UNITED STATES
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, 2014 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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[X] Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
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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]
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, 2014, the aggregate market value of outstanding units of
beneficial interest of the registrant held by non-affiliates of the
registrant was $219,938,859 on such date.
As of December 30, 2014, 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 24, 2015.
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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.................................... 11
Item 2. Properties................................................... 11
Item 3. Legal Proceedings............................................ 14
Item 4. Mine Safety Disclosures...................................... 14
PART II
Item 5. Market for Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchase of Equity
Securities.................................................. 15
Item 6. Selected Financial Data...................................... 17
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 18
Item 7A. Quantitative and Qualitative Disclosures About Market Risk... 28
Item 8. Financial Statements and Supplementary Data.................. 29
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................... 39
Item 9A. Controls and Procedures...................................... 39
Item 9B. Other Information............................................ 40
PART III
Item 10. Directors, Executive Officers and Corporate Governance....... 42
Item 11. Executive Compensation....................................... 42
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.................. 42
Item 13. Certain Relationships and Related Transactions, and Director
Independence................................................ 42
Item 14. Principal Accountant Fees and Services....................... 43
PART IV
Item 15. Exhibits and Financial Statement Schedules................... 43
Signatures............................................................. 44
Exhibit Index.......................................................... 45
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PART I
Item 1. Business.
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(a) General Development of Business.
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North European Oil Royalty Trust (the "Trust") is a grantor trust
which, on behalf of the owners of beneficial interest in the Trust (the "unit
owners"), holds overriding royalty rights covering gas and oil production in
certain concessions or leases in the Federal Republic of Germany. The rights
are held under contracts with local German exploration and development
subsidiaries of ExxonMobil Corp. ("ExxonMobil") and the Royal Dutch/Shell
Group of Companies ("Royal Dutch/Shell Group"). Under these contracts, the
Trust receives various percentage royalties on the proceeds of the sales of
certain products from the areas involved. At the present time, royalties
are received for sales of gas well gas, oil well gas, crude oil, distillate
and sulfur. See Item 2 of this Report for descriptions of the relationships
of these companies and certain of these contracts.
The royalty rights were received by the Trust from North European
Oil Company (the "Company") upon dissolution of the Company in September
1975. The Company was organized in 1957 as the successor to North European
Oil Corporation (the "Corporation"). The Trust is administered by trustees
(the "Trustees") under an Agreement of Trust dated September 10, 1975, as
amended (the "Trust Agreement").
Neither the Trust nor the Trustees on behalf of the Trust conduct
any active business activities or operations. The function of the Trustees
is to monitor, verify, collect, hold, invest and distribute the royalty
payments made to the Trust. Under the Trust Agreement, the Trustees make
quarterly distributions of the net funds received by the Trust on behalf of
the unit owners. Funds temporarily held by the Trust are invested in
interest bearing bank deposits, money market accounts, certificates of
deposit, U.S. Treasury Bills or other government obligations.
There has been no significant change in the principal operation or
purpose of the Trust during the past fiscal year.
As part of the Sarbanes-Oxley Act of 2002 ("SOX"), the Securities
and Exchange Commission (the "SEC") adopted rules implementing
legislation concerning governance matters for publicly held entities. The
Trust is complying with the requirements of the SEC and SOX and, at this
time, the Trustees have chosen not to request any relief from those
provisions based on the passive nature of the Trust but may do so in the
future. 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 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 not
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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 applicable state.
Royalties are paid to the Trust on sales from production under
these leases and concessions by the operating companies on a regular monthly
or quarterly basis pursuant to the royalty agreements. The operating
companies make royalty payments to the Trust exclusively in Euros. As
promptly as possible after the funds are deposited in the Trust's bank
account in Germany, they are converted into U.S. dollars at the exchange
rate in effect on that date and transferred 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. However, since the actual royalty deposits are held as
Euros for such a limited time, the market risk with respect to these
deposits is small. 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
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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 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.
Finally, natural gas and crude oil are wasting assets. While known reserves
may increase as additional development adds quantities to the reserve
amount, the amount of known and unknown reserves is finite and will decline
over time. 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. The current
moratorium on hydraulic fracturing ("fracking") has caused the operating
companies to shift some of their drilling efforts from the Carboniferous zone
(which requires fracking in order for drilling to be economically productive)
to other zones which do not require fracking. Since all current productive
zones within the Oldenburg concession are below 3,000 meters, the proposed
lifting of the moratorium with regard to fracking would allow the operating
companies to conduct fracking in these zones. The operating companies will
have to comply with the various regulatory requirements, which have yet to be
instituted, in order to use fracking. When or if the moratorium will be
lifted is not known at this time.
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, in cooperation with a parallel royalty owner (Unitarian
Universalist Congregation at Shelter Rock, Inc.), arranges for periodic
examinations of the books and records of the operating companies to verify
compliance with the computation provisions of the applicable agreements.
From time to time, these examinations disclose computational errors or errors
from inappropriate application of existing agreements and appropriate
adjustments are requested and made. These periodic examinations may also
disclose matters that are subject to dispute between the parties.
Historically, most disputes have been resolved through negotiations.
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(d) Financial Information about Geographic Areas.
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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, 2014.
(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. The former consultant in Germany continues to be available to
share his knowledge and experience. The Trust also retains an accounting
firm and a legal firm in Germany to advise and represent the Trust in those
fields as needed. 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 through the Trust's website as
soon as reasonably practicable after such reports are filed with or furnished
to the SEC. The North European Oil Royalty Trust Agreement (as amended), 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. Natural gas is a wasting asset.
The production and sale of natural gas, from which the Trust derives its
royalties, reduces the amount of remaining proved producing reserves of
natural gas. 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. Ultimately, the amount of known and unknown reserves within a
defined area, such as the Oldenburg concession, is finite and will decline
over time.
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.
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The Trust currently receives quarterly reports from the operating companies
with respect to production and sales on either a well-by-well or an area-wide
basis. The Trust also receives annual reports from the operating companies
with respect to current and planned drilling and exploration efforts. These
reports are very limited in nature. The unified exploration and production
venture, ExxonMobil Production Deutschland GmbH ("EMPG"), which provides
these reports to the Trust, continues to limit the information flow to that
which is required by German law, and the Trust has no legal or contractual
right to compel the issuance of additional information. The Trust's
inability to compel the delivery of detailed information with respect to
individual wells increases the possibility of inaccuracy in the petroleum
engineering consultant's estimates of reserves.
Actual production, revenues and expenditures by the operating
companies for the royalty areas, and therefore actual net proceeds payable
to the Trust, will vary from estimates and those variations could be material.
