<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 1994
or
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from ________ to ________
Commission File Number: 001-11335
DOMINION RESOURCES BLACK WARRIOR TRUST
(Exact name of registrant as specified in its charter)
Delaware 75-6461716
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
NationsBank of Texas, N.A.
901 Main Street
12th Floor
Dallas, Texas 75283-0308
(Address of principal executive offices)
(Zip Code)
(214) 508-2444
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Number of units of beneficial interest outstanding at November 1, 1994:
7,850,000
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements.
The condensed financial statements included herein have been prepared by
NationsBank of Texas, N.A., as Trustee (the "Trustee"), of Dominion Resources
Black Warrior Trust (the "Trust"), pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in annual financial statements have been condensed or omitted
pursuant to such rules and regulations, although the Trustee believes that the
disclosures are adequate to make the information present not misleading. The
condensed financial statements of the Trust presented herein are unaudited and,
therefore, are subject to year-end adjustments. In the opinion of the Trustee,
all adjustments necessary to present fairly the assets, liabilities and trust
corpus of the Trust as of September 30, 1994, the distributable income for the
three month period ended September 30, 1994, and for the period from May 31,
1994 (date of inception) to September 30, 1994, and the changes in trust corpus
for the period from May 31, 1994 (date of inception) to September 30, 1994, have
been included. The distributable income for such interim periods is not
necessarily indicative of the distributable income for the full year.
The condensed financial statements as of September 30, 1994, for the three
months then ended and for the period from May 31, 1994 (date of inception) to
September 30, 1994, included herein have been reviewed by Deloitte & Touche LLP,
independent public accountants, as stated in their report appearing herein.
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<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
NationsBank of Texas, N.A.,
as Trustee of Dominion Resources
Black Warrior Trust
We have reviewed the accompanying condensed statement of assets, liabilities and
trust corpus of the Dominion Resources Black Warrior Trust as of September 30,
1994, and the related condensed statements of distributable income for the three
months ended September 30, 1994, and for the period from May 31, 1994 (date of
inception) to September 30, 1994, and changes in trust corpus for the period
from May 31, 1994 (date of inception) to September 30, 1994. These condensed
financial statements are the responsibility of the Trustee.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data, and of making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
As described in Note 2 to the financial statements, these condensed financial
statements have been prepared on a modified cash basis of accounting, which is a
comprehensive basis of accounting other than generally accepted accounting
principles.
Based on our review, we are not aware of any material modifications that should
be made to such condensed financial statements for them to be in conformity with
the basis of accounting described in Note 2.
/s/ Deloitte & Touche LLP
Dallas, Texas
November 7, 1994
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<PAGE>
DOMINION RESOURCES BLACK WARRIOR TRUST
CONDENSED STATEMENTS OF ASSETS,
LIABILITIES AND TRUST CORPUS (UNAUDITED)
________________________________________________________________________________
<TABLE>
<CAPTION>
September 30, 1994
------------------
ASSETS
- ------
<S> <C>
Cash and cash equivalents $ 85,818
Royalty interests in
gas properties (less accumulated amortization
of $2,560,671 at September 30, 1994) 146,263,616
------------
TOTAL ASSETS $ 146,349,434
============
LIABILITIES AND TRUST CORPUS
- ----------------------------
Trust administration expenses payable $ 118,444
Trust corpus -
7,850,000 units of
beneficial interest
authorized, issued and
outstanding at September 30, 1994 146,230,990
------------
TOTAL LIABILITIES
AND TRUST CORPUS $ 146,349,434
============
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
________________________________________________________________________________
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<PAGE>
DOMINION RESOURCES BLACK WARRIOR TRUST
CONDENSED STATEMENT OF DISTRIBUTABLE INCOME (UNAUDITED)
________________________________________________________________________________
<TABLE>
<CAPTION>
For For the Period From
the Three May 31, 1994 (Date
Months Ended of Inception) To
September 30, 1994 September 30, 1994
------------------ -------------------
<S> <C> <C>
Royalty income $ 1,877,005 $ 1,877,005
Interest income 3,808 3,808
------------ -------------
General and administrative
expenses (140,709) (168,626)
------------ -------------
Distributable income $ 1,740,104 $ 1,712,187
============ =============
Distributable income
per unit
(7,850,000 units) $ .22 $ .22
=============== ================
</TABLE>
The accompanying notes are an integral part these condensed financial
statements.
