Quarterly Report (10-q)

Date : 05/15/2019 @ 5:09PM
Source : Edgar (US Regulatory)
Stock : Marine Petroleum Trust (MARPS)
Quote : 2.1095  -0.0055 (-0.26%) @ 9:01PM

Quarterly Report (10-q)

Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-Q

 

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                      .

Commission file number 000-08565

 

 

Marine Petroleum Trust

(Exact name of registrant as specified in its charter)

 

 

 

Texas   75-6008017
(State or other jurisdiction   (I.R.S. Employer
of incorporation or organization)   Identification No.)

c/o The Corporate Trustee:

Simmons Bank

2911 Turtle Creek Blvd.

Dallas, Texas 75219

(Address of principal executive offices)

(Zip Code)

(855) 588-7839

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☐    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging Growth Company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Units of Beneficial Interest   MARPS   NASDAQ Capital Market

Indicate the number of units of beneficial interest outstanding as of the latest practicable date:

As of May 1, 2019, Marine Petroleum Trust had 2,000,000 units of beneficial interest outstanding.

 

 

 


Table of Contents

MARINE PETROLEUM TRUST

INDEX

 

         Page
Number
 
PART I. FINANCIAL INFORMATION

 

Item 1.

  Financial Statements      1  
  Condensed Consolidated Statements of Assets, Liabilities and Trust Corpus as of March 31, 2019 (Unaudited) and June 30, 2018      1  
  Condensed Consolidated Statements of Distributable Income for the Three and Nine Months Ended March 31, 2019 and 2018 (Unaudited)      2  
  Condensed Consolidated Statements of Changes in Trust Corpus for the Three and Nine Months Ended March 31, 2019 and 2018 (Unaudited)      3  
  Notes to Condensed Consolidated Financial Statements      4  

Item 2.

  Trustee’s Discussion and Analysis of Financial Condition and Results of Operations      5  

Item 3.

  Quantitative and Qualitative Disclosures About Market Risk      11  

Item 4.

  Controls and Procedures      11  
PART II. OTHER INFORMATION

 

Item 1A.

  Risk Factors      12  

Item 6.

  Exhibits      12  

 


Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MARINE PETROLEUM TRUST AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS

As of March 31, 2019 and June 30, 2018

ASSETS

 

     March 31,
2019
     June 30,
2018
 
     (Unaudited)         

Current assets:

     

Cash and cash equivalents

   $ 924,246      $ 984,216  

Federal income tax refundable

     2,800        2,800  

Producing oil and natural gas properties

     7        7  
  

 

 

    

 

 

 

Total assets

   $ 927,053      $ 987,023  
  

 

 

    

 

 

 
LIABILITIES AND TRUST CORPUS

 

Current liabilities:

     

Federal income tax payable

   $ —        $ —    
  

 

 

    

 

 

 

Total current liabilities

   $ —        $ —    
  

 

 

    

 

 

 

Trust corpus – 2,000,000 units of beneficial interest authorized, 2,000,000 units issued at nominal value

   $ 927,053      $ 987,023  
  

 

 

    

 

 

 
   $ 927,053      $ 987,023  
  

 

 

    

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

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MARINE PETROLEUM TRUST AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF DISTRIBUTABLE INCOME

For the Three and Nine Months Ended March 31, 2019 and 2018

(Unaudited)

 

     Three Months Ended
March 31,
     Nine Months Ended
March 31,
 
     2019      2018      2019      2018  

Income:

           

Oil and natural gas royalties

   $ 175,280      $ 237,317      $ 646,010      $ 618,179  

Oil and natural gas royalties from affiliate

     —          —          —          —    

Interest and dividend income

     5,837        2,542        15,644        5,776  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total income

     181,117        239,859        661,654        623,955  

Expenses:

           

General and administrative

     73,694        54,606        189,773        158,708  
  

 

 

    

 

 

    

 

 

    

 

 

 

Distributable income before federal income taxes

     107,421        185,253        471,881        465,247  

Federal income taxes of subsidiary

     —          —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Distributable income

   $ 107,421      $ 185,253      $ 471,881      $ 465,247  
  

 

 

    

 

 

    

 

 

    

 

 

 

