10-Q 1 tenq3q10.txt 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 July 31, 2010 or ---------------- [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from __________ to ___________ . Commission file number 1-8245 NORTH EUROPEAN OIL ROYALTY TRUST ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 22-2084119 ----------------------- -------------------------- (State of organization) (I.R.S. Employer I.D. No.) Suite 19A, 43 West Front Street, Red Bank, New Jersey 07701 ------------------------------------------------------------- (Address of principal executive offices) (732) 741-4008 ---------------------------------------------------- (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 ----- ----- Class Outstanding at July 31, 2010 ---------------------------- ---------------------------- Units of Beneficial Interest 9,190,590 -3- PART I -- FINANCIAL INFORMATION ------------------------------- Item 1. Financial Statements. -------------------- STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS (NOTE 1) ----------------------------------------------------------- JULY 31, 2010 AND OCTOBER 31, 2009 ------------------------------------ 2010 2009 ------------- ------------ (Unaudited) (Audited) Current assets - - Cash and cash equivalents (Note 1) $4,362,712 $3,586,197 Producing gas and oil royalty rights, net of amortization (Notes 1 and 2) 1 1 ---------- ---------- Total Assets $4,362,713 $3,586,198 ========== ========== Current liabilities - - Distributions to be paid to unit owners, paid August 2010 and November 2009 $4,319,577 $3,492,424 Trust corpus (Notes 1 and 2) 1 1 Undistributed earnings 43,135 93,773 ---------- ---------- Total Liabilities and Trust Corpus $4,362,713 $3,586,198 ========== ========== The accompanying notes are an integral part of these financial statements. -4- STATEMENTS OF REVENUE COLLECTED AND EXPENSES PAID (NOTE 1) ---------------------------------------------------------- FOR THE THREE MONTHS ENDED JULY 31, 2010 AND 2009 -------------------------------------------------- 2010 2009 ----------- ------------ (Unaudited) (Unaudited) German gas, sulfur and oil royalties received $4,482,847 $5,466,337 Interest income 2,824 1,191 Trust expenses (169,228) (223,984) ----------- ----------- Net income $4,316,443 $5,243,544 =========== =========== Net income per unit $0.47 $0.57 ===== ===== Distributions per unit to be paid to unit owners $0.47 $0.58 ===== ===== The accompanying notes are an integral part of these financial statements. -5- STATEMENTS OF REVENUE COLLECTED AND EXPENSES PAID (NOTE 1) ---------------------------------------------------------- FOR THE NINE MONTHS ENDED JULY 31, 2010 AND 2009 ------------------------------------------------ 2010 2009 ------------ ------------ (Unaudited) (Unaudited) German gas, sulfur and oil royalties received $14,303,305 $25,072,153 Interest income 5,282 10,839 Trust expenses (757,152) (870,079) ----------- ----------- Net income $13,551,435 $24,212,913 =========== =========== Net income per unit $1.47 $2.63 ===== ===== Distributions per unit to be paid to unit owners $1.48 $2.63 ===== ===== The accompanying notes are an integral part of these financial statements. -6- STATEMENTS OF UNDISTRIBUTED EARNINGS (NOTE 1) --------------------------------------------- FOR THE NINE MONTHS ENDED JULY 31, 2010 AND 2009 ------------------------------------------------ 2010 2009 ------------- ------------- (Unaudited) (Unaudited) Balance, beginning of period $ 93,773 $ 58,221 Net income 13,551,435 24,212,913 ----------- ----------- 13,645,208 24,271,134 Less: Current year distributions paid or to be paid to unit owners 13,602,073 24,171,252 ----------- ----------- Balance, end of period $ 43,135 $ 99,882 =========== =========== The accompanying notes are an integral part of these financial statements. -7- STATEMENTS OF CHANGES IN CASH AND CASH EQUIVALENTS (NOTE 1) ----------------------------------------------------------- FOR THE NINE MONTHS ENDED JULY 31, 2010 AND 2009 ------------------------------------------------ 2010 2009 ------------- -------------- (Unaudited) (Unaudited) Sources of cash and cash equivalents: ------------------------------------ German gas, sulfur and oil royalties $14,303,305 $25,072,153 Interest income 5,282 10,839 ----------- ------------ 14,308,587 25,082,992 ----------- ------------ Uses of cash and cash equivalents: --------------------------------- Payment of Trust expenses 757,152 870,079 Distributions paid 12,774,920 28,307,017 ----------- ----------- 13,532,072 29,177,096 ----------- ----------- Net increase (decrease) in cash and cash equivalents during the period 776,515 (4,094,104) Cash and cash equivalents, beginning of period 3,586,197 9,524,529 ----------- ----------- Cash and cash equivalents, end of period $ 4,362,712 $ 5,430,425 ============ ============ The accompanying notes are an integral part of these financial statements. -8- NORTH EUROPEAN OIL ROYALTY TRUST -------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- (Unaudited) ----------- (1) Summary of significant accounting policies: ------------------------------------------- Basis of Accounting - --------------------- The accompanying financial statements of North European Oil Royalty Trust (the "Trust") present financial statement balances and financial results on a modified cash basis of accounting, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States ("GAAP basis"). On a modified cash basis, revenue is earned when cash is received and expenses are incurred when cash is paid. GAAP basis financial statements disclose revenue as earned and expenses as incurred, without regard to receipts or payments. The modified cash basis of accounting is utilized to permit the accrual for distributions to be paid to unit owners (those distributions approved by the Trustees for the Trust). The Trust's distributable income represents royalty income received by the Trust during the period plus interest income less any expenses incurred by the Trust, all on a cash basis. In the opinion of the Trustees, the use of the modified cash basis of accounting provides a more meaningful presentation to unit owners of the results of operations of the Trust. 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, 2009. The Statements of Assets, Liabilities and Trust Corpus included herein contain information from the Trust's 2009 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. Federal income taxes - ---------------------- The Trust, as a grantor trust, is exempt from federal income taxes under a private letter ruling issued by the Internal Revenue Service. -9- Cash and cash equivalents - --------------------------- Included in cash and cash equivalents are amounts deposited in bank accounts and amounts invested in certificates of deposit and U. S. Treasury bills with original maturities of approximately three months or less from the date of purchase. 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 July 31, 2010 and 2009, there were 9,190,590 units of beneficial interest outstanding. New accounting pronouncements - ------------------------------- In February 2010, the Financial Accounting Standards Board ("FASB") issued an update to authoritative guidance relating to subsequent events, which was effective upon the issuance of the update. The Trust adopted this authoritative guidance on February 28, 2010. The update to the authoritative guidance relating to subsequent events removes the requirement for Securities and Exchange Commission filers to disclose the date through which subsequent events have been evaluated in both issued and revised financial statements. The adoption of this update to the authoritative guidance relating to subsequent events did not impact the Trust's financial position or operating results. (2) Formation of the Trust: ----------------------- The Trust was formed on September 10, 1975. As of September 30, 1975, the Company was liquidated and the remaining assets and liabilities of the Company, including its royalty rights, were transferred to the Trust. The Trust, on behalf of the owners of beneficial interest in the Trust, holds overriding royalty rights covering gas and oil production in certain concessions or leases in the Federal Republic of Germany. These rights are held under contracts with local German exploration and development subsidiaries of Exxon Mobil Corp. and the Royal Dutch/Shell Group 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. (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 $6,371 and $6,948 in the third quarter of fiscal 2010 and 2009, respectively. For such office space and office services, the Trust reimbursed the Managing Director $18,443 and $18,748 in the first nine months of fiscal 2010 and 2009, respectively. -10- 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 third quarter of fiscal 2010 and 2009, the Trust paid Cahill Gordon & Reindel LLP $15,660 and $15,267 for legal services, respectively. For the first nine months of fiscal 2010 and 2009, the Trust paid Cahill Gordon & Reindel LLP $81,033 and $82,999 for legal services, respectively. As of November 1, 2006, John H. Van Kirk, the former Managing Trustee of the Trust and the father of John R. Van Kirk, was named to the position of Founding Trustee Emeritus. For his service in such capacity, he earned $0 and $0 in the third quarters of fiscal 2010 and 2009 and $0 and $5,000 in the first nine months of fiscal 2010 and 2009, respectively. John H. Van Kirk, who served as President of North European Oil Corporation and North European Oil Company from 1954-1975 and as Managing Trustee of the Trust from 1975-2006, passed away on February 25, 2009. (4) Employee Benefit Plan: ---------------------- The Trust established a savings incentive match plan for employees (SIMPLE IRA) that is available to all employees of the Trust, including 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 2010 calendar year. -11- Item 2. 