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| WTU > SEC Filings for WTU > Form 10-K on 13-Mar-2009 | All Recent SEC Filings |
13-Mar-2009
Annual Report
• Amortization of the Royalty Interests is calculated on a unit-of-production basis and charged directly to trust corpus.
• Distributions to Unitholders subject to the occurrence of a termination event, are recorded when declared by the Trustee (see Note 5 to "Item 8-Financial Statements and Supplementary Data-Notes to Financial Statements").
• Loss contingencies are recognized in the period in which amounts are paid by the Trust.
The financial statements of the Trust differ from financial statements
prepared in accordance with GAAP. For example, royalty income is not accrued in
the period of production, amortization of the Royalty Interests is not charged
against operating results, and loss contingencies are not charged to operating
results until paid. This comprehensive basis of accounting other than GAAP
corresponds to the accounting permitted for royalty trusts by the SEC, as
specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of
Royalty Trusts.
The Trust's financial statements reflect the selection and application of
accounting policies that require the Trust to make significant estimates and
assumptions. The following are some of the more critical judgment areas in the
application of accounting policies that currently affect the Trust's financial
condition and results of operations.
Revenue Recognition. Revenues from Royalty Interests are recognized in the
period in which amounts are received by the Trust. Royalty income received by
the Trust in a given calendar year will generally reflect the proceeds, on an
entitlements basis, from natural gas produced for the 12-month period ended
September 30th in that calendar year.
Reserve Recognition. Independent petroleum engineers estimate the net
proved reserves attributable to the Royalty Interests. In accordance with
Statement of Financial Accounting Standards No. 69, "Disclosures About Oil and
Gas Producing Activities," estimates of future net revenues from proved reserves
have been prepared using year-end contractual gas prices and related costs.
Numerous uncertainties are inherent in estimating volumes and the value of
proved reserves and in projecting future production rates and the timing of
development of non-producing reserves. Such reserve estimates are subject to
change as additional information becomes available. The reserves actually
recovered and the timing of production may be substantially different from the
reserve estimates.
Contingencies. Contingencies related to the Underlying Properties that are
unfavorably resolved would generally be reflected by the Trust as reductions to
future royalty income payments to the Trust with corresponding reductions to
cash distributions to Unitholders.
Modernization of Oil & Gas Reporting Requirements
The SEC has revised its oil and gas reserves reporting requirements
effective for fiscal years ending on or after December 31, 2009, with early
adoption prohibited. These changes include:
• Expanding the definition of oil and gas reserves and providing clarification
of certain concepts and technologies used in the reserve estimation process.
• Allowing optional disclosure of probable and possible reserves and permitting optional disclosure of price sensitivity analysis.
• Modifying prices used to estimate reserves for SEC disclosure purposes to a 12-month average price instead of a single-day, period-end price.
• Requiring certain additional disclosures around proved undeveloped reserves, internal controls used to ensure objectivity of the estimation process, and qualifications of those preparing and/or auditing the reserves.
Historically, the reserves calculated based on the SEC's reporting
requirements were also used to calculate amortization of the royalty interest
assets, as required by SFAS 69, "Disclosures about Oil and Gas Producing
Activities" (SFAS 69). However, the change in the SEC reporting requirements has
not yet been adopted by the Financial Accounting Standards Board ("FASB"). The
SEC has announced its intent to discuss potential amendments to SFAS 69 with the
FASB so that the reserves disclosed remain consistent with the reserves used to
calculate depletion on our producing properties. Any such change would impact
our future financial results. The SEC has indicated that it may delay the
effective date of the revised reporting requirements if the FASB does not make
conforming amendments by December 31, 2009.
Liquidity and Capital Resources
As stipulated in the Trust Agreement, the Trust is intended to be passive
in nature and neither the Delaware Trustee nor the Trustee has any control over
or any responsibility relating to the operation of the Underlying Properties.
The Trustee has powers to collect and distribute proceeds received by the Trust
and pay Trust liabilities and expenses, and its actions have been limited to
those activities. The assets of the Trust are passive in nature, and other than
the Trust's ability to periodically borrow money as necessary to pay expenses,
liabilities and obligations of the Trust that cannot be paid out of cash held by
the Trust, the Trust is prohibited from engaging in borrowing transactions. As a
result, other than such borrowings, if any, the Trust has no source of liquidity
or capital resources other than the Royalty Interests.