________________________________________________________________________________
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<PAGE>
DOMINION RESOURCES BLACK WARRIOR TRUST
CONDENSED STATEMENT OF CHANGES IN TRUST CORPUS (UNAUDITED)
________________________________________________________________________________
<TABLE>
<CAPTION>
For The Period From
May 31, 1994
(Date of Inception)
To September 30, 1994
---------------------
<S> <C>
Trust corpus, beginning of period $ 1,000
Conveyance of royalty interests
by Dominion Black Warrior Basin, Inc. 148,824,287
Amortization of royalty interests (2,560,671)
Distributable income 1,712,187
Trust formation costs (331,656)
Distributions to unitholders (1,414,157)
-------------
Trust corpus, end of period $ 146,230,990
============
Distributions per unit (7,850,000 units) $ .18
============
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
________________________________________________________________________________
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<PAGE>
DOMINION RESOURCES BLACK WARRIOR TRUST
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
________________________________________________________________________________
1. TRUST ORGANIZATION AND PROVISIONS
Dominion Resources Black Warrior Trust (the "Trust") was formed as a
Delaware business trust pursuant to the terms of the Trust Agreement of Dominion
Resources Black Warrior Trust (as amended, the "Trust Agreement") entered into
effective as of May 31, 1994, by and among Dominion Black Warrior Basin, Inc.,
an Alabama corporation (the "Company"), as trustor, Dominion Resources, Inc., a
Virginia corporation ("Dominion Resources"), and NationsBank of Texas, N.A., a
national banking association (the "Trustee"), and Mellon Bank (DE) National
Association, a national banking association (the "Delaware Trustee"), as
trustees. The trustees are independent financial institutions.
The Trust is a grantor trust formed to acquire and hold certain overriding
royalty interests (the "Royalty Interests") burdening proved natural gas
properties located in the Pottsville coal formation of the Black Warrior Basin,
Tuscaloosa County, Alabama (the "Underlying Properties") owned by the Company.
The Trust was initially created by the filing of its Certificate of Trust with
the Delaware Secretary of State on May 31, 1994. In accordance with the Trust
Agreement, the Company contributed $1,000 as the initial corpus of the Trust. On
June 28, 1994, the Royalty Interests were conveyed to the Trust by the Company
pursuant to the Overriding Royalty Conveyance (the "Conveyance") dated effective
as of June 1, 1994, from the Company to the Trust, in consideration for all the
7,850,000 authorized units of beneficial interest ("Units") in the Trust. The
Company transferred its Units to its parent, Dominion Resources, which sold
6,850,000 of such Units to the public through various underwriters (the
"Underwriters") in June 1994 and an additional 54,000 Units through the
Underwriters in August 1994 (collectively, the "Public Offering"). All of the
production attributable to the Underlying Properties is from the Pottsville
coal formation and currently constitutes coal seam gas that entitles the owners
of such production, provided certain requirements are met, to tax credits
pursuant to Section 29 of the Internal Revenue Code of 1986, as amended (the
"Code"), upon the production and sale of such gas.
The Trustee has all powers to collect and distribute proceeds received by
the Trust and to pay Trust liabilities and expenses. The Delaware Trustee has
only such powers as are set forth in the Trust Agreement or are required by law
and is not empowered to otherwise manage or take part in the management of the
Trust. The Royalty Interests are 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 or the Company's interest therein.
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<PAGE>
The Trust is subject to termination under certain circumstances described
in the Trust Agreement. Upon the termination of the Trust, all Trust assets will
be sold and the net proceeds therefrom distributed to Unitholders.