The moratorium on fracking currently in effect has forced the operating
companies to shift their drilling efforts away from the Carboniferous zone,
which requires fracking in order for drilling to be economically productive,
to other zones which do not require fracking. We cannot estimate the impact
the absence of fracking may have had, or will have, on the development of
additional reserves.
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.
There are continuing and growing efforts underway to decouple the
linkage between oil prices and gas prices, that has historically existed in
European gas supply contracts. In recent years as oil prices have increased,
that linkage has supported higher gas prices. A spot market has developed in
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Europe in recent years with corresponding spot market prices for gas where
the gas price is not linked to oil prices. For decades, the European gas
market has valued stability of supply over price considerations. In recent
years with the advent of additional sources of supply and concerns over high
energy prices, there has been a shift in this position to one where price has
been given a larger role. Whether the efforts to completely remove the
linkage will succeed cannot be determined. However, there are increasing
indications that efforts to decouple the price of gas from the price of oil
are strengthening and that the occasions of spot market prices being utilized
in gas sale contracts may be growing. According to the Trust's accountants
in Germany, there is growing evidence that oil prices are no longer being
used in new contracts as a pricing basis for gas. Instead gas prices may be
linked to spot market prices on a specific exchange with a plus or minus
factor included. At this time we cannot predict what impact such decoupling
might have on the Trust and its royalty income.
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 upon their transfer from Germany to the
United States. In relation to the dollar, a stronger Euro would yield more
dollars and a weaker Euro would yield less dollars.
The long-term impact relates to the mechanism of gas pricing
contained in some of 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 contractual
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. For gas that is sold on the spot market
or between Mobil Erdgas and BEB using spot market prices (intra-company
sales), there is no long-term impact because there is no relationship between
the price of gas and the price of oil for these sales. According to the
Trust's accountants in Germany, the linkage in contracts between oil prices
(through the price of light heating oil) and gas prices appears to be
declining with new contracts being written with a linkage to spot market
prices on a specific exchange with a plus or minus factor added. With the
possible gradual elimination from the gas sales contracts of the oil price
linkage, the long-term impact of the exchange rate on Trust royalties may be
gradually eliminated over time.
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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 ExxonMobil, or by Oldenburgische Erdolgesellschaft
("OEG"). As a result of direct and indirect ownership, ExxonMobil owns two-
thirds of OEG and the Royal Dutch/Shell Group owns one-third of OEG. The
Oldenburg concession (1,398,000 acres), covering virtually the entire former
Grand Duchy of Oldenburg and located in the German federal state of Lower
Saxony, provides nearly 100% of the royalties received by the Trust. BEB
Erdgas und Erdol GmbH ("BEB"), a joint venture in which ExxonMobil and the
Royal Dutch/Shell Group each own 50%, administers the concession held by
OEG. In 2002, Mobil Erdgas and BEB formed EMPG to carry out all exploration,
drilling and production activities. All sales activities are still handled
by either Mobil Erdgas or BEB.
Under one set of rights covering the western part of the Oldenburg
concession (approximately 662,000 acres), the Trust receives a royalty
payment of 4% on gross receipts from sales by Mobil Erdgas of gas well gas,
oil well gas, crude oil and condensate (the "Mobil Agreement"). Under the
Mobil Agreement there is no deduction of costs prior to the calculation of
royalties from gas well gas and oil well gas, which together account for
approximately 98% 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. This base price is adjusted
annually by an inflation index. When the average quarterly selling price
falls below the indexed base price, no sulfur royalties are paid by Mobil
Erdgas. Sulfur royalties under the Mobil Agreement totaled $375,614,
$600,514 and $825,369 during fiscal 2014, 2013 and 2012, respectively.
Under another set of rights covering the entire Oldenburg
concession and pursuant to the agreement with OEG, the Trust receives
royalties at the rate of 0.6667% on gross receipts from sales by BEB of gas
well gas, oil well gas, crude oil, condensate and sulfur (removed during the
processing of sour gas) less a certain allowed deduction of costs (the "OEG
Agreement"). Under the OEG Agreement, 50% of the field handling, treatment
and transportation costs as reported for state royalty purposes are deducted
from the gross sales receipts prior to the calculation of the royalty to be
paid to the Trust.
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In addition to the Oldenburg area, the Trust also holds overriding
royalties at various rates on a number of currently non-producing leases of
various sizes in other areas of northwest Germany. One of these leases,
Grosses Meer, provided royalties of $0, $0 and $3,813 during fiscal 2014, 2013
and 2012, respectively.
The following is a schedule of royalty income for the fiscal year
ended October 31, 2014 by product, geographic area and operating company:
BY PRODUCT:
-----------
Product Royalty Income
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Gas Well and Oil Well Gas $ 17,837,669
Sulfur $ 704,106
Oil $ 385,230
BY GEOGRAPHIC AREA:
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Area Royalty Income
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Western Oldenburg $ 14,881,188
Eastern Oldenburg $ 4,045,817
Non-Oldenburg Areas $ 0
BY OPERATING COMPANY:
---------------------
Company Royalty Income
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Mobil Erdgas (under the Mobil Agreement) $ 12,977,448
BEB (under the OEG Agreement) $ 5,949,557
Exhibit 99.1 to this Report is a report entitled Calculation of Cost
Depletion Percentage for the 2014 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, 2014 (the "Cost Depletion Report").
The Cost Depletion Report, dated November 26, 2014, 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 2014 calendar year
based on the use of certain production data and the estimated net proved
producing reserves as of October 1, 2014 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, 2014. While this is one month prior
to the end of the fiscal year of the Trust, the information available for
production and sales through the end of September is the most complete
information available at a date early enough to permit the timely preparation
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of the various reports required. Unit owners are referred to the full text
of the Cost Depletion Report contained herein for further details.
The primary purpose of the Cost Depletion Report is the preparation
of the cost depletion percentage for use by unit owners in their own tax
reporting. The only information provided to the Trust that can be utilized
in the calculation of the cost depletion percentage is current and historical
production and sales of proved producing reserves. For the western half of
the Oldenburg Concession, the Trust received quarterly production and sales
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, 2014 and a five year schedule of gas, sulfur and
oil sales for the twelve months ended September 30, 2014, 2013, 2012, 2011
and 2010 computed from quarterly sales reports of operating companies
received by the Trust during such periods.
- 14 -
Item 3. Legal Proceedings.
-----------------
The Trust is not a party to any pending legal proceedings.
Item 4. Mine Safety Disclosures.
-----------------------
Not Applicable.
- 15 -
PART II
Item 5. Market for the Registrant's Common Equity, Related Stockholder
--------------------------------------------------------------
Matters and Issuer Purchases of Equity Securities.
--------------------------------------------------
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 28, 2014, there were 793 unit
owners of record.
