UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 20, 2023
VOC Energy Trust
(Exact name of registrant as specified in its charter)
| Delaware | 001-35160 | 80-6183103 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS 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) |
Registrant’s telephone number, including area code: 1-713-483-6020
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
| Item 2.02 | Results of Operations and Financial Condition. |
On January 20, 2023, VOC Energy Trust issued a press release announcing the Trust quarterly distribution for the payment period ended December 31, 2022. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
Pursuant to General Instruction B.2 of Form 8-K, the press release attached as Exhibit 99.1 is not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing by VOC Energy Trust under the Exchange Act or the Securities Act of 1933, as amended, but is instead “furnished” for purposes of that instruction.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | VOC Energy Trust Press Release issued January 20, 2023. |
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 hereunto duly authorized.
| VOC Energy Trust | |||
| By: | The Bank of New York Mellon Trust Company, N.A., as Trustee | ||
| Date: January 20, 2023 | By: | /s/ Elaina C. Rodgers | |
| Elaina C. Rodgers | |||
| Vice President | |||
Exhibit 99.1
VOC Energy Trust
VOC Energy Trust Announces Trust Quarterly Distribution
VOC ENERGY TRUST
The Bank of New York Mellon Trust Company, N.A., Trustee
NEWS RELEASE
FOR IMMEDIATE RELEASE
Houston, Texas, January 20, 2023 — VOC Energy Trust (NYSE Symbol — VOC) announced the Trust distribution of net profits for the quarterly payment period ended December 31, 2022.
Unitholders of record on January 30, 2023 will receive a distribution amounting to $3,910,000 or $0.23 per unit, payable February 14, 2023.
Volumes, average sales prices and net profits for the payment period were:
| Sales volumes: | ||||
| Oil (Bbl) | 127,600 | |||
| Natural gas (Mcf) | 83,501 | |||
| Total (BOE) | 141,517 | |||
| Average sales prices: | ||||
| Oil (per Bbl) | $ | 82.73 | ||
| Natural gas (per Mcf) | $ | 7.65 | ||
| Gross proceeds: | ||||
| Oil sales | $ | 10,556,507 | ||
| Natural gas sales | 639,071 | |||
| Total gross proceeds | $ | 11,195,578 | ||
| Costs: | ||||
| Lease operating expenses | $ | 4,022,303 | ||
| Production and property taxes | 893,958 | |||
| Development expenses | 868,377 | |||
| Total costs | $ | 5,784,638 | ||
| Net proceeds | $ | 5,410,940 | ||
| Percentage applicable to Trust’s Net Profits Interest | 80 | % | ||
| Net profits interest | $ | 4,328,752 | ||
| Increase in cash reserve held by VOC Brazos Energy Partners, L.P. | 0 | |||
| Total cash proceeds available for the Trust | $ | 4,328,752 | ||
| Provision for current estimated Trust expenses | (187,722 | ) | ||
| Amount withheld for future Trust expenses | (231,030 | ) | ||
| Net cash proceeds available for distribution | $ | 3,910,000 | ||
As previously disclosed, in November 2021, the Trustee notified VOC Brazos Energy Partners, L.P. (“VOC Brazos”) of the Trustee’s intent to build a reserve for the payment of future known, anticipated or contingent expenses or liabilities, commencing with the distribution payable in the first quarter of 2022, by withholding 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 letter of credit in the amount of $1.7 million provided to the Trustee by VOC Partners to protect the Trust against the risk that it does not have sufficient cash to pay future expenses. 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 has elected to withhold $231,030 from the proceeds otherwise available for distribution this quarter, for a total amount of $1,175,000 withheld to date, thus fully funding the targeted cash reserve.
This press release contains forward-looking statements. Although VOC Brazos has advised the Trust that VOC Brazos believes that the expectations contained in this press release are reasonable, no assurances can be given that such expectations will prove to be correct. The announced distributable amount is based on the amount of cash received or expected to be received by the Trustee from the underlying properties on or prior to the record date with respect to the quarter ended December 31, 2022. Any differences in actual cash receipts by the Trust could affect this distributable amount. Other important factors that could cause these statements to differ materially include the actual results of drilling operations, risks inherent in drilling and production of oil and gas properties, the ability of commodity purchasers to make payment, the effect, impact, potential duration or other implications of the COVID-19 pandemic, actions by the members of the Organization of Petroleum Exporting Countries, and other risk factors described in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission. Statements made in this press release are qualified by the cautionary statements made in these risk factors. The Trust does not intend, and assumes no obligations, to update any of the statements included in this press release.
| Contact: | VOC Energy Trust |
| The Bank of New York Mellon Trust Company, N.A., as Trustee | |
| Elaina Rodgers | |
| (713) 483-6020 | |
| 601 Travis Street, Floor 16, Houston, TX 77002 |
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