Financial Statements .
−Removed: COAST ULTRA DEEP ROYALTY TRUST
−Removed: OF ASSETS, LIABILITIES AND TRUST CORPUS
−Removed: September 30,
+Added: GULF COAST ULTRA DEEP ROYALTY
+Added: STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS
Operating cash
2 unchanged sentences
Reserve fund liability
−Removed: Trust corpus (230,172,696 royalty trust units authorized, issued and outstanding as of September 30, 2024 and December 31, 2023)
+Added: Note Payable to HOGA
+Added: Trust corpus (230,172,696 royalty trust units authorized, issued and
+Added: outstanding as of March 31, 2025 and December 31, 2024)
Total liabilities and trust corpus
−Removed: accompanying notes are an integral part of these financial statements.
−Removed: COAST ULTRA DEEP ROYALTY TRUST
−Removed: OF DISTRIBUTABLE INCOME (Unaudited)
+Added: The accompanying notes are an integral part of these
+Added: financial statements.
+Added: GULF COAST ULTRA DEEP ROYALTY
+Added: STATEMENTS OF DISTRIBUTABLE INCOME (Unaudited)
Three Months Ended
−Removed: Nine Months Ended
−Removed: September 30,
−Removed: September 30,
−Removed: Royalty income
Interest income and other
Administrative expenses
−Removed: Administrative expenses in excess of income (Note 4)
+Added: Income in excess of administrative expenses (administrative expenses in excess of income) (Note 4)
Distributable income (Note 4)
−Removed: Distributable income per royalty trust unit
Royalty trust units outstanding at end of period
−Removed: accompanying notes are an integral part of these financial statements.
−Removed: COAST ULTRA DEEP ROYALTY TRUST
−Removed: OF CHANGES IN TRUST CORPUS (Unaudited)
+Added: The accompanying notes are an integral part of these
+Added: financial statements.
+Added: GULF COAST ULTRA
+Added: DEEP ROYALTY TRUST
+Added: STATEMENTS OF CHANGES IN TRUST CORPUS (Unaudited)
Three Months Ended
−Removed: Nine Months Ended
−Removed: September 30,
−Removed: September 30,
Trust corpus, beginning of period
Trust Contributions
−Removed: Amortization of overriding royalty interests in subject interests
−Removed: Impairment of subject interests
−Removed: Administrative expenses in excess of income
−Removed: Distributions paid
+Added: Income in excess of administrative expenses (administrative expenses in excess of income)
Trust corpus, end of period
−Removed: accompanying notes are an integral part of these financial statements.
−Removed: COAST ULTRA DEEP ROYALTY TRUST
−Removed: TO FINANCIAL STATEMENTS (Unaudited)
+Added: The accompanying notes are an integral part of these
+Added: financial statements.
+Added: GULF COAST ULTRA DEEP ROYALTY TRUST
+Added: NOTES TO FINANCIAL STATEMENTS (Unaudited)
BASIS OF ACCOUNTING AND SIGNIFICANT ACCOUNTING POLICIES
−Removed: financial statements of Gulf Coast Ultra Deep Royalty Trust (the Royalty Trust) are prepared on the modified cash basis of accounting
−Removed: and are not intended to present the Royalty Trust’s financial position and results of operations in conformity with United States
−Removed: (U.S.) generally accepted accounting principles (GAAP).
−Removed: This other comprehensive basis of accounting corresponds to the accounting permitted
−Removed: for royalty trusts by the U.S.
−Removed: Securities and Exchange Commission (SEC), as specified by Staff Accounting Bulletin Topic 12:E, Financial
−Removed: Statements of Royalty Trusts .
−Removed: accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include
−Removed: all required information and disclosures.
−Removed: Therefore, this information should be read in conjunction with the Royalty Trust’s
−Removed: financial statements and notes contained in its annual report on Form 10-K for the year ended December 31, 2023 (the 2023 Form
−Removed: The information furnished herein reflects all adjustments that are, in the opinion of The Bank of New York Mellon Trust
−Removed: Company, N.A.
−Removed: (the Trustee), necessary for a fair statement of the results for the interim periods reported.
−Removed: All such adjustments
−Removed: are, in the opinion of the Trustee, of a normal recurring nature.
−Removed: Operating results for the three- and nine-month periods ended
−Removed: September 30, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31,
−Removed: Royalty Trust was created to hold a 5 percent gross overriding royalty interest (collectively, the overriding royalty interests) in future
−Removed: production from specified Inboard Lower Tertiary/Cretaceous exploration prospects, located in the shallow waters of the Gulf of Mexico
−Removed: and onshore in South Louisiana that existed as of December 5, 2012 (collectively, the subject interests).
−Removed: are recorded in royalty income on the statements of distributable income when received under the modified cash basis of accounting.
−Removed: accounting policies are consistent with Note 1 - Summary of Significant Accounting Policies in Part II, Item 8 of the 2023 Form 10-K.
−Removed: Royalty Trust evaluates the carrying values of the overriding royalty interests in the subject interests for impairment if conditions
−Removed: indicate that potential uncertainty exists regarding the Royalty Trust’s ability to recover its recorded amounts related to the
−Removed: overriding royalty interests.
−Removed: Indications of potential impairment with respect to the overriding royalty interests can include, among
−Removed: other things, subject interest lease expirations, reductions in estimated reserve quantities or resource potential, changes in estimated
−Removed: future oil and natural gas prices, exploration costs, and/or drilling plans, and other matters that arise that could negatively impact
−Removed: the carrying values of the overriding royalty interests.
−Removed: If an impairment event occurs and it is determined that the carrying value of
−Removed: the Royalty Trust’s overriding royalty interests in the subject interests may not be recoverable, an impairment will be recognized
−Removed: as measured by the amount by which the carrying amount of the overriding royalty interests in the subject interests exceeds the fair
−Removed: value of these assets, which would be measured by discounting projected cash flows.
−Removed: The related impairment amounts are recorded as a
−Removed: reduction to the overriding royalty interest with an offsetting reduction to the Trust Corpus in the period such impairment is determined.
−Removed: Impairment of the carrying values of the overriding royalty interests in the subject interests involves a significant amount of judgment
−Removed: and may be subject to changes over time based on drilling plans and results, geophysical evaluations, the assignment of proved natural
−Removed: gas reserves, availability of capital and other factors.
−Removed: Fair value accounting guidance includes a hierarchy that prioritizes the inputs
−Removed: to valuation techniques used to measure fair value.
−Removed: The hierarchy gives the highest priority to unadjusted quoted prices in active markets
−Removed: for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3).
−Removed: When indicators of impairment
−Removed: are present and it is determined that the carrying value of the Royalty Trust’s overriding royalty interests in the subject interests
−Removed: exceeds the estimated undiscounted cash flows of the subject interest, fair value estimates utilized in the impairment assessment are
−Removed: determined based on inputs not observable in the market and thus represent Level 3 measurements.
+Added: The financial statements of Gulf Coast Ultra Deep
+Added: Royalty Trust (the Royalty Trust) are prepared on the modified cash basis of accounting and are not intended to present the Royalty Trust’s
+Added: financial position and results of operations in conformity with United States (U.S.) generally accepted accounting principles (GAAP).
+Added: This other comprehensive basis of accounting corresponds to the accounting permitted for royalty trusts by the U.S.
+Added: Securities and Exchange
+Added: Commission (SEC), as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts .
+Added: The accompanying unaudited financial statements have
+Added: been prepared in accordance with the instructions to Form 10-Q and do not include all required information and disclosures.
+Added: this information should be read in conjunction with the Royalty Trust’s financial statements and notes contained in its annual report
+Added: on Form 10-K for the year ended December 31, 2024 (the 2024 Form 10-K).
+Added: The information furnished herein reflects all adjustments that
+Added: are, in the opinion of The Bank of New York Mellon Trust Company, N.A.
+Added: (the Trustee), necessary for a fair statement of the results for
+Added: the interim periods reported.
+Added: All such adjustments are, in the opinion of the Trustee, of a normal recurring nature.
+Added: Operating results
+Added: for the three-month period ended March 31, 2025, are not necessarily indicative of the results that may be expected for the year ending
+Added: December 31, 2025.
+Added: Royalties are recorded in royalty income on the statements
+Added: of distributable income when received under the modified cash basis of accounting.
+Added: Significant accounting policies are consistent with
+Added: Note 1 - Summary of Significant Accounting Policies in Part II, Item 8 of the 2024 Form 10-K.
+Added: The Royalty Trust evaluates the carrying values of
+Added: the overriding royalty interests in the subject interests for impairment if conditions indicate that potential uncertainty exists regarding
+Added: the Royalty Trust’s ability to recover its recorded amounts related to the overriding royalty interests.
+Added: Indications of potential
+Added: impairment with respect to the overriding royalty interests can include, among other things, subject interest lease expirations, reductions
+Added: in estimated reserve quantities or resource potential, changes in estimated future oil and natural gas prices, exploration costs, and/or
+Added: drilling plans, and other matters that arise that could negatively impact the carrying values of the overriding royalty interests.
+Added: an impairment event occurs and it is determined that the carrying value of the Royalty Trust’s overriding royalty interests in the
+Added: subject interests may not be recoverable, an impairment will be recognized as measured by the amount by which the carrying amount of the
+Added: overriding royalty interests in the subject interests exceeds the fair value of these assets, which would be measured by discounting projected
+Added: The related impairment amounts are recorded as a reduction to the overriding royalty interest with an offsetting reduction
+Added: to the Trust Corpus in the period such impairment is determined.
