Gulf Coast Ultra Deep Royalty Trust - Quarter Report: 2021 September (Form 10-Q)
| UNITED STATES | |||||||||||
| SECURITIES AND EXCHANGE COMMISSION | |||||||||||
| Washington, D.C. 20549 | |||||||||||
| FORM 10-Q | |||||||||||
| (Mark One) | |||||||||||
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE | ||||||||||
| SECURITIES EXCHANGE ACT OF 1934 | |||||||||||
For the quarterly period ended September 30, 2021 | |||||||||||
| OR | |||||||||||
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE | ||||||||||
| SECURITIES EXCHANGE ACT OF 1934 | |||||||||||
| For the transition period from | to | ||||||||||
| Commission File Number: 001-36386 | |||||||||||
| Gulf Coast Ultra Deep Royalty Trust | |||||||||||
| (Exact name of registrant as specified in its charter) | |||||||||||
| Delaware | 46-6448579 | ||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| The Bank of New York Mellon Trust Company, N.A., as trustee 601 Travis Street, 16th Floor | |||||||||||
| Houston, Texas | 77002 | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
| (512) 236-6555 | |||||||||||
| (Registrant's telephone number, including area code) | |||||||||||
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes o No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). o Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o | ||||
Non-accelerated filer þ | Smaller reporting company þ | ||||
Emerging growth company o | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o Yes þ No
On November 8, 2021, there were 230,172,696 royalty trust units outstanding representing beneficial interests in the registrant.
| GULF COAST ULTRA DEEP ROYALTY TRUST | |||||
| TABLE OF CONTENTS | |||||
| Page | |||||
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements.
GULF COAST ULTRA DEEP ROYALTY TRUST
STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS
| September 30, | December 31, | ||||||||||||||||
| 2021 | 2020 | ||||||||||||||||
| ASSETS | (unaudited) | (audited) | |||||||||||||||
| Operating cash | $ | 279,304 | $ | 321,252 | |||||||||||||
| Reserve fund cash and short-term investments | 1,054,528 | 1,054,444 | |||||||||||||||
| Overriding royalty interests in subject interests, net | 497,575 | 609,806 | |||||||||||||||
| Total assets | $ | 1,831,407 | $ | 1,985,502 | |||||||||||||
| LIABILITIES AND TRUST CORPUS | |||||||||||||||||
| Reserve fund liability | $ | 1,054,528 | $ | 1,054,444 | |||||||||||||
| Trust corpus (230,172,696 royalty trust units authorized, issued and | |||||||||||||||||
| outstanding as of September 30, 2021 and December 31, 2020) | 776,879 | 931,058 | |||||||||||||||
| Total liabilities and trust corpus | $ | 1,831,407 | $ | 1,985,502 | |||||||||||||
The accompanying notes are an integral part of these financial statements.
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GULF COAST ULTRA DEEP ROYALTY TRUST
STATEMENTS OF DISTRIBUTABLE INCOME (Unaudited)
| Three Months Ended | Nine Months Ended, | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Royalty income | $ | 134,631 | $ | 163,604 | $ | 586,196 | $ | 597,667 | |||||||||||||||
| Interest income and other | 8 | 23 | 24 | 1,845 | |||||||||||||||||||
| Administrative expenses | (105,335) | (138,236) | (476,328) | (495,600) | |||||||||||||||||||
| Income in excess of administrative expenses (Note 4) | $ | 29,304 | $ | 25,391 | $ | 109,892 | $ | 103,912 | |||||||||||||||
| Distributable income (Note 4) | $ | 29,304 | $ | 25,391 | $ | 109,892 | $ | 103,912 | |||||||||||||||
| Distributable income per royalty trust unit | $ | 0.000127 | $ | 0.000110 | $ | 0.000477 | $ | 0.000451 | |||||||||||||||
| Royalty trust units outstanding at end of period | 230,172,696 | 230,172,696 | 230,172,696 | 230,172,696 | |||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
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GULF COAST ULTRA DEEP ROYALTY TRUST
STATEMENTS OF CHANGES IN TRUST CORPUS (Unaudited)
| Three Months Ended | Nine Months Ended, | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Trust corpus, beginning of period | $ | 832,529 | $ | 962,288 | $ | 931,058 | $ | 1,236,176 | |||||||||||||||
| Amortization of overriding royalty interests in subject interests | (36,955) | (54,854) | (112,231) | (168,195) | |||||||||||||||||||
| Income in excess of administrative expenses | 29,304 | 25,391 | 109,892 | 103,912 | |||||||||||||||||||
| Distributions paid | (47,999) | (1,702) | (151,840) | (240,770) | |||||||||||||||||||
| Trust corpus, end of period | $ | 776,879 | $ | 931,123 | $ | 776,879 | $ | 931,123 | |||||||||||||||
The accompanying notes are an integral part of these financial statements.