Distributable income per unit

   $ 0.05      $ 0.09      $ 0.24      $ 0.23  
  

 

 

    

 

 

    

 

 

    

 

 

 

Distributions per unit

   $ 0.08      $ 0.07      $ 0.27      $ 0.25  
  

 

 

    

 

 

    

 

 

    

 

 

 

Units outstanding

     2,000,000        2,000,000        2,000,000        2,000,000  
  

 

 

    

 

 

    

 

 

    

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

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MARINE PETROLEUM TRUST AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN TRUST CORPUS

For the Three and Nine Months Ended March 31, 2019 and 2018

(Unaudited)

 

     Nine Months Ended
March 31,
 
     2019     2018  

Trust corpus, beginning of period

   $ 987,023     $ 1,019,488  

Distributable income

     471,881       465,247  

Distributions to unitholders

     (531,851     (508,626
  

 

 

   

 

 

 

Trust corpus, end of period

   $ 927,053     $ 976,109  
  

 

 

   

 

 

 

Distributions declared (per unit)

   $ 0.27     $ 0.25  
  

 

 

   

 

 

 

 

     Three Months Ended
March 31,
 
     2019     2018  

Trust corpus, beginning of period

   $ 979,392     $ 940,438  

Distributable income

     107,421       185,253  

Distributions to unitholders

     (159,760     (149,582
  

 

 

   

 

 

 

Trust corpus, end of period

   $ 927,053     $ 976,109  
  

 

 

   

 

 

 

Distributions declared (per unit)

   $ 0.08     $ 0.07  
  

 

 

   

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

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MARINE PETROLEUM TRUST AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

Note 1. Accounting Policies

The financial statements herein include the financial statements of Marine Petroleum Trust (the “Trust”) and its wholly owned subsidiary, Marine Petroleum Corporation (“MPC,” and collectively with the Trust, “Marine”). The financial statements are condensed and consolidated and should be read in conjunction with Marine’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018. The financial statements included herein are unaudited, but in the opinion of Simmons Bank (the “Trustee”), the Trustee of the Trust, they include all adjustments necessary for a fair presentation of the results of operations for the periods presented. Operating results for the interim periods reported herein are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2019.

Note 2. Basis of Accounting

The financial statements of Marine are prepared on the modified cash basis method and are not intended to present Marine’s financial position and results of operations in conformity with generally accepted accounting principles in the United States (“GAAP”). Under the modified cash basis method the financial statements of Marine differ from financial statements prepared in conformity with GAAP because of the following:

 

   

Royalty income is recognized in the month when received by Marine rather than in the month of production.

 

   

Marine’s expenses (including accounting, legal, other professional fees, trustees’ fees and out-of-pocket expenses) are recorded on an actual paid basis in the month paid rather than in the month incurred. Reserves for liabilities that are contingent or uncertain in amount may also be established if considered necessary, which would not be recorded under GAAP.

 

   

At the time the Trust was established, no determinable market value was available for the assets transferred to the Trust; consequently, nominal values were assigned. Accordingly, no allowance for depletion has been included. All income from oil and natural gas royalties relate to proved developed oil and natural gas reserves.

The modified cash basis method of accounting corresponds to the accounting principles permitted for royalty trusts by the U.S. Securities and Exchange Commission (the “SEC”), as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts . Because the Trust’s financial statements are prepared on the modified cash basis, as described above, most accounting pronouncements are not applicable to or do not have a significant impact on the Trust’s financial statements, which includes the provision of the new revenue recognition standard in Accounting Standards Update 2014-09.

Note 3. Distributable Income

The Trust’s Indenture (the “Indenture”) provides that the Trustee is to distribute all cash in the Trust, less an amount reserved for payment of accrued liabilities and estimated future expenses, to unitholders of record on the 28 th day of March, June, September and December of each year. If the 28 th day falls on a Saturday, Sunday or legal holiday, the payments are to be made on the immediately succeeding business day. Total estimated reserve for future expenses deducted from calculated distributable income for the three months ended March 31, 2019 was $81,500.

