VOC Energy Trust(US:VOC)2019-03-12 20:20Forward-Looking Statements Forward-Looking Statements Overview This report contains forward-looking statements subject to risks and uncertainties, qualifying for safe harbor provisions - Forward-looking statements in this report are subject to risks and uncertainties and are intended to qualify for safe harbors from liability established by the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 193412 - Key factors that could cause actual results to differ materially from expectations include1314 - - Risks incident to the drilling and operation of oil and natural gas wells - - Future production and development costs and plans - - The effect of existing and future laws and regulatory actions - - The effect of changes in commodity prices and conditions in the capital markets - - Competition from others in the energy industry - - Economic uncertainty and the credit markets generally - - Ability of commodity purchasers to make payment - - Weather conditions or force majeure events - - Uncertainty of estimates of oil and natural gas reserves and production - - Inflation19 Glossary of Certain Oil and Natural Gas Terms Glossary of Terms This section defines key technical terms used in the oil and natural gas industry - The glossary defines over 20 industry-specific terms, including various reserve classifications (Proved Developed, Proved Undeveloped), measurement units (Bbl, Mcf, Boe), and financial metrics (PV-10, Standardized Measure of Discounted Future Net Cash Flows)17202232384143 PART I Item 1. Business This section details the formation, operations, and assets of VOC Energy Trust, a statutory trust holding net profits interests - VOC Energy Trust was formed in November 2010 by VOC Brazos Energy Partners, L.P. to acquire and hold a net profits interest, entitling it to 80% of net proceeds from oil and natural gas properties in Kansas and Texas5356 - The net profits interest terminates on the later of December 31, 2030, or when 10.6 MMBoe (equivalent to 8.5 MMBoe for the trust) have been produced and sold from the underlying properties56322323 - As of December 31, 2018, the underlying properties included interests in 800 gross (491.1 net) producing wells and 87,382 gross (54,181.5 net) acres in Kansas and Texas56105128 Estimated Proved Reserves Attributable to the Trust (as of Dec 31, 2018) | Reserve Type | Oil (MBbls) | Natural Gas (MMcf) | Oil Equivalents (MBoe) | | :--------------------- | :---------- | :----------------- | :--------------------- | | Proved Developed | 3,416 | 1,574 | 3,680 | | Proved Undeveloped | 972 | 704 | 1,089 | | Total Proved | 4,388 | 2,278 | 4,769 | Changes in Estimated Proved Reserves of the Trust (2016-2018) | Metric | 2016 (MBoe) | 2017 (MBoe) | 2018 (MBoe) | | :-------------------------- | :---------- | :---------- | :---------- | | Balance, December 31 (start) | 5,877 | 5,176 | 4,285 | | Revisions of previous estimates | (206) | (415) | 946 | | Production | (495) | (476) | (462) | | Balance, December 31 (end) | 5,176 | 4,285 | 4,769 | Average Sales Prices and Production Costs (2016-2018) | Metric | 2016 | 2017 | 2018 | | :-------------------------- | :----- | :----- | :----- | | Oil (per Bbl) | $37.58 | $45.26 | $59.18 | | Natural gas (per Mcf) | $1.83 | $2.78 | $3.26 | | Lease operating expense (per Boe) | $18.29 | $19.41 | $21.40 | | Production and property taxes (per Boe) | $3.18 | $2.59 | $3.56 | Major Producing Areas (as of Dec 31, 2018) | Operating Area | Total Proved Reserves (MBoe) | % of Total Reserves | Pre-Tax PV-10 Value (in Thousands) | % of Pre-Tax PV-10 Value | | :-------------------- | :--------------------------- | :------------------ | :-------------------------------- | :----------------------- | | Kansas (164 Fields) | 3,866 | 39.4% | $46,440 | 35.3% | | Texas (5 Fields) | 5,935 | 60.5% | $84,829 | 64.7% | | Total | 9,801 | 100.0% | $131,269 | 100.0% | - Vess Oil Corporation sells production to several purchasers, including MV Purchasing, LLC (an affiliate of VOC Brazos), under short-term, market-sensitive pricing arrangements, with MV Purchasing accounting for 38% of production sold in 2018143 - VOC Brazos plugged and abandoned 13, 11, and 17 wells in 2016, 2017, and 2018, respectively, as they were no longer commercially viable150 - Operations are subject to extensive federal, state, and local regulations covering environmental protection, climate change, and endangered species160162167169170172174179182187188 Item 1A. Risk Factors This section