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GULF COAST ULTRA DEEP ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS (Unaudited)
1. BASIS OF ACCOUNTING AND SIGNIFICANT ACCOUNTING POLICIES
The financial statements of Gulf Coast Ultra Deep Royalty Trust (the Royalty Trust) are prepared on the modified cash basis of accounting and are not intended to present the Royalty Trust’s financial position and results of operations in conformity with United States (U.S.) generally accepted accounting principles (GAAP). This other comprehensive basis of accounting corresponds to the accounting permitted for royalty trusts by the U.S. Securities and Exchange Commission (SEC), as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts.
The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all required information and disclosures. Therefore, this information should be read in conjunction with the Royalty Trust’s financial statements and notes contained in its annual report on Form 10-K for the year ended December 31, 2020. The information furnished herein reflects all adjustments that are, in the opinion of The Bank of New York Mellon Trust Company, N.A. (the Trustee), necessary for a fair statement of the results for the interim periods reported. All such adjustments are, in the opinion of the Trustee, of a normal recurring nature. Operating results for the three- and nine-month periods ended September 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).
Royalties are recorded in royalty income on the statements of distributable income when received under the modified cash basis of accounting.
2. OVERRIDING ROYALTY INTERESTS
No impairment charges were recorded during the three- or nine-month periods ended September 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 $36,955 and $112,231 during the three- and nine-month periods ended September 30, 2021, respectively, and $54,854 and $168,195 during the three- and nine-month periods ended September 30, 2020, respectively. Accumulated amortization was $6,259,125 and $6,146,894 at September 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. The Royalty Trust holds a 3.6 percent overriding royalty interest in the onshore Highlander subject interest. McMoRan Oil & Gas LLC (McMoRan) was the operator of the onshore Highlander subject interest through May 31, 2019. HOGA is the operator of the onshore Highlander subject interest.
3. RELATED PARTY TRANSACTIONS
Royalty Income. 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 September 30, 2021, only the onshore Highlander subject interest had established commercial production. The Royalty Trust received royalties of $134,631 and $586,196 during the three- and nine-month periods ended September 30, 2021, respectively, and $163,604 and $597,667 during the three- and nine-month periods ended September 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 September 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.
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In November 2021, the Trustee notified HOGA that the Trustee intends to withhold a portion of the funds otherwise available for distribution each quarter to gradually build a cash reserve for the payment of future known, anticipated or contingent expenses or liabilities, commencing with the distribution payable in the first quarter of 2022. The Trustee may increase or decrease 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 reserve at any time, without advance notice to the unitholders. Cash held in reserve will be invested as required by the royalty trust agreement. Any cash reserved in excess of the amount necessary to pay or provide for the payment of 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 4.
Funding of Administrative Expenses. Pursuant to the royalty trust agreement, Freeport-McMoRan Inc. (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- and nine-month periods ended September 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 September 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. Currently, with the consent of the Trustee, FCX may reduce the reserve account or substitute a letter of credit with a different face amount for the original letter of credit or any substitute letter of credit. In connection with this arrangement, FCX provided $1.0 million to the Royalty Trust. 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 September 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. HOGA performs all administrative and reporting responsibilities with respect to the Royalty Trust, including those described in Article III of the royalty trust agreement.
Compensation of the Trustee. The Trustee receives annual compensation of $200,000. Additionally, the Trustee receives reimbursement for its reasonable out-of-pocket expenses incurred in connection with the administration of the Royalty Trust. The Trustee’s compensation is paid out of the Royalty Trust's assets. 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.
Royalty Trust Units Held by FCX and HOGA. At September 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.