As stated under “Note 1. Accounting Policies” above, the financial statements in this Quarterly Report on Form 10-Q are the condensed and consolidated financial statements of the Trust and MPC. However, distributable income is paid from the account balances of the Trust. Distributable income is comprised of (i) royalties from offshore Texas leases owned directly by the Trust, (ii) 98% of the royalties received from offshore Louisiana leases owned by MPC, which are retained by and delivered to the Trust on a quarterly basis, (iii) cash distributions from the Trust’s interest in Tidelands Royalty Trust “B” (“Tidelands”), a separate royalty trust, (iv) dividends paid by MPC, less (v) administrative expenses incurred by the Trust. Distributions fluctuate from quarter to quarter primarily due to changes in oil and natural gas prices and production quantities and expenses incurred.

 

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Note 4. Investment in Affiliate — Tidelands Royalty Trust “B”

At March 31, 2019 and 2018, the Trust owned 32.6% of the outstanding units of beneficial interest in Tidelands.

The following summary financial statements have been derived from the unaudited condensed consolidated financial statements of Tidelands:

TIDELANDS CONDENSED CONSOLIDATED STATEMENTS OF DISTRIBUTABLE INCOME

 

     Nine Months
Ended
March 31,
2019
     Nine Months
Ended
March 31,
2018
 

Income

   $ 40,468      $ 104,809  
  

 

 

    

 

 

 

Expenses

     106,438        78,635  
  

 

 

    

 

 

 

Distributable income before Federal income taxes

     (65,970      25,173  

Federal income taxes of Tidelands’ subsidiary

     0        —    
  

 

 

    

 

 

 

Distributable income (loss)

   $ (65,970    $ 25,173  

Tidelands was a reporting company under the Securities Exchange Act of 1934, as amended. On March 8, 2019, Tidelands terminated the registration of its units under Section 12(g) of the Exchange Act, and suspended its reporting obligations under Section 13(a) of the Exchange Act. As of that date, Tidelands’ obligations to file certain reports with the SEC, including annual, quarterly and current reports on Form 10-K, Form 10-Q and Form 8-K, respectively, were automatically and immediately suspended.

Item 2. Trustee’s Discussion and Analysis of Financial Condition and Results of Operations

Organization

Marine Petroleum Trust (the “Trust”) is a royalty trust that was created in 1956 under the laws of the State of Texas. Effective February 20, 2018, Simmons Bank became corporate trustee of the Trust (the “Trustee”) as a result of a merger between Simmons Bank and Southwest Bank, the former corporate Trustee of the Trust. The Trust’s Indenture (the “Indenture”) provides that the term of the Trust will expire on June 1, 2021, unless extended by the vote of the holders of a majority of the outstanding units of beneficial interest. The Trust is not permitted to engage in any business activity because it was organized for the sole purpose of providing an efficient, orderly and practical means for the administration and liquidation of rights to payments from certain oil and natural gas leases in the Gulf of Mexico, pursuant to license agreements and amendments between the Trust’s predecessors and Gulf Oil Corporation (“Gulf”). As a result of various transactions that have occurred since 1956, these interests now are held by Chevron Corporation (“Chevron”) and its assignees, including Arena Energy, LP (collectively with Chevron and its assignees, the “Interest Owners”). The Trust holds title to interests in properties that are situated offshore of Texas.

The Trust’s wholly owned subsidiary, Marine Petroleum Corporation (“MPC,” and collectively with the Trust, “Marine”), holds title to interests in properties that are situated offshore of Louisiana because at the time the Trust was created, trusts could not hold these interests under Louisiana law. MPC is prohibited from engaging in a trade or business and only takes those actions that are necessary for the administration and liquidation of its properties.

 

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Marine’s rights are generally referred to as overriding royalty interests in the oil and natural gas industry. An overriding royalty interest is created by an assignment by the owner of a working interest in an oil or natural gas lease. The royalty rights associated with an overriding royalty interest terminate when the underlying lease terminates. All production and marketing functions are conducted by the working interest owners of the leases. Income from overriding royalties is paid to Marine either (i) on the basis of the selling price of oil, natural gas and other minerals produced, saved or sold, or (ii) at the value at the wellhead as determined by industry standards, when the selling price does not reflect the value at the wellhead.

