UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the quarterly period ended June 30, 2025
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: 001-35160
VOC ENERGY TRUST
(Exact name of registrant as specified in its charter)
| Delaware |
80-6183103 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| The Bank of New York Mellon Trust Company, N.A., Trustee |
|
| Global Corporate Trust |
|
| 601 Travis Street, Floor 16 |
|
| Houston, Texas |
77002 |
| (Address of principal executive offices) |
(Zip Code) |
1-713-483-6020
(Registrant’s telephone number, including
area code)
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units of Beneficial Interest |
|
VOC |
|
The New York Stock Exchange |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x
No ¨
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). Yes ¨ 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 ¨ |
|
Accelerated
filer ¨ |
| Non-accelerated
filer x |
|
Smaller
reporting company x |
| |
|
Emerging
growth company ¨ |
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. ¨
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No
x
As of August 12, 2025, 17,000,000 Units of Beneficial
Interest in VOC Energy Trust were outstanding.
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
VOC ENERGY TRUST
STATEMENTS OF DISTRIBUTABLE INCOME
(Unaudited)
| | |
Three months ended
June 30, | | |
Six months ended
June 30, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Income from net profits interest | |
$ | 2,484,950 | | |
$ | 3,377,463 | | |
$ | 4,383,770 | | |
$ | 6,981,577 | |
| Cash on hand withheld for Trust expenses | |
| (61,059 | ) | |
| (196,626 | ) | |
| (102,358 | ) | |
| (214,281 | ) |
| General and administrative expenses (1) | |
| (213,891 | ) | |
| (120,837 | ) | |
| (626,412 | ) | |
| (477,296 | ) |
| Distributable income | |
$ | 2,210,000 | | |
$ | 3,060,000 | | |
$ | 3,655,000 | | |
$ | 6,290,000 | |
| Distributions per Trust unit (17,000,000 Trust units issued and outstanding at June 30, 2025 and 2024) | |
$ | 0.13 | | |
$ | 0.18 | | |
$ | 0.215 | | |
$ | 0.37 | |
| (1) | Includes $32,464 and $31,215 paid to VOC Brazos Energy Partners, LP (“VOC Brazos”) during the three months ended June 30,
2025 and 2024, respectively, and $63,679 and $61,229 during the six months ended June 30, 2025 and 2024, respectively. Also includes
$37,500 paid to The Bank of New York Mellon Trust Company, N.A. during each of the three-month periods ended June 30, 2025 and 2024
and $75,000 during each of the six-month periods ended June 30, 2025 and 2024. |
STATEMENTS OF ASSETS AND TRUST CORPUS
| | |
June 30,
2025 | | |
December 31,
2024 | |
| | |
(Unaudited) | | |
| |
| ASSETS | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 1,847,035 | | |
$ | 1,744,677 | |
| Investment in net profits interest | |
| 140,591,606 | | |
| 140,591,606 | |
| Accumulated amortization and impairment | |
| (131,345,148 | ) | |
| (130,464,406 | ) |
| Total assets | |
$ | 11,093,493 | | |
$ | 11,871,877 | |
| | |
| | | |
| | |
| TRUST CORPUS | |
| | | |
| | |
| Trust corpus, 17,000,000 Trust units issued and outstanding at June 30, 2025 and December 31, 2024 | |
$ | 11,093,493 | | |
$ | 11,871,877 | |
STATEMENTS OF CHANGES IN TRUST CORPUS
(Unaudited)
| | |
Three months ended
June 30, | | |
Six months ended
June 30, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Trust corpus, beginning of period | |
$ | 11,471,407 | | |
$ | 12,928,840 | | |
$ | 11,871,877 | | |
$ | 13,372,565 | |
| Income from net profits interest | |
| 2,484,950 | | |
| 3,377,463 | | |
| 4,383,770 | | |
| 6,981,577 | |
| Cash distributions | |
| (2,210,000 | ) | |
| (3,060,000 | ) | |
| (3,655,000 | ) | |
| (6,290,000 | ) |
| Trust expenses | |
| (213,891 | ) | |
| (120,837 | ) | |
| (626,412 | ) | |
| (477,296 | ) |
| Amortization of net profits interest | |
| (438,973 | ) | |
| (438,298 | ) | |
| (880,742 | ) | |
| (899,678 | ) |
| Trust corpus, end of period | |
$ | 11,093,493 | | |
$ | 12,687,168 | | |
$ | 11,093,493 | | |
$ | 12,687,168 | |
The accompanying notes are an integral part of
these financial statements.
