What changed in this filing

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Item 1. Business

2022-08-31 compared with 2021-09-24 · 60 added, 58 removed, 59 unchanged (67% of the section changed)

2 unchanged sentences

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 indenture under

which the Trust was created (the Indenture) provides that the term of the Trust will expire on June 1, 2041, unless extended by the vote of the holders of a majority of the outstanding units of beneficial interest.

On November 4,

2021, the Trustee announced that it has entered into an agreement with Argent Trust Company, a Tennessee chartered trust company (Argent), pursuant to which the Trustee will be resigning as trustee of the Trust and nominate Argent as

successor trustee of the Trust.

The Trustees resignation as trustee, and Argents appointment as successor trustee, are subject to certain conditions set forth in the agreement, including approval by the unitholders of the Trust and

certain other trusts of which the Trustee acts as trustee (or a court) of (i) Argents appointment as successor trustee and (ii) any amendments to the Trusts Indenture (as defined below) and the trust agreements and indentures

of the other trusts necessary to permit Argent to serve as successor trustee.

On March 21, 2022, the unitholders of the Trust, by way of written consent, voted (i) to approve the appointment of Argent as successor trustee to serve as

trustee of the Trust once the resignation of the Trustee takes effect and (ii) to not approve an amendment to the Indenture to permit a national bank or trust company having its principal office in the United States and having an unimpaired

capital and surplus of at least $3,000,000.00 to serve as trustee of the Trust.

Therefore, Argent has not taken over as successor trustee.

The indenture under which the Trust was created (the Indenture) provides that the term of the

Trust will expire on June 1, 2041, 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

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industry segment or purpose is the administration and collection of royalties.

Marines rights are generally

referred to as overriding royalty interests in the oil and natural gas industry, and are sometimes referred to as overriding royalty interests in this Annual Report on Form 10-K.

An overriding royalty interest

is created by an assignment by the owner of a working interest in an oil or natural gas lease.

Marines rights are generally referred to as overriding royalty

interests in the oil and natural gas industry, and are sometimes referred to as overriding royalty interests in this Annual Report on Form 10-K.

An overriding royalty interest is created by an assignment by

the owner of a working interest in an oil or natural gas lease.

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

Marine holds an overriding royalty interest equal to three-fourths of 1% of the value at the well of any oil, natural gas, or

other minerals produced and sold from the leases described in the Properties section below.

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.

Marine holds an overriding royalty interest equal to three-fourths of 1% of the value at the well of any oil, natural gas, or other minerals

produced and sold from the leases described in the Properties section below.

Marines overriding royalty interest applies only to existing leases and does not apply to new leases that the Interest Owners may acquire.

Marine also owns a 32.6% interest in Tidelands Royalty Trust B

(Tidelands), a separate Texas trust.

The four leases covering an aggregate of 17,188 gross acres in which Tidelands owned interests are no longer producing and are not expected to produce in the future.

Therefore, such acreage is not

included in Marines acreage in this report.

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

The term of Tidelands expired earlier in 2021, and Tidelands is currently in the process of winding up.

Tidelands indenture provides that prior to Tidelands termination the Trustee was 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 last business day of March, June, September and December of each year.

Pursuant to the Tidelands indenture, such distributions were to be made within 15 days of the record date.

Distributable income was paid from the unconsolidated account

balances of Tidelands.

Distributable income was comprised of (i) royalties from offshore Texas leases owned directly by Tidelands, plus (ii) 95% of the overriding royalties received by its subsidiary that were retained by and delivered to

Tidelands on a quarterly basis, less (iii) administrative expenses of Tidelands.

Marine also previously owned a 32.6% interest in Tidelands Royalty Trust B (Tidelands), a separate Texas trust.

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 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.

As of the date of filing of this Annual Report on Form 10-K, the leases subject to Marines

interests cover an aggregate of 199,868 gross acres.

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.

The term of Tidelands expired in 2021.