The Trustee assumes that some units of beneficial interest are held by middlemen, as such term is broadly defined in U.S. Treasury Regulations (and includes custodians, nominees, certain joint owners and brokers holding an interest for a customer in street name). Therefore, the Trustee considers the Trust to be a widely held fixed investment trust (“WHFIT”) for U.S. federal income tax purposes. Accordingly, the Trust will provide tax information in accordance with applicable U.S. Treasury Regulations governing the information reporting requirements of the Trust as a WHFIT. The Trustee will provide the required information and the contact information for the Trustee is below:

Simmons Bank

2911 Turtle Creek Blvd., Suite 850

Dallas, Texas 75219

Telephone number: (855) 588-7839

Each unitholder should consult its own tax advisor for compliance with U.S. federal income tax laws and regulations.

Liquidity and Capital Resources

As stated in the Indenture, there is no requirement for capital due to the limited purpose of the Trust. The Trust’s only obligation is to distribute the distributable income that is actually collected to unitholders. As an administrator of oil and natural gas royalty interests, the Trust collects royalties monthly, pays administrative expenses and disburses all net royalties that are collected to its unitholders each quarter, subject to the availability of distributable income on the distribution date after the payment of expenses.

The Indenture (and MPC’s charter and by-laws) expressly prohibits the operation of any kind of trade or business. The Trust’s oil and natural gas properties are depleting assets that are not being replaced due to the prohibition against investments. These restrictions, along with other factors, allow the Trust to be treated as a grantor trust. As a grantor trust, all income and deductions for state and U.S. federal income tax purposes generally flow through to each individual unitholder. The State of Texas imposes a franchise tax, but the Trust does not believe that it is subject to the franchise tax because at least 90% of its income is from passive sources. Please see Marine’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018 for further information. MPC is a taxable entity that pays state and U.S. federal income taxes and state franchise taxes. However, MPC’s income specifically excludes 98% of the oil and natural gas royalties collected by MPC, which are retained by and delivered to the Trust because of the Trust’s net profits interest.

The Leases

Marine relies on public records for information regarding drilling and workover operations. The public records available up to the date of this report indicate that there were no new well completions made during the three months ended March 31, 2019 on leases in which Marine has an interest. As of May 1, 2019, public records also indicated that there were no wells in the process of being drilled or recompleted on other leases in which Marine has an interest.

Marine holds an overriding royalty interest that is equal to three-fourths of one percent of the working interest and is calculated on the value at the well of any oil, natural gas or other minerals produced and sold from 55 leases covering 199,868 gross acres located in the Gulf of Mexico. Marine’s overriding royalty interest applies only to

 

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existing leases and does not apply to any new leases that the Interest Owners may acquire. The Trust also owns a 32.6% interest in Tidelands Royalty Trust “B” (“Tidelands”). Tidelands has an overriding royalty interest in four oil and natural gas leases covering 17,188 gross acres in the Gulf of Mexico. As a result of this ownership, the Trust has the right to receive periodic distributions from Tidelands to the extent Tidelands makes distributions to its unit holders.

Critical Accounting Policies and Estimates

In accordance with the Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts , Marine uses the modified cash basis method of accounting. Under this accounting method, royalty income is recorded when received, and distributions to unitholders are recorded when declared by the Trustee of the Trust. Expenses of Marine (including accounting, legal, other professional fees, trustees’ fees and out-of-pocket expenses) are recorded on an actual paid basis. Marine also reports distributable income instead of net income under the modified cash basis method of accounting. Cash reserves are permitted to be established by the Trustee for certain contingencies that would not be recorded under generally accepted accounting principles in the United States.

Marine did not have any changes in its critical accounting policies or estimates during the three months ended March 31, 2019. Please see Marine’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018 for a detailed discussion of its critical accounting policies.

New Accounting Pronouncements

Since the Trust financial statements are prepared on a modified-cash basis, most accounting pronouncements are not applicable to the Trust. No new accounting pronouncements have been adopted or issued that would have a significant impact on Marine’s financial statements.

Revenue Recognition – In May 2014, the FASB issued updated guidance for recognizing revenue from contracts with customers. This update amends the existing accounting standards for revenue recognition and is based on the principle that revenue should be recognized to depict the transfer of goods and services to a customer at an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The Trust has adopted this standards update, as required, beginning with the first quarter of fiscal year 2019. The adoption of this standard has not had a significant impact on its financial statements due to the modified cash basis of reporting used by the Trust.

