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, 2009 or
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[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to .
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Commission file number 1-8245
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NORTH EUROPEAN OIL ROYALTY TRUST
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(Exact name of registrant as specified in its charter)
Delaware 22-2084119
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(State of organization) (IRS Employer Identification Number)
Suite 19A, 43 West Front Street, Red Bank, N.J. 07701
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: 732-741-4008
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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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
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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
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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
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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
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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
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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
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Non-accelerated filer Smaller reporting company
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Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes No X
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As of April 30, 2009, the aggregate market value of outstanding units of
beneficial interest of the registrant held by non-affiliates of the
registrant was $267,446,169 on such date.
As of December 28, 2009, there were 9,190,590 units of beneficial interest
("units") of the registrant outstanding.
Documents Incorporated by Reference
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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 17, 2010.
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TABLE OF CONTENTS
Page
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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
Item 4. Submission of Matters to a Vote of Security Holders.......... 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... 25
Item 8. Financial Statements and Supplementary Data.................. 26
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................... 36
Item 9A. Controls and Procedures...................................... 36
Item 9B. Other Information............................................ 38
PART III
Item 10. Directors, Executive Officers and Corporate Governance....... 39
Item 11. Executive Compensation....................................... 39
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.................. 39
Item 13. Certain Relationships and Related Transactions, and Director
Independence................................................ 39
Item 14. Principal Accountant Fees and Services....................... 40
PART IV
Item 15. Exhibits and Financial Statement Schedules................... 40
Signatures............................................................. 41
Exhibit Index.......................................................... 42
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PART I
Item 1. Business.
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(a) General Development of Business.
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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 Exxon Mobil Corp. ("Exxon Mobil") 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.
During the past several years, the Securities and Exchange
Commission (the "SEC") finalized rules implementing legislation concerning
governance matters for publicly held entities that was passed as part of the
Sarbanes-Oxley Act of 2002 ("SOX"). 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
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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.
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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 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 Trust
of any intention to surrender lease or concession rights. While the Trust
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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 reviews 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 Foreign and Domestic Operations and
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Export Sales.
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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, 2009.
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(e) Trustees and Executive Officers of the Trust.
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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.
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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.
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Item 1A. Risk Factors.
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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
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has no legal ability to compel production.
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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
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inaccurate, and these inaccuracies may cause errors in the reserve estimates.
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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 either monthly or
quarterly reports from the operating companies with respect to production and
sales on either a well-by-well or a field-wide basis. The Trust also receives
semi-annual reports from the operating companies with respect to current and
planned drilling and exploration efforts. These reports are very limited in
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nature. The unified exploration and production venture, Exxon Mobil
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
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and local economic conditions on the royalty income paid to the Trust cannot
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be accurately projected.
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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
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impact on the Trust.
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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. A higher exchange rate would yield more dollars and a
lower exchange rate less dollars.
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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.
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None.
Item 2. Properties.
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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 Exxon Mobil, or by Oldenburgische Erdolgesellschaft
("OEG"). As a result of direct and indirect ownership, Exxon Mobil 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 Exxon Mobil 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. 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.
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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 remained above the indexed base price through the
first quarter of fiscal 2009 but since that point, the average selling price
has been below the indexed base price and, as a result, there have been no
further sulfur royalty payments.
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 is 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. Preliminary informal discussions with OEG personnel indicate that
the pipeline sale should not affect the method of royalty calculation. The
Trust's German accountant, on behalf of the Trust, is currently in the process
of reviewing the 2007-08 royalty payments to confirm whether the pipeline sale
has affected the method of royalty calculation.
The Trust also holds through Mobil Erdgas a 2% royalty interest in
oil and gas sales from acreage in Bavaria, and a 0.2117% royalty under the
net interest of the Bayerische Mineral Industries A.G. ("BMI"), a subsidiary
of Mobil Erdgas, in concessions in Bavaria. The net interest of BMI ranges
from 16-1/2 to 100% of the sales, depending on the geographic region or area.
Due to the absence of royalty income under these agreements, reserves from
this area in Bavaria are not included in reserve calculations for this report
year. While both Mobil Erdgas and BMI have suspended production in their
concessions in Bavaria, the concessions remain in effect even though there
are no current exploration or development activities in these areas.
