Page(s)
|
|
Report
of Independent Registered Public Accounting Firm
|
1
|
Financial
Statements
|
|
Statements
of Net Assets Available for Benefits as of December 31, 2008 and
2007
|
2
|
Statements
of Changes in Net Assets Available for Benefits for the
|
|
Years
Ended December 31, 2008 and 2007
|
3
|
Notes
to Financial Statements
|
4
|
Supplemental
Schedules*
|
|
Schedule
H, Line 4a – Schedule of Delinquent Participant Contributions for
the
|
|
Year
Ended December 31, 2008
|
11
|
Schedule
H, Line 4i - Schedule of Assets (Held at End of Year) at
|
|
December
31, 2008
|
12
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Signature
|
13
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Exhibit
Index
|
14 |
Exhibit
23.1 - Consent of Independent Registered Public Accounting
Firm
|
|
2008
|
2007
|
||||||
ASSETS
|
|||||||
Investments,
at fair value
|
|||||||
Common
stock of Unit Corporation
|
$
|
13,563,695
|
$
|
19,524,587
|
|||
Mutual
funds
|
22,352,592
|
30,812,626
|
|||||
Guaranteed
investment contract
|
7,797,567
|
5,421,852
|
|||||
Participant
loans
|
208,427
|
2,860
|
|||||
Total
investments at fair value
|
43,922,281
|
55,761,925
|
|||||
Receivables
|
|||||||
Employer
contributions
|
5,092,712
|
4,418,305
|
|||||
Employee
contributions
|
165,348
|
147,594
|
|
||||
Transfer in related to merger (Note 1) | — | 2,091,557 | |||||
Total
receivables
|
5,258,060
|
6,657,456
|
|||||
Net
assets available for benefits, at fair value
|
49,180,341
|
62,419,381
|
|||||
Adjustment
from fair value to contract value for
|
|||||||
fully
benefit-responsive investment contract
|
410,398
|
285,360
|
|||||
Net
assets available for benefits
|
$
|
49,590,739
|
$
|
62,704,741
|
2008
|
2007
|
||||||
Investment
income (loss)
|
|||||||
Interest
and dividend income
|
$
|
1,142,826
|
$
|
2,052,169
|
|||
Net
appreciation (depreciation) in fair value
|
|||||||
of investments
|
(20,436,096
|
)
|
367,257
|
||||
Total
investment income (loss)
|
(19,293,270
|
)
|
2,419,426
|
||||
Contributions
|
|||||||
Employer
|
5,092,712
|
4,418,305
|
|||||
Employee
|
6,135,034
|
5,484,421
|
|||||
Rollovers
|
223,786
|
213,057
|
|||||
Total
contributions
|
11,451,532
|
10,115,783
|
|||||
Transfer
in related to merger (Note 1)
|
—
|
2,091,557
|
|||||
Deductions
|
|||||||
Distributions
|
(5,270,125
|
)
|
(3,938,821
|
)
|
|||
Administrative
expenses
|
(2,139
|
)
|
(127
|
)
|
|||
Total
deductions
|
(5,272,264
|
)
|
(3,938,948
|
)
|
|||
Net
increase (decrease) in assets available for benefits
|
(13,114,002
|
)
|
10,687,818
|
||||
Net
assets available for benefits
|
|||||||
Beginning
of the year
|
62,704,741
|
52,016,923
|
|||||
End
of the year
|
$
|
49,590,739
|
$
|
62,704,741
|
1.
|
Description
of Plan
|
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.
|
General
and Eligibility
|
|
The
Plan is a defined contribution plan covering all eligible employees of
Unit Corporation (the “Company”), the Plan sponsor. Principal
Trust Company, an affiliate of Principal Financial Group (collectively
“Principal”), serves as trustee 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”).
|
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.
|
Contributions
|
|
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 ($15,500 in 2008 and
2007). Participants who are age 50 and above may also elect to
make “catch-up” contributions, limited to $5,000 for 2008 and
2007. Participants may also contribute amounts representing
distributions from other qualified defined benefit or defined contribution
plans (“Rollovers”).
|
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 2008 and 2007, the Company's contribution
equaled 117% of 6% of a participant’s compensation. The Company’s
matching contributions for 2008 and 2007 were made in shares of the
Company's common stock valued at $5,092,712 and $4,418,305, respectively.