VOC ENERGY TRUST
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 1. Organization of the Trust
VOC Energy Trust (the “Trust”) is a
statutory trust formed on November 3, 2010 (capitalized on December 17, 2010), under the Delaware Statutory Trust Act pursuant
to a Trust Agreement dated November 3, 2010 (as amended and restated on May 10, 2011, the “Trust Agreement”) among
VOC Brazos Energy Partners, L.P., a Texas limited partnership (“VOC Brazos”), as trustor, The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), and Wilmington Trust Company, as Delaware Trustee (the “Delaware Trustee”).
The Trust was created to acquire and hold a term net profits interest for the benefit of the Trust unitholders.
VOC Brazos is a privately held limited partnership
engaged in the production and development of oil and natural gas from properties located in Texas. VOC Kansas Energy Partners, L.L.C.,
a Kansas limited liability company (“VOC Kansas”), is a privately held limited liability company engaged in the production
and development of oil and natural gas from properties primarily located in Kansas along with a limited number of Texas properties. In
connection with the closing of the initial public offering of units of beneficial interest in the Trust (“Trust Units”) in
May 2011, VOC Brazos acquired all of the membership interests in VOC Kansas in exchange for newly issued limited partner interests
in VOC Brazos pursuant to a Contribution and Exchange Agreement, dated August 30, 2010, as amended, by and between VOC Brazos and
VOC Kansas. This resulted in VOC Kansas becoming a wholly-owned subsidiary of VOC Brazos.
The Trust was created to acquire and hold a term
net profits interest representing the right to receive 80% of the net proceeds (calculated as described below in Note 5) from production
from the underlying properties (as defined below). The net profits interest consists of working interests in substantially all of the
oil and natural gas properties held by VOC Brazos and VOC Kansas in the States of Kansas and Texas as of the date of the conveyance of
the net profits interest to the Trust. We refer to the properties in which the Trust holds the net profits interest as the “underlying
properties.”
The net profits interest is passive in nature,
and the Trustee has no management control over and no responsibility relating to the operation of the underlying properties. The net profits
interest entitles the Trust to receive 80% of the net proceeds attributable to VOC Brazos’ interest from the sale of production
from the underlying properties during the term of the Trust. The net profits interest will terminate on the later to occur of (1) December 31,
2030 or (2) the time when 10.6 million barrels of oil equivalent (“MMBoe”) (which is the equivalent of 8.5 MMBoe
in respect of the net profits interest) have been produced from the underlying properties and sold, and the Trust will soon thereafter
wind up its affairs and terminate.
As of June 30, 2025, cumulatively, since inception,
the Trust has received payment for 80% of the net proceeds attributable to VOC Brazos’ interest from the sale of 9.4 MMBoe of production
from the underlying properties (which is the equivalent of 7.5 MMBoe (unaudited) in respect of the net profits interest).
The Trustee can authorize the Trust to borrow money
to pay administrative or incidental expenses of the Trust that exceed cash held by the Trust. The Trustee may authorize the Trust to borrow
from the Trustee or the Delaware Trustee as a lender provided the terms of the loan are similar to the terms it would grant to a similarly
situated commercial customer with whom it did not have a fiduciary relationship. The Trustee may also deposit funds awaiting distribution
in an account with itself and make other short-term investments with the funds distributed to the Trust.
Note 2. Basis of Presentation
The accompanying Statement of Assets and Trust
Corpus as of December 31, 2024, which has been derived from audited financial statements, and the unaudited interim financial statements
as of June 30, 2025 and for the three- and six-month periods ended June 30, 2025 and 2024, have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and note
disclosures normally included in annual financial statements have been omitted pursuant to those rules and regulations.
The preparation of financial statements requires
the Trust to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. The Trustee believes such information includes all the disclosures necessary to make
the information presented not misleading. The information furnished reflects all adjustments that are, in the opinion of the Trustee,
necessary for a fair presentation of the results of the interim period presented. The financial information should be read in conjunction
with the financial statements and notes thereto included in the Trust’s Annual Report on Form 10-K for the year ended December 31,
2024.