The only assets of the Trust, other than cash and temporary investments
being held for the payment of expenses and liabilities and for distribution to
Unitholders, are the Royalty Interests. The Royalty Interests consist of
overriding royalty interests burdening the Company's interest in the Underlying
Properties. The Royalty Interests generally entitle the Trust to receive 65
percent of the Company's Gross Proceeds (as defined below). The Royalty
Interests are non-operating interests and bear only expenses related to property
production and related taxes (including serverance taxes). "Gross Proceeds"
consist generally of the aggregate amounts received by the Company attributable
to the interests of the Company in the Underlying Properties from the sale of
coal seam gas at the central delivery points in the gathering system for the
Underlying Properties. The definitions, formulas and accounting procedures and
other terms governing the computation of the Royalty Interests are set forth in
the Conveyance.
Because of the passive nature of the Trust and the restrictions and
limitations on the powers and activities of the Trustee contained in the Trust
Agreement, the Trustee does not consider any of the officers and employees of
the Trustee to be "officers" or "executive officers" of the Trust as such terms
are defined under applicable rules and regulations adopted under the Securities
Exchange Act of 1934.
2. BASIS OF ACCOUNTING
The financial statements of the Trust are prepared on a modified cash basis
and are not intended to present financial position and results of operations in
conformity with generally accepted accounting principles ("GAAP"). Preparation
of the Trust's financial statements on such basis includes the following:
- - Royalty income and interest income are recorded in the period in which
amounts are received by the Trust rather than in the month of production.
- - General and administrative expenses recorded are based on liabilities paid
and cash reserves established out of cash received.
- - Amortization of the Royalty Interests is calculated on a unit-of-production
basis and charged directly to Trust corpus when revenues are received.
- - Distributions to Unitholders are recorded when declared by the Trustee (see
Note 4.)
The financial statements of the Trust differ from financial statements
prepared in accordance with GAAP because royalty income is not accrued in the
period of production, general and administrative expenses recorded are based on
liabilities paid and cash reserves established rather than on an accrual basis,
and amortization of the Royalty Interests is not charged against operating
results.
-8-
<PAGE>
Dominion Resources sold an aggregate of 6,904,000 Units in the Public
Offering at a price of $20.00 per unit. Accordingly, the condensed statement of
assets, liabilities and trust corpus at September 30, 1994 reflects 6,904,000
Units at the Public Offering price of $20 per Unit and the remaining 946,000
Units at Dominion Resources' historical cost ($10,744,288). If Dominion
Resources, in the future, should sell all or a portion of the 946,000 retained
Units, at that time, the carrying value on the Trust's statement of assets,
liabilities and trust corpus would be adjusted from Dominion Resources'
historical cost to the subsequent sale price with respect to the Units sold. The
recorded balance of royalty interests in gas properties represents the
preliminary purchase price allocation and is subject to further adjustment.
3. FEDERAL INCOME TAXES
The Trust is a grantor trust for Federal income tax purposes. As a grantor
trust, the Trust will not be required to pay Federal or state income taxes.
Accordingly, no provision for income taxes has been made in these financial
statements.
Because the Trust will be treated as a grantor trust, and because a
Unitholder will be treated as directly owning an interest in the Royalty
Interests, each Unitholder will be taxed directly on his per Unit share of
income attributable to the Royalty Interests consistent with the Unitholder's
method of accounting and without regard to the taxable year or accounting method
employed by the Trust.
Production from coal seam gas wells drilled after December 31, 1979, and
prior to January 1, 1993, qualifies for the Federal income tax credit for
producing nonconventional fuels under Section 29 of the Code. This tax credit is
calculated annually based on each year's qualified production through the year
2002. Such credit, based on the Unitholder's pro rata share of qualifying
production, may not be used to reduce his regular tax liability (after the
foreign tax credit and certain other non-refundable credits) below his
alternative minimum tax. Any part of the Section 29 credit not allowed for any
tax year solely because of this limitation is subject to certain carryover
provisions. Each Unitholder should consult his tax advisor regarding tax
compliance matters.
