10-K

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Non-accelerated filer

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10-K 1 marps_10-k_2024-06-30.htm 10-K 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


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

For the fiscal year ended June 30, 2024


☐	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 of incorporation or organization)	(I.R.S. Employer Identification No.)
c/o Corporate Trustee: Argent Trust Company, 3838 Oak Lawn Avenue, Suite 1720 Dallas, TX	75219
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (855) 588-7839

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ NO ☒

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, 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.

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive oﬃcers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of units of beneficial interest held by non-affiliates of the registrant at December 29, 2023 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $14,000,000. (For purposes of determination of the above stated amount, only directors, executive officers and 10% or greater unitholders have been deemed affiliates.)

The number of units of beneficial interest outstanding as of September 30, 2024 was 2,000,000.


		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	3
Item 1B.	Unresolved Staff Comments	8
Item 2.	Properties	8
Item 3.	Legal Proceedings	10
Item 4.	Mine Safety Disclosures	10
PART II
Item 5.	Market for Registrant’s Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities	11
Item 6.	[Reserved]	11
Item 7.	Trustee’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 8.	Financial Statements and Supplementary Data	17
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	17
Item 9A.	Controls and Procedures	17
Item 9B.	Other Information	18
Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	18
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	19
Item 11.	Executive Compensation	19
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters	19
Item 13.	Certain Relationships and Related Transactions, and Director Independence	20
Item 14.	Principal Accounting Fees and Services	20
PART IV
Item 15.	Exhibits, Financial Statement Schedules	21
Item 16.	Form 10-K Summary	21


	Fiscal Year Ended June 30,
Company	2024	2023	2022
Arena Energy, LP	100%	99%	99%
Chevron USA, Inc.	0%	1%	0%
Walter Oil & Gas Corporation	0%	0%	1%
	100%	100%	100%


Trust	Gross Acres	Interest
Marine	72,358	0.7500%
Marine	10,000	0.2500%
Marine	4,968	0.1875%
Summary	87,326	0.6607%


Report of Independent Registered Public Accounting Firm (PCAOB ID Number 410)	22
Financial Statements:
Consolidated Statements of Assets, Liabilities and Trust Corpus as of June 30, 2024 and 2023	23
Consolidated Statements of Distributable Income for the Fiscal Years Ended June 30, 2024 and 2023	24
Consolidated Statements of Changes in Trust Corpus for the Fiscal Years Ended June 30, 2024 and 2023	25
Notes to Consolidated Financial Statements	26


Name of Individual or Entity	Fiscal Year	Other Annual Compensation (1)
Argent Trust Company, Trustee	2024	$	28,000
Argent Trust Company, Trustee	2023	$	14,000
Simmons Bank, Trustee	2023	$	14,000
Simmons Bank, Trustee	2022	$	28,000


Name and Address	Amount and Nature of Beneficial Ownership	Percent of Class
Robert H. Paslay	213,837 units	10.7%
1007 Gasserway Circle
Brentwood, TN 37027
Patricia Martin	174,529 units	8.7%
110 Woodbine Place
Missoula, MT 59803


	2024		2023
Audit Fees	$	60,930	$	57,680
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—


4.1		Indenture, as amended on September 23, 2022, of Marine Petroleum Trust, filed as Exhibit 4.1 to the Current Report on Form 8-K of Marine filed September 28, 2022 (File No. 000-08565), and incorporated by reference herein.

4.2		Description of Securities, filed as Exhibit 4.2 to the Annual Report on Form 10-K of Marine for the fiscal year ended June 30, 2021 (File No. 000-08565), and incorporated by reference herein.

21.1		Subsidiaries of Marine, filed as Exhibit 21.1 to the Annual Report on Form 10-K of Marine for the fiscal year ended June 30, 2002 (File No. 000-08565), and incorporated by reference 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.