General

Marine’s royalty income is derived from the oil and natural gas production activities of third parties. Marine’s royalty income fluctuates from period to period based upon factors beyond Marine’s control, including, without limitation, the number of productive wells drilled and maintained on leases that are subject to Marine’s interest, the level of production over time from such wells and the prices at which the oil and natural gas from such wells are sold.

Important aspects of Marine’s operations are conducted by third parties. Marine’s royalty income is dependent on the operations of the working interest owners of the leases on which Marine has an overriding royalty interest. The oil and natural gas companies that lease tracts subject to Marine’s interests are responsible for the production and sale of oil and natural gas and the calculation of royalty payments to Marine. The only obligation of the working interest owners to Marine is to make monthly overriding royalty payments that reflect Marine’s interest in the oil and natural gas sold. Marine’s distributions are processed and paid by its transfer agent, American Stock Transfer & Trust Company, LLC.

The volume of oil and natural gas produced and the selling prices of such oil and natural gas are the primary factors in calculating overriding royalty payments. Production is affected by the natural production decline of the producing wells, the number of new wells drilled and the number of existing wells that are re-worked and placed back in production on the leases. Production from existing wells is anticipated to decrease in the future due to normal well depletion. The operators do not provide Marine with information regarding future drilling or re-working operations that could impact the oil and natural gas production from the leases for which Marine has an overriding royalty interest.

 

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Summary of Operating Results

During each of the nine months ended March 31, 2019 and 2018, excluding the Trust’s interest in Tidelands, the Trust realized approximately 92% of its royalty income from the sale of oil and approximately 8% of its royalty income from the sale of natural gas. Royalty income includes royalties from oil and natural gas received from producers.

Distributable income per unit for each of the nine months ended March 31, 2019 and 2018 was $0.24 and $0.23, respectively. Distributions per unit amounted to $0.27 per unit for the nine months ended March 31, 2019, an increase from distributions of $0.25 per unit for the comparable period in 2018. During the nine months ended March 31, 2019, the difference between distributable income per unit and distributions per unit resulted from timing differences between the closing of the financial statements and the determination date of the distribution amount to unitholders.

For the nine months ended March 31, 2019, excluding the Trust’s interest in Tidelands, oil production decreased to 8,871 barrels (bbls) from 11,385 bbls and natural gas production decreased to 14,024 thousand cubic feet (mcf) from 15,748 mcf as compared to the comparable period in 2018. For the nine months ended March 31, 2019, excluding the Trust’s interest in Tidelands, the average price realized for oil increased to $66.65 per bbl as compared to the price of $47.73 realized for the comparable period in 2018 and the average price realized for natural gas (net of expenses) increased to $3.88 per mcf as compared to the average price of $3.04 realized for the comparable period in 2018.

The following table presents the net production quantities of oil and natural gas and distributable income and distributions per unit for the last six quarters.

 

     Net Production
Quantities (1)
               

Quarter Ended

   Oil (bbls)      Natural
Gas (mcf)
     Distributable
Income Per Unit
     Distributions
Per Unit
 

December 31, 2017

     3,451        4,486      $ 0.05      $ 0.05  

March 31, 2018

     3,873        5,696      $ 0.09      $ 0.07  

June 30, 2018

     3,752        4,916      $ 0.10      $ 0.09  

September 30, 2018

     3,343        4,193      $ 0.11      $ 0.09  

December 31, 2018

     2,976        5,681      $ 0.07      $ 0.10  

March 31, 2019

     2,553        4,151      $ 0.05      $ 0.08  

 

  (1)

Excludes the Trust’s interest in Tidelands.

Results of Operations—Three Months Ended March 31, 2019 Compared to the Three Months Ended March 31, 2018

Income from oil and natural gas royalties, excluding the Trust’s interest in Tidelands, decreased to $175,280 during the three months ended March 31, 2019 from $237,317 realized for the comparable period in 2018. Royalties decreased for the three months ended March 31, 2019 as compared to the comparable period in 2018 primarily due to a decrease in the production of oil and natural gas, offset in part by an increase in the price of oil and natural gas.

Distributable income decreased to $107,421 for the three months ended March 31, 2019 from $185,253 realized for the comparable period in 2018.

