What changed in this filing

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Item 1. Financial Statements

2023-08-10 compared with 2023-05-11 · 154 added, 102 removed, 206 unchanged (55% of the section changed)

2 unchanged sentences

Three months ended

Six months ended

Income from net profits interest

2 unchanged sentences

Distributable income

Distributions per Trust unit (11,500,000 Trust units issued and outstanding at March 31, 2023 and 2022)

Includes $29,219 and $28,095 paid to MV Partners, LLC during the three months ended March 31, 2023 and 2022, respectively, and $37,500 paid to The Bank of New York Mellon Trust Company, N.A.

during each of the three-month periods ended March 31, 2023 and 2022.

Distributions

per Trust unit (11,500,000 Trust units issued and outstanding at June 30, 2023 and 2022)

(1) Includes $29,219 and $28,095 paid to MV Partners, LLC during the three months ended June 30, 2023 and 2022, respectively, and

$58,437 and $56,189 during the six months ended June 30, 2023 and 2022, 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, 2023 and 2022 and $75,000 during each of the six months

ended June 30, 2023 and 2022.

CONDENSED STATEMENTS OF ASSETS AND TRUST CORPUS

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(44,536,335 )

Trust corpus, 11,500,000 Trust units issued and outstanding at March 31, 2023 and December 31, 2022

Trust corpus, 11,500,000 Trust units issued and outstanding at June 30, 2023 and December 31, 2022

CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS

Three months ended

Six months ended

Trust corpus, beginning of period

32 unchanged sentences

thereafter wind up its affairs and terminate.

As of March 31, 2023, cumulatively, since inception, the Trust has received payment

As of June 30, 2023, cumulatively, since inception, the Trust has received payment

for 80% of the net proceeds attributable to MV Partners’

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Note 2—Basis of Presentation

The accompanying Condensed Statements of Assets

The accompanying Condensed Statement of Assets

and Trust Corpus as of December 31, 2022, which has been derived from audited financial statements, and the unaudited interim condensed

financial statements as of March 31, 2023 and for the three months ended March 31, 2023 and March 31, 2022, 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

financial statements as of June 30, 2023 and for the three and six months ended June 30, 2023 and June 30, 2022, 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

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.

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.

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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.

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%.

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No new accounting pronouncements were adopted or

issued during the quarter ended March 31, 2023 that would impact the financial statements of the Trust.

issued during the quarter ended June 30, 2023 that would impact the financial statements of the Trust.

Note 4—Investment in Net Profits Interest

8 unchanged sentences

Three months ended

Six months ended

Excess of revenues over direct operating expenses and lease equipment and development costs (1)

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(1) Excess of revenues over direct operating expenses and lease equipment and development costs reflect expenses and costs incurred by

MV Partners during the September through November production period.

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 $1,000,000 for future capital expenditures

During the three months ended March 31, 2023 and March 31, 2022, MV Partners did not withhold or release any

dollar amounts due to the Trust.

The reserve balance was $1,000,000 at March 31, 2023 and 2022.

MV Partners during the December through February production periods for the three months ended June 30, 2023 and 2022,

respectively, and during each of the September through February production periods for the six months ended June 30, 2023

and 2022, 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, 2023 and 2022, MV Partners did not withhold or release

any dollar amounts due to the Trust.

The reserve balance was $1.0 million at June 30, 2023 and 2022.

(3) The income from net profits interest is based upon the cash receipts from MV Partners for the oil and gas production.

1 unchanged sentence

thus, the cash received by the Trust during the

three months ended March 31, 2023 substantially represents the production by MV Partners from September 2022 through November 2022,

and the cash received by the Trust during the three months ended March 31, 2022 substantially represents the production by MV Partners

from September 2021 through November 2021.

For the three months ended March 31, 2023

three months ended June 30, 2023 substantially represents the production by MV Partners from December 2022 through February 2023,

and the cash received by the Trust during the three months ended June 30, 2022 substantially represents the production by MV Partners

from December 2021 through February 2022.