The following table presents the high and low closing prices for
the quarterly periods ended in fiscal 2014 and 2013 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 2014
----------------
Low High Distribution
Closing Closing per
Quarter Ended Price Price Unit
------------- --------- --------- ------------
January 31, 2014 $18.65 $23.60 $0.54
April 30, 2014 $20.15 $24.40 $0.56
July 31, 2014 $22.87 $24.65 $0.46
October 31, 2014 $18.29 $23.00 $0.39
FISCAL YEAR 2013
----------------
Low High Distribution
Closing Closing per
Quarter Ended Price Price Unit
------------- --------- --------- ------------
January 31, 2013 $21.80 $28.25 $0.59
April 30, 2013 $23.35 $27.00 $0.64
July 31, 2013 $24.00 $26.18 $0.49
October 31, 2013 $21.54 $26.06 $0.53
The quarterly distributions to unit owners represent their
undivided interest in royalty payments from sales of gas, sulfur and oil
during the previous quarter. Each unit owner is entitled to recover a
portion of his or her investment in these royalty rights through a cost
depletion percentage. The calculation of this cost depletion percentage is
set forth in detail in Attachment B to the Cost Depletion Report attached as
Exhibit 99.1 to this Form 10-K.
- 16 -
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 2014 is 11.1875%. 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 2014 calendar year are included on
special removable pages in the 2014 Annual Report. Additionally, the tax
reporting information for 2014 is available on the Trust's website,
www.neort.com, in the section marked Tax Letters contained within the Tax
Information section.
The Trust does not maintain any compensation plans under which
units are authorized for issuance. The Trust did not make any repurchases of
Trust units during fiscal 2014, 2013 or 2012 and has never made such
repurchases.
- 17 -
Item 6. Selected Financial Data.
-----------------------
NORTH EUROPEAN OIL ROYALTY TRUST
--------------------------------
SELECTED FINANCIAL DATA (CASH BASIS)
------------------------------------
FOR FIVE FISCAL YEARS ENDED OCTOBER 31, 2014
----------------------------------------------
2014 2013 2012 2011 2010
----------- ----------- ----------- ----------- -----------
German gas,
sulfur
and oil
royalties
received $18,927,005 $21,546,298 $23,672,808 $25,148,523 $19,645,331
=========== =========== =========== =========== ===========
Net Income $18,044,579 $20,635,306 $22,609,961 $24,195,907 $18,720,265
=========== =========== =========== =========== ===========
Net Income
per unit (a) $1.96 $2.25 $2.46 $2.63 $2.04
===== ===== ===== ===== =====
Units of
beneficial
interest
outstanding
at end
of year (a) 9,190,590 9,190,590 9,190,590 9,190,590 9,190,590
Distributions
per unit
paid or to
be paid to
unit owners $1.95 $2.25 $2.46 $2.63 $2.04
===== ===== ===== ===== =====
Total assets
at year end $3,754,737 $4,918,491 $4,778,200 $5,971,867 $5,211,966
========== ========== ========== ========== ==========
(a) Net income per unit was calculated based on the number
of units outstanding at the end of the fiscal year.
- 18 -
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 provided approximately 94% of the total royalties in fiscal 2014.
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.
On approximately the 25th of the months of January, April, July and
October, the operating companies calculate the amount of gas sold during the
previous calendar quarter and determine the amount of royalties that were
payable to the Trust based on those sales. This amount is divided into
thirds and forms the monthly royalty payments (payable on the 15th of each
month) to the Trust for its upcoming fiscal quarter. At the same time that
the operating companies determine the actual amount of royalties that were
payable for the prior calendar quarter, they look at the actual amount of
royalties that were paid to the Trust for that period and calculate the
difference between what was paid and what was payable. Additional amounts
payable by the operating companies are paid immediately and any overpayment
is deducted from the payment for the first month of the following fiscal
quarter. In September of each year, the operating companies make the final
determination of any necessary royalty adjustments for the prior calendar
year with a positive or negative adjustment made accordingly. The Trust's
German accountants review the royalty calculations on a biennial basis.
- 19 -
There are two types of natural gas found within the Oldenburg
concession, sweet gas and sour gas. Sweet gas has little or no contaminants
and needs no treatment before it can be sold. In recent years, sweet gas
has assumed the role of swing producer. During periods of high demand, the
production of sweet gas is increased as necessary. During the summer months,
sweet gas production is reduced due to a general decline in demand. Sour
gas, in comparison, must be processed at the Grossenkneten desulfurization
plant 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. As needed, the
operators conduct maintenance on the plant, generally during the summer
months when demand is lower.
Under the Mobil and OEG Agreements, the gas is sold either to
various distributors under long-term contracts (which delineate, among other
provisions, the timing, manner, volume and price of the gas sold) or the gas
is sold at the spot market prices. Gas sold at spot market prices is either
sold directly on the spot market or the gas is sold between Mobil Erdgas and
BEB (intra-company sales). With regard to gas sales under the long-term
contracts, the pricing mechanisms contained in these contracts include a
delay factor of three to six months and often specify the use the price of
light heating oil in Germany as one of the primary pricing components. Since
Germany must rely on imports to meet the majority of its energy demands, oil
prices on the international market (in U.S. dollars) have a significant
impact on the price of light heating oil in Germany and a delayed impact on
the price of gas. The price of gas sold on the spot market or sold between
Mobil Erdgas and BEB is not based on a relationship to the price of oil but
instead the gas is sold at the quoted market price of gas then trading as
determined by supply and demand. The Trust itself does not have access to
the specific sales contracts under which gas from the Oldenburg concession is
sold. However, working under a confidentiality agreement with the operating
companies, the Trust's German accountants review both the contractual sales
and spot market or intra-company sales periodically on behalf of the Trust to
verify their correctness. The Trust's accountants in Germany have completed
their examination of the operating companies for 2011 and 2012. There
remains one open item concerning the manner of the inclusion of certain gas
quantities in the calculation of the average price for gas that is under
discussion with the operating companies. The specific period in question
covers 2009 to date. The current amount in question is not material but
the cumulative impact over time cannot be quantified.
For unit owners, changes in the dollar value of the Euro have both
an immediate and long-term impact. The immediate impact is from the exchange
rate that is applied at the time the royalties, paid to the Trust in Euros,
are converted into U.S. dollars at the time of their transfer from Germany to
the United States. In relation to the dollar, a stronger Euro would yield
more dollars and a weaker Euro would yield less dollars. The long-term impact
relates to the mechanism of gas pricing contained in some of 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
- 20 -
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. With regard to
either spot market or intra-company sales, there is no long-term impact
because there is no relationship between the price of gas and the price of
oil. According to the Trust's accountants in Germany, the linkage in
contracts between oil prices (through the price of light heating oil) and gas
prices appears to be declining with new contracts being written with a
linkage to spot market prices on a specific exchange with a plus or minus
factor added. With the possible gradual elimination from the gas sales
contracts of the oil price linkage, the long-term impact of the exchange
rate on Trust royalties may be gradually eliminated over time.