4. DISTRIBUTIONS TO UNITHOLDERS
The Trustee determines for each calendar quarter the amount of cash
available for distribution to Unitholders. Such amount (the "Quarterly
Distribution Amount") is an amount equal to the excess, if any, of the cash
received by the Trust attributable to production from the Royalty Interests
during such quarter, provided that such cash is received by the Trust on or
before the last business day prior to the 45th day following the end of such
calendar quarter, plus the amount of interest expected by the Trustee to be
earned on such cash proceeds during the period between the date of receipt by
the Trust of such cash proceeds and the date of payment to the Unitholders of
such Quarterly Distribution Amount, plus all other cash receipts of the Trust
during such quarter (to the extent not distributed or held for future
distribution as a Special Distribution Amount (as defined below) or included in
the previous Quarterly Distribution Amount) which might
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<PAGE>
include sales proceeds not sufficient in amount to qualify for a special
distribution as described in the next paragraph and interest), over the
liabilities of the Trust paid during such quarter and not taken into account in
determining a prior Quarterly Distribution Amount, subject to adjustments for
changes made by the Trustee during such quarter in any cash reserves established
for the payment of contingent or future obligations of the Trust. An amount
which is not included in the Quarterly Distribution Amount for a calendar
quarter because such amount is received by the Trust after the last business day
prior to the 45th day following the end of such calendar quarter will be
included in the Quarterly Distribution Amount for the next calendar quarter. The
Quarterly Distribution Amount for each quarter will be payable to Unitholders of
record on the 60th day following the end of such calendar quarter unless such
day is not a business day in which case the record date is the next business day
thereafter. The Trustee will distribute the Quarterly Distribution Amount for
each calendar quarter on or prior to 70 days after the end of such calendar
quarter to each person who was a Unitholder of record on the record date for
such calendar quarter.
The first distribution to Unitholders was made on September 8, 1994, to
Unitholders of record on August 29, 1994, and was based upon amounts received in
respect of production attributable to the Royalty Interests during the period
from June 1, 1994 (the effective date of the Conveyance) through June 30, 1994.
Depletion deductions and Section 29 tax credits will be available to Unitholders
only with respect to gas attributable to the Royalty Interests that is produced
and sold after June 28, 1994 (the date of the consummation of the Public
Offering).
The Royalty Interests may be sold under certain circumstances and will be
sold following termination of the Trust. A special distribution will be made of
undistributed net sales proceeds and other amounts received by the Trust
aggregating in excess of $10 million (a "Special Distribution Amount"). The
record date for a Special Distribution Amount will be the 15th day following the
receipt by the Trust of amounts aggregating a Special Distribution Amount
(unless such day is not a business day, in which case the record date will be
the next business day thereafter) unless such day is within 10 days or less
prior to the record date for a Quarterly Distribution Amount, in which case the
record date will be the date that is established for the next Quarterly
Distribution Amount. Distribution to Unitholders of a Special Distribution
Amount will be made no later than 15 days after the Special Distribution Amount
record date.
Item 2. Trustee's Discussion and Analysis of Financial Condition and Results
of Operations
The Trust makes quarterly cash distributions to holders of units of
beneficial interest ("Units") in the Trust ("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 certain
overriding royalty interests (the "Royalty Interests") burdening certain proved
natural gas properties located in the Pottsville coal formation of the Black
Warrior Basin, Tuscaloosa County, Alabama (the "Underlying Properties"). The
Royalty Interests owned by the Trust burden the interest in the Underlying
Properties that is owned
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<PAGE>
by Dominion Black Warrior Basin, Inc. (the "Company"), an indirect wholly owned
subsidiary of Dominion Resources, Inc. ("Dominion Resources").
Distributable income of the trust consists of the excess of royalty income
plus interest income over the organizational 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 of Dominion Resources Black
Warrior Trust (as amended, the "Trust Agreement") until its subsequent
distribution to Unitholders.
The amount of distributable income of the Trust for any quarter may differ
from the amount of cash available for distribution to Unitholders in such
quarter 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 they are paid or reserves are established for them.
Consequently, the reported distributable income (loss) of the Trust for any
quarter is determined by deducting from the income received by the Trust the
amount of expenses paid by the Trust during such quarter. The amount of cash
available for distribution to Unitholders is determined after adjustment for
changes in reserves for unpaid liabilities in accordance with the provisions of
the Trust Agreement. (See Note 4 to the financial statements of the Trust
appearing elsewhere in this Form 10-Q for additional information regarding the
determination of the amount of cash available for distribution to Unitholders.)