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. 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 any such involvement 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 Exxon Mobil Corp. ("Exxon Mobil"), or by Oldenburgische Erdolgesellschaft ("OEG"). In 2002, Mobil Erdgas and BEB Erdgas und Erdol GmbH ("BEB"), a joint venture of Exxon Mobil and the Royal Dutch/Shell Group of Companies, formed a company Exxon Mobil 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 provides approximately 98% of the total royalties. The amount of royalties paid to the Trust is based on four primary factors: the amount of gas sold, the price of that gas, the area from which the gas is sold and the exchange rate. 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 federal state of Lower Saxony. At approximately the 25th of the months of January, April, July and October, the operating companies calculate the amount of gas sold during the previous calendar quarter and determine the amount of royalties that were payable to the Trust based on those sales. This amount forms the basis for royalty payments for the Trust's upcoming fiscal quarter and for any adjustment for the prior calendar quarter. For example, on January 25th the operating companies calculate gas sales and attributable royalties payable for the months of October through December. This amount is divided into thirds and forms the monthly royalty payments (payable on the 15th of each month) to the Trust for its fiscal quarter running from February through April. Continuing in this example, at the same time that the operating companies determine the actual amount of royalties that were payable for months of October through December, they look at the actual amount of royalties that were paid to the Trust during that same period and calculate the difference between what was paid and what was payable. Additional amounts payable by the operating companies would be paid immediately in January and any overpayment would be deducted from the -12- February payment. The operating companies continue their calculations through the calendar year. In September of the following year the operating companies will make the final determination of any necessary royalty adjustments for that prior calendar year. There are two types of natural gas found within the Oldenburg concession, sweet gas and sour gas. Sweet gas has little or no contaminants and needs no treatment before it can be sold. In recent years sweet gas has assumed the role of swing producer. During periods of high demand, the production of sweet gas is increased as necessary. During the summer months sweet gas production is reduced due to a general decline in demand. On the other hand, sour gas must be processed at either the Grossenkneten or Norddeutsche Erdgas-Aufbereitungs GmbH ("NEAG") desulfurization plants before it can be sold. The desulfurization process removes hydrogen sulfide and other contaminants. The hydrogen sulfide in gaseous form is converted to sulfur in a solid form and sold separately. For efficiency purposes, the desulfurization plants are operated at capacity on a continual basis. Any excess gas production from the plants is stored in underground storage for higher demand periods. As needed, the operators conduct maintenance on the plants, generally during the summer months when demand is lower. Under one set of rights covering the western part of the Oldenburg concession (approximately 662,000 acres), the Trust receives a royalty payment of 4% on gross receipts from sales by Mobil Erdgas of gas well gas, oil well gas, crude oil and condensate (the "Mobil Agreement"). Under the Mobil Agreement, there is no deduction of costs prior to the calculation of royalties from gas well gas and oil well gas, which together account for approximately 99% of all the royalties under this 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. The Trust had received no sulfur royalties under this agreement for over ten years until the second quarter of fiscal 2008, when the average selling price exceeded the indexed base price. The Trust continued to receive sulfur royalties under the Mobil Agreement through the first quarter of fiscal 2009 during which quarter it received $244,874. The average selling price for sulfur then once again dropped below the indexed base price and no royalties based on sulfur sales were received under the Mobil Agreement in the final three quarters of fiscal 2009 or the first two quarters of fiscal 2010. In the third quarter of fiscal 2010, sulfur prices again exceeded the indexed base price and the Trust received $78,870 in sulfur royalties. The Trust will continue to receive sulfur royalties under the Mobil Agreement only so long as the selling price exceeds the indexed base price. 