Quarterly report pursuant to Section 13 or 15(d)

Leases

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Leases
 3 Months Ended
Mar. 31, 2013
Leases [Abstract]  
LEASES
LEASES
As of March 31, 2013 and December 31, 2012 the Company had two significant leases. The table below displays the impact of each lease on total leased properties and total lease revenues for the periods presented.

 
As a Percentage of
 
 
Leased Properties
 
Lease Revenues

 
As of
March 31, 2013
 
As of
December 31, 2012
 
For the Three Months Ended March 31, 2013
 
For the One-Month Transition Period Ended December 31, 2012
Pinedale LGS
 
94.2%
 
94.2%
 
88.7%
 
75.2%
Public Service of New Mexico
 
5.8%
 
5.8%
 
11.3%
 
24.8%

Pinedale LGS
Pinedale LP entered into a long-term triple net Lease Agreement on December 20, 2012, relating to the use of the Pinedale LGS (the “Pinedale Lease Agreement”) with Ultra Wyoming LGS, LLC, another indirect wholly-owned subsidiary of Ultra Petroleum (“Ultra Newco”). Ultra Newco will utilize the Pinedale LGS to gather and transport a commingled stream of oil, natural gas and water, then further utilize the Pinedale LGS to separate this stream into its separate components. Ultra Newco's obligations under the Pinedale Lease Agreement will be guaranteed by Ultra Petroleum and Ultra Petroleum's operating subsidiary, Ultra Resources, Inc. (“Ultra Resources”), pursuant to the terms of a Parent Guaranty (the “Guaranty”). Annual rent for the initial term under the Pinedale Lease Agreement will be a minimum of $20 million (as adjusted annually for changes based on the Consumer Price Index (“CPI”), subject to annual maximum adjustments of 2 percent) and a maximum of $27.5 million, with the exact rental amount determined by the actual volume of the components handled by the Pinedale LGS, subject to Pinedale LP not being in default under the Pinedale Lease Agreement.
As of March 31, 2013, approximately $903 thousand of net deferred lease costs were included in the accompanying Consolidated Balance Sheets. The deferred costs are amortized over the 15 year life of the new Pinedale LGS lease and were included in Amortization expense within the Consolidated Income Statement. Approximately $2.5 million in asset acquisition costs related to the Pinedale LGS acquisition is included in Leased Property within the Consolidated Balance Sheet. The asset acquisition costs will be depreciated over the anticipated 26 year life of the newly acquired asset and will be included in Depreciation expense within the Consolidated Income Statement.

The assets which comprise the LGS include real property and land rights to which the purchase consideration was allocated based on relative fair values and equaled $122.3 million and $105.7 million, respectively.   The land rights are being amortized over the life of the related land lease and amortization expense is expected to be approximately $8.8 million for each of the next five years.  
In view of the fact that Ultra Petroleum leases a substantial portion of the Company's net leased property, which is a significant source of revenues and operating income, its financial condition and ability and willingness to satisfy its obligations under its lease with the Company, are expected to have a considerable impact on the results of operation going forward.
Ultra Petroleum is currently subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act") and is required to file with the SEC annual reports containing audited financial statements and quarterly reports containing unaudited financial statements. The audited financial statements and unaudited financial statements of Ultra Petroleum can be found on the SEC's website at www.sec.gov. The Company makes no representation as to the accuracy or completeness of the audited and unaudited financial statements of Ultra Petroleum, but has no reason not to believe the accuracy or completeness of such information. In addition, Ultra Petroleum has no duty, contractual or otherwise, to advise the Company of any events that might have occurred subsequent to the date of such financial statements which could affect the significance or accuracy of such information. Summary Consolidated Balance Sheets and Consolidated Statements of Income for Ultra Petroleum are provided below.
Ultra Petroleum
Summary Consolidated Balance Sheets (Unaudited)
(in thousands)
 
March 31, 2013
 
December 31, 2012
Current assets
 
$
129,063

 
$
125,848

Non-current assets
 
1,906,320

 
1,881,497

Total Assets
 
$
2,035,383

 
$
2,007,345

 
 
 
 
 
Current liabilities
 
422,094

 
514,092

Non-current liabilities
 
2,175,481

 
2,071,120

Total Liabilities
 
$
2,597,575

 
$
2,585,212

 
 
 
 
 
Shareholder's equity (deficit)
 
(562,192
)
 
(577,867
)
Total Liabilities and Shareholder's Equity
 
$
2,035,383

 
$
2,007,345

 
 
 
 
 
 
 
 
 
 