No royalties have been received under these concessions since 1996.
In addition to the areas of Oldenburg and Bavaria, 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 addition, the German authorities have
requested that the operating companies conduct a reservoir analysis at Grosses
Meer to determine whether the royalties are being properly allocated between
the State and private royalty holders based on the locations of the gas
reserves. During the period in which the operating companies conducted this
analysis, the payment of royalties to the Trust was suspended. While this
issue of allocation of royalties has been resolved, the final accounting of
royalties due the Trust has not been completed and no royalties based on gas
sales from Grosses Meer were paid to the Trust during fiscal 2009. The Trust
received $37,612 in royalties from Grosses Meer in the first quarter of fiscal
2008 and since then has received no further royalties.
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The following is a schedule of royalty income for the fiscal year
ended October 31, 2009 by product, geographic area and operating company:
BY PRODUCT:
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Product Royalty Income
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Gas Well and Oil Well Gas $ 27,929,320
Sulfur $ 560,883
Oil $ 233,875
BY GEOGRAPHIC AREA:
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Area Royalty Income
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Western Oldenburg $ 23,620,973
Eastern Oldenburg $ 5,103,105
Non-Oldenburg Areas $ 0
BY OPERATING COMPANY:
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Company Royalty Income
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Mobil Erdgas (under the Mobil Agreement) $ 20,276,446
BEB (under the OEG Agreement) $ 8,447,632
Exhibit 99.1 to this Report is a report entitled Calculation of Cost
Depletion Percentage for the 2009 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, 2009 (the "Cost Depletion Report").
The Cost Depletion Report, dated December 11, 2009, 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 2009 calendar year based
on the use of certain production data and the estimated net proved producing
reserves as of October 1, 2009 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, 2009, 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 monthly production and sales
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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, 2009 and a five year schedule of gas, sulfur and oil
sales for the twelve months ended September 30, 2009, 2008, 2007, 2006 and
2005 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.
Item 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
None.
- 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, 2009, there were 1,059 unit owners of record.
The following table presents the high and low closing prices for
the quarterly periods ended in fiscal 2009 and 2008 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 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
FISCAL YEAR 2008
----------------
Low High Distribution
Closing Closing per
Quarter Ended Price Price Unit
------------- --------- --------- ------------
January 31, 2008 $31.57 $35.25 $0.76
April 30, 2008 $31.10 $38.99 $0.98
July 31, 2008 $33.43 $40.29 $0.89
October 31, 2008 $19.75 $35.90 $1.03
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
- 15 -
set forth in detail in Attachment B to the Cost Depletion Report attached as
Exhibit 99.1 to this Form 10-K.
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 2009 is 8.4869%. 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 2009 calendar year are included on
a special removable page in the 2009 Annual Report under "Note to Unit
Owners." Additionally, the tax reporting information for 2009 is available
on the Trusts 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 2009, 2008 or 2007 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, 2009
----------------------------------------------
2009 2008 2007 2006 2005
----------- ----------- ----------- ----------- -----------
German gas,
sulfur
and oil
royalties
received $28,724,078 $34,645,159 $27,484,254 $31,079,122 $21,085,039
=========== =========== =========== =========== ===========
Net Income $27,699,228 $33,665,138 $26,739,669 $30,258,944 $20,222,814
=========== =========== =========== =========== ===========
Net Income
per unit $3.01 $3.66 $2.91 $3.29 $2.20
===== ===== ===== ===== =====
Units of
beneficial
interest
outstanding
at end
of year (a) 9,190,590 9,190,590 9,190,590 9,190,590 9,180,876
Distributions
paid or
to be paid:
Dividends and
distributions
per unit paid
to formerly
unlocated
unit owners .00 .00 .00 .02 .02
Distributions
per unit paid
or to be paid
to unit owners $3.01 $3.66 $2.91 $3.28 $2.22
===== ===== ===== ===== =====
Total assets
at year end $3,586,198 $9,524,530 $5,912,621 $7,204,251 $3,920,268
========== =========== =========== =========== ==========
(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. As a practical
matter, 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.