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 2008 or
2007. The allocation of this contribution is also at the
discretion of the Board of
Directors.
|
Transfers
In
|
|
During
June 2007, Leonard Hudson Drilling Co., Inc. (LHD) was acquired by Unit
Drilling Company, a subsidiary of Unit Corporation. Beginning
in June of 2007, LHD participants were eligible to participate in the Plan
while loan balances and plan assets remained in the LHD plan through
December 31, 2007. Effective December 31, 2007, the LHD
Employee Savings Trust Plan was merged into the Plan resulting in
$1,774,738 in non-loan assets and $316,819 in loans being received by the
Plan during January 2008. These amounts were recorded as a
receivable by the Plan of $2,091,557 at December 31, 2007 based on the
effective date of the merger. As of December 31, 2007, $57,681
of the loans were in default status compared to $45,169 in default status
at December 31, 2008. The amounts are included in participant loans as
they have not been cancelled or deemed as distributions. The
amounts are included in participant loans for both financial statement and
Form 5500 purposes.
|
Participants’
Accounts
|
|
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).
|
Vesting
|
Participants
are immediately vested in all contributions including employer
contributions, plus actual earnings on those
contributions.
|
Payment
of Benefits
|
|
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.
|
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.
|
Withdrawals
|
|
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.
|
Participant
Loans
|
|
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, 2008 ranged from 6.00% to 10.25% with loans
maturing at various dates through June of
2012.
|
Investment
Options
|
During
2008 and 2007, 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.
|
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.
|
2.
|
Summary
of Significant Accounting Policies
|
Basis
of Presentation
|
|
The
accompanying financial statements of the Plan are presented on the accrual
method of accounting.
|
Payment
of Benefits
|
|
Distributions
are recorded when paid to
participants.
|
New
Accounting Pronouncements
|
In
September 2006, the Financial Accounting Standards Board (the “FASB”)
issued Financial Accounting Standard No. 157, “Fair Value Measurements”
(FAS No. 157). FAS No. 157 establishes a common definition for fair value
to be applied to US GAAP guidance requiring use of fair value, establishes
a framework for measuring fair value, and expands the disclosure about
such fair value measurements. As of January 1, 2008, the Plan applied
the provisions of FAS No. 157 for its financial assets and liabilities
measured on a recurring basis. For additional disclosures required by FAS
No. 157, see Note 9.
|
Investment
Valuation and Income Recognition
|
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 are valued at the
net asset value of shares held by the Plan at
year end. Participant loans are valued at outstanding
principal balances, plus accrued interest, which approximates fair
value.
|
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. Under the FSP AAG INV-1 and SOP 94-4-1, 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 amount plan sponsors would
receive currently if they were to withdraw or transfer funds within the
Plan prior to their maturity. This fair value represents contract value
times 95% (one minus a 5% withdrawal charge). 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 3.15% and 3.50% for
interest rate periods January 1, 2008 through June 30, 2008 and July 1,
2008 through December 31, 2008, respectively, compared to an interest rate
of 3.25% and 3.10% for interest rate periods January 1, 2007 through June
30, 2007 and July 1, 2007 through December 31, 2007,
respectively. The average yield for 2008 was 3.26% compared to
3.23% in 2007.
|
The
Plan presents in the statements of changes in net assets, 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.
|
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.
|
Administrative
Expenses
|
|
The
Company bears the majority of costs of administering the Plan and those
expenses are not reflected in the accompanying financial
statements.
