Item 1. Business.
General
MV Oil Trust, which we refer to herein as the "trust," was formed in August 2006 by MV Partners, LLC, which we refer to as "MV Partners."
Much of the information disclosed herein has been provided to the trust by MV Partners, including information associated with the underlying properties such as production and well counts, major
producing areas, customer relationships, competition, marketing and post-production services, and certain information on which reserve data is based.
The
trust is a statutory trust created under the Delaware Statutory Trust Act. The business and affairs of the trust are managed by The Bank of New York Mellon Trust Company, N.A., as
trustee. The trust maintains its offices at the office of the trustee, at 601 Travis Street, Floor 16, Houston, Texas 77002. The telephone number of the trustee is 1-855-802-1094. In addition,
Wilmington Trust Company acts as the Delaware trustee of the trust. The Delaware trustee has only minimal rights and duties as are necessary to satisfy the requirements of the Delaware Statutory Trust
Act. The trust does not have any employees, and the business and affairs of the trust are managed by the trustee.
The
trustee does not maintain a website for filings by the trust with the Securities and Exchange Commission, which we refer to herein as the "SEC." Electronic filings by the trust with
the SEC are available free of charge through the SEC's website at www.sec.gov and at http://mvo.investorhq.businesswire.com.
On
January 24, 2007, MV Partners and the trust completed an initial public offering of units of beneficial interest in the trust, which we refer to herein as the "trust units." In
connection with the completion of the initial public offering of trust units, on January 24, 2007, MV Partners conveyed a term net profits interest to the trust that represents the right to
receive 80% of the net proceeds (calculated as described below) from all of MV Partners' interests in oil and natural gas properties as of January 24, 2007, which is referred to herein as the
"net profits interest." These properties are located in the Mid-Continent region in the States of Kansas and Colorado. MV Partners' net interests in such properties, after deduction of all royalties
and other burdens on production thereon as of January 24, 2007, is referred to herein as the "underlying properties." As of December 31, 2019, the underlying properties produced
predominantly oil from approximately 900 wells, and the projected reserve life of the underlying properties was over 50 years. Based on the summary prepared by Cawley,
Gillespie & Associates, Inc., independent petroleum and geological engineers, who we refer to as "CG&A", of its reserve report as of December 31, 2019 for the trust, which is
summarized herein under "Description of the Underlying PropertiesReserves" and is referred to herein as the "reserve report," the net profits interest would entitle the trust
to receive net proceeds from the sale of production of not less than 11.5 MMBoe of proved reserves during the term of the trust, calculated as 80% of the proved reserves attributable to the underlying
properties expected to be produced during the term of the trust. Of these reserves, approximately 89% were classified as proved developed producing reserves as of December 31, 2019. Production
volumes from the underlying properties for the year ended December 31, 2019 were approximately 99% oil and approximately 1% natural gas and natural gas liquids. The underlying properties are
all located in mature fields that are characterized by long production histories and numerous additional development opportunities to help reduce the natural decline in production from the underlying
properties.
The
net profits interest will terminate on the later to occur of (1) June 30, 2026, or (2) the time when 14.4 MMBoe have been produced from the underlying properties
and sold (which amount is the equivalent of 11.5 MMBoe in respect of the trust's right to receive 80% of the net proceeds from the underlying properties pursuant to the net profits interest), and the
trust will soon thereafter wind up its
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affairs
and terminate. As of December 31, 2019, cumulatively, since inception, the trust has received payment for approximately 9.2 MMBoe of the trust's 11.5 MMBoe interest. The gross proceeds
used to calculate the net profits interest is based on prices realized for oil, natural gas and natural gas liquids attributable to the underlying properties for each calendar quarter during the term
of the net profits interest. In calculating the net proceeds used to calculate the net profits interest, MV Partners deducts from the gross proceeds from the underlying properties all lease operating
expenses, maintenance expenses and capital expenditures (including the cost of workovers and recompletions, drilling costs and development costs), amounts that may be reserved for future expenditures
(which reserve amounts may not exceed $1.0 million in the aggregate at any given time), post-production costs and production and property taxes paid by MV Partners.
Net
proceeds payable to the trust depend upon production quantities, sales prices of oil, natural gas and natural gas liquids, and costs to develop and produce the oil, natural gas and
natural gas liquids. If at any time costs should exceed gross proceeds, neither the trust nor the trust unitholders would be liable for the excess costs; the trust, however, would not receive any net
proceeds until future net proceeds exceed the total amount of those excess costs, plus interest at the prime rate.
The
trust will make quarterly cash distributions of substantially all of its quarterly cash receipts, after deduction of fees and expenses for the administration of the trust and any
cash the trustee decides to hold as a reserve against future expenses, to holders of its trust units during the term of the trust. Because payments to the trust will be generated by depleting assets
and the trust has a finite life with
the production from the underlying properties diminishing over time, a portion of each distribution will represent a return of the original investment in the trust units.
The
trust was created to acquire and hold the net profits interest for the benefit of the trust unitholders. The net profits interest is passive in nature and neither the trust nor the
trustee has any control over or responsibility for costs relating to the operation of the underlying properties. The business and affairs of the trust are managed by the trustee, and MV Partners and
its affiliates have no ability to manage or influence the operations of the trust. The underlying properties, for which MV Partners is designated as the operator, are currently operated on a contract
operator basis by Vess Oil Corporation, which we refer to herein as "Vess Oil," and Murfin Drilling Company, Inc., which we refer to herein as "Murfin Drilling," each of which is an affiliate
of MV Energy, LLC, which we refer to herein as "MV Energy," the sole manager of MV Partners. MV Partners does not, as a matter of course, make public projections as to future sales, earnings or
other results relating to the underlying properties.
Description of the Trust Units
Each trust unit is a unit of beneficial interest in the trust and is entitled to receive cash distributions from the trust on a pro rata basis.
Each trust unitholder has the same rights regarding each of his trust units as every other trust unitholder has regarding his units. The trust units are in book-entry form only and are not represented
by certificates. The trust had 11,500,000 trust units outstanding as of March 13, 2020.
Distributions and Income Computations
Each quarter, the trustee determines the amount of funds available for distribution to the trust unitholders. 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 for that
quarter. Available funds are reduced by any cash the trustee decides to hold as a reserve against future expenses. Quarterly cash distributions during the term of the trust are made by the trustee on
or before the 25th day of the month following the end of each quarter
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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).
Unless
otherwise advised by counsel or the Internal Revenue Service, which we refer to herein as the "IRS," the trustee will treat the income and expenses of the trust for each quarter
as belonging to the trust unitholders of record on the quarterly record date. For federal income tax purposes, trust unitholders must take into account items of income, gain, loss, deduction and
credit consistent with their methods of accounting and without regard to the taxable year or accounting method employed by the trust and without regard to the quarter in which the trust makes
distributions related to those items to the trust unitholders. Variances between taxable income and cash distributions may occur. For example, the trustee could establish a reserve in one quarter
using funds that would be included in income in the quarter in which the reserve is created but may not result in a tax deduction or a distribution until a later quarter or possibly in a later taxable
year. Similarly, the trustee could also make a payment in one quarter that would be amortized for income tax purposes over several quarters. See "Federal Income Tax Matters."
Periodic Reports
The trustee files all required trust federal and state income tax and information returns. The trustee prepares and provides the tax information
that trust unitholders need to correctly report their share of the income and deductions of the trust. The trustee also causes to be prepared and filed reports required to be filed under the Exchange
Act and by the rules of any securities exchange or quotation system on which the trust units are listed or admitted to trading, and also causes the trust to comply with the provisions of the
Sarbanes-Oxley Act of 2002, including but not limited to, by establishing, evaluating and maintaining a system of internal control over financial reporting in compliance with the requirements of
Section 404 thereof.
Each
trust unitholder and his or her representatives may examine, for any proper purpose, during reasonable business hours, the records of the trust and the trustee.
Liability of Trust Unitholders
Under the Delaware Statutory Trust Act, trust unitholders are entitled to the same limitation of personal liability extended to stockholders of
private corporations for profit under the General Corporation Law of the State of Delaware. Courts in jurisdictions outside of Delaware, however, may not give effect to such limitation.
Voting Rights of Trust Unitholders
The trustee or trust unitholders owning at least 10% of the outstanding trust units may call meetings of trust unitholders. The trust is
responsible for all costs associated with calling a meeting of trust unitholders unless such meeting is called by the trust unitholders, in which case the trust unitholders are responsible for all
costs associated with calling such meeting of trust unitholders. Meetings must be held in such location as is designated by the trustee in the notice of such meeting. The trustee must send written
notice of the time and place of the meeting and the matters to be acted upon to all of the trust unitholders at least 20 days and not more than 60 days before the meeting. Trust
unitholders representing a majority of trust units outstanding must be present or represented to have a quorum. Each trust unitholder is entitled to one vote for each trust unit owned.
Unless
otherwise required by the trust agreement, a matter may be approved or disapproved by the vote of a majority of the trust units held by the trust unitholders at a meeting where
there is a
8
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quorum.
This is true even if a majority of the total trust units did not approve it. The affirmative vote of the holders of a majority of the outstanding trust units is required
to:
-
-
dissolve the trust;
-
-
remove the trustee or the Delaware trustee;
-
-
amend the trust agreement (except with respect to certain matters that do not adversely affect the rights of trust unitholders in any material
respect);
-
-
merge or consolidate the trust with or into another entity; or
-
-
approve the sale of all or any material part of the assets of the trust.
In
addition, certain amendments to the trust agreement may be made by the trustee without approval of the trust unitholders. The trustee must consent before all or any part of the trust
assets can be sold except in connection with the dissolution of the trust or limited sales directed by MV Partners in conjunction with its sale of underlying properties.
Duration of the Trust; Sale of the Net Profits Interest
The trust will remain in existence until the later to occur of (1) June 30, 2026, or (2) the time when 14.4 MMBoe have been
produced from the underlying properties and sold (which amount is the equivalent of 11.5 MMBoe in respect of the trust's right to receive 80% of the net proceeds from the underlying properties
pursuant to the net profits interest). The trust will dissolve prior to its termination if:
-
-
the trust sells the net profits interest;
-
-
annual cash proceeds received by the trust are less than $1 million for each of two consecutive years;
-
-
the holders of a majority of the outstanding trust units vote in favor of dissolution; or
-
-
there is a judicial dissolution of the trust.
Upon
dissolution, the trustee would then sell all of the trust's assets, either by private sale or public auction, and distribute the net proceeds of the sale to the trust unitholders.
Computation of Net Proceeds
The provisions of the conveyance governing the computation of the net proceeds are detailed and extensive. The following information summarizes
the material information contained in the conveyance related to the computation of the net proceeds. For more detailed provisions concerning the net profits interest, please see the conveyance, which
is referenced as an exhibit to this Form 10-K.
Net Profits Interest
The term net profits interest was conveyed to the trust by MV Partners on January 24, 2007 by means of a conveyance instrument that has
been recorded in the appropriate real property records in each county in Kansas and Colorado where the oil and natural gas properties to
which the underlying properties relate are located. The net profits interest burdens the net interests owned by MV Partners in the underlying properties in existence as of January 24, 2007.
The
amounts paid to the trust for the net profits interest are based on the definitions of "gross proceeds" and "net proceeds" contained in the conveyance and described below. Under the
conveyance, net proceeds are computed quarterly, and 80% of the aggregate net proceeds attributable to a computation period will be paid to the trust on or before the 25th day of
the month following the computation period. MV Partners will not pay to the trust any interest on the net proceeds held by MV Partners prior to payment to the trust. The trustee will make
distributions to trust unitholders quarterly, if sufficient funds are available. See "Description of the Trust UnitsDistributions and Income Computations."
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"Gross proceeds" mean the aggregate amount received by MV Partners from sales of oil, natural gas and natural gas liquids produced from the underlying properties
(other than amounts received for certain future non-consent operations).
Gross
proceeds does not include consideration for the transfer or sale of any underlying property by MV Partners or any subsequent owner to any new owner unless the net profits interest
is released (as is permitted in certain circumstances). Gross proceeds also does not include any amount for oil, natural gas or natural gas liquids lost in production or marketing or used by the owner
of the underlying properties in drilling, production and plant operations. Gross proceeds includes payments for future production if they are not subject to repayment in the event of insufficient
subsequent production.
"Net
proceeds" means gross proceeds less the following:
-
-
all payments to mineral owners or landowners, such as royalties or other burdens against production, delay rentals, shut-in oil and natural gas
payments, minimum royalty or other payments for drilling or deferring drilling;
-
-
any taxes paid by the owner of an underlying property to the extent not deducted in calculating gross proceeds, including estimated and accrued
general property (ad valorem), production, severance, sales, gathering, excise and other taxes;
-
-
any extraordinary taxes or windfall profits taxes that may be assessed in the future that are based on profits realized or prices received for
production from the underlying properties;
-
-
costs paid by an owner of a property comprising the underlying properties under any joint operating agreement;
-
-
all other costs and expenses, capital costs and liabilities of exploring for, drilling, recompleting, workovers, operating and producing oil,
natural gas and natural gas liquids, including allocated expenses such as labor, vehicle and travel costs and materials and any plugging and abandonment liabilities (net of any capital costs for which
a reserve had already been made to the extent such capital costs are incurred during the computation period) other than costs and expenses for certain future non-consent operations;
-
-
costs or charges associated with gathering, treating and processing oil, natural gas and natural gas liquids;
-
-
any overhead charge incurred pursuant to any operating agreement relating to an underlying property, including the overhead fee payable by MV
Partners to Vess Oil and Murfin Drilling as described below;
-
-
amounts previously included in gross proceeds but subsequently paid as a refund, interest or penalty;
-
-
costs and expenses for renewals or extensions of leases; and
-
-
at the option of MV Partners (or any subsequent owner of the underlying properties), amounts reserved for approved exploration, development,
maintenance or operating expenditures, including well drilling, recompletion and workover costs, which amounts will at no time exceed $1.0 million in the aggregate, and will be subject to the
limitations described below.
