Attached files
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended October 31, 2010 or
----------------
[ ] 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 1-8245
------
NORTH EUROPEAN OIL ROYALTY TRUST
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-2084119
----------------------- ------------------------------------
(State of organization) (IRS Employer Identification Number)
Suite 19A, 43 West Front Street, Red Bank, N.J. 07701
---------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: 732-741-4008
---------------------------------------------------------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
---------------------------- -----------------------------------------
Units of Beneficial Interest New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes No X
----- -----
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes No X
----- -----
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
----- -----
- 2 -
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (section
232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).
Yes No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
-----
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer", "accelerated
filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer Accelerated filer X
----- -----
Non-accelerated filer Smaller reporting company
----- -----
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes No X
----- -----
As of April 30, 2010, the aggregate market value of outstanding units of
beneficial interest of the registrant held by non-affiliates of the
registrant was $271,857,652 on such date.
As of December 30, 2010, there were 9,190,590 units of beneficial interest
("units") of the registrant outstanding.
Documents Incorporated by Reference
-----------------------------------
Items 10, 11, 12, 13 and 14 of Part III have been partially or wholly omitted
from this report and the information required to be contained therein is
incorporated by reference from the Registrant's definitive proxy statement
for the annual meeting to be held on February 15, 2011.
- 3 -
TABLE OF CONTENTS
Page
----
PART I
Item 1. Business..................................................... 4
Item 1A. Risk Factors................................................. 8
Item 1B. Unresolved Staff Comments.................................... 10
Item 2. Properties................................................... 10
Item 3. Legal Proceedings............................................ 13
PART II
Item 5. Market for Registrant's Units of Beneficial Interest,
Related Unit Owner Matters and Trust Purchases of Units
of Beneficial Interest...................................... 14
Item 6. Selected Financial Data...................................... 16
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 17
Item 7A. Quantitative and Qualitative Disclosures About Market Risk... 27
Item 8. Financial Statements and Supplementary Data.................. 28
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................... 38
Item 9A. Controls and Procedures...................................... 38
Item 9B. Other Information............................................ 38
PART III
Item 10. Directors, Executive Officers and Corporate Governance....... 41
Item 11. Executive Compensation....................................... 41
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.................. 41
Item 13. Certain Relationships and Related Transactions, and Director
Independence................................................ 41
Item 14. Principal Accountant Fees and Services....................... 42
PART IV
Item 15. Exhibits and Financial Statement Schedules................... 42
Signatures............................................................. 43
Exhibit Index.......................................................... 44
- 4 -
PART I
Item 1. Business.
--------
(a) General Development of Business.
-------------------------------
Registrant (the "Trust") is a grantor trust which, on behalf of
the owners of beneficial interest in the Trust (the "unit owners"), holds
overriding royalty rights covering gas and oil production in certain
concessions or leases in the Federal Republic of Germany. The rights are
held under contracts with local German exploration and development
subsidiaries of ExxonMobil Corp. ("ExxonMobil") and the Royal Dutch/Shell
Group of Companies ("Royal Dutch/Shell Group"). Under these contracts, the
Trust receives various percentage royalties on the proceeds of the sales of
certain products from the areas involved. At the present time, royalties
are received for sales of gas well gas, oil well gas, crude oil, distillate
and sulfur. See Item 2 of this Report for descriptions of the relationships
of these companies and certain of these contracts.
The royalty rights were received by the Trust from North European
Oil Company (the "Company") upon dissolution of the Company in September
1975. The Company was organized in 1957 as the successor to North European
Oil Corporation (the "Corporation"). The Trust is administered by trustees
(the "Trustees") under an Agreement of Trust dated September 10, 1975, as
amended (the "Trust Agreement").
Neither the Trust nor the Trustees on behalf of the Trust conduct
any active business activities or operations. The function of the Trustees
is to monitor, verify, collect, hold, invest and distribute the royalty
payments made to the Trust. Under the Trust Agreement, the Trustees make
quarterly distributions of the net funds received by the Trust on behalf of
the unit owners. Funds temporarily held by the Trust are invested in
interest bearing bank deposits, certificates of deposit, U.S. Treasury Bills
or other government obligations.
There has been no significant change in the principal operation or
purpose of the Trust during the past fiscal year.
As part of the Sarbanes-Oxley Act of 2002 ("SOX"), the Securities
and Exchange Commission (the "SEC") has adopted rules implementing
legislation concerning governance matters for publicly held entities. The
Trust is complying with the requirements of the SEC and SOX and, at this
time, the Trustees have chosen not to request any relief from those
provisions based on the passive nature of the Trust. In that connection, the
Trustees have directed that certain of the additional statements and
disclosures set forth or incorporated by reference in this Report, which the
SEC requires of corporations, be made even though some of such statements and
disclosures might not now or in the future be required to be made by the
Trust.
In addition, the New York Stock Exchange (the "NYSE"), where units
of beneficial interest of the Trust are listed for trading, has adopted
additional corporate governance rules as set forth in Section 303A of the
NYSE Listed Company Manual. Most of the governance requirements promulgated
by the NYSE are not applicable to the Trust, which is a passive entity acting
as a royalty trust and holds only overriding royalty rights. The Trust does
- 5 -
not engage in any operating or active business. The Trustees have, however,
chosen to constitute an Audit Committee and a Compensation Committee but may
not necessarily do so in the future.
(b) Financial Information about Segments.
------------------------------------
Since the Trust conducts no active business operations, an
analysis by segments is accordingly not applicable to the Trust. To the
extent that royalty income received by the Trust is attributable to sales
of different products, to sales from different geographic areas or to sales
by different operating companies, this information is set forth in Item 2 of
this Report and the Exhibit described in that Item 2.
(c) Narrative Description of Business.
---------------------------------
Under the Trust Agreement, the Trust conducts no active business
operations and is restricted to collection of income from royalty rights and
distribution to unit owners of the net income after payment of administrative
and related expenses.
The overriding royalty rights held by the Trust are derived from
contracts and agreements originally entered into by German subsidiaries of
the predecessor Corporation during the early 1930s. The Trust's primary
royalty rights are based on government granted concessions and remain in
effect as long as there are continued production activities and/or
exploration efforts by the operating companies. It is generally anticipated
that the operating companies will continue production where it remains
economically profitable for them to do so. In addition, the Trust holds
other royalty rights, which are based on leases which have passed their
original expiration dates. These leases remain in effect as long as there
is continued production or the lessor does not cancel the lease. Individual
lessors will normally not seek termination of the rights originally granted
because the leases provide for royalty payments to the lessors if sales of
oil or gas result from discoveries made on the leased land. Additionally,
termination by individual lessors would result in the escheat of mineral
rights to the applicable state.
Royalties are paid to the Trust on sales from production under
these leases and concessions by the operating companies on a regular monthly
or quarterly basis pursuant to the royalty agreements. The operating
companies make royalty payments to the Trust exclusively in Euros. Once
deposited in the Trust's bank account in Germany, the Euros are converted
into U.S. dollars at the rate in effect on the date of transfer to the
Trust's bank account in the U.S. The Trust does not engage in activities to
hedge against currency risk and the fluctuations in the conversion rate
impact its financial results. The Trust has not experienced any difficulty
in effecting the conversion of Euros into U.S. dollars.
As the holder of overriding royalty rights, the Trust has no legal
ability, whether by contract or operation of law, to compel production.
Moreover, if an operator should determine to terminate production in any
concession or lease area and to surrender the concession or lease, the
royalty rights for that area would thereby be terminated. Under certain
royalty agreements, the operating companies are required to advise the
- 6 -
Trust of any intention to surrender lease or concession rights. While the
Trust itself is precluded from undertaking any production activities,
possible residual rights might permit the Trust to take up a surrendered
concession or lease and attempt to retain a third party operator to develop
such concession or lease.
The exploration for and the production of gas and oil is a
speculative business. The Trust has no means of ensuring continued income
from its royalty rights at either their present levels or otherwise. The
Trust has no role in any of the operating companies' decision making
processes, such as gas pricing, gas sales or exploration, which can impact
royalty income. In addition, fluctuations in prices and supplies of gas
and oil and the effect these fluctuations might have on royalty income to
the Trust and on reserves net to the Trust cannot be accurately projected.
Given these factors, along with the uncertainty in worldwide and local
German economic conditions and the fact that the Trustees have no information
beyond that information which is generally available to the public, the
Trustees make no projections regarding future royalty income.
While Germany has laws relating to environmental protection, the
Trustees have no detailed information concerning the present or possible
effect of such laws on operations in areas where the Trust holds royalty
rights on production and sale of products from those areas.
Seasonal demand factors affect the income from royalty rights
insofar as they relate to energy demands and increases or decreases in
prices, but on average they are generally not material to the regular annual
income received under the royalty rights.
The Trust, either itself or in cooperation with holders of parallel
royalty rights, arranges for periodic examinations of the books and records
of the operating companies to verify compliance with the computation
provisions of the applicable agreements. From time to time, these
examinations disclose computational errors or errors from inappropriate
application of existing agreements and appropriate adjustments are requested
and made.
(d) Financial Information about Geographic Areas.
--------------------------------------------
The Trust does not engage in any active business operations, and
its sources of income are the overriding royalty rights covering gas, sulfur
and oil production in certain areas in Germany and interest on the funds
temporarily invested by the Trustees. In Item 2 of this Report, there is a
schedule (by product, geographic area and operating company) showing the
royalty income received by the Trust during the fiscal year ended
October 31, 2010.
- 7 -
(e) Trustees and Executive Officers of the Trust.
--------------------------------------------
As specified in the Trust Agreement, the affairs of the Trust are
managed by not more than five individual Trustees who receive compensation
determined under that same agreement. One of the Trustees is designated as
Managing Trustee and receives additional compensation in such capacity.
Robert P. Adelman has served as Managing Trustee (non-executive) since
November 1, 2006. In addition, Samuel M. Eisenstat serves as Chairman for
the Audit and Compensation Committees. Lawrence A. Kobrin serves as Clerk
to the Trustees, a role similar to that of a corporate secretary. For these
services these two individuals receive additional compensation.
Day-to-day matters are handled by the Managing Director, John R.
Van Kirk, who also serves as CEO and CFO. John R. Van Kirk has held the
position of Managing Director of the Trust since November 1990. The Managing
Director provides office space and services at cost to the Trust.
In addition to the Managing Director, the Trust has one
administrative employee in the United States, whose title is Administrator.
The Trust has retained the services of a consultant in Germany who has broad
experience in the petroleum industry and from whom it receives reports on a
regular basis. Because the Trust has only two employees, employee relations
or labor contracts are not directly material to the business or income of the
Trust. The Trustees have no information concerning employee relations of the
operating companies.
(f) Available Information.
---------------------
The Trust maintains a website at www.neort.com. The Trust's annual
reports on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K and related amendments are available free of charge through the
Trust's website as soon as reasonably practicable after such reports are
filed with or furnished to the SEC. The Trust's Code of Conduct and
Business Ethics, the Trustees' Regulations and the Trust's Audit Committee
Charter are also available on the Trust's website. The Trust's website and
the information contained in it and connected to it shall not be deemed
incorporated by reference into this Form 10-K.
- 8 -
Item 1A. Risk Factors.
------------
The results of operations and financial condition of the Trust are
subject to various risks. Some of these risks are described below, and you
should take such risks into account in evaluating the Trust or any investment
decision involving the Trust. This section does not describe all risks that
may be applicable to the Trust and it is intended only as a summary of
certain material risk factors. More detailed information concerning the risk
factors described below is contained in other sections of this Annual Report
on Form 10-K.
The Trust does not conduct any active business activities or operations and
---------------------------------------------------------------------------
has no legal ability to compel production.
-----------------------------------------
The Trust holds overriding royalty rights only. It is a passive
entity and conducts no operations. It can exert no influence on the
operating companies that conduct exploration, drilling, production and sales
activities in the areas covered by the Trust's overriding royalty rights.
Thus, the Trust has no means of ensuring continued income from its
overriding royalty rights. The failure of an operator to conduct its
operations, discharge its obligations, deal with regulatory agencies or
comply with laws, rules and regulations, including environmental laws
and regulations, in a proper manner could have an adverse effect on the
net proceeds payable to the Trust. The Trust also has no right to remove
or replace an operator.
The current operating companies are under no obligation to
continue operations in the royalty areas. The production and sale of proved
producing reserves of natural gas, from which the Trust derives its
royalties, reduces the amount of remaining reserves. If the operating
companies do not perform additional development projects which replace at
least a portion of the current production, the anticipated life of the Trust
will not be extended and could be shortened. Absent further additions to
the amount of proved producing reserves, production and sales will reach a
point in the future where the level of sales will no longer be commercially
viable and production will cease.
Trust reserve estimates depend on many assumptions that may prove to be
-----------------------------------------------------------------------
inaccurate, and these inaccuracies may cause errors in the reserve estimates.
----------------------------------------------------------------------------
The value of Trust units may depend in part on the reserves
attributable to the royalty areas. The calculations performed in the
process of estimating proved producing reserves are inherently uncertain.
The accuracy of any reserve estimate is a function of the quality of
available data, engineering interpretation and judgment, and the assumptions
used regarding the quantities of recoverable natural gas and the future
prices of crude oil and natural gas. The Trust currently receives quarterly
reports from the operating companies with respect to production and sales on
either a well-by-well or an area-wide basis. The Trust also receives annual
reports from the operating companies with respect to current and planned
drilling and exploration efforts. These reports are very limited in nature.
- 9 -
The unified exploration and production venture, ExxonMobil Production
Deutschland GmbH ("EMPG"), which provides these reports to the Trust,
continues to limit the information flow to that which is required by German
law, and the Trust has no legal or contractual right to compel the issuance
of additional information. The Trust's inability to compel the delivery of
detailed information with respect to individual wells increases the
possibility of inaccuracy in the petroleum engineering consultant's
estimates of reserves.
Actual production, revenues and expenditures by the operating
companies for the royalty areas, and therefore actual net proceeds payable
to the Trust, will vary from estimates and those variations could be material.
The effects of fluctuations in prices of gas and oil and changes in worldwide
-----------------------------------------------------------------------------
and local economic conditions on the royalty income paid to the Trust cannot
----------------------------------------------------------------------------
be accurately projected.
-----------------------
The Trust's distributions are highly dependent upon the prices
realized from the sale of natural gas and a decrease in such prices could
reduce the amount of cash distributions paid to unit owners.
Oil and natural gas prices and demand for these products can
fluctuate widely in response to a variety of factors that are beyond the
control of the Trust. Factors that contribute to these fluctuations include,
among others: (1) worldwide and German economic conditions and levels of
economic activity; (2) political and economic conditions in major oil
producing regions, especially in the Middle East and Russia; (3) weather
conditions; (4) the price of oil or natural gas imported into Germany; (5)
the level of consumer demand in Germany; (6) the increasing role of alternate
energy sources along with the German government's and European Union's role
in promoting those sources; and (7) German and European Union governmental
actions intended to broaden sources of energy supply.
When oil and natural gas prices decline, the Trust is affected in
two ways. First, net income from the royalty areas is reduced. Second,
exploration and development activity by the operating companies on the
royalty areas may decline as some projects may become uneconomic and are
either delayed or eliminated. It is impossible to predict future oil and
natural gas price movements, and this, along with other factors, make
future cash distributions to unit owners impossible to predict.
Changes in the dollar value of the Euro have both an immediate and long term
----------------------------------------------------------------------------
impact on the Trust.
-------------------
For unit owners, changes in the dollar value of the Euro have both
an immediate and long-term impact. The immediate impact is from the exchange
rate that is applied at the time the royalties, paid to the Trust in Euros,
are converted into U.S. dollars at the time of their transfer from Germany
to the United States. In relation to the dollar, a stronger Euro would yield
more dollars and a weaker Euro would yield less dollars.
- 10 -
The long-term impact relates to the mechanism of gas pricing
contained in the gas sales contracts negotiated by the operating companies.
These gas sales contracts often use the price of German light heating oil as
one of the primary pricing factors by which the price of gas is determined.
The price of German light heating oil, which is a refined product, is largely
determined by the price of the imported crude oil from which it was refined.
Oil on the international market is priced in dollars. However, when oil is
imported into Germany it is purchased in Euros, and at this point the dollar
value of the Euro becomes relevant. A weaker Euro would buy less oil making
that oil and the subsequently refined light heating oil more expensive.
A stronger Euro would buy more oil making that oil and the subsequently
refined light heating oil less expensive. Since changes in the price of
German light heating oil are subsequently reflected in the price of gas
through the gas sales contracts, the dollar/Euro relationship can make the
prices of gas higher or lower. The changes in gas prices that result from
changes in the prices of German light heating oil are only reflected after a
built-in delay of three to six months as specified in the individual gas
sales contracts.
Item 1B. Unresolved Staff Comments.
-------------------------
None.
Item 2. Properties.
----------
The properties of the Trust, which the Trust and Trustees hold
pursuant to the Trust Agreement on behalf of the unit owners, are overriding
royalty rights on sales of gas, sulfur and oil under certain concessions or
leases in the Federal Republic of Germany. The actual leases or concessions
are held either by Mobil Erdgas-Erdol GmbH ("Mobil Erdgas"), a German
operating subsidiary of ExxonMobil, or by Oldenburgische Erdolgesellschaft
("OEG"). As a result of direct and indirect ownership, ExxonMobil owns two-
thirds of OEG and the Royal Dutch/Shell Group owns one-third of OEG. The
Oldenburg concession (1,398,000 acres), covering virtually the entire former
Grand Duchy of Oldenburg and located in the federal state of Lower Saxony,
provides nearly 100% of the royalties received by the Trust. BEB Erdgas
und Erdol GmbH ("BEB"), a joint venture in which ExxonMobil and the Royal
Dutch/Shell Group each own 50%, administers the concession held by OEG.
In 2002, Mobil Erdgas and BEB formed EMPG to carry out all exploration,
drilling and production activities. All sales activities are still handled
by either Mobil Erdgas or BEB.
Under one set of rights covering the western part of the Oldenburg
concession (approximately 662,000 acres), the Trust receives a royalty
payment of 4% on gross receipts from sales by Mobil Erdgas of gas well gas,
oil well gas, crude oil and condensate (the "Mobil Agreement"). Under the
Mobil Agreement there is no deduction of costs prior to the calculation of
royalties from gas well gas and oil well gas, which together account for
approximately 99% of all the royalties under said agreement. Historically,
the Trust has received significantly greater royalty payments under the Mobil
Agreement (as compared to the OEG Agreement described below) due to the
higher royalty rate specified by that agreement.
- 11 -
The Trust is also entitled under the Mobil Agreement to receive a
2% royalty on gross receipts of sales of sulfur obtained as a by-product of
sour gas produced from the western part of Oldenburg. The payment of the
sulfur royalty is conditioned upon sales of sulfur by Mobil Erdgas at a
selling price above an agreed upon base price. This base price is adjusted
annually by an inflation index. When the average selling price falls below
the indexed base price, no royalties are payable. Up until the second
quarter of fiscal 2008, the Trust had not received any royalties from sulfur
sales under the Mobil Agreement for over 10 years because the selling price
was below the indexed base price. The average selling price for sulfur
exceeded the indexed base price, and the Trust received sulfur royalties
under the Mobil Agreement, during the second, third and fourth quarters of
fiscal 2008, the first quarter of fiscal 2009 and the third quarter of fiscal
2010. Sulfur royalties under the Mobil Agreement totaled $974,691, $244,874
and $78,870 during fiscal 2008, 2009 and 2010, respectively.
Under another set of rights covering the entire Oldenburg
concession and pursuant to the agreement with OEG, the Trust receives
royalties at the rate of 0.6667% on gross receipts from sales by BEB of gas
well gas, oil well gas, crude oil, condensate and sulfur (removed during the
processing of sour gas) less a certain allowed deduction of costs (the "OEG
Agreement"). Under the OEG Agreement, 50% of the field handling, treatment
and transportation costs as reported for state royalty purposes are deducted
from the gross sales receipts prior to the calculation of the royalty to be
paid to the Trust. In 2008, NV Nederlandse Gasunie (the state owned Dutch
gas distribution company) completed the purchase of BEB's North German gas
distribution and transmission network. As part of its normal biennial
examination of the operating companies, the Trust's German accountants, on
behalf of the Trust, completed their examination of the royalty payments for
2007-08. While the pipeline sale occurred in the latter half of 2008, the
accountants confirmed that transportation costs continued in accordance with
the authorized indexed flat rate throughout this period and that the method
of royalty calculation has not been affected. The Trust will continue to
monitor the situation but, to date, the Trust has not received any indications
that this pipeline sale would affect the method of royalty calculations.
