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Page(s)
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Report of Independent Registered Public Accounting Firm
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1
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Financial Statements
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Statements of Net Assets Available for Benefits as of December 31, 2011 and 2010
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2
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Statements of Changes in Net Assets Available for Benefits for the
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Years Ended December 31, 2011 and 2010
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3
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Notes to Financial Statements
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4
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Supplemental Schedule*
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Schedule H, Line 4i - Schedule of Assets (Held at End of Year) at
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December 31, 2011
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12
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Signature
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13
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Exhibit Index
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14
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Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm
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2011
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2010
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||||||
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ASSETS
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|||||||
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Investments, at fair value:
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|||||||
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Common stock of Unit Corporation
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$
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25,275,890
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$
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26,042,086
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|||
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Mutual funds
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31,751,513
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31,538,196
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|||||
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Guaranteed investment contract
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14,862,668
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9,910,560
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|||||
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Total investments at fair value
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71,890,071
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67,490,842
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|||||
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Receivables:
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|||||||
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Employer contributions
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4,347,065
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3,643,774
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|||||
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Employee contributions
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198,845
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153,620
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|||||
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Notes receivable from participants
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1,871
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6,538
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|||||
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Total receivables
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4,547,781
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3,803,932
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|||||
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Net assets available for benefits, at fair value
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76,437,852
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71,294,774
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|||||
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Adjustment from fair value to contract value for
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|||||||
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fully benefit-responsive investment contract
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(511,114
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)
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521,609
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||||
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Net assets available for benefits
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$
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75,926,738
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$
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71,816,383
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|||
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2011
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2010
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||||||
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Investment income
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|||||||
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Interest and dividend income
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$
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509,826
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$
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363,271
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|||
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Net appreciation in fair value
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|||||||
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of investments
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1,146,568
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6,257,223
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|||||
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Other income (loss)
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—
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(2,494
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)
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||||
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Total investment income
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1,656,394
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6,618,000
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|||||
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Contributions
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|||||||
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Employer
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4,348,100
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3,643,774
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|||||
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Employee
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5,109,601
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4,365,632
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|||||
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Rollovers
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184,019
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177,014
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|||||
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Total contributions
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9,641,720
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8,186,420
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|||||
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Deductions
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|||||||
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Distributions
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(7,182,618
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)
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(7,105,865
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)
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Administrative expenses
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(5,141
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)
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(4,839
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)
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Total deductions
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(7,187,759
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)
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(7,110,704
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)
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Net increase in assets available for benefits
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4,110,355
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7,693,716
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|||||
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Net assets available for benefits
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|||||||
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Beginning of the year
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71,816,383
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64,122,667
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|||||
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End of the year
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$
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75,926,738
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$
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71,816,383
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1.
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Description of Plan
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The following description of the Unit Corporation Employees' Thrift Plan (the "Plan") provides only general information. Participants should refer to the Plan for a more complete description of the Plan's provisions.
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General and Eligibility
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The Plan is a defined contribution plan covering all eligible employees of Unit Corporation and its subsidiaries (the “Company”), the Plan sponsor. Principal Trust Company, an affiliate of Principal Financial Group (collectively “Principal”), serves as trustee and the record keeper for the Plan under a trust agreement dated January 1, 2006. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
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The Plan allows participation on the first day of any month immediately upon the attainment of age 18 and completion of three months of service.
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Contributions
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The Plan allows participants to contribute up to 99% of their total monthly compensation (including overtime pay, bonuses and other extraordinary compensation), subject to certain limitations ($16,500 in both 2011 and 2010). Participants who are age 50 and above may also elect to make “catch-up” contributions, limited to $5,500 for both 2011 and 2010. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans (“Rollovers”).
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The Company may contribute to the Plan a specified percentage of participant contributions as determined by the Board of Directors. The Company's contribution may be in the form of cash or shares of the Company's common stock. For each of 2011 and 2010, the Company's contribution equaled 117% of 6% of a participant’s compensation. The Company’s matching contributions of $4,348,100 and $3,643,774 for 2011 and 2010, respectively, were made in shares of the Company's common stock. The Company may also contribute an additional amount from its net profits and accumulated net profits as determined from time to time by the Board of Directors. There were no such contributions in 2011 or 2010. The allocation of this contribution is also at the discretion of the Board of Directors.
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Participants’ Accounts
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Each participant's account is credited with the participant's contributions and an allocation of the Company's contributions, if any, and investment income (loss).
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Vesting
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Participants are immediately vested in all contributions including employer contributions, plus actual earnings on those contributions.