+Added: Impairment of the carrying values of the overriding royalty interests
+Added: in the subject interests involves a significant amount of judgment and may be subject to changes over time based on drilling plans and
+Added: results, geophysical evaluations, the assignment of proved natural gas reserves, availability of capital and other factors.
+Added: accounting guidance includes a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.
+Added: The hierarchy
+Added: gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 inputs) and the
+Added: lowest priority to unobservable inputs (Level 3).
+Added: When indicators of impairment are present and it is determined that the carrying value
+Added: of the Royalty Trust’s overriding royalty interests in the subject interests exceeds the estimated undiscounted cash flows of the
+Added: subject interest, fair value estimates utilized in the impairment assessment are determined based on inputs not observable in the market
+Added: and thus represent Level 3 measurements.
+Added: FORMATION OF THE ROYALTY TRUST
+Added: On June 3, 2013, Freeport-McMoRan Inc.
+Added: (FCX) and McMoRan
+Added: Exploration Co.
+Added: (MMR) completed the transactions contemplated by the Agreement and Plan of Merger, dated as of December 5, 2012 (the merger
+Added: agreement), by and among MMR, FCX, and INAVN Corp., a Delaware corporation and indirect wholly owned subsidiary of FCX (Merger Sub).
+Added: to the merger agreement, Merger Sub merged with and into MMR, with MMR surviving the merger as an indirect wholly owned subsidiary of
+Added: FCX (the merger).
+Added: The Royalty Trust is a statutory trust created as
+Added: contemplated by the merger agreement by FCX under the Delaware Statutory Trust Act pursuant to a trust agreement entered into on December
+Added: 18, 2012 (inception), by and among FCX, as depositor, Wilmington Trust, National Association, as Delaware trustee, and certain officers
+Added: of FCX, as regular trustees.
+Added: On May 29, 2013, Wilmington Trust, National Association, was replaced by BNY Trust of Delaware, as Delaware
+Added: trustee (the Delaware Trustee), through an action of the depositor.
+Added: Effective June 3, 2013, the regular trustees were replaced by The
+Added: Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the Trustee).
+Added: The Royalty Trust was
+Added: created to hold a 5% gross overriding royalty interest (collectively, the overriding royalty interests) in future production from
+Added: each of the Inboard Lower Tertiary/Cretaceous exploration prospects of McMoRan Oil & Gas LLC (McMoRan) located in the shallow
+Added: waters of the Gulf of Mexico and onshore in South Louisiana that existed as of December 5, 2012, the date of the merger agreement
+Added: (collectively, the subject interests).
+Added: The subject interests were “carved out”
+Added: of the mineral interests acquired by FCX
+Added: pursuant to the merger and were not considered part of FCX’s purchase consideration of MMR.
+Added: In connection with the merger, on June 3, 2013, (1)
+Added: FCX, as depositor, McMoRan, as grantor, the Trustee and the Delaware Trustee entered into the amended and restated royalty trust agreement
+Added: to govern the Royalty Trust and the respective rights and obligations of FCX, the Trustee, the Delaware Trustee, and the Royalty Trust
+Added: unitholders with respect to the Royalty Trust (the Royalty Trust Agreement);
+Added: and (2) McMoRan, as grantor, and the Royalty Trust, as grantee,
+Added: entered into the master conveyance of overriding royalty interests (the master conveyance) pursuant to which McMoRan conveyed to the Royalty
+Added: Trust the overriding royalty interests in future production from the subject interests.
+Added: Other than (a) its formation, (b) its receipt
+Added: of contributions and loans from the Depositor (defined below) for administrative and other expenses as provided for in the Royalty Trust
+Added: Agreement, (c) its payment of such administrative and other expenses, (d) its repayment of loans from the Depositor, (e) its receipt of
+Added: the conveyance of the overriding royalty interests from McMoRan pursuant to the master conveyance, (f) its receipt of royalties from McMoRan
+Added: or Highlander Oil & Gas Assets LLC (HOGA), and (g) its cash dividends to Royalty Trust unitholders, if any, the Royalty Trust has
+Added: not conducted any activities.
+Added: On February 5, 2019, McMoRan completed the sale of
+Added: all of its rights, title and interest in and to the onshore Highlander subject interest pursuant to a purchase and sale agreement with
+Added: HOGA (the Highlander Sale).
+Added: The onshore Highlander subject interest was sold subject to the overriding royalty interest in future production
+Added: held by the Royalty Trust.
+Added: As a result of the Highlander Sale, HOGA has a 72 percent working interest and an approximate 48 percent net
+Added: revenue interest in the onshore Highlander subject interest.
+Added: The Royalty Trust continues to hold a 3.6 percent overriding royalty interest
+Added: in the onshore Highlander subject interest.
+Added: HOGA is the operator of the Highlander subject interest.
+Added: The onshore Highlander subject interest
+Added: is the only subject interest in which HOGA has an interest, as McMoRan previously had relinquished, allowed to expire or sold all of the
+Added: other subject interests.
+Added: Effective December 31, 2024 (the Effective Date), FCX, McMoRan and HOGA
+Added: entered into an Assignment and Assumption Agreement and Bill of Sale, pursuant to which (1) FCX assigned to HOGA, and HOGA assumed, all
+Added: of the financial and other obligations of FCX as depositor under the Royalty Trust Agreement, and (2) McMoRan assigned to HOGA, and HOGA
+Added: assumed, all of the rights and obligations of McMoRan as grantor under the Royalty Trust Agreement and the master conveyance that were
+Added: not previously assumed by HOGA at the time of the Highlander Sale (collectively, the Assignment).
+Added: Notwithstanding the Assignment, FCX
+Added: remains obligated to perform the financial and other obligations owed to the Royalty Trust by the depositor under the Royalty Trust Agreement,
+Added: if HOGA were to be unable to fully perform such obligations in the future.
+Added: In this Form 10-Q, the “Depositor”
+Added: refers to FCX,
+Added: for all periods ending prior to the Effective Date, and to HOGA, for all periods beginning on and after the Effective Date;
+Added: and the “Grantor”
+Added: refers to McMoRan, for all periods ending prior to the Effective Date, and to HOGA, for all periods beginning on and after the Effective
OVERRIDING ROYALTY INTERESTS
−Removed: onshore Highlander subject interest is the only subject interest in which the Royalty Trust holds an overriding royalty interest.
−Removed: charges related to production volumes associated with the onshore Highlander subject interest reduced the carrying value of the overriding
−Removed: royalty interests by $0 and $21,780 during the three- and nine-month periods ended September 30, 2024 and 2023, respectively.
−Removed: Oil & Gas Assets LLC (HOGA) has a 72 percent working interest and an approximate 48 percent net revenue interest in the onshore Highlander
−Removed: subject interest.
−Removed: The Royalty Trust holds a 3.6 percent overriding royalty interest in the onshore Highlander subject interest.
−Removed: is the operator of the onshore Highlander subject interest.
−Removed: previously disclosed, the sole well producing from the onshore Highlander subject interest experienced an operational issue on January
−Removed: 19, 2023, resulting in substantial amounts of water entering the well, which caused a shut in of the well before production resumed at
−Removed: significantly reduced levels.
−Removed: Following an evaluation by HOGA’s field operations team, HOGA determined that it would be necessary
−Removed: to commence operations to control the water production, in expectation of eventually initiating “kill”
−Removed: operations on the
−Removed: HOGA has informed the Trustee that the well was shut in effective March 31, 2023 and production from the well has ceased, with
−Removed: the well having flowed intermittently but not on a continuous basis from that time.
−Removed: HOGA has informed the Trustee that due to the underground
−Removed: flow of fluids into the wellbore, the well cannot be salvaged and must be plugged and abandoned.
−Removed: On March 7, 2024, HOGA notified the
−Removed: Trustee that operations have begun to permanently plug and abandon the sole well producing from the onshore Highlander subject interest.
−Removed: Abandoning the well eliminated any production from the onshore Highlander subject interest, which also eliminated any proceeds to which
−Removed: the Royalty Trust would be entitled pursuant to its overriding royalty interests.
−Removed: Unless another well is drilled on the onshore Highlander
−Removed: subject interest, the Royalty Trust does not expect to receive any income attributable to its overriding royalty interests and accordingly,
−Removed: does not expect to have any cash available to distribute to Royalty Trust unitholders in future periods.
−Removed: Royalty Trust fully impaired the carrying value of the onshore Highlander subject interest by $308,071 during the quarter ended March
−Removed: Unless a new well is drilled on the onshore Highlander subject interest, the Royalty Trust does not expect to receive any income
+Added: The onshore Highlander subject
+Added: interest is the only subject interest in which the Royalty Trust holds an overriding royalty interest.
+Added: There were no amortization charges
+Added: related to production volumes associated with the onshore Highlander subject interest during the three-month periods ended March 31,
+Added: 2025 and 2024, as the Royalty Trust fully impaired the carrying value of the onshore Highlander subject interest during the year ended
+Added: December 31, 2023.
+Added: HOGA has a 72 percent working interest and an approximate
+Added: 48 percent net revenue interest in the onshore Highlander subject interest.
+Added: The Royalty Trust holds a 3.6 percent overriding royalty interest
+Added: in the onshore Highlander subject interest.
+Added: HOGA is the operator of the onshore Highlander subject interest.
