MV Oil Trust 10-Q

Item 1. Financial Statements. MV OIL TRUST CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME (Unaudited) Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Income from net profits interest $ 3,221,996 $ 2,648,583 $ 5,648,151 $ 6,468,030 Cash on hand used for (withheld for) Trust expenses (598,740 ) (11,537 ) (624,737 ) 182,839 General and administrative expenses(1) (265,756 ) (164,546 ) (480,914 ) (555,869 ) Distributable income $ 2,357,500 $ 2,472,500 $ 4,542,500 $ 6,095,000 Distributions per Trust unit (11,500,000 Trust units issued and outstanding at June 30, 2020 and 2019) $ 0.205 $ 0.215 $ 0.395 $ 0.53 (1) Includes $50,951 and $0 paid to MV Partners, LLC during the three months ended June 30, 2020 and 2019, respectively, and $76,926 and $48,992 during the six months ended June 30, 2020 and 2019, respectively. Also includes $37,500 paid to The Bank of New York Mellon Trust Company, N.A. during each of the three months ended June 30, 2020 and 2019 and $75,000 during each of the six months ended June 30, 2020 and 2019. CONDENSED STATEMENTS OF ASSETS AND TRUST CORPUS June 30, 2020 December 31, 2019 (Unaudited) ASSETS Cash and cash equivalents $ 826,473 $ 201,736 Investment in net profits interest 50,383,675 50,383,675 Accumulated amortization (39,214,059 ) (38,097,825 ) Total assets $ 11,996,089 $ 12,487,586 TRUST CORPUS Trust corpus, 11,500,000 Trust units issued and outstanding at June 30, 2020 and December 31, 2019 $ 11,996,089 $ 12,487,586 MV OIL TRUST CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS (Unaudited) Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Trust corpus, beginning of period $ 11,956,199 $ 13,969,350 $ 12,487,586 $ 14,706,311 Income from net profits interest 3,221,996 2,648,583 5,648,151 6,468,030 Cash distributions (2,357,500 ) (2,472,500 ) (4,542,500 ) (6,095,000 ) Trust expenses (265,756 ) (164,546 ) (480,914 ) (555,869 ) Amortization of net profits interest (558,850 ) (526,440 ) (1,116,234 ) (1,069,025 ) Trust corpus, end of period $ 11,996,089 $ 13,454,447 $ 11,996,089 $ 13,454,447 The accompanying notes are an integral part of these condensed financial statements. 2 MV OIL TRUST NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) Note 1—Organization of the Trust MV Oil Trust (the “Trust”) is a statutory trust formed on August 3, 2006, under the Delaware Statutory Trust Act pursuant to a Trust Agreement (the “Trust Agreement”) among MV Partners, LLC, a Kansas limited liability company (“MV Partners”), 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 pursuant to a conveyance from MV Partners to the Trust. The term net profits interest represents 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”). The net profits interest consists of MV Partners’ net interests in all of its oil and natural gas properties located in the Mid-Continent region in the states of Kansas and Colorado (the “underlying properties”). The underlying properties include approximately 900 producing oil and gas wells. 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 MV Partners’ 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) June 30, 2026 or (2) the time when 14.4 million barrels of oil equivalent (“MMBoe”) have been produced from the underlying properties and sold (which amount is the equivalent of 11.5 MMBoe with respect to the Trust’s net profits interest), and the Trust will soon thereafter wind up its affairs and terminate. 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 Condensed Statements of Assets and Trust Corpus as of December 31, 2019, which has been derived from audited financial statements, and the unaudited interim condensed financial statements as of June 30, 2020 and for the three and six months ended June 30, 2020 and June 30, 2019, 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 condensed or 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 revenue 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, 2019. 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, gas and natural gas liquid 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 MV Partners 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. 