During
each twelve-month period beginning on the later to occur of (1) June 30, 2023 and (2) the time when 13.2 MMBoe have been produced from the underlying
properties and sold (which is the equivalent of 10.6 MMBoe in respect of the net profits interest), which we refer to, in either case, as the "Capital Expenditure Limitation Date", the sum of the
capital expenditures and amounts reserved for approved capital expenditure projects for such twelve-month period may not exceed the Average
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Annual
Capital Expenditure Amount. The "Average Annual Capital Expenditure Amount" means the quotient of (x) the sum of the capital expenditures and amounts reserved for approved capital
expenditure projects with respect to the three twelve-month periods ending on the Capital Expenditure Limitation Date, divided by (y) three. Commencing on the Capital Expenditure Limitation
Date, and each anniversary of the Capital Expenditure Limitation Date thereafter, the Average Annual Capital Expenditure Amount will be increased by 2.5% to account for expected increased costs due to
inflation.
As
is customary in the oil and natural gas industry, MV Partners pays an overhead fee to Vess Oil and Murfin Drilling to operate the underlying properties on behalf of MV Partners. The
operating activities include various engineering, accounting and administrative functions. The fee is based on a monthly charge per active operated well, which totaled $3.1 million in 2017,
$3.2 million in 2018 and $3.2 million in 2019 for all of the underlying properties for which MV Partners was designated as the operator. The
fee is adjusted annually and will increase or decrease each year based on changes in the year-end index of average weekly earnings of crude petroleum and natural gas workers.
In
the event that the net proceeds for any computation period is a negative amount, the trust will receive no payment for that period, and any such negative amount plus accrued interest
at the prime rate will be deducted from gross proceeds in the following computation period for purposes of determining the net proceeds for that following computation period.
Gross
proceeds and net proceeds are calculated on a cash receipts and cash disbursements basis.
Additional Provisions
If a controversy arises as to the sales price of any production, then for purposes of determining gross
proceeds:
-
-
amounts withheld or placed in escrow by a purchaser are not considered to be received by the owner of the underlying property until actually
collected;
-
-
amounts received by the owner of the underlying property and promptly deposited with a nonaffiliated escrow agent will not be considered to
have been received until disbursed to it by the escrow agent; and
-
-
amounts received by the owner of the underlying property and not deposited with an escrow agent will be considered to have been received.
The
trustee is not obligated to return any cash received from the net profits interest. Any overpayments that MV Partners makes to the trust due to adjustments to prior calculations of
net proceeds or
otherwise will reduce future amounts payable to the trust until MV Partners recovers the overpayments plus interest at the prime rate.
The
conveyance generally permits MV Partners to transfer without the consent or approval of the trust unitholders all or any part of its interest in the underlying properties, subject to
the net profits interest. The trust unitholders are not entitled to any proceeds of a sale or transfer of MV Partners' interest unless the trust is required to sell the net profits interest as to such
interest. Following a sale or transfer, the underlying properties will continue to be subject to the net profits interest, and the net proceeds attributable to the transferred property will be
calculated as part of the computation of net proceeds described in this Form 10-K.
In
addition, MV Partners may, without the consent of the trust unitholders, require the trust to release the net profits interest associated with any lease that accounts for less than or
equal to 0.25% of the total production from the underlying properties in the prior 12 months and provided that the net profits interest covered by such releases cannot exceed, during any
12-month period, an aggregate fair market value to the trust of $500,000. These releases will be made only in connection with a sale by MV Partners of the relevant underlying properties and are
conditioned upon the trust receiving an
11
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amount
equal to the fair market value to the trust of such net profits interest. Any net sales proceeds paid to the trust are distributable to trust unitholders for the quarter in which they are
received.
As
the designated operator of the properties comprising the underlying properties, MV Partners may enter into farm-out, operating, participation and other similar agreements to develop
the property. MV Partners may enter into any of these agreements without the consent or approval of the trustee or any trust unitholder.
MV
Partners and any transferee of an underlying property will have the right to abandon its interest in any well or property if it reasonably believes the well or property ceases to
produce or is not capable of producing in commercially paying quantities. In making such decisions, MV Partners or any transferee of an underlying property is required under the applicable conveyance
to act as a reasonably prudent operator in the State of Kansas under the same or similar circumstances would act if it were acting with respect to its own properties, disregarding the existence of the
net profits interest as a burden on such property. Upon termination of the lease, the portion of the net profits interest relating to the abandoned property will be extinguished.
MV
Partners must maintain books and records sufficient to determine the amounts payable for the net profits interest to the trust. Quarterly and annually, MV Partners must deliver to the
trustee a statement of the computation of the net proceeds for each computation period. The trustee has the right to inspect and copy the books and records maintained by MV Partners during normal
business hours and upon reasonable notice.
Federal Income Tax Matters
The following is a summary of certain federal income tax matters that may be relevant to trust unitholders. This summary is based upon current
provisions of the Internal Revenue Code of 1986, as amended, which we refer to herein as the "Code," existing and proposed Treasury regulations thereunder and current administrative rulings and court
decisions, all of which are subject to changes or different interpretation at any time, possibly with retroactive effect. No attempt has been made in the following summary to comment on all federal
income tax matters affecting the trust or the trust unitholders.
The
summary is limited to trust unitholders who are individual citizens or residents of the United States. Accordingly, the following summary has limited application to domestic
corporations and persons subject to specialized federal income tax treatment. Each trust unitholder should consult his or her own tax advisor with respect to his or her
particular circumstances.
Classification and Taxation of the Trust
Tax counsel to the trust advised the trust at the time of formation that, for federal income tax purposes, in its opinion the trust will be
treated as a grantor trust and not as an unincorporated business entity. No ruling has been or will be requested from the IRS with respect to the federal income tax treatment of the trust, including
as to the status of the trust as a grantor trust for such purposes. Thus, no assurance can be provided that the tax treatment of the trust would be sustained by a court if contested by the IRS or
another taxing authority. The remainder of the discussion below is based on tax counsel's opinion, at the time of formation, that the trust will be classified as a grantor trust for federal income tax
purposes. As a grantor trust, the trust will not be subject to federal income tax at the trust level. Rather, each trust unitholder will be considered for federal income tax purposes to own its
proportionate share of the trust's assets directly as though no trust were in existence. The income of the trust is deemed to be received or accrued by the trust unitholder at the time such income is
received or accrued by the trust, rather than when distributed by the trust. Each trust unitholder will be subject to tax on its proportionate share of the income and gain attributable to the assets
of the trust and will be entitled to claim its proportionate share of the deductions and expenses
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attributable
to the assets of the trust, subject to applicable limitations, in accordance with the trust unitholder's taxable year and tax method of accounting and without regard to the taxable year
or accounting method employed by the trust.
The
trust will allocate items of income, gain, loss, deductions and credits to trust unitholders based on record ownership at each quarterly record date. It is possible that the IRS or
another taxing authority could disagree with this allocation method and could assert that income and deductions of the trust should be determined and allocated on a daily, prorated or other basis,
which could require adjustments to the tax returns of the trust unitholders affected by this issue and result in an increase in the administrative expense of the trust in subsequent periods.
Classification of the Net Profits Interest
Tax counsel to the trust also advised the trust at the time of formation that, for federal income tax purposes, based upon representations made
by MV Partners regarding the expected economic life of the underlying properties and the expected duration of the net profits interest, in its opinion the net profits interest should be treated as a
"production payment" under Section 636 of the Code or otherwise as a debt instrument. On the basis of that advice, the trust will treat the net profits interest as indebtedness subject to
Treasury regulations applicable to contingent payment debt instruments, and by purchasing trust units, a trust unitholder agrees to be bound by the trust's application of those regulations, including
the trust's determination of the rate at which interest is deemed to accrue on the net profits interest. No assurance can be given that the IRS or another taxing authority will not assert that the net
profits interest should be treated differently. Any such different treatment could affect the amount, timing and character of income, gain or loss in respect of an investment in trust units and could
require a trust unitholder to accrue income at a rate different than that determined by the trust.
Widely Held Fixed Investment Trust Reporting Information
The trustee assumes that some trust units are held by middlemen, as such term is broadly defined in Treasury regulations (and includes
custodians, nominees, certain joint owners, and
brokers holding an interest for a custodian in street name). Therefore, the trustee considers the trust to be a non-mortgage widely held fixed investment trust ("WHFIT") for U.S. federal income tax
purposes. The Bank of New York Mellon Trust Company, N.A., 601 Travis Street, Floor 16, Houston, Texas 77002, telephone number 1-855-802-1094, is the representative of the trust that will
provide tax information in accordance with applicable Treasury regulations governing the information reporting requirements of the trust as a WHFIT. Notwithstanding the foregoing, the middlemen
holding trust units on behalf of trust unitholders, and not the trustee of the trust, are solely responsible for complying with the information reporting requirements under the Treasury regulations
with respect to such trust units, including the issuance of IRS Forms 1099 and certain written tax statements. Trust unitholders whose trust units are held by middlemen should consult with such
middlemen regarding the information that will be reported to them by the middlemen with respect to the trust units. Any generic tax information provided by the trustee of the trust is intended to be
used only to assist trust unitholders in the preparation of their federal and state income tax returns.
Available Trust Tax Information
In compliance with the reporting requirements for WHFITs and the dissemination of trust tax reporting information, the trustee provides a
generic tax information reporting booklet that is intended to be used only to assist unitholders in the preparation of their 2019 federal and state income tax returns. The projected payment schedule
for the net profits interest is included with the tax information booklet. This tax information booklet can be obtained at http://mvo.investorhq.businesswire.com.
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Description of the Underlying Properties
The underlying properties consist of MV Partners' net interests in all of its oil and natural gas properties as of January 24, 2007,
which properties are located in the Mid-Continent region in the States of Kansas and Colorado. Affiliates of MV Partners are the contract operators of substantially all of the underlying properties.
MV
Partners' interests in the underlying properties require MV Partners to bear its proportionate share, along with the other working interest owners, of the costs of development and
operation of such
properties. The underlying properties are burdened by non-working interests owned by third parties, consisting primarily of royalty interests retained by the owners of the land subject to the working
interests. These landowners' royalty interests typically entitle the landowner to receive 12.5% of the revenue derived from oil and natural gas production resulting from wells drilled on their land,
without any deduction for drilling costs or other costs related to production of oil and natural gas. A working interest percentage represents a working interest owner's proportionate ownership
interest in a property in relation to all other working interest owners in that property, whereas a net revenue interest percentage is a working interest owner's percentage of production after
reducing such percentage by the percentage of burdens on such production such as royalties and overriding royalties.
Based
on the reserve report, the net profits interest would entitle the trust to receive net proceeds from the sale of production of not less than 11.5 MMBoe of proved reserves
attributable to the underlying properties expected to be produced during the term of the net profits interest, calculated as 80% of the proved reserves attributable to the underlying properties
expected to be produced during the term of the net profits interest. The reserves attributable to the underlying properties include all reserves expected to be economically produced during the life of
the properties, whereas the trust is entitled to only receive 80% of the net proceeds from the sale of production of oil, natural gas and natural gas liquids attributable to the underlying properties
during the term of the net profits interest.
The
Mid-Continent region is a mature producing region with well-known geologic characteristics. Most of the production from the underlying properties consists of desirable crude oil of a
quality level between sweet and sour with 33 to 34 gravity averages. Most of the producing wells to which the underlying properties relate are relatively shallow, ranging from 600 to 4,500 feet, and
many are completed to multiple producing zones. In general, the producing wells to which the underlying properties relate have stable production profiles and their production is generally long-lived,
often with total projected economic lives over 50 years.
Reserves
The engineering departments of each of Vess Oil and Murfin Drilling, which together manage MV Partners and operate the underlying properties on
behalf of MV Partners, maintain oversight and compliance responsibility for the internal reserve estimate process and, in accordance with internal policies and procedures, provide appropriate data to
independent third party engineers for the annual estimation of year-end reserves. These engineering departments accumulate historical production data for the underlying properties, calculate
historical lease operating expenses and differentials, update working interests and net revenue interests, and obtain logs, 3-D seismic and other geological and geophysical information. This data is
forwarded to CG&A, thereby allowing CG&A to prepare estimated proved reserves in their entirety based on such data.
Estimates
of the proved oil and gas reserves attributable to the trust as of December 31, 2017, 2018 and 2019 are based on reports prepared by CG&A. CG&A has been in business
since 1961 and serves many organizations and individuals in the petroleum industry, including owners and operators of oil
and gas properties, exploration groups, planners, and professionals in investment and finance. One of the principal businesses of CG&A is providing detailed assessment of producing reservoirs. CG&A is
an independent firm of petroleum engineers, geologists, geophysicists and petrophysicists and does not
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own
an interest in the underlying properties and is not employed on a contingent basis. Mr. W. Todd Brooker, Senior Vice President, is the technical person at CG&A who is primarily responsible
for overseeing CG&A's preparation of the reserve estimates. Mr. Brooker is a graduate of the University of Texas at Austin with a Bachelor of Science degree in Petroleum Engineering and has
28 years of experience in petroleum engineering. He is a licensed professional engineer in the State of Texas (License #83462).