There are two types of natural gas found within the Oldenburg
concession, "sweet" gas and "sour" gas. "Sweet" gas 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.
- 18 -
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 last such completed
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 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.
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. A higher exchange rate would yield more dollars and a
lower exchange rate 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, 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
- 19 -
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 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
Billion cubic feet ("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 Bcf 54.114 Bcf - 6.19%
Average gas prices for gas sold under the Mobil Agreement decreased
2.56% to 2.3310 Eurocents per Kilowatt hour ("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.
- 20 -
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 per thousand cubic feet ("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%
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.
- 21 -
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.
Results: Fiscal 2008 versus Fiscal 2007
----------------------------------------
For fiscal 2008, the Trust's gross royalty income increased 26.05%
to $34,645,159 from $27,484,254 in fiscal 2007. The increase in average gas
prices along with the impact of a higher average exchange rate more than
offset the decline in gas sales and combined to increase the amount of
royalty income, which resulted in the higher distributions.
Under the Mobil Agreement, gas sales decreased 17.52% to 54.114
Bcf in fiscal 2008 from 65.606 Bcf in fiscal 2007. The continuing decline
in western Oldenburg gas sales can most likely be accounted for by a drop in
overall wellhead pressures that could not be offset by the additional wells
added. In addition, the gas located in western Oldenburg is almost
exclusively sour gas, which must be processed to have the hydrogen sulfide
removed. As a consequence, the larger decline in the third quarter can be
accounted for at least partially by a shutdown of the Grossenkneten
desulfurization plant. This shutdown occurred in the third quarter of fiscal
2008 but there was no shutdown during fiscal 2007.
Quarterly and Yearly Gas Sales under the Mobil Agreement in Billion cubic feet
------------------------------------------------------------------------------
Fiscal Quarter 2008 Gas Sales 2007 Gas Sales Percentage Change
-------------- ---------------- ---------------- -----------------
First 14.251 17.512 -18.62%
Second 14.004 17.125 -18.22%
Third 12.314 16.177 -23.88%
Fourth 13.545 14.792 - 8.43%
-------------- ---------------- ---------------- -----------------
Fiscal Year Total 54.114 65.606 -17.52%
- 22 -
Average gas prices for gas sold from this royalty area increased
28.01% to 2.3922 Ecents/Kwh in fiscal 2008 from 1.8688 Ecents/Kwh in fiscal
2007. For fiscal 2008, the increase in worldwide oil prices pushed average
gas prices higher as we progressed through the year.
Average Gas Prices under the Mobil Agreement in Euro cents per Kilowatt Hour
----------------------------------------------------------------------------
Fiscal Quarter 2008 Gas Prices 2007 Gas Prices Percentage Change
-------------- ----------------- ----------------- -----------------
First 2.0876 2.2673 - 7.93%
Second 2.2876 1.9950 +14.67%
Third 2.4704 1.5159 +62.97%
Fourth 2.7510 1.6366 +68.09%
-------------- ----------------- ----------------- -----------------
Fiscal Year Avg. 2.3922 1.8688 +28.01%
Converting gas prices into more familiar terms using the average
exchange rate yielded a price of $10.24 per Mcf, a 42.02% increase over fiscal
2007's average price of $7.21/Mcf. For fiscal 2008, royalties paid under the
Mobil Agreement were transferred at an average Euro exchange rate of $1.4883,
an increase of 10.94% from the average Euro exchange rate of $1.3415 for
fiscal 2007.
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 2008, gas sales from western
Oldenburg accounted for only 40.81% of all gas sales. However, royalties on
these gas sales provided approximately 83.31% or $26,617,819 out of a total
of $31,948,697 in Oldenburg royalties attributable to gas.
In addition, as of the second quarter of fiscal 2008, the indexed
base price of sulfur sold under the Mobil Agreement exceeded the threshold
level and the payment of royalties attributable to sulfur sales resumed.
During fiscal 2008, the Trust received $974,691 in sulfur royalties under
this agreement.
Under the OEG Agreement, gas sales decreased 15.39% to 132.611 Bcf
in fiscal 2008 from 156.736 Bcf in fiscal 2007. The continuing decline in
concession-wide gas sales can most likely be accounted for by a drop in
overall wellhead pressures that could not be offset by the additional wells
added.