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 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 the Trust's consultant, he receives reports from EMPG with respect to
current and planned drilling and exploration efforts. However, EMPG and the
operating companies continue 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. Sales prices along 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.
- 21 -
Results: Fiscal 2014 versus Fiscal 2013
----------------------------------------
For fiscal 2014, the Trust's gross royalty income decreased 12.16%
to $18,927,005 from $21,546,298 in fiscal 2013. The decrease in royalty
income is due to declines in gas sales and gas prices under both royalty
agreements. The impact of these factors was partially offset by a slight
increase in average exchange rates. The decrease in the amount of royalty
income resulted in the lower distributions. The total distribution for
fiscal 2014 was $1.95 per unit compared to $2.25 per unit for fiscal 2013.
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. The adjustment for the 2013 calendar year
attributable to gas sales under the Mobil Agreement was a reduction of
Euros 492,790 and represented a negative impact of approximately $0.0683 per
unit. This negative adjustment was not applied against the royalty income
payable in the final month of the Trust's fourth fiscal quarter as was
customary. It is anticipated that this adjustment will reduce royalty income
payable to the Trust in the first quarter of fiscal 2015. In the fourth
fiscal quarter of 2013, the 2012 calendar year adjustment represented a minor
positive impact of $0.0043 per unit.
Gas sales under the Mobil Agreement declined 7.85% to 31.172
Billion cubic feet ("Bcf") in fiscal 2014 from 33.829 Bcf in fiscal 2013.
Since the Trust does not receive information about the decision making
process of the operating companies, it is impossible to determine to what
extent, if any, which factors may have impacted gas sales. According to the
Trust's consultant in Germany, it is most likely that the decline in gas
production is due to the normal reduction in well pressure that is
experienced over time which has not been fully offset by the addition of new
wells and production capacity.
Quarterly and Yearly Gas Sales under the Mobil Agreement in Billion cubic feet
------------------------------------------------------------------------------
Fiscal Quarter 2014 Gas Sales 2013 Gas Sales Percentage Change
-------------- ---------------- ---------------- -----------------
First 8.108 8.897 - 8.87%
Second 7.651 8.656 -11.61%
Third 7.738 8.102 - 4.49%
Fourth 7.675 8.174 - 6.10%
-------------- ---------------- ---------------- -----------------
Fiscal Year Total 31.172 33.829 - 7.85%
Average prices for gas sold under the Mobil Agreement decreased
8.01% to 2.4899 Ecents/kWh in fiscal 2014 from 2.7066 Ecents/kWh in
fiscal 2013.
Average Gas Prices under the Mobil Agreement in Euro cents per Kilowatt Hour
------------------------------------------------------------------------------
Fiscal Quarter 2014 Gas Prices 2013 Gas Prices Percentage Change
-------------- ----------------- ----------------- -----------------
First 2.7458 2.9620 - 7.30%
Second 2.6635 2.4352 + 9.38%
Third 2.3661 2.7651 -14.43%
Fourth 2.1709 2.6583 -18.34%
-------------- ----------------- ----------------- -----------------
Fiscal Year Avg. 2.4899 2.7066 - 8.01%
- 22 -
Converting gas prices into more familiar terms, using the average
exchange rate, yielded a price of $9.65 per thousand cubic feet ("Mcf"), a
5.76% decrease from fiscal 2013's average price of $10.24/Mcf. For fiscal
2014, royalties paid under the Mobil Agreement were converted and transferred
at an average Euro/dollar exchange rate of $1.3499, an increase of 2.48% from
the average Euro/dollar exchange rate of $1.3172 for fiscal 2013.
Average Euro Exchange Rate under the Mobil Agreement
----------------------------------------------------------------------------
2014 Average 2013 Average
Fiscal Quarter Euro Exchange Rate Euro Exchange Rate Percentage Change
-------------- ------------------ ------------------ -----------------
First 1.3597 1.3158 + 3.34%
Second 1.3776 1.3105 + 5.12%
Third 1.3577 1.3090 + 3.72%
Fourth 1.2944 1.3334 - 2.92%
-------------- ------------------ ------------------ -----------------
Fiscal Year Avg. 1.3499 1.3172 + 2.48%
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 2014, the volume of gas sold
from western Oldenburg accounted for only 32.08% of the volume of all gas
sales. However, western Oldenburg gas royalties provided approximately
78.91% or $14,076,205 out of a total of $17,837,669 in overall Oldenburg gas
royalties.
Gas sales under the OEG Agreement decreased 5.91% to 97.155 Bcf in
fiscal 2014 from 103.256 Bcf in fiscal 2013. Since the Trust does not receive
information about the decision making process of the operating companies, it
is impossible to determine to what extent, if any, which factors may have
impacted gas sales. According to the Trust's consultant in Germany, it is
most likely that the decline in gas production is due to the normal reduction
in well pressure that is experienced over time which has not been fully offset
by the addition of new wells and production capacity.
Quarterly and Yearly Gas Sales under the OEG Agreement in Billion cubic feet
----------------------------------------------------------------------------
Fiscal Quarter 2014 Gas Sales 2013 Gas Sales Percentage Change
-------------- ---------------- ---------------- -----------------
First 25.467 27.117 - 6.08%
Second 24.355 26.508 - 8.12%
Third 24.194 24.436 - 0.99%
Fourth 23.139 25.195 - 8.16%
-------------- ---------------- ---------------- -----------------
Fiscal Year Total 97.155 103.256 - 5.91%
- 23 -
Average gas prices for gas sold under the OEG Agreement decreased
10.29% to 2.5622 Ecents/kWh in fiscal 2014 from 2.8561 Ecents/kWh in
fiscal 2013.
Average Gas Prices under the OEG Agreement in Euro cents per Kilowatt Hour
----------------------------------------------------------------------------
Fiscal Quarter 2014 Gas Prices 2013 Gas Prices Percentage Change
-------------- ----------------- ----------------- -----------------
First 2.7962 3.0363 - 7.91%
Second 2.7096 2.9002 - 6.57%
Third 2.4367 2.7696 -12.02%
Fourth 2.2803 2.7003 -15.55%
-------------- ----------------- ----------------- -----------------
Fiscal Year Avg. 2.5622 2.8561 -10.29%
Converting gas prices into more familiar terms, using the average
exchange rate, yielded a price of $9.70/Mcf, a 7.71% decrease over fiscal
2013's average price of $10.51/Mcf. For fiscal 2014, royalties paid under
the OEG Agreement were converted and transferred at an average Euro/dollar
exchange rate of $1.3507, an increase of 2.82% from the average Euro/dollar
exchange rate of $1.3136 for fiscal 2013.