Oil
and gas proved reserves are disclosed by significant geographic area, using the 12-month average beginning-of-month price for the year, based on the use of reliable technologies to
estimate proved oil and gas reserves, if those technologies have been demonstrated to result in reliable conclusions about reserves volumes. Reserve and related information for 2017, 2018 and 2019 is
presented consistent with these requirements.
Proved Reserves of MV Oil Trust. The following table sets forth, as of December 31, 2019, estimated proved reserves attributable
to the trust
derived from the reserve report. A summary of the reserve report is included below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil
(MBbls)
|
|
Natural gas
(MMcf)
|
|
Natural gas
liquids
(MBbls)
|
|
Oil
equivalents
(MBoe)
|
|
Proved Developed
|
|
|
2,687
|
|
|
83
|
|
|
2
|
|
|
2,703
|
|
Proved Undeveloped
|
|
|
308
|
|
|
|
|
|
|
|
|
308
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved
|
|
|
2,995
|
|
|
83
|
|
|
2
|
|
|
3,011
|
|
Information
concerning historical changes in net proved reserves attributable to the trust, and the calculation of the standardized measure of discounted future net revenues related
thereto, is contained
in Note J to the financial statements of the trust included in this Form 10-K. MV Partners has not filed reserve estimates covering the underlying properties with any other federal
authority or agency.
15
Table of Contents
The
following table summarizes the changes in estimated proved reserves of the trust for the periods indicated. Amounts reflect sales volumes produced during the applicable year
regardless whether royalty payments thereon have been remitted to the trust by MV Partners.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil
(MBbls)
|
|
Natural Gas
(MMcf)
|
|
Natural Gas
Liquids
(MBbls)
|
|
Oil
Equivalents
(MBoe)
|
|
Proved Reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2016
|
|
|
4,203
|
|
|
219
|
|
|
7
|
|
|
4,246
|
|
Revisions of previous estimates
|
|
|
382
|
|
|
75
|
|
|
0
|
|
|
392
|
|
Production
|
|
|
(600
|
)
|
|
(35
|
)
|
|
(1
|
)
|
|
(606
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2017
|
|
|
3,985
|
|
|
259
|
|
|
6
|
|
|
4,032
|
|
Revisions of previous estimates
|
|
|
267
|
|
|
(52
|
)
|
|
(1
|
)
|
|
257
|
|
Production
|
|
|
(591
|
)
|
|
(44
|
)
|
|
(0
|
)
|
|
(598
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2018
|
|
|
3,661
|
|
|
163
|
|
|
5
|
|
|
3,691
|
|
Revisions of previous estimates
|
|
|
(93
|
)
|
|
(54
|
)
|
|
(3
|
)
|
|
(103
|
)
|
Production
|
|
|
(573
|
)
|
|
(26
|
)
|
|
(0
|
)
|
|
(577
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2019
|
|
|
2,995
|
|
|
83
|
|
|
2
|
|
|
3,011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved Developed Reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2016
|
|
|
3,404
|
|
|
219
|
|
|
7
|
|
|
3,445
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2017
|
|
|
3,403
|
|
|
259
|
|
|
6
|
|
|
3,450
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2018
|
|
|
3,202
|
|
|
163
|
|
|
5
|
|
|
3,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2019
|
|
|
2,687
|
|
|
83
|
|
|
2
|
|
|
2,703
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved Undeveloped Reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2016
|
|
|
800
|
|
|
|
|
|
|
|
|
800
|
|
Proved undeveloped reserves converted to proved developed reserves by drilling
|
|
|
(106
|
)
|
|
|
|
|
|
|
|
(106
|
)
|
Additional proved undeveloped reserves added during 2017
|
|
|
21
|
|
|
|
|
|
|
|
|
21
|
|
Proved undeveloped reserves removed from drilling plan
|
|
|
(135
|
)
|
|
|
|
|
|
|
|
(135
|
)
|
Revisions of previous estimates
|
|
|
2
|
|
|
|
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2017
|
|
|
582
|
|
|
|
|
|
|
|
|
582
|
|
Proved undeveloped reserves converted to proved developed reserves by drilling
|
|
|
(182
|
)
|
|
|
|
|
|
|
|
(182
|
)
|
Additional proved undeveloped reserves added during 2018
|
|
|
66
|
|
|
|
|
|
|
|
|
66
|
|
Proved undeveloped reserves removed from drilling plan
|
|
|
(7
|
)
|
|
|
|
|
|
|
|
(7
|
)
|
Revisions of previous estimates
|
|
|
0
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2018
|
|
|
459
|
|
|
|
|
|
|
|
|
459
|
|
Proved undeveloped reserves converted to proved developed reserves by drilling
|
|
|
(178
|
)
|
|
|
|
|
|
|
|
(178
|
)
|
Additional proved undeveloped reserves added during 2019
|
|
|
27
|
|
|
|
|
|
|
|
|
27
|
|
Proved undeveloped reserves removed from drilling plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revisions of previous estimates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2019
|
|
|
308
|
|
|
|
|
|
|
|
|
308
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
None
of the proved undeveloped reserves have remained undeveloped for five years or more after they were initially disclosed as proved undeveloped reserves.
The
reserves above represent the trust's 80% net profits interest in the underlying properties for the remainder of the term of the trust.
16
Table of Contents
The
following table sets forth the estimates of total proved reserves and forecasts of economics attributable to the trust's 80% net profits interest in the underlying properties as of
December 31, 2019 for the remainder of the term of the trust, as presented in the summary prepared by CG&A of its reserve report as of December 31, 2019 for the trust. The estimates of
proved reserves have not been filed with or included in reports to any federal authority or agency. The discounted cash flow value shown in the table is not intended to represent the current market
value of the trust's estimated oil and natural gas reserves.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved
Developed
Producing
|
|
Proved
Developed
Non-Producing
|
|
Proved
Undeveloped
|
|
Total
Proved
|
|
|
|
(dollars in thousands)
|
|
Net Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (MBbl)
|
|
|
3,314.2
|
|
|
45.0
|
|
|
385.4
|
|
|
3,744.5
|
|
Gas (MMcf)
|
|
|
104.0
|
|
|
0.0
|
|
|
0.0
|
|
|
104.0
|
|
NGL (MBbl)
|
|
|
2.5
|
|
|
0.0
|
|
|
0.0
|
|
|
2.5
|
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil
|
|
$
|
169,485.6
|
|
$
|
2,299.8
|
|
$
|
19,709.5
|
|
$
|
191,494.9
|
|
Gas
|
|
|
220.2
|
|
|
0.0
|
|
|
0.0
|
|
|
220.2
|
|
NGL
|
|
|
62.8
|
|
|
0.0
|
|
|
0.0
|
|
|
62.8
|
|
Severance Taxes
|
|
|
1,129.2
|
|
|
103.7
|
|
|
639.8
|
|
|
1,872.6
|
|
Ad Valorem Taxes
|
|
|
4,113.8
|
|
|
132.4
|
|
|
952.8
|
|
|
5,199.0
|
|
Operating Expenses
|
|
|
73,059.3
|
|
|
372.0
|
|
|
2,005.3
|
|
|
75,436.5
|
|
Workover Expenses
|
|
|
8,122.5
|
|
|
0.0
|
|
|
0.0
|
|
|
8,122.5
|
|
COPAS Overhead
|
|
|
16,733.4
|
|
|
32.7
|
|
|
371.0
|
|
|
17,137.1
|
|
Investments
|
|
|
0.0
|
|
|
640.0
|
|
|
4,604.8
|
|
|
5,244.8
|
|
80% NPI Net Operating Income(1)
|
|
$
|
53,288.4
|
|
$
|
815.2
|
|
$
|
8,908.7
|
|
$
|
63,012.4
|
|
80% Net Profits Interest (NPI)(2)
|
|
$
|
41,520.0
|
|
$
|
589.1
|
|
$
|
6,290.1
|
|
$
|
48,399.1
|
|
-
(1)
-
Before
interest and taxes.
-
(2)
-
Discounted
at 10%.
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. The net
profits interest will terminate on the later to occur of (1) June 30, 2026, or (2) the time when 14.4 MMBoe have been produced from the underlying properties and sold, and the
trust will soon thereafter wind up its affairs and terminate. Based on the reserve report, CG&A estimated that the trust would terminate June 30, 2026 based on the calculation that 14.4 MMBoe
would have been produced from the underlying properties and sold (which amount is the equivalent of 11.5 MMBoe in respect of the trust's right to receive 80% of the net proceeds from the underlying
properties pursuant to the net profits interest) prior to this date.
Oil
and gas prices were adjusted to a WTI Cushing oil price of $55.69 per Bbl and a Henry Hub natural gas price of $2.578 per MMbtu. As specified by the SEC, these prices are 12-month
averages based upon the price on the first day of each month during 2019. The price adjustments were based on oil price differentials forecast at $4.55 per Bbl for all properties. Oil
price differentials were not escalated. Gas and NGL price differentials were forecast on a per property basis as provided by MV Partners and were also not escalated. Price differentials include
adjustments for transportation and basis differential. Gas prices were further adjusted with a heating value (Btu content) applied on a per-property basis. Operating expenses, workover expenses, COPAS
overhead charges and investments were forecast on a per property basis as furnished by MV Partners. Expenses and investments were held constant in accordance with SEC rules and guidelines. Severance
tax rates were applied at normal
17
Table of Contents
state
percentages of oil and gas revenue, except for those Kansas producing properties that are severance tax exempt. Ad valorem taxes of 2.0% of total revenue were applied to each property as
provided by MV Partners. Oil and gas conservation tax rates were applied to all Kansas properties at the applicable rates.
The
estimates of proved oil and natural gas reserves attributable to the underlying properties are based on estimates prepared by CG&A. Rules and guidelines established by the SEC
regarding the present value of future net revenues were used to prepare these reserve estimates. Oil and natural gas reserve engineering is a subjective process of estimating underground accumulations
of oil and natural gas that cannot be measured in an exact manner, and estimates of other engineers might differ materially from those included in the report. The accuracy of any reserve estimate is a
function of the quality of available data and engineering, and estimates may justify revisions based on the results of drilling, testing, and production activities. Accordingly, reserve estimates are
inherently imprecise and should not be construed as representing the actual quantities of future production or cash flows to be realized from oil and natural gas properties or the fair market value of
such properties.
Producing Acreage and Well Counts
For the following data, "gross" refers to the total wells or acres in which MV Partners owns a working interest and "net" refers to gross wells
or acres multiplied by the percentage working interest owned by MV Partners. Although many of MV Partners' wells produce both oil and natural gas, a well is categorized as an oil well or a natural gas
well based upon the ratio of oil to natural gas production.
The
underlying properties are interests in developed properties located in oil and natural gas producing regions of Kansas and eastern Colorado. The following is a summary of the
approximate acreage of the underlying properties at December 31, 2019.
|
|
|
|
|
|
|
|
|
|
Gross
|
|
Net
|
|
|
|
(acres)
|
|
Developed Acreage:
|
|
|
|
|
|
|
|
El Dorado Area
|
|
|
15,205
|
|
|
15,193
|
|
Northwest Kansas Area
|
|
|
11,565
|
|
|
11,520
|
|
Other
|
|
|
20,030
|
|
|
16,382
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
46,800
|
|
|
43,095
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Undeveloped Acreage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
following is a summary of the producing wells on the underlying properties as of December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operated
Wells
|
|
Non-Operated
Wells
|
|
Total
|
|
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Oil
|
|
|
832
|
|
|
818
|
|
|
64
|
|
|
9
|
|
|
896
|
|
|
827
|
|
Natural gas
|
|
|
3
|
|
|
2
|
|
|
1
|
|
|
|
|
|
4
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
835
|
|
|
820
|
|
|
65
|
|
|
9
|
|
|
900
|
|
|
829
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
Table of Contents
The
following is a summary of the number of developmental wells drilled by MV Partners on the underlying properties during the last three years. MV Partners did not drill any exploratory
wells during the periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2017
|
|
2018
|
|
2019
|
|
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Completed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil wells
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
6
|
|
|
6
|
|
Natural gas wells
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-productive
|
|
|
3
|
|
|
2.9
|
|
|
|
|
|
|
|
|
2
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
4
|
|
|
3.9
|
|
|
1
|
|
|
1
|
|
|
8
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During
the years ended December 31, 2017, 2018 and 2019, MV Partners drilled, completed and commenced production with respect to 1, 1 and 6 wells, respectively, on the underlying
properties. As of December 31, 2019, no wells were being drilled but MV Partners had one DUC. Capital expenditures associated with converting proved undeveloped reserves to proved developed
reserves for the year ended December 31, 2019, were $1.38 million. MV Partners continues to develop further proved undeveloped reserves pursuant to its planned development and workover
program. See "Trustee's Discussion and Analysis of Financial Condition and Results of OperationsPlanned Development and Workover Program."