outlines significant risks including commodity price volatility, reserve uncertainties, and operational hazards - Prices of oil and natural gas fluctuate widely, impacting net proceeds and economic viability; crude oil prices in 2018 ranged from $42.53 to $76.41 per Bbl189191192 - Actual reserves and future production may be less than current estimates due to the subjective nature of reserve estimation, potentially decreasing distributions193194 - Drilling and completing wells are high-risk activities subject to delays, equipment malfunctions, and environmental hazards that can reduce future distributions196198199 - The trust and its unitholders have no ability to influence VOC Brazos' activities or operations, potentially leading to decisions that conflict with unitholder interests201220 - The underlying properties are depleting assets, with production projected to decline at an average rate of approximately 7.5% per year, and the trust cannot acquire new properties208209 - Increased costs and expenses related to the underlying properties directly reduce the cash available for distribution to trust unitholders211212 - Operations are subject to stringent environmental laws and climate change regulations, which could result in significant costs, liabilities, and operational restrictions224226227232235237 - The financial condition of VOC Brazos or any operator is critical; their bankruptcy could impede development and decrease distributions238239241 - The trust has not requested an IRS ruling on its tax treatment, and a challenge could result in less advantageous tax treatment for unitholders245246247 - Cyber-attacks or IT system failures could lead to information theft, data corruption, and significant disruption of business operations248249251252 Item 1B. Unresolved Staff Comments The registrant has no unresolved staff comments - No unresolved staff comments253 Item 2. Properties This item refers to other sections for detailed information regarding the trust's properties - Property details are incorporated by reference from Item 1 (Business) and Item 7 (Planned Development and Workover Program)254 Item 3. Legal Proceedings There are no pending legal proceedings involving the trust - No pending legal proceedings involving the trust or its property255 Item 4. Mine Safety Disclosures This item states that there are no mine safety disclosures to report - No mine safety disclosures256 PART II Item 5. Market for Registrant's Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities This section covers trust unit trading information, unitholder data, and distribution policies - Trust units (VOC) commenced trading on the New York Stock Exchange on May 10, 2011259 - As of March 12, 2019, 17,000,000 Units of Beneficial Interest in VOC Energy Trust were outstanding, held by 11 unitholders of record7259 - Quarterly cash distributions are made from available funds (cash receipts less expenses and reserves) on or before the 45th day following the end of each quarter260 - The trust does not have any equity compensation plans and reported no sales of unregistered securities or purchases of equity securities during the fourth quarter of 2018261262 Item 6. Selected Financial Data This section presents key financial data for the trust from 2014 to 2018 Selected Financial Data (2014-2018) | Metric | 2014 ($) | 2015 ($) | 2016 ($) | 2017 ($) | 2018 ($) | | :-------------------------- | :----------- | :----------- | :----------- | :----------- | :----------- | | Net profits income | 32,284,622 | 8,627,256 | 5,749,845 | 9,209,023 | 12,938,703 | | Distributable income | 31,450,000 | 7,990,000 | 4,845,000 | 8,415,000 | 12,070,000 | | Distributions per trust unit | 1.85 | 0.47 | 0.285 | 0.495 | 0.710 | | Total assets at year end | 101,602,829 | 93,455,545 | 85,466,531 | 77,711,186 | 70,013,155 | Item 7. Trustee's Discussion and Analysis of Financial Condition and Results of Operations This section analyzes the trust's financial condition, operational results, and planned development programs - The trust uses a modified cash basis of accounting, reflecting income when distributions are received and expenses when paid266267 Summary of Income from Net Profits Interest (2016-2018) | Metric | 2016 | 2017 | 2018 | | :---------------------------------------------------------------- | :----------- | :----------- | :----------- | | Oil (Bbl) | 582,075 | 543,854 | 528,049 | | Natural gas (Mcf) | 361,741 | 338,930 | 330,982 | | Total (BOE) | 642,365 | 600,342 | 583,213 | | Average