FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 2022 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
Delaware 22-2084119
State or Other Jurisdiction of I.R.S. Employer Identification No.
of Incorporation or Organization
5 N. Lincoln Street, Keene, N.H. 03431
Address of Principal Executive Offices Zip Code
(732) 741-4008
Title of each class Trading Symbol(s) Name of each exchange on which registered
Units of Beneficial Interest NRT New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No X
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No X
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for s such shorter period that the registrant was required to submit such files). Yes X No ___
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer Accelerated filer |
| Non-accelerated filer X Smaller reporting company X |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ___ No X
On April 30, 2022, the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold was $173,876,558.
As of December 30, 2022, there were 9,190,590 units of beneficial interest ("units") of the registrant outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Items 10, 11 12, 13 and 14 of Part III have been partially or wholly omitted from this report and the information required to be contained therein is incorporated by reference from the registrant's definitive proxy statement for the 2022 Annual Meeting to be held on February 15, 2023.
PART I
Item 1. Business.
(a) General Development of Business. North European Oil Royalty Trust (the "Trust") is a grantor trust which, on behalf of the owners of units 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, condensate and sulfur. See Item 2 of this annual report on Form 10-K (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 prior to their distribution are invested in an interest bearing money market account.
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. Accordingly, 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 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 holding only overriding royalty rights. The Trustees have, however, chosen to constitute an Audit Committee and a Compensation Committee but may not necessarily continue to do so in the future.
(b) 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 a government granted concession and remain in effect as long as there are continued production activities and/or exploration efforts within the concession. It is generally anticipated that production activities will continue as long as they remain economically profitable. 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 on a regular monthly or quarterly basis pursuant to the royalty agreements. The Trust receives the royalty payments exclusively in Euros. After the royalties have been deposited in the Trust's account with Deutsche Bank in Germany, sufficient funds are reserved to handle any outstanding or anticipated expenses and maintain a minimal balance of 10,000 Euros. The Trust then converts the remainder of Euro denominated funds into United States ("U.S.") dollars based upon the available exchange rates. Following this conversion to U.S. dollars, the royalties are 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. 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 or exploration. Moreover, if an operator should determine to terminate production in any concession or lease area and to surrender the concession or lease, the royalty rights for that area would thereby be terminated. Under certain royalty agreements, it is a requirement that the Trust be advised 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. There is no assurance that the Trust could find such a third party.
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 do not have 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 Trustees were informed by the Trust's German consultant that on July 8, 2016, a hydraulic fracturing ("fracking") law was passed in Germany permitting fracking in sandstone at any depth. The law requires that an environmental impact study be performed and that permission by the relevant water authority be granted in order to ensure the protection of drinking water supplies. Based upon an analysis of the details of this law, the Trust's German consultant has informed the Trust that fracking will be permitted in all current productive zones within the Oldenburg concession (as defined below) both due to the depths involved and the nature of the productive zones. However, the operating companies would still have to comply with all regulatory requirements governing the use of fracking. The failure by the operating companies to comply with all regulatory requirements could affect the volume of gas, sulfur and oil production by the operating companies and could adversely affect the royalties paid to the Trust.
The Trust, in cooperation with a parallel royalty owner (Unitarian Universalist Congregation at Shelter Rock)("UUCSR")), arranges for periodic examinations of the books and records of the operating companies to verify compliance with the computation provisions of the applicable agreements. As a cost savings measure, the royalty examination is conducted on a biennial basis. From time to time, these examinations disclose computational errors or errors from inappropriate application of existing agreements and appropriate adjustments are requested to be made. As a result of the amendments to the Trust's royalty agreements which effect pricing simplification (see Item 7 of this Report), examinations by the Trust's German accountants have been simplified since these examinations are primarily limited to the verification of the gas quantities sold. Although these periodic examinations may also disclose other matters that are subject to dispute between the parties, these disputes have historically been resolved through negotiations without the need for litigation. The Trust's accountants in Germany will begin their examination of the operating companies for calendar years 2021 and 2022 in November 2023 when the final sales figures and the German Border Import gas Prices (see Item 7 of this Report) are both available.
(c) Financial Information about Geographic Areas. 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, 2022.
(d) Information about our Trustees and Executive Officers. 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. Robert P. Adelman has served in a non-executive capacity as Managing Trustee since November 1, 2006.