The
following table shows the average sales prices per Bbl of oil and Mcf of natural gas produced and the production costs and production and property taxes per Boe for the underlying
properties. Sales volumes for natural gas liquids during the periods presented were not significant.
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
|
|
2017
|
|
2018
|
|
2019
|
|
Sales prices:
|
|
|
|
|
|
|
|
|
|
|
Oil (per Bbl)
|
|
$
|
45.97
|
|
$
|
60.56
|
|
$
|
51.34
|
|
Natural gas (per Mcf)
|
|
$
|
2.54
|
|
$
|
2.27
|
|
$
|
2.03
|
|
Lease operating expense (per Boe)
|
|
$
|
19.33
|
|
$
|
20.03
|
|
$
|
19.53
|
|
Lease maintenance (per Boe)
|
|
$
|
1.82
|
|
$
|
3.76
|
|
$
|
5.38
|
|
Lease overhead (per Boe)
|
|
$
|
4.19
|
|
$
|
4.36
|
|
$
|
4.50
|
|
Production and property taxes (per Boe)
|
|
$
|
1.08
|
|
$
|
1.38
|
|
$
|
1.52
|
|
Major Producing Areas
Approximately 62% of the net acres included in the underlying properties are located in the El Dorado Area, which is located in southeastern
Kansas, and in the Northwest Kansas Area. The underlying properties are all located in mature fields that are characterized by long production histories. The properties provide continual workover and
developmental opportunities which MV Partners has pursued to reduce the natural decline in production from the underlying properties.
El Dorado Area
The underlying properties located in the El Dorado Area are operated on behalf of MV Partners by Vess Oil and are located in the El Dorado,
Augusta and Valley Center Fields. Vess Oil has actively pursued infill drilling, well re-entries, plugback and deepening recompletion operations, various types of restimulation work and equipment
optimization programs to reduce the natural decline in production from these fields.
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El Dorado Field. The El Dorado Field is located atop the Nemaha Ridge in Central Butler County, Kansas and was first discovered in
1915. Up to 15
horizons have been reported to contain hydrocarbons, ranging from the Admire Sands, at a depth of 650 feet, to the Arbuckle Dolomite, at a depth of 2,500 feet. The primary producing intervals are the
Admire, Lansing-Kansas City, Viola, Simpson and Arbuckle. Cumulative production of all producers from the El Dorado Field has exceeded 300 MMBbls of oil with production peaking between 1916 and 1918,
reaching 116,000 Bbls per day in 1918.
Augusta Field. The Augusta Field is on a trend similar to the nearby El Dorado Field and strikes northeast parallel to the Nemaha
Ridge. The field
was discovered in 1914 and covers approximately 10 square miles of Butler County, Kansas. The primary producing interval has been the Arbuckle with additional production coming from the Simpson
and Lansing-Kansas City intervals. Cumulative production of all producers from the Augusta Field has exceeded 48 MMBbls of oil. The Augusta Field is largely an extension of the El Dorado Field and has
very similar geological characteristics.
Vess
Oil has maintained constant activity in these fields to increase production. Vess Oil plans to drill additional infill developmental wells in the Arbuckle, Lansing-Kansas City,
Simpson and Whitecloud intervals in the El Dorado area during the next five years. Vess Oil also plans to maintain its annual recompletion and workover program over the next five years. Vess Oil has
commenced a waterflood program to enhance production from the Whitecloud formation. Vess Oil plans to convert wells as the infill developmental drilling program proceeds.
Valley Center Field. The Valley Center Field was discovered in 1928 and covers approximately 60 square miles of Sedgwick County,
Kansas.
Production is primarily from the Viola interval, which is located at an average depth of 2,500 feet. Cumulative production of all producers from the Valley Center Field has exceeded 25 MMBbls of oil.
The Valley Center Field has similar geological characteristics as the El Dorado Field.
Northwest Kansas Area
Each of Vess Oil and Murfin Drilling operate leases on behalf of MV Partners included in the underlying properties that are located in the
Northwest Kansas Area. The primary fields in this area are the Bemis-Shutts, Trapp, Ray and Hansen Fields. Vess Oil and Murfin Drilling have actively pursued polymer treatments, stimulation workovers
and recompletion operations to reduce the natural decline in production from these fields.
Bemis-Shutts Field. The Bemis-Shutts Field is located on the Fairport Anticline within the Central Kansas Uplift and was discovered in
1928. The
field consists of 17,080 acres in northeastern Ellis and southeastern Rooks Counties, Kansas. Production has been from multiple pay zones with the primary formation being the Arbuckle interval at a
depth of 3,300 feet and the Lansing-Kansas City interval at a depth of 2,800 feet. Cumulative production of all producers from the Bemis-Shutts Field has exceeded 248 MMBbls of oil.
Both
Vess Oil and Murfin Drilling have pursued polymer treatment programs with success in the Bemis-Shutts Field and plan to continue these workovers. MV Partners has continued to
acquire 3-D seismic surveys over portions of the field to further define the boundaries of the Arbuckle structure in the field and to evaluate undrilled infill locations. This data is processed as
received and currently there are over 6 potential infill drilling locations that have been identified. MV Partners plans to drill these locations over the next five years.
Trapp Field. The Trapp Field consists of 35,900 acres in Russell and Barton Counties, Kansas and was discovered in 1929. Production has
primarily
been from the Lansing-Kansas City and Shawnee limestones and the Arbuckle dolomite. Cumulative production of all producers from the Trapp Field has exceeded 239 MMBbls of oil.
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Hansen and Ray Fields. The Hansen Field is located along the crest of the Stuttgart-Huffstutor Anticline and was discovered in 1943.
Production from
this field has primarily come from the Lansing-Kansas City limestone. Cumulative production of all producers from the Hansen Field has exceeded 9.2 MMBbls of oil.
The
Ray Field is located on the eastern flank of the Central Kansas Uplift and was discovered in 1940. Production has primarily been from the Arbuckle dolomite and the Gorham sands with
additional production from the Lansing-Kansas City interval along the eastern flank of the field. Cumulative production of all producers from the Ray Field has exceeded 18 MMBbls of oil.
The
Hansen and Ray Fields consist of over 7,000 acres in Philips and Norton Counties, Kansas.
Murfin
Drilling operates the leases held by MV Partners in the Trapp, Hansen and Ray Fields. Murfin Drilling has informed the trustee that it plans to drill and workover and recomplete
additional wells, including acid stimulations, over the next five years.
Marketing and Post-Production Services
Pursuant to the terms of the conveyance that created the net profits interest, MV Partners has the responsibility to market, or cause to be
marketed, the oil, natural gas and natural gas liquid production attributable to the underlying properties. The terms of the conveyance that created the net profits interest do not permit MV Partners
to charge any marketing fee when determining the
net proceeds upon which the net profits interest is calculated. As a result, the net proceeds to the trust from the sales of oil, natural gas and natural gas liquid production from the underlying
properties are determined based on the same price that MV Partners receives for oil, natural gas and natural gas liquid production attributable to MV Partners' remaining interest in the underlying
properties.
Vess
Oil and Murfin Drilling, as contract operators, generally sell production from the underlying properties to several purchasers, including MV Purchasing, LLC, which we refer
to herein as "MV Purchasing," under short-term arrangements using market sensitive pricing. MV Purchasing is majority owned by the indirect equity owners of MV Partners. These sales to purchasers are
under terms ranging from one month to six months, using market sensitive pricing. Two purchasers, including MV Purchasing, have been purchasing substantially all of the crude oil production, and a
substantial portion of the crude oil production may continue be acquired by one or more single purchasers. For the years ended December 31, 2017, 2018 and 2019, MV Purchasing purchased 76%, 76%
and 75%, respectively, of the production sold from the underlying properties. MV Partners does not believe that loss of any of these parties as a purchaser would have a material adverse impact on the
business of MV Partners, as substitute purchasers are generally available; however, a purchaser's failure to pay for purchased crude oil could have a significant adverse impact on MV Partners'
business.
Oil
production is typically transported by truck from the field to the closest gathering facility or refinery. MV Partners sells the majority of the oil production from the underlying
properties under short-term arrangements using market sensitive pricing. The price received by MV Partners for the oil production from the underlying properties is usually based on the NYMEX price
applied to equal daily quantities on the month of delivery, which price is then reduced for differentials based upon delivery location and oil quality. The average differential for oil production
during the years ended December 31, 2017, 2018 and 2019 was $4.98, $4.96 and $4.81 per barrel, respectively.
All
natural gas produced by MV Partners is marketed and sold to third-party purchasers. The natural gas is sold on a contract basis and, in all but one case, the contracts are in their
secondary terms and are on a month-to-month basis. In all cases, the contract price is based on a percentage of a published regional index price, after adjustments for Btu content, transportation and
related charges.
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Sale and Abandonment of Underlying Properties
MV Partners and any transferee of any of the underlying properties will have the right to abandon its interest in any well or property
comprising a portion of the underlying properties if, in its opinion, such well or property ceases to produce or is not capable of producing in commercially paying quantities. To reduce or eliminate
the potential conflict of interest between MV Partners and the trust in determining whether a well is capable of producing in commercially paying quantities, MV Partners is required under the
conveyance to act as a reasonably prudent operator in the State of Kansas under the same or similar circumstances would act if it were acting with respect to its own properties, disregarding the
existence of the net profits interest as a burden on such property. For the years ended December 31, 2017, 2018 and 2019, MV Partners plugged and abandoned 20, 10 and 15 wells, respectively,
based on its determination that such wells were no longer economical to operate or restore to production.
MV
Partners generally may sell all or a portion of its interests in the underlying properties, subject to and burdened by the net profits interest, without the consent of the trust
unitholders. In addition, MV Partners may, without the consent of the trust unitholders, require the trust to release the net profits interest associated with any lease that accounts for less than or
equal to 0.25% of the total production from the underlying properties in the prior 12 months and provided that the net profits interest covered by such releases cannot exceed, during any
12-month period, an aggregate fair market value to the trust of $500,000. These releases will be made only in connection with a sale by MV Partners of the relevant underlying properties and are
conditioned upon the trust receiving an amount equal to the fair value to the trust of such net profits interest. Any net sales proceeds paid to the trust are distributable to trust unitholders for
the quarter in which they are received.
Title to Properties
The underlying properties are subject to certain burdens that are described in more detail below. To the extent that these burdens and
obligations affect MV Partners' rights to production and the value of production from the underlying properties, they have been taken into account in calculating the trust's interests and in
estimating the size and the value of the reserves attributable to the underlying properties.
MV
Partners' interests in the underlying properties are typically subject, in one degree or another, to one or more of the following:
-
-
royalties, overriding royalties and other burdens, express and implied, under oil and natural gas leases;
-
-
overriding royalties, production payments and similar interests and other burdens created by MV Partners or its predecessors in title;
-
-
a variety of contractual obligations arising under operating agreements, farm-out agreements, production sales contracts and other agreements
that may affect the underlying properties or their title;
-
-
liens that arise in the normal course of operations, such as those for unpaid taxes, statutory liens securing unpaid suppliers and contractors
and contractual liens under operating agreements that are not yet delinquent or, if delinquent, are being contested in good faith by appropriate proceedings;
-
-
pooling, unitization and communitization agreements, declarations and orders;
-
-
easements, restrictions, rights-of-way and other matters that commonly affect property;
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-
-
conventional rights of reassignment that obligate MV Partners to reassign all or part of a property to a third party if MV Partners intends to
release or abandon such property; and
-
-
rights reserved to or vested in the appropriate governmental agency or authority to control or regulate the underlying properties and the net
profits interest therein.
MV
Partners has informed the trustee that MV Partners believes that the burdens and obligations affecting the underlying properties are conventional in the industry for similar
properties. MV Partners also has informed the trustee that MV Partners believes that the existing burdens and obligations do not, in the aggregate, materially interfere with the use of the underlying
properties and do not materially adversely affect the value of the net profits interest.
MV
Partners acquired the underlying properties in two transactions, the first of which was in 1998 when it acquired a substantial portion of the underlying properties from a major oil
and gas company and the second of which was in 1999 when it acquired the remaining portion of the underlying properties from a large independent oil and gas company. At the time of its acquisition of
the underlying properties, MV Partners believes that it undertook a thorough title examination of the underlying properties.
MV
Partners has recorded the conveyance of the net profits interest in the real property records in each Kansas County where the properties are located. MV Partners has informed the
trustee that MV Partners believes that the delivery and recording of the conveyance constituted fully conveyed and vested property interests in the trust under Kansas law. Although no assurance can be
given, MV Partners has informed the trustee that MV Partners believes that, if, during the term of the trust, MV Partners becomes involved as a debtor in a bankruptcy proceeding, the conveyance of the
net profits interest, as vested and recorded property interests, cannot be avoided by a bankruptcy trustee. If in such a proceeding a determination were made that the conveyance constitutes an
executory contract and the net profits interest is not a fully conveyed property interest under the laws of Kansas, and if such contract were not to be assumed in a bankruptcy proceeding involving MV
Partners, the trust would be treated as an unsecured creditor of MV Partners with respect to such net profits interest in the pending bankruptcy proceeding.