|
Use
of Estimates
|
|
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.
|
3.
|
Plan
Termination
|
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.
|
4.
|
Investments
|
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:
|
Fair
|
|||||||
Shares
(#)
|
Value
|
||||||
December
31, 2008
|
|||||||
Mutual
funds
|
|||||||
Principal
Global Investors Lifetime 2030 Sel Fund
|
404,435
|
$
|
3,284,016
|
||||
Columbus
Circle Investors Large Cap Sel Fund
|
471,531
|
2,598,159
|
|||||
Neuberger
& Berman Genesis Trust Fund
|
115,870
|
3,602,409
|
|||||
PIMCO
Total Return Fund
|
340,047
|
3,448,073
|
|||||
Guaranteed
investment contract - Principal
|
|||||||
Fixed
Income 401(A)/(K)
|
566,313
|
7,797,567
|
*
|
||||
Common
stock of Unit Corporation
|
507,623
|
13,563,695
|
|||||
*
Contract value is $8,207,965
|
|||||||
December
31, 2007
|
|||||||
Mutual
funds
|
|||||||
Principal
Global Investors Lifetime 2030 Sel Fund
|
412,566
|
$
|
5,763,550
|
||||
Columbus
Circle Investors LargeCap Sel Fund
|
429,070
|
4,204,890
|
|||||
Neuberger
& Berman Genesis Trust Fund
|
108,501
|
5,346,940
|
|||||
Guaranteed
investment contract - Principal
|
|||||||
Fixed
Income 401(A)/(K)
|
406,868
|
5,421,852
|
**
|
||||
Common
stock of Unit Corporation
|
422,153
|
19,524,587
|
|||||
**
Contract value is $5,707,212
|
|||||||
During
2008 and 2007, the Plan’s investments (including gains or losses on
investments purchased and sold as well as held during the year)
appreciated (depreciated) in value as
follows:
|
2008
|
2007
|
||||||
Mutual
funds
|
$
|
(13,038,531
|
)
|
$
|
648,210
|
||
Investment
contract
|
254,193
|
174,994
|
|||||
Common
stock
|
(7,651,758
|
)
|
(455,947
|
)
|
|||
Net
appreciation (depreciation) in fair value of
|
|||||||
investments
|
$
|
(20,436,096
|
)
|
$
|
367,257
|
5.
|
Income
Tax Status
|
A
favorable determination of the qualification of the Plan under Section 401
of the Internal Revenue Code and the tax exempt status of the Trust under
Section 501 was received from the Internal Revenue Service in August
2001. There have been amendments since the August 2001 determination
letter. However, the Plan administrator believes that the Plan
is currently designed and operated in 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.
|
6.
|
Risks
and Uncertainties
|
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 in the near term
and that such changes could materially affect participants' account
balances and the amounts reported in the Statement of Net Assets Available
for Benefits and the Statement of Changes in Net Assets Available for
Benefits.
|
7.
|
Related
Party Transactions
|
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, 2008 and 2007.
|
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 $13,563,695 and $19,524,587 at
December 31, 2008 and 2007, respectively. Purchases and
sales of Company common stock totaled $20,700,839 and $18,361,350 in 2008,
respectively, and totaled $9,964,063 and $8,419,324 in 2007,
respectively.
|
8.
|
Reconciliation
of Financial Statements to Form
5500
|
The
following is a reconciliation of total investment income (loss) per the
financial statements to the Form 5500 at December 31,
2007:
|
2007
|
||||
Total
investment income (loss) per the financial statements
|
$
|
2,419,426
|
||
Add: prior
year adjustment from fair value to contract value
|
||||
for
fully benefit-responsive investment contract
|
246,295
|
|||
Total
investment income (loss) per the Form 5500
|
$
|
2,665,721
|
At
December 31, 2008 and 2007, the investment contract is presented at
contract value in both the financial statements and the Form
5500.