+Added: As previously disclosed, the sole well producing from
+Added: the onshore Highlander subject interest experienced an operational issue on January 19, 2023, resulting in substantial amounts of water
+Added: entering the well, which caused a shut in of the well before production resumed at significantly reduced levels.
+Added: Following an evaluation
+Added: by HOGA’s field operations team, HOGA determined that it would be necessary to commence operations to control the water production,
+Added: in expectation of eventually initiating “kill”
+Added: operations on the well.
+Added: HOGA informed the Trustee that the well was shut in
+Added: effective March 31, 2023 and production from the well ceased.
+Added: HOGA informed the Trustee that due to the underground flow of fluids into
+Added: the wellbore, the well could not be salvaged and would be required to be plugged and abandoned.
+Added: HOGA subsequently notified the Trustee
+Added: that operations had begun to permanently plug and abandon the sole well producing from the onshore Highlander subject interest in March
+Added: Abandoning the well eliminated any production from the onshore Highlander subject interest, which also eliminated any proceeds to
+Added: which the Royalty Trust would be entitled pursuant to its overriding royalty interests.
+Added: Unless another well is drilled on the onshore
+Added: Highlander subject interest and produces hydrocarbons in commercial quantities, the Royalty Trust does not expect to receive any income
+Added: attributable to its overriding royalty interests and accordingly, does not expect to have any cash available to distribute to Royalty
+Added: Trust unitholders in future periods.
+Added: HOGA informed the Trustee that a new well on the onshore Highlander subject interest was spudded
+Added: on January 30, 2025.
+Added: Drilling of the new well remains in progress, and HOGA currently expects to reach the planned depth of approximately
+Added: 30,000 feet in the fourth quarter of 2025.
+Added: Nevertheless, the future production status of this well remains unknown.
+Added: Neither the Trustee
+Added: nor the Royalty Trust unitholders has any right to control or influence operations of the subject interest.
+Added: The Royalty Trust fully impaired the carrying value
+Added: of the onshore Highlander subject interest by $308,071 during the quarter ended March 31, 2023.
+Added: Unless a new well is drilled on the onshore
+Added: Highlander subject interest and produces hydrocarbons in commercial quantities, the Royalty Trust does not expect to receive any income
attributable to its overriding royalty interests.
1 unchanged sentence
Highlander subject interest as of March 31, 2023 as an impairment loss.
−Removed: Accumulated amortization was $6,756,701 at September 30, 2024
−Removed: and December 31, 2023.
+Added: Accumulated amortization was $6,756,701 at March 31, 2025 and
+Added: December 31, 2024.
RELATED PARTY TRANSACTIONS
−Removed: In accordance with the terms of the master conveyance, royalties are paid to the Royalty Trust on the last day of the month
−Removed: following the month in which production payments are received by HOGA.
−Removed: The Royalty Trust did not receive royalties during the three- and
−Removed: nine-month periods ended September 30, 2024 and the three-month period ended September 30, 2023.
−Removed: The Royalty Trust received royalties
−Removed: of $401,278 during the three-month period ended September 30 2023.
−Removed: Royalties received by the Royalty Trust must first be used to (i)
−Removed: satisfy Royalty Trust administrative expenses and (ii) reduce Royalty Trust indebtedness.
−Removed: The Royalty Trust had no indebtedness outstanding
−Removed: as of September 30, 2024 and December 31, 2023.
−Removed: quarter, the Trustee will determine the amount of funds available for distribution to the Royalty Trust unitholders.
−Removed: Available funds
−Removed: will equal the excess cash received by the Royalty Trust from the royalty interests and other sources during that quarter over the Royalty
−Removed: Trust’s liabilities for that quarter.
−Removed: Available funds will be reduced by any cash the Trustee reserves against future liabilities.
−Removed: As of September 30, 2024, the Trustee has established a minimum cash reserve of $302,500.
−Removed: The minimum cash reserve is not reflective
−Removed: of the Royalty Trust’s operating cash balance as of September 30, 2024 and December 31, 2023.
−Removed: with the distribution to unitholders in the first quarter of 2022, the Royalty Trust withheld $8,750 from the funds otherwise available
−Removed: for distribution each quarter through the first quarter of 2023, with the intent of gradually building a cash reserve of approximately
−Removed: As no proceeds were available for distribution in the three- and nine-month periods ended September 30, 2024, the Royalty Trust
−Removed: did not withhold any funds for the cash reserve.
−Removed: Unless a new well is drilled on the onshore Highlander subject interest as discussed
−Removed: in Note 2 above, the Royalty Trust does not intend to withhold funds for the cash reserve in the future, as the Royalty Trust does not
−Removed: expect to have any cash available to distribute to unitholders in future periods.
−Removed: This cash is reserved for the payment of future known,
−Removed: anticipated or contingent expenses or liabilities of the Royalty Trust.
−Removed: The Trustee may increase or decrease the targeted cash reserve
−Removed: amount at any time and may increase or decrease the rate at which it withholds funds to build the cash reserve at any time, without advance
−Removed: notice to the unitholders.
−Removed: Cash held in reserve will be invested as required by the amended and restated royalty trust agreement governing
−Removed: the Royalty Trust (the royalty trust agreement).
−Removed: Any cash reserved in excess of the amount necessary to pay or provide for the payment
−Removed: of future known, anticipated or contingent expenses or liabilities eventually will be distributed to unitholders, together with interest
+Added: Royalty Income.
+Added: In accordance with the terms
+Added: of the master conveyance, royalties are paid to the Royalty Trust on the last day of the month following the month in which production
+Added: payments are received by HOGA.
+Added: The Royalty Trust did not receive royalties during the three-month periods ended March 31, 2025 and 2024.
+Added: Royalties received by the Royalty Trust must first be used to (i) satisfy Royalty Trust administrative expenses and (ii) reduce Royalty
+Added: Trust indebtedness.
+Added: As of March 31, 2025, the Royalty Trust has an outstanding note payable to HOGA of $200,000.
+Added: As of March 31, 2025,
+Added: the Trustee has established a minimum cash reserve of $302,500.
+Added: As a result, distributions will be made to Royalty Trust unitholders only
+Added: when royalties received less administrative expenses incurred and repayment of any indebtedness exceeds the minimum cash reserve.
+Added: Each quarter, the Trustee will determine the amount
+Added: of funds available for distribution to the Royalty Trust unitholders.
+Added: Available funds will equal the excess cash received by the Royalty
+Added: Trust from the royalty interests and other sources during that quarter over the Royalty Trust’s liabilities for that quarter.
+Added: funds will be reduced by any cash the Trustee reserves against future liabilities.
+Added: As of March 31, 2025, the Trustee has established a
+Added: minimum cash reserve of $302,500.
+Added: The minimum cash reserve is not reflective of the Royalty Trust’s operating cash balance as of
+Added: March 31, 2025 and December 31, 2024.
+Added: Commencing with the distribution to unitholders in
+Added: the first quarter of 2022, the Royalty Trust withheld $8,750 from the funds otherwise available for distribution each quarter through
+Added: the first quarter of 2023, with the intent of gradually building a cash reserve of approximately $350,000.
+Added: As no proceeds were available
+Added: for distribution in the three-month period ended March 31, 2025, the Royalty Trust did not withhold any funds for the cash reserve.
+Added: a new well is drilled on the onshore Highlander subject interest as discussed in Note 2 above, the Royalty Trust does not intend to withhold
+Added: funds for the cash reserve in the future, as the Royalty Trust does not expect to have any cash available to distribute to unitholders
+Added: in future periods.
+Added: This cash is reserved for the payment of future known, anticipated or contingent expenses or liabilities of the Royalty
+Added: The Trustee may increase or decrease the targeted cash reserve amount at any time and may increase or decrease the rate at which
+Added: it withholds funds to build the cash reserve at any time, without advance notice to the unitholders.
+Added: Cash held in reserve will be invested
+Added: as required by the Royalty Trust Agreement .
+Added: Any cash reserved in excess of the amount necessary to pay or provide for the payment of
+Added: future known, anticipated or contingent expenses or liabilities eventually will be distributed to unitholders, together with interest
earned on the funds.
For additional information regarding distributions to Royalty Trust unitholders, see Note 5.
−Removed: of Administrative Expenses.
−Removed: Pursuant to the royalty trust agreement, Freeport-McMoRan Inc.
−Removed: (FCX) has agreed to pay annual trust expenses
−Removed: 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
−Removed: to pay administrative expenses.
−Removed: On February 1, 2024, pursuant to this provision, FCX contributed approximately $166,000 for the payment
−Removed: of trust expenses incurred during the year ended December 31, 2023, and contributed the maximum of $350,000 for the payment of trust
−Removed: expenses incurred during the year ending December 31, 2024.
−Removed: In addition to such annual contributions, FCX has agreed to lend money, on
−Removed: an unsecured, interest-free basis, to the Royalty Trust to fund the Royalty Trust’s ordinary administrative expenses as set forth
−Removed: in the royalty trust agreement.
−Removed: All funds the Trustee borrows to cover expenses or liabilities, whether from FCX or from any other source,
−Removed: must be repaid before the Royalty Trust unitholders will receive any distributions.
−Removed: No loans or repayments were made during the quarters
−Removed: ended September 30, 2024 or December 31, 2023, and no loans were outstanding as of September 30, 2024 or December 31, 2023.
−Removed: to the royalty trust agreement, FCX agreed to provide and maintain a $1.0 million stand-by reserve account or an equivalent letter of
−Removed: 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
−Removed: of the Royalty Trust if its funds are inadequate to pay its obligations at any time.