Ahron H. Haspel is independent and has been determined to be a financial expert (both as defined in the SEC rules). Mr. Haspel 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 three 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. Mr. Van Kirk has held the position of Managing Director of the Trust since November 1990. As a cost saving measure, the Trust shifted to a virtual office in fiscal 2019. This shift has not impacted the operations or administration of the Trust. In addition to the Managing Director, the Trust has one administrative employee in the U.S., whose title is Administrator. The number of total employees of the Trust is two, and the number of full-time employees is two.
The Trust and UUCSR have retained the services of a consultant, an accounting firm and a legal firm in Germany. The consultant has broad experience in the petroleum industry and provides reports on a regular basis. The accounting firm and the legal firm advise and represent as needed. The Trust and the co-royalty holder share the costs of these services in Germany.
(e) Available Information. The Trust maintains a website at http://www.neort.com. The Trust's Annual Reports, Form 10-K annual reports, Form 10-Q quarterly reports and the Definitive Proxy Statements are available through the Trust's website as soon as reasonably practicable after such reports are filed with or furnished to the SEC. Press releases and tax letters are available through the website as soon as practicable after release. 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 through 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 Report.
Item 1A. Risk Factors.
Not applicable.
Item 1B. Unresolved Staff Comments.
None
Item 2. Properties.
The properties of the Trust, which the Trust and Trustees hold pursuant to the Trust Agreement on behalf of the unit owners, are overriding royalty rights on sales of gas, sulfur and oil under a concession in the Federal Republic of Germany (the "Oldenburg concession"). The Oldenburg concession covers approximately 1,386,000 acres, is located in the German federal state of Lower Saxony, and is the area from which natural gas, sulfur and oil are extracted. The Oldenburg concession currently provides nearly 100% of all the royalties received by the Trust. The Oldenburg concession is held by Mobil Erdgas-Erdol GmbH ("Mobil Erdgas"), a German operating subsidiary of ExxonMobil, and by Oldenburgische Erdolgesellschaft ("OEG"). As a result of direct and indirect ownership, ExxonMobil owns two-thirds of OEG and the Royal Dutch/Shell Group of Companies owns one-third of OEG. 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 ExxonMobil Production Deutschland GmbH ("EMPG") to carry out all exploration, drilling and production activities. All sales activities upon which the calculation of royalties is based are still handled by either Mobil Erdgas or BEB (the "operating companies").
Under one set of rights covering the western part of the Oldenburg concession (approximately 662,000 acres), the Trust receives a royalty payment of 4% on gross receipts from sales by Mobil Erdgas of gas well gas, oil well gas, crude oil and condensate (the "Mobil Agreement"). Under the Mobil Agreement there is no deduction of costs prior to the calculation of royalties from gas well gas and oil well gas, which together account for approximately 99% of all the royalties under said agreement. Historically, the Trust has received significantly greater royalty payments under the Mobil Agreement (as compared to the OEG Agreement described below) due to the higher royalty rate specified by that agreement.
The Trust is also entitled under an agreement with Mobil Erdgas 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 "Mobil Sulfur Agreement"). 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 $316,527 and $178,367 during fiscal 2022 and 2021, 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 and treatment 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.
The following is a schedule of royalty income for the fiscal year ended October 31, 2022 by product, geographic area and operating company:
| By Product: | |
|---|---|
| Product | Royalty Income |
| Gas Well and Oil Well Gas | $16,842,761 |
| Sulfur | $818,416 |
| Oil | $138,943 |
| By Geographic Area: | |
| Area | Royalty Income |
| Western Oldenburg | $13,079,051 |
| Eastern Oldenburg | $4,720,997 |
| Non-Oldenburg Areas | $72 |
| By Operating Company: | |
| Company | Royalty Income |
| Mobil Erdgas (under the Mobil Agreement) | $11,284,597 |
| BEB (under the OEG Agreement) | $6,515,523 |
Exhibit 99.1 to this Report is a report entitled Calculation of Cost Depletion Percentage for the 2022 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, 2022 (the "Cost Depletion Report"). The Cost Depletion Report, dated November 23, 2022, was prepared by Graves & Co. Consulting, LLC, 2777 Allen Parkway, Suite 525, Houston, Texas 77019 ("Graves & Co."). Graves & Co. 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 2022 calendar year based on the use of certain production data and the estimated net proved producing reserves as of October 1, 2022 for the primary area in which the Trust holds overriding royalty rights. 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, 2022. 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 of the various reports required. Unit owners are referred to the full text of the Cost Depletion Report contained herein for further details.