Quarterly and Yearly Gas Sales under the OEG Agreement in Billion cubic feet
----------------------------------------------------------------------------
Fiscal Quarter 2008 Gas Sales 2007 Gas Sales Percentage Change
-------------- ---------------- ---------------- -----------------
First 34.716 41.976 -17.30%
Second 33.680 40.518 -16.88%
Third 31.045 37.982 -18.26%
Fourth 33.170 36.260 - 8.52%
-------------- ---------------- ---------------- -----------------
Fiscal Year Total 132.611 156.736 -15.39%
Average gas prices for gas sold from the entire Oldenburg
concession increased 16.79% to 2.5066 Ecents/Kwh in fiscal 2008 from 2.1463
- 23 -
Ecents/Kwh in fiscal 2007. For fiscal 2008, the increase in worldwide oil
prices pushed average gas prices higher as we progressed through the year.
Average Gas Prices under the OEG Agreement in Euro cents per Kilowatt Hour
--------------------------------------------------------------------------
Fiscal Quarter 2008 Gas Prices 2007 Gas Prices Percentage Change
-------------- ----------------- ----------------- -----------------
First 2.1921 2.4017 - 8.73%
Second 2.3809 2.3038 + 3.35%
Third 2.5699 1.8774 +36.89%
Fourth 2.9060 1.9568 +48.50%
-------------- ----------------- ----------------- -----------------
Fiscal Year Avg. 2.5066 2.1463 +16.79%
Converting gas prices into more familiar terms using the average
exchange rate yielded a price of $10.39/Mcf, a 28.59% increase over fiscal
2007's average price of $8.08/Mcf. For fiscal 2008, royalties paid under the
OEG Agreement were transferred at an average Euro exchange rate of $1.4762,
an increase of 10.09% from the average Euro exchange rate of $1.3409 for
fiscal 2007.
Reflecting the significant drop in interest rates and despite the
increase in cash available for short term investment, interest income for
fiscal 2008 was substantially lower, decreasing 53.93% to $95,802 for fiscal
2008 from $207,932 for fiscal 2007. Trust expenses increased 12.95% to
$1,075,823 in fiscal 2008 from $952,517 in fiscal 2007, largely due to higher
costs related to the biennial examination of the German operating companies'
royalty payments, various legal matters related thereto and higher Trustees'
fees based on the formula specified in the Trust Agreement.
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.
Goldenstedt Z-7a, which is the second well to explore the "tight"
gas Carboniferous zone in eastern Oldenburg, began production in November 2008
after six of the seven planned individual hydraulic fracturing ("frac")
treatments had been completed. The initial production rate declined for
unknown reasons and detailed studies are being conducted currently. Varnhorn
Z-7a is the third well to explore the Carboniferous zone in eastern Oldenburg
and, following the execution of six individual frac treatments, entered
production. The anticipated flow rate was below expectations and further
considerations on how to improve this flow rate are ongoing. Goldenstedt
Z-10a, the fourth well to explore the Carboniferous zone in eastern Oldenburg,
began drilling in May 2009 and was successfully completed in August 2009.
Individual frac treatments are planned for January 2010. Goldenstedt Z-23,
the fifth well to explore the Carboniferous zone in eastern Oldenburg, has
begun drilling and may be completed during the first quarter of 2010.
- 24 -
Quaadmoor Z-5, a sour gas well exploring the Zechstein formation in
eastern Oldenburg, began drilling in late February 2009. It was completed
recently and put into production successfully. Sage Z-5, another eastern
sour gas well, began drilling in March 2009 and was successfully completed in
the summer of 2009. Initial production was at a lower rate than expected and
further declines occurred. The reasons for this behavior are not known and
additional studies are being conducted.
Two wells, Hengstlage-N Z-8 and Z-5a, suffered casing collapses at
a depth below 10,000 feet and required that they be re-drilled. Both wells
were successfully completed and re-entered production in 2009.