Royalty income to the Trust is attributable to the sale of depleting
assets. All of the Underlying Properties burdened by the Royalty Interests
consist of producing properties. Accordingly, the proved reserves attributable
to WPC's interest in the Underlying Properties are expected to decline
substantially during the term of the Trust and a portion of each cash
distribution made by the Trust will, therefore, be analogous to a return of
capital. Accordingly, cash yields attributable to the Units are expected to
decline over the term of the Trust Additionally, the recent decline in natural
gas prices has further lowered the expectation for 2009 distributions compared
to those in 2008.
Results of Operations
The Trust makes quarterly cash distributions to Unitholders. The only
assets of the Trust, other than cash and cash equivalents being held for the
payment of expenses and liabilities and for distribution to Unitholders, are the
Royalty Interests. The Royalty Interests owned by the Trust burden the
Underlying Properties, which are owned by WPC and not the Trust.
Distributable income of the Trust generally consists of the excess of
royalty income plus interest income over the general and administrative expenses
of the Trust. Upon receipt by the Trust, royalty income is invested in
short-term investments in accordance with the Trust Agreement until its
subsequent distribution to Unitholders.
The amount of distributable income of the Trust for any calendar year may
differ from the amount of cash available for distribution to Unitholders in such
year due to differences in the treatment of the expenses of the Trust in the
determination of those amounts. The financial statements of the Trust are
prepared on a modified cash basis pursuant to which the expenses of the Trust
are recognized when incurred whereas royalty income is recognized when received.
Consequently, the reported distributable income of the Trust for any year is
determined by deducting from the income received by the Trust the amount of
expenses incurred by the Trust during such year. The amount of cash available
for distribution to Unitholders, however, is determined in accordance with the
provisions of the Trust Agreement and reflects the deduction from the income
actually received by the Trust of the amount of expenses actually paid by the
Trust and adjustment for changes in reserves for unpaid liabilities. See
Note 5 to "Item 8-Financial Statements and Supplementary Data-Notes to Financial
Statements" for additional information regarding the determination of the amount
of cash available for distribution to Unitholders.
For 2008, royalty income received by the Trust amounted to $15,151,993 as
compared to $9,496,151 and $13,945,315 for 2007 and 2006, respectively. The
increase in royalty income in 2008 compared to 2007 was primarily due to an
additional $3.5 million distribution received from WPC from the actualization of
the unit expansions effecting the underlying properties. The increase was also
the result of higher natural gas prices. These events are not expected to recur
in 2009. The decrease in royalty income in 2007 compared to 2006 was primarily
due to lower natural gas prices and lower natural gas production. Net production
related to the royalty income received by the Trust in 2008 was 3,297,752 MMBtu
(exclusive of the above described unit expansion adjustment) as compared to
3,730,887 MMBtu and 4,406,089 MMBtu in 2007 and 2006, respectively. The average
net natural gas price received for royalty income in 2008 was $3.05 per MMBtu
(exclusive of the above described unit expansion adjustment) as compared to
$2.24 MMBtu and $2.63 MMBtu in 2007 and 2006, respectively. Interest income for
2008 was $24,390 as compared to $39,842 and $51,533 for 2007 and 2006. The
decrease in interest income for 2008 reflects lower interest rates. The decrease
in interest income in 2007 compared to 2006 reflects lower interest rates.
General and administrative expenses for 2008 were $885,692, as compared to
$988,693 and $964,784 for 2007 and 2006, respectively. General and
administrative expenses in 2008 were lower due to decreased Unitholder reporting
costs compared to 2007. General and administrative expenses in 2007 were higher
due to increased Unitholder reporting costs compared to 2006.
Distributable income for 2008 was $14,290,691 or $1.47 per Unit, compared
to $8,547,300 or $0.88 per Unit for 2007, and $13,032,064 or $1.34 per Unit, for
2006. The increase in distributable income in 2008 compared to 2007 was
primarily due to the actualization of various unit expansions, as discussed
further in Note 6 to "Item 8 - Financial Statements and Supplementary Data -
Notes to Financial Statements" and due to higher gas prices. The decrease in
distributable income in 2007 compared to 2006 was primarily due to lower net
production from the Underlying Properties and lower gas prices.
Because the Trust incurs administrative expenses throughout a quarter but
receives its royalty income only once in a quarter, the Trustee established in
the first quarter of 1993 a cash reserve for the payment of expenses and
liabilities of the Trust. The Trustee thereafter has adjusted the amount of such
reserve in certain quarters as required for the payment of the Trust's expenses
and liabilities, in accordance with the provisions of the Trust Agreement. The
Trustee anticipates that it will maintain for the foreseeable future a cash
reserve that will fluctuate as expenses are paid and royalty income is received.
