UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended January 31, 2015 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 ___________ .
Commission file number 1-8245
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) (I.R.S. Employer I.D. No.)
Suite 19A, 43 West Front Street, Red Bank, New Jersey 07701
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(Address of principal executive offices)
(732) 741-4008
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
----- -----
-2-
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (Section 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to
submit and post such files). Yes No
----- -----
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of "large accelerated filer,"
"accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer Accelerated filer X
----- -----
Non-accelerated filer Smaller reporting company
----- -----
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes No X
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Class Outstanding at January 31, 2015
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Units of Beneficial Interest 9,190,590
-3-
PART I -- FINANCIAL INFORMATION
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Item 1. Financial Statements.
--------------------
STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS (NOTE 1)
-----------------------------------------------------------
JANUARY 31, 2015 AND OCTOBER 31, 2014
-------------------------------------
(Unaudited)
-----------
2015 2014
----------------- ----------------
ASSETS
Current assets -- Cash and
cash equivalents $ 3,267,322 $ 3,754,736
Producing gas and oil royalty rights,
net of amortization (Notes 1 and 2) 1 1
------------ ------------
Total Assets $ 3,267,323 $ 3,754,737
============ ============
LIABILITIES AND TRUST CORPUS
Current liabilities -- Distributions
to be paid to unit owners, paid
February 2015 and November 2014 $ 3,216,706 $ 3,584,330
Trust corpus (Notes 1 and 2) 1 1
Undistributed earnings 50,616 170,406
------------ ------------
Total Liabilities and Trust Corpus $ 3,267,323 $ 3,754,737
============ ============
The accompanying notes are an integral part
of these financial statements.
-4-
STATEMENTS OF REVENUE COLLECTED AND EXPENSES PAID (NOTE 1)
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FOR THE THREE MONTHS ENDED JANUARY 31, 2015 AND 2014
----------------------------------------------------
(Unaudited)
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2015 2014
----------------- ----------------
Gas, sulfur and oil
royalties received $ 3,442,713 $ 5,295,533
Interest income 3,412 4,916
------------ ------------
Trust Income $ 3,446,125 $ 5,300,449
------------ ------------
Non-related party expenses (312,295) (324,161)
Related party expenses (Note 3) (36,914) (17,480)
------------ ------------
Trust Expenses (349,209) (341,641)
------------ ------------
Net Income $ 3,096,916 $ 4,958,808
============ ============
Net income per unit $ .34 $ .54
====== ======
Distributions per unit paid or
to be paid to unit owners $ .35 $ .54
====== ======
The accompanying notes are an integral part
of these financial statements.
-5-
STATEMENTS OF UNDISTRIBUTED EARNINGS (NOTE 1)
---------------------------------------------
FOR THE THREE MONTHS ENDED JANUARY 31, 2015 AND 2014
----------------------------------------------------
(Unaudited)
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2015 2014
----------------- ----------------
Balance, beginning of period $ 170,406 $ 47,477
Net income 3,096,916 4,958,808
------------ ------------
3,267,322 5,006,285
Less:
Current year distributions paid
or to be paid to unit owners 3,216,706 4,962,919
------------ ------------
Balance, end of period $ 50,616 $ 43,366
============ ============
The accompanying notes are an integral part
of these financial statements.
-6-
STATEMENTS OF CHANGES IN CASH AND CASH EQUIVALENTS (NOTE 1)
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FOR THE THREE MONTHS ENDED JANUARY 31, 2015 AND 2014
----------------------------------------------------
(Unaudited)
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2015 2014
----------------- ---------------
Sources of cash and cash equivalents:
------------------------------------
Gas, sulfur and oil royalties $ 3,442,713 $ 5,295,533
Interest income 3,412 4,916
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3,446,125 5,300,449
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Uses of cash and cash equivalents:
---------------------------------
Payment of Trust expenses 349,209 341,641
Distributions paid 3,584,330 4,871,013
------------ ------------
3,933,539 5,212,654
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Net increase (decrease) in cash and
cash equivalents during the period (487,414) 87,795
Cash and cash equivalents,
beginning of period 3,754,736 4,918,490
------------ ------------
Cash and cash equivalents,
end of period $ 3,267,322 $ 5,006,285
============ ============
The accompanying notes are an integral part
of these financial statements.
-7-
NORTH EUROPEAN OIL ROYALTY TRUST
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NOTES TO FINANCIAL STATEMENTS
-----------------------------
(Unaudited)
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(1) Summary of significant accounting policies:
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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"). In the opinion of management, all adjustments that are considered
necessary for a fair presentation of these financial statements, including
adjustments of a normal, recurring nature, have been included.
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 of the results of operations of the
Trust.
The results of any interim period are not necessarily indicative of the
results to be expected for the fiscal year. These financial statements should
be read in conjunction with the financial statements that were included in the
Trust's Annual Report on Form 10-K for the year ended October 31, 2014 (the
"2014 Form 10-K"). The Statements of Assets, Liabilities and Trust Corpus
included herein contain information from the Trust's 2014 Form 10-K.