The following wells, Goldenstedt Z-20, Brinkholz Z-5 and Cappeln
Z-3a, are planned for drilling during 2010 provided final approval by the two
operating companies is obtained. The first two will explore the Zechstein
zone and the Cappeln Z-3a will deepen the existing sour gas well to reach the
Carboniferous zone at a depth of approximately 12,000 feet. Four or five
individual frac treatments are planned for Cappeln Z-3a before it enters
production. Approval of Hemmelte NW T-1, an exploratory sweet gas well in
the western part of Oldenburg, is not expected during 2010.
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.
- 25 -
Contractual Obligations
-----------------------
As shown below, the Trust had no contractual obligations as of
October 31, 2009 other than the distribution announced on October 30, 2009
and payable to unit owners on November 25, 2009, 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 $3,492,424 $3,492,424 $0 $0 $0
-----------------------------------
This Annual Report 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.
- 26 -
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, 2009 and 2008 F-2
Statements of Revenue Collected and Expenses Paid
for the Fiscal Years Ended October 31, 2009,
2008 and 2007 F-4
Statements of Undistributed Earnings for the Fiscal
Years Ended October 31, 2009, 2008 and 2007 F-4
Statements of Changes in Cash and Cash Equivalents for
the Fiscal Years Ended October 31, 2009, 2008 and 2007 F-5
Notes to Financial Statements F-6 - F-9
- 27 -
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,
2009 and 2008, 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, 2009. 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, 2009 and 2008, 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, 2009, 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, 2009, 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 28,
2009 expressed an unqualified opinion.
Weiser LLP
New York, NY
December 28, 2009
F-1
- 28 -
NORTH EUROPEAN OIL ROYALTY TRUST
--------------------------------
STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS (NOTE 1)
-----------------------------------------------------------
OCTOBER 31, 2009 AND 2008
-------------------------
ASSETS 2009 2008
------ ------------ ------------
Current Assets
Cash and cash equivalents $3,586,197 $9,524,529
Producing gas and oil
royalty rights (Note 1) 1 1
------------ ------------
Total Assets $3,586,198 $9,524,530
============ ============
LIABILITIES AND TRUST CORPUS
----------------------------
Current liabilities
Distributions payable
to unit owners, paid
November 2009 and 2008 $3,492,424 $9,466,308
Trust corpus (Notes 1 and 2) 1 1
Undistributed earnings 93,773 58,221
------------ ------------
Total Liabilities and Trust Corpus $3,586,198 $9,524,530
============ ============
The accompanying notes are
an integral part of these financial statements.
F-2
- 29 -
NORTH EUROPEAN OIL ROYALTY TRUST
--------------------------------
STATEMENTS OF REVENUE COLLECTED AND EXPENSES PAID (NOTE 1)
----------------------------------------------------------
FOR THE FISCAL YEARS ENDED OCTOBER 31, 2009, 2008 AND 2007
----------------------------------------------------------
2009 2008 2007
------------ ------------ ------------
German gas, sulfur and
oil royalties received $28,724,078 $34,645,159 $27,484,254
Interest income 11,471 95,802 207,932
Trust expenses (1,036,321) (1,075,823) (952,517)
------------ ------------ ------------
Net income $27,699,228 $33,665,138 $26,739,669
============ ============= ============
Net income per unit $3.01 $3.66 $2.91
======= ======= =======
Distributions per unit paid
to be paid to unit owners $3.01 $3.66 $2.91
======= ======= =======
The accompanying notes are
an integral part of these financial statements.
F-3
- 30 -
NORTH EUROPEAN OIL ROYALTY TRUST
--------------------------------
STATEMENTS OF UNDISTRIBUTED EARNINGS (NOTE 1)
---------------------------------------------
FOR THE FISCAL YEARS ENDED OCTOBER 31, 2009, 2008 AND 2007
----------------------------------------------------------
2009 2008 2007
------------ ------------ ------------
Balance, beginning of year $ 58,221 $ 30,642 $ 35,590
Net income 27,699,228 33,665,138 26,739,669
------------ ------------ ------------
27,757,449 33,695,780 26,775,259
Less:
Current year distributions
paid or to be paid
to unit owners 27,663,676 33,637,559 26,744,617
------------ ----------- ------------
Balance, end of year $ 93,773 $ 58,221 $ 30,642
============ ============ ============
The accompanying notes are
an integral part of these financial statements.