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Payment of Benefits
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The normal retirement age under the terms of the Plan is age 62. Participants may generally elect the form of payment from several options, including a lump sum payment, installment payments over a specified number of years not to exceed the participant's remaining life expectancy, or by transferring to another individual retirement plan, account or contract which is an eligible retirement plan under Section 402(c)(1)(B) of the Internal Revenue Code.
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The participant's account balance is retained in the Plan until the participant requests a payment due to termination, death, disability or retirement. At the Plan administrative committee's discretion and with the terminated participant's consent, payment of such vested benefits may be made at an earlier date.
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Withdrawals
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Participants may withdraw their salary reduction contributions only on termination of employment, attainment of age 59-1/2 or normal retirement age, or a limited hardship ruling which has been authorized by the Plan administrative committee. The vested portion of Company contributions may be withdrawn only on termination of employment or attainment of age 59-1/2.
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Participant Loans
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Except for loans outstanding in plans that are merged into the Plan, the Plan does not provide for loans to participants. Interest rates on loans outstanding at December 31, 2011 are 10.25% with loans maturing in June of 2012.
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Investment Options
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During 2011 and 2010, the Plan allowed participant contributions to be invested (at the election of the participants) into one or more of a number of available investment options.
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The Unit Corporation common stock fund, consisting solely of Unit Corporation common stock, includes elective contributions from the participants as well as matching Company contributions made in Company common stock. All Company matching contributions made in shares of Company common stock are initially directed into the Unit Corporation Common Stock Fund. Once the common stock has been allocated to a participant’s account, the participant may sell the common stock and allocate the proceeds to other investment options.
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2.
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Summary of Significant Accounting Policies
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Basis of Presentation
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The accompanying financial statements of the Plan are presented on the accrual method of accounting.
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Payment of Benefits
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Distributions are recorded when paid to participants.
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New Accounting Pronouncements
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In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2010-06 – Fair Value Measurements and Disclosures (ASC 820): Improving Disclosures about Fair Value Measurements, which provides additional guidance to improve disclosures regarding fair value measurements. The ASU amends ASC 820-10, Fair Value Measurements and Disclosures--Overall (formerly FAS 157, Fair Value Measurements) to add two new disclosures: (1) transfers in and out of Level 1 and 2 measurements and the reasons for the transfers, and (2) a gross presentation of activity within the Level 3 roll forward. The ASU also includes clarifications to existing disclosure requirements on the level of disaggregation and disclosures regarding inputs and valuation techniques. The ASU applies to all entities required to make disclosures about recurring and nonrecurring fair value measurements. The effective date of the ASU was the first interim or annual reporting period beginning after December 15, 2009 and was adopted January 1, 2010, except for the gross presentation of the Level 3 roll forward information, which was adopted January 1, 2011. Because it only includes enhanced disclosures, this statement did not have a significant impact on the Plan.
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In September 2010, the FASB issued ASU 2010-25, Reporting Loans to Participants by Defined Contribution Pension Plans (ASC 962). This ASU requires participant loans to be classified as notes receivable from participants, which are segregated from plan investments and measured at their unpaid principal balance plus any accrued but unpaid interest. The guidance is effective for fiscal years ending after December 15, 2010 with early adoption permitted. The guidance was required to be applied retrospectively to all periods presented. The Plan adopted this guidance as of December 31, 2010.
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In May 2011, the FASB issued ASU 2011-04 Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. ASU 2011-4 is intended to improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS. The amendments are of two types: (i) those that clarify the Board’s intent about the application of existing fair value measurement and disclosure requirements and (ii) those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The update is effective for annual periods beginning after December 15, 2011. We will have additional disclosures around our Level 3 assets that are reported at fair value. The guidance will not have a significant impact on the Plan.
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Investment Valuation and Income Recognition
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Investments in Unit Corporation common stock are stated at current market value as established by quoted market prices on the New York Stock Exchange. Registered open-ended mutual funds held by the Plan at year end are valued at quoted net asset value.
