UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A
AMENDMENT NO. 1
[Check one]
| o | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF |
THE SECURITIES EXCHANGE ACT OF 1934
OR
| x | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF |
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended | December 31, 2006 | Commission File Number | 000-30514 | ||
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(Exact name of Registrant as specified in its charter) | |||||
N/A | |||||
(Translation of Registrant's name into English (if applicable)) | |||||
ALBERTA | |||||
(Province or other jurisdiction of incorporation or organization) | |||||
1311 | |||||
(Primary Standard Industrial Classification Code Number (if applicable)) | |||||
NOT APPLICABLE | |||||
(I.R.S. Employer Identification Number (if applicable)) | |||||
2100, 440 2nd Avenue S.W., Calgary, Alberta, Canada T2P 5E9 (403) 503-8600 | |||||
(Address and telephone number of Registrant's principal executive offices) | |||||
Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19805 (302) 636-5401 | |||||
(Name, address (including zip code) and telephone number (including area code) | |||||
Securities registered or to be registered pursuant to Section 12(b) of the Act. | |||||
Title of each class |
| Name of each exchange on which registered | |||
N/A | N/A | ||||
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Securities registered or to be registered pursuant to Section 12(g) of the Act. | |||||
TRUST UNITS (Title of Class) | |||||
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(Title of Class) | |||||
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. | |||||
N/A (Title of Class) | |||||
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For annual reports, indicate by check mark the information filed with this Form:
| x | Annual information form | x | Audited annual financial statements |
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.
204,288,609 Trust Units as at December 31, 2006
Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the "Exchange Act"). If "Yes" is marked, indicate the file number assigned to the Registrant in connection with such Rule.
o Yes 82-_________ No x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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.
| x Yes | o No |
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Explanatory Note
This Amendment No. 1 to the Annual Report of ARC Energy Trust (the "Registrant") on Form 40-F for the fiscal year ended December 31, 2006 is filed herewith for the purposes stated under the heading "Interpretive Note to Readers in Relation to Principal Documents" as set forth immediately below.
This Amendment No. 1 consists of a cover page, this explanatory note, the Interpretive Note to Readers in Relation to Principal Documents, the signature page and new certifications by the principal executive and principal financial officers of the Registrant.
Other than as expressly set forth above, this Amendment No. 1 does not update or restate the information in any Item of the Form 40-F or reflect any events that have occurred after the Form 40-F was filed.
Interpretive Note to Readers in Relation to Principal Documents
The following note to readers has been included in this Form 40-F/A to provide a prominent reference to and identify the use of certain financial measures which do not have any standardized meaning prescribed by Canadian generally accepted accounting principles (referred to as "Non-GAAP Measures") and which occur in the Principal Documents were filed as part of the Annual Report on Form 40-F, and more particularly in the Annual Information Form, see Exhibit 99.1 of the Annual Report on Form 40-F, the Audited Annual Financial Statements, see Exhibit 99.2 of the Annual Report on Form 40-F, and Management's Discussion and Analysis and Results of Operations, see Exhibit 99.3 of the Annual Report on Form 40-F. In the case of the Audited Annual Financial Statements, we have set forth below a specific reference to the location of certain Non-GAAP Measures, along with a brief explanation of the use of such Non-GAAP Measures and reference to the closest GAAP measure. In the case of the Management's Discussion and Analysis and Results of Operations and the Annual Information Form, we have included in chart form the specific location of each Non-GAAP Measure, along with the specific Non-GAAP Measures included in the section.
This note is intended to bring the readers' attention to the use of Non-GAAP Measures and in order to provide better clarity. Readers are specifically requested to review the information carefully.
Audited Annual Financial Statements
Note 17 of the Audited Annual Financial Statements (Exhibit 99.2) refers to a reconciliation of cash flow and distributions and may constitute a Non-GAAP Measure because of the inclusion in cash distributions of non-cash amounts. The non-cash amounts occur because of concurrent re-investments of cash distributed to unitholders pursuant to the Distribution Reinvestment Program, under which unitholders have the right to acquire additional Trust Units on a monthly basis with cash distributions. In particular reference is made to "cash distributions", "accumulated cash distributions, beginning of year", "accumulated cash distributions, end of year", "cash distributions per unit", "accumulated cash distributions per unit, beginning of year", and "accumulated cash distributions per unit, end of year", all of which may be considered to be Non-GAAP Measures because of the inclusion of non-cash amounts of $94.6 million for the year ending December 31, 2006 and of $58.3 million for the year ended December 31, 2005. Reference is made to "Consolidated Statement of Cash flows" in the Annual Audited Financial Statements for additional information as to cash distributions.