F-4
- 31 -
NORTH EUROPEAN OIL ROYALTY TRUST
--------------------------------
STATEMENTS OF CHANGES IN CASH AND CASH EQUIVALENTS (NOTE 1)
-----------------------------------------------------------
FOR THE FISCAL YEARS ENDED OCTOBER 31, 2009, 2008 AND 2007
----------------------------------------------------------
2009 2008 2007
------------ ------------ ------------
Sources of cash and
cash equivalents:
German gas, sulfur and
oil royalties received $28,724,078 $34,645,159 $27,484,254
Interest income 11,471 95,802 207,932
------------ ------------ ------------
28,735,549 34,740,961 27,692,186
------------ ------------ ------------
Uses of cash and
cash equivalents:
Payment of Trust expenses 1,036,321 1,075,823 952,517
Distributions paid 33,637,560 30,053,229 28,031,299
------------ ------------ ------------
34,673,881 31,129,052 28,983,816
------------ ------------ ------------
Net increase (decrease)
in cash and cash
equivalents during the year (5,938,332) 3,611,909 (1,291,630)
Cash and cash equivalents,
beginning of year 9,524,529 5,912,620 7,204,250
------------ ------------ ------------
Cash and cash equivalents,
end of year $ 3,586,197 $ 9,524,529 $ 5,912,620
============ ============ ============
The accompanying notes are
an integral part of these financial statements.
F-5
- 32 -
NORTH EUROPEAN OIL ROYALTY TRUST
--------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
OCTOBER 31, 2009, 2008 AND 2007
-------------------------------
(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
- 33 -
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 three months or less from
the date of purchase. The amounts deposited in the Trust's U.S. bank
accounts as of October 31, 2009 are covered under the FDIC's Temporary
Liquidity Guarantee Program, which program terminates on December 31,
2009. In addition, approximately $7,982 was held in the Trust's German
account at October 31, 2009.
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, 2009, 2008 and 2007, there were
9,190,590 units of beneficial interest outstanding.
New accounting pronouncements -
-------------------------------
In May 2009, the FASB issued FASB guidance now codified as FASB ASC
Topic 855, Subsequent Events ("Topic 855"), which is effective June 15,
2009. Topic 855 provides guidance for disclosing events that occur after
the balance sheet date, but prior to the issuance of the financial
statements. The Trust is in compliance with the provisions of Topic 855.
Topic 855 did not have any impact to the Trust's financial position or
operating results.
In June 2009, the FASB issued FASB guidance now codified as FASB ASC
Topic 105, Generally Accepted Accounting Principles ("Topic 105"), which
is effective September 15, 2009. Topic 105 does not alter current U.S.
generally accepted accounting principles, but rather integrates existing
accounting standards with other authoritative guidance. As a result of
the integration, Topic 105 will be a single source of authoritative
guidance for non-governmental entities and will also supersede all other
previously issued non-SEC accounting and reporting guidance. The Trust
is in compliance with the provisions of Topic 105. Topic 105 did not
have any impact to the Trust's financial position or operating results
other than to change the references in the financial statement footnotes
to the ASC topics.
Subsequent events -
--------------------
In preparing these financial statements, the Trust has determined that
there are no subsequent events through December 28, 2009, which is the
date that the financial statements were issued. The Trust is not aware
of any material significant events that occurred after October 31, 2009
that required recognition or disclosure in these financial statements.
F-7
- 34 -
(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 Exxon Mobil 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.
(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 office
services, the Trust reimbursed the Managing Director $8,723 and $7,699 in
the fourth quarter of fiscal 2009 and 2008, respectively. For such office
space and services, the Trust reimbursed the Managing Director $27,470 and
$28,939 in fiscal 2009 and 2008, respectively.
As of January 1, 2007, Lawrence A. Kobrin, a Trustee of the Trust, was
named Senior Counsel at Cahill Gordon & Reindel LLP which serves as
counsel to the Trust. Prior to such time, Mr. Kobrin was a partner at
Cahill Gordon & Reindel LLP. For the fourth quarter of fiscal 2009 and
2008, the Trust paid Cahill Gordon & Reindel LLP $11,192 and $21,154 for
legal services, respectively. For fiscal 2009 and 2008, the Trust
paid Cahill Gordon & Reindel LLP $94,191 and $122,218 for legal services,
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
$5,000 and $10,000 in fiscal 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 and 2009 calendar years.