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.
-8-
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.
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 January 31, 2015, the
uninsured amounts held in the Trust's U.S. bank accounts were approximately
$3,153,525. In addition, the Trust held Euro 9,969, the equivalent of $11,251,
in its German bank account at January 31, 2015.
Net income per unit -
---------------------
Net income per unit is based upon the number of units outstanding at
the end of the period. As of both January 31, 2015 and 2014, 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 of
Companies. 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, condensate and sulfur.
-9-
(3) Related party transactions:
---------------------------
John R. Van Kirk, the Managing Director of the Trust, provides office
space and office services to the Trust at cost. For such office space and
office services, the Trust reimbursed the Managing Director $4,334 and $4,399
in the first quarter of fiscal 2015 and 2014, 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 the
first quarter of fiscal 2015 and 2014, the Trust paid Cahill Gordon &
Reindel LLP $32,580 and $13,081 for legal services, respectively.
(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 have authorized the Trust to make
contributions to the accounts of the employees, on a matching basis, of up
to 3% of cash compensation paid to each employee effective for the 2015 and
2014 calendar years.
-10-
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
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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, 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 the ExxonMobil Corp. ("ExxonMobil"), or by
Oldenburgische Erdolgesellschaft ("OEG"). The Oldenburg concession is the
primary area from which the natural gas, sulfur and oil are extracted and
provides nearly 100% of all the royalties received by the Trust. The
Oldenburg concession (1,398,000 acres) covers virtually the entire former
Principality of Oldenburg and is located in the German federal state of
Lower Saxony.
In 2002, Mobil Erdgas and BEB Erdgas und Erdol GmbH ("BEB"), a joint
venture of ExxonMobil and the Royal Dutch/Shell Group of Companies, formed a
company ExxonMobil Production Deutschland GmbH ("EMPG") to carry out all
exploration, drilling and production activities. All sales activities are
still handled by the operating companies, either Mobil Erdgas or BEB.
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 95% of the cumulative royalty income received in
fiscal 2015. 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 would be paid immediately and any overpayment would be deducted from
-11-
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.
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. 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 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 accounted for
approximately 98% of the cumulative royalty income received under this
agreement in fiscal 2015 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. In the first three months of fiscal 2015
and 2014, the Trust received $0 and $91,580, respectively, in sulfur
royalties under the Mobil Agreement.
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.
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 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
-12-
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. After further
review, the Trustees concluded that the one open item remaining from the
Trust's German accountants' examination has been resolved.
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 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 price 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 elimination of
the oil price linkage from the gas sales contracts, the long-term impact of the
exchange rate on Trust royalties may be gradually eliminated.
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.
-13-
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.
Results: First Quarter of Fiscal 2015 Versus First Quarter of Fiscal 2014
-------------------------------------------------------------------------
Total royalty income received during the first quarter of fiscal
2015 was derived from sales of gas, sulfur and oil from the Trust's overriding
royalty areas in Germany during the fourth calendar quarter of 2014. The
distribution of $0.35 per unit was paid on February 25, 2015 to owners of
record as of February 13, 2015. Comparisons of total royalty income and net
income for the first quarter of fiscal 2015 and 2014 are shown below.
1st Fiscal Qtr. 1st Fiscal Qtr. Percentage
Ended 1/31/2015 Ended 1/31/2014 Change
-----------------------------------------------------------------------------
Total Royalty Income $3,442,713 $5,295,533 - 34.99%
Net Income $3,096,916 $4,958,808 - 37.55%
Distributions per Unit $0.35 $0.54 - 35.19%
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The decline in net income between the first quarter of fiscal 2015
and the first quarter of fiscal 2014 resulted primarily from lower gas sales,
lower gas prices and lower average exchange rates under both the Mobil and OEG
Agreements as shown in the table below. In combination, oil and sulfur
royalties for the first quarter of fiscal 2015 declined by $112,418 in
comparison to the first quarter of fiscal 2014. The fourth quarter Mobil
sulfur royalty of $96,142 should have been paid in the first quarter of fiscal
2015 and its absence contributed to this decline. This $96,142 was subsequently
paid in the second quarter of fiscal 2015.
"Total Royalties Received" includes various positive and negative
adjustments that the operators made during the quarter, including corrections
from prior years. "Total Royalties Received" also reflects the absence of the
first quarter's final adjusting payment of $221,060 under the Mobil Agreement.
This payment should have been made in the first quarter of fiscal 2015 but was
not received until the second quarter of fiscal 2015. The net amount of such
adjustments and the delayed payment reduced royalties received in the first
quarter of fiscal 2015 by $302,629. The net amount of such adjustments
increased royalties received in the first quarter of fiscal 2014 by $78,343.
