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 April 30, 1998 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
Class Outstanding at April 30, 1998
- ---------------------------- -------------------------------
Units of Beneficial Interest 8,696,430
ARTHUR ANDERSEN LLP
ACCOUNTANTS' REVIEW REPORT
----------------------------
To North European Oil Royalty Trust:
We have reviewed the accompanying statements of assets, liabilities and trust
corpus of North European Oil Royalty Trust (the "Trust") as of April 30, 1998
and the related statements of income and expenses on a cash basis for the
three- and six-month periods ended April 30, 1998 and 1997, and the related
statements of changes in cash and cash equivalents and undistributed earnings
for the six months ended April 30, 1998 and 1997. These financial statements
are the responsibility of the Trust's management.
The statement of assets, liabilities and trust corpus as of October 31, 1997
of the Trust was maintained on the cash basis rather than the accrual basis
of accounting and was audited by us. Our report dated November 1, 1997
indicates the statement did not purport to present, and in our opinion did not
present, financial position and results of operations in conformity with
generally accepted accounting principles which require the use of the accrual
basis of accounting. We have not performed any auditing procedures since that
date.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
The accounts of the Trust are maintained on a cash basis of accounting under
which income is not recorded until collected instead of when earned, and
expenses are recorded when paid instead of when incurred. Thus, the
accompanying financial statements are not intended to present financial
position and results of operations in conformity with generally accepted
accounting principles which require the use of the accrual basis of
accounting (see Note 1).
Based on our review, we are not aware of any material modifications that
should be made to the financial statements referred to above for them to be
in conformity with the cash basis of accounting.
As discussed in Note 3, the Trust has a contingent liability relating to
unclaimed units and distributions. No reserves are established or reflected
in the financial statements for the possibility that funds would be required
to satisfy such claims.
/s/ Arthur Andersen LLP
------------------------
ARTHUR ANDERSEN LLP
Roseland, New Jersey
May 5, 1998
PART I -- FINANCIAL INFORMATION
-------------------------------
Item 1. Financial Statements
----------------------------
STATEMENTS OF INCOME AND EXPENSES ON A CASH BASIS (NOTE 1)
-----------------------------------------------------------
FOR THE THREE MONTHS ENDED APRIL 30, 1998 AND 1997
-----------------------------------------------------
1998 1997
------------ ------------
(unaudited)
German gas, oil and sulfur
royalties received $ 3,504,753 $ 3,510,987
----------- -----------
Interest income 25,180 25,246
----------- -----------
Trust expenses ( 170,414) ( 135,633)
----------- -----------
Net income on a cash basis $ 3,359,519 $ 3,400,600
=========== ===========
Net income per unit on a cash basis $ .39 $ .39
====== ======
Cash distributions paid or to be paid:
Dividends and distributions per unit
paid to former unlocated shareholders .00 .00
Distributions per unit to be paid to
unit owners $ .39 $ .39
====== ======
STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS (NOTE 1)
-----------------------------------------------------------
APRIL 30, 1998 AND OCTOBER 31, 1997
-------------------------------------
1998 1997
------------ ------------
(unaudited) (audited)
Current assets - - Cash and
cash equivalents (Note 1) $ 3,439,880 $ 3,024,317
Producing gas and oil royalty rights,
net of amortization (Notes 1 and 2) 1 1
----------- -----------
$ 3,439,881 $ 3,024,318
Current liabilities - - Cash distributions
payable to unit owners $ 3,391,608 $ 2,956,786
Contingent liability (Note 3)
Trust corpus (Notes 1 and 2) 1 1
Undistributed earnings 48,272 67,531
----------- -----------
$ 3,439,881 $ 3,024,318
The accompanying accountants' review report and the notes to
financial statements should be read in conjunction with these statements.
STATEMENTS OF INCOME AND EXPENSES ON A CASH BASIS (NOTE 1)
------------------------------------------------------------
FOR THE SIX MONTHS ENDED APRIL 30, 1998 AND 1997
--------------------------------------------------
1998 1997
------------ ------------
(unaudited)
German gas, oil and sulfur
royalties received $ 7,293,026 $ 7,343,188
----------- -----------
Interest income 47,227 41,352
----------- -----------
Trust expenses ( 315,404) ( 405,933)
----------- -----------
Net income on a cash basis $ 7,024,849 $ 6,978,607
=========== ===========
Net income per unit on a cash basis $.81 $.80
==== ====
Cash distributions paid or to be paid:
Dividends and distributions per unit
paid to former unlocated shareholders .00 .00
Distributions per unit to be paid
to unit owners $.81 $.81
==== ====
The accompanying accountants' review report and the notes to
financial statements should be read in conjunction with these statements.
