What changed in this filing

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Item 1A. Risk Factors

2020-09-28 compared with 2019-08-30 · 113 added, 94 removed, 109 unchanged (66% of the section changed)

20 unchanged sentences

the effect of worldwide energy conservation measures.

In addition, a portion of Marines distributable income has historically been generated from distributions to Marine from its interest in

Tidelands ability to make distributions to Marine is also substantially dependent on the prices it obtains for oil and natural gas, and Tidelands has not generated sufficient revenue in recent quarters to make distributions to its

unitholders, including Marine.

In addition, a portion of Marines distributable income has historically been generated

from distributions to Marine from its interest in Tidelands.

Tidelands ability to make distributions to Marine is also substantially dependent on the prices it obtains for oil and natural gas, and Tidelands has not generated sufficient revenue

in recent quarters to make distributions to its unitholders, including Marine.

Tidelands may not be able to return to a level of profitability that allows it to make distributions to Marine in the future.

The last distribution Marine received from Tidelands was in the fourth quarter of 2018.

The last distribution Marine received from

Tidelands was in the fourth quarter of 2018.

Moreover, government regulations, such as the regulation of natural gas transportation and

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producing in commercial quantities, and Marine will cease to be entitled to receive any distributions of net proceeds therefrom.

The market price for

the units may not reflect the value of the royalty interests held by Marine.

The public trading price for the units tends to be tied

to the recent and expected levels of cash distributions on the units.

The amounts available for distribution by Marine vary in response to numerous factors outside of Marines control, including prevailing prices for oil and natural gas

produced from properties on the leases.

The market price of the units is not necessarily indicative of the value that Marine would realize if it sold its interest in the properties on the leases to a third party buyer and distributed the net

proceeds to its unitholders.

In addition, the market price of the units is not necessarily reflective of the fact that Marines assets are depleting assets, and a portion of each cash distribution paid on the units should be considered by

investors as a return of capital, with the remainder being considered as a return on investment.

There is no guarantee that distributions made to a unitholder over the life of these depleting assets will equal or exceed the purchase price paid by

the unitholder for the unit.

The recent spread of COVID-19, or the novel coronavirus, and the measures taken to mitigate the impact of the COVID-19 pandemic could have an adverse effect on trust distributions.

As the coronavirus pandemic and government responses are rapidly evolving, the extent of the impact on domestic sales of crude oil and natural

gas remains unknown and is constantly evolving.

Markets have experienced a sharp and rapid decline in the demand for crude oil and natural gas as the U.S.

and global economy, and commodity prices, have been negatively impacted as economic activity

has been curtailed in response to the COVID-19 pandemic.

Official restrictions on non-essential activities, including shelter in place and stay at

home orders, have been introduced throughout the U.S.

and the world, which may impact oil and natural gas operators production activities, and the length of time such measures are in place may adversely affect us.

Fewer businesses than

normal are open and fewer people are going to work which has reduced the demand for oil and natural gas, and operators reliance on third-party suppliers, contractors, and service providers exposes them to possibility of delay or interruption

of operations.

At this time, the full extent to which COVID-19 will negatively impact the global economy and the oil and gas industry is uncertain, but pandemics or other significant public health events will

most likely have a material adverse effect on operators business and financial condition which would likely have an adverse effect on trust distributions.

The market price for the units may not reflect the value of the royalty interests held by Marine.

The public trading price for the units tends to be tied to the recent and expected levels of cash distributions on the units.

amounts available for distribution by Marine vary in response to numerous factors outside of Marines control, including prevailing prices for oil and natural gas produced from properties on the leases.

The market price of the units is not

necessarily indicative of the value that Marine would realize if it sold its interest in the properties on the leases to a third party buyer and distributed the net proceeds to its unitholders.

In addition, the market price of the units is not

necessarily reflective of the fact that Marines assets are depleting assets, and a portion of each cash distribution paid on the units should be considered by investors as a return of capital, with the remainder being considered as a return on

There is no guarantee that distributions made to a unitholder over the life of these depleting assets will equal or exceed the purchase price paid by the unitholder for the unit.

In addition, the public stock markets have traditionally experienced price and trading volume volatility.

This volatility has had a significant effect on the market prices of securities issued by many companies for reasons that may or may not be related to operating performance.

If the public stock markets continue to experience price and trading volume

volatility in the future, the market price of the units could be adversely affected.

Our units have been thinly traded and an active trading market for our units may not develop.

This volatility has had a

significant effect on the market prices of securities issued by many companies for reasons that may or may not be related to operating performance.

If the public stock markets continue to experience price and trading volume volatility in the future,

the market price of the units could be adversely affected.

Our units have been thinly traded and an active trading market for our units may not

The trading volume of our units has historically been low.

As a result, sales of small amounts of the units in the public market could cause

the price of the units to fluctuate greatly, including in a materially adverse manner.

In addition, a more active trading market for our units may not develop, or if it does develop, may not continue, and a unitholder may find it difficult to

dispose of, or to obtain accurate quotations as to the market value of, our units.

Operating risks for the working interest owners interests on

the leases can adversely affect distributions.

The occurrence of drilling, production or transportation accidents and other natural

disasters on the properties underlying the leases can reduce distributions.

These occurrences include blowouts, cratering, explosions, environmental and hurricane damage that may result in personal injuries, property damage, damage to productive

formations or equipment and environmental damages.

As a result, sales of small amounts of the units in the public

market could cause the price of the units to fluctuate greatly, including in a materially adverse manner.

In addition, a more active trading market for our units may not develop, or if it does develop, may not continue, and a unitholder may find it

difficult to dispose of, or to obtain accurate quotations as to the market value of, our units.

Operating risks for the working interest owners

interests on the leases can adversely affect distributions.

The occurrence of drilling, production or transportation accidents and

other natural disasters on the properties underlying the leases can reduce distributions.

These occurrences include blowouts, cratering, explosions, environmental and hurricane damage that may result in personal injuries, property damage, damage to

productive formations or equipment and environmental damages.

Any of these occurrences could have a material adverse effect on the amount of our distributions or the market value of the units.

18 unchanged sentences

current working interest owner.

The owner of any properties in the leases may abandon any property, terminating the related royalty interest Marine

The current working interest owners or any transferee may abandon any well or property that is subject to Marines

royalty interest if it believes that the well or property can no longer produce in commercially economic quantities or for any other reason.

This would terminate Marines royalty interest relating to the abandoned well or property.

The Trustee, Marine and the Trusts unitholders do not control the operation or development of the properties in the leases and have little influence

over their operation or development.

The Trustee, Marine and the Trusts unitholders have little, if any, influence or

control over the operation or future development of the underlying properties of the leases.

The owner of any properties in the leases may abandon any property, terminating the related royalty

interest Marine may hold.

The current working interest owners or any transferee may abandon any well or property that is subject to

Marines royalty interest if it believes that the well or property can no longer produce in commercially economic quantities or for any other reason.

This would terminate Marines royalty interest relating to the abandoned well or

The Trustee, Marine and the Trusts unitholders do not control the operation or development of the properties in the leases and have

little influence over their operation or development.

The Trustee, Marine and the Trusts unitholders have little, if any,

influence or control over the operation or future development of the underlying properties of the leases.

The properties underlying the leases are owned by independent working interest owners.

The working interest owners manage the underlying properties and

handle the receipt and payment of funds relating to the leases and payments to Marine for its royalty interests.

The working interest owners manage the underlying

properties and handle the receipt and payment of funds relating to the leases and payments to Marine for its royalty interests.

The current working interest owners are under no obligation to continue operating the properties.

The failure of a working interest

owner to conduct its operations, discharge its obligations, cooperate with regulatory agencies or comply with laws, rules and regulations in a proper manner could have an adverse effect on net proceeds payable to Marine.

The Trustee, Marine and the

Trusts unitholders do not have the right to replace an operator.

Important reserve and other information with respect to the particular leases subject to Marines

royalty interest is unreasonably difficult to obtain.

The leasehold working interests that are subject to the rights held by Marine

are owned, in most cases, in whole or in part by Arena, or other oil and natural gas exploration and production companies.

Certain information with respect to the particular leases subject to Marines interests, including, but not limited to,

(i) reserves, (ii) the availability of oil and natural gas, (iii) the average production cost (lifting cost) per unit, (iv) undeveloped acreage and (v) net wells and net acres, lies solely within the knowledge of these working

interest owners.

Marine does not have access to engineering data regarding these leaseholds and believes that such information would have been compiled principally by or for the working interest owners of these leaseholds and such information is

unreasonably difficult for Marine to obtain.

Terrorism and continued geopolitical hostilities could adversely affect Marines distributions to

its unitholders or the market price of its units.

Terrorist attacks and the threat of terrorist attacks, whether domestic or foreign,

as well as military or other actions taken in response to such attacks or threats, could cause instability in the global financial, oil and natural gas markets.

Terrorism and other geopolitical hostilities could adversely affect the Trusts

distributions to its unitholders or the market price of its units in unpredictable ways, including through the disruption of oil and natural gas supplies and markets, increased volatility in oil and natural gas prices, or the possibility that the

infrastructure on which the operators of the underlying properties rely could be a direct target or an indirect casualty of an act of terror.

The failure of a

working interest owner to conduct its operations, discharge its obligations, cooperate with regulatory agencies or comply with laws, rules and regulations in a proper manner could have an adverse effect on net proceeds payable to Marine.

Trustee, Marine and the Trusts unitholders do not have the right to replace an operator.

Important reserve and other information

with respect to the particular leases subject to Marines royalty interest is unreasonably difficult to obtain.

The leasehold

working interests that are subject to the rights held by Marine are owned, in most cases, in whole or in part by Arena, or other oil and natural gas exploration and production companies.

Certain information with respect to the particular leases

subject to Marines interests, including, but not limited to, (i) reserves, (ii) the availability of oil and natural gas, (iii) the average production cost (lifting cost) per unit, (iv) undeveloped acreage and (v) net wells

and net acres, lies solely within the knowledge of these working interest owners.

Marine does not have access to engineering data regarding these leaseholds and believes that such information would have been compiled principally by or for the

working interest owners of these leaseholds and such information is unreasonably difficult for Marine to obtain.

Terrorism and continued geopolitical

hostilities could adversely affect Marines distributions to its unitholders or the market price of its units.

Terrorist attacks

and the threat of terrorist attacks, whether domestic or foreign, as well as military or other actions taken in response to such attacks or threats, could cause instability in the global financial, oil and natural gas markets.

Terrorism and other

geopolitical hostilities could adversely affect the Trusts distributions to its unitholders or the market price of its units in unpredictable ways, including through the disruption of oil and natural gas supplies and markets, increased

volatility in oil and natural gas prices, or the possibility that the infrastructure on which the operators of the underlying properties rely could be a direct target or an indirect casualty of an act of terror.

Unitholders have limited voting rights.

9 unchanged sentences

The structure of the Trust as a trust does not include the interposition of a limited liability entity, such as a corporation or limited partnership, which would provide further limited liability protection to

While the Trust is liable for any excess liabilities incurred if the Trustee fails to ensure that such liabilities are to be satisfied only out of the Trusts assets, under the laws of the State of Texas, which are unsettled on

this point, a unitholder may be jointly and severally liable for any liability of the Trust if (i) the satisfaction of such liabilities was not contractually limited to the assets of the Trust and (ii) the assets of the Trust and the

Trustee are not adequate to satisfy such liability.

As a result, unitholders may be exposed to personal liability.

Marines royalty interest can

be sold and the Trust can be terminated.

The Trust may be terminated and the Trustee may sell Marines royalty interests if

holders of 80% or more of the units of beneficial interest of the Trust approve the sale and vote to terminate the Trust.

Following any such termination and liquidation, the net proceeds of any sale would be distributed to the unitholders and the

unitholders would receive no further distributions from the Trust.

While the Trust is liable for any excess liabilities incurred if the Trustee fails to ensure that

such liabilities are to be satisfied only out of the Trusts assets, under the laws of the State of Texas, which are unsettled on this point, a unitholder may be jointly and severally liable

for any liability of the Trust if (i) the satisfaction of such liabilities was not contractually limited to the assets of the Trust and (ii) the assets of the Trust and the Trustee are not adequate to satisfy such liability.

unitholders may be exposed to personal liability.

Marines royalty interest can be sold and the Trust can be terminated.

The Trust may be terminated and the Trustee may sell Marines royalty interests if holders of 80% or more of the units of beneficial

interest of the Trust approve the sale and vote to terminate the Trust.

Following any such termination and liquidation, the net proceeds of any sale would be distributed to the unitholders and the unitholders would receive no further distributions

from the Trust.

Any such sale may not be on terms acceptable or favorable to all unitholders.

The term of the Trust will expire on June 1, 2021

and there is no guarantee that it will be extended.

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.