Oil
and gas leases are real property interests under Colorado law. Net profits interests are non-operating, non-possessory interests carved out of the oil and gas leasehold estate. MV
Partners has informed the trustee that MV Partners believes that it is possible that the net profits interest for the underlying properties located in Colorado may not be treated as a real property
interest under the laws of Colorado. MV Partners has recorded the conveyance of the net profits interest in the real property records of Colorado in accordance with local recording acts. MV Partners
has informed the trustee that MV Partners believes that if, during the term of the trust, MV Partners becomes involved as a debtor in a bankruptcy proceeding, the net profits interest relating to the
underlying properties located in
Colorado should be treated as a fully conveyed personal property interest under the laws of Colorado. In such a proceeding, however, a determination could be made that the conveyance constitutes an
executory contract and the net profits interest is not a fully conveyed personal property interest under the laws of Colorado, and if such contract were not to be assumed in a bankruptcy proceeding
involving MV Partners, the trust would be treated as an unsecured creditor of MV Partners with respect to such net profits interest in the pending bankruptcy proceeding. Although no assurance can be
given, MV Partners does not believe that the conveyance of the net profits interest relating to the underlying properties located in Colorado should be subject to rejection in a bankruptcy proceeding
as an executory contract.
Competition and Markets
The oil and natural gas industry is highly competitive. MV Partners competes with major oil and natural gas companies and independent oil and
natural gas companies for oil and natural gas,
23
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equipment,
personnel and markets for the sale of oil and natural gas. Many of these competitors are financially stronger than MV Partners, but even financially troubled competitors can affect the
market because of their need to sell oil and natural gas at any price to attempt to maintain cash flow. The trust is subject to the same competitive conditions as MV Partners and other companies in
the oil and natural gas industry.
Oil
and natural gas compete with other forms of energy available to customers, primarily based on price. These alternate forms of energy include electricity, coal and fuel oils. Changes
in the availability or price of oil, natural gas or other forms of energy, as well as business conditions, conservation, legislation, regulations and the ability to convert to alternate fuels and
other forms of energy may affect the demand for oil and natural gas.
Future
price fluctuations for oil, natural gas and natural gas liquids will directly impact trust distributions, estimates of reserves attributable to the trust's interests and estimated
and actual future net revenues to the trust. In view of the many uncertainties that affect the supply and demand for oil and natural gas, neither the trust nor MV Partners can make reliable
predictions of future oil and natural gas supply and demand, future product prices or the effect of future product prices on the trust.
Regulation
The production of oil and gas from the underlying properties is affected by many state and federal regulations with respect to allowable rates
of production, drilling permits, well spacing, marketing, environmental matters and pricing. Future regulations could change allowable rates of production or the manner in which oil and gas operations
may be lawfully conducted.
FERC Regulation
Historically, the transportation and sale for resale of natural gas in interstate commerce has been regulated by the Federal Energy Regulatory
Commission, or FERC, under the Natural Gas Act of 1938, or NGA, the Natural Gas Policy Act of 1978, or NGPA, and regulations issued under those statutes. Over the last two decades, the FERC has issued
orders and adopted regulations resulting in a restructuring of the natural gas industry. The principal elements of this restructuring were the requirement that interstate pipelines separate, or
"unbundle," into individual components the various services offered on their systems, with all transportation services to be provided on a non-discriminatory basis, and the prohibition against an
interstate pipeline providing gas sales services except through separately organized affiliates. In various rulemaking proceedings following its initial unbundling requirement, the FERC has refined
its regulatory program applicable to interstate pipelines in various respects, and it has announced that it will continue to monitor these and other regulations to determine whether further changes
are needed. In addition to rulemaking proceedings, the FERC establishes new policies and regulations through policy statements and adjudications of individual pipeline matters. Further, additional
changes to regulations may occur based on actions taken by the United States Congress and/or the courts.
In
the past, the federal government has regulated the prices at which natural gas could be sold. While sales by producers of natural gas can currently be made at market prices, Congress
could reenact price controls in the future. Deregulation of wellhead natural gas sales began with the enactment of the NGPA and culminated in adoption of the Natural Gas Wellhead Decontrol Act which
removed all price controls affecting wellhead sales of natural gas effective January 1, 1993.
Sales
of crude oil, condensate, and natural gas liquids are not currently regulated and are made at negotiated prices. Nevertheless, Congress could reenact price controls in the future.
Sales of crude oil are affected by the availability, terms and cost of transportation. The transportation of oil in common carrier pipelines is subject to rate and access regulation. The FERC
regulates interstate oil pipeline
24
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transportation
rates under the Interstate Commerce Act. In general, interstate oil pipeline rates must be just and reasonable and may not be unduly discriminatory or confer any undue preference upon
any shipper. Rates generally are cost-based, although settlement rates agreed to by all shippers are permitted and market-based rates may be permitted in certain circumstances.
Although
the price at which MV Partners sells oil, natural gas and natural gas liquids is not currently subject to federal rate regulation and, for the most part, is not subject to state
regulation, with regard to physical sales of natural gas and oil, MV Partners is required to observe anti-market manipulation laws and related regulations enforced by the FERC and/or the Commodity
Futures Trading Commission, or the CFTC, and the Federal Trade Commission, or FTC. If MV Partners were to violate the anti-market manipulation laws and regulations, MV Partners could also be subject
to related third-party damage claims by, among others, sellers, royalty owners and taxing authorities.
As
to these various developments, MV Partners has advised the trust that the on-going and evolving nature of these regulatory initiatives makes it impossible to predict their ultimate
impact on the prices, markets or terms of sale of natural gas related to the trust.
State and Other Regulation
In general, the jurisdictions in which royalty properties are located have statutory provisions regulating the production and sale of crude oil
and natural gas. The regulations often require permits for the drilling of wells but extend also to the spacing of wells, the prevention of waste of oil and gas resources, the rate of production,
prevention and clean-up of pollution and other matters.
Environmental Matters and Regulation
General. The operations of the underlying properties are subject to stringent and complex federal, state and local laws and regulations
governing
environmental protection as well as the discharge of materials into the environment. These laws and regulations may, among other things:
-
-
restrict the types, quantities and concentration of various substances that can be released or emitted into the environment in connection with
oil and natural gas drilling and production activities;
-
-
limit or prohibit construction or drilling activities on certain lands lying within wilderness, wetlands and other protected areas; and
-
-
require investigatory and remedial measures to mitigate pollution from former and ongoing operations, such as requirements to close pits and
plug abandoned wells.
These
laws, rules and regulations may also restrict the rate of oil and natural gas production below the rate that would otherwise be possible. The regulatory burden on the oil and
natural gas industry increases the cost of doing business in the industry and consequently affects profitability. Additionally, Congress and federal and state agencies frequently revise environmental
laws and regulations, and any changes that result in more stringent and costly waste handling, disposal and cleanup requirements for the oil and natural gas industry could have a significant impact on
the operating costs of the underlying properties.
The
following is a summary of the existing laws, rules and regulations to which the operations of the underlying properties are subject that are material to the operation of the
underlying properties.
Waste Handling. The Resource Conservation and Recovery Act, or RCRA, and comparable state statutes, regulate the generation,
transportation,
treatment, storage, disposal and cleanup of hazardous and non-hazardous wastes. Under the auspices of the federal Environmental Protection Agency, or EPA, the individual states administer some or all
of the provisions of RCRA, sometimes in conjunction with their own, more stringent requirements. Drilling fluids, produced waters and most of the other
25
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wastes
associated with the exploration, development and production of crude oil or natural gas are currently regulated under RCRA's non-hazardous waste provisions. In December 2016, the EPA and
environmental groups entered into a consent decree to address the EPA's alleged failure to timely assess its RCRA Subtitle D criteria regulations exempting certain exploration and production-related
oil and natural gas wastes from regulation as hazardous wastes under RCRA. The consent decree required the EPA to propose a rulemaking no later than March 15, 2019 for revision of certain
Subtitle D criteria regulations pertaining to oil and natural gas wastes or to sign a determination that revision of the regulations is not necessary. EPA fulfilled its obligation under the consent
decree by issuing a determination on April 23, 2019 that revisions to existing RCRA Subtitle D regulations governing oil and natural gas wastes are not necessary, along with a report supporting
that determination. Any future change in the exclusion for such wastes could potentially result in an increase in the cost of managing and disposing of those wastes.
Comprehensive Environmental Response, Compensation and Liability Act. The Comprehensive Environmental Response, Compensation and
Liability Act, or
CERCLA, also known as the Superfund law, imposes joint and several liability, without regard to fault or legality of conduct, on classes of persons who are considered to be responsible for the release
of a hazardous substance into the environment. These persons include the owner or operator of the site where the release occurred, and anyone who disposed or arranged for the disposal of a hazardous
substance released at the site. Under CERCLA, such persons may be subject to joint and several liability for the costs of cleaning up the hazardous substances that have been released into the
environment, for damages to natural resources and for the costs of certain health studies. In addition, it is not uncommon for neighboring landowners and other third-parties to file claims for
personal injury and property damage allegedly caused by the hazardous substances released into the environment.
The
underlying properties may have been used for oil and natural gas exploration and production for many years. Although MV Partners believes that it has utilized operating and waste
disposal practices that were standard in the industry at the time, hazardous substances, wastes or hydrocarbons may have been disposed of or released on or under the properties, or on or under other
locations, including off-site locations, where such substances have been taken for disposal. In addition, the underlying properties may have been operated by third parties or by previous owners or
operators whose treatment and disposal of hazardous substances, wastes or hydrocarbons was not under MV Partners' control. These properties and the substances disposed or released on them may be
subject to CERCLA, RCRA and analogous state laws. Under such laws, MV Partners could be required to remove previously disposed substances and wastes, remediate contaminated property, or perform
remedial plugging or pit closure operations to prevent future contamination.
Water Discharges. The federal Clean Water Act, or CWA, and analogous state laws impose restrictions and strict controls with respect to
the discharge
of pollutants, including spills and leaks of oil and other substances, into waters of the United States and waters of the state, respectively. The discharge of pollutants into regulated waters is
prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. Federal and state regulatory agencies can impose administrative, civil and criminal
penalties for non-compliance with discharge permits or other requirements of the CWA and analogous state laws and regulations. The discharge of wastewater from most onshore oil and gas activities
exploration and production activities is currently prohibited east of the 98th meridian. Additionally, in June 2016, the EPA issued a final rule implementing wastewater
pretreatment standards that prohibit onshore unconventional oil and natural gas extraction facilities from sending wastewater directly to publicly owned treatment works, or POTW. Unconventional
extraction facilities are in certain circumstances allowed by federal regulations to send wastewater to an off-site private centralized wastewater treatment facility that can either discharge treated
water or send it to a POTW. The EPA is conducting a study of the treatment and discharge of oil and gas wastewater.
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Any
restriction of disposal options for hydraulic fracturing waste and other changes to CWA discharge requirements may result in increased costs.
The
discharge of dredge and fill material in regulated waters, including wetlands, is also prohibited, unless authorized by a permit issued by the U.S. Army Corps of Engineers, or ACE.
CWA Section 401 provides that the applicant for an individual National Pollutant Discharge Elimination System, or NPDES, permit to be issued by the EPA or an individual Section 404
permit to be issued by the ACE must notify the state in which the discharge will occur and provide an opportunity for the state to determine if the discharge will comply with the state's approved
water quality program. In some instances, this process could result in delay in issuance of the permit, more stringent permit requirements, or denial of the permit.
How
the EPA and the ACE define "waters of the United States" ("WOTUS") can impact MV Partners' regulatory and permitting obligations under the CWA. The EPA and the ACE promulgated rules
defining the scope of WOTUS that became effective in September 2015. On October 22, 2019, the EPA and the ACE published a final rule that repealed the 2015 definition of WOTUS and recodified
longstanding regulatory definitions of WOTUS that existed prior to the 2015 rule to promote regulatory consistency across the United States. On February 14, 2019, the EPA and the ACE had
published a proposed revised definition of WOTUS intended to clarify and narrow the definition from that in the 2015 rule. The comment period on the proposed changes to the definition of WOTUS closed
on April 15, 2019, and a final rule is expected to be published in early 2020. It is anticipated that petitions for review of any 2020 WOTUS rule will be filed and that litigation over the
definition of WOTUS will continue. To the extent that MV Partners must obtain permits for the discharge of pollutants or for dredge and fill activities in wetland areas or other waters of the United
States, MV
Partners could face increased costs and delays associated with obtaining such permits under any broader definition of WOTUS that expands the scope of CWA jurisdiction.
The
Oil Pollution Act of 1990, or the OPA, as amended, which amends the CWA, establishes standards for prevention, containment and cleanup of oil spills into waters of the United States.
The OPA requires measures to be taken to prevent the accidental discharge of oil into waters of the United States from onshore production facilities. Measures under the OPA and the CWA include
inspection and maintenance programs to minimize spills from oil storage and conveyance systems; the use of secondary containment systems to prevent spills from reaching nearby waterbodies; proof of
financial responsibility to cover environmental cleanup and restoration costs that could be incurred in connection with an oil spill; and the development and implementation of spill prevention,
control and countermeasure, or SPCC, plans to prevent and respond to oil spills. The OPA also subjects owners and operators of facilities to strict, joint and several liability for all containment and
cleanup costs and certain other damages arising from a spill. MV Partners has developed and implemented SPCC plans for the Underlying Properties as required under the CWA.
Air Emissions. The federal Clean Air Act, or CAA, and comparable state laws, regulate emissions of various air pollutants through air
emissions
permitting programs and the imposition of other requirements. In addition, the EPA has developed, and continues to develop, stringent regulations governing emissions of toxic air pollutants at
specified sources and has recently proposed rules that define the terms used to determine whether a source is considered to be a major source under the CAA. Federal and state regulatory agencies can
impose administrative, civil and criminal penalties for non-compliance with air permits or other requirements of the CAA and associated state laws and regulations.
