MARINE PETROLEUM TRUST
10-Q, 1997-11-13
OIL ROYALTY TRADERS
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<PAGE>   1
 
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ---------------------
 
                                   FORM 10-Q
 
<TABLE>
<S>       <C>                                                          <C>
[X]             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997
                                       OR
[ ]            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
</TABLE>
 
             FOR THE TRANSITION PERIOD FROM ________ TO ________ .
                         COMMISSION FILE NUMBER 0-8565
 
                             MARINE PETROLEUM TRUST
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<C>                                            <C>
                    TEXAS                                        75-6008017
         (State or other jurisdiction                         (I.R.S. Employer
      of incorporation or organization)                     Identification No.)
          NATIONSBANK OF TEXAS, N.A.                             75283-0241
        P.O. BOX 830241, DALLAS, TEXAS                           (Zip Code)
   (Address of principal executive offices)
</TABLE>
 
       Registrant's telephone number, including area code (800) 985-0794
 
                                      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   X       No _____
 
     Indicate number of units of beneficial interest outstanding as of the last
practicable date.
 
<TABLE>
<CAPTION>
         Title of Each Class of Units              Number of Units of Beneficial Interest
            of Beneficial Interest                           September 30, 1997
         ----------------------------              --------------------------------------
<C>                                            <C>
         UNITS OF BENEFICIAL INTEREST                            2,000,000
</TABLE>
 
================================================================================
<PAGE>   2
 
PART I. FINANCIAL INFORMATION
 
                     MARINE PETROLEUM TRUST AND SUBSIDIARY
 
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                      SEPTEMBER 30, 1997 AND JUNE 30, 1997
                                  (UNAUDITED)
 
                                     ASSETS
 
<TABLE>
<CAPTION>
                                                              SEPTEMBER 30,     JUNE 30,
                                                                  1997            1997
                                                              -------------    ----------
<S>                                                           <C>              <C>
Current Assets:
  Cash and cash equivalents.................................   $1,799,157      $1,759,718
  Oil and gas royalties receivable..........................      567,720         835,230
  Receivable from affiliate.................................       51,844          64,580
                                                               ----------      ----------
          Total current assets..............................    2,418,722       2,659,528
                                                               ----------      ----------
Investment in affiliate.....................................      362,883         285,478
Office equipment, at cost less accumulated depreciation.....        1,761             272
Producing oil and gas properties............................            7               7
                                                               ----------      ----------
                                                               $2,783,372      $2,945,285
                                                               ==========      ==========
 
                              LIABILITIES AND TRUST EQUITY
 
Current Liabilities:
  Accounts payable..........................................   $  895,724      $  895,724
  Income taxes payable......................................        4,158           4,758
                                                               ----------      ----------
          Total current liabilities.........................      899,882         900,482
Trust Equity:
  Corpus -- authorized 2,000,000 units of beneficial
     interest,
     issued 2,000,000 units at nominal value................            8               8
  Undistributed income......................................    1,883,482       2,044,795
                                                               ----------      ----------
          Total trust equity................................    1,883,490       2,044,803
                                                               ----------      ----------
                                                               $2,783,372      $2,945,285
                                                               ==========      ==========
</TABLE>
 
                                        2
<PAGE>   3
 
                     MARINE PETROLEUM TRUST AND SUBSIDIARY
 
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                  THREE MONTHS
                                                              --------------------
                                                                1997        1996
                                                              --------    --------
<S>                                                           <C>         <C>
Income:
  Oil and gas royalties.....................................  $608,210    $861,011
  Equity in earnings of affiliate...........................   116,947      71,412
  Interest income of subsidiary.............................    25,293      26,084
                                                              --------    --------
                                                              $750,450    $958,507
                                                              --------    --------
Expenses:
  General and administrative................................    35,705      27,858
                                                              --------    --------
  Income before Federal income taxes........................   714,745     930,649
  Federal income taxes of subsidiary........................     2,400       3,000
                                                              --------    --------
          Net income........................................  $712,345    $927,649
                                                              ========    ========
Net income per unit.........................................  $    .36    $    .46
                                                              ========    ========
Distributions per unit......................................  $    .44    $    .50
                                                              ========    ========
</TABLE>
 
                                        3
<PAGE>   4
 
                     MARINE PETROLEUM TRUST AND SUBSIDIARY
 
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                 1997          1996
                                                              ----------    ----------
<S>                                                           <C>           <C>
Cash flows from operating activities:
  Net income................................................  $  712,345    $  927,649
  Adjustments to reconcile net income to net cash provided
     by operating activities:
     Depreciation...........................................         731           174
     Changes in assets and liabilities:
       Royalties receivable.................................     267,509        27,105
       Receivable from affiliate............................      12,736         6,248
       Employment tax payable...............................                      (995)
       Federal income taxes payable.........................        (600)        1,101
                                                              ----------    ----------
          Net cash provided by operating activities.........     992,721       961,282
                                                              ----------    ----------
Cash flows provided by (used in) investing activities:
       Purchase of office equipment.........................      (2,219)
       Decrease (increase) in undistributed earnings of
        affiliate...........................................     (77,405)       19,349
Cash flows from financing activities -- distributions to
  unitholders...............................................    (873,658)     (991,896)
                                                              ----------    ----------
          Net increase (decrease) in cash and cash
            equivalents.....................................      39,439       (11,265)
                                                              ----------    ----------
Cash and cash equivalents at beginning of period............   1,759,718     2,020,695
                                                              ----------    ----------
Cash and cash equivalents at end of period..................  $1,799,157    $2,009,430
                                                              ==========    ==========
</TABLE>
 
                                        4
<PAGE>   5
 
                     MARINE PETROLEUM TRUST AND SUBSIDIARY
 
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1997
                                  (UNAUDITED)
 
ACCOUNTING POLICIES
 
     The financial statements include the financial statements of Marine
Petroleum Trust (the "Trust") and its wholly-owned subsidiary, are condensed,
and should be read in conjunction with the annual report for the fiscal year
ended June 30, 1997. The financial statements included herein are unaudited, but
in the opinion of management include all adjustments necessary for a fair
presentation of the results of operations for the periods indicated.
 
UNDISTRIBUTED INCOME
 
     Undistributed income on September 30, 1997 includes $1,187,461 applicable
to the Trust and $696,022 applicable to Marine Petroleum Corporation, the
Trust's wholly-owned subsidiary. Distributions to unitholders are dependent on
the volume and price of oil and gas sold by others and will fluctuate from
quarter to quarter.
 
ACCOUNTS PAYABLE
 
     Marine Petroleum Corporation has provided an account payable of $895,724 to
cover possible refunds that may be required upon redetermination of gas prices
for royalty payments in prior periods.
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
FINANCIAL CONDITION -- LIQUIDITY AND CAPITAL RESOURCES
 
     The Trust is a "royalty trust" with overriding royalty interests in oil and
gas leases in the Gulf of Mexico. The Trust's indenture (and the charter and
by-laws of its subsidiary) expressly prohibit the operation of any kind of trade
or business. All royalties received by the Trust, less administrative expenses,
are distributed quarterly to unitholders. Since the Trust's sole purpose is to
collect and distribute cash collected from royalties, there are no requirements
for capital.
 
GENERAL
 
     Distributions to unitholders for the current quarter amounted to $.44 per
unit, down $.02 from the $.46 distributed in the previous quarter ended June 30,
1997. Net income for the current quarter was $.36 per unit, down $.09 per unit
from that realized in the previous quarter.
 
     Royalties from oil sales were down this quarter as compared to the June
1997 quarter. The quantity of oil sold decreased 7% and the average price
decreased 12%. Royalties from gas sales also decreased. The quantity of gas sold
decreased 18% and the average price remained about the same. Several factors are
involved in these results. The demand for gas typically declines during the
summer and some wells were shut in for a few
 
                                        5
<PAGE>   6
 
days in July due to hurricane Danny. When a hurricane is forecasted to enter the
Gulf of Mexico wells typically are shut in and personnel are evacuated. The
natural decline of the capability of a well to produce also may affect the
volume of product sold.
 
     Drilling operations continued at a brisk pace during the current quarter.
Since June 30, 1997, 14 drilling operations were in process. Results to date
have produced 3 wells that will produce oil or gas, 2 that were dry and
abandoned, 7 that still are in process and 2 for which permits for future
drilling were obtained. Most of the drilling is being conducted by Chevron in
the Eugene Island and South Timbalier areas.
 
     Income from the Trust's 32.6% equity in Tidelands Royalty Trust B increased
36% in the current quarter over that of the June 30, 1997 quarter. In July two
additional wells went on stream in the Galveston Block 303 Field. The additional
income from these wells is largely responsible for the increase.
 