The cash received by the Trust during the six months ended June 30, 2023 substantially

represents the production by MV Partners from September 2022 through February 2023, and the cash received by the Trust during

the six months ended June 30, 2022 substantially represents the production by MV Partners from September 2021 through February 2022.

For the three and six months ended June 30,

2023 and 2022, MV Purchasing, LLC, which is majority-owned by the indirect equity owners of MV Partners, purchased a majority of the production

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Beginning in the first quarter of 2022, the Trustee withheld a portion of the proceeds otherwise available for distribution

each quarter to gradually build an approximately $1,265,000 cash reserve for the payment of future known, anticipated or contingent expenses

or liabilities of the Trust.

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.

As of March 31, 2023, the Trustee has withheld a total of $1,001,460 from the proceeds otherwise available for distribution

towards the building of this cash reserve, which is included in cash and cash equivalents on the accompanying Statements of Assets and

Trust Corpus.

each quarter to gradually build an approximately $1.265 million cash reserve for the payment of future known, anticipated or contingent

expenses or liabilities of the Trust.

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.

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 targeted $1.265 million cash reserve was fully funded by April 2023 and is included in cash

and cash equivalents on the accompanying Condensed Statements of Assets and Trust Corpus.

The first quarterly distribution during 2023 was

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the building of the cash reserve described above.

The second quarterly distribution during 2023 was

$3,967,500, or $0.345 per Trust unit, and was made on April 25, 2023 to Trust unitholders owning Trust units as of April 17,

Such distribution included the net proceeds attributable to the sale of production received by MV Partners from January 1,

2023 through March 31, 2023.

The Trustee withheld $263,540 from the net proceeds otherwise available for distribution towards the

building of the cash reserve described above and with that amount, the targeted reserve was fully funded.

The first quarterly distribution during 2022 was

4 unchanged sentences

the building of the cash reserve described above.

The second quarterly distribution during 2022 was

$4,887,500, or $0.425 per Trust unit, and was made on April 25, 2022 to Trust unitholders owning Trust units as of April 18,

Such distribution included the net proceeds attributable to the sale of production received by MV Partners from January 1,

2022 through March 31, 2022.

The Trustee withheld $105,417 from the net proceeds otherwise available for distribution towards the

building of the cash reserve described above.

Note 8—Advance for Trust Expenses

1 unchanged sentence

is allowed to borrow money to pay Trust expenses.

During the three months ended March 31, 2023 and 2022, there were no borrowings

During the three months ended June 30, 2023 and 2022, there were no borrowings

or amounts owed for money borrowed in previous quarters.

2 unchanged sentences

Note 9—Subsequent Events

The second quarterly distribution during 2023 was

$3,967,500, or $0.345 per Trust unit, and was made on April 25, 2023 to Trust unitholders owning Trust units as of April 17,

Such distribution included the net proceeds attributable to the sale of production received by MV Partners from January 1,

2023 through March 31, 2023.

The Trustee withheld $263,540 from the net proceeds otherwise available for distribution towards the

building of the cash reserve described in Note 7.

As of May 11, 2023, the Trustee has withheld the full amount of the targeted $1,265,000

cash reserve.

The third quarterly distribution during 2023 was

$3,737,500, or $0.325 per Trust unit, and was made on July 25, 2023 to Trust unitholders owning Trust units as of July 17, 2023.

Such distribution included the net proceeds of production collected by MV Partners from April 1, 2023 through June 30, 2023.

Trustee’s Discussion and Analysis of Financial Condition

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Results of Operations

Results of Operations for the Quarters Ended March 31, 2023

Results of Operations for the Quarters Ended June 30, 2023

The cash received by the Trust from MV Partners

during the quarter ended March 31, 2023 substantially represents the production by MV Partners from September 2022 through November 2022.

The cash received by the Trust from MV Partners during the quarter ended March 31, 2022 substantially represents the production

by MV Partners from September 2021 through November 2021.

during the quarter ended June 30, 2023 substantially represents the production by MV Partners from December 2022 through February 2023.

