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 September 30, 2022 and 2021
The following is a summary of income from net profits interest received by the
Trust for the three months ended September 30, 2022 and 2021 consisting of the
July distribution for each respective year:
Three months ended
September 30,
2022 2021
Sales volumes:
Oil (Bbl) 131,018 128,814
Natural gas (Mcf) 74,199 78,734
Total (BOE) 143,385 141,936
Average sales prices:
Oil (per Bbl) $ 104.64 $ 59.62
Natural gas (per Mcf) $ 6.65 $ 3.29
Gross proceeds:
Oil sales $ 13,709,782 $ 7,679,568
Natural gas sales 493,468 258,788
Total gross proceeds 14,203,250 7,938,356
Costs:
Production and development costs:
Lease operating expenses 3,851,595 3,069,270
Production and property taxes 645,568 608,076
Development expenses 1,084,572 706,669
Total costs 5,581,735 4,384,015
Excess of revenues over direct operating expenses and
lease equipment and development costs
8,621,515 3,554,341
Times net profits interest over the term of the Trust 80 % 80 %
Income from net profits interest before reserve
adjustments 6,897,212 2,843,473
VOC Brazos reserve for future development, maintenance or
operating expenditures
- -
Income from net profits interest $ 6,897,212 $ 2,843,473
The cash received by the Trust from VOC Brazos during the quarter ended
September 30, 2022 substantially represents the production by VOC Brazos from
March 2022 through May 2022. The cash received by the Trust from VOC Brazos
during the quarter ended September 30, 2021 substantially represents the
production by VOC Brazos from March 2021 through May 2021. The revenues from oil
production are typically received by VOC Brazos one month after production.
Gross proceeds. Oil and natural gas sales were $14,203,250 for the three months
ended September 30, 2022, an increase of $6,264,894 or 78.9% from $7,938,356 for
the three months ended September 30, 2021. Revenues are a function of oil and
natural gas sales volumes and prices received. The increase in gross proceeds
was due to an increase in oil sales volumes and increases in market prices for
oil and natural gas sales, partially offset by a decrease in natural gas sales
volumes during the third quarter of 2022. During the three months ended
September 30, 2022, the average price for oil increased 75.5% to $104.64 per Bbl
and the average price for natural gas increased 102.1% to $6.65 per Mcf. Oil
sales volumes were 131,018 Bbls for the three months ended September 30, 2022,
an increase of 2,204 Bbls or 1.7% from 128,814 Bbls for the three months ended
September 30, 2021, while natural gas sales volumes were 74,199 Mcf, a decrease
of 4,535 Mcf or 5.8% from 78,734 Mcf for the same period in 2021.
6
Costs. Lease operating expenses were $3,851,595 for the three months ended
September 30, 2022, an increase of $782,325 or 25.5% from $3,069,270 for the
three months ended September 30, 2021. Production and property taxes were
$645,568 for the three months ended September 30, 2022, an increase of $37,492
or 6.2% from $608,076 for the same period in 2021. Such increase is the result
of an increase of $196,853 or 101.9% in production taxes due primarily to higher
sales volumes for oil and higher sales prices for oil and natural gas partially
offset by a decrease of $159,361 or 38.4% in property taxes resulting primarily
from a timing difference as to when payments are normally made. Development
expenses were $1,084,572 for the three months ended September 30, 2022, an
increase of $377,903 or 53.5% from $706,669 for the same period in 2021. Such
increase was primarily due to an increase in drilling activity and development
expenses, which included drilling costs associated with two horizontal wells in
Texas during the three months ended September 30, 2022, compared to the three
months ended September 30, 2021.
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
$8,621,515 for the three months ended September 30, 2022, an increase of
$5,067,174 or 142.6 % from $3,554,341 for the three months ended September 30,
2021. The Trust's 80% net profits interest of these totals was $6,897,212 and
$2,843,473, respectively. During the three months ended September 30, 2022 and
2021, 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 $6,897,212 and $2,843,473 for such periods, respectively. These
amounts were reduced by a Trust holdback for current estimated expenses of
$215,546 and $123,473 for the three months ended September 30, 2022 and 2021,
respectively, and a Trust holdback for future estimated expenses of $221,666 for
the three months ended September 30, 2022. The Trustee paid general and
administrative expenses of $161,324 for the three months ended September 30,
2022, a decrease of $13,179 from $174,503 for the three months ended
September 30, 2021. This decrease was primarily due to the differences in timing
of receipt and payment of recurring general and administrative expenses. These
factors resulted in distributable income for the three months ended
September 30, 2022 of $6,460,000, an increase of $3,740,000 from $2,720,000 for
the three months ended September 30, 2021.