Management's Discussion and Analysis and Results of Operations ("MD&A") & Annual Information Form ("AIF")
The references in the following chart to HEADINGS refer to the paragraph headings in the MD&A (Exhibit 99.3) and AIF (Exhibit 99.1) and follow the same order of presentation as in the MD&A and AIF and the SPECIFIC REFERENCES identify the nature of the "Non-GAAP Measures" within such paragraphs.
Readers should refer to NON-GAAP MEASURES in the MD&A and SPECIAL NOTES TO READER – DESCRIPTION OF CASH FLOW in the AIF for a reconciliation of Non-GAAP Measures such as "Cash flow", "Cash flow from operations", "Cash flow per unit" and "Cash flow from operations per unit" identified in the chart below under the heading SPECIFIC REFERENCES to "Cash flow from operating activities" as prescribed by GAAP. Readers should also note that these Non-GAAP Measures do not reflect all operating cash activity for the periods described.
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Readers should refer to the above section "Audited Annual Financial Statements" for further information on all references to "Cash distributions", "Cash distributions per unit", "Accumulated Cash Distributions", and "Accumulated Cash Distributions per unit" in the MD&A and AIF identified in the chart below under the heading SPECIFIC REFERENCES for an explanation of how these items may constitute Non-GAAP Measures because of the inclusion of non-cash amounts.
Management’s Discussion and Analysis and Results of Operations |
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HEADING | SPECIFIC REFERENCES |
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NON-GAAP MEASURES | All of this information comprises an interpretive note designed to assist the reader in reconciling the use of certain Non-GAAP Measures, including particularly "Cash flow", "Cash flow from operations" and "Cash flow from operations per unit", to the GAAP measures and more particular "Cash flow from operating activities" which is a GAAP term found on the Consolidated Statement of Cash flows in the Annual Audited Financial Statements. |
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FOURTH QUARTER FINANCIAL AND OPERATIONAL RESULTS | Reference is made to "Cash flow" |
| Reference is made to "Cash flow from operations" and a reference to "Capital funded with Cash flow (per cent)" in this table |
| Reference is made to "Cash distributions" |
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2006 ANNUAL FINANCIAL AND OPERATIONAL RESULTS | Reference is made to "Cash flow from operations" and "Cash from operations per unit" |
| Reference is made to "Payout ratio per unit" and note thereto reading "Based on cash distributions divided by Cash flow from operations" |
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CASH FLOW FROM OPERATIONS | Reference is made to "Cash flow", and "Cash flow from operations" in the text and "Cash flow from Operations" in the table |
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RISK MANAGEMENT AND HEDGING ACTIVITIES | Reference is made to "Cash flow" |
| Reference is made to "cash distributions" |
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WHOLE TRUST UNIT INCENTIVE PLAN ("WHOLE UNIT PLAN") | Reference is made to "Cash flow from operations" in Note (3) of the table titled "Value of Whole Unit Plan as at December 31, 2006" |
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FOREIGN EXCHANGE GAINS AND LOSSES | Reference is made to "Cash flow" in the opening paragraph. |
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CAPITAL EXPENDITURES AND NET ACQUISITIONS | Reference is made to "Cash flow from operations" in the paragraph following the sub-heading "Capital Expenditures" and to "Cash flow" in the table titled "Sourcing of Funding of Capital Expenditures and Net Acquisitions" |
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CAPITALIZATION, FINANCIAL AND RESOURCES AND LIQUIDITY | Reference is made to "Net debt to Cash flow" and the table titled "Capital Structure and Liquidity" and other references to "Cash flow from operations" and "Cash flow" |
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CASH DISTRIBUTIONS | Reference is made to "cash distributions" and "cash distributions per unit" |
| Reference is made to "Cash flow" and "Cash flow from operations" |
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DEFICIT | Reference is made to "cash distributions" and "accumulated cash distributions" |
| Reference is made to "Cash flow" |
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CONTRACTUAL OBLIGATIONS AND COMMITMENTS | References to "Cash flow" and "Cash flow from operations" |
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OBJECTIVES AND 2007 OUTLOOK | Reference is made to "cash distributions" and "cash distributions per unit" |
| Reference is made to "Cash flow" and "Cash flow from operations" |
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2007 CASH FLOW SENSITIVITY | Reference is made to "Cash flow" |
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ASSESSMENT OF BUSINESS RISKS | Reference is made to "Cash flow" |
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ANNUAL HISTORICAL REVIEW | Reference is made to "Cash flow" |
| Reference is made to "cash distributions" |
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QUARTERLY HISTORICAL REVIEW | Reference is made to "Cash flow" |
| Reference is made to "cash distributions" |
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Annual Information Form |
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HEADING | SPECIFIC REFERENCE |
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SPECIAL NOTES TO READER - DESCRIPTION OF CASH FLOW | All of this information comprises an interpretive note designed to assist the reader in reconciling the use of certain Non-GAAP Measures, including particularly "Cash flow", "Cash flow from operations" and "Cash flow from operations per unit", to the GAAP measures and more particular "Cash flow from operating activities" which is a GAAP term found on the Consolidated Statement of Cash flows in the Annual Audited Financial Statements.