3 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 MV Partners 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, exceed undiscounted future net revenues attributable to the proved oil and gas reserves of the underlying properties. No new accounting pronouncements have been adopted or issued during the quarter ended June 30, 2020 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 MV Partners on January 24, 2007, the date of conveyance of the net profits interest to the Trust, and was calculated as follows: Oil and gas properties $ 96,210,819 Accumulated depreciation and depletion (40,468,762 ) Hedge asset 7,237,537 Net property value to be conveyed 62,979,594 Times 80% net profits interest to Trust $ 50,383,675 Note 5—Income from Net Profits Interest Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Excess of revenues over direct operating expenses and lease equipment and development costs(1) $ 4,027,494 $ 3,310,729 $ 7,060,188 $ 8,085,038 Times net profits interest over the term of the Trust 80 % 80 % 80 % 80 % Income from net profits interest before reserve adjustments 3,221,996 2,648,583 5,648,151 6,468,030 MV Partners reserve for future capital expenditures(2) 0 0 0 0 Income from net profits interest(3) $ 3,221,996 $ 2,648,583 $ 5,648,151 $ 6,468,030 (1) Excess of revenues over direct operating expenses and lease equipment and development costs reflect expenses and costs incurred by MV Partners during the December through February production periods for the three months ended June 30, 2020 and 2019, respectively, and during each of the September through February production periods for the six months ended June 30, 2020 and 2019, respectively. 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, MV Partners can reserve up to $1.0 million for future capital expenditures at any time. During the three and six months ended June 30, 2020, MV Partners did not withhold or release any dollar amounts due to the Trust. During the three and six months ended June 30, 2019, MV Partners did not withhold or release any dollar amounts due to the Trust. The reserve balance was $1,000,000 at June 30, 2020 and 2019. (3) The income from net profits interest is based upon the cash receipts from MV Partners for the oil and gas production. The revenues from oil production are typically received by MV Partners one month after production; thus, the cash received by the Trust during the three months ended June 30, 2020 substantially represents the production by MV Partners from December 2019 through February 2020 and the cash received by the Trust during the three months ended June 30, 2019 substantially represents the production by MV Partners from December 2018 through February 2019. The cash received by the Trust during the six months ended June 30, 2020 substantially represents the production by MV Partners from September 2019 through February 2020 and the cash received by the Trust during the six months ended June 30, 2019 substantially represents the production by MV Partners from September 2018 through February 2019. 4 For the three and six months ended June 30, 2020 and 2019, MV Purchasing, LLC, which is majority-owned by the indirect equity owners of MV Partners, purchased a majority of the production from 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 MV Partners 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 25th day of the month following the end of each quarter to the Trust unitholders of record on the 15th 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 during 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. The first quarterly distribution during 2020 was $2,185,000, or $0.190 per Trust unit, and was made on January 24, 2020 to Trust unitholders owning Trust units as of January 15, 2020. Such distribution included the net proceeds attributable to the sale of production received by MV Partners from October 1, 2019 through December 31, 2019. The second quarterly distribution during 2020 was $2,357,500, or $0.205 per Trust unit, and was made on April 24, 2020 to Trust unitholders owning Trust units as of April 15, 2020. Such distribution included the net proceeds of production collected by MV Partners from January 1, 2020 through March 31, 2020. The first quarterly distribution during 2019 was $3,622,500, or $0.315 per Trust unit, and was made on January 25, 2019 to Trust unitholders owning Trust units as of January 15, 2019. Such distribution included the net proceeds of production collected by MV Partners from October 1, 2018 through December 31, 2018. The second quarterly distribution during 2019 was $2,472,500, or $0.215 per Trust unit, and was made on April 25, 2019 to Trust unitholders owning Trust units as of April 15, 2019. Such distribution included the net proceeds of production collected by MV Partners from January 1, 2019 through March 31, 2019. 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 months ended June 30, 2020 and 2019, there were no borrowings or amounts owed for money borrowed in previous quarters. MV Partners has provided a letter of credit in the amount of $1.8 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 There was no quarterly distribution during the third quarter of 2020. The revenue collected by MV Partners from April 1, 2020 through June 30, 2020 was not sufficient to cover the costs paid during the period. MV Partners applied $440,532 from the reserve for future expenditures to cover the deficit. 