Tidelands has been wound up and declared January 31,

2022 as the record date for the final distribution which was paid in February 2022.

As of the date of filing of this Annual Report on

Form 10-K, the leases subject to Marines interests cover an aggregate of 199,868 gross acres.

These leases will remain in force until the leases terminate or expire pursuant to their respective terms.

Leases may be voluntarily released by the working interest owner after oil and natural

gas reserves are produced.

Leases may also be abandoned by the working interest owner due to the failure to discover and produce sufficient reserves to make development economically worthwhile.

Leases may be voluntarily released by the working interest owner after oil and natural gas reserves are produced.

Leases may also be abandoned by the working interest owner due to the failure to discover and produce sufficient reserves to make

development economically worthwhile.

In addition, the U.S.

federal government may terminate

a lease if the working interest owner fails to develop a lease once it is acquired.

For the fiscal year ended June 30, 2021,

approximately 94% of Marines royalty revenues were attributable to the sale of oil and approximately 6% of Marines royalty revenues were attributable to the sale of natural gas.

The royalty revenues received by Marine are affected by a

number of factors, including seasonal fluctuations in demand, the ability of wells to produce due to depletion and changes in the market prices for oil and natural gas.

The following table presents the percent of royalties received from various

working interest owners, which account for the royalties received in each of the past three years.

federal government may terminate a lease if the working interest owner fails to develop a lease once it is acquired.

For the fiscal year ended June 30, 2022, approximately 93% of Marines royalty revenues were attributable to the sale of oil and

approximately 7% of Marines royalty revenues were attributable to the sale of natural gas.

The royalty revenues received by Marine are affected by a number of factors, including seasonal fluctuations in demand, the ability of wells to produce

due to depletion and changes in the market prices for oil and natural gas.

The following table presents the percent of royalties received from various working interest owners, which account for the royalties received in each of the past three years.

Fiscal Year Ended June 30,

2 unchanged sentences

Fieldwood Energy LLC

Walter Oil & Gas Corporation

In addition, Marine did not have any revenues from its interest in Tidelands for the fiscal years ended

June 30, 2021 and 2020.

However, Marine received $93,134 as a final distribution from Tidelands during the fiscal year ended June 30, 2022.

Marine derives no revenues from foreign sources and has no export sales.

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All aspects of Marines operations are conducted by third parties.

These operations include the production and sale of oil and natural gas and the calculation of royalty payments to Marine, which are conducted by oil and natural gas companies that lease tracts subject to Marines interests.

American Stock

Transfer and Trust Company, LLC is the transfer agent for Marine and is responsible for reviewing, processing and paying distributions.

The ability of Marine to receive revenues is entirely dependent upon its rights with respect

to the leases held by the Interest Owners in the Gulf of Mexico (as more fully described in Item 2.

These operations

include the production and sale of oil and natural gas and the calculation of royalty payments to Marine, which are conducted by oil and natural gas companies that lease tracts subject to Marines interests.

American Stock Transfer and Trust

Company, LLC is the transfer agent for Marine and is responsible for reviewing, processing and paying distributions.

The ability of

Marine to receive revenues is entirely dependent upon its rights with respect to the leases held by the Interest Owners in the Gulf of Mexico (as more fully described in Item 2.

Properties below).

Moreover, no revenues are payable to Marine until sales of production commence from any such lease.

The royalty interests held by Marine are depleting with each barrel of oil and cubic foot of natural gas produced.

No funds are reinvested by

Moreover, no revenues are

payable to Marine until sales of production commence from any such lease.

The royalty interests held by Marine are depleting with each

barrel of oil and cubic foot of natural gas produced.

No funds are reinvested by Marine;

thus, these depleting assets are not being replaced.

Widely Held Fixed Investment Trust Reporting

Information .

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.

Widely Held Fixed Investment Trust Reporting Information .

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.

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 that will provide the required information and the contact information for the Trustee is as follows:

7 unchanged sentences

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 1. Business