Following the filing of this Annual Report, Marine expects to ask the unitholders to approve an amendment to the Indenture to extend the

life of the Trust beyond the expiration date.

However, there is no guarantee that unitholders will approve the extension, in which case, the Trust will terminate pursuant to the terms of the Indenture.

The operators of the oil and natural gas leases are subject to extensive governmental regulation.

Oil and natural gas operators have been, and in the future will be, affected by Federal, state and local laws and regulations and

other political developments, such as price or gathering rate controls, drilling regulations, and environmental protection regulations, including the regulation of hydraulic fracturing.

Although Marine is unable to predict changes to existing

laws and regulations, such changes could significantly impact Marines overriding royalty interests.

Cash held by the Trustee is not insured by

the Federal Deposit Insurance Corporation.

Oil and natural gas operators have been, and in the future will be, affected by Federal, state and local laws and regulations and other

political developments, such as price or gathering rate controls, drilling regulations, and environmental protection regulations, including the regulation of hydraulic fracturing.

Although Marine is unable to predict changes to existing laws

and regulations, such changes could significantly impact Marines overriding royalty interests.

Cash held by the Trustee is not insured by the

Federal Deposit Insurance Corporation.

Currently, cash held by Marine that is reserved for the payment of accrued liabilities and

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than in the month incurred and reserves may be established for contingencies that would not be recorded under GAAP.

If Marine becomes subject to the

Texas franchise tax, the Trustee may have to withhold amounts from future distributions to pay the tax liability.

The State of Texas

imposes a franchise tax that applies to most business entities doing business in Texas.

If Marine becomes subject to the Texas franchise tax, the Trustee may have to withhold amounts from

future distributions to pay the tax liability.

The State of Texas imposes a franchise tax that applies to most business entities doing

business in Texas.

Trusts, however, other than business trusts (as defined in U.S.

Treasury Regulation section 301.7701-4(b)), that meet

certain statutory requirements are exempt from the franchise tax as passive entities.

The Trustee does not expect that the

Trust will be required to pay any amounts under the Texas franchise tax for the 2019 tax year based on the Trustees belief that the Trust is exempt from the franchise tax as a passive entity ( i.e.

, the Trust is not a business trust, it

receives at least 90% of its federal gross income from certain passive sources, and no more than 10% of its income is derived from an active trade or business).

If it is subsequently determined that the Trust is not exempt from the franchise tax,

the Trust will be required to reduce distributions by the amount required to satisfy and pay the Trusts franchise tax liability for the years for which the applicable statute of limitations has not yet expired.

In addition, the Trust would be

required to timely pay franchise tax liability due with respect to current and future years in which the Trust fails to qualify for an exemption and has total revenues in excess of $1,130,000 (subject to adjustment pursuant to Texas Tax Code section

If the Trust is exempt from the Texas franchise tax as a passive entity, each unitholder that is subject to the Texas franchise

tax as a taxable entity under the Texas Tax Code should generally include its share of the Trusts revenue in its franchise tax computation.

Treasury Regulation section 301.7701-4(b)), that meet certain statutory requirements are exempt from the franchise tax as

passive entities.

The Trustee does not expect that the Trust will be required to pay any amounts under the Texas franchise

tax for the 2020 tax year based on the Trustees belief that the Trust is exempt from the franchise tax as a passive entity ( i.e.

, the Trust is not a business trust, it receives at least 90% of its federal gross income from certain

passive sources, and no more than 10% of its income is derived from an active trade or business).

If it is subsequently determined that the Trust is not exempt from the franchise tax, the Trust will be required to reduce distributions by the amount

required to satisfy and pay the Trusts franchise tax liability for the years for which the applicable statute of limitations has not yet expired.

In addition, the Trust would be required to timely pay franchise tax liability due with respect

to current and future years in which the Trust fails to qualify for an exemption and has total revenues in excess of $1,180,000 (subject to adjustment pursuant to Texas Tax Code section 171.006).

If the Trust is exempt from the Texas franchise tax as a passive entity, each unitholder that is subject to the Texas franchise tax as a

taxable entity under the Texas Tax Code should generally include its share of the Trusts revenue in its franchise tax computation.

The Texas franchise tax does not apply to natural persons.

Each unitholder is urged to consult its own

tax advisor regarding its possible Texas franchise tax liability.

Each unitholder is urged to consult its own tax

advisor regarding its possible Texas franchise tax liability.

UNRESOLVED STAFF COMMENTS

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors