Aurora Oil & Gas CORP - FORM 8-K - EX-99.2

Attached files

file	filename
8-K - Aurora Oil & Gas CORP	v167145_8k.htm
EX-99.1 - Aurora Oil & Gas CORP	v167145_ex99-1.htm

EXHIBIT 99.2

TRANSMITTAL OF FINANCIAL REPORTS AND

CERTIFICATION OF COMPLIANCE WITH

UNITED STATES TRUSTEE OPERATING REQUIREMENTS FOR

THE PERIOD ENDED: OCTOBER 31, 2009

IN RE:	:	CASE NO.:	09-08255 (SWD)
	:	Chapter 11
HUDSON PIPELINE & PROCESSING CO., LLC,	:	Judge:	Honorable Scott W. Dales
Debtor.	:

As debtor in possession, I affirm:

1. That I have reviewed the financial statements attached hereto, consisting of:

X	Operating Statement	(Form 2)
X	Balance Sheet	(Form 3)
X	Summary of Operations	(Form 4)
X	Monthly Cash Statement	(Form 5)
N/A	Statement of Compensation	(Form 6)
X	Schedule of In-Force Insurance	(Form 7)

and that they have been prepared in accordance with normal and customary accounting practices, and fairly and accurately reflect the debtor’s financial activity for the period stated.

2. That the insurance, including workers’ compensation and unemployment insurance, as described in Section 4 of the Reporting Requirements for Chapter 11 Cases is in effect. (If not, attach a written explanation.)

YES X NO _____

3. That all postpetition taxes as described in Sections 1 and 14 of the Operating Instructions and Reporting Requirements For Chapter 11 cases are current. (If not, attach a written explanation.)

YES _____ NO _____ N/A X

4. No professional fees (attorney, accountant, etc.) have been paid without specific court authorization. (If not, attached a written explanation.)

YES X NO _____

5. All United States Trustee Quarterly fees have been paid and are current.

YES X NO _____

6. Have you filed your prepetition tax returns. (If not, attach a written explanation.)

YES X No _____

I hereby certify, under penalty of perjury, that the information provided above and in the attached documents is true and correct to the best of my information and belief.

Dated: November 19, 2009	/s/ Sanford R. Edlein
	Debtor in Possession

	Chief Restructuring Officer	(231) 941-0073
	Title	Phone

FORM 1

HUDSON PIPELINE & PROCESSING CO, LLC (“HPPC”)

EXPLANATORY NOTES TO THE MONTHLY OPERATING REPORT

DATED AS OF OCTOBER 31, 2009

This Monthly Operating Report (“MOR”) has been signed by the Company’s Chief Restructuring Officer, Sanford R. Edlein. The MOR was prepared by Aurora Oil & Gas Corporation’s (the “Company”) staff with management oversight on behalf of HPPC. Mr. Edlein does not have personal knowledge of every item identified in the MOR and has relied upon the work of Company management. In reviewing and signing the MOR, Mr. Edlein has relied upon the accuracy and integrity of the Company’s books and records, and it is possible that further review thereof may require amendment of the MOR.

This MOR is preliminary and unaudited and reflects results for the twelve days ended July 12, 2009 (pre-petition), nineteen days ended July 31, 2009 (post-petition), one month ended July 31, 2009, August 31, 2009 and September 30, 2009, one and ten months ended October 31, 2009 and balances as of July 12, 2009 (filing date), July 31, 2009, August 31, 2009, September 30, 2009 and October 31, 2009. This MOR should be read together and concurrently with the Company’s first quarter 2009 Form 10-Q that was filed with the Securities and Exchange Commission (“SEC”) on May 8, 2009 and the Company’s Annual Report on Form 10-K for fiscal 2008 filed with the SEC on March 13, 2009 for a comprehensive description of our current financial condition and operating results. This MOR should also be read together and concurrently with Forms 8-K filed with the SEC during 2009. This MOR is being provided to the Bankruptcy Court and the U.S. Trustee.

This MOR is unaudited and will not be subject to audit or review by our external auditors on a stand-alone basis at any time in the future. Results for this period as presented in the MOR are not necessarily indicative of the actual results for the period if all such matters were allocated to all periods in the quarter or year. Accordingly, each period reported in the MOR should not be viewed on a stand-alone basis, but rather in the context of previously reported financial results, including the Company’s SEC filings.

This MOR is presented in a format providing information required under local rules and incorporating measurements used for internal operating purposes, rather than in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. This MOR does not include certain financial statements and explanatory footnotes, including disclosures required under GAAP.

This MOR is presented on a stand alone basis for HPPC and does not include any eliminating entries. HPPC is a limited liability company that owns and operates various pipelines and processing facilities located in Hudson Township area of the Michigan Antrim play. The Company holds a 96.1% interest in HPPC.