97.1*		Executive Officer Compensation Recovery Policy of Marine Petroleum Trust


	2024		2023
Assets
Current assets:
Cash and cash equivalents	$	965,213	$	978,176
Federal income taxes refundable		—		—
Producing oil and gas properties		7		7
Total assets	$	965,220	$	978,183
Liabilities and Trust Corpus
Current liabilities:
Federal income taxes payable		—		—
Total current liabilities	$	—	$	—
Trust Corpus – authorized 2,000,000 units of beneficial interest, issued 2,000,000 units at nominal value		965,220	978,183
	$	965,220	$	978,183


	2024			2023
Income:
Oil and natural gas royalties	$	994,142		$	1,609,882
Interest and other income		50,855			39,061
Total income	$	1,044,997		$	1,648,943
Expenses:
General and administrative		(331,832	)		(273,526	)
Distributable income	$	713,165		$	1,375,417
Distributable income per unit	$	0.36		$	0.69
Units outstanding		2,000,000			2,000,000


	Fiscal Year Ended June 30,
	2024		2023		2022
Net quantities sold:
Oil (in barrels [“bbls”])		12,805		16,817		16,096
Natural gas (in thousands of cubic feet [“mcf”])		11,399		12,712		6,561
Natural gas liquids (in thousands of cubic feet [“mcf”])		20,339		22,152		95,461
Average sales price for royalty oil and natural gas sold:
Oil (per bbl) (1)	$	76.54	$	90.59	$	78.23
Natural gas, net of expenses (per mcf) (1)	$	0.92	$	5.59	$	5.73
Natural gas liquids, net of expenses (per mcf) (1)	$	0.16	$	0.69	$	0.54


	Fiscal Year Ended June 30,
	2024		2023
Wells Drilled or Recompleted (Gross)		9		5
Active Wells (Gross)		75		71


	Fiscal Year Ended June 30,
	2024		2023
Income from:
Oil royalties	$	980,110	$	1,523,617
Natural gas royalties		10,464		71,079
Natural gas liquid royalties		3,568		15,186
	$	994,142	$	1,609,882
Net quantities sold:
Oil (bbls)		12,805		16,817
Natural gas (mcf)		11,399		12,712
Natural gas liquids (mcf)		20,339		22,152

Average price:
Oil (per bbl) (1)	$	76.54	$	90.59
Natural gas, net of expenses (per mcf)	$	0.92	$	5.59
Natural gas liquids, net of expenses (per mcf)	$	0.16	$	0.69


	Income		Expenses		Distributable Income		Distributable Income Per Unit
Quarter ended:
September 30, 2022	$	600,450	$	78,081	$	522,369	$	0.26
December 31, 2022		435,129		56,160		378,969		0.19
March 31, 2023		300,607		84,804		215,803		0.11
June 30, 2023		312,757		54,481		258,276		0.12
	$	1,648,943	$	273,526	$	1,375,417	$	0.69
Quarter ended:
September 30, 2023	$	304,675	$	76,618	$	228,057	$	0.11
December 31, 2023		262,914		63,676		199,238		0.10
March 31, 2024		247,570		132,046		115,524		0.06
June 30, 2024		229,838		59,492		170,346		0.12
	$	1,044,997	$	331,832	$	713,165	$	0.36


	2024			2023
Trust corpus, beginning of year	$	978,183		$	1,154,143
Distributable income		713,165			1,375,417
Distributions to unitholders		(726,128	)		(1,551,337	)
Trust corpus, end of year	$	965,220		$	978,183
Distributions per unit	$	0.36		$	0.78


	June 30, 2024		June 30, 2023
Assets
Current assets:
Cash and cash equivalents	$	115,772	$	133,180
Oil, natural gas and other mineral properties		—		—
Total assets	$	115,772	$	133,180
Liabilities and Trust Corpus
Current liabilities:
Income distributable to unitholders	$	—	$	—
Other payable	$	115,772	$	133,180
Federal income taxes payable	$	—	$	—
Total current liabilities	$	115,772	$	133,180
Trust corpus – 1,386,525 units of beneficial interest authorized, 1,386,375 issued at nominal value	$	—	$	—
	$	115,772	$	133,180


	Twelve Months Ended June 30,
	2024		2023
Income	$	—	$	—
Expenses		—		—
Distributable income before Federal income taxes		—		—
Federal income taxes of Tidelands’ subsidiary		—		—
Distributable income	$	—	$	—



	MARINE PETROLEUM TRUST
	(Registrant)

	Argent Trust Company, in its capacity as trustee of Marine Petroleum Trust and not in its individual capacity or otherwise

Date: September 30, 2024	By:	/s/ Jana Egeler
		Jana Egeler
		Vice President



	Argent Trust Company, in its capacity as trustee of Marine Petroleum Trust and not in its individual capacity or otherwise

Dated: September 30, 2024	By:	/s/ Jana Egeler
		Jana Egeler
		Vice President

SEC Form 10-K filed by Marine Petroleum Trust