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4. 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- and nine-month periods ended September 30, 2021 and 2020, are set forth in the table below.
| Three Months Ended | Nine Months Ended, | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Natural gas sales volumes (Mcf) (a) | 52,667 | 130,604 | 240,857 | 400,463 | |||||||||||||||||||
| Natural gas average sales price (per Mcf) | $ | 3.01 | $ | 1.59 | $ | 2.85 | $ | 1.83 | |||||||||||||||
| Gross proceeds | 158,507 | 207,960 | 687,552 | 734,635 | |||||||||||||||||||
| Post-production costs and specified taxes | (23,876) | (44,356) | (101,356) | (136,968) | |||||||||||||||||||
| Royalty income | 134,631 | 163,604 | 586,196 | 597,667 | |||||||||||||||||||
| Interest and dividend income | 8 | 23 | 24 | 1,845 | |||||||||||||||||||
| Administrative expenses | (105,335) | (138,236) | (476,328) | (495,600) | |||||||||||||||||||
| Income in excess of administrative expenses | 29,304 | 25,391 | 109,892 | 103,912 | |||||||||||||||||||
| Net cash proceeds available for distribution | $ | 29,304 | $ | 25,391 | $ | 109,892 | $ | 103,912 | |||||||||||||||
(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, for the three-month periods ended June 30, 2021 and 2020, and for the three-month periods ended September 30, 2021 and 2020, is set forth in the table below.
| 2021 | 2020 | |||||||||||||||||||||||||||||||||||||||||||
| 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 | |||||||||||||||||||||||||||||||||||
| $ | 29,304 | $0.000127 | 10/29/2021 | 11/12/2021 | $ | 25,391 | $0.000110 | 10/30/2020 | 11/13/2020 | |||||||||||||||||||||||||||||||||||
These distributions are not necessarily indicative of future distributions.
5. CONTINGENCIES AND OTHER COMMITMENTS
Litigation. There are currently no pending legal proceedings to which the Royalty Trust is a party.
6. SUBSEQUENT EVENTS
On October 15, 2021, the Royalty Trust declared a cash distribution of $0.000127 per unit payable on November 12, 2021, to Royalty Trust unitholders of record on October 29, 2021. For additional information, see Note 4.
The Royalty Trust evaluated all other events subsequent to September 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.
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Item 2. Trustee's Discussion and Analysis of Financial Condition and Results of Operations.
OVERVIEW
You should read the following discussion in conjunction with the financial statements of Gulf Coast Ultra Deep Royalty Trust (the Royalty Trust) and the related Trustee’s Discussion and Analysis of Financial Condition and Results of Operations and the discussion of its Business and Properties in the Royalty Trust's Annual Report on Form 10-K for the year ended December 31, 2020 (2020 Form 10-K), filed with the United States (U.S.) Securities and Exchange Commission (SEC). The results of operations reported and summarized below are not necessarily indicative of future operating results. Unless otherwise specified, all references to “Notes” refer to the Notes to Financial Statements located in Part I, Item I. “Financial Statements” of this Form 10-Q. Also see the 2020 Form 10-K for a glossary of definitions for some of the oil and gas industry terms used in this Form 10-Q. Additionally, please refer to the section entitled “Cautionary Statement” on page 12 of this Form 10-Q. The information below has been furnished to the Trustee by Highlander Oil & Gas Assets LLC (HOGA).
COVID-19 Pandemic and Market Conditions Update
In March 2020, the World Health Organization designated the outbreak of the novel coronavirus known as COVID-19 as a pandemic. The COVID-19 pandemic and related economic repercussions have created significant volatility, uncertainty, and turmoil in the oil and natural gas industry. If there is a resurgence of the virus across the U.S. and other locations around the world, the extent of these impacts on the oil and natural gas industry and further effects on the Royalty Trust cannot be reasonably predicted at this time.
Business Overview
On June 3, 2013, Freeport-McMoRan Inc. (FCX) and McMoRan Exploration Co. (MMR) completed the transactions contemplated by the Agreement and Plan of Merger, dated as of December 5, 2012 (the merger agreement), by and among MMR, FCX, and INAVN Corp., a Delaware corporation and indirect wholly owned subsidiary of FCX (Merger Sub). Pursuant to the merger agreement, Merger Sub merged with and into MMR, with MMR surviving the merger as an indirect wholly owned subsidiary of FCX (the merger).