5 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 MV Partners. Overview The recent outbreak of the novel form of coronavirus known as COVID-19 and its development into a global pandemic is negatively impacting worldwide economic and commercial activity and financial markets, as well as global demand for crude oil and natural gas. The West Texas Intermediate spot price of crude oil has declined since the beginning of 2020, from $63.27 per barrel on January 6, 2020 to $41.95 per barrel on August 6, 2020. During this time frame, the monthly average price, which is the base price that crude oil sales are based on, reached a low of $16.70 per barrel for April 2020. The decline in oil prices is primarily attributable to the economic effects of the COVID-19 pandemic and the dispute over production levels between Russia and the members of the Organization of Petroleum Exporting Countries, which resulted in an oversupply of crude oil and exacerbated the decline in crude oil prices. COVID-19 and the responses by federal, state and local governmental authorities to the pandemic have also resulted in significant business and operational disruptions, including business closures, supply chain disruptions, travel restrictions, stay-at-home orders and limitations on the availability of workforces. The full impact of COVID-19 is unknown and is rapidly evolving. The extent to which COVID-19 negatively impacts the operators of and production from the underlying properties will depend on the severity, location and duration of the effects and spread of COVID-19, the actions undertaken by federal, state and local governments and health officials to contain the virus or treat its effects, and how quickly and to what extent economic conditions improve and normal business and operating conditions resume. A prolonged period of low crude oil prices will adversely affect the operators of the underlying properties. As a result of the decreased price of crude oil during the second quarter of 2020, there was no distribution made to unitholders in the third quarter of 2020. If commodity prices for crude oil remain at reduced levels, quarterly cash distributions to unitholders will be substantially lower than historical distributions, and in certain periods there may be no distribution to unitholders. Results of Operations Results of Operations for the Quarters Ended June 30, 2020 and 2019 The cash received by the Trust from MV Partners during the quarter ended June 30, 2020 substantially represents the production by MV Partners from December 2019 through February 2020. The cash received by the Trust from MV Partners during the quarter ended June 30, 2019 substantially represents the production by MV Partners from December 2018 through February 2019. The revenues from oil production are typically received by MV Partners one month after production. The Trust’s income from net profits interest increased $573,413 to $3,221,996 for the quarter ended June 30, 2020 from $2,648,583 for the quarter ended June 30, 2019. The increase was primarily due to a $716,765 increase in excess of revenues over direct operating expenses and lease equipment and development costs for the underlying properties to $4,027,494 from $3,310,729 for the same period in the prior year. These amounts were reduced by a Trust holdback for future expenses of $864,496 and $176,083 for the quarters ended June 30, 2020 and 2019, respectively. This increase of $688,413 includes an amount estimated to be sufficient to pay estimated Trust expenses through approximately April 2021. The Trustee paid general and administrative expenses of $265,756 and $164,546 for the quarters ended June 30, 2020 and 2019, respectively. During the quarters ended June 30, 2020 and 2019, MV Partners did not withhold or release any dollar amounts due to the Trust from the previously established reserve for future capital expenditures. These factors resulted in distributable income for the quarter ended June 30, 2020 of $2,357,500, a decrease of $115,000 from $2,472,500 for the quarter ended June 30, 2019. The average price received for crude oil sold was $51.70 per Bbl and the average price received for natural gas sold was $1.92 per Mcf for the period from January 1, 2020 through March 31, 2020. The average price received for crude oil sold was $46.62 per Bbl and the average price received for natural gas sold was $3.27 per Mcf for the period from January 1, 2019 through March 31, 2019. The overall production sales volumes attributable to the net profits interest for the oil and gas production collected during the period from January 1, 2020 through March 31, 2020 were 144,591 Bbls of oil, 7,326 Mcf of natural gas and 21 Bbls of natural gas liquids for total barrels of oil equivalent of 145,826. The overall production sales volumes attributable to the net profits interest for the oil and gas production collected during the period from January 1, 2019 through March 31, 2019 were 140,296 Bbls of oil, 7,438 Mcf of natural gas and 27 Bbls of natural gas liquids for a total of 141,553 barrels of oil equivalent. 