The cash received by the Trust from MV Partners during the quarter ended June 30, 2022 substantially represents the production

by MV Partners from December 2021 through February 2022.

The revenues from oil production are typically received by MV Partners

one month after production.

The Trust’s income from net profits interest increased $101,620 to $5,186,301 for the quarter ended

March 31, 2023 from $5,084,681 for the quarter ended March 31, 2022.

The increase was primarily due to a $127,026 increase in

The Trust’s income from net profits interest decreased $853,106 to $4,389,499 for the quarter ended

June 30, 2023 from $5,242,605 for the quarter ended June 30, 2022.

The decrease was primarily due to a $1,066,282 decrease in

excess of revenues over direct operating expenses and lease equipment and development costs for the underlying properties to $5,486,974

from $6,553,256 for the same period in the prior year.

These amounts were reduced by a Trust holdback for current expenses of $207,760

and $264,264 for the quarters ended March 31, 2023 and 2022, respectively, and a Trustee holdback for future estimated expenses of

$263,541 and $105,417 for the quarters ended March 31, 2023 and 2022, respectively.

The Trustee paid general and administrative expenses

of $332,503 and $331,621 for the quarters ended March 31, 2023 and 2022, respectively.

During the quarters ended March 31, 2023

These amounts were reduced by a Trustee holdback for current Trust expenses of

$158,459 and $249,688 for the quarters ended June 30, 2023 and 2022, respectively, and a Trustee holdback for future Trust expenses

of $263,540 and $105,417 for the quarters ended June 30, 2023 and 2022, respectively.

The Trustee paid general and administrative

expenses of $242,336 and $228,829 for the quarters ended June 30, 2023 and 2022, respectively.

During the quarters ended June 30,

2023 and 2022, 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 of $4,715,000 for each of the quarters ended March 31,

2023 and 2022.

These factors resulted in distributable income for the quarter ended June 30, 2023 of $3,967,500, a

decrease of $920,000 from $4,887,500 for the quarter ended June 30, 2022.

The average price received for crude oil sold was

$80.66 per Bbl and the average price received for natural gas sold was $6.85 per Mcf for the period from October 1, 2022 through

December 31, 2022.

$73.03 per Bbl and the average price received for natural gas sold was $5.04 per Mcf for the period from January 1, 2023 through

March 31, 2023.

The average price received for crude oil sold was $77.53 per Bbl and the average price received for natural gas sold

was $5.31 per Mcf for the period from January 1, 2022 through March 31, 2022.

The overall production sales volumes attributable

to the net profits interest for the oil and gas production collected during the period from January 1, 2023 through March 31,

2023 were 117,365 Bbls of oil, 5,982 Mcf of natural gas and 23 Bbls of natural gas liquids, for a total of 118,377 barrels of oil

The overall production sales volumes attributable to the net profits interest for the oil and gas production collected during

the period from January 1, 2022 through March 31, 2022 were 114,429 Bbls of oil, 6,996 Mcf of natural gas and 24 Bbls of natural

gas liquids, for a total of 115,610 barrels of oil equivalent.

Results of Operations for the Six Months Ended June 30, 2023

The cash received by the Trust from MV Partners

during the six months ended June 30, 2023 substantially represents the production by MV Partners from September 2022 through

February 2023.

The cash received by the Trust from MV Partners during the six months ended June 30, 2022 substantially represents

the production by MV Partners from September 2021 through February 2022.

The revenues from oil production are typically received

by MV Partners one month after production.

The Trust’s income from net profits interest decreased $751,485 to $9,575,800 for the

six months ended June 30, 2023 from $10,327,285 for the six months ended June 30, 2022.

The decrease was primarily due to a

$939,356 decrease in excess of revenues over direct operating expenses and lease equipment and development costs for the underlying properties

to $11,969,751 from $12,909,107 for the same period in the prior year.

These amounts were reduced by a Trustee holdback for current Trust

expenses of $366,219 and $513,952 for the quarters ended June 30, 2023 and 2022, respectively, and a Trustee holdback for future

Trust expenses of $527,081 and $210,834 for the six months ended June 30, 2023 and 2022, respectively.