−Removed: Currently, with the consent of the Trustee, FCX
−Removed: may reduce the reserve account or substitute a letter of credit with a different face amount for the original letter of credit or any
−Removed: substitute letter of credit.
−Removed: In connection with this arrangement, FCX provided $1.0 million to the Royalty Trust.
−Removed: The $1.0 million, plus
−Removed: interest collected thereon, is reflected as reserve fund cash, with a corresponding reserve fund liability in the accompanying Statements
−Removed: of Assets, Liabilities and Trust Corpus.
−Removed: During the three- and nine-month periods ended September 30, 2024, the Royalty Trust used $84,282
−Removed: and $100,382, respectively, from the reserve account to pay administrative expenses to the Trustee, which is included in the administrative
−Removed: expenses in the accompanying Statements of Distributable Income.
−Removed: As of September 30, 2024, FCX had not requested a reduction of the reserve
+Added: Funding of Administrative Expenses.
+Added: to the Royalty Trust Agreement, the Depositor has agreed to pay annual trust expenses up to a maximum amount of $350,000, with no right
+Added: of repayment or interest due, to the extent the Royalty Trust lacks sufficient funds to pay administrative expenses.
+Added: On February 1, 2024,
+Added: pursuant to this provision, FCX contributed approximately $166,000 for the payment of trust expenses incurred during the year ended December
+Added: 31, 2023, and contributed the maximum of $350,000 for the payment of trust expenses incurred during the year ending December 31, 2024.
+Added: In addition to such annual contributions, the Depositor has agreed to lend money, on an unsecured, interest-free basis, to the Royalty
+Added: Trust to fund the Royalty Trust’s ordinary administrative expenses as set forth in the Royalty Trust Agreement.
+Added: All funds the Trustee
+Added: borrows to cover expenses or liabilities, whether from the Depositor or from any other source, must be repaid before the Royalty Trust
+Added: unitholders will receive any distributions.
+Added: As of March 31, 2025, the Royalty Trust has an outstanding note payable to HOGA of $200,000.
+Added: Pursuant to the Royalty Trust Agreement, the Depositor
+Added: 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
+Added: 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
+Added: inadequate to pay its obligations at any time.
+Added: Currently, with the consent of the Trustee, the Depositor may reduce the reserve account
+Added: or substitute a letter of credit with a different face amount for the original letter of credit or any substitute letter of credit.
+Added: connection with this arrangement, the Depositor provided $1.0 million to the Royalty Trust.
+Added: The $1.0 million, plus interest collected
+Added: thereon, is reflected as reserve fund cash, with a corresponding reserve fund liability in the accompanying Statements of Assets, Liabilities
+Added: and Trust Corpus.
+Added: The Royalty Trust did not use any funds from the reserve account to pay administrative expenses during the three-month
+Added: period ended March 31, 2025.
+Added: As of March 31, 2025, the Depositor had not requested a reduction of the reserve account.
+Added: Effective December
+Added: 31, 2024, FCX assigned its right, title and interest in the stand-by reserve account to HOGA, and HOGA assumed the responsibility to maintain
+Added: the stand-by reserve account from FCX.
Administration.
−Removed: HOGA performs all administrative and reporting responsibilities with respect to the Royalty Trust, including those described in Article
−Removed: III of the royalty trust agreement.
−Removed: of the Trustee.
−Removed: The Trustee receives annual compensation of $200,000.
−Removed: Additionally, the Trustee receives reimbursement for its reasonable
−Removed: out-of-pocket expenses incurred in connection with the administration of the Royalty Trust.
−Removed: The Trustee’s compensation is paid
−Removed: out of the Royalty Trust’s assets.
−Removed: The Trustee has a lien on the Royalty Trust’s assets to secure payment of its compensation
−Removed: and any indemnification expenses and other amounts to which it is entitled under the royalty trust agreement.
+Added: HOGA performs all administrative
+Added: and reporting responsibilities with respect to the Royalty Trust.
+Added: Compensation of the Trustee.
+Added: The Trustee receives
+Added: annual compensation of $200,000.
+Added: Additionally, the Trustee receives reimbursement for its reasonable out-of-pocket expenses incurred in
+Added: connection with the administration of the Royalty Trust.
+Added: The Trustee’s compensation is paid out of the Royalty Trust’s assets.
+Added: The Trustee has a lien on the Royalty Trust’s assets to secure payment of its compensation and any indemnification expenses and
+Added: other amounts to which it is entitled under the Royalty Trust Agreement.
DISTRIBUTIONS
−Removed: were no distributions for the three- and nine-month periods ended September 30, 2024, and the three-month period ended September 30, 2023.
−Removed: Natural gas sales volumes (measured in thousands of cubic feet, or Mcf), average sales price and net cash proceeds available for distribution
−Removed: for the nine-month period ended September 30, 2023, are set forth in the table below.
−Removed: Nine Months Ended
−Removed: September 30,
+Added: There were no distributions for the three-month periods
+Added: ended March 31, 2025 and 2024.
+Added: Natural gas sales volumes (measured in thousands of cubic feet, or Mcf), average sales price and net cash
+Added: proceeds available for distribution for the three-month periods ended March 31, 2025 and 2024 are set forth in the table below.
+Added: Three Months Ended
Natural gas sales volumes (Mcf)
5 unchanged sentences
Administrative expenses
−Removed: Administrative expenses in excess of income
+Added: Income in excess of administrative expenses (administrative expenses in excess of income)
Income available for distribution
1 unchanged sentence
Net cash proceeds available for distribution
−Removed: summary of quarterly per unit distributions for the three- and nine-month periods ended September 30, 2023 and 2024, is set forth in the table
+Added: A summary of quarterly per unit distributions for
+Added: the three-month periods ended March 31, 2025 and 2024, is set forth in the table below.
Per Unit Amount
Per Unit Amount
−Removed: distributions are not necessarily indicative of future distributions.
+Added: These distributions are not necessarily indicative
+Added: of future distributions.
CONTINGENCIES AND OTHER COMMITMENTS
−Removed: There are currently no pending legal proceedings to which the Royalty Trust is a party.
+Added: There are currently no pending
+Added: legal proceedings to which the Royalty Trust is a party.
SUBSEQUENT EVENTS
−Removed: The Trustee requested a loan from FCX in the amount of $200,000 on October 16, 2024.
−Removed: FCX funded the loan request with a check dated November
−Removed: Trustee’s Discussion and Analysis of Financial Condition and Results of Operations .
−Removed: should read the following discussion in conjunction with the financial statements of Gulf Coast Ultra Deep Royalty Trust (the Royalty
−Removed: Trust) and the related Trustee’s Discussion and Analysis of Financial Condition and Results of Operations and the discussion of
−Removed: its Business and Properties in the Royalty Trust’s Annual Report on Form 10-K for the year ended December 31, 2023 (2023 Form 10-K),
−Removed: filed with the United States (U.S.) Securities and Exchange Commission (SEC).
−Removed: The results of operations reported and summarized below
−Removed: are not necessarily indicative of future operating results.
+Added: On March 31, 2025, the Trustee, on behalf of the Royalty
+Added: Trust requested funds from HOGA to pay first quarter 2025 administrative expenses, and on April 4, 2025 HOGA contributed $200,750 for
+Added: the payment of such expenses.
+Added: Trustee’s Discussion and Analysis of Financial Condition
+Added: and Results of Operations .
+Added: You should read the following discussion in conjunction
+Added: with the financial statements of Gulf Coast Ultra Deep Royalty Trust (the Royalty Trust) and the related Trustee’s Discussion and
+Added: Analysis of Financial Condition and Results of Operations and the discussion of its Business and Properties in the Royalty Trust’s
+Added: Annual Report on Form 10-K for the year ended December 31, 2024 (2024 Form 10-K), filed with the United States (U.S.) Securities and Exchange
+Added: Commission (SEC).
+Added: The results of operations reported and summarized below are not necessarily indicative of future operating results.
Unless otherwise specified, all references to “Notes”
−Removed: the Notes to Financial Statements located in Part I, Item 1.
+Added: refer to the Notes to Financial Statements located in Part I, Item 1.
“Financial Statements”
of this Form 10-Q.
−Removed: Also see the 2023
−Removed: Form 10-K for a glossary of definitions for some of the oil and gas industry terms used in this Form 10-Q.
−Removed: Additionally, please refer
−Removed: to the section entitled “Cautionary Statement”
−Removed: on page 14 of this Form 10-Q.
−Removed: The information below has been furnished
−Removed: to the Trustee by Highlander Oil & Gas Assets LLC (HOGA).
−Removed: June 3, 2013, Freeport-McMoRan Inc.
−Removed: (FCX) and McMoRan Exploration Co.
−Removed: (MMR) completed the transactions contemplated by the Agreement
−Removed: and Plan of Merger, dated as of December 5, 2012 (the merger agreement), by and among MMR, FCX, and INAVN Corp., a Delaware corporation
−Removed: and indirect wholly owned subsidiary of FCX (Merger Sub).
−Removed: Pursuant to the merger agreement, Merger Sub merged with and into MMR, with
−Removed: MMR surviving the merger as an indirect wholly owned subsidiary of FCX (the merger).
−Removed: oil and gas assets are held through its wholly owned subsidiary, FCX Oil & Gas LLC (FM O&G).