|
9.
|
Fair
Value Measurements
|
FAS
No. 157 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 FAS No. 157 are described
below:
|
Level 1 |
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.
|
|
Level 2 |
Inputs
to the valuation methodology
include:
|
● |
Quoted
prices for similar assets or liabilities in active
markets;
|
||
● |
Quoted
prices for identical or similar assets or liabilities in inactive
markets;
|
||
● |
Inputs
other than quoted prices that are observable for the asset or
liability;
|
||
● |
Inputs
that are derived principally from or corroborated by observable market
data by correlation or other
means.
|
Level 3 |
Inputs
to the valuation methodology are unobservable and significant to the fair
value measurement.
|
The
following table sets forth by level, within the fair value hierarchy, the
Plan’s assets at fair value as of December 31,
2008:
|
Level
1
|
Level
2
|
Level
3
|
Total
|
|||||||||||
Mutual
funds
|
$
|
22,352,592
|
$
|
—
|
$
|
—
|
$
|
22,352,592
|
||||||
Common
stock
|
13,563,695
|
—
|
—
|
13,563,695
|
||||||||||
Investment
contract
|
—
|
—
|
7,797,567
|
7,797,567
|
||||||||||
Participant
loans
|
—
|
—
|
208,427
|
208,427
|
||||||||||
$
|
35,916,287
|
$
|
—
|
$
|
8,005,994
|
$
|
43,922,281
|
The
following table sets forth a summary of changes in the fair value of the
Plan’s level 3 assets for the year ended December 31,
2008:
|
Level
3 Assets
|
||||||||
Year
Ended
December
31, 2008
|
||||||||
Investment
Contract
|
Participant
Loans
|
|||||||
Balance,
beginning of year
|
$
|
5,421,852
|
$
|
319,679
|
*
|
|||
Realized
gains (losses)
|
—
|
|
—
|
|||||
Unrealized
gains (losses) related to instruments still
|
||||||||
held
at the reporting date
|
(125,037
|
) |
—
|
|||||
Purchases, sales, issuances and settlements (net) | 2,500,752 | (111,252 | ) | |||||
Balance,
end of year
|
$
|
7,797,567
|
$
|
208,427
|
*
Includes $316,819 of loans transferred to the Plan effective December 31,
2007 related to the merger of the LHD Employee Savings Trust
Plan.
|
Participant
Contributions Transferred Late to Plan
|
Total
that Constitute Nonexempt Prohibited Transactions
|
Total
Fully Corrected Under VFCP and PTE 2002-51
|
||||
Contributions
Not Corrected
|
Contributions
Corrected Outside VFCP
|
Contributions
Pending Correction in VFCP
|
||||
$
|
195,420
|
$
|
195,420
|
In
November 2008, the Company was late in submitting participant
contributions to Principal. The Company is working with
Principal and the Department of Labor to complete the necessary actions of
the Voluntary Fiduciary Correction program (VFCP) and will pay the Plan
$134 in lost earnings and interest on June 30, 2009. In
addition to the $195,420 delinquent payment, there was a $2,816 delinquent
payment for participant loan
repayments.