Ultra Petroleum
Summary Consolidated Statements of Income (Unaudited)
(in thousands)
 
For the Three Months Ended
 
 
March 31, 2013
 
March 31, 2012
Revenues
 
$
225,626

 
$
226,143

Expenses
 
139,994

 
193,539

Operating Income
 
85,632

 
32,604

Other Income (Expense), net
 
(67,831
)
 
97,147

Income before income tax provision
 
17,801

 
129,751

Income tax provision
 
1,368

 
45,489

Net Income
 
$
16,433

 
$
84,262


Public Service Company of New Mexico ("PNM")
EIP is leased on a triple net basis through April 1, 2015 (the "PNM Lease Agreement") to PNM, an independent electric utility company serving approximately 500 thousand customers in New Mexico. PNM is a subsidiary of PNM Resources Inc. (NYSE: PNM) ("PNM Resources"). Per the PNM Lease Agreement, at the time of expiration of the PNM Lease Agreement, the Company could choose to renew the PNM Lease Agreement with the lessee, the lessee could offer to repurchase the EIP, or the PNM Lease Agreement could be allowed to expire and the Company could find another lessee. Under the terms of the PNM Lease Agreement, the Company was to receive semi-annual lease payments.
At the time of acquisition, the rate of the PNM Lease Agreement was determined to be above market rates for similar leased assets and the Company recorded an intangible asset of $1.1 million for this premium which is being amortized as a reduction to lease revenue over the remaining lease term. See Note 10 below for further information as to the intangible asset.
Upon the execution of the Purchase Agreement on November 1, 2012, the schedule of the rental payments under the Lease Agreement was changed so that the last scheduled semi-annual lease payment was received by the Company on October 1, 2012. In accordance with the Purchase Agreement, PNM's remaining basic rent payments due to the Company were accelerated. The semi-annual payments of approximately $1.4 million that were originally scheduled to be due on April 1, and October 1, 2013, respectively, were received by the Company on November 1, 2012. Therefore, as of March 31, 2013, November 30, 2012 and December 31, 2012, PNM had paid $1.4 million, $2.4 million and $2.1 million in future minimum rental payments in advance. The amount is reported as an unearned income liability within the Consolidated Balance Sheets.
In view of the fact that the PNM leases a substantial portion of the Company's net leased property, which is a significant source of revenues and operating income, its financial condition and ability and willingness to satisfy its obligations under its lease with the Company, have a considerable impact on the results of operation.
On November 1, 2012 the Company entered into the definitive Purchase Agreement with PNM to sell the Company’s 40 percent undivided interest in the EIP upon termination of the Lease Agreement on April 1, 2015 for $7.68 million. Per the Purchase Agreement, PNM also accelerated its remaining lease payments to the Company. Both lease payments due in 2013 were paid to the Company upon execution of the Purchase Agreement on November 1, 2012. In addition, per the Purchase Agreement, PNM paid $100 thousand during the fourth quarter to compensate the Company for legal costs resulting from its filings with the Federal Energy Regulatory Commission ("FERC"). The three remaining lease payments due April 1, 2014, October 1, 2014 and April 1, 2015 will be paid in full on January 1, 2014.
The Company reevaluated the residual value used to calculate its depreciation of the EIP, and determined that a change in estimate was necessary. The change in estimate resulted in higher depreciation expenses beginning in November of 2012 through the expiration of the lease in April 2015. The incremental depreciation amounts to approximately $393 thousand per quarter.
PNM Resources is currently subject to the reporting requirements of the 1934 Act and is required to file with the SEC annual reports containing audited financial statements and quarterly reports containing unaudited financial statements. The audited financial statements and unaudited financial statements of PNM Resources can be found on the SEC's website at www.sec.gov. The Company makes no representation as to the accuracy or completeness of the audited and unaudited financial statements of PNM Resources but has no reason not to believe the accuracy or completeness of such information. In addition, PNM Resources has no duty, contractual or otherwise, to advise the Company of any events that might have occurred subsequent to the date of such financial statements which could affect the significance or accuracy of such information. None of the information in the public reports of PNM Resources that are filed with the SEC is incorporated by reference into, or in any way, form a part of this filing.

The future contracted minimum rental receipts for all net leases as of March 31, 2013 are as follows:
Future Minimum Lease Rentals
Years Ending December 31,
 
Amount
2013
 
$
15,000,000

2014
 
24,267,371

2015
 
20,000,000

2016
 
20,000,000

2017
 
20,000,000

Thereafter
 
199,354,839

Total
 
$
298,622,210