Average Euro Exchange Rate under the OEG Agreement
----------------------------------------------------------------------------
2014 Average 2013 Average
Fiscal Quarter Euro Exchange Rate Euro Exchange Rate Percentage Change
-------------- ------------------ ------------------ -----------------
First 1.3604 1.3083 + 3.98%
Second 1.3774 1.3105 + 5.10%
Third 1.3577 1.3048 + 4.05%
Fourth 1.2891 1.3352 - 3.45%
-------------- ------------------ ------------------ -----------------
Fiscal Year Avg. 1.3507 1.3136 + 2.82%
Interest income for fiscal 2014 decreased 26.18% to $18,724 as
compared to $25,363 for fiscal 2013 reflecting the reduction in royalty
receipts. Trust expenses decreased 3.76% to $901,150 in fiscal 2014 from
$936,355 in fiscal 2013 primarily due to the absence of legal costs
associated with the previous year's litigation in Germany and the reduction in
Trustees fees as specified according to the provisions of the Trust Agreement.
Results: Fiscal 2013 versus Fiscal 2012
----------------------------------------
For fiscal 2013, the Trust's gross royalty income decreased 8.98%
to $21,546,298 from $23,672,808 in fiscal 2012. The decrease in royalty
income is due to declines in gas sales. The impact of this factor was
reduced but not completely offset by the increase in gas prices and average
exchange rates. The decrease in the amount of royalty income resulted in the
lower distributions. The total distribution for fiscal 2013 was $2.25 per
unit compared to $2.46 per unit for fiscal 2012. 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. In the
fourth fiscal quarter of 2013, the prior year adjustment represented a minor
positive impact of $0.0043 per unit. In the fourth quarter of fiscal 2012,
the prior year adjustment represented a negative impact of approximately
$0.0189 per unit.
- 24 -
Gas sales under the Mobil Agreement declined 9.88% to 33.829 Bcf in
fiscal 2013 from 37.539 Bcf in fiscal 2012. Since the Trust does not receive
information about the decision making process of the operating companies, it
is impossible to determine to what extent, if any, which factors may have
impacted gas sales. According to the Trust's consultant in Germany, it is
most likely that the decline in gas production is due to the normal reduction
in well pressure that is experienced over time which has not been fully
offset by the addition of new wells and production capacity.
Quarterly and Yearly Gas Sales under the Mobil Agreement in Billion cubic feet
------------------------------------------------------------------------------
Fiscal Quarter 2013 Gas Sales 2012 Gas Sales Percentage Change
-------------- ---------------- ---------------- -----------------
First 8.897 9.749 - 8.74%
Second 8.656 9.632 -10.13%
Third 8.102 9.140 -11.36%
Fourth 8.174 9.018 - 9.36%
-------------- ---------------- ---------------- -----------------
Fiscal Year Total 33.829 37.539 - 9.88%
Average prices for gas sold under the Mobil Agreement increased
0.19% to 2.7066 Ecents/kWh in fiscal 2013 from 2.7015 Ecents/kWh in
fiscal 2012.
Average Gas Prices under the Mobil Agreement in Euro cents per Kilowatt Hour
------------------------------------------------------------------------------
Fiscal Quarter 2013 Gas Prices 2012 Gas Prices Percentage Change
-------------- ----------------- ----------------- -----------------
First 2.9620 2.8563 + 3.70%
Second 2.4352 2.8708 -15.17%
Third 2.7651 2.6666 + 3.69%
Fourth 2.6583 2.3884 +11.30%
-------------- ----------------- ----------------- -----------------
Fiscal Year Avg. 2.7066 2.7015 + 0.19%
Converting gas prices into more familiar terms, using the average
exchange rate, yielded a price of $10.24/Mcf, a 2.71% increase over fiscal
2012's average price of $9.97/Mcf. For fiscal 2013, royalties paid under
the Mobil Agreement were converted and transferred at an average Euro/dollar
exchange rate of $1.3172, an increase of 2.47% from the average Euro/dollar
exchange rate of $1.2854 for fiscal 2012.
Average Euro Exchange Rate under the Mobil Agreement
----------------------------------------------------------------------------
2013 Average 2012 Average
Fiscal Quarter Euro Exchange Rate Euro Exchange Rate Percentage Change
-------------- ------------------ ------------------ -----------------
First 1.3158 1.3017 + 1.08%
Second 1.3105 1.3024 + 0.62%
Third 1.3090 1.2530 + 4.47%
Fourth 1.3334 1.2824 + 3.98%
-------------- ------------------ ------------------ -----------------
Fiscal Year Avg. 1.3172 1.2854 + 2.47%
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
- 25 -
bulk of royalties paid to the Trust. For fiscal 2013, the volume of gas sold
from western Oldenburg accounted for only 32.76% of the volume of all gas
sales. However, western Oldenburg gas royalties provided approximately
77.93% or $15,556,093 out of a total of $19,962,499 in overall Oldenburg gas
royalties.
Gas sales under the OEG Agreement decreased 3.01% to 103.256 Bcf in
fiscal 2013 from 106.457 Bcf in fiscal 2012. Since the Trust does not receive
information about the decision making process of the operating companies, it
is impossible to determine to what extent, if any, which factors may have
impacted gas sales. According to the Trust's consultant in Germany, it is
most likely that the decline in gas production is due to the normal reduction
in well pressure that is experienced over time which has not been fully offset
by the addition of new wells and production capacity.
Quarterly and Yearly Gas Sales under the OEG Agreement in Billion cubic feet
----------------------------------------------------------------------------
Fiscal Quarter 2013 Gas Sales 2012 Gas Sales Percentage Change
-------------- ---------------- ---------------- -----------------
First 27.117 28.187 - 3.80%
Second 26.508 26.104 + 1.55%
Third 24.436 26.254 - 6.92%
Fourth 25.195 25.912 - 2.77%
-------------- ---------------- ---------------- -----------------
Fiscal Year Total 103.256 106.457 - 3.01%
Average gas prices for gas sold under the OEG Agreement increased
2.37% to 2.8561 Ecents/kWh in fiscal 2013 from 2.7900 Ecents/kWh in
fiscal 2012.