     The Trust's revenues are derived from the oil and gas production activities
of unrelated parties. The Trust's revenues and distributions fluctuate from
period to period based upon factors beyond The Trust's control, including
without limitation the number of productive wells drilled and maintained on
leases subject to the Trust's interest, the level of production over time from
such wells and the prices at which the oil and gas from such wells is sold. The
Trust believes that it will continue to have revenues sufficient to permit
distributions to be made to unitholders for the foreseeable future, although no
assurance can be made regarding the amounts thereof. The foregoing sentence is a
forward-looking statement. Factors that might cause actual results to differ
from expected results include reductions in prices or demand for oil and gas,
which might then lead to decreased production; reductions in production due to
depletion of existing wells or disruptions in service, including as the result
of storm damage to production facilities, blowouts or other production
accidents, and geological changes such as cratering of productive formations;
expiration or release of leases subject to the Trust's interests; and the
discontinuation by parties subject to the contract dated April 30, 1951 between
Tidelands' predecessors and Gulf Oil Corporation of their efforts to obtain
leases in the area that is subject to Tidelands' interests.
 
RESULTS OF OPERATIONS -- THREE MONTHS ENDED SEPTEMBER 30, 1997
 
     Net income for the quarter ended September 30, 1997 amounted to $712,345,
which was approximately 23% less than the $927,649 realized in the comparable
period of 1996.
 
     The volume of oil sold decreased approximately 22% over the comparable
period last year, and the average price per barrel of oil decreased $2.44 to
$17.64 per bbl from $20.08 a year ago.
 
     Natural gas volumes sold decreased to 183,059 mcf in the current period
from 208,969 mcf for the comparable period last year. The average price
increased $.02 to $2.26 per mcf, from $2.24 a year ago.
 
     Income from oil royalties for the current quarter (exclusive of the equity
in Tidelands) was $300,722 and income from gas royalties was $307,488. In the
comparable period a year ago oil royalties amounted to $455,529 and income from
gas royalties amounted to $405,482.
 
     Income from the equity interest in Tidelands increased approximately 64% to
$116,947 in the current quarter and represents approximately 16% of the Trust's
net income. In the comparable quarter a year ago income from this source
amounted to $71,412 and was approximately 8% of the Trust's net income for that
period. See "-- General."
 
                                        6
<PAGE>   7
 
     The quantities of oil and gas sold and the average prices for oil and gas
(including the equity in Tidelands) for the three month periods ended September
30, 1997 and 1996 are presented in the following table:
 
<TABLE>
<CAPTION>
                                                                1997       1996
                                                              --------    -------
<S>                                                           <C>         <C>
OIL
  Barrels sold..............................................    17,919     23,102
  Average price.............................................  $  17.64    $ 20.08
 
NATURAL GAS
  mcf sold..................................................   183,059    208,969
  Average price.............................................  $   2.26    $  2.24
</TABLE>
 
PART II. OTHER INFORMATION
 
     There were no events reportable under Part II of the Quarterly Report on
Form 10-Q.
 
                                   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
 
                                            NationsBank of Texas, N.A., Trustee
 
November 13, 1997                           By:      /s/ PATRICIA COX
 
                                              ----------------------------------
                                                         Patricia Cox
                                                        Vice President
 
November 13, 1997                                    /s/ R. RAY BELL
 
                                            ------------------------------------
                                                Principal Accounting Officer
 
                                        7
<PAGE>   8
 
                               INDEX TO EXHIBITS
 
<TABLE>
<CAPTION>
     EXHIBIT NUMBER                              DESCRIPTION
     --------------                              -----------
<C>                      <S>
           27            -- Financial Data Schedule
</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JUN-30-1998
<PERIOD-START>                             JUL-01-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                       1,799,157
<SECURITIES>                                         0
<RECEIVABLES>                                  567,721
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             2,418,722
<PP&E>                                           1,768
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               2,783,372
<CURRENT-LIABILITIES>                          899,882
<BONDS>                                              0
<COMMON>                                             8
                                0
                                          0
<OTHER-SE>                                   1,883,482
<TOTAL-LIABILITY-AND-EQUITY>                 2,783,372
<SALES>                                        608,210
<TOTAL-REVENUES>                               750,450
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                35,705
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                714,745
<INCOME-TAX>                                     2,400
<INCOME-CONTINUING>                            712,345
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   712,345
<EPS-PRIMARY>                                      .36
<EPS-DILUTED>                                      .36
        

</TABLE>


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