Note 3. Trust Accounting Policies
The Trust uses the modified cash basis of accounting
to report receipts of the net profits interest and payments of expenses incurred. The net profits interest represents the right to receive
revenues (oil and natural gas sales), less direct operating expenses (lease operating expenses, lease maintenance, lease overhead, and
production and property taxes) and an adjustment for lease equipment costs and lease development expenses (which are capitalized in financial
statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”))
of the underlying properties, times 80%. Actual cash receipts may vary due to timing delays of actual cash receipts from the property
operators or purchasers and due to wellhead and pipeline volume balancing agreements or practices. The actual cash distributions of the
Trust will be made based on the terms of the conveyance creating the Trust’s net profits interest. Expenses of the Trust, which
include accounting, engineering, legal and other professional fees, Trustee fees, an administrative fee paid to VOC Brazos and out-of-pocket
expenses, are recognized when paid. Under U.S. GAAP, revenues and expenses would be recognized on an accrual basis. Amortization of the
investment in net profits interest is recorded on a unit-of-production method in the period in which the cash is received with respect
to such production. Such amortization does not reduce distributable income, rather it is charged directly to Trust corpus.
This comprehensive basis of accounting other than
U.S. GAAP corresponds to the accounting permitted for royalty trusts by the SEC as specified by Staff Accounting Bulletin Topic 12:E,
Financial Statements of Royalty Trusts.
Investment in the net profits interest was recorded
initially at the historical cost of VOC Brazos and is periodically assessed to determine whether its aggregate value has been impaired
below its total capitalized cost based on the underlying properties. The Trust will provide a write-down to its investment in the net
profits interest if and when total capitalized costs, less accumulated amortization, exceeds undiscounted future net revenues attributable
to the proved oil and gas reserves of the underlying properties. There was no impairment of the investment in the net profits interest
during the quarters ended June 30, 2025 or 2024.
The Trust has one business activity as the owner
of an investment in net profits interest, as reported in accompanying the Statements of Assets and Trust Corpus, and operates in a single
operating and reportable segment. Operating segments are defined as components of an entity for which separate financial information is
evaluated regularly by the chief operating decision maker (the “CODM”), which is the Trustee. The segment participates in
activities and derives its income from net profits interest as reported in the accompanying Statements of Distributable Income, and the
CODM uses this in making decisions about the allocation of cash reserves for current and future Trust general and administrative expenses
and the ultimate distribution to the Trust unitholders.
No new accounting pronouncements were adopted or
issued during the quarter ended June 30, 2025 that would impact the financial statements of the Trust.
Note 4. Investment in Net Profits Interest
The net profits interest was recorded at the historical
cost of VOC Brazos on May 10, 2011, the date of the conveyance of the net profits interest to the Trust, and was calculated as follows:
| Oil and gas properties | |
$ | 197,270,173 | |
| Accumulated depreciation and depletion | |
| (17,681,155 | ) |
| Hedge liability | |
| (1,717,713 | ) |
| 20-year asset retirement liability | |
| (2,131,797 | ) |
| Net property to be conveyed | |
| 175,739,508 | |
| Times 80% net profits interest to Trust | |
$ | 140,591,606 | |
Note 5. Income from Net Profits Interest
| | |
Three months ended
June 30, | | |
Six months ended
June 30, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Excess of revenues over direct operating expenses and lease equipment and development costs(1) | |
$ | 3,106,187 | | |
$ | 4,221,829 | | |
$ | 5,479,712 | | |
$ | 8,726,971 | |
| Times 80% net profits interest to Trust | |
| 80 | % | |
| 80 | % | |
| 80 | % | |
| 80 | % |
| Income from net profits interest before reserve adjustments | |
| 2,484,950 | | |
| 3,377,463 | | |
| 4,383,770 | | |
| 6,981,577 | |
| VOC Brazos reserve for future development, maintenance or operating expenditures(2) | |
| — | | |
| — | | |
| — | | |
| — | |
| Income from net profits interest(3) | |
$ | 2,484,950 | | |
$ | 3,377,463 | | |
$ | 4,383,770 | | |
$ | 6,981,577 | |
| (1) | Excess of revenues over direct operating expenses and lease equipment and development costs reflect expenses and costs incurred by
VOC Brazos during each of the December through February production periods for the three months ended June 30 and during
each of the September through February production periods for the six months ended June 30. Pursuant to the terms of the
conveyance of the net profits interest, lease equipment and development costs are to be deducted when calculating the distributable income
to the Trust. |
| (2) | Pursuant to the terms of the conveyance of the net profits interest, VOC Brazos can reserve up to $1.0 million for future development,
maintenance or operating expenditures at any time. During the three months ended June 30, 2025 and 2024, and the six months ended
June 30, 2025 and 2024, VOC Brazos did not withhold or release any dollar amounts due to the Trust from the reserve. The reserve
balance was $1.0 million at June 30, 2025 and 2024. |
| (3) | The income from net profits interest is based upon the cash receipts from VOC Brazos for the oil and gas production. The revenues
from oil production are typically received by VOC Brazos one month after production; thus, the cash received by the Trust during the three
months ended June 30, 2025 substantially represents production by VOC Brazos from December 2024 through February 2025,
and the cash received by the Trust during the three months ended June 30, 2024 substantially represents production by VOC Brazos
from December 2023 through February 2024. The cash received by the Trust during the six months ended June 30, 2025 substantially
represents production by VOC Brazos from September 2024 through February 2025, and the cash received by the Trust during the
six months ended June 30, 2024 substantially represents production by VOC Brazos from September 2023 through February 2024. |
For the three and six months ended June 30,
2025 and 2024, MV Purchasing, LLC, an affiliate of VOC Brazos, purchased a significant portion of the production of the underlying properties.