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Effective January 1, 2006, the Plan entered into a benefit-responsive investment contract with Principal. Principal maintains the contributions in a general account. The account is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at the contract value. However, the Company will be assessed a penalty of 5% of the contract value if it were to discontinue the investment contract without a 12-month notification to Principal. At December 31, 2011, the Company did not intend to discontinue the investment contract with Principal. Under the FSP AAG INV-1 and ASC 962-325, Reporting of Fully Benefit-Responsive Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans, this investment is presented at fair value in the table of investments held by the Plan representing 5% or more of the Plan's net assets (Note 4) and at fair value with an adjustment to contract value in the Statement of Net Assets Available for Benefits. Contract value is equal to the principal balance plus accrued interest. Fair value is the present value of the expected principal balance and interest cash flows over the remaining term of the investment contract through December 31, 2018, discounted at the risk free rate of return for this period. There are no reserves against the contract value for credit risk of the contract issuer or otherwise. The crediting interest rates are reset every January 1 and July 1 as determined by Principal, and were 2.75% and 2.70% for interest rate periods January 1, 2011 through June 30, 2011 and July 1, 2011 through December 31, 2011, respectively, compared to an interest rate of 3.10% and 2.90% for interest rate periods January 1, 2010 through June 30, 2010 and July 1, 2010 through December 31, 2010, respectively. The average yield for 2011 was 2.60% compared to 2.91% in 2010.
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The Plan presents in the Statements of Changes in Net Assets Available for Benefits, the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments.
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Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date.
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Administrative Expenses
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The Company bears the majority of costs of administering the Plan and those expenses are not reflected in the accompanying financial statements.
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Use of Estimates
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The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan administrator to make significant estimates and assumptions that affect the reported amounts of net assets available for benefits and, when applicable, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates.
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3.
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Plan Termination
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Although it has expressed no intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participant account balances will be distributed to participants in accordance with the terms of the Plan.
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4.
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Investments
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All investments are held by the Plan trustee on behalf of the Plan under a trust agreement. Investments representing 5% or more of the Plan’s net assets are as follows:
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Fair
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|||||||
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Shares (#)
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Value
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||||||
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December 31, 2011
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|||||||
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Mutual funds
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|||||||
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Neuberger & Berman Genesis Trust Fund
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108,093
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$ |
5,210,106
|
||||
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PIMCO Total Return Fund
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565,759
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6,149,803
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|||||
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Guaranteed investment contract - Principal
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|||||||
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Fixed Income 401(A)/(K)
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905,758
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14,862,668
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*
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||||
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Common stock of Unit Corporation
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544,739
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25,275,890
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|||||
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* Contract value is $14,351,554
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|||||||
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December 31, 2010
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|||||||
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Mutual funds
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|||||||
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Principal Global Investors Lifetime 2030 Sel Fund
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374,948
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$
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4,338,149
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||||
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Neuberger & Berman Genesis Trust Fund
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102,250
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4,871,170
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|||||
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PIMCO Total Return Fund
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452,804
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4,912,921
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|||||
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Guaranteed investment contract - Principal
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|||||||
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Fixed Income 401(A)/(K)
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676,337
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9,910,560
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**
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||||
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Common stock of Unit Corporation
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560,286
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26,042,086
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|||||
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** Contract value is $10,432,169
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During 2011 and 2010, the Plan’s investments (including gains or losses on investments purchased and sold as well as held during the year) appreciated in value as follows:
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2011
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2010
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||||||
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Mutual funds
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$
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(835,564
|
)
|
$
|
3,914,003
|
||
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Guaranteed investment contract
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354,455
|
288,196
|
|||||
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Common stock of Unit Corporation
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1,627,677
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2,055,024
|
|||||
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Net appreciation in fair value of
|
|||||||
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investments
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$
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1,146,568
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$
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6,257,223
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|||
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5.
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Income Tax Status
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A favorable determination affirming the continuation of qualification of the Plan under Section 401 of the Internal Revenue Code and the tax exempt status of the Trust under Section 501 from the Internal Revenue Service was received on March 29, 2010. In 2011 and 2010, the plan was amended; however, the changes were not significant and do not impact the compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
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U.S. GAAP requires plan management to evaluate tax positions taken by the plan and recognize a tax liability (or asset) if the plan has taken an uncertain position that more likely than not would not be sustained upon examination by the DOL. The plan administrator has analyzed the tax positions by the plan, and has concluded that as of December 31, 2011, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The plan administrator believes it is no longer subject to income tax examinations for years prior to 2007.
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6.
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Risks and Uncertainties
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The Plan provides for various investment options in any combination of stock, mutual funds and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will continue to occur and that such changes could materially affect participants' account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statements of Changes in Net Assets Available for Benefits.
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7.
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Related Party Transactions
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Certain Plan investments are mutual funds and the investment contract managed by Principal. Principal is the custodian as defined by the Plan, and therefore, these transactions qualify as party-in-interest transactions. Participant loans are also considered party-in-interest transactions. There were no fees paid by the Plan for the investment management services for the years ended December 31, 2011 and 2010.