The
EPA has established pollution control standards for oil and gas sources under the CAA. In 2012, the EPA adopted federal New Source Performance Standards that require the reduction of
volatile organic compound emissions from certain fractured and refractured natural gas wells for which well completion operations are conducted and further require that most wells use reduced emission
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completions,
also known as "green completions." These regulations also establish specific new requirements regarding emissions from production-related wet seal and reciprocating compressors, and from
pneumatic controllers and storage vessels. The EPA is also charged with establishing ambient air quality standards, the implementation of which can indirectly impact MV Partners' operations. For
example, in October 2015, the EPA lowered the National Ambient Air Quality Standard, or NAAQS, for ozone from 75 to 70 parts per billion. State implementation of the revised NAAQS could result in
stricter permitting requirements, delay or prohibit MV Partners' ability to obtain such permits, and result in increased expenditures for pollution control equipment, the costs of which could be
significant.
Climate Change. There has been support in various regions of the country for legislation that requires reductions in greenhouse gas
emissions, and
some states have already adopted legislation addressing greenhouse gas emissions from various sources, primarily power plants. In response to findings that emissions of carbon dioxide, methane and
other greenhouse gases, or GHGs, present an endangerment to public health and the environment, the EPA has issued regulations to restrict emissions of greenhouse gases under existing provisions of the
CAA. These regulations include limits on tailpipe emissions from motor vehicles, preconstruction and operating permit requirements for certain large stationary sources, and methane emissions standards
for certain new, modified and reconstructed oil and gas sources. The EPA also has adopted rules requiring the reporting of GHG emissions from specified large greenhouse gas emission sources in the
United States, as well as certain onshore oil and natural gas production facilities, on an annual basis.
In
December 2015, the EPA finalized rules that added new sources to the scope of its GHG monitoring and reporting rule. These new sources include gathering and boosting facilities. The
revisions also include the addition of well identification reporting requirements for certain facilities. In addition, in June 2016 the EPA published a final rule that requires operators to reduce
methane emissions from certain new, modified or reconstructed oil and gas facilities, including production, processing, transmission and storage activities, or the Methane Rule. However, following the
November 2016 presidential election and change in administrations, the EPA convened a reconsideration proceeding that culminated in a 2019 rule proposal that would eliminate the obligation to control
methane emissions under the NSPS, while maintaining the rule's substantive emissions control requirements because they serve to control emissions of other, non-methane pollutants. While the ultimate
fate of the Methane Rule is unclear, it may require MV Partners to incur development expenses to install and utilize specific equipment, technologies, or work practices to control methane emissions
from its operations.
Laws,
regulations, treaties or international agreements related to greenhouse gases and climate change, including incentives to conserve energy or use alternative energy sources, could
have a negative impact on the future operations of MV Partners if such laws, regulations, treaties or international agreements reduce the worldwide demand for oil and natural gas or otherwise result
in reduced economic activity generally. More recently, activists concerned about the potential effects of climate change have pressured financial institutions and other sources of capital to restrict
investment in oil and gas activities which could make it more difficult to secure funding for oil and gas exploration and production. In addition to potential impacts on MV Partners' operations
directly or indirectly resulting from climate-change legislation or regulations, MV Partners' operations also could be negatively affected by climate-change related physical changes or changes in
weather patterns including drought and severe storms. At this time, it is not possible to estimate accurately how potential future laws or regulations addressing greenhouse gas emissions would impact
the operations of MV Partners.
The
operations of the underlying properties are not adversely impacted by the current state and local climate change initiatives and, at this time, it is not possible to accurately
estimate how potential future laws or regulations addressing greenhouse gas emissions would impact the operations of the properties.
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Endangered Species Act. The federal Endangered Species Act, or ESA, restricts activities that may affect endangered and threatened
species or their
habitats. If endangered species are located in areas of the underlying properties where seismic surveys, development activities or abandonment operations may be conducted, the work could be prohibited
or delayed or expensive mitigation may be required. The designation of previously unidentified endangered or threatened species could cause MV Partners to incur additional costs arising from species
protection measures or could result in limitations on exploration and production activities that could have an adverse impact on the ability to develop and produce reserves from the underlying
properties. While some of MV Partners' facilities or leased acreage may be located in areas that are designated as habitat for endangered or threatened species, MV Partners believes that it is in
substantial compliance with the ESA.
OSHA and Other Laws and Regulation. MV Partners is subject to the requirements of the federal Occupational Safety and Health Act, or
OSHA, and
comparable state statutes. The OSHA hazard communication standard, the EPA community right-to-know regulations under Title III of CERCLA and similar state statutes require that MV Partners organize
and/or disclose information about
hazardous materials used or produced in its operations. MV Partners believes that it is in substantial compliance with these applicable requirements and with other OSHA and comparable requirements.
MV
Partners believes that it is in substantial compliance with all existing environmental laws and regulations applicable to the current operations of the underlying properties and that
its continued compliance with existing requirements will not have a material adverse effect on the cash distributions to the trust unitholders. For instance, MV Partners did not incur any material
capital expenditures for remediation or pollution control activities for the years ended December 31, 2017, 2018 and 2019. Additionally, MV Partners has informed the trust that MV Partners is
not aware of any environmental issues or claims that will require material capital expenditures during 2020. However, there is no assurance that the passage of more stringent laws or regulations in
the future will not have a negative impact on the operations of the underlying properties and cash distributions to trust unitholders.
Item 1A. Risk Factors.
Prices of oil, natural gas and natural gas liquids fluctuate, and lower prices could reduce proceeds to the
trust and cash distributions to unitholders.
The
reserves attributable to the underlying properties and the quarterly cash distributions of the trust are highly dependent upon the prices realized from the sale of oil, natural gas
and natural gas liquids. Prices of oil, natural gas and natural gas liquids can fluctuate widely on a quarter-to-quarter basis in response to a variety of factors that are beyond the control of the
trust and MV Partners. These factors include, among others:
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political conditions or hostilities in oil and natural gas producing regions, including the Middle East, North Africa and South America;
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weather conditions or force majeure events;
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the occurrence or threat of epidemic or pandemic diseases, such as the recent outbreak of coronavirus, or any government response to such
occurrence or threat;
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regional, domestic and foreign levels of supply of and demand for oil, natural gas and natural gas liquids;
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U.S. and worldwide economic conditions;
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the price and availability of alternative fuels;
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the proximity to, and capacity of, refineries and gathering and transportation facilities;
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governmental regulations and taxation; and
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energy conservation and environmental measures.
Crude
oil prices have been volatile during the last several years, and in 2019 ranged from a high of $66.30 to a low of $46.54. The NYMEX crude oil spot prices per Bbl were $60.42,
$45.41 and $61.06 as of December 31, 2017, 2018 and 2019, respectively. Meanwhile, crude oil spot prices per Bbl have dropped sharply in the first quarter of 2020, from $61.17 on
January 2, 2020 to $30.24 on March 9, 2020. Neither MV Partners nor the trust can predict the timing or the duration of any economic cycle and, depending on the prices realized, the
operating results of MV Partners and the financial condition of the trust could be materially and adversely affected.
The
terms of the conveyance of the net profits interest prohibit MV Partners from entering into hedging arrangements for the benefit of the trust. As a result, the amounts of cash
distributions by the trust may fluctuate significantly as a result of changes in commodity prices because there will be no hedge contracts in place to reduce the effects of any changes in commodity
prices.
Continued
low prices of oil, natural gas and natural gas liquids will reduce the amount of the net proceeds to which the trust is entitled and may ultimately reduce the amount of oil,
natural gas and natural gas liquids that is economic to produce from the underlying properties. As a result, the operator of any of the underlying properties could determine during periods of low
commodity prices to shut in or curtail production from wells on the underlying properties. In addition, the operator of the underlying properties could determine during periods of low commodity prices
to plug and abandon marginal wells that otherwise may have been allowed to continue to produce for a longer period under conditions of higher prices. Because the underlying properties are mature, with
many of them being in production since the early 1900s, decreases in commodity prices could have a more significant effect on the economic viability of these properties compared to more recently
discovered properties. The commodity price sensitivity of these mature wells is due to a culmination of factors that vary from well-to-well, including the additional costs associated with water
handling and disposal, chemicals, surface equipment maintenance, downhole casing repairs and reservoir pressure maintenance activities that are necessary to maintain production. As a result, the
volatility of commodity prices may cause the amount of future cash distributions to trust unitholders to fluctuate, and a substantial decline in the price of oil, natural gas or natural gas liquids
will reduce the amount of cash available for distribution to the trust unitholders.
Actual reserves and future production may be less than current estimates of proved reserves, which could
reduce cash distributions by the trust and the value of the trust units.
The value of the trust units and the amount of future cash distributions to the trust unitholders will depend upon, among other things, the
accuracy of the production and reserves estimated to be attributable to the underlying properties and the net profits interest. Estimating
production and reserves is inherently uncertain. Ultimately, actual production, revenues and expenditures for the underlying properties could vary both positively and negatively from estimates and
those variations could be material. Petroleum engineers consider many factors and make assumptions in estimating production and reserves. Those factors and assumptions
include:
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historical production from the area compared with production rates from other producing areas;
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the assumed effect of governmental regulation; and
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assumptions about future prices of oil, natural gas and natural gas liquids, production and development expenses, gathering and transportation
costs, severance and excise taxes and capital expenditures.
Changes
in these assumptions can materially increase or decrease production and reserve estimates.
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The
estimated reserves attributable to the net profits interest and the estimated future net revenues attributable to the net profits interest are based on estimates of reserve
quantities and revenues for the underlying properties. See "Item 1. BusinessDescription of the Underlying PropertiesReserves" for a discussion of the method of
allocating proved reserves to the underlying properties and the net profits interest. The quantities of reserves attributable to the underlying properties and the net profits interest may decrease in
the future as a result of future decreases in the price of oil, natural gas or natural gas liquids.
Risks associated with the production, gathering, transportation and sale of oil, natural gas and natural gas
liquids could adversely affect cash distributions by the trust.
The revenues of the trust, the value of the trust units and the amount of cash distributions to the trust unitholders depend upon, among other
things, the costs incurred by MV Partners to develop and exploit oil and natural gas reserves attributable to the underlying properties. Drilling, production or transportation accidents that
temporarily or permanently halt the production and sale of oil, natural gas and natural gas liquids at any of the underlying properties will reduce trust distributions by reducing the amount of net
proceeds available for distribution. For example, accidents may occur that result in personal injuries, property damage, damage to productive formations or equipment and environmental damages. Any
costs incurred by MV Partners in connection with any such accidents that are not insured against will have the effect of reducing the net proceeds available for distribution to the trust. In addition,
curtailments or damage to pipelines used by MV Partners to transport oil, natural gas and natural gas liquid production to markets for sale could reduce the amount of net proceeds available for
distribution. Any such curtailment or damage to the gathering systems used by MV Partners could also require MV Partners to find alternative means to transport the oil, natural gas and natural gas
liquid production from the underlying properties, which alternative means could require MV Partners to incur additional costs that will have the effect of reducing net proceeds available for
distribution by the trust. The trust does not maintain any type of insurance against any of the risks of conducting oil and gas exploration and production activities.
Production of oil, natural gas and natural gas liquids on the underlying properties could be materially and
adversely affected by severe or unseasonable weather.
Production of oil, natural gas and natural gas liquids on the underlying properties could be materially and adversely affected by severe
weather. Repercussions of severe weather conditions may include:
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evacuation of personnel and curtailment of operations;
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weather-related damage to drilling rigs or other facilities, resulting in suspension of operations;
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inability to deliver materials to worksites; and
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weather-related damage to pipelines and other transportation facilities.
Interruptions
in production could have a material adverse effect on the trust's financial condition, results of operations and cash flows, and could reduce the amount of cash distributions to
unitholders.
The trust and the public trust unitholders have no voting or managerial rights with respect to MV Partners,
the operator of the underlying properties. As a result, public trust unitholders have no ability to influence the operation of the underlying properties.
Oil and natural gas properties are typically managed pursuant to an operating agreement among the working interest owners of oil and natural gas
properties. The typical operating agreement contains procedures whereby the owners of the working interests in the property designate one of the interest owners to be the operator of the property.
Under these arrangements, the operator is typically
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responsible
for making all decisions relating to drilling activities, sale of production, compliance with regulatory requirements and other matters that affect the property.
MV
Partners is currently designated as the operator of substantially all of the underlying properties. MV Partners has contracted with two of its affiliates, Vess Oil and Murfin
Drilling, to operate these properties on its behalf. Neither the trustee nor the public trust unitholders has any contractual ability to influence or control the field operations of, sale of oil and
natural gas from, or future development of, these properties. The public trust unitholders also have no voting rights with respect to MV Partners and, therefore, have no managerial, contractual or
other ability to influence MV Partners' or its
affiliates' activities as operator of the oil and natural gas properties to which substantially all of the underlying properties relate.
Shortages or increases in costs of oil field equipment, services and qualified personnel available to MV
Partners could reduce the amount of cash available for distribution to the trust unitholders.