CASE NAME: Hudson Pipeline & Processing Co., LLC

CASE NUMBER: 09-08254 (SWD)

OPERATING STATEMENTS

	PERIOD			PERIOD
	07/01/09 -			07/13/09 -			MONTH			MONTH			MONTH			MONTH			YTD			MONTH		MONTH
	07/12/09			07/31/09			Jul-09			Aug-09			Sep-09			Oct-09			Oct-09			Nov-09		Dec-09
REVENUES:
Transportation	$	36,859		$	57,278		$	94,137		$	91,636		$	91,816		$	91,646		$	907,228
Compression		59,844			103,787			163,631			184,232			181,494			180,825			1,654,002
Processing		19,282			29,935			49,217			48,268			47,114			47,004			476,152
Other income		3,361			5,657			9,018			8,729			8,685			8,684			163,425
3rd party transportation		1,558			2,388			3,946			3,902			3,840			3,832			343,614
Less: 3rd party transportation		(1,558	)		(2,388	)		(3,946	)		(3,902	)		(3,840	)		(3,832	)		(343,614	)
Total revenues		119,346			196,657			316,003			332,865			329,109			328,159			3,200,807			-		-
EXPENSES:
Pipeline and field operating expense		525			1,174			1,699			700			900			500			47,520
Processing operating expense		77,232			76,832			154,064			165,693			135,641			136,654			1,660,340
General and administrative expense		2,611			4,387			6,998			6,933			7,131			12,826			79,332
Depreciation		27,548			43,618			71,166			71,166			71,166			71,166			724,190
Taxes (refunds), other		1,348			2,000			3,348			5,777			8,218			8,218			46,635
Total expenses		109,264			128,011			237,275			250,269			223,056			229,364			2,558,017			-		-
NET INCOME	$	10,082		$	68,646		$	78,728		$	82,596			106,053			98,795		$	642,790			-		-

FORM 2

CASE NAME: Hudson Pipeline & Processing Co., LLC

CASE NUMBER: 09-08254 (SWD)

BALANCE SHEETS

	Filing Date			AS OF			AS OF			AS OF			AS OF			AS OF		AS OF
	07/12/09			07/31/09			08/31/09			09/30/09			10/31/09			11/30/09		12/31/09
ASSETS
CURRENT ASSETS:
Cash	$	1,861,927		$	1,989,537		$	2,097,689		$	2,307,208		$	2,267,209
Accounts receivable:
Trade		475,818			311,050			328,037			324,192			323,585
Members		106,754			106,754			106,754			106,754			106,754
Prepaid expenses		100,894			73,344			156,874			165,028			155,388
Total current assets		2,545,393			2,480,685			2,689,354			2,903,182			2,852,936			-		-
PIPELINES, PLANT AND EQUIPMENT
Pipelines		7,391,842			7,391,842			7,391,842			7,391,842			7,391,842
Plant		948,457			948,457			948,457			948,457			948,457
Equipment		2,560,696			2,560,696			2,560,696			2,560,696			2,560,696
Less: accumulated depreciation		(1,876,861	)		(1,920,479	)		(1,991,644	)		(2,062,810	)		(2,133,976	)
Total pipelines, plant and equipment, net		9,024,134			8,980,516			8,909,351			8,838,185			8,767,019			-		-
TOTAL ASSETS	$	11,569,527		$	11,461,201		$	11,598,705		$	11,741,367		$	11,619,955		$	-	$	-

LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES:
Accounts payable:
Trade	$	250,950	(1)	$	198,408		$	124,740		$	253,288		$	163,034
Affiliates		207,760	(1)		59,402			90,595			95,310			9,430
Accrued liabilities		41,648			70,898			176,964			88,993			53,603
Other current liabilities		104,197			104,197			104,197			104,197			104,197
Total current liabilities		604,555			432,905			496,496			541,788			330,264			-		-
LONG-TERM LIABILITIES:
Deferred gain on sale of natural gas compressor equipment		257,132			251,810			243,127			234,444			225,761
MEMBERS' EQUITY
Members’ equity		10,707,840	(1)		10,776,486			10,859,082			10,965,135			11,063,930
TOTAL LIABILITIES AND (DEFICIT) EQUITY	$	11,569,527		$	11,461,201		$	11,598,705		$	11,741,367		$	11,619,955		$	-	$	-

(1) - Trade accounts payable and members' equity were reduced by $45,327 and $273, respectively and affiliates accounts payable was increase by $45,600 from the informal report submitted to the U.S. Trustee as a result of adjustments to estimated accrued liabilities and to properly account for payables to affiliates.

FORM 3

CASE NAME: Hudson Pipeline & Processing Co., LLC

CASE NUMBER: 09-08254 (SWD)

SUMMARY OF OPERATIONS

SCHEDULE OF POST-PETITION TAXES PAYABLE

Filing Date

AS OF

07/12/09

07/31/09

08/31/09

09/30/09

10/31/09

11/30/09

12/31/09

INCOME TAXES WITHHELD:

Federal

State

Local

FICA WITHHELD

EMPLOYERS FICA

UNEMPLOYMENT TAX:

Federal

State

SEVERANCE TAXES

PROPERTY TAXES

STATE INCOME TAXES

WORKERS' COMPENSATION

TOTAL POST-PETITION TAXES PAYABLE

Note: HPPC does not have employees and therefore no payroll related liabilities exists. No other tax related payables exist at October 31, 2009.