−Removed: As a result of the merger, MMR and
−Removed: McMoRan Oil & Gas LLC (McMoRan) are both indirect wholly owned subsidiaries of FM O&G.
−Removed: Royalty Trust is a statutory trust created as contemplated by the merger agreement by FCX under the Delaware Statutory Trust Act pursuant
−Removed: to a trust agreement entered into on December 18, 2012 (inception), by and among FCX, as depositor, Wilmington Trust, National Association,
−Removed: as Delaware trustee, and certain officers of FCX, as regular trustees.
−Removed: On May 29, 2013, Wilmington Trust, National Association, was replaced
−Removed: by BNY Trust of Delaware, as Delaware trustee (the Delaware Trustee), through an action of the depositor.
−Removed: Effective June 3, 2013, the
−Removed: regular trustees were replaced by The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the Trustee).
−Removed: Royalty Trust was created to hold a 5% gross overriding royalty interest (collectively, the overriding royalty interests) in future production
−Removed: from specified Inboard Lower Tertiary/Cretaceous exploration prospects located in the shallow waters of the Gulf of Mexico and onshore
−Removed: in South Louisiana that existed as of December 5, 2012, the date of the merger agreement (collectively, the subject interests).
−Removed: interests were “carved out”
−Removed: of the mineral interests that were acquired by FCX pursuant to the merger and were not considered
−Removed: part of FCX’s purchase consideration of MMR.
−Removed: McMoRan has informed the Trustee that it has no plans to pursue, has relinquished,
−Removed: has allowed to expire or has sold all of its subject interests.
−Removed: connection with the merger, on June 3, 2013, (1) FCX, as depositor, McMoRan, as grantor, the Trustee and the Delaware Trustee entered
−Removed: into the amended and restated royalty trust agreement to govern the Royalty Trust and the respective rights and obligations of FCX, the
−Removed: Trustee, the Delaware Trustee, and the Royalty Trust unitholders with respect to the Royalty Trust (the royalty trust agreement);
−Removed: (2) McMoRan, as grantor, and the Royalty Trust, as grantee, entered into the master conveyance of overriding royalty interests (the master
−Removed: conveyance) pursuant to which McMoRan conveyed to the Royalty Trust the overriding royalty interests in future production from the subject
−Removed: Other than (a) its formation, (b) its receipt of contributions and loans from FCX for administrative and other expenses as
−Removed: provided for in the royalty trust agreement, (c) its payment of such administrative and other expenses, (d) its repayment of loans from
−Removed: FCX, (e) its receipt of the conveyance of the overriding royalty interests from McMoRan pursuant to the master conveyance, (f) its receipt
−Removed: of royalties from McMoRan and HOGA, and (g) its cash distributions to Royalty Trust unitholders, if any, the Royalty Trust has not conducted
−Removed: any activities.
−Removed: The Trustee has no involvement with, control over, or responsibility for, any aspect of any operations on or relating
−Removed: to the subject interests.
−Removed: Trustee receives annual compensation of $200,000.
−Removed: Additionally, the Trustee receives reimbursement for its reasonable out-of-pocket expenses
−Removed: incurred in connection with the administration of the Royalty Trust.
−Removed: The Trustee’s compensation is paid out of the Royalty Trust’s
−Removed: The Trustee has a lien on the Royalty Trust’s assets to secure payment of its compensation and any indemnification expenses
−Removed: and other amounts to which it is entitled under the royalty trust agreement.
−Removed: February 5, 2019, McMoRan completed the sale of all of its rights, title and interest in and to the onshore Highlander subject interest
−Removed: pursuant to a purchase and sale agreement with HOGA (the Highlander Sale).
−Removed: The onshore Highlander subject interest was sold subject to
−Removed: the overriding royalty interest in future production held by the Royalty Trust.
−Removed: As a result of the Highlander Sale, HOGA has a 72 percent
−Removed: working interest and an approximate 48 percent net revenue interest in the onshore Highlander subject interest.
−Removed: The Royalty Trust continues
−Removed: to hold a 3.6 percent overriding royalty interest in the onshore Highlander subject interest.
−Removed: HOGA is the operator of the onshore Highlander
−Removed: subject interest.
−Removed: McMoRan has informed the Trustee that it has no plans to pursue, has relinquished, has allowed to expire or has sold
−Removed: all of its subject interests.
−Removed: connection with the Highlander Sale, McMoRan sold its interests in substantially all of its oil and gas leases associated with the Highlander
−Removed: subject interest to HOGA.
−Removed: As of September 30, 2024, the onshore Highlander subject interest had no production, as HOGA had commenced operations to permanently plug and abandon the well
−Removed: in early March 2024, and all the previously
−Removed: owned leases associated with the Highlander subject interest in South Louisiana have terminated due to lack of production associated
−Removed: with the acreage.
−Removed: Whether or not HOGA renews any of the acreage associated with the onshore Highlander subject interest is determined
−Removed: by HOGA’s current and future plans and other outside factors, over which the Royalty Trust has no control.
−Removed: of the Onshore Highlander Subject Interest
−Removed: previously disclosed, the sole well producing from the onshore Highlander subject interest experienced an operational issue on January
−Removed: 19, 2023, resulting in substantial amounts of water entering the well, which caused a shut in of the well before production resumed at
−Removed: significantly reduced levels.
−Removed: Following an evaluation by HOGA’s field operations team, HOGA determined that it would be necessary
−Removed: to commence operations to control the water production, in expectation of eventually initiating “kill”
−Removed: operations on the
−Removed: HOGA has informed the Trustee that the well was shut in effective March 31, 2023 and production from the well has ceased, with
−Removed: the well having flowed intermittently but not on a continuous basis from that time.
−Removed: HOGA has informed the Trustee that due to the underground
−Removed: flow of fluids into the wellbore, the well cannot be salvaged and must be plugged and abandoned.
−Removed: Abandoning the well eliminated any production
−Removed: from the onshore Highlander subject interest, which also eliminated any proceeds to which the Royalty Trust would be entitled pursuant
−Removed: to its overriding royalty interests.
−Removed: Unless a new well is drilled on the onshore Highlander subject interest, the Royalty Trust does
−Removed: not expect to receive any income attributable to its overriding royalty interests and accordingly, does not expect to have any cash available
−Removed: to distribute to Royalty Trust unitholders in future periods.
−Removed: AND CAPITAL RESOURCES
−Removed: 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
−Removed: or interest due, to the extent the Royalty Trust lacks sufficient funds to pay administrative expenses.
−Removed: On February 1, 2024, pursuant
−Removed: to this provision, FCX contributed approximately $166,000 for the payment of trust expenses incurred during the year ended December 31,
−Removed: 2023, and contributed the maximum of $350,000 for the payment of trust expenses incurred during the year ending December 31, 2024.
−Removed: addition to such annual contributions, FCX has agreed to lend money, on an unsecured, interest-free basis, to the Royalty Trust to fund
−Removed: the Royalty Trust’s ordinary administrative expenses as set forth in the royalty trust agreement.
−Removed: All funds the Trustee borrows
−Removed: to cover expenses or liabilities, whether from FCX or from any other source, must be repaid before the Royalty Trust unitholders will
−Removed: receive any distributions.
−Removed: No loans or repayments were made during the quarters ended September 30, 2024 or December 31, 2023, and no
−Removed: loans were outstanding as of September 30, 2024 or December 31, 2023.
−Removed: The Trustee requested a loan from FCX in the amount of $200,000
−Removed: on October 16, 2024.
−Removed: FCX funded the loan request with a check dated November 6, 2024.
−Removed: to the royalty trust agreement, FCX agreed to provide and maintain a $1.0 million stand-by reserve account or an equivalent letter of
−Removed: 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
−Removed: of the Royalty Trust if its funds are inadequate to pay its obligations at any time.
−Removed: Currently, with the consent of the Trustee, FCX
−Removed: may reduce the reserve account or substitute a letter of credit with a different face amount for the original letter of credit or any
−Removed: substitute letter of credit.
−Removed: In connection with this arrangement, FCX provided $1.0 million to the Royalty Trust.
−Removed: The $1.0 million, plus
−Removed: interest collected thereon, is reflected as reserve fund cash, with a corresponding reserve fund liability in the accompanying Statements
−Removed: of Assets, Liabilities and Trust Corpus.
−Removed: During the three- and nine-month periods ended September 30, 2024, the Royalty Trust used $84,282
−Removed: and $100,382, respectively, 2024 from the reserve account to pay administrative expenses to the Trustee, which is included in the administrative
−Removed: expenses in the accompanying Statements of Distributable Income.
−Removed: As of September 30, 2024, FCX had not requested a reduction of the reserve
−Removed: connection with the completion of the Highlander Sale, HOGA assumed all administrative and reporting responsibilities with respect to
−Removed: the Royalty Trust, including those described in Article III of the royalty trust agreement.
−Removed: accordance with the terms of the master conveyance, royalties are paid to the Royalty Trust on the last day of the month following
−Removed: the month in which production payments are received by HOGA.
−Removed: The Royalty Trust did not receive royalties during the three- and
−Removed: nine-month periods ended September 30, 2024 and the three-month period ended September 30, 2023.
−Removed: The Royalty Trust received royalties of $401,278 during the nine-month period ended September
−Removed: received by the Royalty Trust must first be used to (i) satisfy Royalty Trust administrative expenses and (ii) reduce Royalty Trust indebtedness.
−Removed: The Royalty Trust had no indebtedness outstanding as of September 30, 2024 and December 31, 2023.