The demand for qualified and experienced field personnel to drill wells and conduct field operations, geologists, geophysicists, engineers and
other professionals in the oil and natural gas industry can fluctuate significantly, often in correlation with oil and natural gas prices, causing periodic shortages. Historically, there have been
shortages of drilling rigs and other oilfield equipment as demand for rigs and equipment has increased along with the number of wells being drilled. These factors also cause significant increases in
costs for equipment, services and personnel. Higher oil and natural gas prices generally stimulate demand and result in increased prices for drilling rigs, crews and associated supplies, equipment and
services. As part of its development plan for the underlying properties, MV Partners expects to drill 12 development wells and conduct recompletion and workover operations on existing wells included
in the underlying properties over the five years ending December 31, 2024. See "Item 7. Trustee's Discussion and Analysis of Financial Condition and Results of
OperationsPlanned Development and Workover Program" for a description of MV Partners' development plans. Shortages of field personnel and equipment or price increases could significantly
decrease the amount of cash available for distribution to the trust unitholders or restrict the ability of MV Partners to drill the wells and conduct the operations which it currently has planned for
the underlying properties.
MV Partners may transfer all or a portion of the underlying properties at any time, subject to specified
limitations, and MV Partners may abandon individual wells or properties that it reasonably believes to be uneconomic. Under these circumstances, trust unitholders have no ability to prevent MV
Partners from transferring the underlying properties to another operator, even if the trust unitholders do not believe that operator would operate the underlying properties in the same manner as MV
Partners.
MV Partners may at any time transfer all or part of the underlying properties. Trust unitholders are not entitled to vote on any transfer of the
underlying properties, and the trust will not receive any proceeds from any such transfer, except in the limited circumstances when the net profits interest is released in connection with such
transfer, in which case the trust will receive an amount equal to the fair market value of the net profits interest released. See "BusinessDescription of the Underlying
PropertiesSale and Abandonment of Underlying Properties." Following any material sale or transfer of any of the underlying properties, such underlying properties will continue to be
subject to the net profits interest of the trust, and the net proceeds attributable to the transferred property will be calculated as part of the computation of net proceeds described in this
Form 10-K. MV Partners may delegate to the transferee responsibility for all of MV Partners' obligations relating to the net profits interest on the portion of the underlying properties
transferred.
MV
Partners or any transferee of the underlying properties may abandon any well or property if it reasonably believes that the well or property can no longer produce oil or natural gas
in commercially economic quantities. This could result in termination of the net profits interest relating to the
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abandoned
well or property. In making such decisions, MV Partners and any such transferee will be required under the applicable conveyance to act as a reasonably prudent operator in the State of
Kansas under the same or similar circumstances would act if it were acting with respect to its own properties, disregarding the existence of the net profits interest as a burden on such property.
The reserves attributable to the underlying properties are depleting assets and production from those
reserves will diminish over time. Furthermore, the trust is precluded from acquiring other oil and natural gas properties or net profits interests to replace the depleting assets and production.
The net proceeds payable to the trust from the net profits interest are derived from the sale of oil, natural gas and natural gas liquids
produced from the underlying properties. The reserves attributable to the underlying properties are depleting assets, which means that the reserves attributable to the underlying properties will
decline over time. As a result, the quantity of oil and natural gas produced from the underlying properties is expected to decline over time. Based on the estimated production volumes in the reserve
report, the oil and natural gas production from proved reserves attributable to the underlying properties is projected to decline at an average annual rate of approximately 9.5% over the next
20 years assuming no additional developmental drilling or other capital expenditures are made after 2024 on the underlying properties. The anticipated rate of decline is an estimate and actual
decline rates may vary from those estimated. The net profits interest will terminate on the later to occur of (1) June 30, 2026, or (2) the time when 14.4 MMBoe have been produced
from the underlying properties and sold (which amount is the equivalent of 11.5 MMBoe in respect of the trust's right to receive 80% of the net proceeds from the underlying properties pursuant to the
net profits interest).
Future
maintenance projects on the underlying properties beyond those which are currently estimated may affect the quantity of proved reserves that can be economically produced from the
underlying properties. The timing and size of these projects will depend on, among other factors, the market prices of oil, natural gas and natural gas liquids. In addition, because MV Partners has
agreed to limit the amount of capital expenditures that may be taken into account in calculating net proceeds attributable to the net profits interest during a specified period preceding the
termination of the net profits interest, MV Partners may choose to delay certain capital projects that may otherwise benefit the trust unitholders until the termination of the net profits interest. If
operators of the wells to which the underlying properties relate do not implement required maintenance projects when warranted, the
future rate of production decline of proved reserves may be higher than the rate currently expected by MV Partners or estimated in the reserve report.
The
trust agreement provides that the trust's business activities are limited to owning the net profits interest and any activity reasonably related to such ownership, including
activities required or permitted by the terms of the conveyance related to the net profits interest. As a result, the trust is not permitted to acquire other oil and natural gas properties or net
profits interests to replace the depleting assets and production attributable to the net profits interest.
Because
the net proceeds payable to the trust are derived from the sale of depleting assets, the portion of the distributions to unitholders attributable to depletion may be considered
to have the effect of a return of capital as opposed to a return on investment. Eventually, the underlying properties burdened by the net profits interest may cease to produce in commercially paying
quantities and the trust may, therefore, cease to receive any distributions of net proceeds therefrom.
The amount of cash available for distribution by the trust will be reduced by the amount of any production
and development costs, taxes, capital expenditures and post-production costs.
Production and development costs on the underlying properties are deducted in the calculation of the trust's share of net proceeds. In addition,
production and property taxes, capital expenditures or post-production costs are deducted in the calculation of the trust's share of net proceeds. Accordingly,
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higher
production and development expenses, taxes, capital expenditures and post-production costs will directly decrease the amount of cash received by the trust in respect of its net profits
interest. For a summary of these costs for the last three years, see "Item 1. BusinessDescription of the Underlying PropertiesProducing Acreage and Well Counts."
Historical costs may not be indicative of future costs. In addition, cash available for distribution by the trust will be further reduced by the trust's general and administrative expenses.
If
development and production costs of the underlying properties exceed the proceeds of production from the underlying properties, the trust will not receive net proceeds from those
properties until future proceeds from production exceed the total of the excess costs plus accrued interest during the deficit period. Development activities may not generate sufficient additional
revenue to repay the costs.
If annual cash proceeds received by the trust are less than $1 million for each of two consecutive years, then under the terms of the trust agreement, the trust would be required to dissolve.
A purchaser's failure to pay MV Partners for purchased production could have a significant adverse impact on
MV Partners, which in turn could result in MV Partners not having sufficient net proceeds attributable to the net profits interest for MV Partners to distribute cash to the trust.
A purchaser's failure to pay for purchased production could have a significant adverse impact on MV Partners' business, which in turn could
adversely affect the trust. The recent tightening of credit in the financial markets may make it more difficult for purchasers to obtain financing and depending on the degree to which this occurs,
there may be a material increase in the nonpayment and nonperformance by such purchasers.
The trustee may, under certain circumstances, sell the net profits interest and dissolve the trust prior to
the expected termination of the trust. As a result, trust unitholders may not recover their investment.
The trustee must sell the net profits interest if the holders of a majority of the trust units approve the sale or vote to dissolve the trust.
The trustee must also sell the net profits interest if the annual cash proceeds from the underlying properties attributable to the net profits interest are less than $1.0 million for each of
any two consecutive years. The sale of the net profits interest will result in the dissolution of the trust. The net proceeds of any such sale will be distributed to the trust unitholders.
The disposal by the two members of MV Partners of their remaining trust units may reduce the market price of
the trust units.
As of the date of this Form 10-K, the two members of MV Partners, MV Energy and VAP-I, LLC ("VAP-I"), owned 25% of the outstanding
trust units. The two members of MV Partners may use some or all of the remaining trust units they own for a number of corporate purposes, including:
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selling them for cash; and
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exchanging them for interests in oil and natural gas properties or securities of oil and natural gas companies.
If
they sell additional trust units or exchange trust units in connection with acquisitions, then additional trust units will be available for sale in the market. The sale of additional
trust units may reduce the market price of the trust units. MV Partners and the trust have entered into a registration rights agreement pursuant to which the trust has agreed to file a
registration statement or a shelf registration statement to register the resale of the remaining trust units held by MV Partners and any transferee of the trust units upon request by such holders. See
"Item 13. Certain Relationships and Related Transactions, and Director IndependenceRegistration Rights."
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The market price for the trust units may not reflect the value of the net profits interest held by the trust.
The trading price for publicly traded securities similar to the trust units tends to be tied to recent and expected levels of cash
distributions. The amounts available for distribution by the trust will vary in response to numerous factors outside the control of the trust, including prevailing prices for sales of oil, natural gas
and natural gas liquid production from the underlying properties. Consequently, the market price for the trust units may not necessarily be indicative of the value that the trust would realize if it
sold the net profits interest to a third-party buyer. In addition, such market price may not necessarily reflect the fact that since the assets of the trust are depleting assets, a portion of each
cash distribution paid on the trust units should be considered by investors as a return of capital, with the remainder being considered as a return on investment. As a result, distributions made to a
trust unitholder over the life of these depleting assets may not equal or exceed the purchase price paid by the trust unitholder.
Conflicts of interest could arise between MV Partners and the trust unitholders.
The interests of MV Partners and the interests of the trust and the trust unitholders with respect to the underlying properties could at times
differ. As a working interest owner in the underlying properties, MV Partners could have interests that conflict with the interests of the trust and the trust unitholders. For
example:
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MV Partners' interests may conflict with those of the trust and the trust unitholders in situations involving the development, maintenance,
operation or abandonment of the underlying properties. MV Partners may make decisions with respect to development expenditures that adversely affect the underlying properties. These decisions include
reducing development expenditures on these properties, which could cause oil and natural gas production to decline at a faster rate and thereby result in lower cash distributions by the trust in the
future, or increasing development expenditures on the underlying properties during the final years of the term of the trust, which expenditures will benefit the unitholders only to the extent that
they reduce the natural decline in oil and natural gas production during the term of the trust by an amount that more than offsets the cost of these development expenditures.
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MV Partners may sell some or all of the underlying properties and such sale may not be in the best interests of the trust unitholders. In the
event MV Partners sells all or any portion of the underlying properties, the purchaser of such underlying properties will acquire such underlying properties subject to the net profits interest
relating thereto and, in connection therewith, such purchaser will be subject to the same standards of conduct with respect to development, operation and abandonment of such underlying properties as
are imposed on MV Partners. MV Partners also has the right, subject to significant limitations as described herein, to cause the trust to release all or a portion of the net profits interest in
connection with a sale of a portion of the underlying properties to which such net profits interest relates. In such an event, the trust is entitled to receive its proportionate share of the proceeds
from the sale attributable to the net profits interest released. See "BusinessDescription of the Underlying PropertiesSale and Abandonment of Underlying Properties."
In
addition, affiliates of MV Partners may engage in activities whereby such affiliates could have interests that conflict with the interests of MV Partners, which could, depending on the
circumstances, negatively impact MV Partners' business.
In
making decisions with respect to the development, operation, abandonment or sale of the underlying properties, MV Partners and any successor operator will be required under the
applicable conveyance
to act as a reasonably prudent operator in the State of Kansas under the same or similar circumstances would act if it were acting with respect to its own properties, disregarding the existence
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of
the net profits interest. Except for specified matters that require approval of the trust unitholders, the documents governing the trust do not provide a mechanism for resolving these conflicting
interests.
The trust is managed by a trustee who cannot be replaced except by a majority vote of the trust unitholders
at a special meeting, which may make it difficult for trust unitholders to remove or replace the trustee.
The business and affairs of the trust are managed by the trustee. The voting rights of a trust unitholder are more limited than those of
stockholders of most public corporations. For example, there is no requirement for annual meetings of trust unitholders or for an annual or other periodic re-election of the trustee. The trust
agreement provides that the trustee may only be removed and replaced by the holders of a majority of the outstanding trust units at a special meeting of trust unitholders called by either the trustee
or the holders of not less than 10% of the outstanding trust units. MV Energy and VAP-I collectively own 25% of the outstanding trust units. As a result, it will be difficult to remove or replace the
trustee, particularly without the approval of the members of MV Partners.
Trust unitholders have limited ability to enforce provisions of the net profits interest.
The trust agreement permits the trustee to sue MV Partners or any other future owner of the underlying properties on behalf of the trust to
enforce the terms of the conveyance creating the net profits interest. If the trustee does not take appropriate action to enforce provisions of the conveyance, recourse of the trust unitholders would
be limited to bringing a lawsuit against the trustee to compel the trustee to take specified actions. The trust agreement expressly limits the trust unitholders' ability to directly sue MV Partners or
any other third party other than the trustee. As a result, the unitholders will not be able to sue MV Partners or any future owner of the underlying properties to enforce these rights.
Courts outside of Delaware may not recognize the limited liability of the trust unitholders provided under
Delaware law.
Under the Delaware Statutory Trust Act, trust unitholders are entitled to the same limitation of personal liability extended to stockholders of
private corporations under the General Corporation Law of the State of Delaware. Courts in jurisdictions outside of Delaware, however, may not give effect to such limitation.
The operations of the underlying properties are subject to environmental laws and regulations and operational
safety matters that may result in significant costs and liabilities, which could reduce the amount of cash available for distribution to trust unitholders.