Average Gas Prices under the OEG Agreement in Euro cents per Kilowatt Hour
----------------------------------------------------------------------------
Fiscal Quarter 2013 Gas Prices 2012 Gas Prices Percentage Change
-------------- ----------------- ----------------- -----------------
First 3.0363 2.9205 + 3.97%
Second 2.9002 3.0872 - 6.06%
Third 2.7696 2.5079 +10.44%
Fourth 2.7003 2.6346 + 2.49%
-------------- ----------------- ----------------- -----------------
Fiscal Year Avg. 2.8561 2.7900 + 2.37%
Converting gas prices into more familiar terms, using the average
exchange rate, yielded a price of $10.51/Mcf, a 4.68% increase over fiscal
2012's average price of $10.04/Mcf. For fiscal 2013, royalties paid under
the OEG Agreement were converted and transferred at an average Euro/dollar
exchange rate of $1.3136, an increase of 2.19% from the average Euro/dollar
exchange rate of $1.2854 for fiscal 2012.
Average Euro Exchange Rate under the OEG Agreement
----------------------------------------------------------------------------
2013 Average 2012 Average
Fiscal Quarter Euro Exchange Rate Euro Exchange Rate Percentage Change
-------------- ------------------ ------------------ -----------------
First 1.3083 1.3028 + 0.42%
Second 1.3105 1.3019 + 0.66%
Third 1.3048 1.2488 + 4.48%
Fourth 1.3352 1.2845 + 3.95%
-------------- ------------------ ------------------ -----------------
Fiscal Year Avg. 1.3136 1.2854 + 2.19%
- 26 -
Interest income for fiscal 2013 decreased 36.84% to $25,363 as
compared to $40,156 for fiscal 2012 reflecting the reduction in royalty
receipts. Trust expenses decreased 15.11% to $936,355 in fiscal 2013 from
$1,103,003 in fiscal 2012 primarily due to the absence of legal costs
associated with the litigation in Germany, the absence of accounting costs
associated with the biennial royalty examination for the years 2009 and 2010
and the reduction in Trustees fees as specified according to the provisions
of 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 represents a summary of the Trust's German consultant's recent
conversations with representatives of EMPG. The Trust is not able to confirm
the accuracy of any of these responses by the operating companies.
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.
EMPG has provided the following update on work conducted in
2014 and planned for 2015 and beyond. EMPG originally had two
wells scheduled for 2014. The first well, Goldenstedt Z-34 (an
eastern sour gas infill well), was successfully completed and is
producing at 8.9 million cubic feet per day. This is the maximum
capacity at the existing well site treatment plant. The second
well, Hemmelte NW T-1, is an exploratory sweet gas well located in
western Oldenburg. The start of drilling was initially scheduled
for the end of 2014 or the beginning of 2015 but has since been
pushed back to the third quarter of 2015.
Visbek Z-16a, a western sour gas well, went into production in
April of 2013 but suffered a casing collapse in October 2013. EMPG
is planning to drill a new sidetrack parallel to the old one at some
point during 2015. Goldenstedt Z-25 entered production in April
2013 with a very low flow rate that was complicated by the addition
of "technical water," water lost in the formation during the
drilling process. Production has since stabilized at a low level of
1.3 million cubic feet per day but the gas is still loaded with
"technical water." The initial attempt to resolve this issue
failed. EMPG has scheduled a new sidetrack parallel to the current
one out of the existing wellbore to be drilled during 2015.
Ahlhorn Z-3, initially announced to begin drilling in late
2015, is now scheduled for the second quarter of 2016. This western
sour gas well represents an attempt to re-open the Ahlhorn gas field
that had been plugged and abandoned in 1997. The geological
planning for Kneheim Z-5a, a western sour gas well, has begun but
the possible drilling has been moved from the 2015/2016 time frame
to late 2016.
EMPG still has four Carboniferous wells in its portfolio.
However, the drilling of the Carboniferous wells will not proceed
until the lifting of the moratorium on fracking. Whether these
- 27-
wells or those described above will be drilled is still at the
discretion of EMPG and will depend upon results of earlier drilling
and an evaluation of economic circumstances.
Critical Accounting Policies
----------------------------
The financial statements, appearing subsequently in this Report,
present financial statement balances and financial results on a modified cash
basis of accounting, which is a comprehensive basis of accounting other than
accounting principles generally accepted in the United States ("GAAP basis").
Cash basis accounting is an accepted accounting method for royalty trusts
such as the Trust. GAAP basis financial statements disclose income as earned
and expenses as incurred, without regard to receipts or payments. The use of
GAAP would require the Trust to accrue for expected royalty payments. This
is exceedingly difficult since the Trust has very limited information on such
payments until they are received and cannot accurately project such amounts.
The Trust's cash basis financial statements disclose revenue when cash is
received and expenses when cash is paid. The one modification of the cash
basis of accounting is that the Trust accrues for distributions to be paid
to unit owners (those distributions approved by the Trustees for the Trust).
The Trust's distributable income represents royalty income received by the
Trust during the period plus interest income less any expenses incurred by
the Trust, all on a cash basis. In the opinion of the Trustees, the use of
the modified cash basis provides a more meaningful presentation to unit
owners of the results of operations of the Trust and presents to the unit
owners a more accurate calculation of income and expenses for tax reporting
purposes.
Off-Balance Sheet Arrangements
------------------------------
The Trust has no off-balance sheet arrangements.
Contractual Obligations
-----------------------
As shown below, the Trust had no contractual obligations as of
October 31, 2014 other than the distribution announced on October 30, 2014
and payable to unit owners on November 26, 2014, 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 $3,584,330 $3,584,330 $0 $0 $0
-----------------------------------
- 28 -
This Report on Form 10-K may contain forward-looking statements
intended to qualify for the safe harbor from liability established by the
Private Securities Litigation Reform Act of 1995. Such statements address
future expectations and events or conditions concerning 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:
- risks and uncertainties concerning levels of gas production
and gas sale prices, general economic conditions and currency
exchange rates;
- the ability or willingness of the operating companies to
perform under their contractual obligations with the Trust;
- potential disputes with the operating companies and the
resolution thereof; and
- the risk factors set forth above under Item 1A of this Report.
All such factors are difficult to predict, contain uncertainties
that may materially affect actual results, and are generally beyond the
control of the Trust. New factors emerge from time to time and it is not
possible for the Trust to predict all such factors or to assess the impact
of each such factor on the Trust. Any forward-looking statement speaks
only as of the date on which such statement is made, and the Trust does not
undertake any obligation to update any forward-looking statement to reflect
events or circumstances after the date on which such statement is made.
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 with respect to funds held in the Trust's
bank account in Germany 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.