 

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Income from oil royalties, excluding the Trust’s interest in Tidelands, for the three months ended March 31, 2019 decreased to $155,109 from $201,241 realized for the comparable period in 2018 primarily due to a decrease in the production of oil, offset in part by an increase in the price of oil. The volume of oil sold in the three months ended March 31, 2019 decreased to 2,553 bbls from 3,873 bbls realized for the comparable period in 2018, and the average price realized for oil increased to $60.76 per bbl for the three months ended March 31, 2019 from $51.96 per bbl realized for the comparable period in 2018.

Income from natural gas royalties (net of expenses), excluding the Trust’s interest in Tidelands, for the three months ended March 31, 2019 decreased to $20,171 from $36,076 for the comparable period in 2018 primarily due to a decrease in the production of natural gas, offset in part by an increase in the price of natural gas. The volume of natural gas sold in the three months ended March 31, 2019 decreased to 4,151 mcf from 5,696 mcf realized for the comparable period in 2018, and the average price realized for natural gas (net of expenses) increased to $4.86 per mcf for the three months ended March 31, 2019 from $3.80 per mcf realized for the comparable period in 2018.

We did not receive any income from distributions from Tidelands in each of the three months ended March 31, 2019 and 2018. We understand that Tidelands does not currently have sufficient production in economic quantities to generate any revenue to be distributed to its unit holders. Accordingly, we do not expect to receive any income from distributions from Tidelands in future quarters.

The following table presents the quantities of oil and natural gas sold and the average price realized for the three months ended March 31, 2019, and those realized for the comparable period in 2018, excluding the Trust’s interest in Tidelands.

 

     Three Months Ended
March 31,
 
     2019      2018  
     (unaudited)  

Oil

     

Bbls sold

     2,553        3,873  

Average price

   $ 60.76      $ 51.96  

Natural gas

     

Mcf sold

     4,151        5,696  

Average price, net of expenses

   $ 4.86      $ 3.80  

General and administrative expenses increased to $73,694 for the three months ended March 31, 2019 from $54,606 for the comparable period of 2018, primarily due to an increase in professional fees and printing expenses.

Results of Operations—Nine Months Ended March 31, 2019 Compared to the Nine Months Ended March 31, 2018

Income from oil and natural gas royalties, excluding the Trust’s interest in Tidelands, increased to $646,010 during the nine months ended March 31, 2019 from $618,179 realized for the comparable period in 2018. Royalties increased for the nine months ended March 31, 2019 primarily due to an increase in the price of oil and natural gas, offset in part by a decrease in the production of oil and natural gas, as compared to the comparable period in 2018.

Distributable income increased to $471,881 for the nine months ended March 31, 2019 from $465,247 realized for the comparable period in 2018.

Income from oil royalties, excluding the Trust’s interest in Tidelands, for the nine months ended March 31, 2019 increased to $591,551 from $543,406 realized for the comparable period in 2018 primarily due to an increase in the price of oil, offset in part by a decrease in the production of oil. The volume of oil sold in the nine months ended March 31, 2019 decreased to 8,871 bbls from 11,385 bbls realized for the comparable period in 2018, and the average price realized for oil increased to $66.65 per bbl for the nine months ended March 31, 2019 from $47.73 per bbl realized for the comparable period in 2018.

 

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Income from natural gas royalties (net of expenses), excluding the Trust’s interest in Tidelands, for the nine months ended March 31, 2019 decreased to $54,424 from $74,773 for the comparable period in 2018 primarily due to a decrease in the production of natural gas, offset in part by an increase in the price of natural gas. The volume of natural gas sold in the nine months ended March 31, 2019 decreased to 14,024 mcf from 15,748 mcf realized for the comparable period in 2018, and the average price realized for natural gas (net of expenses) increased to $3.88 per mcf for the nine months ended March 31, 2019 from $3.04 per mcf realized for the comparable period in 2018.

We did not receive any income from distributions from Tidelands in each of the nine months ended March 31, 2019 and 2018. We understand that Tidelands does not currently have sufficient production in economic quantities to generate any revenue to be distributed to its unit holders. Accordingly, we do not expect to receive any income from distributions from Tidelands in future quarters.