The cost depletion percentage is prepared by Graves & Co. for the Trust's unit owners for tax reporting purposes. The cost depletion percentage in that report for calendar 2022 is 7.8894%. 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 2022 calendar year are included on removable pages in the 2022 Annual Report. Additionally, the tax reporting information for 2022 is available on the Trust's website, http://www.neort.com/tax-letters.html.
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 receives 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 their 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. 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. Both Graves & Co. 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. The Trustees and Graves & Co. 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 complete reservoir production information 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, 2022 and a five-year schedule of gas, sulfur and oil sales for the twelve months ended September 30, 2022, 2021, 2020, 2019 and 2018 computed from quarterly sales reports of operating companies received by the Trust during such periods.
Item 3. Legal Proceedings.
The Trust is not a party to, and no Trust property is the subject of, any pending legal proceedings.
Item 4. Mine Safety Disclosures.
Not Applicable.
PART II
None.
Item 6. [Reserved].
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 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. The Trust has traditionally received the majority of its royalty income under the Mobil Agreement 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 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 total royalties in fiscal 2022. 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. For purposes of the royalty calculations, the determination of the gas price is explained in detail in the following three paragraphs.
On August 26, 2016, the Mobil and OEG Agreements were amended to establish a new base to determine gas prices for the calculation of the Trust's royalties. This new base is set as the state assessment base for natural gas used by the operating companies in their calculation of royalties payable to the State of Lower Saxony. This change reflects a shift to the prices calculated for the German Border Import gas Price ("GBIP"). The average combined totals of the GBIP for the relevant three-month period are used to provide an average gas price for the quarter. This average gas price is increased by 1% and 3% per the terms of the Mobil and OEG Royalty Agreements and is used by the operators to calculate the royalties payable to the Trust for a given quarter.
The change to the GBIP has reduced the scope and cost of the accounting examination, eliminated ongoing disputes with OEG and Mobil regarding sales to related parties, and reduced prior year adjustments to the normally scheduled year-end reconciliation. The pricing basis has also eliminated certain costs that were previously deductible prior to the royalty calculation under the OEG Agreement.
On approximately the 25th of the months of January, April, July and October, the operating companies calculate the volume of gas sold during the previous calendar quarter. This volume of gas sold is then multiplied by the average adjusted GBIP available at that time. The respective royalty amount is divided into thirds and forms the monthly royalty payments to the Trust for the Trust's upcoming fiscal quarter. When the operating companies determine the actual amount of royalties that were payable for the prior calendar quarter, they also 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. Positive adjustments are paid immediately and any negative adjustments are deducted from the next royalty payment. In September of the succeeding calendar 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.
There are two types of natural gas found within the Oldenburg concession, sweet gas and sour gas. Sweet gas has little contaminants and needs very minor 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 liquid or solid form, which is sold separately. With full operation of the two units, raw gas input capacity stands at approximately 400 million cubic feet ("MMcf") per day. EMPG has indicated to the Trust's consultant in Germany that it intends to shut down one of the remaining two units in June 2023. The retirement of this unit is planned by EMPG as otherwise state authorities would mandate a full and costly recertification of its vessels and pipes which will have reached their required expiration date. Since the units are roughly equal in size, full operation of the remaining unit would be approximately 200 MMcf per day following the shutdown. It is expected that the single unit will be sufficient to handle sour gas production through-put from the concession. It is also expected that operating expenses in the future will be somewhat reduced by this measure. Since sour gas accounts for 75% of overall gas sales and 98% of western gas sales, any future shutdown could significantly impact royalty income. The Trust has insufficient data to predict whether, when and to what extent any future shutdown may occur.
For unit owners, changes in the U.S. dollar value of the Euro have an immediate impact. This impact occurs at the time the royalties, which are paid to the Trust in Euros, are converted into U.S. dollars at the applicable exchange rate and transferred from Germany to the Trust's bank account in the U.S. In relation to the U.S. dollar, a stronger Euro would yield more U.S. dollars and a weaker Euro would yield fewer U.S. dollars.
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 assets of the Trust are depleting assets and, if the operators developing the concession do not perform additional development projects, the assets may deplete faster than expected. Eventually, the assets of the Trust will cease to produce in commercial quantities and the Trust will cease to receive proceeds from such assets.