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 -13- royalty to be paid to the Trust. NV Nederlandse Gasunie (the state owned Dutch gas distribution company) has completed the purchase of BEB's North German gas distribution and transmission network. As part of its normal biennial examination of the operating companies, the Trust's German accountants completed their examination of the royalty payments for 2007-08. While the pipeline sale occurred in the latter half of 2008, the accountants confirmed that transportation costs continued in accordance with the authorized indexed flat rate throughout this period and that the method of royalty calculation has not been affected. The Trust will continue to monitor the situation. The Trust also receives small amounts of royalties from a private lease area, Grosses Meer, outside the Oldenburg concession. The German authorities requested that the operating companies conduct a reservoir analysis to determine whether the royalties are being properly allocated based on the locations of the gas reserves. Until this analysis was completed and a final accounting could be made, the payment of royalties to the Trust was suspended. The final accounting of royalties was completed in the third quarter of fiscal 2010. The period of adjustment covered the years 2005 through 2009 and the first quarter of calendar 2010. Royalties payable to the Trust for this period totaled $61,548. In the third quarter of fiscal 2010, the Trust received $128 in royalties from Grosses Meer for sales during the second calendar quarter of 2010. The gas is sold to various distributors under long-term contracts which delineate, among other provisions, the timing, manner, volume and price of the gas sold. The pricing mechanisms contained in these contracts include a delay factor of three to six months and use the price of light heating oil in Germany as one of the primary pricing components. Since Germany must import a large percentage of its energy requirements, the U.S. dollar price of oil on the international market has a significant impact on the price of light heating oil and a delayed impact on the price of gas. The Trust does not have access to the specific sales contracts under which gas from the Oldenburg concession is sold. Working under a confidentiality agreement with the operating companies, the Trust's German accountant reviews these contracts periodically on behalf of the Trust to verify the correctness of application of the Agreement formulas for the computation of royalty payments. 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 less dollars. The long-term impact relates to the mechanism of gas pricing contained in the gas sales contracts negotiated by the operating companies. These gas sales contracts often use the price of German light heating oil as one of the primary pricing factors by which the price of gas is determined. The price of German light heating oil, which is a refined product, is largely determined by the price of the imported crude oil from which it was refined. Oil on the international market is priced in dollars. However, when oil is imported into Germany it is purchased in Euros, and at this point the dollar value of the Euro becomes relevant. A weaker Euro would buy less oil making that oil and the subsequently refined light heating oil more expensive. A stronger Euro would buy more oil making that oil and the subsequently refined light heating oil less expensive. Since changes in the price of German light heating oil are subsequently reflected in the price of gas through the gas sales contracts, the dollar/Euro relationship can make the prices of gas higher or lower. The changes in gas prices that result from changes in the prices of German -14- light heating oil are only reflected after a built-in delay of three to six months as specified in the individual gas sales contracts. Seasonal demand factors affect the income from royalty rights insofar as they relate to energy demands and increases or decreases in prices, but on average they are not material to the regular annual income received under the 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 consultant, he receives reports from the operating companies with respect to current and planned drilling and exploration efforts. However, the unified exploration and production venture, EMPG, which provides the reports to the Trust's consultant, continues to limit the information flow to that which is required by German law. The low level of administrative expenses of the Trust limits the effect of inflation on its financial prospects. Sustained price inflation, which would be reflected in 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. 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 the funds on hand after provision is made for Trust expenses then anticipated. Results: Third Quarter Fiscal 2010 Versus Third Quarter Fiscal 2009 ------------------------------------------------------------ For the third quarter of fiscal 2010, the Trust's net income was $4,316,443, a decrease of 17.68% from the net income of $5,243,544 for the third quarter of fiscal 2009. Gross royalties received for the third quarter of fiscal 2010 were $4,482,847, a decrease of 17.99% as compared to $5,466,337 for the third quarter of fiscal 2009. These royalties were derived from sales of gas, sulfur and oil from the Trust's overriding royalty areas in Germany during the second calendar quarter of 2010. A distribution of 47 cents per unit was paid on August 25, 2010 to owners of record as of August 13, 2010. The amount of royalties paid to the Trust is based on four primary factors: the amount of gas sold, the price of that gas, the area from which the gas is sold and the exchange rate. Gas sales are measured in billion cubic feet ("Bcf"). Gas prices are reported in Euro cents per Kilowatt hour ("Ecents/Kwh") and dollars per thousand cubic feet ("$/Mcf"). The major reasons for the decline in royalty income under both agreements were declines in the average Euro/dollar exchange rate and to a lesser extent declines in gas sales compared to the prior year's equivalent quarter. Gas prices were mixed. -15- ----------------------------------------------------------------------------- 3rd Fiscal Qtr. 3rd Fiscal Qtr. Percentage Mobil Agreement Ended 7/31/2010 Ended 7/31/2009 Change ----------------------------------------------------------------------------- Gas Sales (Bcf) 11.770 12.290 - 4.23% Gas Prices (Ecents/Kwh) 1.9666 1.8579 + 5.85% Gas Prices ($/Mcf) $ 7.08 $ 7.52 - 5.85% Average Euro Exchange Rate $1.2522 $1.4061 -10.95% ----------------------------------------------------------------------------- OEG Agreement ----------------------------------------------------------------------------- Gas Sales (Bcf) 30.131 31.205 - 3.44% Gas Prices (Ecents/Kwh) 2.1186 2.1681 - 2.28% Gas Prices ($/Mcf) $ 7.49 $ 8.48 -11.67% Average Euro Exchange Rate $1.2596 $1.3946 - 9.68% If we exclude 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 quarter just ended, gas sales from western Oldenburg accounted for only 39.06% of all gas sales. However, royalties on these gas sales provided approximately 87.15% or $3,681,592 out of a total of $4,224,667 in Oldenburg royalties attributable to gas. During fiscal 2010, the operating companies have scheduled eighteen days in August for maintenance on the Grossenkneten desulfurization plant. During fiscal 2009, no maintenance was conducted on Grossenkneten. The amount of sour gas being processed is reduced while maintenance on the Grossenkneten desulfurization plant is conducted. Per the terms of the Trust Agreement, funds temporarily held by the Trust are invested in certificates of deposit or U.S. Treasury Bills. For the quarter just ended, Trust interest income remained at relatively minimal amounts due to the low interest rates applicable during the period and the reduced funds available for investment. Trust expenses for the third quarter of fiscal 2010 decreased 24.45% or $54,756 to $169,228 in comparison to the prior year's equivalent period. This decline in expenses is due to reduced Trustee fees as specified in the Trust Agreement and reduced work on the legal issues raised as a result of the examination of the German operating companies' royalty payments. The current Statement of Assets, Liabilities and Trust Corpus of the Trust at July 31, 2010, compared to that at fiscal year-end (October 31, 2009), shows an increase in assets due to higher royalty payments received during the quarter just ended. -16- Results: First Nine Months of Fiscal 2010 Versus First Nine Months of ------------------------------------------------------------ Fiscal 2009 ----------- For the nine month period, the Trust's net income was $13,551,435, a decrease of 44.03% from the net income of $24,212,913 for last year's equivalent period. Gross royalties received for the first nine months of fiscal 2010 were $14,303,305, a decrease of 42.95% as compared to $25,072,153 for the first nine months of fiscal 2009. These royalties were primarily derived from sales of gas, sulfur and oil from the Trust's overriding royalty areas in Germany during the fourth calendar quarter of 2009 and the first two calendar quarters of 2010. For the nine month periods ended July 31, 2010 and 2009, total distributions were equal to $1.48 and $2.63 per unit, respectively. 