6 Results of Operations for the Six Months Ended June 30, 2020 and 2019 The cash received by the Trust from MV Partners during the six months ended June 30, 2020 substantially represents the production by MV Partners from September 2019 through February 2020. The cash received by the Trust from MV Partners during the six months ended June 30, 2019 substantially represents the production by MV Partners from September 2018 through February 2019. The revenues from oil production are typically received by MV Partners one month after production. The Trust’s income from net profits interest decreased $819,879 to $5,648,151 for the six months ended June 30, 2020 from $6,468,030 for the six months ended June 30, 2019. The decrease was primarily due to a $1,024,850 decrease in excess of revenues over direct operating expenses and lease equipment and development costs for the underlying properties to $7,060,188 from $8,085,038 for the same period in the prior year. Additionally, the Trustee held back $1,105,650 for future expenses for the six months ended June 30, 2020 and $373,030 for the six months ended June 30, 2019. This increase of $732,621 includes an amount estimated to be sufficient to pay estimated Trust expenses through approximately April 2021. The Trustee paid general and administrative expenses of $480,914 and $555,869 for the six months ended June 30, 2020 and 2019, respectively. During the six months ended June 30, 2020 and 2019, MV Partners did not withhold or release any dollar amounts due to the Trust from the previously established reserve for future capital expenditures. These factors resulted in distributable income for the six months ended June 30, 2020 of $4,542,500, a decrease of $1,552,500 from $6,095,000 for the six months ended June 30, 2019. The average price received for crude oil sold was $51.52 per Bbl and the average price received for natural gas sold was $1.69 per Mcf for the period from October 1, 2019 through March 31, 2020. The average price received for crude oil sold was $53.84 per Bbl and the average price received for natural gas sold was $2.66 per Mcf for the period from October 1, 2018 through March 31, 2019. The overall production sales volumes attributable to the net profits interest for the oil and gas production collected during the period from October 1, 2019 through March 31, 2020 were 288,974 Bbls of oil, 13,089 Mcf of natural gas and 174 Bbls of natural gas liquids for a total barrels of oil equivalent of 291,269. The overall production sales volumes attributable to the net profits interest for the oil and gas production collected during the period from October 1, 2018 through March 31, 2019 were 284,441 Bbls of oil, 17,563 Mcf of natural gas and 122 Bbls of natural gas liquids for a total of 287,448 barrels of oil equivalent. 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 an annual administrative fee to MV Partners 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 payments from 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 the Trustee decides to hold as a reserve against future expenses. As of June 30, 2020, $826,000 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 six months ended June 30, 2020 and 2019, there were no such borrowings. MV Partners has provided a letter of credit in the amount of $1.8 million to the Trustee to protect the Trust against the risk that it does not have sufficient cash to pay future expenses. 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, MV Partners does not expect future costs for the underlying properties to change significantly as compared to recent historical costs other than changes due to fluctuations in the general cost of oilfield services. MV Partners may establish a capital reserve of up to $1,000,000 in the aggregate at any given time to reduce the impact on distributions of uneven capital expenditure timing. As of June 30, 2020, $1,000,000 was held by MV Partners as a capital reserve. The Trust does not have any transactions, arrangements or other relationships with unconsolidated entities or persons that could materially affect the Trust’s liquidity or the availability of capital resources. 7 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. 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 MV Partners 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, including under the section “Item 1A. Risk Factors” in Part II of this Form 10-Q, and in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2019 (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 Securities Exchange Act of 1934, as amended, and is not required to provide the information under this Item.