In addition to the Oldenburg area, the Trust also holds overriding
royalties at various rates on a number of leases of various sizes in other
areas of northwest Germany. At the present time, all but one of these leases
are in the non-producing category. Due to the low level of income and the
intermittent gas production from the single producing lease, Grosses Meer,
reserves from this lease are not included in reserve calculations for this
report year. In 2008, the German authorities requested that the operating
companies conduct a reservoir analysis of the Grosses Meer leasehold area to
determine whether the royalties were being properly allocated based on the
locations of the gas reserves. Until this analysis was completed and a final
accounting could be made, the payment of royalties to the Trust was
suspended. The final accounting of royalties was completed in the third
quarter of 2010. The period of adjustment covered the years 2005 through
2009 and the first quarter of calendar 2010. Royalties payable to the Trust
for this period totaled $61,548, which the Trust received in its third fiscal
quarter. With a further negative adjustment covering calendar 2009 and low
production during the remainder of the year, royalty income from Grosses Meer
for the remainder of fiscal 2010 was minimal.
- 12 -
The following is a schedule of royalty income for the fiscal year
ended October 31, 2010 by product, geographic area and operating company:
BY PRODUCT:
-----------
Product Royalty Income
------- --------------
Gas Well and Oil Well Gas $ 19,085,490
Sulfur $ 336,016
Oil $ 223,825
BY GEOGRAPHIC AREA:
-------------------
Area Royalty Income
---- --------------
Western Oldenburg $ 16,067,920
Eastern Oldenburg $ 3,515,735
Non-Oldenburg Areas $ 61,676
BY OPERATING COMPANY:
---------------------
Company Royalty Income
------- --------------
Mobil Erdgas (under the Mobil Agreement) $ 13,968,458
BEB (under the OEG Agreement) $ 5,676,873
Exhibit 99.1 to this Report is a report entitled Calculation of Cost
Depletion Percentage for the 2010 Calendar Year Based on the Estimate of
Remaining Proved Producing Reserves in the Northwest Basin of the Federal
Republic of Germany as of October 1, 2010 (the "Cost Depletion Report").
The Cost Depletion Report, dated December 17, 2010, was prepared by Ralph E.
Davis Associates, Inc., 1717 St. James Place, Suite 460, Houston, Texas 77056
("Davis Associates"). Davis Associates is an independent petroleum and
natural gas consulting organization specialized in analyzing hydrocarbon
reserves.
The Cost Depletion Report provides documentation supporting the
calculation of the cost depletion percentage for the 2010 calendar year based
on the use of certain production data and the estimated net proved producing
reserves as of October 1, 2010 for the primary area in which the Trust holds
overriding royalty rights. The cost depletion percentage is prepared for the
Trust's unit owners for tax reporting purposes. In order to permit timely
filing of the Cost Depletion Report and consistent with the practice of the
Trust in prior years, the information has been prepared for the 12-month
period ended September 30, 2010, which is one month prior to the end of the
fiscal year of the Trust. Unit owners are referred to the full text of the
Cost Depletion Report contained herein for further details.
The primary purpose of the Cost Depletion Report is the preparation
of the cost depletion percentage for use by unit owners in their own tax
reporting. The only information provided to the Trust that can be utilized
in the calculation of the cost depletion percentage is current and historical
production and sales of proved producing reserves. For the western half of
the Oldenburg Concession, the Trust received quarterly production and sales
- 13 -
information on a well-by-well basis. For the eastern half of the Oldenburg
Concession, the Trust receives cumulative quarterly production and sales
information on two general areas. These general areas encompass numerous
fields with varying numbers of wells. Pursuant to the arrangements under
which the Trust holds royalty rights and the fact that the Trust is not
considered an operating company within Germany, the Trust has no access to
the operating companies' proprietary information concerning producing field
reservoir data. The Trustees have been advised by its German counsel that
publication of such information is not required under applicable law in
Germany and that the royalty rights do not grant the Trust the right to
require or compel the release of such information. Past efforts to obtain
such information from the operating companies have not been successful.
The information made available to the Trust by the operating companies does
not include any of the following: reserve estimates, capitalized costs,
production cost estimates, revenue projections, producing field reservoir
data (including pressure data, permeability, porosity and thickness of
producing zone) or other similar information. While the limited information
available to the Trust permits the calculation of the cost depletion
percentage, it does not change the uncertainty with respect to the estimate
of proved producing reserves. In addition, it is impossible for the Trust or
its consultant to make estimates of proved undeveloped or probable future net
recoverable oil and gas by appropriate geographic areas.
The Trust has the authority to examine, but only for certain
limited purposes, the operating companies' sales and production from the
royalty areas. The Trust also has access to published materials in Germany
from W.E.G.(a German organization equivalent to the American Petroleum
Institute or the American Gas Association). The use of such statistical
information relating to production and sales necessarily involves
extrapolations and projections. Both Davis Associates and the Trustees
believe the use of the material available is appropriate and suitable for
preparation of the cost depletion percentage and the estimates described in
the Cost Depletion Report. Both the Trustees and Davis Associates believe
this report and these estimates to be reasonable and appropriate but assume
that these estimates may vary from statistical estimates which could be made
if reservoir production information (of the kind normally available to
producing companies in the United States) were available. The limited
information available makes it inappropriate to make projections or estimates
of proved or probable reserves of any category or class other than the
estimated net proved producing reserves described in the Cost Depletion
Report.
Attachment A of the Cost Depletion Report shows a schedule of
estimated net proved producing reserves of the Trust's royalty properties,
computed as of October 1, 2010 and a five year schedule of gas, sulfur and
oil sales for the twelve months ended September 30, 2010, 2009, 2008, 2007
and 2006 computed from quarterly sales reports of operating companies
received by the Trust during such periods.
Item 3. Legal Proceedings.
-----------------
The Trust is not party to any material pending legal proceeding.
- 14 -
PART II
Item 5. Market for the Registrant's Units of Beneficial Interest,
---------------------------------------------------------
Related Unit Owner Matters and Trust Purchases of Units of
----------------------------------------------------------
Beneficial Interest.
-------------------
The Trust's units of beneficial interest are listed for trading on
the New York Stock Exchange under the symbol NRT. Under the Trust Agreement,
the Trustees distribute to unit owners, on a quarterly basis, the net royalty
income after deducting expenses and reserving limited funds for anticipated
administrative expenses. As of November 30, 2010, there were 1,024 unit
owners of record.
The following table presents the high and low closing prices for
the quarterly periods ended in fiscal 2010 and 2009 as reported by the NYSE
as well as the cash distributions paid to unit owners by quarter for the past
two fiscal years.
FISCAL YEAR 2010
----------------
Low High Distribution
Closing Closing per
Quarter Ended Price Price Unit
------------- --------- --------- ------------
January 31, 2010 $30.45 $33.00 $0.50
April 30, 2010 $28.70 $32.24 $0.51
July 31, 2010 $26.08 $29.97 $0.47
October 31, 2010 $25.49 $28.57 $0.56
FISCAL YEAR 2009
----------------
Low High Distribution
Closing Closing per
Quarter Ended Price Price Unit
------------- --------- --------- ------------
January 31, 2009 $20.00 $33.60 $1.06
April 30, 2009 $21.80 $29.65 $0.99
July 31, 2009 $27.70 $36.70 $0.58
October 31, 2009 $28.27 $35.48 $0.38
The quarterly distributions to unit owners represent their
undivided interest in royalty payments from sales of gas, sulfur and oil
during the previous quarter. Each unit owner is entitled to recover a
portion of his or her investment in these royalty rights through a cost
depletion percentage. The calculation of this cost depletion percentage is
set forth in detail in Attachment B to the Cost Depletion Report attached as
Exhibit 99.1 to this Form 10-K.
- 15 -
The Cost Depletion Report has been prepared by Davis Associates
using the limited information described in Item 2 of this Report to which
reference is made. The Trustees believe that the calculations and
assumptions used in the Cost Depletion Report are reasonable according to
the facts and circumstances of available information. The cost depletion
percentage recommended by the Trust's independent petroleum and natural gas
consultants for calendar 2010 is 8.1743%. Specific details relative to the
Trust's income and expenses and cost depletion percentage as they apply to
the calculation of taxable income for the 2010 calendar year are included on
a special removable page in the 2010 Annual Report under "Note to Unit
Owners." Additionally, the tax reporting information for 2010 is available
on the Trust's website, www.neort.com, in the section marked Tax Letters
contained within the Tax Information section.
The Trust does not maintain any compensation plans under which
units are authorized for issuance. The Trust did not make any repurchases of
Trust units during fiscal 2010, 2009 or 2008 and has never made such
repurchases.
- 16 -
Item 6. Selected Financial Data.
-----------------------
NORTH EUROPEAN OIL ROYALTY TRUST
--------------------------------
SELECTED FINANCIAL DATA (CASH BASIS)
------------------------------------
FOR FIVE FISCAL YEARS ENDED OCTOBER 31, 2010
----------------------------------------------
2010 2009 2008 2007 2006
----------- ----------- ----------- ----------- -----------
German gas,
sulfur
and oil
royalties
received $19,645,331 $28,724,078 $34,645,159 $27,484,254 $31,079,122
=========== =========== =========== =========== ===========
Net Income $18,720,265 $27,699,228 $33,665,138 $26,739,669 $30,258,944
=========== =========== =========== =========== ===========
Net Income
per unit(a) $2.04 $3.01 $3.66 $2.91 $3.29
===== ===== ===== ===== =====
Units of
beneficial
interest
outstanding
at end
of year(a) 9,190,590 9,190,590 9,190,590 9,190,590 9,190,590
Distributions
paid or
to be paid:
Dividends and
distributions
per unit paid
to formerly
unlocated
unit owners .00 .00 .00 .00 .02
Distributions
per unit paid
or to be paid
to unit owners $2.04 $3.01 $3.66 $2.91 $3.28
===== ===== ===== ===== =====
Total assets
at year end $5,211,966 $3,586,198 $9,524,530 $5,912,621 $7,204,251
========== =========== =========== =========== ==========
(a) Net income per unit was calculated based on the number
of units outstanding at the end of the fiscal year.