F-8
- 35 -
(6) Quarterly results (unaudited):
------------------------------
The table below summarizes the quarterly results and distributions of
the Trust for the fiscal years ended October 31, 2009 and 2008.
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
Fiscal 2008 by Quarter and Year
-------------------------------------------------------------
First Second Third Fourth Year
---------- ---------- ---------- ---------- -------------
Royalties
received $7,215,083 $9,360,976 $8,463,341 $9,605,759 $34,645,159
Net income $6,979,325 $9,049,406 $8,226,859 $9,409,548 $33,665,138
Net income
per unit $0.76 $0.98 $0.90 $1.02 $3.66
Distributions
paid or
to be paid $6,984,848 $9,006,778 $8,179,625 $9,466,308 $33,637,559
Distributions
per unit paid or
to be paid to
unit owners $0.76 $0.98 $0.89 $1.03 $3.66
F-10
- 36 -
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, 2009. Based on that evaluation, the Managing Director concluded
that the Trust's disclosure controls and procedures were effective as of
October 31, 2009.
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, 2009. 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, 2009. Management's
assessment of the effectiveness of our internal control over financial
reporting as of October 31, 2009 has been audited by Weiser LLP, the Trust's
independent auditor, as stated in their report which follows.
- 37 -
Part B. Attestation Report of Independent Registered Public
---------------------------------------------------
Accounting Firm
---------------
Report of Independent Registered Public Accounting Firm on
Internal Control over Financial Reporting
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, 2009, 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.
- 38 -
In our opinion, the Trust maintained, in all material respects, effective
internal control over financial reporting as of October 31, 2009, 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, 2009, 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, 2009
of the Trust and our report dated December 28, 2009 expressed an unqualified
opinion thereon.
Weiser LLP
New York, NY
December 28, 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 2009
that have materially affected, or are reasonably likely to materially affect,
the Trust's internal control over financial reporting.
Item 9B. Other Information.
-----------------
None.
- 39 -
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 17, 2010, 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 have signed a copy of the Code.
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 17, 2010, 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 17, 2010, 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 17, 2010, to be filed pursuant to Section 14 of the
Securities Exchange Act of 1934, and is incorporated herein by reference.
- 40 -
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 17, 2010, 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, 2009, 2008 and 2007
Reports of Independent Registered Public Accounting Firm
Statements of Assets, Liabilities and Trust Corpus as of
October 31, 2009 and 2008
Statements of Revenue Collected and Expenses Paid for the
Fiscal Years Ended October 31, 2009, 2008 and 2007
Statements of Undistributed Earnings for the Fiscal Years
Ended October 31, 2009, 2008 and 2007
Statements of Changes in Cash and Cash Equivalents for the
Fiscal Years Ended October 31, 2009, 2008 and 2007
Notes to Financial Statements
2. Exhibits
The Exhibit Index following the signature page lists all
exhibits filed with this Report or incorporated by reference.
- 41 -
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 28, 2009 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 28, 2009 /s/ Robert P. Adelman
--------------------------------
Robert P. Adelman, Managing Trustee
Dated: December 28, 2009 /s/ Samuel M. Eisenstat
--------------------------------
Samuel M. Eisenstat, Trustee
Dated: December 28, 2009 /s/ Lawrence A. Kobrin
--------------------------------
Lawrence A. Kobrin, Trustee
Dated: December 28, 2009 /s/ Willard B. Taylor
--------------------------------
Willard B. Taylor, Trustee
Dated: December 28, 2009 /s/ Rosalie J. Wolf
--------------------------------
Rosalie J. Wolf, Trustee
Dated: December 28, 2009 /s/ John R. Van Kirk
--------------------------------
John R. Van Kirk, Managing Director
- 42 -
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 43
Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
(32) Certification of Chief Executive Officer and 45
Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
(99.1) Calculation of Cost Depletion Percentage 46
for the 2009 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, 2009 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).