Oil Price (per Bbl) | $37.58 | $45.26 | $59.18 | | Average Natural Gas Price (per Mcf) | $1.83 | $2.78 | $3.26 | | Total Oil and Natural Gas Sales ($) | 22,538,106 | 25,558,509 | 32,327,916 | | Total Costs (Lease Op. Exp., Prod. & Prop. Taxes, Dev. Exp.) ($) | 15,350,800 | 15,256,644 | 16,154,537 | | Income from Net Profits Interest ($) | 5,749,845 | 9,209,023 | 12,938,703 | - For 2018 compared to 2017, total oil and natural gas sales increased by 26.5% to $32.3 million, driven by higher average prices, and distributable income increased to $12.07 million277280 - For 2017 compared to 2016, total oil and natural gas sales increased by 13.4% to $25.5 million, due to higher market prices, and distributable income increased to $8.415 million281284 - VOC Brazos plans approximately $2.6 million in development for Kansas properties and $19.6 million for Texas properties, including joint ventures where it is carried for certain costs291293295296298 Item 7A. Quantitative and Qualitative Disclosures About Market Risk The trust is not required to provide disclosures about market risk - The trust is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk303 Item 8. Financial Statements and Supplementary Data This section presents the trust's audited financial statements and supplementary oil and gas disclosures - Grant Thornton LLP provided an unqualified opinion on the financial statements, which are prepared on a modified cash basis of accounting306307 Statements of Assets and Trust Corpus (as of Dec 31) | Asset/Equity | 2017 ($) | 2018 ($) | | :-------------------------- | :----------- | :----------- | | Cash | 316,520 | 360,165 | | Investment in net profits interest | 140,591,606 | 140,591,606 | | Accumulated amortization | (63,196,940) | (70,938,616) | | Total assets | 77,711,186 | 70,013,155 | | Trust corpus | 77,711,186 | 70,013,155 | Statements of Distributable Income (Year Ended Dec 31) | Metric | 2016 ($) | 2017 ($) | 2018 ($) | | :-------------------------- | :----------- | :----------- | :----------- | | Income from net profits interest | 5,749,845 | 9,209,023 | 12,938,703 | | Cash on hand used (withheld) for Trust expenses | 12,898 | (77,880) | (43,645) | | General and administrative expenses | (917,743) | (716,143) | (825,058) | | Distributable income | 4,845,000 | 8,415,000 | 12,070,000 | | Distributions per Trust unit | 0.285 | 0.495 | 0.710 | Statements of Changes in Trust Corpus (Year Ended Dec 31) | Metric | 2016 ($) | 2017 ($) | 2018 ($) | | :-------------------------- | :----------- | :----------- | :----------- | | Trust corpus, beginning of year | 93,455,545 | 85,466,531 | 77,711,186 | | Income from net profits interest | 5,749,845 | 9,209,023 | 12,938,703 | | Cash distributions | (4,845,000) | (8,415,000) | (12,070,000) | | Trust expenses | (917,743) | (716,143) | (825,058) | | Amortization of net profits interest | (7,976,116) | (7,833,225) | (7,741,676) | | Trust corpus, end of year | 85,466,531 | 77,711,186 | 70,013,155 | Estimated Quantities of Oil and Gas Reserves (Trust's Share, as of Dec 31) | Reserve Type | 2016 (Boe) | 2017 (Boe) | 2018 (Boe) | | :-------------------------- | :----------------- | :----------------- | :----------------- | | Proved reserves | 5,175,912 | 4,284,940 | 4,768,812 | | Proved developed reserves | 3,885,779 | 3,563,598 | 3,679,723 | | Proved undeveloped reserves | 1,290,134 | 721,348 | 1,089,091 | - Reserve quantities fluctuated due to production, price-driven revisions, and changes in proved undeveloped locations374377378379 Standardized Measure of Discounted Future Net Cash Flows from Proved Oil and Gas Reserves | Metric | 2016 ($) | 2017 ($) | 2018 ($) | | :------------------------------------------------ | :----------- | :----------- | :----------- | | Future cash inflows | 194,095,725 | 197,304,650 | 281,011,675 | | Future costs (Production + Development) | (135,795,587) | (122,870,494) | (137,554,575) | | Future net cash flows | 58,300,138 | 74,434,156 | 143,457,100 | | Less 10% discount factor | (23,977,444) | (29,192,122) | (49,306,650) | | Standardized measure at end of year | 34,322,694 | 45,242,034 | 94,150,450 | Average 12-Month Prices for Standardized Measure Calculation | Commodity | 2016 | 2017 | 2018 | | :---------- | :----- | :----- | :----- | | Oil (per Bbl) | $39.18 | $47.98 | $62.58 | | Gas (per Mcf) | $2.23 | $3.14 | $2.78 | Selected Quarterly Financial Data (Distributions per unit) | Quarter | 2017 ($) | 2018 ($) | | :---------------- | :----- | :----- | | March 31 | 0.0800 | 