- 17 -
Item 7. Management's Discussion and Analysis of Financial Condition
-----------------------------------------------------------
and Results of Operations.
-------------------------
Executive Summary
-----------------
The Trust is a passive fixed investment trust which holds overriding
royalty rights, receives income under those rights from certain operating
companies, pays its expenses and distributes the remaining net funds to its
unit owners. As mandated by the Trust Agreement, distributions of income are
made on a quarterly basis. These distributions, as determined by the
Trustees, constitute substantially all of the funds on hand after provision
is made for Trust expenses then anticipated.
The Trust does not engage in any business or extractive operations
of any kind in the areas over which it holds royalty rights and is precluded
from engaging in such activities by the Trust Agreement. There are no
requirements, therefore, for capital resources with which to make capital
expenditures or investments in order to continue the receipt of royalty
revenues by the Trust.
The properties of the Trust are described in Item 2. Properties of
this report. Of particular importance with respect to royalty income are the
two royalty agreements, the Mobil Agreement and the OEG Agreement. The Mobil
Agreement covers gas sales from the western part of the Oldenburg concession.
Under the Mobil Agreement, the Trust has traditionally received the majority
of its royalty income due to the higher royalty rate of 4%. The OEG Agreement
covers gas sales from the entire Oldenburg concession but the royalty rate of
0.6667% is significantly lower and gas royalties have been correspondingly
lower.
The operating companies pay monthly royalties to the Trust based
on their sales of natural gas, sulfur and oil. Of these three products,
natural gas provides approximately 97% of the total royalties. The amount of
royalties paid to the Trust is primarily based on four factors: the amount of
gas sold, the price of that gas, the area from which the gas is sold and the
exchange rate.
Effective with the Trust's third quarter of fiscal 2010, the new
royalty payment schedule was fully implemented. At approximately the 25th
of the months of January, April, July and October, the operating companies
calculate the amount of gas sold during the previous calendar quarter and
determine the amount of royalties that were payable to the Trust based on
those sales. This amount forms the basis for royalty payments for the Trust's
upcoming fiscal quarter and for any adjustment for the prior calendar quarter.
For example, on January 25th the operating companies calculate gas sales and
attributable royalties payable for the months of October through December.
This amount is divided into thirds and forms the monthly royalty payments
(payable on the 15th of each month) to the Trust for its fiscal quarter
running from February through April. Continuing in this example, at the same
time that the operating companies determine the actual amount of royalties
that were payable for months of October through December, they look at the
actual amount of royalties that were paid to the Trust during that same
period and calculate the difference between what was paid and what was
payable. Additional amounts payable by the operating companies would be paid
immediately in January and any overpayment would be deducted from the February
payment. The operating companies continue their calculations through the
- 18 -
calendar year. In September of each year, the operating companies make the
final determination of any necessary royalty adjustments for the prior
calendar year.
There are two types of natural gas found within the Oldenburg
concession, sweet gas and sour gas. Sweet gas has little or no contaminants
and needs no treatment before it can be sold. In recent years, sweet gas
has assumed the role of swing producer. During periods of high demand, the
production of sweet gas is increased as necessary. During the summer months,
sweet gas production is reduced due to a general decline in demand. On the
other hand, sour gas must be processed at either the Grossenkneten or the
Norddeutsche Erdgas-Aufbereitungs GmbH ("NEAG") desulfurization plants before
it can be sold. The desulfurization process removes hydrogen sulfide and
other contaminants. The hydrogen sulfide in gaseous form is converted to
sulfur in a solid form and sold separately. For efficiency purposes, the
desulfurization plants are operated at capacity on a continual basis. Any
excess production from the plants is stored in underground storage for higher
demand periods. As needed, the operators conduct maintenance on the plants,
generally during the summer months when demand is lower.
Under the Mobil and OEG Agreements, the gas is sold to various
distributors under long term contracts which delineate, among other
provisions, the timing, manner, volume and price of the gas sold. The
pricing mechanisms contained in these contracts include a delay factor of
three to six months and use the price of light heating oil in Germany as one
of the primary pricing components. Since Germany must import a large
percentage of its energy requirements, the U.S. dollar price of oil on the
international market has a significant impact on the price of light heating
oil and a delayed impact on the price of gas. The Trust itself does not have
access to the specific sales contracts under which gas from the Oldenburg
concession is sold. Working under a confidentiality agreement with the
operating companies, the Trust's German accountant reviews these contracts
periodically on behalf of the Trust to verify the correctness of application
of the Agreement formulas for the computation of royalty payments. The
examination covering the calendar years 2005-2006 resulted in an adjustment
payment that is detailed in the first paragraph of the Results: Fiscal 2009
versus Fiscal 2008, which follows. As part of the resolution of these
matters, the Trust also agreed to some minor administrative changes to the
timing of interim royalty payments made during each quarter and the annual
reconciliation computation. None of these changes are expected to have a
material effect on payments made to the Trust. The Trust's accountants in
Germany have concluded their examination of the operating companies for the
2007-2008 period. The examination brought to light certain minor accounting
discrepancies and, in addition, raised certain legal issues with respect to
the interpretation of the royalty contracts. The Trust and the operating
companies are in discussions in an effort to resolve these legal issues.
The Trust does not anticipate that any resolution achieved with regard to
these legal matters will be material.
For unit owners, changes in the dollar value of the Euro have both
an immediate and long-term impact. The immediate impact is from the exchange
rate that is applied at the time the royalties, paid to the Trust in Euros,
are converted into U.S. dollars at the time of their transfer from Germany to
the United States. In relation to the dollar, a stronger Euro would yield
more dollars and a weaker Euro would yield less dollars. The long-term impact
relates to the mechanism of gas pricing contained in the gas sales contracts
negotiated by the operating companies. These gas sales contracts often use
the price of German light heating oil as one of the primary pricing factors by
which the price of gas is determined. The price of German light heating oil,
- 19 -
which is a refined product, is largely determined by the price of the
imported crude oil from which it was refined. Oil on the international
market is priced in dollars. However, when oil is imported into Germany it
is purchased in Euros, and at this point the dollar value of the Euro becomes
relevant. A weaker Euro would buy less oil making that oil and the
subsequently refined light heating oil more expensive. A stronger Euro would
buy more oil making that oil and the subsequently refined light heating oil
less expensive. Since changes in the price of German light heating oil are
subsequently reflected in the price of gas through the gas sales contracts,
the dollar/Euro relationship can make the prices of gas higher or lower.
The changes in gas prices that result from changes in the prices of German
light heating oil are only reflected after a built-in delay of three to six
months as specified in the individual gas sales contracts.
Seasonal demand factors affect the income from the Trust's royalty
rights insofar as they relate to energy demands and increases or decreases in
prices, but on average they are generally not material to the annual income
received under the Trust's royalty rights.
The Trust has no means of ensuring continued income from overriding
royalty rights at their present level or otherwise. The Trust's current
consultant in Germany provides general information to the Trust on the German
and European economies and energy markets. This information provides a
context in which to evaluate the actions of the operating companies. In his
position as consultant, he receives reports from the operating companies with
respect to current and planned drilling and exploration efforts. However,
the unified exploration and production venture, EMPG, which provides the
reports to the Trust's consultant, continues to limit the information flow to
that which is required by German law.
The low level of administrative expenses of the Trust limits the
effect of inflation on costs. Sustained price inflation would be reflected
in sales prices, which with sales volumes form the basis on which the
royalties paid to the Trust are computed. The impact of inflation or
deflation on energy prices in Germany is delayed by the use in certain long-
term gas sales contracts of a delay factor of three to six months prior to the
application of any changes in light heating oil prices to gas prices.
Results: Fiscal 2010 versus Fiscal 2009
----------------------------------------
For fiscal 2010, the Trust's gross royalty income decreased 31.61%
to $19,645,331 from $28,724,078 in fiscal 2009. The decrease in royalty
income is due to declines in gas prices, gas sales and average exchange
rates. The decrease in the amount of royalty income resulted in the lower
distributions. The total distribution for fiscal 2010 was $2.04 per unit
compared to $3.01 per unit for fiscal 2009. As in prior years, the Trust
receives adjustments from the operating companies based on their final
calculations of royalties payable during the previous calendar year. As an
adjustment for the prior calendar year, the Trust received the equivalent of
$0.0473 and $0.1090 per unit during fiscal 2010 and 2009, respectively.
In addition, the Trust's German accountants discovered calculation errors
by the operating companies related to discrepancies in the determination of
average gas prices for the 2005-2006 period. Following the required
recalculation, the Trust received the equivalent of $0.1013 per unit as an
adjustment during fiscal 2009.
- 20 -
Under the Mobil Agreement, gas sales declined 14.19% to 43.561
Billion cubic feet ("Bcf") in fiscal 2010 from 50.766 Bcf in fiscal 2009. It
is possible that worldwide and European economic factors may have contributed
to this decline. However, it is impossible to determine to what extent, if
any, these factors may have impacted gas sales beyond the natural decline in
gas production due to the normal reduction in well pressure experienced over
time.
Quarterly and Yearly Gas Sales under the Mobil Agreement in Billion cubic feet
------------------------------------------------------------------------------
Fiscal Quarter 2010 Gas Sales 2009 Gas Sales Percentage Change
-------------- ---------------- ---------------- -----------------
First 11.861 13.699 -13.42%
Second 11.331 12.839 -11.75%
Third 11.770 12.290 - 4.23%
Fourth 8.599 11.938 -27.97%
-------------- ---------------- ---------------- -----------------
Fiscal Year Total 43.561 50.766 -14.19%
Average prices for gas sold under the Mobil Agreement decreased
18.07% to 1.9099 Eurocents per Kilowatt hour ("Ecents/Kwh") in fiscal 2010
from 2.3310 Ecents/Kwh in fiscal 2009. In comparison to the prior fiscal
year, gas prices showed a decline over the prior year in the first and second
quarters of fiscal 2010 as well as in average for the year. However, from a
low point experienced in the fourth quarter of fiscal 2009, gas prices have
steadily improved throughout fiscal 2010 on a quarter over quarter basis
since that low point.