- 29 -
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, 2014 and 2013 F-2
Statements of Revenue Collected and Expenses Paid
for the Fiscal Years Ended October 31, 2014,
2013 and 2012 F-3
Statements of Undistributed Earnings for the Fiscal
Years Ended October 31, 2014, 2013 and 2012 F-4
Statements of Changes in Cash and Cash Equivalents for
the Fiscal Years Ended October 31, 2014, 2013 and 2012 F-5
Notes to Financial Statements F-6 - F-9
- 30 -
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and the 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,
2014 and 2013, 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, 2014. 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, 2014 and 2013, 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,
2014, 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, 2014, based on criteria established in
Internal Control-Integrated Framework (1992) issued by the Committee of
Sponsoring Organizations of the Treadway Commission, and our report dated
December 30, 2014 expressed an unqualified opinion.
/s/ WeiserMazars LLP
New York, NY
December 30, 2014
F-1
- 31 -
NORTH EUROPEAN OIL ROYALTY TRUST
--------------------------------
STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS (NOTE 1)
-----------------------------------------------------------
OCTOBER 31, 2014 AND 2013
-------------------------
ASSETS 2014 2013
------ ------------ ------------
Current Assets --
Cash and cash equivalents $3,754,736 $4,918,490
Producing gas and oil royalty
rights, net of amortization
(Notes 1 and 2) 1 1
------------ ------------
Total Assets $3,754,737 $4,918,491
============ ============
LIABILITIES AND TRUST CORPUS
----------------------------
Current liabilities --
Distributions to be paid
to unit owners, paid
November 2014 and 2013 $3,584,330 $4,871,013
Trust corpus (Notes 1 and 2) 1 1
Undistributed earnings 170,406 47,477
------------ ------------
Total Liabilities and Trust Corpus $3,754,737 $4,918,491
============ ============
The accompanying notes are
an integral part of these financial statements.
F-2
- 32 -
NORTH EUROPEAN OIL ROYALTY TRUST
--------------------------------
STATEMENTS OF REVENUE COLLECTED AND EXPENSES PAID (NOTE 1)
----------------------------------------------------------
FOR THE FISCAL YEARS ENDED OCTOBER 31, 2014, 2013 AND 2012
----------------------------------------------------------
2014 2013 2012
------------ ------------ ------------
German gas, sulfur and
oil royalties received $18,927,005 $21,546,298 $23,672,808
Interest income 18,724 25,363 40,156
------------ ------------ ------------
Trust Income 18,945,729 21,571,661 23,712,964
------------ ------------ ------------
Non-related party expenses ( 819,004) ( 857,334) ( 982,700)
Related party expenses ( 82,146) ( 79,021) ( 120,303)
------------ ------------ ------------
Trust expenses ( 901,150) ( 936,355) ( 1,103,003)
------------ ------------ ------------
Net income $18,044,579 $20,635,306 $22,609,961
============ ============ ============
Net income per unit $1.96 $2.25 $2.46
======= ======= =======
Distributions per unit paid
or to be paid to
unit owners $1.95 $2.25 $2.46
======= ======= =======
The accompanying notes are
an integral part of these financial statements.
F-3
- 33 -
NORTH EUROPEAN OIL ROYALTY TRUST
--------------------------------
STATEMENTS OF UNDISTRIBUTED EARNINGS (NOTE 1)
---------------------------------------------
FOR THE FISCAL YEARS ENDED OCTOBER 31, 2014, 2013 AND 2012
----------------------------------------------------------
2014 2013 2012
------------ ------------ ------------
Balance, beginning of year $ 47,477 $ 90,999 $ 89,889
Net income 18,044,579 20,635,306 22,609,961
----------- ----------- ------------
18,092,056 20,726,305 22,699,850
Less:
Current year distributions
paid or to be paid
to unit owners 17,921,650 20,678,828 22,608,851
----------- ----------- -----------
Balance, end of year $ 170,406 $ 47,477 $ 90,999
============ ============ ============
The accompanying notes are
an integral part of these financial statements.
F-4
- 34 -
NORTH EUROPEAN OIL ROYALTY TRUST
--------------------------------
STATEMENTS OF CHANGES IN CASH AND CASH EQUIVALENTS (NOTE 1)
-----------------------------------------------------------
FOR THE FISCAL YEARS ENDED OCTOBER 31, 2014, 2013 AND 2012
----------------------------------------------------------
2014 2013 2012
------------ ------------ ------------
Sources of cash and
cash equivalents:
German gas, sulfur and
oil royalties received $18,927,005 $21,546,298 $23,672,808
Interest income 18,724 25,363 40,156
------------ ------------ ------------
18,945,729 21,571,661 23,712,964
------------ ------------ ------------
Uses of cash and
cash equivalents:
Payment of Trust expenses 901,150 936,355 1,103,003
Distributions paid 19,208,333 20,495,015 23,803,628
------------ ------------ ------------
20,109,483 21,431,370 24,906,631
------------ ------------ ------------
Net increase (decrease)
in cash and cash
equivalents during the year (1,163,754) 140,291 (1,193,667)
Cash and cash equivalents,
beginning of year 4,918,490 4,778,199 5,971,866
------------ ------------ ------------
Cash and cash equivalents,
end of year $ 3,754,736 $ 4,918,490 $ 4,778,199
============ ============ ============
The accompanying notes are
an integral part of these financial statements.
F-5
- 35 -
NORTH EUROPEAN OIL ROYALTY TRUST
--------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
OCTOBER 31, 2014, 2013 AND 2012
-------------------------------
(1) Summary of significant accounting policies:
-------------------------------------------
Basis of accounting -
---------------------
The accompanying financial statements of North European Oil Royalty
Trust (the "Trust") are prepared in accordance with the rules and regulations
of the SEC. Financial statement balances and financial results are presented
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 and state 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.
The Trust has no state income tax obligations.
F-6
- 36 -
Cash and cash equivalents -
---------------------------
Cash and cash equivalents are defined as amounts deposited in bank
accounts and amounts invested in certificates of deposit and U. S. Treasury
bills with original maturities generally of three months or less from the
date of purchase. The investment options available to the Trust are limited
in accordance with specific provisions of the Trust Agreement. As of October
31, 2014, the uninsured amounts held in the Trust's U.S. bank accounts were
$3,492,955. In addition, the Trust held Euros 9,980, the equivalent of
$12,515, in its German bank account at October 31, 2014.
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, 2014, 2013 and 2012, there were
9,190,590 units of beneficial interest outstanding.
New accounting pronouncements -
-------------------------------
The Trust is not aware of any recently issued, but not yet effective,
accounting standards that would be expected to have a significant impact on
the Trust's financial position or results of operations.