FCX's oil and gas assets are held through its wholly owned subsidiary, FCX Oil & Gas LLC (FM O&G). As a result of the merger, MMR and McMoRan Oil & Gas LLC (McMoRan) are both indirect wholly owned subsidiaries of FM O&G.
The Royalty Trust is a statutory trust created as contemplated by the merger agreement by FCX under the Delaware Statutory Trust Act pursuant to a trust agreement entered into on December 18, 2012 (inception), by and among FCX, as depositor, Wilmington Trust, National Association, as Delaware trustee, and certain officers of FCX, as regular trustees. On May 29, 2013, Wilmington Trust, National Association, was replaced by BNY Trust of Delaware, as Delaware trustee (the Delaware Trustee), through an action of the depositor. Effective June 3, 2013, the regular trustees were replaced by The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the Trustee).
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, the date of the merger agreement (collectively, the subject interests). The subject interests were “carved out” of the mineral interests that were acquired by FCX pursuant to the merger and were not considered part of FCX's purchase consideration of MMR. 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.
In connection with the merger, on June 3, 2013, (1) FCX, as depositor, McMoRan, as grantor, the Trustee and the Delaware Trustee entered into the amended and restated royalty trust agreement to govern the Royalty Trust and the respective rights and obligations of FCX, the Trustee, the Delaware Trustee, and the Royalty Trust unitholders with respect to the Royalty Trust (the royalty trust agreement); and (2) McMoRan, as grantor, and the Royalty Trust, as grantee, entered into the master conveyance of overriding royalty interests (the master conveyance) pursuant to which McMoRan conveyed to the Royalty Trust the overriding royalty interests in future production from the subject interests. Other than (a) its formation, (b) its receipt of contributions and loans from FCX for administrative and other
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expenses as provided for in the royalty trust agreement, (c) its payment of such administrative and other expenses, (d) its repayment of loans from FCX, (e) its receipt of the conveyance of the overriding royalty interests from McMoRan pursuant to the master conveyance, (f) its receipt of royalties from McMoRan and HOGA, and (g) its cash distributions to Royalty Trust unitholders, the Royalty Trust has not conducted any activities. The Trustee has no involvement with, control over, or responsibility for, any aspect of any operations on or relating to the subject interests.
The Trustee receives annual compensation of $200,000. Additionally, the Trustee receives reimbursement for its reasonable out-of-pocket expenses incurred in connection with the administration of the Royalty Trust. The Trustee’s compensation is paid out of the Royalty Trust's assets. 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 September 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). The onshore Highlander subject interest was sold subject to the overriding royalty interest in future production held by the Royalty Trust. As a result of the Highlander Sale, HOGA has a 72 percent working interest and an approximate 48 percent net revenue interest in the onshore Highlander subject interest. The Royalty Trust continues to hold a 3.6 percent overriding royalty interest in the onshore Highlander subject interest. McMoRan was the operator of the onshore Highlander subject interest through May 31, 2019. HOGA qualified and was designated as the operator on June 1, 2019. 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.
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 September 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. Whether or not HOGA maintains the acreage associated with the onshore Highlander subject interest is determined by HOGA's current and future plans, over which the Royalty Trust has no control.
LIQUIDITY AND CAPITAL RESOURCES
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- and nine-month periods ended September 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 as of September 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.
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. Currently, with the consent of the Trustee, FCX may reduce the reserve account or substitute a letter of credit with a different face amount for the original letter of credit or any substitute letter of credit. In connection with this arrangement, FCX provided $1.0 million to the Royalty Trust. The $1.0 million, plus interest collected thereon, is held in reserve fund cash. As of September 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 September 30, 2021, only the onshore Highlander subject interest had established commercial production. The Royalty Trust received
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royalties of $134,631 and $586,196 during the three- and nine-month periods ended September 30, 2021, respectively, and $163,604 and $597,667 during the three- and nine-month periods ended September 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 September 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.
In November 2021, the Trustee notified HOGA that the Trustee intends to withhold a portion of the funds otherwise available for distribution each quarter to gradually build a cash reserve for the payment of future known, anticipated or contingent expenses or liabilities, commencing with the distribution payable in the first quarter of 2022. The Trustee may increase or decrease 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 reserve at any time, without advance notice to the unitholders. Cash held in reserve will be invested as required by the royalty trust agreement. Any cash reserved in excess of the amount necessary to pay or provide for the payment of future known, anticipated or contingent expenses or liabilities eventually will be distributed to unitholders, together with interest earned on the funds.