Average Gas Prices under the Mobil Agreement in Euro cents per Kilowatt Hour
------------------------------------------------------------------------------
Fiscal Quarter 2010 Gas Prices 2009 Gas Prices Percentage Change
-------------- ----------------- ----------------- -----------------
First 1.6491 3.1861 -48.24%
Second 1.9035 2.7105 -29.77%
Third 1.9666 1.8579 + 5.85%
Fourth 2.2021 1.4274 +54.27%
-------------- ----------------- ----------------- -----------------
Fiscal Year Avg. 1.9099 2.3310 -18.07%
Converting gas prices into more familiar terms, using the average
exchange rate, yielded a price of $7.37 per thousand cubic feet ("Mcf"), a
19.37% decrease over fiscal 2009's average price of $9.14/Mcf. For fiscal
2010, royalties paid under the Mobil Agreement were transferred at an
average Euro/dollar exchange rate of $1.3421, a decrease of 1.28% from the
average Euro/dollar exchange rate of $1.3595 for fiscal 2009.
Average Euro Exchange Rate under the Mobil Agreement
----------------------------------------------------------------------------
2010 Average 2009 Average
Fiscal Quarter Euro Exchange Rate Euro Exchange Rate Percentage Change
-------------- ------------------ ------------------ -----------------
First 1.4499 1.3388 + 8.30%
Second 1.3586 1.3151 + 3.31%
Third 1.2522 1.4061 -10.95%
Fourth 1.3262 1.4620 - 9.29%
-------------- ------------------ ------------------ -----------------
Fiscal Year Avg. 1.3421 1.3595 - 1.28%
- 21-
Excluding the effects of differences in prices and average exchange
rates, the combination of royalty rates on gas sold from western Oldenburg
results in an effective royalty rate approximately seven times higher than
the royalty rate on gas sold from eastern Oldenburg. This is of particular
significance to the Trust since gas sold from western Oldenburg provides the
bulk of royalties paid to the Trust. For fiscal 2010, gas sales from western
Oldenburg accounted for only 38.24% of all gas sales. However, western
Oldenburg gas royalties provided approximately 82.54% or $15,703,321 out of
a total of $19,023,814 in overall Oldenburg gas royalties.
Under the OEG Agreement, gas sales decreased 11.53% to 113.924 Bcf
in fiscal 2010 from 128.776 Bcf in fiscal 2009. It is possible that worldwide
and European economic factors may have contributed to this decline. However,
as noted above, it is impossible to determine to what extent, if any, these
factors may have impacted gas sales beyond the natural decline in gas
production due to the normal reduction in well pressure experienced over time.
Quarterly and Yearly Gas Sales under the OEG Agreement in Billion cubic feet
----------------------------------------------------------------------------
Fiscal Quarter 2010 Gas Sales 2009 Gas Sales Percentage Change
-------------- ---------------- ---------------- -----------------
First 30.616 34.350 -10.87%
Second 30.083 32.416 - 7.20%
Third 30.131 31.205 - 3.44%
Fourth 23.094 30.805 -25.03%
-------------- ---------------- ---------------- -----------------
Fiscal Year Total 113.924 128.776 -11.53%
Average gas prices for gas sold under the OEG Agreement decreased
20.44% to 2.0996 Ecents/Kwh in fiscal 2010 from 2.6389 Ecents/Kwh in fiscal
2009. In comparison to the prior fiscal year, gas prices showed a decline
over the prior year in the first through third quarters of fiscal 2010 as
well as in the average for the year. However, from a low point experienced
in the fourth quarter of fiscal 2009, gas prices have steadily improved
throughout fiscal 2010 on a quarter over quarter basis since that low point.
Average Gas Prices under the OEG Agreement in Euro cents per Kilowatt Hour
----------------------------------------------------------------------------
Fiscal Quarter 2010 Gas Prices 2009 Gas Prices Percentage Change
-------------- ----------------- ----------------- -----------------
First 1.9151 3.4411 -44.35%
Second 2.0857 3.1818 -34.45%
Third 2.1186 2.1681 - 2.28%
Fourth 2.3395 1.6487 +41.90%
-------------- ----------------- ----------------- -----------------
Fiscal Year Avg. 2.0996 2.6389 -20.44%
Converting gas prices into more familiar terms, using the average
exchange rate, yielded a price of $7.88/Mcf, a 21.36% decrease over fiscal
2009's average price of $10.02/Mcf. For fiscal 2010, royalties paid under
the OEG Agreement were transferred at an average Euro/dollar exchange rate
of $1.3479, an increase of 0.26% from the average Euro/dollar exchange rate
of $1.3444 for fiscal 2009.
- 22-
Average Euro Exchange Rate under the OEG Agreement
----------------------------------------------------------------------------
2010 Average 2009 Average
Fiscal Quarter Euro Exchange Rate Euro Exchange Rate Percentage Change
-------------- ------------------ ------------------ -----------------
First 1.4405 1.3382 + 7.64%
Second 1.3403 1.2987 + 3.20%
Third 1.2596 1.3946 - 9.68%
Fourth 1.3305 1.4544 - 8.52%
-------------- ------------------ ------------------ -----------------
Fiscal Year Avg. 1.3479 1.3444 + 0.26%
Reflecting both the reduction in funds available for short-term
investment and the significantly lower interest rates in effect, interest
income for fiscal 2010 decreased to $7,359 from $11,471 for fiscal 2009.
Trust expenses decreased 10.03% to $932,425 in fiscal 2010 from $1,036,321
in fiscal 2009, primarily due to reduced Trustees' fees as specified
according to the provisions of the Trust Agreement.
Results: Fiscal 2009 versus Fiscal 2008
----------------------------------------
For fiscal 2009, the Trust' gross royalty income decreased 17.09% to
$28,724,078 from $34,645,159 in fiscal 2008. The decrease in royalty income
is due to declines in both gas prices and gas sales, which were only partially
offset by an increase in the average exchange rates. The decrease in the
amount of royalty income resulted in the lower distributions. The total
distribution for fiscal 2009 was $3.01 per unit compared to $3.66 per unit
for fiscal 2008. As in prior years, the Trust receives adjustments from the
operating companies based on their final calculations of royalties payable
during the previous calendar year. As an adjustment for the prior calendar
year, the Trust received the equivalent of $0.1090 and $0.0862 per unit
during fiscal 2009 and 2008, respectively. In addition, the Trust's German
accountants discovered calculation errors by the operating companies related
to discrepancies in the determination of average gas prices for the 2005-2006
period. Following the required recalculation, the Trust received the
equivalent of $0.1013 per unit as an adjustment during fiscal 2009.
Under the Mobil Agreement, gas sales decreased 6.19% to 50.766
Bcf in fiscal 2009 from 54.114 Bcf in fiscal 2008. The worldwide economic
disruption may have contributed to the decline in gas sales. However, it
is impossible to determine to what extent this and other factors may have
impacted gas sales beyond the natural decline in gas production due to the
normal reduction in well pressure experienced over time.
Quarterly and Yearly Gas Sales under the Mobil Agreement in Billion cubic feet
------------------------------------------------------------------------------
Fiscal Quarter 2009 Gas Sales 2008 Gas Sales Percentage Change
-------------- ---------------- ---------------- -----------------
First 13.699 14.251 - 3.87%
Second 12.839 14.004 - 8.32%
Third 12.290 12.314 - 0.19%
Fourth 11.938 13.545 -11.86%
-------------- ---------------- ---------------- -----------------
Fiscal Year Total 50.766 54.114 - 6.19%
- 23-
Average gas prices for gas sold under the Mobil Agreement decreased
2.56% to 2.3310 Ecents/Kwh in fiscal 2009 from 2.3922 Ecents/Kwh in fiscal
2008. For the first half of fiscal 2009 gas prices increased significantly
reflecting the impact of the very high oil prices experienced in the prior
year. The second half of fiscal 2009, however, reflected the impact of the
substantial decline in oil prices following the peak prices experienced in
the summer of 2008.
Average Gas Prices under the Mobil Agreement in Euro cents per Kilowatt Hour
----------------------------------------------------------------------------
Fiscal Quarter 2009 Gas Prices 2008 Gas Prices Percentage Change
-------------- ----------------- ----------------- -----------------
First 3.1861 2.0876 +52.62%
Second 2.7105 2.2876 +18.49%
Third 1.8579 2.4704 -24.79%
Fourth 1.4274 2.7510 -48.11%
-------------- ----------------- ----------------- -----------------
Fiscal Year Avg. 2.3310 2.3922 - 2.56%
Converting gas prices into more familiar terms, using the average
exchange rate, yielded a price of $9.14/Mcf, a 10.74% decrease over fiscal
2008's average price of $10.24/Mcf. For fiscal 2009, royalties paid under
the Mobil Agreement were transferred at an average Euro/dollar exchange rate
of $1.3621, a decrease of 8.48% from the average Euro/dollar exchange rate
of $1.4883 for fiscal 2008.
Excluding the effects of differences in prices and average exchange
rates, the combination of royalty rates on gas sold from western Oldenburg
results in an effective royalty rate approximately seven times higher than
the royalty rate on gas sold from eastern Oldenburg. This is of particular
significance to the Trust since gas sold from western Oldenburg provides the
bulk of royalties paid to the Trust. For fiscal 2009, gas sales from western
Oldenburg accounted for only 39.42% of all gas sales. However, royalties on
these gas sales provided approximately 82.52% or $23,048,569 out of a total
of $27,929,320 in Oldenburg royalties attributable to gas.
Under the OEG Agreement, gas sales decreased 2.89% to 128.776 Bcf in
fiscal 2009 from 132.611 Bcf in fiscal 2008. A combination of reduced demand
caused by the economic disruption as well as the normal production decline may
account for the decline in gas sales.