Significant costs and liabilities can be incurred as a result of environmental and safety requirements applicable to the oil and natural gas
exploration, development and production activities of the underlying properties. These costs and liabilities could arise under a wide range of federal, state and local environmental and safety laws
and regulations, including regulations and enforcement policies, which have tended to become increasingly strict over time. Failure to comply with these laws and regulations may result in the
assessment of administrative, civil and criminal penalties, imposition of cleanup and site restoration costs and liens, and to a lesser extent, issuance of injunctions to limit or cease operations. In
addition, claims for damages to persons or property may result from environmental and other impacts of the operations of the underlying properties.
Strict,
joint and several liability may be imposed under certain environmental laws, which could cause liability for the conduct of others or for the consequences of one's own actions
that were in compliance with all applicable laws at the time those actions were taken. New laws, regulations or enforcement policies could be more stringent and impose unforeseen liabilities or
significantly increase
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compliance
costs. If it were not possible to recover the resulting costs through insurance or increased revenues, this could have a material adverse effect on the cash distributions to the trust
unitholders. Please read "Item 1. BusinessDescription of the Underlying PropertiesRegulationEnvironmental Matters and Regulation" for more information.
Governmental authorities may enact climate change regulations that could increase MV Partners' costs to
operate and, therefore, adversely affect distributions to the trust unitholders.
From time to time, the U.S. Congress has considered legislation directed at reducing greenhouse gas emissions. The EPA has proposed rules to
regulate greenhouse gases and regional initiatives have formed to control greenhouse gases. Additionally, the states in which MV Partners operates may implement air pollution control regulations that
are more stringent than existing and proposed federal regulations, in particular the regulation of emissions of greenhouse gases. The adoption of laws and regulations to implement controls of
greenhouse gases, including the imposition of fees or taxes, could adversely affect MV Partners' operations and, therefore, distributions to the trust unitholders.
Regulation of greenhouse gases and climate change could adversely affect trust
distributions.
Some
scientific studies have suggested that emissions of certain gases, commonly referred to as greenhouse gases, including carbon dioxide and methane, may be
contributing to the warming of the Earth's atmosphere and other climatic changes. In response to such studies, the issue of climate change and the effect of greenhouse gas emissions, in particular
emissions from fossil fuels, is attracting increasing attention worldwide. Legislative and regulatory measures to address concerns that emissions of greenhouse gases are contributing to climate change
are in various phases of discussions or implementation at the international, national, regional and state levels.
In
response to findings that emissions of carbon dioxide, methane and other "greenhouse gases" present an endangerment to public health and the environment, the EPA has issued
regulations to restrict emissions of greenhouse gases under existing provisions of the Clean Air Act. These regulations include limits on tailpipe emissions from motor vehicles and pre-construction
and operating permit requirements for certain large stationary sources. The EPA also has adopted rules requiring the reporting of greenhouse gas emissions from specified large greenhouse gas emission
sources in the United States, including certain onshore oil and natural gas production facilities, on an annual basis. In addition, in 2016 the EPA adopted federal New Source Performance Standards for
new, modified, or reconstructed oil and gas facilities that require control of the greenhouse gas methane from affected facilities, including requirements to find and repair fugitive leaks of methane
emissions at well sites, referred to as the "Methane Rule." However, following the November 2016 presidential election and change in administrations, the EPA convened a reconsideration proceeding that
culminated in a 2019 rule proposal that would eliminate the obligation to control methane emissions under the NSPS, while maintaining the rule's substantive emissions control requirements because they
serve to control emissions of other, non-methane pollutants. While the ultimate fate of the Methane Rule is unclear, it may require MV Partners to incur development expenses to install and utilize
specific equipment, technologies, or work practices to control methane emissions from its operations.
Existing
or future laws, regulations, treaties or international agreements related to greenhouse gases and climate change, including incentives to conserve energy or use alternative
energy sources, could have a negative impact on the operations of the underlying properties and the trust if such laws, regulations, treaties or international agreements reduce the worldwide demand
for oil and natural gas or otherwise result in reduced economic activity generally. In addition, such laws, regulations, treaties or international agreements could result in increased compliance costs
or additional operating restrictions, which may have a negative impact on the operations of the underlying properties and the trust. In addition to potential impacts on the operations of the
underlying properties and the trust directly or indirectly resulting from climate-change legislation or regulations, the operations of the
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underlying
properties and the trust also could be negatively affected by climate-change related physical changes or changes in weather patterns.
The operations of the underlying properties are subject to complex federal, state, local and other laws and
regulations that could adversely affect the cash distributions to the trust unitholders.
The exploration, development and production operations of the underlying properties are subject to complex and stringent laws and regulations.
In order to conduct its operations in compliance with these laws and regulations, MV Partners must obtain and maintain numerous permits, approvals and certificates from various federal, state and
local governmental authorities. MV Partners may incur substantial costs and experience delays in order to maintain compliance with these existing laws and regulations, and the net profits interest
will bear its share of these costs. In addition, the costs of compliance may increase or the operations of the underlying properties may be otherwise adversely affected if existing laws and
regulations are revised or reinterpreted, or if new laws and regulations become applicable to such operations. Such costs could have a material adverse effect on the cash distributions to the trust
unitholders.
Laws
and regulations governing exploration and production may also affect production levels. MV Partners is required to comply with federal and state laws and regulations governing
conservation matters, including: provisions related to the unitization or pooling of oil and natural gas properties; the establishment of maximum rates of production from wells; the spacing of wells;
the plugging and abandonment of wells; and the removal of related production equipment. These and other laws and regulations can limit the amount of oil and natural gas MV Partners can produce from
its wells, limit the number of wells it can drill, or limit the locations at which it can conduct drilling operations, which in turn could negatively impact trust distributions, estimated and actual
future net revenues to the trust and estimates of reserves attributable to the trust's interests.
New
laws or regulations, or changes to existing laws or regulations, may unfavorably impact MV Partners, could result in increased operating costs or have a material adverse effect on MV
Partners' financial condition and results of operations and reduce the amount of cash received by the trust. For example, Congress is currently considering legislation that, if adopted in its proposed
form, would subject companies involved in oil and natural gas exploration and production activities to, among other items, additional regulation of and restrictions on hydraulic fracturing of wells,
the elimination of certain U.S. federal tax incentives and deductions available to oil and natural gas exploration and production activities, and the prohibition or additional regulation of private
energy commodity derivative and hedging activities. These and other potential regulations could increase the operating costs of the underlying properties, reduce MV Partners' liquidity, delay MV
Partners' operations or otherwise alter the way MV Partners conducts its business, any of which could have a material adverse effect on the net profits interest and the trust's cash flows.
The trust has not requested a ruling from the IRS regarding the tax treatment of ownership of the trust units
or the tax treatment of the net profits interest. If the IRS were to determine (and be sustained in that determination) that the trust is not a grantor trust for federal income tax purposes, or that
the net profits interest is not a debt instrument for federal income tax purposes, the trust unitholders may receive different and less advantageous tax treatment than that described in this
Form 10-K.
Tax counsel to MV Partners advised the trust at the time of formation that, for federal income tax purposes, in its opinion MV Partners will be
treated as a grantor trust and not as an unincorporated business entity. Tax counsel to MV Partners also advised the trust at the time of formation that, for federal income tax purposes, based upon
representations made by MV Partners regarding the expected economic life of the underlying properties and the expected duration of the net profits interest, in its opinion the net profits interest
should be treated as a "production payment" under Section 636 of the Code or otherwise as a debt instrument.
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If
the net profits interest were not treated as a debt instrument, or if the trust were not treated as a grantor trust, for federal income tax purposes, the tax treatment of tax items in
respect of an investment in trust units may be affected. The effects of this different tax treatment may be less advantageous to trust unitholders.
Neither
MV Partners nor the trustee has requested a ruling from the IRS regarding these tax questions, and neither MV Partners nor the trust can assure the trust unitholders that such a
ruling would be granted if requested or that the IRS will not challenge these positions on audit. See "Item 1.
BusinessFederal Income Tax Matters" for more information about the various matters described under this risk factor.
The trust's net profits interest may be characterized as an executory contract in bankruptcy, which could be
rejected in bankruptcy, thus relieving MV Partners from its obligations to make payments to the trust with respect to the net profits interest.
MV Partners has recorded the conveyance of the net profits interest in Kansas in the real property records in each Kansas county where the
properties are located. MV Partners has informed the trustee that MV Partners believes that the delivery and recording of the conveyance constitute fully conveyed and vested property interests in the
trust under Kansas law. If in a bankruptcy proceeding in which MV Partners becomes involved as a debtor a determination were made that the conveyance constitutes an executory contract and the net
profits interest is not a fully conveyed property interest under the laws of Kansas, and if such contract were not to be assumed in a bankruptcy proceeding involving MV Partners, the trust would be
treated as an unsecured creditor of MV Partners with respect to such net profits interest in the pending bankruptcy proceeding.
Oil
and gas leases are real property interests under Colorado law. The net profits interest is a non-operating, non-possessory interest carved out of the oil and gas leasehold estate. MV
Partners has informed the trustee that MV Partners believes that it is possible that the net profits interest for the underlying properties located in Colorado may not be treated as a real property
interest under the laws of Colorado. MV Partners has recorded the conveyance of the net profits interest in the real property records of Colorado in accordance with local recording acts. MV Partners
has informed the trustee that MV Partners believes that, if, during the term of the trust, MV Partners becomes involved as a debtor in a bankruptcy proceeding, the net profits interest relating to the
underlying properties located in Colorado should be treated as a fully conveyed personal property interest under the laws of Colorado. In such a proceeding, however, a determination could be made that
the conveyance constitutes an executory contract and the net profits interest is not a fully conveyed personal property interest under the laws of Colorado, and if such contract were not to be assumed
in a bankruptcy proceeding involving MV Partners, the trust would be treated as an unsecured creditor of MV Partners with respect to such net profits interest in the pending bankruptcy proceeding.
If the financial position of MV Partners degrades in the future, MV Partners may not be able to satisfy its
obligations to the trust.
MV Partners is a privately held limited liability company engaged in the exploration, development, production, gathering and aggregation and
sale of oil and natural gas, primarily in the Mid-Continent region in the United States, and it is responsible for operating substantially all of the underlying properties. The operating agreement of
MV Partners provides that Vess Oil and Murfin Drilling will operate the underlying properties on behalf of MV Partners for which
MV Partners is designated as the operator. The conveyance provides that MV Partners is obligated to market, or cause to be marketed, the production related to the underlying properties.
The
ability of MV Partners to perform its obligations related to the operation of the underlying properties will depend on MV Partners' future financial condition and economic
performance, which in
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turn
will depend upon the supply and demand for oil and natural gas, prevailing economic conditions, collections of payments due from third parties, and upon financial, business and other factors,
many of which are beyond the control of MV Partners.
Cyber-attacks or other failures in telecommunications or information technology systems could result in
information theft, data corruption and significant disruption of MV Partners' business operations.
MV Partners relies on information technology ("IT") systems and networks in connection with its business activities, including exploration,
development and production activities. MV Partners relies on digital technology, including information systems and related infrastructure, as well as cloud applications and services, to, among other
things, estimate quantities of oil and natural gas reserves, analyze seismic and drilling information, process and record financial and operating data and communicate with employees and third parties.
As dependence on digital technologies has increased, cyber incidents, including deliberate attacks and attempts to gain unauthorized access to computer systems and networks, have increased in
frequency and sophistication. These threats pose a risk to the security of MV Partners' systems and networks, the confidentiality, availability and integrity of its data and the physical security of
its employees and assets. MV Partners has experienced, and expects to continue to experience, attempts from hackers and other third parties to gain unauthorized access to its IT systems and networks.
Although prior cyber-attacks have not had a material adverse effect on MV Partners' operations or financial performance, MV Partners may not be successful in preventing cyber-attacks or mitigating
their effect. Any cyber-attack could have a material adverse effect on MV Partners' reputation, competitive position, business, financial condition and results of operations, and could have a material
adverse effect on the trust. Cyber-attacks or security breaches also could result in litigation or regulatory action, as well as significant additional expense to MV Partners to implement further data
protection measures.
In
addition to the risks presented to MV Partners' systems and networks, cyber-attacks affecting oil and natural gas distribution systems maintained by third parties, or the networks and
infrastructure on which they rely, could delay or prevent delivery to markets. A cyber-attack of this nature would be outside MV Partners' ability to control but could have a material adverse effect
on MV Partners'
business, financial condition and results of operations, and could have a material adverse effect on the trust.
Cyber-attacks or other failures in telecommunications or IT systems could result in information theft, data
corruption and significant disruption of the Trustee's operations.
The trustee depends heavily upon IT systems and networks in connection with its business activities. Despite a variety of security measures
implemented by the trustee, events such as the loss or theft of back-up tapes or other data storage media could occur, and the trustee's computer systems could be subject to physical and electronic
break-ins, cyber-attacks and similar disruptions from unauthorized tampering, including threats that may come from external factors, such as governments, organized crime, hackers and third parties to
whom certain functions are outsourced, or may originate internally from within the respective companies.
If
a cyber-attack were to occur, it could potentially jeopardize the confidential, proprietary and other information processed and stored in, and transmitted through, the trustee's
computer systems and networks, or otherwise cause interruptions or malfunctions in the operations of the trust, which could result in litigation, increased costs and regulatory penalties. Although
steps are taken to prevent and detect such attacks, it is possible that a cyber incident will not be discovered for some time after it occurs, which could increase exposure to these consequences.
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