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Additionally, certain Plan investments are shares of Unit Corporation common stock. These transactions represent investments in the Company and, therefore, qualify as party-in-interest transactions. The fair value of this investment totaled $25,275,890 and $26,042,086 at December 31, 2011 and 2010, respectively. Purchases and sales of Company common stock totaled $13,487,698 and $15,881,569 in 2011, respectively, and totaled $9,121,811 and $8,075,919 in 2010, respectively.
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8.
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Fair Value Measurements
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ASC 820 establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (level 3). The three levels of the fair value hierarchy under ASC 820 are described below:
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Level 1
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Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
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Level 2
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Inputs to the valuation methodology include:
|
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·
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Quoted prices for similar assets or liabilities in active markets;
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·
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Quoted prices for identical or similar assets or liabilities in inactive markets;
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·
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Inputs other than quoted prices that are observable for the asset or liability;
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·
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Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
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Level 3
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Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
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The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2011:
|
|
Level 1
|
Level 3
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Total
|
|||||||||
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Mutual funds:
|
|||||||||||
|
Small/mid U.S. equity
|
$
|
9,840,547
|
$
|
—
|
$
|
9,840,547
|
|||||
|
Large U.S. equity
|
5,750,312
|
—
|
5,750,312
|
||||||||
|
International equity
|
1,638,735
|
—
|
1,638,735
|
||||||||
|
Balanced
|
7,353,786
|
—
|
7,353,786
|
||||||||
|
Fixed income
|
7,168,133
|
—
|
7,168,133
|
||||||||
|
Total mutual funds
|
31,751,513
|
—
|
31,751,513
|
||||||||
|
Common stock of Unit Corporation
|
25,275,890
|
—
|
25,275,890
|
||||||||
|
Guaranteed investment contract
|
—
|
14,862,668
|
14,862,668
|
||||||||
|
$
|
57,027,403
|
$
|
14,862,668
|
$
|
71,890,071
|
|
The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2010:
|
|
Level 1
|
Level 3
|
Total
|
|||||||||
|
Mutual funds:
|
|||||||||||
|
Small/mid U.S. equity
|
$
|
10,610,198
|
$
|
—
|
$
|
10,610,198
|
|||||
|
Large U.S. equity
|
6,415,575
|
—
|
6,415,575
|
||||||||
|
International equity
|
1,946,631
|
—
|
1,946,631
|
||||||||
|
Balanced
|
6,703,411
|
—
|
6,703,411
|
||||||||
|
Fixed income
|
5,862,381
|
—
|
5,862,381
|
||||||||
|
Total mutual funds
|
31,538,196
|
—
|
31,538,196
|
||||||||
|
Common stock of Unit Corporation
|
26,042,086
|
—
|
26,042,086
|
||||||||
|
Guaranteed investment contract
|
—
|
9,910,560
|
9,910,560
|
||||||||
|
$
|
57,580,282
|
$
|
9,910,560
|
$
|
67,490,842
|
|
The following table sets forth a summary of changes in the fair value of the Plan’s level 3 assets for the investment contract at year ended December 31, 2011 and 2010:
|
|
Level 3 Assets
|
|||||||||||
|
Guaranteed Investment Contract
Year Ended December 31,
|
|||||||||||
|
2011
|
2010
|
||||||||||
|
Balance, beginning of year
|
$
|
9,910,560
|
$
|
9,238,101
|
|||||||
|
Realized gains (losses)
|
—
|
—
|
|||||||||
|
Unrealized gains (losses) related to
|
|||||||||||
|
instruments still held at the
|
|||||||||||
|
reporting date (1)
|
1,032,723
|
(35,394
|
)
|
||||||||
|
Interest
|
354,455
|
288,194
|
|||||||||
|
Purchases
|
12,291,099
|
5,596,923
|
|||||||||
|
Settlements
|
(8,726,169
|
)
|
(5,177,264
|
)
|
|||||||
|
Balance, end of year
|
$
|
14,862,668
|
$
|
9,910,560
|
|||||||
|
(1) Unrealized gains (losses) are reported in the Statements of Net Assets Available for Benefits in Adjustment from fair value to contract value for fully benefit-responsive investment contract.