Quarterly and Yearly Gas Sales under the OEG Agreement in Billion cubic feet
----------------------------------------------------------------------------
Fiscal Quarter 2009 Gas Sales 2008 Gas Sales Percentage Change
-------------- ---------------- ---------------- -----------------
First 34.350 34.716 - 1.05%
Second 32.416 33.680 - 3.75%
Third 31.205 31.045 + 0.51%
Fourth 30.805 33.170 - 7.13%
-------------- ---------------- ---------------- -----------------
Fiscal Year Total 128.776 132.611 - 2.89%
- 24-
Average gas prices for gas sold under the OEG Agreement increased
5.28% to 2.6389 Ecents/Kwh in fiscal 2009 from 2.5066 Ecents/Kwh in fiscal
2008. The impact of higher gas prices during the first half of fiscal 2009
more than offset the decline in gas prices during the latter half and
resulted in the higher yearly average.
Average Gas Prices under the OEG Agreement in Euro cents per Kilowatt Hour
----------------------------------------------------------------------------
Fiscal Quarter 2009 Gas Prices 2008 Gas Prices Percentage Change
-------------- ----------------- ----------------- -----------------
First 3.4411 2.1921 +56.98%
Second 3.1818 2.3809 +33.64%
Third 2.1681 2.5699 -15.63%
Fourth 1.6487 2.9060 -43.27%
-------------- ----------------- ----------------- -----------------
Fiscal Year Avg. 2.6389 2.5066 + 5.28%
Converting gas prices into more familiar terms, using the average
exchange rate, yielded a price of $10.02/Mcf, a 3.56% decrease over fiscal
2008's average price of $10.39/Mcf. For fiscal 2009, royalties paid under
the OEG Agreement were transferred at an average Euro/dollar exchange rate
of $1.3534, a decrease of 8.32% from the average Euro/dollar exchange rate
of $1.4762 for fiscal 2008.
Reflecting both the reduction in funds available for short term
investment and the significantly lower interest rates in effect, interest
income for fiscal 2009 decreased by 88.03% to $11,471 for fiscal 2009 from
$95,802 for fiscal 2008. Trust expenses decreased 3.67% to $1,036,321 in
fiscal 2009 from $1,075,823 in fiscal 2008 due to the earlier resolution of
various legal matters raised in the examination of the royalty payments
during the 2005-06 calendar years and cost savings realized through the
elimination of the Trust's quarterly mailings to unit owners.
Report on Exploration and Drilling
----------------------------------
The Trust's German consultant meets periodically with representatives
of the operating companies to inquire about their planned and proposed
drilling and geophysical work and other general matters. The following is a
summary of his account of the operating companies' responses to his inquiries.
The Trust is not able to confirm the accuracy of any of these responses. In
addition, the operating companies are not required to take any of the actions
outlined and, if they change their plans with respect to any such actions,
they are not obligated to inform the Trust. According to the Trust's
consultant, as a result of their geological studies and re-interpretation of
the seismic data, the operating companies have significantly revised their
drilling program in both the Carboniferous and Zechstein reservoirs. The
following represents a summary of the Trust's German consultant's conversation
with representatives of EMPG.
Goldenstedt Z-10a, which is the fourth well to explore the
"tight" gas Carboniferous zone in eastern Oldenburg, began
production in February 2010 with higher than expected results and
consistent production levels since entering production. Goldenstedt
Z-23, which is the fifth well exploring the Carboniferous zone in
eastern Oldenburg, received planned individual hydraulic fracturing
- 25-
("frac") treatments in July 2010 and entered production in the fall
of 2010 as a success. Cappeln Z-3a, which is the sixth well
exploring the Carboniferous zone (but in western Oldenburg not
eastern Oldenburg) completed drilling in October 2010. Individual
hydraulic frac treatments will take place in the near future.
In April 2010, Goldenstedt Z-16a became the second well in western
Oldenburg to enter production. This well served to further develop
the sour gas Zechstein zone. In addition, two Zechstein wells,
Hengstlage-N Z-8 and Z-5a, were re-drilled following casing
collapses and re-entered production in February and April 2010,
respectively.
The operating companies have scheduled six wells for the 2011-
2012 period. Two wells exploring the Carboniferous zone will bring
the total Carboniferous wells to eight. Oythe Z-4, the seventh
Carboniferous well, will begin drilling in early 2011. As a result
of technological and geological analysis of the previous
Carboniferous well, the operators have concluded that slanted or
even vertically drilled wells will have more successful results in
the Carboniferous zone than horizontally drilled wells. Oythe Z-4
will be followed in 2012 by Goldenstedt Z-24, the eighth
Carboniferous well.
Four additional wells, one in western Oldenburg, will further
explore and develop the Zechstein zone. Goldenstedt Z-21 is
scheduled to start drilling in 2011. This well will be followed in
2012 by Goldenstedt Z-25 and two horizontal deviations from existing
wells Quaadmoor Z-4 and western well Kneheim Z-5.
We had previously mentioned other wells that were under
discussion but with no firm start dates. These wells have been put
off to a possible start time beyond 2012. In this group, there are
two western wells, Hemmelte NW T-1, sweet gas Bunter zone and Visbek
Z-16a, Zechstein, as well as three eastern Zechstein wells,
Rechterfeld Z-5, Sagermeer Z-9a and Brinkholz Z-5. All these wells
present various difficulties, and it is by no means certain they
will be drilled.
- 26-
Critical Accounting Policies
----------------------------
The financial statements, appearing subsequently in this Report,
present financial statement balances and financial results on a modified cash
basis of accounting, which is a comprehensive basis of accounting other than
accounting principles generally accepted in the United States ("GAAP basis").
Cash basis accounting is an accepted accounting method for royalty trusts
such as the Trust. GAAP basis financial statements disclose income as earned
and expenses as incurred, without regard to receipts or payments. The use of
GAAP would require the Trust to accrue for expected royalty payments. This
is exceedingly difficult since the Trust has very limited information on such
payments until they are received and cannot accurately project such amounts.
The Trust's cash basis financial statements disclose revenue when cash is
received and expenses when cash is paid. The one modification of the cash
basis of accounting is that the Trust accrues for distributions to be paid
to unit owners (those distributions approved by the Trustees for the Trust).
The Trust's distributable income represents royalty income received by the
Trust during the period plus interest income less any expenses incurred by
the Trust, all on a cash basis. In the opinion of the Trustees, the use of
the modified cash basis provides a more meaningful presentation to unit
owners of the results of operations of the Trust and presents to the unit
owners a more accurate calculation of income and expenses for tax reporting
purposes.
Off-Balance Sheet Arrangements
------------------------------
The Trust has no off-balance sheet arrangements.
Contractual Obligations
-----------------------
As shown below, the Trust had no contractual obligations as of
October 31, 2010 other than the distribution announced on October 28, 2010
and payable to unit owners on November 24, 2010, as reflected in the
statement of assets, liabilities and trust corpus.
Payments Due by Period
----------------------
Less than 1-3 3-5 More than
Total 1 Year Years Years 5 Years
------------- ------------- ------- ------- ---------
Distributions
payable to
unit owners $5,146,731 $5,146,731 $0 $0 $0
- 27-
-----------------------------------
This Report on Form 10-K contains forward looking statements
concerning business, financial performance and financial condition of the
Trust. Many of these statements are based on information provided to the
Trust by the operating companies or by consultants using public information
sources. These statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from those anticipated
in any forward looking statements. These include uncertainties concerning
levels of gas production and gas sale prices, general economic conditions
and currency exchange rates, as well as those factors set forth above under
Item 1A of this Report. Actual results and events may vary significantly
from those discussed in the forward looking statements.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
----------------------------------------------------------
The Trust does not engage in any trading activities with respect to
possible foreign exchange fluctuations. The Trust does not use any financial
instruments to hedge against possible risks related to foreign exchange
fluctuations. The market risk is negligible because standing instructions at
the Trust's German bank require the bank to process conversions and transfers
of royalty payments as soon as possible following their receipt. The Trust
does not engage in any trading activities with respect to commodity price
fluctuations.
- 28 -
Item 8. Financial Statements and Supplementary Data.
-------------------------------------------
NORTH EUROPEAN OIL ROYALTY TRUST
--------------------------------
INDEX TO FINANCIAL STATEMENTS
------------------------------
Page Number
-----------
Report of Independent Registered Public Accounting Firm F-1
Financial Statements:
Statements of Assets, Liabilities and
Trust Corpus as of October 31, 2010 and 2009 F-2
Statements of Revenue Collected and Expenses Paid
for the Fiscal Years Ended October 31, 2010,
2009 and 2008 F-3
Statements of Undistributed Earnings for the Fiscal
Years Ended October 31, 2010, 2009 and 2008 F-4
Statements of Changes in Cash and Cash Equivalents for
the Fiscal Years Ended October 31, 2010, 2009 and 2008 F-5
Notes to Financial Statements F-6 - F-9
- 29 -
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Unit Owners of
North European Oil Royalty Trust
We have audited the accompanying statements of assets, liabilities and trust
corpus of North European Oil Royalty Trust (the "Trust") as of October 31,
2010 and 2009, and the related statements of revenue collected and expenses
paid, undistributed earnings, and changes in cash and cash equivalents for
each of the years in the three-year period ended October 31, 2010. The
Trust's management is responsible for these financial statements. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
As described in Note 1, these financial statements have been prepared on the
modified cash basis of accounting, which is a comprehensive basis of
accounting other than U.S. generally accepted accounting principles.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the assets, liabilities and trust corpus of the
Trust as of October 31, 2010 and 2009, its revenue collected and expenses
paid, its undistributed earnings, and changes in its cash and cash
equivalents for each of the years in the three-year period ended October 31,
2010, on the basis of accounting described in Note 1.
We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the Trust's internal control over
financial reporting as of October 31, 2010, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission, and our report dated December 29,
2010 expressed an unqualified opinion.