−Removed: quarter, the Trustee will determine the amount of funds available for distribution to the Royalty Trust unitholders.
−Removed: Available funds
−Removed: will equal the excess cash received by the Royalty Trust from the royalty interests and other sources during that quarter over the Royalty
−Removed: Trust’s liabilities for that quarter.
−Removed: Available funds will be reduced by any cash the Trustee decides to hold as a reserve against
−Removed: future liabilities.
−Removed: As of September 30, 2024, the Trustee has established a minimum cash reserve of $302,500.
−Removed: The minimum cash reserve
−Removed: is not reflective of the Royalty Trust’s operating cash balance as of September 30, 2024 and December 31, 2023.
−Removed: with the distribution to unitholders in the first quarter of 2022, the Royalty Trust withheld $8,750 from the funds otherwise available
−Removed: for distribution each quarter through the first quarter of 2023, with the intent of gradually building a cash reserve of approximately
−Removed: As no proceeds were available for distribution in the third quarter of 2024, the Royalty Trust did not withhold any funds for
−Removed: the cash reserve.
−Removed: Unless another well is drilled on the onshore Highlander subject interest as discussion “Overview –
−Removed: of the Onshore Highlander Subject Interest”
−Removed: above, the Royalty Trust does not intend to withhold funds for the cash reserve as
−Removed: the Royalty Trust does not expect to have any cash available to distribute to unitholders in future periods.
−Removed: This cash is reserved for
−Removed: the payment of future known, anticipated or contingent expenses or liabilities of the Royalty Trust.
−Removed: The Trustee may increase or decrease
−Removed: the targeted cash reserve amount at any time and may increase or decrease the rate at which it is withholding funds to build the cash
−Removed: reserve at any time, without advance notice to the unitholders.
−Removed: Cash held in reserve will be invested as required by the royalty trust
−Removed: Any cash reserved in excess of the amount necessary to pay or provide for the payment of future known, anticipated or contingent
−Removed: expenses or liabilities eventually will be distributed to unitholders, together with interest earned on the funds.
−Removed: was no distributable income during the three-month periods ended September 30, 2024 and 2023.
−Removed: Any distribution in a particular period
−Removed: is not necessarily indicative of future distributions.
−Removed: As previously disclosed, the sole well producing from the onshore Highlander subject
−Removed: interest experienced an operational issue on January 19, 2023, resulting in substantial amounts of water entering the well, which caused
−Removed: a shut in of the well before production resumed at significantly reduced levels.
−Removed: Following an evaluation by HOGA’s field operations
−Removed: team, HOGA determined that it would be necessary to commence operations to control the water production, in expectation of eventually
−Removed: initiating “kill”
+Added: Also see the 2024 Form 10-K for a glossary of definitions for some of the oil and
+Added: gas industry terms used in this Form 10-Q.
+Added: Additionally, please refer to the section entitled “Cautionary Statement”
+Added: 14 of this Form 10-Q.
+Added: The information below has been furnished to the Trustee by Highlander Oil
+Added: & Gas Assets LLC (HOGA).
+Added: In this Form 10-Q, the “Depositor”
+Added: refers to Freeport-McMoRan Inc.
+Added: (FCX), for all periods ending
+Added: prior to the Effective Date (defined below), and to Highlander Oil & Gas Assets LLC (HOGA), for all periods beginning on and after
+Added: the Effective Date;
+Added: and the “Grantor”
+Added: refers to McMoRan Oil & Gas LLC (McMoRan), for all periods ending prior to the Effective
+Added: Date, and to HOGA, for all periods beginning on and after the Effective Date.
+Added: Business Overview
+Added: On June 3, 2013,FCX and McMoRan Exploration Co.
+Added: completed the transactions contemplated by the Agreement and Plan of Merger, dated as of December 5, 2012 (the merger agreement), by and
+Added: among MMR, FCX, and INAVN Corp., a Delaware corporation and indirect wholly owned subsidiary of FCX (Merger Sub).
+Added: Pursuant to the merger
+Added: agreement, Merger Sub merged with and into MMR, with MMR surviving the merger as an indirect wholly owned subsidiary of FCX (the merger).
+Added: The Royalty Trust is a statutory trust created as
+Added: contemplated by the merger agreement by FCX under the Delaware Statutory Trust Act pursuant to a trust agreement entered into on December
+Added: 18, 2012 (inception), by and among FCX, as depositor, Wilmington Trust, National Association, as Delaware trustee, and certain officers
+Added: of FCX, as regular trustees.
+Added: On May 29, 2013, Wilmington Trust, National Association, was replaced by BNY Trust of Delaware, as Delaware
+Added: trustee (the Delaware Trustee), through an action of the depositor.
+Added: Effective June 3, 2013, the regular trustees were replaced by The
+Added: Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the Trustee).
+Added: The Royalty Trust was created to hold a 5% gross overriding
+Added: royalty interest (collectively, the overriding royalty interests) in future production from specified Inboard Lower Tertiary/Cretaceous
+Added: exploration prospects located in the shallow waters of the Gulf of Mexico and onshore in South Louisiana that existed as of December 5,
+Added: 2012, the date of the merger agreement (collectively, the subject interests).
+Added: The subject interests were “carved out”
+Added: mineral interests that were acquired by FCX pursuant to the merger and were not considered part of FCX’s purchase consideration
+Added: In connection with the merger, on June 3, 2013, (1)
+Added: FCX, as depositor, McMoRan, as grantor, the Trustee and the Delaware Trustee entered into the amended and restated royalty trust agreement
+Added: to govern the Royalty Trust and the respective rights and obligations of FCX, the Trustee, the Delaware Trustee, and the Royalty Trust
+Added: unitholders with respect to the Royalty Trust (the Royalty Trust Agreement);
+Added: and (2) McMoRan, as grantor, and the Royalty Trust, as grantee,
+Added: entered into the master conveyance of overriding royalty interests (the master conveyance) pursuant to which McMoRan conveyed to the Royalty
+Added: Trust the overriding royalty interests in future production from the subject interests.
+Added: Other than (a) its formation, (b) its receipt
+Added: of contributions and loans from FCX for administrative and other expenses as provided for in the Royalty Trust Agreement, (c) its payment
+Added: of such administrative and other expenses, (d) its repayment of loans from FCX, (e) its receipt of the conveyance of the overriding royalty
+Added: interests from McMoRan pursuant to the master conveyance, (f) its receipt of royalties from McMoRan and HOGA, and (g) its cash distributions
+Added: to Royalty Trust unitholders, if any, the Royalty Trust has not conducted any activities.
+Added: The Trustee has no involvement with, control
+Added: over, or responsibility for, any aspect of any operations on or relating to the subject interests.
+Added: The Trustee receives annual compensation of $200,000.
+Added: Additionally, the Trustee receives reimbursement for its reasonable out-of-pocket expenses incurred in connection with the administration
+Added: of the Royalty Trust.
+Added: The Trustee’s compensation is paid out of the Royalty Trust’s assets.
+Added: The Trustee has a lien on the
+Added: Royalty Trust’s assets to secure payment of its compensation and any indemnification expenses and other amounts to which it is entitled
+Added: under the Royalty Trust Agreement.
+Added: On February 5, 2019, McMoRan completed the sale of
+Added: all of its rights, title and interest in and to the onshore Highlander subject interest pursuant to a purchase and sale agreement with
+Added: HOGA (the Highlander Sale).
+Added: The onshore Highlander subject interest was sold subject to the overriding royalty interest in future production
+Added: held by the Royalty Trust.
+Added: As a result of the Highlander Sale, HOGA has a 72 percent working interest and an approximate 48 percent net
+Added: revenue interest in the onshore Highlander subject interest.
+Added: The Royalty Trust continues to hold a 3.6 percent overriding royalty interest
+Added: in the onshore Highlander subject interest.
+Added: HOGA is the operator of the onshore Highlander subject interest.
+Added: The onshore Highlander subject
+Added: interest is the only subject interest in which HOGA has an interest, as McMoRan previously had relinquished, allowed to expire or sold
+Added: all of the other subject interests.
+Added: Effective December 31, 2024 (the Effective Date),
+Added: FCX, McMoRan and HOGA entered into an Assignment and Assumption Agreement and Bill of Sale, pursuant to which (1) FCX assigned to HOGA,
+Added: and HOGA assumed, all of the financial and other obligations of FCX as depositor under the Royalty Trust Agreement, and (2) McMoRan assigned
+Added: to HOGA, and HOGA assumed, all of the rights and obligations of McMoRan as grantor under the Royalty Trust Agreement and the master conveyance
+Added: that were not previously assumed by HOGA at the time of the Highlander Sale (collectively, the Assignment).
+Added: Notwithstanding the Assignment,
+Added: FCX remains obligated to perform the financial and other obligations owed to the Royalty Trust by the depositor under the Royalty Trust
+Added: Agreement, if HOGA were to be unable to fully perform such obligations in the future.
+Added: At March 31, 2025, HOGA owned interests in approximately
+Added: 30 gas leases onshore in South Louisiana, covering approximately 7,023 gross acres (5,056 acres net to HOGA’s interests) associated
+Added: with the onshore Highlander subject interest.