AGING OF ACCOUNTS RECEIVABLE

	AGED AS OF			AS OF			AS OF			AS OF			AS OF			AS OF		AS OF
DAYS	07/12/09			07/31/09			08/31/09			09/30/09			10/31/09			11/30/09		12/31/09
0-29 Days	$	475,818	(1)	$	311,050	(1)	$	328,037	(1)	$	324,192		$	323,585
30-59 Days		-			-			-			-			-
60-89 Days		-			-			-			-			-
90+ Days		106,754	(2)		106,754	(2)		106,754	(2)		106,754	(2)		106,754	(2)
TOTAL	$	582,572		$	417,804		$	434,791		$	430,946		$	430,339		$	-	$	-

AGING OF ACCOUNTS PAYABLE

	AGED AS OF		AS OF		AS OF		AS OF		AS OF		AS OF		AS OF
DAYS	07/12/09		07/31/09		08/31/09		09/30/09		10/31/09		11/30/09		12/31/09
0-29 Days	$	200,928	$	164,827	$	80,182	$	234,650	$	83,532
30-59 Days		45,669		33,581		44,558		18,638		79,502
60-89 Days		4,353		-		-		-		-
90+ Days		-		-		-		-		-
TOTAL	$	250,950	$	198,408	$	124,740	$	253,288	$	163,034	$	-	$	-

Note: This form does not include intercompany accounts payable.

(1) - Amounts represent trade accounts receivable balances as of July 12, 2009, July 13, 2009 and August 31, 2009, respectively and were erroneously excluded from the September 22, 2009 and previous Form 8-K filings.

(2) - Amount is due from a member of HPPC, which can be offset against future distributions or reduction of member interest.

FORM 4

BANK RECONCILIATION AND CASH ACTIVITY REPORT

Month Ended October 31, 2009

Case Name: Hudson Pipeline & Processing Co., LLC

Case Number: 09-08255 (SWD)


	Bank:	Northwestern Bank		JPMorgan Chase			Charles Schwab & Co.
	Purpose (Type):	Operating Account		Operating Account (DIP)			Investment Account		TOTAL

	Bank Balance (10/31/09)	$	-	$	2,294,302		$	10,578	$	2,304,880

	Add: Deposits in Transit				-			-		-

	Subtract: Outstanding Checks				(37,671	)		-		(37,671	)

	Adjusted Bank Balance (10/31/09)	$	-	$	2,256,631		$	10,578	$	2,267,209

Cash Activity Report

A	Beginning Book Balance (9/30/09)	$	-	$	2,296,630		$	10,578	$	2,307,208

B	Receipts		-		323,913			0		323,914

C	Transfers In (from other accounts)		-		-			-		-

D	Balance Available		-		2,620,543			10,578		2,631,121

E	Disbursements		-		(363,913	)		-		(363,913	)

F	Transfers Out		-		-			-		-

G	Ending Book Balance (10/31/09)	$	-	$	2,256,631		$	10,578	$	2,267,209

* A sweep account at Northwestern Bank is associated with this operating account. Effective July 20, 2009, the sweep account was closed. The presentation of this account in the reconciliation and cash activity is consolidated for these associated accounts. Also, effective July 31, 2009, this operating account was closed. No further activity will appear in this account after July 31, 2009.

** A predecessor account at JPMorgan Chase was established prior to the petition date of 7/12/09, in anticipation of the filing. A minimal amount of activity occurred prior to the filing date, after which the account was closed/merged into the new JPMorgan Chase DIP account. The presentation of this account in the reconciliation and cash activity is consolidated for these accounts.

Other Monies on Hand

Hudson does not keep any cash on hand.

Cash Receipts and Disbursements Detail	TOTAL

Receipts
Operated Revenues	$	323,913
Other Receipts		-
Total Receipts	$	323,913

Disbursements
Operating Expenses	$	363,913
Other Disbursements		-
Total Disbursements	$	363,913

FORM 5

SCHEDULE OF IN-FORCE INSURANCE

For Month Ended October 31, 2009

Case Name: Hudson Pipeline & Processing Co., LLC

Case Number: 09-08255 (SWD)

Insurance Type	Carrier/Agent	Expiration Date
Building & Personal Property	Federal Insurance Company (Chubb)	1/1/2010
Oilfield Lease Property	Federal Insurance Company (Chubb)	1/1/2010
General Liability	Federal Insurance Company (Chubb)	1/1/2010
Pollution Liability	Federal Insurance Company (Chubb)	1/1/2010
Umbrella - Primary	Federal Insurance Company (Chubb)	1/1/2010
Umbrella - Second Layer	Arch Insurance Group	1/1/2010
Umbrella - Third Layer	Federal Insurance Company (Chubb)	1/1/2010

Note: Hudson Pipeline & Processing Co., LLC affirms that all necessary insurance coverages are in effect and all premium payments are current as of the ending date specified above.

FORM 7

Aurora Oil & Gas CORP - FORM 8-K - EX-99.2 - November 20, 2009

Attached files