WeiserMazars LLP
New York, NY
December 29, 2010
F-1
- 30 -
NORTH EUROPEAN OIL ROYALTY TRUST
--------------------------------
STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS (NOTE 1)
-----------------------------------------------------------
OCTOBER 31, 2010 AND 2009
-------------------------
ASSETS 2010 2009
------ ------------ ------------
Current Assets --
Cash and cash equivalents $5,211,965 $3,586,197
Producing gas and oil royalty
rights, net of amortization
(Notes 1 and 2) 1 1
------------ ------------
Total Assets $5,211,966 $3,586,198
============ ============
LIABILITIES AND TRUST CORPUS
----------------------------
Current liabilities --
Distributions to be paid
to unit owners, paid
November 2010 and 2009 $5,146,731 $3,492,424
Trust corpus (Notes 1 and 2) 1 1
Undistributed earnings 65,234 93,773
------------ ------------
Total Liabilities and Trust Corpus $5,211,966 $3,586,198
============ ============
The accompanying notes are
an integral part of these financial statements.
F-2
- 31 -
NORTH EUROPEAN OIL ROYALTY TRUST
--------------------------------
STATEMENTS OF REVENUE COLLECTED AND EXPENSES PAID (NOTE 1)
----------------------------------------------------------
FOR THE FISCAL YEARS ENDED OCTOBER 31, 2010, 2009 AND 2008
----------------------------------------------------------
2010 2009 2008
------------ ------------ ------------
German gas, sulfur and
oil royalties received $19,645,331 $28,724,078 $34,645,159
Interest income 7,359 11,471 95,802
Trust expenses (932,425) (1,036,321) (1,075,823)
------------ ------------ ------------
Net income $18,720,265 $27,699,228 $33,665,138
============ ============= ============
Net income per unit $2.04 $3.01 $3.66
======= ======= =======
Distributions per unit paid
or to be paid to
unit owners $2.04 $3.01 $3.66
======= ======= =======
The accompanying notes are
an integral part of these financial statements.
F-3
- 32 -
NORTH EUROPEAN OIL ROYALTY TRUST
--------------------------------
STATEMENTS OF UNDISTRIBUTED EARNINGS (NOTE 1)
---------------------------------------------
FOR THE FISCAL YEARS ENDED OCTOBER 31, 2010, 2009 AND 2008
----------------------------------------------------------
2010 2009 2008
------------ ------------ ------------
Balance, beginning of year $ 93,773 $ 58,221 $ 30,642
Net income 18,720,265 27,699,228 33,665,138
------------ ------------ ------------
18,814,038 27,757,449 33,695,780
Less:
Current year distributions
paid or to be paid
to unit owners 18,748,804 27,663,676 33,637,559
------------ ----------- ------------
Balance, end of year $ 65,234 $ 93,773 $ 58,221
============ ============ ============
The accompanying notes are
an integral part of these financial statements.
F-4
- 33 -
NORTH EUROPEAN OIL ROYALTY TRUST
--------------------------------
STATEMENTS OF CHANGES IN CASH AND CASH EQUIVALENTS (NOTE 1)
-----------------------------------------------------------
FOR THE FISCAL YEARS ENDED OCTOBER 31, 2010, 2009 AND 2008
----------------------------------------------------------
2010 2009 2008
------------ ------------ ------------
Sources of cash and
cash equivalents:
German gas, sulfur and
oil royalties received $19,645,331 $28,724,078 $34,645,159
Interest income 7,359 11,471 95,802
------------ ------------ ------------
19,652,690 28,735,549 34,740,961
------------ ------------ ------------
Uses of cash and
cash equivalents:
Payment of Trust expenses 932,425 1,036,321 1,075,823
Distributions paid 17,094,497 33,637,560 30,053,229
------------ ------------ ------------
18,026,922 34,673,881 31,129,052
------------ ------------ ------------
Net increase (decrease)
in cash and cash
equivalents during the year 1,625,768 (5,938,332) 3,611,909
Cash and cash equivalents,
beginning of year 3,586,197 9,524,529 5,912,620
------------ ------------ ------------
Cash and cash equivalents,
end of year $ 5,211,965 $ 3,586,197 $ 9,524,529
============ ============ ============
The accompanying notes are
an integral part of these financial statements.
F-5
- 34 -
NORTH EUROPEAN OIL ROYALTY TRUST
--------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
OCTOBER 31, 2010, 2009 AND 2008
-------------------------------
(1) Summary of significant accounting policies:
-------------------------------------------
Basis of accounting -
---------------------
The accompanying financial statements of North European Oil Royalty
Trust (the "Trust") present financial statement balances and financial
results on a modified cash basis of accounting, which is a comprehensive
basis of accounting other than accounting principles generally accepted in
the United States ("GAAP basis"). On a modified cash basis, revenue is
earned when cash is received and expenses are incurred when cash is paid.
GAAP basis financial statements disclose revenue as earned and expenses as
incurred, without regard to receipts or payments. The modified cash basis of
accounting is utilized to permit the accrual for distributions to be paid to
unit owners (those distributions approved by the Trustees for the Trust).
The Trust's distributable income represents royalty income received by the
Trust during the period plus interest income less any expenses incurred by
the Trust, all on a cash basis. In the opinion of the Trustees, the use of
the modified cash basis of accounting provides a more meaningful presentation
to unit owners of the results of operations of the Trust.
Producing gas and oil royalty rights -
--------------------------------------
The rights to certain gas and oil royalties in Germany were transferred
to the Trust at their net book value by North European Oil Company (the
"Company") (see Note 2). The net book value of the royalty rights has been
reduced to one dollar ($1) in view of the fact that the remaining net book
value of royalty rights is de minimis relative to annual royalties received
and distributed by the Trust and does not bear any meaningful relationship to
the fair value of such rights or the actual amount of proved producing
reserves.
Federal income taxes -
----------------------
The Trust, as a grantor trust, is exempt from federal income taxes
under a private letter ruling issued by the Internal Revenue Service.
F-6
- 35 -
Cash and cash equivalents -
---------------------------
Included in cash and cash equivalents are amounts deposited in bank
accounts and amounts invested in certificates of deposit and U. S. Treasury
bills with original maturities of approximately three months or less from the
date of purchase. The investment options available to the Trust are limited
in accordance with specific provisions of the Trust Agreement. As of October
31, 2010, the uninsured amounts held in the Trust's U.S. bank accounts were
approximately $4,850,000. In addition, approximately $6,993 was held in the
Trust's German account at October 31, 2010.
Net income per unit -
---------------------
Net income per unit is based upon the number of units outstanding at
the end of the period. As of October 31, 2010, 2009 and 2008, there were
9,190,590 units of beneficial interest outstanding.
New accounting pronouncements -
-------------------------------
In May 2009, the FASB issued authoritative guidance relating to
subsequent events, which is effective June 15, 2009. It provides guidance
for disclosing events that occur after the balance sheet date, but prior to
the issuance of the financial statements. The Trust adopted this
authoritative guidance on July 31, 2009. The adoption of this authoritative
guidance did not have a significant impact on the Trust's financial position
or operating results other than additional disclosures included in the notes
to financial statements. In February 2010, FASB issued an update to this
authoritative guidance, which was effective upon the issuance of the update.
The Trust adopted this authoritative guidance on April 30, 2010. The update
to the authoritative guidance relating to subsequent events removes the
requirement for issuers to disclose the date through which subsequent events
have been evaluated in both issued and revised financial statements. The
adoption of this update to the authoritative guidance relating to subsequent
events did not have a significant impact on the Trust's financial position
or operating results other than removing the disclosure.
(2) Formation of the Trust:
-----------------------
The Trust was formed on September 10, 1975. As of September 30, 1975,
the Company was liquidated and the remaining assets and liabilities of the
Company, including its royalty rights, were transferred to the Trust. The
Trust, on behalf of the owners of beneficial interest in the Trust, holds
overriding royalty rights covering gas and oil production in certain
concessions or leases in the Federal Republic of Germany. These rights are
held under contracts with local German exploration and development
subsidiaries of ExxonMobil Corp. and the Royal Dutch/Shell Group. Under
these contracts, the Trust receives various percentage royalties on the
proceeds of the sales of certain products from the areas involved. At the
present time, royalties are received for sales of gas well gas, oil well gas,
crude oil, distillate and sulfur.
F-7
- 36 -
(3) Related Party Transactions:
---------------------------
John R. Van Kirk, the Managing Director of the Trust, provides office
space and services to the Trust at cost. For such office space and services,
the Trust reimbursed the Managing Director $24,067, $27,470 and $28,939 in
fiscal 2010, 2009 and 2008, respectively.
Lawrence A. Kobrin, a Trustee of the Trust, is a Senior Counsel at Cahill
Gordon & Reindel LLP, which serves as counsel to the Trust. Mr. Kobrin is no
longer a partner with Cahill Gordon & Reindel LLP. For legal services, the
Trust paid Cahill Gordon & Reindel LLP $97,677, $94,191 and $122,218 in
fiscal 2010, 2009 and 2008, respectively.
As of November 1, 2006, John H. Van Kirk, the former Managing Trustee of
the Trust and the father of John R. Van Kirk, was named to the position of
Founding Trustee Emeritus. For his service in such capacity, he earned $0,
$5,000 and $10,000 in fiscal 2010, 2009 and 2008, respectively. John H. Van
Kirk, who served as President of North European Oil Corporation and North
European Oil Company from 1954-1975 and as Managing Trustee of the Trust from
1975-2006, passed away on February 25, 2009.
(4) Employee Benefit Plan:
----------------------
The Trust has established a savings incentive match plan for employees
(SIMPLE IRA) that is available to both employees of the Trust, one of whom is
the Managing Director. The Trustees authorized the making of contributions
by the Trust to the accounts of employees, on a matching basis, of up to 3%
of cash compensation paid to each such employee for the 2008, 2009 and 2010
calendar years.
F-8
- 37 -
(6) Quarterly results (unaudited):
------------------------------
The table below summarizes the quarterly results and distributions of
the Trust for the fiscal years ended October 31, 2010 and 2009.