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 accordance with the new royalty payment schedule for fiscal 2010, the earliest the Trust might receive a year-end adjustment for calendar 2009 is in September 2010. However, during the first nine months of fiscal 2009, the Trust received the equivalent of $0.1090 per unit as a year-end adjustment for calendar 2008. In addition, based upon errors discovered by the Trust's accountants in Germany during their examination of the royalty payments during the periods 2005-2006 and 2007-2008, the Trust received adjustments equivalent to $0.0119 per unit and $0.1013 per unit during the first nine months of fiscal 2010 and 2009, respectively. The primary factors affecting royalty revenue for the first nine months of fiscal 2010 were significant declines in gas prices and moderate declines in gas sales in comparison to the equivalent period in fiscal 2009. The average exchange rates under both the Mobil and the OEG Agreements were virtually unchanged. ----------------------------------------------------------------------------- Nine Months Nine Months Percentage Mobil Agreement Ended 7/31/2010 Ended 7/31/2009 Change ----------------------------------------------------------------------------- Gas Sales (Bcf) 34.963 38.827 - 9.95% Gas Prices (Ecents/Kwh) 1.8384 2.6086 -29.53% Gas Prices ($/Mcf) $ 7.13 $10.11 -29.48% Average Euro Exchange Rate $1.3479 $1.3454 - 0.19% ----------------------------------------------------------------------------- OEG Agreement ----------------------------------------------------------------------------- Gas Sales (Bcf) 90.831 97.971 - 7.29% Gas Prices (Ecents/Kwh) 2.0391 2.9499 -30.88% Gas Prices ($/Mcf) $ 7.68 $11.07 -30.62% Average Euro Exchange Rate $1.3439 $1.3368 + 0.53% For the nine months just ended, gas sales from western Oldenburg accounted for only 38.49% of all gas sales. However, royalties on these gas sales provided approximately 83.01% or $11,496,986 out of a total of $13,850,167 in Oldenburg royalties attributable to gas. Interest income was lower reflecting the continuing low interest rates applicable during the period and reduced funds available for investment. Interest income for the nine month period of fiscal 2010 decreased 51.27% to $5,282 from $10,839 in the first nine months of fiscal -17- 2009. Trust expenses for nine month period of fiscal 2010 decreased 12.98% or $112,927 to $757,152 in comparison to $870,079 for the prior fiscal year's equivalent period. The decrease in expenses resulted primarily from reduced Trustee fees as specified in the Trust Agreement. ----------------------------------- This report on Form 10-Q contains forward looking statements concerning business, financial performance and financial condition of the Trust. Many of these statements are based on information provided to the Trust by the operating companies or by consultants using public information sources. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in any forward looking statements. These include uncertainties concerning levels of gas production and gas prices, general economic conditions and currency exchange rates and the risks described in Item 1A, "Risk Factors," in the Trust's Annual Report on Form 10-K for the fiscal year ended October 31, 2009. Actual results and events may vary significantly from those discussed in the forward looking statements. 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. 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 July 31, 2010. Based on that evaluation, the Managing Director concluded that the Trust's disclosure controls and procedures were effective as of July 31, 2010. There have been no changes in the Trust's internal control over financial reporting identified in connection with the evaluation described above that occurred during the third quarter of fiscal 2010 that have materially affected or are reasonably likely to materially affect the Trust's internal control over financial reporting. -18- PART II -- OTHER INFORMATION ---------------------------- 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 --------------------------------- (Registrant) /s/ John R. Van Kirk --------------------------------- John R. Van Kirk Managing Director Dated: August 30, 2010