The Trust's consultant in Germany provides general information to the Trust on the German and European economies and energy markets as well as monitoring the continuing impact of the war in Ukraine and ongoing efforts by the European governments to respond to the economic impacts of the war. This information provides a context in which to evaluate the actions of the operating companies. The Trust's consultant 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, and the Trust is not able to confirm the accuracy of any of the information supplied by EMPG or the operating companies.
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.
Results: Fiscal 2022 versus Fiscal 2021
For fiscal 2022, the Trust's gross royalty income increased 286.76% to $17,800,119 from $4,602,410 in fiscal 2021. The war in Ukraine has had and continues to have a significant impact on royalties paid to the Trust. The reduction in the flow of Russian gas to Germany and to Europe as a whole has led to shortages. These shortages have resulted in a bidding war for limited gas supplies available and continue to support higher gas prices. The increase in the amount of royalty income resulted in the higher distribution. The total distribution for fiscal 2022 was $1.83 per unit compared to $0.47 per unit for fiscal 2021. Gas prices under both royalty agreements were higher while gas sales and average exchange rates were down. The royalty income received under the Mobil Agreement in fiscal 2022 increased by $8,102,062 as compared to fiscal 2021. Royalty income received under the OEG Agreement in fiscal 2022 increased by $5,096,976 as compared to fiscal 2021.
As in prior years, the Trust receives adjustments from the operating companies based on their final calculations of royalties payable during the previous periods. During fiscal 2022, the adjustments based on royalties payable for 2021 increased royalty income by $1,550,020. During fiscal 2021, the adjustments based on royalties payable for 2020 decreased royalty income by $696,189. In fiscal 2022 and 2021, Mobil sulfur royalties totaled $316,527 and $178,367, respectively.
Gas sales under the Mobil Agreement decreased 5.99% to 14.874 Billion cubic feet ("Bcf") in fiscal 2022 from 15.821 Bcf in fiscal 2021. Given the lack of drilling by the operating companies during 2022, the Trust's consultant in Germany believes the decline in gas production is due to the normal reduction in well pressure that is experienced over time.
| Quarterly and Yearly Gas Sales under the Mobil Agreement in Billion cubic feet | |||
|---|---|---|---|
| Fiscal Quarter | 2022 Gas Sales | 2021 Gas Sales | Percentage change |
| First | 4.105 | 3.222 | +27.41% |
| Second | 3.605 | 4.354 | -17.20% |
| Third | 3.665 | 4.259 | -13.95% |
| Fourth | 3.499 | 3.986 | -12.22% |
| Fiscal Year Total | 14.874 | 15.821 | -5.99% |
Average prices for gas sold under the Mobil Agreement increased 249.76% to 5.5665 Euro cents per kilowatt hour ("Ecents/kWh") in fiscal 2022 from 1.5915 Ecents/kWh in fiscal 2021.
| Average Gas Prices under the Mobil Agreement in Euro cents per Kilowatt Hour | |||
|---|---|---|---|
| Fiscal Quarter | 2022 Average Gas Prices | 2021 Average Gas Prices | Percentage change |
| First | 3.0604 | 1.1935 | +156.42% |
| Second | 5.1442 | 1.5395 | +234.15% |
| Third | 6.1535 | 1.6032 | +283.83% |
| Fourth | 8.3302 | 1.9573 | +325.60% |
| Fiscal Year Average | 5.5665 | 1.5915 | +249.76% |
Converting gas prices into more familiar terms, using the average exchange rate, yielded a price of $16.56 per thousand cubic feet ("Mcf"), an increase of 204.97% from fiscal 2021's average price of $5.43/Mcf. For fiscal 2022, royalties paid under the Mobil Agreement were converted and transferred at an average Euro/U.S. dollar exchange rate of $1.0405, a decrease of 12.80% from the average Euro/U.S. dollar exchange rate of $1.1932 for fiscal 2021
| Average Euro Exchange Rate under the Mobil Agreement | |||
|---|---|---|---|
| Fiscal Quarter | 2022 Average Euro Exchange Rate | 2021 Average Euro Exchange Rate | Percentage change |
| First | 1.1256 | 1.2116 | -7.10% |
| Second | 1.0883 | 1.2020 | -9.46% |
| Third | 1.0236 | 1.2004 | -14.73% |
| Fourth | 0.9864 | 1.1703 | -15.71% |
| Fiscal Year Average | 1.0405 | 1.1932 | -12.80% |
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 2022, the volume of gas sold from western Oldenburg accounted for only 27.86% of the volume of all gas sales. However, western Oldenburg gas royalties provided approximately 74.29% or $12,512,346 out of a total of $16,842,689 in overall Oldenburg gas royalties.
