VOC Energy Trust: Form 10-Q for the period ended Sep 30, 2025

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, 2025 and 2024

The following is a summary of income from net profits interest received by the Trust for the three months ended September 30, 2025 and 2024 consisting of the July distribution for each respective year:

The cash received by the Trust from VOC Brazos during the quarter ended September 30, 2025 substantially represents the production by VOC Brazos from March 2025 through May 2025. The cash received by the Trust from VOC Brazos during the quarter ended September 30, 2024 substantially represents the production by VOC Brazos from March 2024 through May 2024. The revenues from oil production are typically received by VOC Brazos one month after production.

Gross proceeds. Oil and natural gas sales were $7,225,060 for the three months ended September 30, 2025, a decrease of $2,045,847 or 22.1% from $9,270,907 for the three months ended September 30, 2024. Revenues are a function of oil and natural gas volumes sold and prices received. The decrease in gross proceeds was due to a decrease in the market price for oil sales partially offset by an increase in the market price for natural gas sales during the third quarter of 2025. During the three months ended September 30, 2025, the average price for oil decreased 22.0% to $61.11 per Bbl and the average price for natural gas increased 35.9% to $3.72 per Mcf. Oil sales volumes were 115,025 Bbls for the three months ended September 30, 2025, a decrease of 981 Bbls or 0.8% from 116,006 Bbls for the three months ended September 30, 2024, while natural gas sales volumes were 52,514 Mcf, a decrease of 13,301 Mcf or 20.2% from 65,815 Mcf for the same period in 2024.

Costs. Lease operating expenses were $3,510,384 for the three months ended September 30, 2025, a decrease of $273,707 or 7.2% from $3,784,091 for the three months ended September 30, 2024. Production and property taxes were $564,734 for the three months ended September 30, 2025, an increase of $25,265 or 4.7% from $539,469 for the same period in 2024. This increase is the result of an increase of $14,669 or 8.3% in production taxes due primarily to a tax refund for the three months ended September 30, 2024 and an increase of $10,596 or 2.9% in property taxes. Development expenses were $453,043 for the three months ended September 30, 2025, a decrease of $246,031 or 35.2% from $699,074 for the same period in 2024. This increase was primarily due to decreased development activity during the three months ended September 30, 2025, compared to the three months ended September 30, 2024.

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 $2,696,899 for the three months ended September 30, 2025, a decrease of $1,551,374 or 36.5% from $4,248,273 for the three months ended September 30, 2024. The Trust’s 80% net profits interest of these totals was $2,157,519 and $3,398,618, respectively. During the three months ended September 30, 2025 and 2024, 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 $2,157,519 and $3,398,618 for such periods, respectively. These amounts were reduced by a Trustee holdback for current estimated Trust expenses of $287,519 and $338,618 for the three months ended September 30, 2025 and 2024, respectively. The Trustee paid general and administrative expenses of $156,192 for the three months ended September 30, 2025, a decrease of $46,296 from $202,488 for the three months ended September 30, 2024. These factors resulted in distributable income for the three months ended September 30, 2025 of $1,870,000, a decrease of $1,190,000 from $3,060,000 for the three months ended September 30, 2024.

Results of Operations for the Nine Months Ended September 30, 2025 and 2024

The following is a summary of income from net profits interest received by the Trust for the nine months ended September 30, 2025 and 2024 consisting of the January, April and July distributions for each respective year:

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The cash received by the Trust from VOC Brazos during the nine months ended September 30, 2025 substantially represents the production by VOC Brazos from September 2024 through May 2025. The cash received by the Trust from VOC Brazos during the nine months ended September 30, 2024 substantially represents the production by VOC Brazos from September 2023 through May 2024. The revenues from oil production are typically received by VOC Brazos one month after production.

Gross proceeds. Oil and natural gas sales were $22,599,186 for the nine months ended September 30, 2025, a decrease of $4,442,483 or 16.4% from $27,041,669 for the nine months ended September 30, 2024. Revenues are a function of oil and natural gas volumes sold and prices received. The decrease in gross proceeds was due to decreases in oil and natural gas sales volumes and in the market price for oil sales partially offset by a slight increase in the market price for natural gas sales during the nine months ended September 30, 2025. During the nine months ended September 30, 2025, the average price for oil decreased 14.4% to $65.96 per Bbl and the average price for natural gas increased 7.0% to $3.24 per Mcf. Oil sales volumes were 333,850 Bbls for the nine months ended September 30, 2025, a decrease of 9,095 Bbls or 2.7% from 342,945 Bbls for the nine months ended September 30, 2024, while natural gas sales volumes were 178,083 Mcf, a decrease of 20,461 Mcf or 10.3% from 198,544 Mcf for the same period in 2024.