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OUR BUSINESS - OVERVIEW | Reference is made to "Cash flow" |
| Reference is made to "cash distributions" |
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OUR BUSINESS - PROPOSED FEDERAL TAX CHANGES | Reference is made to "cash distributions" |
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OUR BUSINESS - OUR ORGANIZATIONAL STRUCTURE | Reference is made to "Cash flows" |
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OUR BUSINESS - CASH DISTRIBUTIONS AND DISTRIBUTION POLICY | Reference is made to "cash distributions" |
| Reference is made to "Cash flow" |
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STATEMENT OF RESERVES DATA AND OTHER OIL AND GAS INFORMATION – DEFINITIONS AND NOTES TO RESERVE DATA TABLES, NOTE 7 - FUTURE DEVELOPMENT COSTS | Reference is made to "Cash flow" |
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STATEMENT OF RESERVES DATA AND OTHER OIL AND GAS INFORMATION - ADDITIONAL INFORMATION CONCERNING ABANDONMENT AND RECLAMATION COSTS | Reference is made to "Cash flow" |
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SHARE CAPITAL OF ARC RESOURCES - EXCHANGEABLE SHARES | Reference is made to "cash distributions" |
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OUR INFORMATION - TRUSTEE | Reference is made to "cash distributions" |
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OUR INFORMATION - DISTRIBUTION REINVESTMENT AND OPTIONAL TRUST UNIT PURCHASE PLAN) | Reference is made to "cash distributions" |
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DISTRIBUTIONS TO UNITHOLDERS | Reference is made to "cash distributions" |
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RISK FACTORS - PROPOSED FEDERAL TAX CHANGES | Reference is made to "cash distributions" |
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RISK FACTORS - RESERVE ESTIMATES | Reference is made to "Cash flows" |
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RISK FACTORS - PURCHASE OF PROPERTIES | Reference is made to "Cash flow" |
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RISK FACTORS -MAINTENANCE OF DISTRIBUTIONS | Reference is made to "Cash flow" |
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RISK FACTORS - ADDITIONAL FINANCING | Reference is made to "Cash flow" |
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RISK FACTORS - DELAY IN CASH DISTRIBUTIONS | Reference is made to "cash distributions" in heading |
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RISK FACTORS - DEPLETION OF RESERVES | Reference is made to "Cash flow" |
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RISK FACTORS - RETURN OF CAPITAL | Reference is made to "cash distributions" |
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UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. | Undertaking |
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
B. | Consent to Service of Process |
A Form F-X signed by the Registrant and its agent for service of process was previously filed with the Commission in connection with the Trust Units.
Any change to the name and address of the agent for service for service of process of the Registrant shall be communicated promptly to the Securities and Exchange Commission by an amendment to the Form F-X referencing the file number of the relevant registration statement.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment No. 1 to its Annual Report on Form 40-F/A to be signed on its behalf by the undersigned, thereto duly authorized.
ARC ENERGY TRUST | |
By: | signed "John P. Dielwart" |
| John P. Dielwart |
Date: December 3, 2007
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Index to Exhibits
Exhibit Number | Description |
99.1*
| Annual Information Form for the fiscal year ended December 31, 2006. |
99.2* | Consolidated Financial Statements for the fiscal year ended December 31, 2006 (note 22 to the Consolidated Financial Statements relates to the United States Generally Accepted Accounting Principles (U.S. GAAP)). |
99.3* | Management's Discussion and Analysis and Results of Operations for the fiscal year ended December 31, 2006. |
99.4 | Certifications of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934. |
99.5 | Certifications of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934. |
99.6 | Certifications of Chief Executive Officer pursuant to Rule 13(a)-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).
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99.7 | Certifications of Chief Financial Officer pursuant to Rule 13(a)-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350). |
99.8* | Consent of Deloitte & Touche LLP, Independent Registered Chartered Accountants. |
99.9* | Consent of GLJ Petroleum Consultants Ltd. to the inclusion of the Report dated February 2, 2007 evaluating the reserves of ARC Resources Ltd. and ARC (Sask.) Energy Trust.
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* | Previously filed under cover of Form 40-F for the fiscal year ended December 31, 2006 as filed on EDGAR on March 29, 2007. |