7
Results of Operations for the Nine Months Ended September 30, 2022 and 2021
The following is a summary of income from net profits interest received by the
Trust for the nine months ended September 30, 2022 and 2021 consisting of the
January, April and July distributions for each respective year:
Nine months ended
September 30,
2022 2021
Sales volumes:
Oil (Bbl) 391,719 386,416
Natural gas (Mcf) 239,254 263,871
Total (BOE) 431,595 430,395
Average sales prices:
Oil (per Bbl) $ 85.73 $ 47.89
Natural gas (per Mcf) $ 6.27 $ 2.68
Gross proceeds:
Oil sales $ 33,583,941 $ 18,505,051
Natural gas sales 1,500,934 708,133
Total gross proceeds 35,084,875 19,213,184
Costs:
Production and development costs:
Lease operating expenses 10,557,018 8,563,799
Production and property taxes 1,629,778 1,479,730
Development expenses 1,907,355 2,004,473
Total costs 14,094,151 12,048,002
Excess of revenues over direct operating expenses and
lease equipment and development costs
20,990,724 7,165,182
Times net profits interest over the term of the Trust 80 % 80 %
Income from net profits interest before reserve
adjustments 16,792,579 5,732,146
VOC Brazos reserve for future development, maintenance or
operating expenditures
- -
Income from net profits interest $ 16,792,579 $ 5,732,146
The cash received by the Trust from VOC Brazos during the nine months ended
September 30, 2022 substantially represents the production by VOC Brazos from
September 2021 through May 2022. The cash received by the Trust from VOC Brazos
during the nine months ended September 30, 2021 substantially represents the
production by VOC Brazos from September 2020 through May 2021. The revenues from
oil production are typically received by VOC Brazos one month after production.
Gross proceeds. Oil and natural gas sales were $35,084,875 for the nine months
ended September 30, 2022, an increase of $15,871,691 or 82.6% from $19,213,184
for the nine months ended September 30, 2021. Revenues are a function of oil and
natural gas sales prices and volumes sold. The increase in gross proceeds was
due to increases in market prices for oil and natural gas and an increase in oil
sales volumes, partially offset by a decrease in natural gas sales volumes
during the nine months ended September 30, 2022. During the nine months ended
September 30, 2022, the average price for oil increased 79.0% to $85.73 per Bbl
and the average price for natural gas increased 134.0% to $6.27 per Mcf. Oil
sales volumes were 391,719 Bbls for the nine months ended September 30, 2022, an
increase of 5,303 Bbls or 1.4% from 386,416 Bbls for the nine months ended
September 30, 2021, while natural gas sales volumes were 239,254 Mcf, a decrease
of 24,617 Mcf or 9.3% from 263,871 Mcf for the same period in 2021.
Costs. Lease operating expenses were $10,557,018 for the nine months ended
September 30, 2022, an increase of $1,993,219 or 23.3% from $8,563,799 for the
nine months ended September 30, 2021. Production and property taxes were
$1,629,778 for the nine months ended September 30, 2022, an increase of $150,048
or 10.1% from $1,479,730 for the nine months ended September 30, 2021. Such
increase is primarily due to an increase of $124,776 or 14.4% in production
taxes due primarily to higher sales volumes for oil and higher sales prices for
oil and natural gas along with an increase of $25,272 or 4.1% in property taxes.
Development expenses were $1,907,355 for the nine months ended September 30,
2022, a decrease of $97,118 or 4.8% from $2,004,473 for the same period in 2021.
Such decrease was primarily due to decreased development expenses during the
nine months ended September 30, 2022, compared to the nine months ended
September 30, 2021.
8
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
$20,990,724 for the nine months ended September 30, 2022, an increase of
$13,825,542 or 193.0% from $7,165,182 for the nine months ended September 30,
2021. The Trust's 80% net profits interest of these totals was $16,792,579 and
$5,732,146, respectively. During the nine months ended September 30, 2022 and
2021, 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 $16,792,579 and $5,732,146 for such periods, respectively. These
amounts were reduced by a Trust holdback for current estimated expenses of
$735,079 and $462,146 for the nine months ended September 30, 2022 and 2021,
respectively, and a Trust holdback for future estimated expenses of $587,500 for
the nine months ended September 30, 2022. The Trustee paid general and
administrative expenses of $772,288 for the nine months ended September 30,
2022, an increase of $35,940 from $736,348 for the nine months ended
September 30, 2021. This increase was primarily due to the differences in timing
of receipt and payment of recurring general and administrative expenses. These
factors resulted in distributable income of $15,470,000 for the nine months
ended September 30, 2022 and $5,270,000 for the nine months ended September 30,
2021.
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 September 30, 2022, $837,495 was held
by the Trustee 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 nine months ended September 30, 2022 and 2021,
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.
As previously disclosed, the Trustee intends to build a reserve for the payment
of future known, anticipated or contingent expenses or liabilities. The Trustee
intends to withhold a portion of the proceeds otherwise available for
distribution each quarter to gradually build a cash reserve to approximately
$1.175 million. This amount is in addition to the $1.7 million letter of credit
described above. The Trustee may increase or decrease the targeted 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 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. The Trustee elected to withhold $587,500 from the proceeds otherwise
available for distribution through September 30, 2022 towards the building of
the cash reserve described above.
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 $1.0 million 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
$1.0 million at September 30, 2022 and 2021.
9
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, no
assurance can be given that such expectations will 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, 2021 (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.
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