+Added: As of March 31, 2025, the onshore Highlander subject interest had no production due to the
+Added: shutting in and subsequent abandonment of the sole well producing from the onshore Highlander subject interest as discussed in “–
+Added: Status of the Onshore Highlander Subject Interest ”
+Added: Status of the Onshore Highlander Subject Interest
+Added: As previously disclosed, the sole well producing from
+Added: the onshore Highlander subject interest experienced an operational issue on January 19, 2023, resulting in substantial amounts of water
+Added: entering the well, which caused a shut in of the well before production resumed at significantly reduced levels.
+Added: Following an evaluation
+Added: by HOGA’s field operations team, HOGA determined that it would be necessary to commence operations to control the water production,
+Added: in expectation of eventually initiating “kill”
operations on the well.
−Removed: HOGA informed the Trustee that the well was shut in effective March 31, 2023 and
−Removed: production from the well has ceased with the well having flowed intermittently but not on a continuous basis from that time.
−Removed: 2023, HOGA informed the Trustee that due to the underground flow of fluids into the wellbore, the well cannot be salvaged and must be
−Removed: plugged and abandoned.
−Removed: HOGA subsequently informed the Trustee that operations to permanently plug and abandon the well commenced in early
−Removed: The onshore Highlander subject interest is the only subject interest that has established commercial production.
−Removed: the well eliminated any production from the onshore Highlander subject interest, which also eliminated any proceeds to which the Royalty
−Removed: Trust would be entitled pursuant to its overriding royalty interests during the same period.
−Removed: Unless another well is drilled on the onshore
−Removed: Highlander subject interest, the Royalty Trust does not expect to receive any income attributable to its overriding royalty interests
−Removed: and accordingly, does not expect to have any cash available to distribute to Royalty Trust unitholders in future periods.
−Removed: Royalty Trust’s only other sources of liquidity are mandatory annual contributions, any loans and the required standby reserve
−Removed: account or letter of credit from FCX.
−Removed: As a result, any material adverse change in FCX’s, McMoRan’s or HOGA’s financial
−Removed: condition or results of operations could materially and adversely affect the Royalty Trust and the underlying royalty trust units.
−Removed: SHEET ARRANGEMENTS
−Removed: Royalty Trust has no off-balance sheet arrangements.
−Removed: The Royalty Trust has not guaranteed the debt of any other party, nor does the Royalty
−Removed: Trust have any other arrangements or relationships with other entities that could potentially result in unconsolidated debt, losses or
−Removed: contingent obligations.
−Removed: OF OPERATIONS
−Removed: In accordance with the terms of the master conveyance, during the three-month periods ended September 30, 2024 and 2023,
−Removed: the Royalty Trust did not receive royalty income.
−Removed: During the nine-month period ended September 30, 2024, the Royalty Trust did not receive
+Added: HOGA informed the Trustee that the well was shut in
+Added: effective March 31, 2023 and production from the well ceased.
+Added: In October 2023, HOGA informed the Trustee that due to the underground flow
+Added: of fluids into the wellbore, the well could not be salvaged and would be required to be plugged and abandoned.
+Added: HOGA subsequently notified
+Added: the Trustee that operations had begun to permanently plug and abandon the sole well producing from the onshore Highlander subject interest
+Added: in early March 2024.
+Added: The onshore Highlander subject interest is the only
+Added: subject interest that has established commercial production.
+Added: Abandoning the well eliminated any production from the onshore Highlander
+Added: subject interest, which also eliminated any proceeds to which the Royalty Trust would be entitled pursuant to its overriding royalty interests.
+Added: Unless another well is drilled on the onshore Highlander subject interest and produces hydrocarbons in commercial quantities, the Royalty
+Added: Trust does not expect to receive any income attributable to its overriding royalty interests and accordingly, does not expect to have
+Added: any cash available to distribute to Royalty Trust unitholders in future periods.
+Added: HOGA informed the Trustee that a new well on the onshore
+Added: Highlander subject interest was spudded on January 30, 2025.
+Added: Drilling of the new well remains in progress, and HOGA currently expects
+Added: to reach the planned depth of approximately 30,000 feet in the fourth quarter of 2025.
+Added: Nevertheless, the future production status of this
+Added: well remains unknown.
+Added: Neither the Trustee nor the Royalty Trust unitholders has any right to control or influence operations of the subject
+Added: LIQUIDITY AND CAPITAL RESOURCES
+Added: Pursuant to the Royalty Trust Agreement, the Depositor
+Added: 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
+Added: the Royalty Trust lacks sufficient funds to pay administrative expenses.
+Added: On February 1, 2024, pursuant to this provision, the Depositor
+Added: contributed approximately $166,000 for the payment of trust expenses incurred during the year ended December 31, 2023, and contributed
+Added: the maximum of $350,000 for the payment of trust expenses incurred during the year ending December 31, 2024.
+Added: On April 4, 2025, pursuant
+Added: to this provision, the Depositor contributed $200,750 for the payment of trust expenses incurred during the quarter ended March 31, 2025.
+Added: In addition to such annual contributions, The Depositor
+Added: has agreed to lend money, on an unsecured, interest-free basis, to the Royalty Trust to fund the Royalty Trust’s ordinary administrative
+Added: expenses as set forth in the Royalty Trust Agreement.
+Added: All funds the Trustee borrows to cover expenses or liabilities, whether from the
+Added: Depositor or from any other source, must be repaid before the Royalty Trust unitholders will receive any distributions.
+Added: The Trustee requested
+Added: a loan from the Depositor in the amount of $200,000 on October 16, 2024.
+Added: The Depositor funded the loan request with a check dated November
+Added: Pursuant to the Royalty Trust Agreement, the Depositor
+Added: 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
+Added: 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
+Added: inadequate to pay its obligations at any time.
+Added: Currently, with the consent of the Trustee, the Depositor may reduce the reserve account
+Added: or substitute a letter of credit with a different face amount for the original letter of credit or any substitute letter of credit.
+Added: connection with this arrangement, the Depositor provided $1.0 million to the Royalty Trust.
+Added: The $1.0 million, plus interest collected
+Added: thereon, is reflected as reserve fund cash, with a corresponding reserve fund liability in the accompanying Statements of Assets, Liabilities
+Added: and Trust Corpus.
+Added: As of March 31, 2025, the Depositor had not requested a reduction of the reserve account.
+Added: In accordance with the terms of the master conveyance,
+Added: royalties are paid to the Royalty Trust on the last day of the month following the month in which production payments are received by
+Added: The Royalty Trust did not receive royalties during the three-month periods ended March 31, 2025 and 2024.
+Added: Royalties received by the Royalty Trust must first
+Added: be used to (i) satisfy Royalty Trust administrative expenses and (ii) reduce Royalty Trust indebtedness.
+Added: As of March 31, 2025, the Royalty
+Added: Trust has an outstanding note payable to HOGA of $200,000.
+Added: Each quarter, the Trustee will determine the amount
+Added: of funds available for distribution to the Royalty Trust unitholders.
+Added: Available funds will equal the excess cash received by the Royalty
+Added: Trust from the royalty interests and other sources during that quarter over the Royalty Trust’s liabilities for that quarter.
+Added: funds will be reduced by any cash the Trustee decides to hold as a reserve against future liabilities.
+Added: As of March 31, 2025 the Trustee
+Added: has established a minimum cash reserve of $302,500.
+Added: The minimum cash reserve is not reflective of the Royalty Trust’s operating
+Added: cash balance as of March 31, 2025 and December 31, 2024.
+Added: Distributions will be made to Royalty Trust unitholders only when royalties received
+Added: less administrative expenses incurred and repayment of any indebtedness exceeds the minimum cash reserve.
+Added: Commencing with the distribution to unitholders in
+Added: the first quarter of 2022, the Royalty Trust withheld $8,750 from the funds otherwise available for distribution each quarter through
+Added: the first quarter of 2023, with the intent of gradually building a cash reserve of approximately $350,000.
+Added: As no proceeds were available
+Added: for distribution in the first quarter of 2025, the Royalty Trust did not withhold any funds for the cash reserve.
+Added: Unless another well
+Added: is drilled on the onshore Highlander subject interest as discussed in “Overview –
+Added: Status of the Onshore Highlander Subject
+Added: Interest”
+Added: above, the Royalty Trust does not intend to withhold funds for the cash reserve as the Royalty Trust does not expect to
+Added: have any cash available to distribute to unitholders in future periods.
+Added: This cash is reserved for the payment of future known, anticipated
+Added: or contingent expenses or liabilities of the Royalty Trust.
+Added: The Trustee may increase or decrease the targeted cash reserve amount at any
+Added: time and may increase or decrease the rate at which it is withholding funds to build the cash reserve at any time, without advance notice
+Added: to the unitholders.
+Added: Cash held in reserve will be invested as required by the Royalty Trust Agreement.
+Added: Any cash reserved in excess of the
+Added: amount necessary to pay or provide for the payment of future known, anticipated or contingent expenses or liabilities eventually will
+Added: be distributed to unitholders, together with interest earned on the funds.
+Added: There was no distributable income during the three-month
+Added: periods ended March 31, 2025 and 2024 due to the shutting in and subsequent abandonment of the sole well producing from the onshore Highlander
+Added: subject interest as discussed in “Overview –
+Added: Status of the Onshore Highlander Subject Interest”
+Added: Any distribution
+Added: in a particular period is not necessarily indicative of future distributions.
+Added: The Royalty Trust’s only other sources of liquidity
+Added: are mandatory annual contributions, any loans and the required standby reserve account or letter of credit from HOGA.
+Added: As a result, any
+Added: material adverse change in HOGA’s financial condition or results of operations could materially and adversely affect the Royalty
+Added: Trust and the underlying royalty trust units.
+Added: OFF-BALANCE SHEET ARRANGEMENTS
+Added: The Royalty Trust has no off-balance sheet arrangements.
+Added: The Royalty Trust
+Added: has not guaranteed the debt of any other party, nor does the Royalty Trust have any other arrangements or relationships with other entities
+Added: that could potentially result in unconsolidated debt, losses or contingent obligations.
+Added: RESULTS OF OPERATIONS
Royalty Income.
−Removed: During the nine-month period ended September 30, 2023, the Royalty Trust received royalties of $401,278 related to 101,352
−Removed: Mcf of natural gas production attributable to the onshore Highlander subject interest with average post-production costs of $0.67 per
−Removed: Mcf and an average sales price of $4.63 per Mcf.
−Removed: income was lower during the three- and nine-month periods ended September 30, 2024, as compared to the corresponding 2023 periods, primarily
−Removed: due to lower production resulting from the operational issues relating to the sole well producing from the Highlander subject interest
−Removed: and ultimately the shutting in of the well.
+Added: In accordance with the terms
+Added: of the master conveyance, during the three-month periods ended March 31, 2025 and 2024, the Royalty Trust did not receive royalty income,
+Added: due to the shutting in and subsequent abandonment of the sole well producing from the onshore Highlander subject interest as discussed
+Added: in “Overview –
+Added: Status of the Onshore Highlander Subject Interest”
+Added: Administrative Expenses.
+Added: Administrative expenses
+Added: consist primarily of audit, legal and trustee expenses incurred in connection with the administration of the Royalty Trust.
+Added: three-month periods ended March 31, 2025 and 2024, the Royalty Trust paid administrative expenses of $0 and $421,723, respectively.
Administrative
−Removed: Administrative expenses consist primarily of audit, legal and trustee expenses incurred in connection with the administration
−Removed: of the Royalty Trust.
−Removed: During the three-month periods ended September 30, 2024 and 2023, the Royalty Trust paid administrative expenses
−Removed: of $84,282 and $108,432, respectively.
−Removed: During the nine-month periods ended September 30, 2024 and 2023, the Royalty Trust paid administrative
−Removed: expenses of $662,047 and $469,822, respectively.
−Removed: Administrative expenses were higher for the nine-month period ended September 30, 2024,
−Removed: as compared to the corresponding 2023 period, primarily due to the Trust’s payment of fourth quarter 2023 administrative expenses
−Removed: in the first quarter of 2024.
−Removed: ACCOUNTING STANDARDS
−Removed: Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
−Removed: amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act).
−Removed: Forward-looking statements are all statements
−Removed: other than statements of historical facts, such as any statements regarding the future financial condition of the Royalty Trust or the
−Removed: trading market for the royalty trust units, all statements regarding the respective plans of McMoRan or HOGA for the subject interests,
−Removed: the potential results of any drilling on the subject interests by the applicable operator, anticipated interests of McMoRan or HOGA and
−Removed: the Royalty Trust in any of the subject interests, HOGA’s geologic models and the nature of the geologic trend onshore in South
−Removed: Louisiana discussed in this Form 10-Q, the amount and date of quarterly distributions to Royalty Trust unitholders, expectations regarding
−Removed: any drilling of another well on the Highlander subject interest, and statements regarding the Royalty Trust’s future income from
−Removed: the overriding royalty interests and future distributions to Royalty Trust unitholders and all statements regarding any belief or understanding
−Removed: of the nature or potential of the subject interests.
+Added: expenses were higher for the three-month period ended March 31, 2024, as compared to the corresponding 2025 period, primarily due to the
+Added: Trust’s payment of fourth quarter 2023 administrative expenses in the first quarter of 2024 and deferring payment of first quarter
+Added: 2025 administrative expenses until April 2025.
+Added: NEW ACCOUNTING STANDARDS
+Added: CAUTIONARY STATEMENT
+Added: This Quarterly Report on Form 10-Q contains forward-looking
+Added: statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act
+Added: of 1934, as amended (the Exchange Act).
+Added: Forward-looking statements are all statements other than statements of historical facts, such
+Added: as any statements regarding the future financial condition of the Royalty Trust or the trading market for the royalty trust units, all
+Added: statements regarding the plans of HOGA for the subject interests, the potential results of any drilling on the subject interests by the
+Added: applicable operator, anticipated interests of HOGA and the Royalty Trust in any of the subject interests, HOGA’s geologic models
+Added: and the nature of the geologic trend onshore in South Louisiana discussed in this Form 10-Q, the amount and date of quarterly distributions
+Added: to Royalty Trust unitholders, expectations regarding the drilling of a new well on the Highlander subject interest, and statements regarding
+Added: the Royalty Trust’s future income from the overriding royalty interests and future distributions to Royalty Trust unitholders and
+Added: all statements regarding any belief or understanding of the nature or potential of the subject interests.
The words “anticipates,”
12 unchanged sentences
“potential,”
−Removed: and any similar expressions and/or statements
−Removed: that are not historical facts are intended to identify those assertions as forward-looking statements.
−Removed: Forward-looking
−Removed: statements are not guarantees or assurances of future performance and actual results may differ materially from those anticipated, projected
−Removed: or assumed in the forward-looking statements.
−Removed: Important factors that may cause actual results to differ materially from those anticipated
−Removed: by the forward-looking statements include, but are not limited to, the future plans of FCX and HOGA for their remaining oil and gas properties;
−Removed: the risk that the subject interests will not produce additional hydrocarbons;
+Added: any similar expressions and/or statements that are not historical facts are intended to identify those assertions as forward-looking statements.
+Added: Forward-looking statements are not guarantees or assurances
+Added: of future performance and actual results may differ materially from those anticipated, projected or assumed in the forward-looking statements.
+Added: Important factors that may cause actual results to differ materially from those anticipated by the forward-looking statements include,
+Added: but are not limited to, the future plans of HOGA for its remaining oil and gas properties;
+Added: the risk that the subject interests will not
+Added: produce additional hydrocarbons;
general economic and business conditions;
−Removed: variations in
−Removed: the market demand for, and prices of, oil and natural gas;
+Added: variations in the market demand for, and prices of, oil and
drilling results;
changes in oil and natural gas reserve expectations;
−Removed: potential adoption of new governmental regulations;
−Removed: decisions by FCX, McMoRan or HOGA not to develop and/or transfer the subject interests;
−Removed: any inability of FCX, McMoRan or HOGA to develop the subject interests;
−Removed: damages to facilities resulting from natural disasters or accidents;
−Removed: fluctuations in the market price, volume and frequency of the trading market for the royalty trust units;
−Removed: the amount of cash received
−Removed: or expected to be received by the Trustee from the underlying subject interests on or prior to a record date for a quarterly cash distributions;
−Removed: the cost and timing of drilling a new well on the Highlander subject interest;
+Added: the potential adoption of new governmental regulations;
+Added: decisions by HOGA not to develop and/or transfer the subject interests;
+Added: any inability of HOGA to develop the subject interests;
+Added: to facilities resulting from natural disasters or accidents;
+Added: fluctuations in the market price, volume and frequency of the trading market
+Added: for the royalty trust units;
+Added: the amount of cash received or expected to be received by the Trustee from the underlying subject interests
+Added: on or prior to a record date for a quarterly cash distributions;
+Added: the cost and timing of drilling a new well on the Highlander subject
and other factors described in Part I, Item 1A.
−Removed: Factors”
−Removed: in the 2023 Form 10-K, as updated by the Royalty Trust’s subsequent filings with the SEC.
−Removed: Any differences in actual
−Removed: cash receipts by the Royalty Trust could affect the amount of quarterly cash distributions.
−Removed: are cautioned that current production rates may not be indicative of future production rates or of the amounts of hydrocarbons that a
−Removed: well may produce, and that many of the assumptions upon which forward-looking statements are based are likely to change after such forward-looking
−Removed: statements are made, which the Royalty Trust cannot control.
−Removed: The Royalty Trust cautions investors that it does not intend to update its
−Removed: forward-looking statements, notwithstanding any changes in assumptions, changes in business plans, actual experience, or other changes,
−Removed: and the Royalty Trust undertakes no obligation to update any forward-looking statements except as required by law.
−Removed: Quantitative and Qualitative Disclosures About Market Risk .
−Removed: a smaller reporting company, the Royalty Trust is not required to provide the information required by this Item.
+Added: “Risk Factors”
+Added: in the 2024 Form 10-K, as updated by the Royalty
+Added: Trust’s subsequent filings with the SEC.
+Added: Any differences in actual cash receipts by the Royalty Trust could affect the amount of
+Added: quarterly cash distributions.
+Added: Investors are cautioned that current production rates
+Added: may not be indicative of future production rates or of the amounts of hydrocarbons that a well may produce, and that many of the assumptions
+Added: upon which forward-looking statements are based are likely to change after such forward-looking statements are made, which the Royalty
+Added: Trust cannot control.
+Added: The Royalty Trust cautions investors that it does not intend to update its forward-looking statements, notwithstanding
+Added: any changes in assumptions, changes in business plans, actual experience, or other changes, and the Royalty Trust undertakes no obligation
+Added: to update any forward-looking statements except as required by law.
+Added: Quantitative and Qualitative Disclosures
+Added: About Market Risk .
+Added: As a smaller reporting company, the Royalty Trust
+Added: is not required to provide the information required by this Item.
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.