STATEMENTS OF CHANGES IN CASH AND CASH EQUIVALENTS (NOTE 1)
-----------------------------------------------------------
FOR THE SIX MONTHS ENDED APRIL 30, 1998 AND 1997
----------------------------------------------------
1998 1997
------------ ------------
(unaudited)
Sources of cash and cash equivalents:
German gas, oil and sulfur
royalties $ 7,293,026 $ 7,343,188
Interest income 47,227 41,352
----------- -----------
7,340,253 7,384,540
----------- -----------
Uses of cash and cash equivalents:
Payment of Trust expenses 315,404 405,933
Distributions and dividends paid
(Note 3) 6,609,286 6,001,082
----------- -----------
6,924,690 6,407,015
----------- -----------
Net increase(decrease) in cash and
cash equivalents during the period 415,563 977,525
Cash and cash equivalents,
beginning of period 3,024,317 2,477,515
----------- -----------
Cash and cash equivalents,
end of period $ 3,439,880 $ 3,455,040
=========== ===========
STATEMENTS OF UNDISTRIBUTED EARNINGS (NOTE 1)
---------------------------------------------
FOR THE SIX MONTHS ENDED APRIL 30, 1998 AND 1997
----------------------------------------------------
1998 1997
------------ ------------
(unaudited)
Balance, beginning of period $ 67,531 $ 129,484
Net income on a cash basis 7,024,849 6,978,607
----------- -----------
7,092,380 7,108,380
----------- -----------
Less:
Dividends and distributions paid to
former unlocated shareholders (Note 3) 0 558
Current year distributions paid or
to be paid to unit owners (Note 3) 7,044,108 7,044,101
----------- -----------
7,044,108 7,044,659
----------- -----------
Balance, end of period $ 48,272 $ 63,432
=========== ===========
The accompanying accountants' review report and the notes to
financial statements should be read in conjunction with these statements.
NORTH EUROPEAN OIL ROYALTY TRUST
--------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(Unaudited)
-----------
(1) Summary of significant
accounting policies:
----------------------
Basis of accounting -
-------------------
The accounts of North European Oil Royalty Trust (the "Trust") are
maintained on a cash basis of accounting with the exception of 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 cash basis provides a more meaningful presentation to unit
owners of the results of operations of the Trust.
Producing gas and oil
royalty rights -
---------------------
The rights to certain gas and oil royalties in Germany were transferred
to the Trust at their net book value by North European Oil Company (the
"Company") (see Note 2). The net book value of the royalty rights has
been reduced to one dollar ($1) in view of the fact that the remaining
value of royalty rights is de minimis relative to annual royalties
received and distributed by the Trust and does not bear any meaningful
relationship to the fair value of such rights or the actual amount of
proved producing reserves.
Federal and state income taxes -
------------------------------
The Trust, as a grantor trust, is exempt from Federal and state income
taxes under a private letter ruling issued by the Internal Revenue
Service.
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 maturities of three months or less.
Net income per unit
on the cash basis -
-------------------
Net income per unit on the cash basis is based upon the number of units
outstanding at the end of the period. As of both April 30, 1998 and
1997, there were 8,696,430 units of beneficial interest outstanding.
(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.
(3) Contingent liability:
---------------------
The Trust serves as fiduciary for certain unlocated or unknown
shareholders of the Trust's corporate predecessors, North European Oil
Corporation (the "Corporation") and North European Oil Company. From
the liquidation of the Company to October 31, 1997, 721,088 units were
issued in exchanges and dividends of $353,992 and distributions of
$4,227,151 were paid to former unlocated Corporation and Company
shareholders. For the six-month period ended April 30, 1998 no
units were issued in exchanges and $0 in dividends and $0 in
distributions were paid to former unlocated Corporation and Company
shareholders.
On February 26, 1996 the settlement of litigation between the Trust and
the Delaware State Escheator was approved by the Delaware Court of
Chancery. As of that date, there were a total of 875,748 authorized
predecessor corporations. Out of this total, 760,560 units were
subject to the settlement. Under the settlement, 380,280 units were
issued to the Escheator on April 17, 1996. Of the units remaining to
be issued to the Escheator, 50% would be issued to the Escheator by
June 30, 2000 and the balance by June 30, 2005. Until June 30, 2000,
claims by unlocated or unknown shareholders of the Trust's corporate
predecessors for units and past dividends and distributions thereon
("subsequent claims") will be paid by the Escheator and the Trust on
a 50:50 basis. From July 1, 2000 to June 30, 2005, subsequent claims
will be paid by the Escheator and the Trust on a 75:25 basis. Any
subsequent claims will reduce the number of units to be issued to the
Escheator in 2000 or 2005. Following the final issuance of units to the
Escheator in 2005, the Trust's contingent liability for past dividends
and distributions attributable to all unexchanged Corporation and
Company shares subject to the settlement will be completely eliminated.
Under the terms of the settlement, the maximum liability of the
Escheator for subsequent claims is limited to the value of the units
received, plus current distributions on units retained, less the
Escheator's share of subsequent claims. As of the receipt of the May,
1998 distribution, the maximum liability of the Escheator is
$6,008,522.
Under the Trust Agreement as deemed amended by the February 26, 1996
Delaware Court Order, the Trust is not required to make payments of
arrearages of Company dividends or Trust distributions with respect to
units issued or to be issued to the Escheator. As of April 30, 1998,
there remained a total of 494,160 units that could be issued to
unlocated or unknown Corporation and Company shareholders. Of this
total, 380,280 units are subject to the settlement and remain to be
issued to the Escheator. If all shares, represented by the units
already issued as well as the units remaining to be issued, were
presented for exchange, $487,132 in dividends and $27,587,039 in
distributions would be payable. In the opinion of the Trustees, based
in part on the history of exchanges during the last ten fiscal years,
the maximum liability of the Escheator would be adequate to cover the
Escheator's share of any subsequent claims. In any event, the Trust's
contingent liability for such claims will be eliminated in 2005.
Item 2. Management's Discussion and Analysis of Financial
-------------------------------------------------
Condition and Results of Operations.
------------------------------------
The Trust is a passive investment trust which holds overriding
royalty rights and receives monthly royalties from the operating companies,
subsidiaries of Mobil, Exxon and the Royal Dutch Group, based on their sales
of gas, sulfur and oil. These royalties are paid in Deutsche marks and are
converted into U.S. dollars at the time of their transfer. The Trust does
not engage in any business activities and has no need of funds beyond the
funds available from monthly royalties to cover operating expenses.
Accordingly, neither liquidity nor capital resources are pertinent factors in
its activities or operations. All percentage comparisons, except where
otherwise noted, in the following discussion and analysis refer to the prior
year's comparable period.
Net income of the Trust for the second fiscal quarter ended
April 30, 1998 declined by 1.2% from $3,400,600 to $3,359,519. Despite this
decline, the Trust was able to match last year's distribution of 39 cents per
unit. Strong gas sales from the higher royalty area of western Oldenburg
offset lower gas prices and a lower average Deutsche mark/dollar exchange
rate.
Overall Oldenburg gas sales, subject to a royalty rate of 0.6667%,
were 56.1 billion cubic feet ("Bcf") during the quarter compared to 55.4 Bcf
for the prior year, an increase of 1.2%. This level of gas sales at least
partially reflects the impact of the warm winter weather experienced during
the quarter.
Gas sales from western Oldenburg, subject to an additional royalty
rate of 4% for a combined total of 4.6667%, were 25.7 Bcf for the quarter
just ended. This amount represents an 11.8% increase over last year's sales
of 23 Bcf. While western gas sales accounted for only 45.7% of overall
Oldenburg gas sales, due to the higher royalty in effect they provided 86% of
all royalties received by the Trust in the quarter just ended. Based on
information derived from the 1997 report on German gas production prepared by
W.E.G., the German equivalent of the American Gas Institute, the two most
productive gas fields for calendar 1997 were located in western Oldenburg.
There are two other fields located in the eastern half of the Oldenburg
concession that are also included among the top ten most productive gas
fields in Germany.
Overall Oldenburg gas prices were essentially unchanged compared to
the prior year averaging 1.69 pfennigs per Kwh (Pf/Kwh) for the quarter. Gas
prices under the higher royalty agreement in western Oldenburg declined by
3.8% to an average of 1.61 Pf/Kwh. When converted into more familiar terms
using the respective average exchange rates, gas prices were equivalent to
$2.62 and $2.54 per Mcf, under the lower and higher royalty agreements
respectively.
The Deutsche mark continued its decline falling 6.3% to an average
equivalent value of $0.5515 as compared to last year's average value of
$0.5887. Except for two brief respites, the average value of the Deutsche
mark has declined for the last 10 quarters.
Interest income was almost unchanged reflecting the slightly lower
funds available for investment. Increased charges associated with the audit
of the German operating companies as well as some differences in the normal
timing in the payment of expenses combined to increase the Trust's expenses.
The current Statement of Assets, Liabilities and Trust Corpus of
the Trust at April 30, 1998, compared to that at fiscal year end
(October 31, 1997), shows an increase in assets due to higher royalty receipts
during the quarter.
For the six month fiscal period, net income of the Trust was
$7,024,849, a slight increase from the net income of $6,978,607 for the
prior year's corresponding period. Cumulative distributions for the six
month period of $0.81 per unit were equal to the distribution for the same
period last year.
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. As permitted by the Trust
Agreement, no provision is made for the retention of reserve funds of any
kind. If funds were to be required for payments to owners of units not
previously presented for issuance, quarterly distributions would be reduced
to the extent required to provide funds for such payments.
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits.
---------
None.
(b) Reports on Form 8-K
-------------------
None.
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)
By: /S/ John R. Van Kirk
----------------------------
John R. Van Kirk
Managing Director
Dated: June 4, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Statements of Assets, Liabilities and Trust Corpus at April 30, 1998 and
October 31, 1997 and the Statements of Income and Expenses for the quarter
ended April 30, 1998 and is qualified in its entirety by reference to such
financial statements and the accompanying notes.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-END> APR-30-1998
<CASH> 3,489,880
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,489,881
<CURRENT-LIABILITIES> 3,391,608
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 48,273
<TOTAL-LIABILITY-AND-EQUITY> 3,439,881
<SALES> 0
<TOTAL-REVENUES> 3,529,933
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 171,414
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,359,519
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,359,519
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,359,519
<EPS-PRIMARY> .39
<EPS-DILUTED> .39
</TABLE>