The Trustee paid general and

administrative expenses of $574,839 and $560,450 for the six months ended June 30, 2023 and 2022, respectively.

During the six months

ended June 30, 2023 and 2022, 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, 2023 of

$8,682,500, a decrease of $920,000 from $9,602,500 for the six months ended June 30, 2022.

The average price received for crude oil sold

was $76.95 per Bbl and the average price received for natural gas sold was $5.99 per Mcf for the period from October 1, 2022 through

March 31, 2023.

The average price received for crude oil sold was $74.97 per Bbl and the average price received for natural gas

sold was $4.15 per Mcf for the period from October 1, 2021 through December 31, 2021.

sold was $4.68 per Mcf for the period from October 1, 2021 through March 31, 2022.

The overall production sales volumes attributable

to the net profits interest for the oil and gas production collected during the period from October 1, 2022 through December 31,

2022 were 124,305 Bbls of oil, 6,636 Mcf of natural gas and 22 Bbls of natural gas liquids, for a total of 125,425 barrels of oil equivalent.

The overall production sales volumes attributable to the net profits interest for the oil and gas production collected during the period

from October 1, 2021 through December 31, 2021 were 127,429 Bbls of oil, 8,304 Mcf of natural gas and 17 Bbls of natural gas

liquids, for a total of 128,824 barrels of oil equivalent.

to the net profits interest for the oil and gas production collected during the period from October 1, 2022 through March 31,

2023 were 241,669 Bbls of oil, 12,617 Mcf of natural gas and 44 Bbls of natural gas liquids, for a total of 243,801 barrels of oil

The overall production sales volumes attributable to the net profits interest for the oil and gas production collected during

the period from October 1, 2021 through March 31, 2022 were 241,858 Bbls of oil, 15,300 Mcf of natural gas and 41 Bbls

of natural gas liquids, for a total of 244,434 barrels of oil equivalent.

Liquidity and Capital Resources

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the Trustee decides to hold as a reserve against future expenses.

As of March 31, 2023, $1,175,000 was held by the Trustee as such

As of June 30, 2023, $1,354,675 was held by the Trustee as such

The Trustee may cause the Trust to borrow funds

1 unchanged sentence

If the Trust borrows funds, the Trust unitholders will not receive distributions until the borrowed funds are repaid.

the quarters ended March 31, 2023 and 2022, there were no such borrowings.

MV Partners has provided a letter of credit in the amount

of $1,800,000 to the Trustee to protect the Trust against the risk that it does not have sufficient cash to pay future expenses.

in the first quarter of 2022, the trustee withheld a portion of the proceeds otherwise available for distribution each quarter to gradually

build an approximately $1,265,000 cash reserve for the payment of future known, anticipated or contingent expenses or liabilities.

This amount is in addition to the $1,800,000 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 targeted $1,265,000 cash reserve was fully funded as of

May 11, 2023.

the three and six months ended June 30, 2023 and 2022, 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

Beginning in the first quarter of 2022, the trustee

withheld a portion of the proceeds otherwise available for distribution each quarter to gradually build an approximately $1.265 million

cash reserve for the payment of future known, anticipated or contingent expenses or liabilities.

This amount is in addition to the $1.8

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.

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 targeted $1.265 million cash reserve was fully funded as of April 25, 2023.

Income to the Trust from the net profits interest

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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

As of March 31, 2023, $1,000,000 was held by MV Partners as a capital reserve.

a capital reserve of up to $1.0 million in the aggregate at any given time to reduce the impact on distributions of uneven capital expenditure

As of June 30, 2023, $1.0 million was held by MV Partners as a capital reserve.

The Trust does not have any transactions, arrangements

2 unchanged sentences

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”

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 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 the Trust’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”),

including under the section “Item 1A.

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 and in the Trust’s Annual Report

on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”), including under the section “Item

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.

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.

Quantitative and Qualitative Disclosures About Market Risk.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements