What changed in this filing

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Item 9A. Controls and Procedures

2020-09-28 compared with 2019-08-30 · 76 added, 75 removed, 267 unchanged (36% of the section changed)

39 unchanged sentences

Simmons Bank, Trustee

Southwest Bank, Trustee

Simmons Bank, Trustee (2)

Southwest Bank, Trustee

4 unchanged sentences

The following table sets forth the persons known to the Trust who beneficially own more than five percent of the

outstanding units of beneficial interest as of August 30, 2019, based solely on the Trusts review of information filed with the SEC and information provided by such persons:

outstanding units of beneficial interest as of September 1, 2020, based solely on the Trusts review of information filed with the SEC and information provided by such persons:

Name and Address

Amount and Nature of

Beneficial Ownership

Percent of Class

213,837 units

1007 Gasserway Circle

Brentwood, TN 37027

Patricia Martin

213,837 units

Patricia Martin

110 Woodbine Place

Missoula, MT 59803

174,529 units

There are no executive officers or directors of the Trust.

The Trustee does not beneficially

own any units of beneficial interest.

The Trustee does not beneficially own any units of

beneficial interest.

The Trust does not maintain any equity compensation plans and the Trust has not repurchased any units during the fourth quarter of fiscal 2020.

The Trustee knows of no arrangements the operation of which may at

a subsequent date result in a change of control of the Trust.

The Trustee knows of no arrangements the operation of which may at a subsequent date

result in a change of control of the Trust.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements see Item 8.

Financial Statements see Item 8.

Financial Statements and Supplementary Data above.

(b) Exhibits:

Indenture, as amended on December 8, 2000, of Marine Petroleum Trust, filed as Exhibit 4.1 to the Annual Report on Form 10-K of Marine for the fiscal year ended June 30, 2001 (File No.

000-08565), and incorporated by reference herein .

Description of Securities.

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, 2019 (File No.

000-08565), and incorporated by reference herein .

Subsidiaries of Marine, filed as Exhibit 21.1 to the Annual Report on Form 10-K of Marine for the fiscal

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*Filed herewith.

this Annual Report on Form 10-K.

Financial Statement Schedules All required schedules are included in the financial statements included in this Annual Report on Form 10-K.

FORM 10-K SUMMARY

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Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of assets, liabilities, and trust corpus of Marine Petroleum Trust and Subsidiary (the

Trust) as of June 30, 2019 and 2018, and the related consolidated statements of distributable income and changes in trust corpus for each of the three years in the period ended June 30, 2019, and the related notes (collectively referred to

as the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the assets, liabilities, and trust corpus of the Trust as of June 30, 2019 and 2018, and the

distributable income and changes in trust corpus for each of the three years in the period ended June 30, 2019, in conformity with the modified cash basis of accounting, which is a comprehensive basis of accounting other than accounting

principles generally accepted in the United States of America.

As described in Note 2 to the consolidated financial statements, these

consolidated financial statements were prepared on a modified cash basis of accounting, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America.

audited the accompanying consolidated statements of assets, liabilities, and trust corpus of Marine Petroleum Trust and Subsidiary (the Trust) as of June 30, 2020 and 2019, and the related consolidated statements of distributable income and

changes in trust corpus for each of the three years in the period ended June 30, 2020, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements present

fairly, in all material respects, the assets, liabilities, and trust corpus of the Trust as of June 30, 2020 and 2019, and the distributable income and changes in trust corpus for each of the three years in the period ended June 30, 2020,

in conformity with the modified cash basis of accounting, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America.

As described in Note 2 to the consolidated financial statements, these consolidated financial statements were prepared on a modified cash basis of accounting,

which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated

financial statements are the responsibility of the Trustee.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting

Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Trust in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform

the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Trust is not required to have, nor were we engaged to perform, an audit of its

internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entitys

internal control over financial reporting.

These consolidated financial statements are the responsibility of the Trustee.

Our responsibility is to express an opinion on these consolidated

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Trust in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in

accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or

The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but

not for the purpose of expressing an opinion on the effectiveness of the entitys internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts

and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by the Trustee, as well as evaluating the overall presentation of the consolidated financial

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the

accounting principles used and significant estimates made by the Trustee, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Emphasis of Matter

As discussed in Note 1 to the

consolidated financial statements, the Trust Indenture is set to expire June 1, 2021.

/s/ WEAVER AND TIDWELL, L.L.P

We have served as the Trusts auditor since 2011.

August 30, 2019

Dallas, Texas

September 28, 2020

MARINE PETROLEUM TRUST AND SUBSIDIARY

37 unchanged sentences

Summary of Significant Accounting Policies

Marine Petroleum Trust (the Trust) was established on June 1, 1956 with the transfer of property to the Trust consisting of

certain contract rights, units of beneficial interest and common stock in exchange for units of beneficial interest in the Trust.

The contract rights entitled the Trust to receive an overriding royalty interest in oil, natural gas and other mineral

leasehold interests acquired by Gulf Oil Corporation, now Chevron U.S.A., Inc.

(Chevron), a subsidiary of Chevron Corporation, in certain areas of the Gulf of Mexico prior to January 1, 1980.