Royalty income to the Trust is attributable to the sale of depleting
assets. All of the Underlying Properties burdened by the Royalty Interests
consist of producing properties. Accordingly, the proved reserves attributable
to WPC's interest in the Underlying Properties are expected to decline
substantially during the term of the Trust and a portion of each cash
distribution made by the Trust will, therefore, be analogous to a return of
capital. Accordingly, cash yields attributable to the Units are expected to
decline over the term of the Trust.
Royalty income received by the Trust in a given calendar year will
generally reflect the sum of (i) proceeds from the sale of gas produced from the
WI Properties during the first three quarters of that year and the fourth
quarter of the preceding calendar year, plus (ii) cash received by WPC with
respect to the Farmout Properties during the first three quarters of that year
(or in the month immediately following the third quarter, if received by WPC in
sufficient time to be paid to the Trust) and the fourth quarter of the preceding
calendar year.
Accordingly, the royalty income included in distributable income for the
years ended December 31, 2008, 2007 and 2006, was based on production volumes
and natural gas prices for the 12 months ended in September 30, 2008, 2007 and
2006, respectively, as shown in the table below. The production volumes included
in the table are for production attributable to the Underlying Properties, and
not production attributable to the Royalty Interests owned by the Trust, and are
net of the amount of production attributable to WPC's royalty obligations to
third parties, which are determined by contractual arrangement with such
parties.
Twelve Months Ended September 30,
2008 2007 2006
Production, Net (MMBtu)(1)(2)
WI Properties 5,279,628 5,008,996 5,904,596
Farmout Properties(3) 1,043,121 1,209,149 1,438,886
Average Blanco Hub Spot Price ($/MMBtu) $ 7.21 $ 5.86 $ 6.92
Average Net Wellhead Price WI Properties ($/MMBtu)(4) $ 3.05 $ 2.24 $ 2.63
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(1) Million British Thermal Units.
(2) Production volumes for 2008 presented above are exclusive of 6,845,010 MMBtu net production volumes related to the unit expansion adjustment as described in Note 6 to "Item 8 - Financial Statements and Supplementary Data - Notes to Financial Statements."
(3) Includes previously reported estimated amounts for certain months.
(4) Total Gross
Proceeds
divided by
Entitled W.I.
Dry MMBtu for
12 months
ending on
September 30.
Production from the WI Properties is generally sold pursuant to the Gas
Purchase Contract. For more information regarding the Gas Purchase Contract and
the right of WFS Gas Resources to recoup certain Price Credits, see "Item 2 -
Properties - The Royalty Interests - Gas Purchase Contract" in this Form 10-K.
The information herein concerning production and prices relating to the
Underlying Properties is based on information prepared and furnished by WPC to
the Trustee. The Trustee has no control over and no responsibility relating to
the operation of the Underlying Properties.
Termination and Liquidation of the Trust
With respect to the Trust termination provisions as outlined in the Trust
Agreement, the net present value of the estimated future net revenues computed
in accordance with the Trust Agreement, using an average 2008 index price of
$7.21, by the independent petroleum engineers as of December 31, 2008 was
approximately $65 million. While the results of this computation will not
trigger an early termination of the Trust as of December 31, 2008, future
computations are subject to the numerous uncertainties in estimating the future
net revenues. The negative commodity price outlook for 2009 has to date
negatively impacted actual index prices used in the Trust's termination
calculation, which could impact the December 31, 2009 termination evaluation and
trigger termination of the Trust in accordance with the provisions of the Trust
Agreement. Should the Trust's computed net present value fall below the
$30 million stipulated threshold as of December 31, 2009, the Trust will
terminate effective March 1, 2010.
Pursuant to the terms of the Trust Agreement, the Trust will terminate no
later than December 31, 2012 or upon the first to occur of certain events,
including (i) the disposition by the Trust of all Royalty Interests;
(ii) following an affirmative vote in favor of termination of the Trust by the
holders of record of more than 50% of the then outstanding Units; (iii) such
time as the ratio of cash received by the Trust with respect to the Royalty
Interests (excluding the effect on cash distributions received by the Trust in
respect of the Royalty Interests of excess capital costs) to administrative
costs of the Trust is less than 1.2 to 1.0 for three (3) consecutive calendar
quarters; and (iv) March 1 of any calendar year if, based on a reserve report as
of December 31 of the prior year, it is determined that, as of such date, the
net present value (discounted at 10 percent) of the estimated future net
revenues (calculated in accordance with criteria established by the SEC) for
proved reserves attributable to the Royalty Interests but using the average
monthly Blanco Hub Spot Price for the past calendar year less certain gathering
costs is equal to or less than $30 million (the date of the first of such
occurrences is referred to herein as the "Termination Date").
Following termination, the Trustee and the Delaware Trustee will continue to
act as trustees of the Trust until all remaining Trust assets have been sold and
the net proceeds from such sales distributed to Unitholders.
Upon the termination of the Trust, the Trustee will use best efforts (as
defined in the Trust Agreement) to sell any remaining Royalty Interests for cash
pursuant to the procedures described in the Trust Agreement. The Trustee will
retain an investment banking firm (the "Advisor") on behalf of the Trust who
will assist the Trustee in selling the remaining Royalty Interests then owned by
the Trust (the "Remaining Royalty Interests"). WPC has the right, but not the
obligation' to make a cash offer to purchase all Remaining Royalty Interests
following termination of the Trust as described in the following paragraph.
WPC may, within 60 days following the Termination Date, make a cash offer to
purchase all of the Remaining Royalty Interests then held by the Trust. In the
event such an offer is made by WPC, the Trustee will decide, based on the
recommendation of the Advisor, to either (i) accept such offer (in which case no
sale to WPC will be made unless a fairness opinion is given by the Advisor that
the purchase price is fair to the Trust and Unitholders) or (ii) defer action on
such offer. If the Trustee defers action on WPC's offer, the offer will be
deemed withdrawn and the Trustee will then use Best Efforts (as defined in the
Trust Agreement), assisted by the Advisor to obtain alternative offers for the
Remaining Royalty Interests. At the end of a 120-day period following the
Termination Date, the Trustee is required to notify WPC of the highest of any
other offers (net of any commissions or other fees payable by the Trust),
acceptable to the Trustee (which must be an all-cash offer), received during
such period (the "Highest Acceptable Offer"). WPC then has the exclusive right
(whether or not it made an initial offer), but not the obligation, to purchase
all Remaining Royalty Interests for a cash purchase price computed as follows:
(i) if the Highest Acceptable Offer is more than 105 percent of WPC's inital
offer (or if WPC did not make an inital offer), the purchase price will be
105 percent of the Highest Acceptable Offer, or (ii) if the Highest Acceptable
Offer is equal to or less than 105 percent of WPC's original offer, the purchase
price will be equal to the Highest Acceptable Offer. If no other acceptable
offers are received for all Remaining Royalty Interests, the Trustee may request
WPC to submit another offer for consideration by the Trustee and may accept or
reject such offer. Acceptance of an offer by the Trustee shall be conditioned
upon the opinion of the Advisor of the fairness of the offer.
If a sale of the Remaining Royalty Interests is made or a definitive contract
for sale of the Remaining Royalty Interests is entered into within a 150-day
period following the Termination Date, the buyer of the Remaining Royalty
Interests, and not the Trust or Unitholders, will be entitled to all proceeds of
production attributable to the Remaining Royalty Interests following the
Termination Date.
In the event that WPC does not purchase the Remaining Royalty Interests, the
Trustee may accept any offer for all or any part (not more than six parts) of
the Remaining Royalty Interests as it deems to be in the best interests of the
Trust and Unitholders and may continue, for up to one calendar year after the
Termination Date, to attempt to locate a buyer or buyers of the Remaining
Royalty Interests in order to sell such interests in an orderly fashion not
involving a public auction. If any Remaining Royalty Interests have not been
sold or a definitive agreement for sale has not been entered into by the end of
such calendar year, the Trustee is required to sell the Remaining Royalty
Interests at public auction to the highest cash bidder, which sale may be to WPC
or any of its affiliates. Notice of such sale by auction shall be mailed at
least 30 days prior to such sale to each Unitholder at his address as it appears
on the ownership ledger of the Trustee.
WPC's purchase rights, as described, may be exercised by WPC and each of its
successors-in-interest and assigns. WPC's purchase rights are fully assignable
by WPC to any person. The costs of liquidation, including the fees and expenses
of the Advisor, and the Trustee's liquidation fee will be paid by the Trust.
The sale of the Remaining Royalty Interests and the termination of the Trust
will be taxable events to the Unitholders. Generally, a Unitholder will realize
gain or loss equal to the difference between the amount realized on the sale and
termination of the Trust and his adjusted basis in such Units. Gain or loss
realized by a Unitholder who is not a dealer with respect to such Units and who
has a holding period for the Units of more than one year will be treated as
long-term capital gain or loss except to the extent of any depletion recapture
amount, which must be treated as ordinary income. Each Unitholder should consult
his own tax advisor regarding Trust tax compliance matters, including Federal
and state tax implications concerning the sale of the Remaining Royalty
Interests and the termination of the Trust.
Off-Balance Sheet Arrangements
As stipulated in the Trust Agreement, the Trust is intended to be passive
in nature and neither the Delaware Trustee nor the Trustee has any control over
or any responsibility relating to the operation of the Underlying Properties.
The Trustee has powers to collect and distribute proceeds received by the Trust
and pay Trust liabilities and expenses, and its actions have been limited to
those activities. Therefore, the Trust has not engaged in any off-balance sheet
arrangements.
Tabular Disclosure of Contractual Obligations
As shown below, the Trust had no obligations and commitments to make future
contractual payments as of December 31, 2008.
Payments Due by Period
Less than
Total 1 Year 1 - 3 Years 3-5 Years More than 5 Years
Contractual Obligations $ -0- $ -0- $ -0- $ -0- $ -0-
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Forward-Looking Statements
This Annual Report includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, which are intended to be covered by the safe
harbor created thereby. All statements other than statements of historical fact
included in this Annual Report are forward-looking statements. Such statements
include, without limitation, factors affecting the price of oil and natural gas
contained in Item 1, "Business"; certain reserve information and other
statements contained in Item 2, "Properties"; and certain statements regarding
the Trust's financial position, industry conditions and other matters contained
in this Item 7. Although the Trustee believes that the expectations reflected in
such forward-looking statements are reasonable, such expectations are subject to
numerous risks and uncertainties and the Trustee can give no assurance that they
will prove correct. There are many factors, none of which is within the
Trustee's control, that may cause such expectations not to be realized,
including, among other things, factors
identified in this Annual Report affecting oil and gas prices and the
recoverability of reserves, general economic conditions, actions and policies of
petroleum-producing nations and other changes in the domestic and international
energy markets and the factors identified in Item 1A, "Risk Factors".
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
The only assets of and sources of income to the Trust are the Royalty
Interests, which generally entitle the Trust to receive a share of the net
profits from natural gas production from the Underlying Properties.
Consequently, the Trust's financial results can be significantly affected by
fluctuations in natural gas prices and the Trust has commodity price risk
exposure associated with the natural gas markets in the United States. The Trust
does not engage in any hedging activities to manage its price risk associated
with natural gas production from the Underlying Properties. The Royalty
Interests do not entitle the Trust to control or influence the operation of the
Underlying Properties or the sale of gas produced therefrom. Natural gas
produced from the WI Properties, which comprises the majority of production
attributable to the Royalty Interests, is currently sold by WPC pursuant to the
terms of the Gas Purchase Contract. Although the Trust is not a party to the Gas
Purchase Contract, the Gas Purchase Contract may significantly impact revenues
to the Trust. Although the Gas Purchase Contract mitigates the risk to the Trust
of low gas prices, it also limits the ability of the Trust to benefit from the
effects of higher gas prices, particularly to the extent a balance exists in the
Price Credit Account. See "Item 2 - Properties - The Royalty Interests - Gas
Purchase Contract" for detailed information about the Gas Purchase Contract and
its impact on the Trust and Unitholders.
Upon receipt by the Trust, royalty income is invested in short-term
investments in accordance with the Trust Agreement until its subsequent
distribution to Unitholders. Currently, funds are invested in Bank of America
money market accounts which are backed by the good faith of Bank of America,
N.A., but are not insured by the FDIC. The Trust does not lend money and has
limited ability to borrow money, which the Trustee believes limits the Trust's
risk from the current tightening of credit markets. The Trust's future royalty
income, however, may be subject to risks relating to the credit worthiness of
the operators of the Underlying Properties and WPX Gas Resources and other
purchasers of the natural gas produced from the Underlying Properties, as well
as risks associated with fluctuations in the price of natural gas. See "Item 1A
- Risk Factors - Funds held by the Trustee are not insured by the Federal
Deposit Insurance Corporation, and future royalty income may be subject to risks
relating to the creditworthiness of third parties."
The market prices of the Units are determined by the buyers and sellers on
the New York Stock Exchange. The Trust does not make market on any Units and is
not in any position to advise any Unitholder on any market position. Unitholders
. . .
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