Gas sales under the OEG Agreement decreased 1.04% to 53.385 Bcf in fiscal 2022 from 53.947 Bcf in fiscal 2021. Given the lack of drilling by the operating companies during 2022, the Trust's consultant in Germany believes the decline in gas production is due to the normal reduction in well pressure that is experienced over time.
| Quarterly and Yearly Gas Sales under the OEG Agreement in Billion cubic feet | |||
|---|---|---|---|
| Fiscal Quarter | 2022 Gas Sales | 2021 Gas Sales | Percentage change |
| First | 13.970 | 11.622 | +20.20% |
| Second | 13.123 | 14.495 | -9.47% |
| Third | 13.341 | 14.465 | -7.77% |
| Fourth | 12.951 | 13.365 | -3.10% |
| Fiscal Year Total | 53.385 | 53.947 | -1.04% |
Average gas prices for gas sold under the OEG Agreement increased 254.51% to 5.7342 Ecents/kWh in fiscal 2022 from 1.6175 Ecents/kWh in fiscal 2021.
| Average Gas Prices under the OEG Agreement in Euro cents per Kilowatt Hour | |||
|---|---|---|---|
| Fiscal Quarter | 2022 Average Gas Prices | 2021 Average Gas Prices | Percentage change |
| First | 3.1210 | 1.2171 | +156.43% |
| Second | 5.2460 | 1.5700 | +234.14% |
| Third | 6.2753 | 1.6349 | +283.83% |
| Fourth | 8.4951 | 1.9961 | +325.58% |
| Fiscal Year Average | 5.7342 | 1.6175 | +254.51% |
Converting gas prices into more familiar terms, using the average exchange rate, yielded a price of $16.60/Mcf, an increase of 208.55% from fiscal 2021's average price of $5.38/Mcf. For fiscal 2022, royalties paid under the OEG Agreement were converted and transferred at an average Euro/U.S. dollar exchange rate of $1.0375, a decrease of 13.04% from the average Euro/U.S. dollar exchange rate of $1.1931 for fiscal 2021.
| Average Euro Exchange Rate under the OEG Agreement | |||
|---|---|---|---|
| Fiscal Quarter | 2022 Average Euro Exchange Rate | 2021 Average Euro Exchange Rate | Percentage change |
| First | 1.1255 | 1.2123 | -7.16% |
| Second | 1.0867 | 1.2022 | -9.61% |
| Third | 1.0236 | 1.1998 | -14.69% |
| Fourth | 0.9868 | 1.1714 | -15.76% |
| Fiscal Year Average | 1.0375 | 1.1931 | -13.04% |
Interest income for fiscal 2022 of $2,244 increased from interest income of $641 for fiscal 2021 due to the higher amount of royalties received. Trust expenses increased $87,423, or 13.95%, to $713,917 in fiscal 2022 from $626,494 in fiscal 2021 due to higher Trustees' fees as specified in the provisions of the Trust Agreement and accounting costs associated with the biennial examinations of the royalty calculations by the German operating companies during fiscal 2022.
Report on Drilling and Geophysical Work
The Trust's German consultant periodically contacts the 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 most recent information the Trust's German consultant received from representatives of EMPG in December 2022. The Trust is not able to confirm the accuracy of any of the information supplied 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.
The Trust's German consultant has advised the Trust that EMPG has not planned any new wells for calendar 2023 and no major work has been initiated on the exploration side.
Production levels of the OEG fields for 2022 have demonstrated that numerous maintenance efforts, including well cleanup jobs and foam jobs to de-water weak wells, have been conducted to maintain production.
As of the current date and despite the difficult energy situation in Germany, the government has taken no steps to encourage or support domestic development of hydrocarbon-based energy sources. It should be noted that the economic impact on energy prices resulting from the invasion of Ukraine by Russia continues and shows no sign of abating. Under these circumstances, current decisions at both the governmental and corporate levels may change.
Critical Accounting Estimates
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 U.S. ("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.