Distributable income totaled $29,304 and $109,892 during the three- and nine-month periods ended September 30, 2021, respectively, and $25,391 and $103,912 during the three- and nine-month periods ended September 30, 2020, respectively. On October 15, 2021, the Royalty Trust declared a cash distribution of $0.000127 per unit payable on November 12, 2021, to Royalty Trust unitholders of record on October 29, 2021. These distributions are not necessarily indicative of future distributions. The Royalty Trust's only other sources of liquidity are mandatory annual contributions, any loans and the required standby reserve account or letter of credit from FCX. As a result, any material adverse change in FCX's, McMoRan's or HOGA's financial condition or results of operations could materially and adversely affect the Royalty Trust and the underlying royalty trust units.
OFF-BALANCE SHEET ARRANGEMENTS
The Royalty Trust has no off-balance sheet arrangements. The Royalty Trust has not guaranteed the debt of any other party, nor does the Royalty Trust have any other arrangements or relationships with other entities that could potentially result in unconsolidated debt, losses or contingent obligations.
RESULTS OF OPERATIONS
Royalty Income. As of September 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 September 30, 2021, the Royalty Trust received royalties of $134,631 related to 52,667 thousand cubic feet (“Mcf”) of natural gas production attributable to the onshore Highlander subject interest with average post-production costs of $0.45 per Mcf and an average sales price of $3.01 per Mcf. During the three-month period ended September 30, 2020, the Royalty Trust received royalties of $163,604 related to 130,604 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 $1.59 per Mcf.
During the nine-month period ended September 30, 2021, the Royalty Trust received royalties of $586,196 related to 240,857 Mcf of natural gas production attributable to the onshore Highlander subject interest with average post-production costs of $0.42 per Mcf and an average sales price of $2.85 per Mcf. During the nine-month period ended September 30, 2020, the Royalty Trust received royalties of $597,667 related to 400,463 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 $1.83 per Mcf.
Royalty income was lower during the three- and nine-month periods ended September 30, 2021, as compared to the corresponding 2020 periods primarily due to lower production, partially offset by higher natural gas prices.
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 September 30, 2021 and 2020, the Royalty Trust paid administrative expenses of $105,335 and $138,236, respectively. During the nine-month periods ended September 30, 2021 and 2020, the Royalty Trust paid administrative expenses of $476,328
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and $495,600, respectively. Administrative expenses were lower for the three- and nine-month periods ended September 30, 2021 as compared to the corresponding 2020 periods, primarily because of the timing of payments for professional fees.
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NEW ACCOUNTING STANDARDS
None.
CAUTIONARY STATEMENT
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are all statements other than statements of historical facts, such as any statements regarding the future financial condition of the Royalty Trust or the trading market for the royalty trust units, all statements regarding the respective plans of McMoRan or HOGA for the subject interests, the potential results of any drilling on the subject interests by the applicable operator, anticipated interests of McMoRan or HOGA and the Royalty Trust in any of the subject interests, HOGA's geologic models and the nature of the geologic trend onshore in South Louisiana discussed in this Form 10-Q, the amount and date of quarterly distributions to Royalty Trust unitholders, the potential impact of a resurgence of COVID-19 on the oil and gas industry and on the Royalty Trust, and all statements regarding any belief or understanding of the nature or potential of the subject interests. The words “anticipates,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “projects,” “intends,” “likely,” “will,” “should,” “to be,” “potential,” and any similar expressions and/or statements that are not historical facts are intended to identify those assertions as forward-looking statements.