There remained an outstanding negative adjustment for 2013 gas sales
under the Mobil Agreement of Euro 492,790 as of the end of the Trust's first
fiscal quarter. This negative adjustment was subsequently applied against
royalty income payable to the Trust in February 2015. After giving effect to
this negative adjustment, the equivalent of $561,584 based on the exchange rate
applied on the date of transfer, total royalty income received in the first
month of the Trust's second fiscal quarter was $972,545.
-14-
The table below is intended to illustrate trends based on actual gas
sales in each quarter. "Gas Royalties" shown in the table below are based
solely on the actual gas sales that occurred during the fourth calendar quarter
of 2014 and do not reflect any adjustments for prior periods.
-----------------------------------------------------------------------------
Quarterly Gas Data Providing Basis for Fiscal Quarter Royalties
-----------------------------------------------------------------------------
4th Calendar Qtr. 4th Calendar Qtr. Percentage
Mobil Agreement Ended 12/31/2014 Ended 12/31/2013 Change
-----------------------------------------------------------------------------
Gas Sales (Bcf)(1) 7.876 8.108 - 2.86%
Gas Prices (Ecents/Kwh)(2) 2.3538 2.7458 - 14.28%
Average Exchange Rates(3) 1.2127 1.3597 - 10.81%
Gas Royalties $2,577,934 $3,479,344 - 25.91%
Gas Prices ($/Mcf)(4) $ 8.18 $10.73 - 23.77%
-----------------------------------------------------------------------------
OEG Agreement
-----------------------------------------------------------------------------
Gas Sales (Bcf) 23.497 25.467 - 7.74%
Gas Prices (Ecents/Kwh) 2.4808 2.7962 - 11.28%
Average Exchange Rates 1.1973 1.3604 - 11.99%
Gas Royalties $1,129,397 $1,604,867 - 29.63%
Gas Prices ($/Mcf) $ 8.33 $10.67 - 21.93%
-----------------------------------------------------------------------------
(1) Billion cubic feet
(2) Euro cents per Kilowatt hour
(3) Based on average exchanges rates of cumulative royalty transfers
(4) Dollars per thousand cubic feet
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 the first quarter of fiscal 2015, gas
sales from western Oldenburg accounted for only 33.52% of all gas sales.
However, royalties on these gas sales provided approximately 81.19% or
$2,665,020 out of a total of $3,282,286 in Oldenburg royalties attributable to
gas.
Trust expenses for the first quarter of fiscal 2015 increased 2.22%
or $7,568 to $349,209 in comparison to $341,641 in the first quarter of fiscal
2014. The increase in costs reflects a shift in the timing of payments
associated with the mailing of the materials for the annual meeting. Trust
interest income received in the first quarter of fiscal 2015 was $3,412, a
decrease from interest income of $4,916 received in the first quarter of fiscal
2014.
The current Statement of Assets, Liabilities and Trust Corpus of
the Trust at January 31, 2015, compared to that at fiscal year-end (October
31, 2014), shows a decline in assets due to lower royalty receipts during the
first quarter of fiscal 2015.
-----------------------------------
-15-
This report on Form 10-Q 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:
1. risks and uncertainties concerning levels of gas production
and gas sale prices, general economic conditions and currency
exchange rates;
2. the ability or willingness of the operating companies to
perform under their contractual obligations with the Trust;
3. potential disputes with the operating companies and the
resolution thereof; and
4. the risk factors set forth under Item 1A of the Trust's Annual
Report on Form 10-K for the year ended October 31, 2014.
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 3. Quantitative and Qualitative Disclosures About Market Risk.
----------------------------------------------------------
The Trust does not engage in any trading activities with respect to
possible foreign exchange fluctuations. The Trust does not use any financial
instruments to hedge against possible risks related to foreign exchange
fluctuations. The market risk is negligible because standing instructions at
the Trust's German bank require the bank to process conversions and transfers
of royalty payments as soon as possible following their receipt. The Trust
does not engage in any trading activities with respect to possible commodity
price fluctuations.
-16-
Item 4. 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 January 31, 2015 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 ("COSO 1992"). Based on that evaluation, the Managing
Director concluded that the Trust's disclosure controls and procedures based on
such standards were effective as of January 31, 2015.
The Trust is in the process of implementing the criteria established
in the Internal Control-Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission ("COSO 2013") and believes
such new criteria would not materially affect the Trust's evaluation described
above that occurred during the first quarter of fiscal 2015.
-17-
PART II -- OTHER INFORMATION
----------------------------
Item 1. Legal Proceedings.
-----------------
The Trust is not a party to any pending legal proceedings.
Item 6. Exhibits.
--------
Exhibit 31. Certification of Chief Executive Officer and
Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
Exhibit 32. Certification of Chief Executive Officer and
Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORTH EUROPEAN OIL ROYALTY TRUST
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(Registrant)
/s/ John R. Van Kirk
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John R. Van Kirk
Managing Director
February 26, 2015