The following table presents the quantities of oil and natural gas sold and the average price realized for the nine months ended March 31, 2019, and those realized for the comparable period in 2018, excluding the Trust’s interest in Tidelands.

 

     Nine Months Ended
March 31,
 
     2019      2018  
     (unaudited)  

Oil

     

Bbls sold

     8,871        11,385  

Average price

   $ 66.65      $ 47.73  

Natural gas

     

Mcf sold

     14,024        15,748  

Average price, net of expenses

   $ 3.88      $ 3.04  

General and administrative expenses increased to $189,773 for the nine months ended March 31, 2019 from $158,708 for the comparable period of 2018, primarily due to an increase in professional fees and printing expenses.

Forward-Looking Statements

The statements discussed in this Quarterly Report on Form 10-Q regarding Marine’s future financial performance and results, and other statements that are not historical facts, are forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Exchange Act. This report uses the words “anticipate,” “believe,” “budget,” “continue,” “estimate,” “expect,” “intend,” “may,” “plan,” or other similar words to identify forward-looking statements. You should read statements that contain these words carefully because they discuss future expectations, contain projections of Marine’s financial condition, and/or state other “forward-looking” information. Actual results may differ from expected results because of: reductions in price or demand for oil and natural gas, which might then lead to decreased production or impair Marine’s ability to make distributions; reductions in production due to the depletion of existing wells or disruptions in service, which may be caused by storm damage to production facilities, blowouts or other production accidents, or geological changes such as cratering of productive formations; changes in regulations; general economic conditions; actions and policies of petroleum-producing nations; other changes in domestic and international energy markets; the resignation of the Trustee; and the expiration, termination or release of leases subject to Marine’s interests. Additional risks are set forth in Marine’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018. Events may occur in the future that Marine is unable to accurately predict or over which it has no control. If one or more of these uncertainties materialize, or if underlying assumptions prove incorrect, actual outcomes may vary materially from those forward-looking statements included in this Quarterly Report on Form 10-Q. Except as required by applicable securities laws, Marine does not undertake any obligation to update or revise any forward-looking statements.

 

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Website

Marine makes available, free of charge, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to such reports at its website at www.marps-marine.com. Each of these reports will be posted on this website as soon as reasonably practicable after such report is electronically filed with, or furnished, to the SEC.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no material change from the information provided in Marine’s Annual Report on Form 10-K, “Item 7A: Quantitative and Qualitative Disclosures About Market Risk,” for the fiscal year ended June 30, 2018.

Item 4. Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Simmons Bank, as Trustee of the Trust, is responsible for establishing and maintaining Marine’s disclosure controls and procedures. Marine’s disclosure controls and procedures include controls and other procedures that are designed to ensure that information required to be disclosed by Marine in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by Marine in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Trustee as appropriate to allow timely decisions regarding required disclosure.

As of March 31, 2019, the Trustee carried out an evaluation of the effectiveness of the design and operation of Marine’s disclosure controls and procedures pursuant to Rules 13a-15(b) and 15d-15(b) of the Exchange Act. Based upon that evaluation, the Trustee concluded that Marine’s disclosure controls and procedures were effective as of March 31, 2019.

Changes in Internal Control Over Financial Reporting

There have not been any changes in Marine’s internal control over financial reporting during the quarter ended March 31, 2019 that have materially affected, or are reasonably likely to materially affect, Marine’s internal control over financial reporting.

 

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PART II. OTHER INFORMATION

Item 1A. Risk Factors

As of the date of this filing, there have been no material changes from the risk factors previously disclosed in the “Risk Factors” in Marine’s Annual Report filed on Form 10-K for the fiscal year ended June  30, 2018.

Item 6. Exhibits

The following exhibits are included herein:

 

  31.1

Certification of the Corporate Trustee pursuant to Section  302 of the Sarbanes-Oxley Act of 2002.

 

  32.1

Certification of the Corporate Trustee pursuant to Section  906 of the Sarbanes-Oxley Act of 2002.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

     

MARINE PETROLEUM TRUST

Simmons Bank, trustee of Marine Petroleum Trust and not in

its individual capacity or otherwise

May 15, 2019   By:   /s/ Ron E. Hooper                                 
             Ron E. Hooper
             Senior Vice President

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