|
|||||||||||
|
The valuation methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
|
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
||||||
|
Identity of Issue, Borrower, Lessor,
|
Description of
|
Current
|
||||||||
|
or Similar Party
|
Investment
|
Cost
|
Value
|
|||||||
|
American Funds Service Company
|
AM FDS EuroPacific Grth R3 Fd
|
$
|
—
|
$
|
46,779
|
|||||
|
American Funds Service Company
|
AM FDS New Persp R3 Fund
|
—
|
37,524
|
|||||||
|
Columbia Funds
|
Columbia Dividend Opp Z Fund
|
—
|
791,117
|
|||||||
|
Dodge and Cox Funds
|
Dodge & Cox Intl Stock Fund
|
—
|
1,519,054
|
|||||||
|
Dreyfus Service Corporation
|
Dreyfus Bond Mrkt Inv Fd
|
—
|
1,018,330
|
|||||||
|
Janus International Holding, LLC
|
Janus Enterprise S Fund
|
—
|
390,050
|
|||||||
|
Janus International Holding, LLC
|
Janus Overseas T Fund
|
—
|
35,378
|
|||||||
|
Neuberger Berman Management
|
Neub Berm Partners Tr Fund
|
—
|
1,348,863
|
|||||||
|
Neuberger Berman Management
|
Neub Berman Genesis Tr Fund
|
—
|
5,210,106
|
|||||||
|
*
|
Principal Funds Inc
|
Prin MidCap Value I R5 Fund
|
—
|
818,609
|
||||||
|
Janus International Holding, LLC
|
Perkins Small Cap Value T Fund
|
—
|
458,359
|
|||||||
|
PIMCO Funds
|
PIMCO Total Return Adm Fund
|
—
|
6,149,803
|
|||||||
|
*
|
Principal Funds Inc
|
Prin LargeCap Growth I R5 Fund
|
—
|
3,350,280
|
||||||
|
*
|
Principal Funds Inc
|
Prin LgCp S&P 500 Idx Inst Fd
|
—
|
260,052
|
||||||
|
*
|
Principal Funds Inc
|
Prin MidCp S&P 400 Idx Inst Fd
|
—
|
800,050
|
||||||
|
*
|
Principal Funds Inc
|
Prin SmCap S&P 600 Idx Inst Fd
|
—
|
1,216,081
|
||||||
|
Jennison Dryden
|
Prudential Jenn Sm Co A Fund
|
—
|
947,292
|
|||||||
|
Vanguard Group
|
Vanguard TGT RMT INC INV Fund
|
—
|
373,390
|
|||||||
|
Vanguard Group
|
Vanguard TGT RMT 2005 INV Fund
|
—
|
120,175
|
|||||||
|
Vanguard Group
|
Vanguard TGT RMT 2010 INV Fund
|
—
|
1,113,209
|
|||||||
|
Vanguard Group
|
Vanguard TGT RMT 2015 INV Fund
|
—
|
1,983,886
|
|||||||
|
Vanguard Group
|
Vanguard TGT RMT 2020 INV Fund
|
—
|
1,256,381
|
|||||||
|
Vanguard Group
|
Vanguard TGT RMT 2025 INV Fund
|
—
|
463,729
|
|||||||
|
Vanguard Group
|
Vanguard TGT RMT 2030 INV Fund
|
—
|
504,962
|
|||||||
|
Vanguard Group
|
Vanguard TGT RMT 2035 INV Fund
|
—
|
334,436
|
|||||||
|
Vanguard Group
|
Vanguard TGT RMT 2040 INV Fund
|
—
|
536,972
|
|||||||
|
Vanguard Group
|
Vanguard TGT RMT 2045 INV Fund
|
—
|
519,462
|
|||||||
|
Vanguard Group
|
Vanguard TGT RMT 2050 INV Fund
|
—
|
117,160
|
|||||||
|
Vanguard Group
|
Vanguard TGT RMT 2055 INV Fund
|
—
|
30,024
|
|||||||
|
*
|
Principal Life Insurance Company
|
Principal Fixed Income 401(a)/(k)
|
—
|
14,351,554
|
||||||
|
Guaranteed Investment Contract
|
||||||||||
|
*
|
Unit Corporation
|
Common Stock, $0.20 par value
|
—
|
25,275,890
|
||||||
|
*
|
Participant loans
|
Interest rate of 10.25% with the final
|
—
|
1,871
|
||||||
|
loan maturing in June 2012
|
||||||||||
|
Total
|
$
|
71,380,828
|
|
* Represents investments which qualify as party-in-interest as described in Note 7.
|
|
Column (d) cost information is not applicable for participant-directed investments.
|
|
23.1
|
Consent of Independent Registered Public Accounting Firm
|