Sales to MV Purchasing, LLC are under short-term arrangements, ranging from one to six months, using market sensitive pricing.
Note 6. Income Taxes
The Trust is a Delaware statutory trust and is
not required to pay federal or state income taxes. Accordingly, no provision for federal or state income taxes has been made.
Note 7. Distributions to Unitholders
VOC Brazos makes quarterly payments of the net
profits interest to the Trust. The Trustee determines for each quarter the amount available for distribution to the Trust unitholders.
This distribution is expected to be made on or before the 45th day following the end of each quarter to the Trust unitholders of record
on the 30th day of the month following the end of each quarter (or the next succeeding business day). Such amounts will be equal to the
excess, if any, of the cash received by the Trust relating to the preceding quarter, over the expenses of the Trust paid for such quarter,
subject to adjustments for changes made by the Trustee during such quarter in any cash reserves established for future expenses of the
Trust. From the first quarter of 2022 to the second quarter of 2023, the Trustee withheld a portion of the proceeds otherwise available
for distribution each quarter and built a $1.175 million cash reserve for the payment of future known, anticipated or contingent expenses
or liabilities of the Trust. The Trustee may increase or decrease this reserve 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 notice to the unitholders. Cash held in reserve will
be invested as required by the 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. This cash reserve is included in cash and cash equivalents on the accompanying Statements of Assets and Trust Corpus.
The first quarterly distribution during 2025 was
$1,445,000, or $0.085 per Trust Unit, and was made on February 13, 2025 to Trust unitholders owning Trust Units as of January 30,
2025. Such distribution included the net proceeds of production collected by VOC Brazos from October 1, 2024 through December 31,
2024.
The second quarterly distribution during 2025 was
$2,210,000, or $0.13 per Trust Unit, and was made on May 15, 2025 to Trust unitholders owning Trust Units as of April 30, 2025.
Such distribution included the net proceeds of production collected by VOC Brazos from January 1, 2025 through March 31, 2025.
The first quarterly distribution during 2024 was
$3,230,000, or $0.19 per Trust Unit, and was made on February 14, 2024 to Trust unitholders owning Trust Units as of January 30,
2024. Such distribution included the net proceeds of production collected by VOC Brazos from October 1, 2023 through December 31,
2023.
The second quarterly distribution during 2024 was
$3,060,000, or $0.18 per Trust Unit, and was made on May 15, 2024 to Trust unitholders owning Trust Units as of April 30, 2024.
Such distribution included the net proceeds of production collected by VOC Brazos from January 1, 2024 through March 31, 2024.
Note 8. Advance for Trust Expenses
Under the terms of the Trust Agreement, the Trustee
is allowed to borrow money to pay Trust expenses. During the three and six months ended June 30, 2025 and 2024, there were no borrowings
or amounts owed for money borrowed in previous quarters. Under the terms of the Trust Agreement, VOC Brazos has provided a letter of credit
in the amount of $1.7 million to the Trustee to protect the Trust against the risk that it does not have sufficient cash to pay future
expenses.
Note 9. Subsequent Events
On July 17, 2025, the Trust announced a Trust
distribution of net profits for the quarterly payment period ended June 30, 2025. Unitholders of record on July 30, 2025 will
receive a distribution amounting to $1,870,000, or $0.11 per Trust Unit, which will be paid on August 14, 2025.
Item 2. Trustee’s Discussion and Analysis of Financial Condition
and Results of Operations.
The following discussion of the Trust’s financial
condition and results of operations should be read in conjunction with the financial statements and notes thereto. The Trust’s purpose
is, in general, to hold the net profits interest, to distribute to the Trust unitholders cash that the Trust receives in respect of the
net profits interest and to perform certain administrative functions in respect of the net profits interest and the Trust Units. The Trust
derives substantially all of its income and cash flows from the net profits interest. All information regarding operations has been provided
to the Trustee by VOC Brazos.
Results of Operations
Results of Operations for the Quarters Ended June 30, 2025
and 2024
The following is a summary of income from net profits
interest received by the Trust for the three months ended June 30, 2025 and 2024 consisting of the April distribution for each
respective year:
| | |
Three months ended
June 30, | |
| | |
2025 | | |
2024 | |
| Sales volumes: | |
| | | |
| | |
| Oil (Bbl) | |
| 109,667 | | |
| 110,534 | |
| Natural gas (Mcf) | |
| 58,971 | | |
| 64,808 | |
| Total (BOE) | |
| 119,496 | | |
| 121,335 | |
| Average sales prices: | |
| | | |
| | |
| Oil (per Bbl) | |
$ | 69.32 | | |
$ | 71.25 | |
| Natural gas (per Mcf) | |
$ | 3.57 | | |
$ | 3.10 | |
| Gross proceeds: | |
| | | |
| | |
| Oil sales | |
$ | 7,601,741 | | |
$ | 7,875,193 | |
| Natural gas sales | |
| 210,767 | | |
| 201,034 | |
| Total gross proceeds | |
| 7,812,508 | | |
| 8,076,227 | |
| Costs: | |
| | | |
| | |
| Production and development costs: | |
| | | |
| | |
| Lease operating expenses | |
| 3,687,150 | | |
| 3,312,352 | |
| Production and property taxes | |
| 205,576 | | |
| 183,728 | |
| Development expenses | |
| 813,595 | | |
| 358,318 | |
| Total costs | |
| 4,706,321 | | |
| 3,854,398 | |
| | |
| | | |
| | |
| Excess of revenues over direct operating expenses and lease equipment and development costs | |
| 3,106,187 | | |
| 4,221,829 | |
| Times net profits interest over the term of the Trust | |
| 80 | % | |
| 80 | % |
| Income from net profits interest before reserve adjustments | |
| 2,484,950 | | |
| 3,377,463 | |
| VOC Brazos reserve for future development, maintenance or operating expenditures | |
| — | | |
| — | |
| Income from net profits interest | |
$ | 2,484,950 | | |
$ | 3,377,463 | |
The cash received by the Trust from VOC Brazos
during the quarter ended June 30, 2025 substantially represents the production by VOC Brazos from December 2024 through February 2025.
The cash received by the Trust from VOC Brazos during the quarter ended June 30, 2024 substantially represents the production by
VOC Brazos from December 2023 through February 2024. The revenues from oil production are typically received by VOC Brazos one
month after production.
Gross proceeds. Oil and natural gas sales
were $7,812,508 for the three months ended June 30, 2025, a decrease of $263,719 or 3.3% from $8,076,227 for the three months ended
June 30, 2024. Revenues are a function of oil and natural gas sales prices and volumes sold. The decrease in gross proceeds was due
to a decrease in market prices for oil and in oil and natural gas sales volumes, offset slightly by an increase in market prices for natural
gas, during the second quarter of 2025. During the three months ended June 30, 2025, the average price for oil decreased 2.7% to
$69.32 per Bbl and the average price for natural gas increased 15.2% to $3.57 per Mcf. Oil sales volumes were 109,667 Bbls for the three
months ended June 30, 2025, a decrease of 867 Bbls or 0.8% from 110,534 Bbls for the three months ended June 30, 2024, while
natural gas sales volumes were 58,971 Mcf, a decrease of 5,837 Mcf or 9.0% from 64,808 Mcf for the same period in 2024.
Costs. Lease operating expenses were $3,687,150
for the three months ended June 30, 2025, an increase of $374,798 or 11.3% from $3,312,352 for the three months ended June 30,
2024. Production and property taxes were $205,576 for the three months ended June 30, 2025, an increase of $21,848 or 11.9% from
$183,728 for the same period in 2024. This increase is the result of a $5,114 decrease in production taxes, primarily due to lower sales
prices, and a $26,962 increase in property taxes. Development expenses were $813,595 for the three months ended June 30, 2025, an
increase of $455,277 or 127.1% from $358,318 for the same period in 2024. This increase was primarily due to two significant workovers
during the three months ended June 30, 2025.
Excess of revenues over direct operating expenses
and lease equipment and development costs. The excess of revenues over direct operating expenses and lease equipment and development
costs from the underlying properties was $3,106,187 for the three months ended June 30, 2025, a decrease of $1,115,642 or 26.4% from
$4,221,829 for the three months ended June 30, 2024. The Trust’s 80% net profits interest of these totals was $2,484,950 and
$3,377,463, respectively. During the three months ended June 30, 2025 and 2024, VOC Brazos did not withhold or release any dollar
amounts due to the Trust from the previously established cash reserve for future development, maintenance or operating expenditures, which
resulted in income from the net profits interest of $2,484,950 and $3,377,463 for such periods, respectively. These amounts were reduced
by a Trustee holdback for current estimated Trust expenses of $274,950 and $317,463 for the three months ended June 30, 2025 and
2024, respectively. The Trustee paid general and administrative expenses of $213,891 for the three months ended June 30, 2025, an
increase of $93,054 from $120,837 for the three months ended June 30, 2024. These factors resulted in distributable income for the
three months ended June 30, 2025 of $2,210,000, a decrease of $850,000 from $3,060,000 for the three months ended June 30, 2024.
Results of Operations for the Six Months Ended June 30, 2025
and 2024
The following is a summary of income from net profits
interest received by the Trust for the six months ended June 30, 2025 and 2024 consisting of the January and April distributions
for each respective year:
| | |
Six months ended
June 30, | |
| | |
2025 | | |
2024 | |
| Sales volumes: | |
| | | |
| | |
| Oil (Bbl) | |
| 218,825 | | |
| 226,939 | |
| Natural gas (Mcf) | |
| 125,569 | | |
| 132,729 | |
| Total (BOE) | |
| 239,753 | | |
| 249,061 | |
| Average sales prices: | |
| | | |
| | |
| Oil (per Bbl) | |
$ | 68.51 | | |
$ | 76.45 | |
| Natural gas (per Mcf) | |
$ | 3.04 | | |
$ | 3.17 | |
| Gross proceeds: | |
| | | |
| | |
| Oil sales | |
$ | 14,992,450 | | |
$ | 17,349,682 | |
| Natural gas sales | |
| 381,676 | | |
| 421,080 | |
| Total gross proceeds | |
| 15,374,126 | | |
| 17,770,762 | |
| Costs: | |
| | | |
| | |
| Production and development costs: | |
| | | |
| | |
| Lease operating expenses | |
| 7,118,351 | | |
| 7,220,002 | |
| Production and property taxes | |
| 1,047,925 | | |
| 1,018,212 | |
| Development expenses | |
| 1,728,138 | | |
| 805,577 | |
| Total costs | |
| 9,894,414 | | |
| 9,043,791 | |
| | |
| | | |
| | |
| Excess of revenues over direct operating expenses and lease equipment and development costs | |
| 5,479,712 | | |
| 8,726,971 | |
| Times net profits interest over the term of the Trust | |
| 80 | % | |
| 80 | % |
| Income from net profits interest before reserve adjustments | |
| 4,383,770 | | |
| 6,981,577 | |
| VOC Brazos reserve for future development, maintenance or operating expenditures | |
| — | | |
| — | |
| Income from net profits interest | |
$ | 4,383,770 | | |
$ | 6,981,577 | |
The cash received by the Trust from VOC Brazos
during the six months ended June 30, 2025 substantially represents the production by VOC Brazos from September 2024 through
February 2025. The cash received by the Trust from VOC Brazos during the six months ended June 30, 2024 substantially represents
the production by VOC Brazos from September 2023 through February 2024. The revenues from oil production are typically received
by VOC Brazos one month after production.