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. All statements other than statements of historical fact are forward-looking. Such statements address future expectations and events or conditions concerning the Trust. You can identify many forward-looking statements by words such as "may," "will," "would," "should," "could," "expects," "aim," "anticipates," "believes," "estimates," "intends," "plan," "predict," "project," "seek," "potential," "opportunities" and other similar expressions and the negatives of such expressions. However, not all forward-looking statements contain these words. 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, currency exchange rates, and the overall impact of the novel coronavirus identified as COVID-19;
• 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
• political and economic uncertainty arising from Russia's invasion of Ukraine.
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.
Item 8. Financial Statements and Supplementary Data.
| Page Number | |
| Report of Independent Registered Public Accounting Firm | F-1 - F-2 |
| Financial Statements: | |
| Statements of Assets, Liabilities and Trust Corpus as of October 31, 2022 and 2021 |
F-3 |
| Statements of Revenue Collected and
Expenses Paid for the Fiscal Years Ended October 31, 2022 and 2021 |
F-4 |
| Statements of Undistributed Earnings for the Fiscal Years Ended October 31, 2022 and 2021 |
F-5 |
| Statements of Changes in Cash and
Cash Equivalents for the Fiscal Years Ended October 31, 2022 and 2021 | F-6 |
| Notes to Financial Statements | F-7 - F-9 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees and the Unit Owners of
North European Oil Royalty Trust
Opinion on the Financial Statements
We have audited the accompanying statements of assets, liabilities and trust corpus of North European Oil Royalty Trust (the "Trust") as of October 31, 2022 and 2021, and the related statements of revenue collected and expenses paid, undistributed earnings, and changes in cash and cash equivalents for each of the two years in the period ended October 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the assets, liabilities and trust corpus of the Trust as of October 31, 2022 and 2021, and its revenue collected and expenses paid, undistributed earnings and changes in its cash and cash equivalents for each of the two years in the period ended October 31, 2021, in conformity with the modified cash basis of accounting described in Note 1.
Basis for Opinion
These financial statements are the responsibility of the Trust's management. Our responsibility is to express an opinion on the Trust's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Basis of Accounting
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 accounting principles generally accepted in the United States of America.
F-1
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ Mazars USA LLP
We have served as the Trust's auditor since 2006
Edison, NJ
December 30, 2022
F-2
| 2022 | 2021 | |
|---|---|---|
| ASSETS | ||
| Current assets -- Cash and cash equivalents | $7,193,457 | $1,409,437 |
| Producing gas and oil royalty rights, net of amortization (Notes 1 and 2) | 1 | 1 |
| Total Assets | $7,173,458 | $1,409,438 |
| 2022 | 2021 | |
| LIABILITIES AND TRUST CORPUS | ||
| Current liabilities -- Distributions
to be paid to unit owners, paid November 2022 and 2021 |
$6,801,037 | $1,286,683 |
| Trust corpus (Notes 1 and 2) | 1 | 1 |
| Undistributed earnings | 392,420 | 122,754 |
| Total Liabilities and Trust Corpus | $7,193,458 | $1,409,438 |
The accompanying notes are an integral part of these financial statements.
F-3
| 2022 | 2021 | |
|---|---|---|
| Gas, sulfur and oil royalties received | $17,800,119 | $4,602,410 |
| Interest income | 2,244 | 641 |
| Trust Income | $17,802,363 | $4,603,051 |
| Operating Expenses | ($695,071) | ($587,476) |
| Related party expenses (Note 3) | (18,846) | (39,018) |
| Trust Expenses | ($713,917) | ($626,494) |
| Net Income | $17,088,446 | $3,976,557 |
| Net income per unit | $1.86 | $0.43 |
| Distributions per unit paid or to be paid to unit owners | $1.83 | $0.47 |
The accompanying notes are an integral part of these financial statements.
F-4
| 2022 | 2021 | ||
| Balance, beginning of period | $122,754 | $465,774 | |
| Net income | 17,088,446 | 3,976,557 | |
| 17,211,200 | 4,442,331 | ||
| Less: | |||
| Current year distributions
paid or to be paid to unit owners |
16,818,780 | 4,319,577 | |
| Balance, end of period | $392,420 | $122,754 |
The accompanying notes are an integral part of these financial statements.
F-5
| 2022 | 2021 | ||
| Sources of Cash and Cash Equivalents: | |||
| Gas, sulfur and oil royalties received | $17,800,119 | $4,602,410 | |
| Interest income | 2,244 | 641 | |
| $17,802,363 | $4,603,051 | ||
| Uses of Cash and Cash Equivalents: | |||
| Payment of Trust expenses | $713,917 | $626,494 | |
| Distributions paid | 11,304,426 | 3,216,705 | |
| $12,018,343 | $3,843,199 | ||
| Net increase (decrease) in cash and cash equivalents during the year |
5,784,020 | 759,852 | |
| Cash and cash equivalents, beginning of year | 1,409,437 | 649,585 | |
| Cash and cash equivalents, end of year | $7,193,457 | $1,409,437 |
The accompanying notes are an integral part of these financial statements.
F-6
(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"). 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 to unit owners of the results of operations of the Trust.
The Trust receives adjustments from the operating companies based on their final calculations of royalties payable during the prior periods, including the immediately preceding calendar quarter. Negative adjustments are carried over to the succeeding quarter. There were no negative adjustments during fiscal 2022. A negative adjustment of Euros 444,931 ($538,651) from the fourth quarter of fiscal 2020 was carried over and offset against royalty revenue received in the first quarter of fiscal 2021.
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) since 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 and additionally under a private letter ruling issued by the Internal Revenue Service, is exempt from federal income taxes. The Trust has no state income tax obligations.
F-7
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, 2022, the uninsured amounts held in the Trust's U.S. bank accounts were $6,933,575. In addition, the Trust held Euros 10,000, the equivalent of $9,882, in its German bank account at October 31, 2022.
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, 2022 and 2021, 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.
(3) Related party transactions:
John R. Van Kirk, the Managing Director of the Trust, provides office services to the Trust at cost. For such office services, the Trust reimbursed the Managing Director $5,256 and $5,613 in fiscal 2022 and 2021, respectively.
As of December 31, 2021, Lawrence A. Kobrin, a Trustee of the Trust, fully retired from Cahill Gordon & Reindel LLP, which serves as counsel to the Trust. Commencing January 1, 2022, payments to Cahill Gordon & Reindel LLP are no longer considered to be payments to a related party but instead are included in operating expenses. For fiscal 2022 and 2021, related party legal expenses paid to Cahill Gordon & Reindel LLP were $13,590 and $33,405, 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 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 2022 and 2021 calendar years.
F-8
(5) Quarterly results (unaudited):
The tables below summarize the quarterly results and distributions of the Trust for the fiscal years ended October 31, 2022 and 2021:
Fiscal 2022 by Quarter and Year
| First | Second | Third | Fourth | Year | |
| Royalties received | $2,546,539 | $3,773,568 | $4,442,665 | $7,037,347 | $17,800,119 |
| Net income | $2,351,819 | $3,559,968 | $4,292,607 | $6,884,050 | $17,088,466 |
| Net Income per unit | $0.26 | $0.39 | $0.47 | $0.75 | $1.86 |
| Distribution paid or to be paid |
$2,297,647 | $3,492,424 | $4,227,671 | $6,801,037 | $16,818,779 |
| Distribution per unit or to be paid to unit owners |
$0.25 | $0.38 | $0.46 | $0.74 | $1.83 |
| First | Second | Third | Fourth | Year | |
| Royalties received | $283,439 | $1,400,159 | $1,480,863 | $1,437.949 | $4,602,410 |
| Net income | $111,842 | $1,198,447 | $1,363,590 | $1,302,678 | $3,976,557 |
| Net Income per unit | $0.01 | $0.13 | $0.15 | $0.14 | $0.43 |
| Distribution paid or to be paid |
$367,624 | $1,286,682 | $1,378,588 | $1,286,683 | $4,319,577 |
| Distribution per unit or to be paid to unit owners |
$0.04 | $0.14 | $0.15 | $0.14 | $0.47 |
F-9
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, 2022. Based on that evaluation, the Managing Director concluded that the Trust's disclosure controls and procedures were effective as of October 31, 2022.
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, 2022. 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 (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that the Trust's internal control over financial reporting was effective as of October 31, 2022.
Part B. Attestation Report of Independent Registered Public Accounting Firm
Not applicable
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 2022 that have materially affected, or are reasonably likely to materially affect, the Trust's internal control over financial reporting.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Except as set forth below, the information required by this item will be contained in the Trust's definitive Proxy Statement for its Annual Meeting of Unit Owners to be held on February 15, 2023, 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 adopted a Code of Conduct and Business Ethics (the "Code") beginning in 2004 for the Trust's Trustees and employees, including the Managing Director. The Managing Director serves the roles of chief executive officer and chief 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 15, 2023, to be filed pursuant to Section 14 of the Securities Exchange Act of 1934, and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item will be contained in the Trust's definitive Proxy Statement for its Annual Meeting of Unit Owners to be held on February 15, 2023, to be filed pursuant to Section 14 of the Securities Exchange Act of 1934, and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item will be contained in the Trust's definitive Proxy Statement for its Annual Meeting of Unit Owners to be held on February 15, 2023, to be filed pursuant to Section 14 of the Securities Exchange Act of 1934, and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
The information required by this item will be contained in the Trust's definitive Proxy Statement for its Annual Meeting of Unit Owners to be held on February 15, 2023, to be filed pursuant to Section 14 of the Securities Exchange Act of 1934, and is incorporated herein by reference.
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, 2022 and 2021
Report of Independent Registered Public Accounting Firm
Statements of Assets, Liabilities and Trust Corpus as of October 31, 2022 and 2021
Statements of Revenue Collected and Expenses Paid for the Fiscal Years Ended October 31, 2022 and 2021
Statements of Undistributed Earnings for the Fiscal Years Ended October 31, 2022 and 2021
Statements of Changes in Cash and Cash Equivalents for the Fiscal Years Ended October 31, 2022 and 2021
Notes to Financial Statements
2. Exhibits
The Exhibit Index following the signature page lists all exhibits filed with this Report or incorporated by reference.
Item 16. Form 10-K Summary.
None.
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, 2022 | /s/John R. Van Kirk |
| John R. Van Kirk, Managing Director | |
| and Chief Financial Officer 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, 2022 | /s/Robert P. Adelman |
| Robert P. Adelman, Managing Trustee | |
| Dated: December 30, 2022 | /s/Ahron H.Haspel |
| Ahron H. Haspel, Trustee | |
| Dated: December 30, 2022 | /s/Lawrence A. Kobrin |
| Lawrence A. Kobrin, Trustee | |
| Dated: December 30, 2022 | /s/Nancy J. Prue |
| Nancy J. Prue, Trustee | |
| Dated: December 30, 2022 | /s/Willard B. Taylor |
| Willard B. Taylor, Trustee | |
| Dated: December 30, 2022 | /s/John R. Van Kirk |
| John R. Van Kirk, Managing Director | |
| and Chief Financial Officer |
EXHIBIT INDEX
Exhibit 4.1
DESCRIPTION OF SECURITIES
The following is a summary of information concerning units of beneficial interest of North European Oil Royalty Trust (the "Trust"). The summaries and descriptions below do not purport to be complete statements of the relevant provisions of the Trust Agreement ("Trust Agreement") dated as of September 10, 1975 (as last amended on February 13, 2008) or the Amended and Restated Trustees' Regulations, dated as of October 31, 2007 (the "Regulations "), and are entirely qualified by these documents.
Units. The Trust's units of beneficial interest (the "Units") are registered under Section 12(b) of the Securities Exchange Act of 1934 and are listed on the New York Stock Exchange under the ticker symbol "NRT." The issued and outstanding Units are fully paid and non-assessable. This means the full purchase price for the outstanding Units have been paid and the owners of such Units will not be assessed any additional amounts for such Units.
Distributions and Reserves. The Trustees will, not less than quarterly, distribute and pay to the unit owners, in proportion to their respective beneficial interest of the Units, all rents, royalties, income, proceeds and other receipt of or from the properties held by the Trustees ("Trust Estate"), after payment of, or provision for, the expenses, liabilities and obligations of the Trust Estate. The Trustees have the right to determine from time to time the amounts to be retained as reserves in connection with anticipated charges or expenses of the Trust, for contingent or unascertained liabilities or obligations of the Trust, or for such other purpose as the Trustees may determine.
Voting Rights. Each Unit is entitled to one vote on all matters submitted to a vote of unit owners. Neither the Trust Agreement nor the Regulations provide for cumulative voting in the election of the Trustees.
Other Rights. The Units are not subject to redemption by operation of a sinking fund or otherwise. Unit owners are not currently entitled to preemptive rights.