The Trust must distribute to its unitholders all cash accumulated each quarter, less an amount reserved for accrued liabilities and estimated

future expenses.

Petroleum Trust (the Trust) was established on June 1, 1956 with the transfer of property to the Trust consisting of certain contract rights, units of beneficial interest and common stock in exchange for units of beneficial interest

in the Trust.

The contract rights entitled the Trust to receive an overriding royalty interest in oil, natural gas and other mineral leasehold interests acquired by Gulf Oil Corporation, now Chevron U.S.A., Inc.

(Chevron), a subsidiary

of Chevron Corporation, in certain areas of the Gulf of Mexico acquired prior to January 1, 1980.

The Trust must distribute to its

unitholders all cash accumulated each quarter, less an amount reserved for accrued liabilities and estimated future expenses.

The Trust and its subsidiary cannot engage in a trade or business.

Funds held by Marine Petroleum Corporation, a wholly owned subsidiary of the Trust, (MPC, and collectively with the Trust, Marine)

pending distribution to the Trust are invested in U.S.

Funds held by Marine Petroleum Corporation, a wholly

owned subsidiary of the Trust, (MPC, and collectively with the Trust, Marine) pending distribution to the Trust are invested in U.S.

Treasury and agency bonds.

The unitholders assigned their contract rights offshore

of Louisiana to MPC reserving a 98% net profits interest to themselves.

The net profits interest contract was transferred to the Trust along with the other properties.

The unitholders assigned their contract rights offshore of Louisiana to MPC reserving a 98% net profits interest to themselves.

profits interest contract was transferred to the Trust along with the other properties.

The Trust is authorized to pay expenses of MPC should it be necessary.

2 unchanged sentences

However, the unitholders owning eighty percent (80%) or more of the outstanding units may terminate the Trust on any date.

Following the filing of this Annual Report with the SEC, the unitholders will be asked to approve an amendment to the Indenture to extend the

life of the Trust beyond the current expiration date of June 1, 2021.

(b) Principles of Consolidation

16 unchanged sentences

The primary difference between the actual tax expense of MPC and the expected tax expense is due to the fact that only 2% of MPCs income

(i.e., excluding the 98% net profits interest retained by, and delivered to, the Trust) is subject to U.S.

, excluding the 98% net profits interest retained by, and delivered to, the Trust) is subject to U.S.

Federal income tax.

positions taken by the Trust related to the Trusts pass-through status and federal state tax positions have been reviewed, and the Trustee is of the opinion that material positions taken would more likely than not be sustained upon an

In accordance with the Trusts basis of accounting discussed in Note 2, the Trust would only recognize the impact of tax positions that were not upheld at the time of payment.

As of June 30, 2019, the Trusts tax years

2015 through 2018 remain subject to examination.

MPC recognizes interest and penalties related to unrecognized tax benefits in income tax

Tax positions taken by the Trust related to the Trusts pass-through status and federal

state tax positions have been reviewed, and the Trustee is of the opinion that material positions taken would more likely than not be sustained upon an examination.

In accordance with the Trusts basis of accounting discussed in Note 2, the

Trust would only recognize the impact of tax positions that were not upheld at the time of payment.

As of June 30, 2020, the Trusts tax years 2016 through 2019 remain subject to examination.

MPC recognizes interest and penalties related to unrecognized tax benefits in income tax expense.

(e) Credit Risk Concentration and Cash Equivalents

Financial instruments which potentially subject Marine to concentrations of credit risk are primarily investments in cash equivalents,

Financial instruments which potentially subject Marine to concentrations of credit risk are primarily investments in cash equivalents, U.S.

Treasury and agency bonds.

15 unchanged sentences

Fieldwood Energy LLC

Walter Energy, Inc.

Basis of Accounting

11 unchanged sentences

Expenses are recorded in the month paid rather than in the month incurred.

Depletion is not recorded.

This comprehensive basis of accounting corresponds to the accounting principles permitted for royalty trusts by the Securities and Exchange

Commission (the SEC), as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts.

Revenue Recognition In May 2014, the FASB issued updated guidance for recognizing revenue from contracts with

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.

Revenue Recognition .

In May 2014, the FASB issued updated guidance for recognizing revenue from contracts with customers.

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 and revenue streams related solely to oil and gas royalties.

The Trust adopted the disclosure standards of this update, as required, beginning with the first quarter of fiscal year 2019.

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.

Investment in Affiliate Tidelands Royalty Trust B

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Distributable income before Federal income taxes

Federal income taxes of Tidelands

Federal income taxes of Tidelands subsidiary

Distributable income

Tidelands was a reporting company under the Securities Exchange Act of 1934, as amended.

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.

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.

Summary of Quarterly Financial Data (Unaudited)

54 unchanged sentences

Simmons Bank, in its capacity as trustee of Marine Petroleum Trust and not in its individual capacity or otherwise

August 30, 2019

September 28, 2020

Senior Vice President

2 unchanged sentences

Simmons Bank, in its capacity as trustee of Marine Petroleum Trust and not in its individual capacity or otherwise

August 30, 2019

September 28, 2020

Senior Vice President

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 9A. Controls and Procedures