Gross proceeds. Oil and natural gas sales
were $15,374,126 for the six months ended June 30, 2025, a decrease of $2,396,636 or 13.5% from $17,770,762 for the six months ended
June 30, 2024. Revenues are a function of oil and natural gas sales prices and volumes sold. The decrease in gross proceeds was due
to decreases in market prices for oil and natural gas and in oil and natural gas sales volumes during the second quarter of 2025. During
the six months ended June 30, 2025, the average price for oil decreased 10.4% to $68.51 per Bbl and the average price for natural
gas decreased 4.1% to $3.04 per Mcf. During the six months ended June 30, 2025, oil sales volumes were 218,825 Bbls, a decrease of
8,114 Bbls or 3.6% from 226,939 Bbls for the six months ended June 30, 2024, while natural gas sales volumes were 125,569 Mcf,
a decrease of 7,157 Mcf or 5.4% from 132,726 Mcf for the same period in 2024.
Costs. Lease operating expenses were $7,118,351
for the six months ended June 30, 2025, a decrease of $101,651 or 1.4% from $7,220,002 for the six months ended June 30, 2024.
Production and property taxes were $1,047,925 for the six months ended June 30, 2025, an increase of $29,713 or 2.9% from $1,018,212
for the six months ended June 30, 2024. This increase is the result of a $91,699 increase in property taxes partially offset by a
$61,986 decrease in production taxes, primarily due to lower sales volumes and sales prices for oil and natural gas. Development expenses
were $1,728,138 for the six months ended June 30, 2025, an increase of $922,561 or 114.5% from $805,577 for the same period in 2024.
This increase was primarily due to five significant workovers during the six months ended June 30, 2025.
Excess of revenues over direct operating expenses
and lease equipment and development costs. The excess of revenues over direct operating expenses and lease equipment and development
costs from the underlying properties was $5,479,712 for the six months ended June 30, 2025, a decrease of $3,247,259 or 37.2% from
$8,726,971 for the six months ended June 30, 2024. The Trust’s 80% net profits interest of these totals was $4,383,770 and
$6,981,577, respectively. During the six months ended June 30, 2025 and 2024, VOC Brazos did not withhold or release any dollar amounts
due to the Trust from the previously established cash reserve for future development, maintenance or operating expenditures, which resulted
in income from the net profits interest of $4,383,770 and $6,981,577 for such periods, respectively. These amounts were reduced by a Trustee
holdback for current estimated Trust expenses of $728,770 and $691,577 for the six months ended June 30, 2025 and 2024, respectively.
The Trustee paid general and administrative expenses of $626,412 for the six months ended June 30, 2025, an increase of $149,116
from $477,296 for the six months ended June 30, 2024. These factors resulted in distributable income of $3,655,000 for the six months
ended June 30, 2025 and $6,290,000 for the six months ended June 30, 2024.
Liquidity and Capital Resources
Other than Trust administrative expenses, including
any reserves established by the Trustee for future liabilities, the Trust’s only use of cash is for distributions to Trust unitholders.
Administrative expenses include payments to the Trustee as well as a quarterly administrative fee to VOC Brazos pursuant to an administrative
services agreement. Each quarter, the Trustee determines the amount of funds available for distribution. Available funds are the excess
cash, if any, received by the Trust from the net profits interest and other sources (such as interest earned on any amounts reserved by
the Trustee) in that quarter, over the Trust’s expenses paid for that quarter. Available funds are reduced by any cash that the
Trustee decides to reserve for future development, maintenance or operating expenses. As of June 30, 2025, the Trustee held $1,847,035
as cash and cash equivalents on the accompanying Statements of Assets and Trust Corpus, which includes the $1.175 million cash reserve
described below, as such a reserve.
The Trustee may cause the Trust to borrow funds
required to pay expenses if the Trustee determines that the cash on hand and the cash to be received are insufficient to cover the Trust’s
expenses. If the Trust borrows funds, the Trust unitholders will not receive distributions until the borrowed funds are repaid. During
the three and six months ended June 30, 2025 and 2024, there were no such borrowings. VOC Brazos has provided a letter of credit
in the amount of $1.7 million to the Trustee to protect the Trust against the risk that it does not have sufficient cash to pay future
expenses.
From the first quarter of 2022 to the second quarter
of 2023, the Trustee withheld a portion of the proceeds otherwise available for distribution each quarter and built a $1.175 million cash
reserve for the payment of future known, anticipated or contingent expenses or liabilities of the Trust. This amount is in addition to
the $1.7 million letter of credit described above. The Trustee may increase or decrease this reserve 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 notice to the unitholders. Cash
held in reserve will be invested as required by the 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 Trust unitholders.
Income to the Trust from the net profits interest
is based on the calculation and definitions of “gross proceeds” and “net proceeds” contained in the conveyance.
As substantially all of the underlying properties
are located in mature fields, VOC Brazos does not expect future costs for the underlying properties to change significantly compared to
recent historical costs other than changes due to fluctuations in the general cost of oilfield services. VOC Brazos may establish a cash
reserve of up to $1,000,000 in the aggregate at any given time from the dollar amount otherwise distributable to the Trust to reduce the
impact on distributions of uneven capital expenditure timing. The cash reserve balance was $1,000,000 on June 30, 2025 and 2024,
respectively.
Note Regarding Forward-Looking Statements
This Form 10-Q includes “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”). All statements other than statements of historical fact included in
this Form 10-Q, including without limitation the statements under “Trustee’s Discussion and Analysis of Financial Condition
and Results of Operations”, are forward-looking statements. Although VOC Brazos advised the Trust that it believes that the expectations
reflected in the forward-looking statements contained herein are reasonable, such expectations may not prove to have been correct. Important
factors that could cause actual results to differ materially from expectations (“Cautionary Statements”) are disclosed in
this Form 10-Q and in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”),
including under the section “Item 1A. Risk Factors”. All subsequent written and oral forward-looking statements attributable
to the Trust or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The Trust is a smaller reporting company as defined
by Rule 12b-2 of the Exchange Act and is not required to provide the information under this Item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures.
The Trustee maintains disclosure controls and procedures designed to ensure that information required to be disclosed by the Trust
in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in the rules and regulations promulgated by the SEC. Disclosure controls and procedures include controls and procedures
designed to ensure that information required to be disclosed by the Trust is accumulated and communicated by VOC Brazos to the Trustee,
as trustee of the Trust, and its employees who participate in the preparation of the Trust’s periodic reports as appropriate to
allow timely decisions regarding required disclosure.
As of the end of the period covered by this report,
the Trustee carried out an evaluation of the Trust’s disclosure controls and procedures. A Trust Officer of the Trustee has concluded
that the disclosure controls and procedures of the Trust are effective.
Due to the contractual arrangements of (i) the
Trust Agreement and (ii) the conveyance of the net profits interest, the Trustee relies on (A) information provided by VOC Brazos,
including historical operating data, plans for future operating and capital expenditures, reserve information and information relating
to projected production and (B) conclusions and reports regarding reserves by the Trust’s independent reserve engineers. See
“Risk Factors—Neither the Trust nor the Trust’s unitholders have the ability to influence VOC Brazos or control the
operations or development of the underlying properties” in the Form 10-K.
Changes in Internal Control over Financial Reporting.
During the quarter ended June 30, 2025, there was no change in the Trust’s internal control over financial reporting that
has materially affected, or is reasonably likely to materially affect, the 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 VOC Brazos.
PART II—OTHER INFORMATION
Item 1A. Risk Factors.
There have not been any material changes from the
risk factors previously disclosed in the Trust’s response to Item 1A to Part I of the Form 10-K.
Item 5. Other Information.
Rule 10b5-1 Trading Plans. During the
three months ended June 30, 2025, no officer or employee of the Trustee who performs policy-making functions for the Trust adopted,
modified, or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as such terms are defined
in Item 408(a) of Regulation S-K, with respect to the Trust units.
Item 6. Exhibits.
The exhibits listed below are filed or furnished
as part of this Quarterly Report on Form 10-Q.
Exhibit
Number |
|
Description |
| 31 |
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| |
|
|
| 32 |
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
SIGNATURES
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.
| |
VOC ENERGY TRUST |
| |
|
| |
By: |
The Bank of New York Mellon Trust Company, N.A., as Trustee |
| |
|
|
| |
By: |
/s/ ELAINA C. RODGERS |
| |
|
Elaina C. Rodgers |
| |
|
Vice President |
| Date: August 12, 2025 |
|
|
The Registrant, VOC Energy Trust, has no principal
executive officer, principal financial officer, board of directors or persons performing similar functions. Accordingly, no additional
signatures are available and none have been provided. In signing the report above, the Trustee does not imply that it has performed any
such function or that such function exists pursuant to the terms of the Trust Agreement under which it serves.