Fiscal 2010 by Quarter and Year
-------------------------------------------------------------
First Second Third Fourth Year
---------- ---------- ---------- ---------- -------------
Royalties
received $4,894,409 $4,926,049 $4,482,847 $5,342,026 $19,645,331
Net income $4,616,291 $4,618,701 $4,316,443 $5,168,830 $18,720,265
Net income
per unit $0.50 $0.50 $0.47 $0.56 $2.04
Distributions
paid or
to be paid $4,595,295 $4,687,201 $4,319,577 $5,146,731 $18,748,804
Distributions
per unit paid or
to be paid to
unit owners $0.50 $0.51 $0.47 $0.56 $2.04
Fiscal 2009 by Quarter and Year
--------------------------------------------------------------
First Second Third Fourth Year
----------- ---------- ---------- ---------- -------------
Royalties
received $10,180,979 $9,424,837 $5,466,337 $3,651,925 $28,724,078
Net income $ 9,846,469 $9,122,900 $5,243,544 $3,486,315 $27,699,228
Net income
per unit $1.07 $0.99 $0.57 $0.38 $3.01
Distributions
paid or
to be paid $ 9,742,025 $9,098,684 $5,330,543 $3,492,424 $27,663,676
Distributions
per unit paid or
to be paid to
unit owners $1.06 $0.99 $0.58 $0.38 $3.01
F-10
- 38 -
Item 9. Changes in and Disagreements with Accountants
---------------------------------------------
on Accounting and Financial Disclosure.
--------------------------------------
None.
Item 9A. Controls and Procedures.
-----------------------
Disclosure Controls and Procedures
----------------------------------
The Trust maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed by the Trust is
recorded, processed, summarized, accumulated and communicated to its
management, which consists of the Managing Director, to allow timely
decisions regarding required disclosure, and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms.
The Managing Director has performed an evaluation of the effectiveness of the
design and operation of the Trust's disclosure controls and procedures as of
October 31, 2010. Based on that evaluation, the Managing Director concluded
that the Trust's disclosure controls and procedures were effective as of
October 31, 2010.
Internal Control over Financial Reporting
-----------------------------------------
Part A. Management's Report on Internal Control over Financial
------------------------------------------------------
Reporting
---------
The Trust's management is responsible for establishing and
maintaining adequate internal control over financial reporting (as such term
is defined in Exchange Act Rule 13a-15(f)) for the Trust. There are inherent
limitations in the effectiveness of any internal control, including the
possibility of human error and the circumvention or overriding of controls.
Accordingly, even effective internal controls can provide only reasonable
assurance with respect to financial statement preparation. Further, because
of changes in conditions, the effectiveness of internal control may vary over
time. Management has evaluated the Trust's internal control over financial
reporting as of October 31, 2010. This assessment was based on criteria for
effective internal control over financial reporting described in the
standards promulgated by the Public Company Accounting Oversight Board and
in the Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on this
evaluation, management concluded that the Trust's internal control over
financial reporting was effective as of October 31, 2010. Management's
assessment of the effectiveness of our internal control over financial
reporting as of October 31, 2010 has been audited by WeiserMazars LLP, the
Trust's independent auditor, as stated in their report which follows.
- 39 -
Part B. Attestation Report of Independent Registered Public
---------------------------------------------------
Accounting Firm
---------------
Report of Independent Registered Public Accounting Firm on
Internal Control over Financial Reporting
To the Board of Trustees and
Unit Owners of North European Oil Royalty Trust
We have audited North European Oil Royalty Trust's (the "Trust") internal
control over financial reporting as of October 31, 2010, based on criteria
established in Internal Control-Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission ("COSO"). The Trust's
management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal
control over financial reporting included in the accompanying Management's
Report on Internal Control over Financial Reporting. Our responsibility is to
express an opinion on the Trust's internal control over financial reporting
based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all
material respects. Our audit of internal control over financial reporting
included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control
based on the assessed risk. Our audit also included performing such other
procedures as we considered necessary in the circumstances. We believe that
our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles. A company's
internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of
the assets of the company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
- 40 -
In our opinion, the Trust maintained, in all material respects, effective
internal control over financial reporting as of October 31, 2010, based on
criteria established in Internal Control-Integrated Framework issued by COSO.
We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the statements of assets,
liabilities and trust corpus as of October 31, 2010, and the related
statements of revenue collected and expenses paid, undistributed earnings,
and changes in cash and cash equivalents for the year ended October 31, 2010
of the Trust and our report dated December 29, 2010 expressed an unqualified
opinion thereon.
WeiserMazars LLP
New York, NY
December 29, 2009
Part C. Changes in Internal Control over Financial Reporting
----------------------------------------------------
There have been no changes in the Trust's internal control over
financial reporting that occurred during the fourth quarter of fiscal 2010
that have materially affected, or are reasonably likely to materially affect,
the Trust's internal control over financial reporting.
Item 9B. Other Information.
-----------------
None.
- 41 -
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
------------------------------------------------------
Except as set forth below, the information required by this item
will be contained in the Trust's definitive Proxy Statement for its Annual
Meeting of Unit Owners to be held on February 15, 2011, to be filed pursuant
to Section 14 of the Securities Exchange Act of 1934, and is incorporated
herein by reference.
Code of Ethics
--------------
The Trustees have adopted a Code of Conduct and Business Ethics (the
"Code") for the Trust's trustees and employees, including the Managing
Director. The Managing Director serves the roles of principal executive
officer and principal financial and accounting officer. A copy of the Code is
available without charge on request by writing to the Managing Director at the
office of the Trust. The Code is also available at the Trust's website,
www.neort.com.
All trustees and employees of the Trust are required to read and sign
a copy of the Code annually. No waivers or exceptions to the Code have been
granted since the adoption of the Code. Any amendments or waivers to the
Code, to the extent required, will be disclosed in a Form 8-K filing of the
Trust after such amendment or waiver.
Item 11. Executive Compensation.
----------------------
The information required by this item will be contained in the
Trust's definitive Proxy Statement for its Annual Meeting of Unit Owners to
be held on February 15, 2011, to be filed pursuant to Section 14 of the
Securities Exchange Act of 1934, and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
and Related Stockholder Matters.
-------------------------------
The information required by this item will be contained in the
Trust's definitive Proxy Statement for its Annual Meeting of Unit Owners to
be held on February 15, 2011, to be filed pursuant to Section 14 of the
Securities Exchange Act of 1934, and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director
------------------------------------------------------------
Independence.
------------
The information required by this item will be contained in the
Trust's definitive Proxy Statement for its Annual Meeting of Unit Owners to
be held on February 15, 2011, to be filed pursuant to Section 14 of the
Securities Exchange Act of 1934, and is incorporated herein by reference.
- 42 -
Item 14. Principal Accountant Fees and Services.
--------------------------------------
The information required by this item will be contained in the
Trust's definitive Proxy Statement for its Annual Meeting of Unit Owners
to be held on February 15, 2011, to be filed pursuant to Section 14 of the
Securities Exchange Act of 1934, and is incorporated herein by reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
------------------------------------------
(a) The following is a list of the documents filed as part of
this Report:
1. Financial Statements
Index to Financial Statements for the Fiscal Years
Ended October 31, 2010, 2009 and 2008
Reports of Independent Registered Public Accounting Firm
Statements of Assets, Liabilities and Trust Corpus as of
October 31, 2010 and 2009
Statements of Revenue Collected and Expenses Paid for the
Fiscal Years Ended October 31, 2010, 2009 and 2008
Statements of Undistributed Earnings for the Fiscal Years
Ended October 31, 2010, 2009 and 2008
Statements of Changes in Cash and Cash Equivalents for the
Fiscal Years Ended October 31, 2010, 2009 and 2008
Notes to Financial Statements
2. Exhibits
The Exhibit Index following the signature page lists all
exhibits filed with this Report or incorporated by reference.
- 43 -
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Trust has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
NORTH EUROPEAN OIL ROYALTY TRUST
Dated: December 30, 2010 By: /s/ John R. Van Kirk
-------------------------
John R. Van Kirk,
Managing Director
Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
Dated: December 30, 2010 /s/ Robert P. Adelman
--------------------------------
Robert P. Adelman, Managing Trustee
Dated: December 30, 2010 /s/ Samuel M. Eisenstat
--------------------------------
Samuel M. Eisenstat, Trustee
Dated: December 30, 2010 /s/ Lawrence A. Kobrin
--------------------------------
Lawrence A. Kobrin, Trustee
Dated: December 30, 2010 /s/ Willard B. Taylor
--------------------------------
Willard B. Taylor, Trustee
Dated: December 30, 2010 /s/ Rosalie J. Wolf
--------------------------------
Rosalie J. Wolf, Trustee
Dated: December 30, 2010 /s/ John R. Van Kirk
--------------------------------
John R. Van Kirk, Managing Director
- 44 -
Exhibit Index
-------------
Exhibit Page
------- ----
(3.1) North European Oil Royalty Trust Agreement,
dated September 10, 1975, as amended through
February 13, 2008(incorporated by reference as
Exhibit 3.1 to Current Report on Form 8-K,
filed February 15, 2008. (File No. 0-8378)).
(3.2) Amended and Restated Trustees' Regulations,
amended and restated as of October 31, 2007
(incorporated by reference to Exhibit 3.1 to
Current Report on Form 8-K, filed November 2, 2007
(File No. 0-8378))
(10.1) Agreement with OEG, dated April 2, 1979,
exhibit to Current Report on Form 8-K
filed May 11, 1979 (incorporated by
reference as Exhibit 1 to Current Report
on Form 8-K, filed May 11, 1979
(File No. 0-8378)).
(10.2) Agreement with Mobil Oil, A.G. concerning
sulfur royalty payment, dated March 30, 1979,
(incorporated by reference to Exhibit 3
to Current Report on Form 8-K, filed
May 11, 1979 (File No. 0-8378)).
(21) There are no subsidiaries of the Trust.
(31) Certification of Chief Executive Officer and Chief 45
Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
(32) Certification of Chief Executive Officer and 47
Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
(99.1) Calculation of Cost Depletion Percentage 48
for the 2010 Calendar Year Based on the Estimate
of Remaining Proved Producing Reserves in the
Northwest Basin of the Federal Republic of Germany
as of October 1, 2010 prepared by
Ralph E. Davis Associates, Inc.
(99.2) Order Approving Settlement signed by
Vice Chancellor Jack Jacobs of the
Delaware Court of Chancery
(incorporated by reference as
Exhibit 99.2 to Current Report on
Form 8-K, filed February 26, 1996).