Costs. Lease operating expenses were $10,628,735 for the nine months ended September 30, 2025, a decrease of $375,358 or 3.4% from $11,004,093 for the nine months ended September 30, 2024. Production and property taxes were $1,612,659 for the nine months ended September 30, 2025, an increase of $54,978 or 3.5% from $1,557,681 for the nine months ended September 30, 2024. This increase is the result of a decrease of $47,277 or 7.4% in production taxes due primarily to lower sales volumes for oil and natural gas and an increase of $102,255 or 11.1% in property taxes. Development expenses were $2,181,181 for the nine months ended September 30, 2025, an increase of $676,530 or 45.0% from $1,504,651 for the same period in 2024. This increase was primarily due to increased development activity during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.

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 $8,176,611 for the nine months ended September 30, 2025, a decrease of $4,798,633 or 37.0% from $12,975,244 for the nine months ended September 30, 2024. The Trust’s 80% net profits interest of these totals was $6,541,289 and $10,380,195, respectively. During the nine months ended September 30, 2025 and 2024, 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 $6,541,289 and $10,380,195 for such periods, respectively. These amounts were reduced by a Trustee holdback for current estimated Trust expenses of $1,016,289 and $1,030,195 for the nine months ended September 30, 2025 and 2024, respectively. The Trustee paid general and administrative expenses of $782,604 for the nine months ended September 30, 2025, an increase of $102,820 from $679,784 for the nine months ended September 30, 2024. These factors resulted in distributable income of $5,525,000 for the nine months ended September 30, 2025 and $9,350,000 for the nine months ended September 30, 2024.

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, 2025, the Trustee held $1,978,362 as cash and cash equivalents on the accompanying Statements of Assets and Trust Corpus, which includes the $1.175 million cash reserve described below, 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, 2025 and 2024, 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.

From the first quarter of 2022 to the second quarter of 2023, the Trustee withheld a portion of the proceeds otherwise available for distribution each quarter and built a $1.175 million cash reserve for the payment of future known, anticipated or contingent expenses or liabilities of the Trust. This amount is in addition to the $1.7 million letter of credit described above. The Trustee may increase or decrease this reserve amount at any time and may increase or decrease the rate at which it withholds 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 Trust unitholders.

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 $1,000,000 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 $1,000,000 at September 30, 2025 and 2024.

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, such expectations may not 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, 2024 (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.

The Trust is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this Item.

Evaluation of Disclosure Controls and Procedures. The Trustee maintains disclosure controls and procedures designed to ensure that information required to be disclosed by the Trust in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and regulations promulgated by the SEC. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Trust is accumulated and communicated by VOC Brazos to the Trustee, as trustee of the Trust, and its employees who participate in the preparation of the Trust’s periodic reports as appropriate to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, the Trustee carried out an evaluation of the Trust’s disclosure controls and procedures. A Trust Officer of the Trustee has concluded that the disclosure controls and procedures of the Trust are effective.

Due to the contractual arrangements of (i) the Trust Agreement and (ii) the conveyance of the net profits interest, the Trustee relies on (A) information provided by VOC Brazos, including historical operating data, plans for future operating and capital expenditures, reserve information and information relating to projected production and (B) conclusions and reports regarding reserves by the Trust’s independent reserve engineers. See “Risk Factors—Neither the Trust nor the Trust’s unitholders have the ability to influence VOC Brazos or control the operations or development of the underlying properties” in the Form 10-K.

Changes in Internal Control over Financial Reporting. During the quarter ended September 30, 2025, there was no change in the Trust’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting. The Trustee notes for purposes of clarification that it has no authority over, and makes no statement concerning, the internal control over financial reporting of VOC Brazos.

There have not been any material changes from the risk factors previously disclosed in the Trust’s response to Item 1A to Part I of the Form 10-K.