0.1100 | | June 30 | 0.2100 | 0.1800 | | September 30 | 0.1100 | 0.2000 | | December 31 | 0.0950 | 0.2200 | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The trust reports no changes in or disagreements with its accountants - No changes in or disagreements with accountants on accounting and financial disclosure matters388 Item 9A. Controls and Procedures The trustee evaluated the trust's disclosure controls and internal controls as effective - The trustee concluded that the trust's disclosure controls and procedures were effective as of December 31, 2018389390 - The trustee relies on information provided by VOC Brazos and conclusions from the trust's independent reserve engineers391 - No material changes in internal control over financial reporting occurred during the fourth quarter ended December 31, 2018, and the trustee assessed internal controls as effective based on COSO criteria392393394 Item 9B. Other Information This item states that there is no other information to report - No other information to report395 PART III Item 10. Directors, Executive Officers and Corporate Governance This section describes the trust's governance structure, which is managed by a corporate trustee - The trust has no directors or executive officers; its business and affairs are managed by a corporate trustee397 - The trust believes its 10% unitholders complied with all Section 16(a) beneficial ownership reporting requirements during 2018398 - Due to its structure, the trust does not have an audit committee, financial expert, nominating committee, or code of ethics399400 Item 11. Executive Compensation This section details the compensation paid to the corporate trustee - The trustee received an annual compensation of $150,000 from the trust for each of the years 2016, 2017, and 2018401 - The trust does not have any executive officers or a compensation committee401 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters This section discloses significant beneficial ownership of the trust's securities Security Ownership of Certain Beneficial Owners (as of March 12, 2019) | Beneficial Owner | Trust Units Beneficially Owned | Percent of Class | | :----------------- | :----------------------------- | :--------------- | | VOC Partners, LLC | 4,252,250 | 25.0% | - There is no security ownership by management404 - The registrant knows of no arrangements that may result in a change of control405 Item 13. Certain Relationships and Related Transactions, and Director Independence This section details the trust's transactions and agreements with related party VOC Brazos - VOC Brazos is obligated to make quarterly payments to the trust based on the net profits interest406 - The trust has an administrative services agreement with VOC Brazos, paying an annual fee for accounting, bookkeeping, and informational services407 - A registration rights agreement allows VOC Brazos and its transferees to request the trust to file registration statements for the resale of trust units408410 Item 14. Principal Accounting Fees and Services This section reports the fees paid to the principal auditor, Grant Thornton LLP - The trustee grants pre-approval and approval for all services and related fees performed by the principal auditor, Grant Thornton LLP411 Principal Accounting Fees (2017-2018) | Year | Audit Fees ($) | | :--- | :----------- | | 2017 | 241,500 | | 2018 | 215,250 | - No audit-related fees, tax fees, or other fees were reported for 2017 or 2018412 PART IV Item 15. Exhibits, Financial Statement Schedules This section lists the financial statements and exhibits filed with the Form 10-K - Financial statements are set forth under Part II, Item 8 of this Form 10-K414 - Exhibits include the trust's formation and operating agreements, Sarbanes-Oxley certifications, and the Petroleum Consultants' Report415416 - Schedules have been omitted because they are not required, not applicable, or the information required has been included elsewhere415 Item 16. Form 10-K Summary This item indicates that no Form 10-K Summary is provided - No Form 10-K Summary is provided417 SIGNATURES Signatures and Certification The report is signed on behalf of the trust by its corporate trustee - The report is signed by Michael J. Ulrich, Vice President of The Bank of New York Mellon Trust Company, N.A., as Trustee for VOC Energy Trust421 - The signing date is March 12, 2019421 - The registrant, VOC Energy Trust, has no principal executive officer, principal financial officer, or board of directors421