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
|||||||||
Identity
of Issue, Borrower, Lessor,
|
Description
of
|
Current
|
|||||||||||
or
Similar Party
|
Investment
|
Shares
|
Cost
|
Value
|
|||||||||
Capital
Research and Management AM Fds
|
|||||||||||||
Grth
Fd of AM F3 Fund
|
Mutual
Fund
|
25,727
|
$
|
—
|
$
|
519,681
|
|||||||
Columbus
Circle Investors Large Cap Sel Fund
|
Mutual
Fund
|
471,531
|
—
|
2,598,159
|
|||||||||
Dodge
& Cox Balanced International Stock
|
|||||||||||||
Fund
|
Mutual
Fund
|
63,397
|
—
|
1,388,401
|
|||||||||
Dreyfus
Bond Market Index Investor Fund
|
Mutual
Fund
|
46,040
|
—
|
471,453
|
|||||||||
Eaton
Vance Large Cap Value A Fund
|
Mutual
Fund
|
52,988
|
—
|
770,442
|
|||||||||
Fidelity
Adv Small Cap T Fund
|
Mutual
Fund
|
52,873
|
—
|
886,680
|
|||||||||
Goldman
Sachs Assets Management MidCap
|
|||||||||||||
Val Sel Fund
|
Mutual
Fund
|
78,509
|
—
|
628,073
|
|||||||||
Janus
Adv Mid Cap Growth Sel Fund
|
Mutual
Fund
|
7,884
|
—
|
178,495
|
|||||||||
Mellon
Equity Mid Cap Growth Sel Fund
|
Mutual
Fund
|
122
|
—
|
708
|
|||||||||
Neuberger
& Berman Genesis Trust Fund
|
Mutual
Fund
|
115,870
|
—
|
3,602,409
|
|||||||||
Neuberger
& Berman Partners Trust Fund
|
Mutual
Fund
|
98,325
|
—
|
1,166,129
|
|||||||||
PIMCO
Total Return Fund
|
Mutual
Fund
|
340,047
|
—
|
3,448,073
|
|||||||||
*
|
Principal
Global Investors Lifetime Strategic
|
||||||||||||
Income
Sel Fund
|
Mutual
Fund
|
12,418
|
—
|
106,917
|
|||||||||
*
|
Principal
Global Investors Lifetime 2010 Sel
|
||||||||||||
Fund
|
Mutual
Fund
|
19,923
|
—
|
165,160
|
|||||||||
*
|
Principal
Global Investors Lifetime 2020 Sel
|
||||||||||||
Fund
|
Mutual
Fund
|
53,423
|
—
|
446,079
|
|||||||||
*
|
Principal
Global Investors Lifetime 2030 Sel
|
||||||||||||
Fund
|
Mutual
Fund
|
404,435
|
—
|
3,284,016
|
|||||||||
*
|
Principal
Global Investors Lifetime 2040 Sel
|
||||||||||||
Fund
|
Mutual
Fund
|
35,587
|
—
|
289,673
|
|||||||||
*
|
Principal
Global Investors Lifetime 2050 Sel
|
||||||||||||
Fund
|
Mutual
Fund
|
22,993
|
—
|
178,197
|
|||||||||
*
|
Principal
Global Investors SmallCap Value Sel
|
||||||||||||
Fund
|
Mutual
Fund
|
58,539
|
—
|
679,049
|
|||||||||
*
|
Principal
Global Investors S&P 400 Index
|
Mutual
Fund
|
79,868
|
—
|
681,276
|
||||||||
*
|
Principal
Global Investors S&P 500 Index
|
Mutual
Fund
|
664
|
—
|
4,174
|
||||||||
*
|
Principal
Global Investors S&P 600 Index
|
Mutual
Fund
|
82,235
|
—
|
859,348
|
||||||||
*
|
Principal
Fixed Income 401(A)/(K)
|
Guaranteed
Investment
|
566,313
|
—
|
7,797,567
|
||||||||
Contract
|
|||||||||||||
*
|
Unit
Corporation
|
Common
Stock, $0.20
|
507,623
|
—
|
13,563,695
|
||||||||
par
value
|
|||||||||||||
*
|
Participant
loans
|
Interest
rate of 6.00%
|
—
|
—
|
208,427
|
||||||||
through
10.25% with the
|
|||||||||||||
final
loan maturing
|
|||||||||||||
in
June 2012
|
|||||||||||||
Total
|
$
|
43,922,281
|
* Represents
investments which qualify as party-in-interest as described in Note
1.
|
Column
(d) cost information is not applicable for participant-directed
investments.
|
23.1
|
Consent
of Independent Registered Public Accounting
Firm
|