Forward-looking statements are not guarantees or assurances of future performance and actual results may differ materially from those anticipated, projected or assumed in the forward-looking statements. Important factors that may cause actual results to differ materially from those anticipated 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; the risk that the subject interests will not produce additional hydrocarbons; general economic and business conditions; variations in the market demand for, and prices of, oil and natural gas; drilling results; changes in oil and natural gas reserve expectations; the potential adoption of new governmental regulations; decisions by FCX, McMoRan or HOGA not to develop and/or transfer the subject interests; any inability of FCX, McMoRan or HOGA to develop the subject interests; damages to facilities resulting from natural disasters or accidents; fluctuations in the market price, volume and frequency of the trading market for the royalty trust units; the amount of cash received 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; the economic effects of the COVID-19 pandemic and federal, state and local governmental actions in response to the pandemic; and other factors described in Part I, Item 1A. “Risk Factors” in the 2020 Form 10-K, as updated by the Royalty Trust’s subsequent filings with the SEC. Any differences in actual cash receipts by the Royalty Trust could affect the amount of quarterly cash distributions.
Investors are cautioned that current production rates 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 upon which forward-looking statements are based are likely to change after such forward-looking statements are made, which the Royalty Trust cannot control. The Royalty Trust cautions investors that it does not intend to update its forward-looking statements, notwithstanding any changes in assumptions, changes in business plans, actual experience, or other changes, and the Royalty Trust undertakes no obligation to update any forward-looking statements except as required by law.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a smaller reporting company, the Royalty Trust is not required to provide the information required by this Item.
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Item 4. Controls and Procedures.
(a) Evaluation of disclosure controls and procedures. The Royalty Trust has no employees, and, therefore, does not have a principal executive officer or principal financial officer. Accordingly, the Trustee is responsible for making the evaluations, assessments and conclusions required pursuant to this Item 4. The Trustee has evaluated the effectiveness of the Royalty Trust's “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-Q. Based on this evaluation, the Trustee has concluded that the Royalty Trust's disclosure controls and procedures are effective as of the end of the period covered by this Form 10-Q.
Due to the nature of the Royalty Trust as a passive entity and in light of the contractual arrangements pursuant to which the Royalty Trust was created, including the provisions of (i) the amended and restated royalty trust agreement and (ii) the master conveyance, the Royalty Trust's disclosure controls and procedures necessarily rely on (A) information provided by FCX or HOGA, including information relating to results of operations, the costs and revenues attributable to the subject interests and other operating and historical data, plans for future operating and capital expenditures, reserve information, information relating to projected production, and other information relating to the status and results of operations of the subject interests and the overriding royalty interests, and (B) conclusions and reports regarding reserves by the Royalty Trust's independent reserve engineers.
(b) Changes in internal control over financial reporting. During the quarter ended September 30, 2021, there has been no change in the Royalty Trust's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Royalty Trust's internal control over financial reporting. The Trustee notes for purposes of clarification that it has no authority over, and makes no statement concerning, the internal control over financial reporting of FCX or HOGA.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
There are currently no pending legal proceedings to which the Royalty Trust is a party.
Item 1A. Risk Factors.
Please refer to Part I, Item 1A. “Risk Factors” in the 2020 Form 10-K. Any of these factors could result in a significant or material adverse effect on the Royalty Trust's results of operations or financial condition. There have been no material changes to the Royalty Trust’s risk factors since the 2020 Form 10-K.
Item 6. Exhibits.
The following exhibits are filed or furnished as part of this quarterly report on Form 10-Q:
| Filed or | |||||||||||||||||||||||
| Furnished | |||||||||||||||||||||||
| Exhibit | with this | Incorporated by Reference | |||||||||||||||||||||
| Number | Exhibit Title | Form 10-Q | Form | File No. | Date Filed | ||||||||||||||||||
| 10-Q | 333-185742 | August 14, 2013 | |||||||||||||||||||||
| X | |||||||||||||||||||||||
| X | |||||||||||||||||||||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Gulf Coast Ultra Deep Royalty Trust | |||||||||||
| By: | The Bank of New York Mellon | ||||||||||
Trust Company, N.A., as Trustee | |||||||||||
| By: | /s/ Sarah C. Newell | ||||||||||
| Sarah C. Newell | |||||||||||
Vice President | |||||||||||
| Date: November 12, 2021 | |||||||||||
The Registrant, Gulf Coast Ultra Deep Royalty Trust, has no principal executive officer, principal financial officer, controller or chief accounting officer, board of directors or persons performing similar functions. Accordingly, no additional signatures are available and none have been provided. In signing the report above, the Trustee does not imply that it has performed any such function or that any such function exists pursuant to the terms of the amended and restated royalty trust agreement, dated June 3, 2013, under which it serves.
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