Quarter Ended September 30, 1994
- --------------------------------
The Royalty Interests consist of overriding royalty interests burdening the
Company's interest in the Underlying Properties. The Royalty Interests
generally entitle the Trust to receive 65 percent of the Company's Gross
Proceeds (as defined below) during the preceding calendar quarter. The Royalty
Interests are non-operating interests and bear only expenses related to
property, production and related taxes (including severance taxes). "Gross
Proceeds" consist generally of the aggregate amounts received by the Company
attributable to the interests of the Company in the Underlying Properties from
the sale of coal seam gas at the central delivery points in the gathering system
for the Underlying Properties. The definitions, formulas and accounting
procedures and other terms governing the computation of the Royalty Interests
are set forth in the Overriding Royalty Conveyance from the Company to the
Trust.
The Trust received royalty income amounting to $1,877,005 during the third
quarter. Administrative expenses during the period amounted to $140,709. These
expenses are primarily related to administrative services provided by Dominion
Resources and the Trustee and Mellon Bank (DE) National Association, a national
banking association, during the period. These transactions resulted in
distributable income for the third quarter of 1994 of $1,740,104, or $.22 per
Unit. The Trust made a distribution on September 8, 1994 of $1,414,157, or $.18
per Unit.
Because the Trust incurs administrative expenses throughout a quarter but
receives its royalty income only once in a quarter, the Trustee established in
the third quarter of 1994
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<PAGE>
a cash reserve in the amount of $135,000 for the payment of expenses and
liabilities of the Trust. The quarterly distribution made in the 1994 third
quarter was reduced, among other things, by the amount of this reserve in
accordance with the provisions of the Trust Agreement. The Trustee anticipates
that it will maintain for the foreseeable future a cash reserve to enable it to
pay administrative expenses as they become due. The amount of the cash reserve
from time to time will fluctuate as expenses are paid and royalty income is
received.
Period From May 31, 1994 (Date of Inception) Through September 30, 1994
- -----------------------------------------------------------------------
The conveyance of the Royalty Interests to the Trust occurred on June 28,
1994, with an effective date of June 1, 1994. Accordingly, the transfer of the
Royalty Interests is reflected as an increase in Trust corpus during the period.
The Royalty Interests are valued at an amount equal to the aggregate gross
proceeds of the sale of 6,904,000 Units to the public through various
underwriters in June and August of 1994, plus 946,000 Units retained by Dominion
Resources that are valued at Dominion Resources' net book value. The recorded
balance of the Royalty Interests represents the preliminary purchase price
allocation and is subject to further adjustment.
The Trust only received royalty income during the quarter ended September
30, 1994, as discussed above. Administrative expenses during the period from
May 31, 1994 (date of inception) through September 30, 1994, amounted to
$168,626. These expenses are primarily related to administrative services
provided by Dominion Resources and the Trustee and Mellon Bank (DE) National
Association, a national banking association, during the period.
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<PAGE>
PART II - OTHER INFORMATION
---------------------------
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
--------
27 Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter for which this
report is filed.
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<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DOMINION RESOURCES BLACK
WARRIOR TRUST
By: NATIONSBANK OF TEXAS, N.A.,
Trustee
By: /s/ Ron E. Hooper
---------------------------
Ron E. Hooper
Vice President
Date: November 11, 1994
(The Trust has no directors or executive officers.)
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 4-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> MAY-31-1994
<PERIOD-END> SEP-30-1994
<CASH> 85,818
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 85,818
<PP&E> 148,824,287
<DEPRECIATION> 2,560,671
<TOTAL-ASSETS> 146,349,434
<CURRENT-LIABILITIES> 118,444
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 146,230,990
<TOTAL-LIABILITY-AND-EQUITY> 146,349,434
<SALES> 1,880,813
<TOTAL-REVENUES> 1,880,813
<CGS> 0
<TOTAL-COSTS> 168,626
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,712,187
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,712,187
<EPS-PRIMARY> .22
<EPS-DILUTED> 0
</TABLE>