(2) Formation of the Trust:
-----------------------
The Trust was formed on September 10, 1975. As of September 30, 1975,
the Company was liquidated and the remaining assets and liabilities of the
Company, including its royalty rights, were transferred to the Trust. The
Trust, on behalf of the owners of beneficial interest in the Trust, holds
overriding royalty rights covering gas and oil production in certain
concessions or leases in the Federal Republic of Germany. These rights are
held under contracts with local German exploration and development
subsidiaries of ExxonMobil Corp. and the Royal Dutch/Shell Group. Under
these contracts, the Trust receives various percentage royalties on the
proceeds of the sales of certain products from the areas involved. At the
present time, royalties are received for sales of gas well gas, oil well gas,
crude oil, distillate and sulfur.
(3) Related party transactions:
---------------------------
John R. Van Kirk, the Managing Director of the Trust, provides office
space and services to the Trust at cost. For such office space and services,
the Trust reimbursed the Managing Director $24,634, $25,602 and $27,095 in
fiscal 2014, 2013 and 2012, respectively.
Lawrence A. Kobrin, a Trustee of the Trust, is a Senior Counsel at Cahill
Gordon & Reindel LLP, which serves as counsel to the Trust. For legal
services, the Trust paid Cahill Gordon & Reindel LLP $57,512, $53,419 and
$93,208 in fiscal 2014, 2013 and 2012, respectively.
F-7
- 37 -
(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 2014, 2013 and 2012
calendar years.
F-8
- 38 -
(5) Quarterly results (unaudited):
------------------------------
The tables below summarize the quarterly results and distributions of
the Trust for the fiscal years ended October 31, 2014 and 2013:
Fiscal 2014 by Quarter and Year
--------------------------------------------------------------
First Second Third Fourth Year
----------- ---------- ---------- ---------- -------------
Royalties
received $5,295,533 $5,346,449 $4,462,842 $3,822,181 $18,927,005
Net income $4,958,808 $5,140,001 $4,287,987 $3,657,783 $18,044,579
Net income
per unit $0.54 $0.56 $0.47 $0.40 $1.96
Distributions
paid or
to be paid $4,962,919 $5,146,730 $4,227,671 $3,584,330 $17,921,650
Distributions
per unit
paid or to
be paid to
unit owners $0.54 $0.56 $0.46 $0.39 $1.95
Fiscal 2013 by Quarter and Year
--------------------------------------------------------------
First Second Third Fourth Year
----------- ---------- ---------- ---------- -------------
Royalties
received $5,795,834 $6,048,364 $4,687,351 $5,014,749 $21,546,298
Net income $5,473,010 $5,842,545 $4,459,386 $4,860,365 $20,635,306
Net income
per unit $0.60 $0.64 $0.49 $0.53 $2.25
Distributions
paid or
to be paid $5,422,448 $5,881,978 $4,503,389 $4,871,013 $20,678,828
Distributions
per unit
paid or to
be paid to
unit owners $0.59 $0.64 $0.49 $0.53 $2.25
F-9
- 39 -
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, 2014. Based on that evaluation, the Managing Director concluded
that the Trust's disclosure controls and procedures were effective as of
October 31, 2014.
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, 2014. 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 (1992) 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, 2014. Management's
assessment of the effectiveness of our internal control over financial
reporting as of October 31, 2014 has been audited by WeiserMazars LLP, the
Trust's independent auditor, as stated in their report which follows.
- 40 -
Part B. Attestation Report of Independent Registered Public
---------------------------------------------------
Accounting Firm
---------------
Report of Independent Registered Public Accounting Firm on
Internal Control over Financial Reporting
To the Board of Trustees and the 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, 2014, based on criteria
established in Internal Control-Integrated Framework (1992) 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.
The Trust'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. The Trust'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 Trust; (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 Trust are being made only in accordance with
authorizations of management and Trustees of the Trust; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the Trust'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.
- 41 -
In our opinion, the Trust maintained, in all material respects, effective
internal control over financial reporting as of October 31, 2014, based on
criteria established in Internal Control-Integrated Framework (1992) 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, 2014 and 2013, 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, 2014 and our report dated December 30, 2014
expressed an unqualified opinion thereon.
/s/ WeiserMazars LLP
New York, NY
December 30, 2014
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 2014
that have materially affected, or are reasonably likely to materially affect,
the Trust's internal control over financial reporting.
Item 9B. Other Information.
-----------------
None.
- 42 -
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 24, 2015, 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 on the Trust's website,
www.neort.com.
All Trustees and employees of the Trust are required to read and
sign a copy of the Code annually. No waivers or exceptions to the Code have
been granted since the adoption of the Code. Any amendments or waivers to the
Code, to the extent required, will be disclosed in a Form 8-K filing of the
Trust after such amendment or waiver.
Item 11. Executive Compensation.
----------------------
The information required by this item will be contained in the
Trust's definitive Proxy Statement for its Annual Meeting of Unit Owners to
be held on February 24, 2015, 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 24, 2015, 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 24, 2015, to be filed pursuant to Section 14 of the
Securities Exchange Act of 1934, and is incorporated herein by reference.
- 43 -
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 24, 2015, 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, 2014, 2013 and 2012
Report of Independent Registered Public Accounting Firm
Statements of Assets, Liabilities and Trust Corpus as of
October 31, 2014 and 2013
Statements of Revenue Collected and Expenses Paid for the
Fiscal Years Ended October 31, 2014, 2013 and 2012
Statements of Undistributed Earnings for the Fiscal Years
Ended October 31, 2014, 2013 and 2012
Statements of Changes in Cash and Cash Equivalents for the
Fiscal Years Ended October 31, 2014, 2013 and 2012
Notes to Financial Statements
2. Exhibits
The Exhibit Index following the signature page lists all
exhibits filed with this Report or incorporated by reference.
- 44 -
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Trust has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
NORTH EUROPEAN OIL ROYALTY TRUST
Dated: December 30, 2014 By: /s/ John R. Van Kirk
--------------------------------------------
John R. Van Kirk, Managing Director
and Principal Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
Dated: December 30, 2014 /s/ Robert P. Adelman
---------------------------------------
Robert P. Adelman, Managing Trustee
Dated: December 30, 2014 /s/ Samuel M. Eisenstat
--------------------------------
Samuel M. Eisenstat, Trustee
Dated: December 30, 2014 /s/ Lawrence A. Kobrin
-------------------------------
Lawrence A. Kobrin, Trustee
Dated: December 30, 2014 /s/ Willard B. Taylor
------------------------------
Willard B. Taylor, Trustee
Dated: December 30, 2014 /s/ Rosalie J. Wolf
----------------------------
Rosalie J. Wolf, Trustee
Dated: December 30, 2014 /s/ John R. Van Kirk
---------------------------------------
John R. Van Kirk, Managing Director
and Principal Accounting Officer
- 45 -
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 to
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 46
Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
(32) Certification of Chief Executive Officer and 48
Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
(99.1) Calculation of Cost Depletion Percentage 49
for the 2014 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, 2014 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).