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8-K/A - FORM 8-K/A - Crestwood Midstream Partners LPd261835d8ka.htm
EX-99.2 - THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME - Crestwood Midstream Partners LPd261835dex992.htm
EX-23.1 - CONSENT OF GRANT THORNTON LLP - Crestwood Midstream Partners LPd261835dex231.htm

Exhibit 99.1

Financial Statements and Report of Independent

Certified Public Accountants

Frontier Gas Services, LLC

For the years ending December 31, 2010, 2009 and 2008 and

for the three months ended March 31, 2011 and March 31, 2010


Exhibit 99.1

Report of Independent Certified Public Accountants

Members

Frontier Gas Services, LLC

We have audited the accompanying balance sheets of Frontier Gas Services, LLC as of December 31, 2010 and 2009, and the related statements of operations, members’ equity, and cash flows for each of the three years in the period ended December 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Frontier Gas Services, LLC as of December 31, 2010 and 2009, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

/s/ Grant Thornton LLP

Tulsa, Oklahoma

February 22, 2011


Frontier Gas Services, LLC

 

Balance Sheets

 

     March 31,     December 31,  
     2011     2010     2009  
     (unaudited)              

ASSETS

      

CURRENT ASSETS:

      

Cash

   $ 1,428,000      $ 2,083,517      $ 5,547,661   

Accounts receivable

     5,937,098        11,327,900        4,071,970   

Prepaid assets

     932,082        898,978        137,627   
  

 

 

   

 

 

   

 

 

 

Total current assets

     8,297,180        14,310,395        9,757,258   
  

 

 

   

 

 

   

 

 

 

PROPERTY AND EQUIPMENT

     159,409,404        150,730,186        29,915,124   

Less- accumulated depreciation

     (11,422,644     (9,107,746     (1,863,689
  

 

 

   

 

 

   

 

 

 

Property and equipment, net

     147,986,760        141,622,440        28,051,435   
  

 

 

   

 

 

   

 

 

 

DEFERRED LOAN COSTS, net

     661,260        644,762        —     

INTANGIBLE ASSETS, net

     21,579,614        21,925,582        12,119,454   

OTHER LONG-TERM ASSETS

     177,083        364,583        —     
  

 

 

   

 

 

   

 

 

 

Total assets

   $ 178,701,897      $ 178,867,762      $ 49,928,147   
  

 

 

   

 

 

   

 

 

 

LIABILITIES AND MEMBERS’ EQUITY

      

CURRENT LIABILITIES:

      

Accounts payable

   $ 4,330,991      $ 6,849,050      $ 2,303,036   

Amounts due to related parties

     186,547        59,398        173,083   

Other liabilities, current

     587,425        632,826        57,656   

Current portion of capital leases

     2,468,399        2,468,399        —     
  

 

 

   

 

 

   

 

 

 

Total current liabilities

     7,573,362        10,009,673        2,533,775   

LONG-TERM DEBT

     8,000,000        6,000,000        —     

CAPITAL LEASES

     5,759,599        6,376,699        —     

COMMITMENTS AND CONTINGENCIES

      

MEMBERS’ EQUITY, per accompanying statement

     157,368,936        156,481,390        47,394,372   
  

 

 

   

 

 

   

 

 

 

Total liabilities and members’ equity

   $ 178,701,897      $ 178,867,762      $ 49,928,147   
  

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.


Frontier Gas Services, LLC

 

Statements of Operations

 

     Three months ended March 31,      Years ended December 31,  
     2011     2010      2010     2009     2008  
     (unaudited)                     

REVENUES:

           

Gas sales

   $ 4,760,960      $ 5,428,732       $ 21,225,303      $ 12,411,461      $ 4,573,258   

Natural gas liquids sales

     5,534,826        4,183,401         18,155,382        13,197,309        —     

Gathering

     5,703,325        4,582,128         21,360,415        3,209,574        1,621,340   

Compression and other

     763,044        1,061,205         5,011,229        1,273,490        199,728   

Condensate sales

     239,996        46,074         519,614        194,755        —     
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total revenues

     17,002,151        15,301,540         66,271,943        30,286,589        6,394,326   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

EXPENSES:

           

Gas purchases

     8,967,453        8,479,852         34,350,512        23,041,098        4,525,515   

Operating

     3,452,517        1,927,215         10,122,996        2,839,569        798,367   

General and administrative

     886,536        773,118         3,738,524        2,812,280        1,847,093   

Depreciation and amortization

     2,660,866        1,880,213         8,627,930        1,944,922        489,560   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total expenses

     15,967,372        13,060,398         56,839,962        30,637,869        7,660,535   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

OTHER INCOME (EXPENSE):

           

Gain on business combination

     —          11,190,000         11,190,000        —          —     

Interest income

     254        34,825         84,606        21,478        78,145   

Interest expense

     (147,487     —           (119,569     —          (34,779
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

NET INCOME (LOSS)

   $ 887,546      $ 13,465,967       $ 20,587,018      $ (329,802   $ (1,222,843
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.


Frontier Gas Services, LLC

 

Statements of Members’ Equity

 

      Members’
Equity
 

BALANCE, January 1, 2008

   $ (414,426

CONTRIBUTIONS

     19,826,187   

NET LOSS

     (1,222,843
  

 

 

 

BALANCE, December 31, 2008

     18,188,918   

CONTRIBUTIONS

     29,535,256   

NET LOSS

     (329,802
  

 

 

 

BALANCE, December 31, 2009

     47,394,372   

CONTRIBUTIONS

     88,500,000   

NET INCOME

     20,587,018   
  

 

 

 

BALANCE, December 31, 2010

     156,481,390   

NET INCOME (unaudited)

     887,546   
  

 

 

 

BALANCE, March 31, 2011 (unaudited)

   $ 157,368,936   
  

 

 

 

The accompanying notes are an integral part of these financial statements.


Frontier Gas Services, LLC

 

Statements of Cash Flows

 

     For the three months ended March 31,     For the years ended Decembar 31,  
      2011     2010     2010     2009     2008  
     (unaudited)                    

CASH FLOWS FROM OPERATING ACTIVITIES:

          

Net income (loss)

   $ 887,546      $ 13,465,967      $ 20,587,018      $ (329,802   $ (1,222,843

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

          

Depreciation and amortization

     2,660,866        1,880,213        8,627,930        1,944,922        489,560   

Noncash general and administrative expenses

     —          —          —          535,256        1,826,187   

Amortization of loan costs

     42,487        —          42,486        —          —     

Gain on business combination

     —          (11,190,000     (11,190,000     —          —     

Change in operating assets and liabilities:

          

Accounts receivable

     5,390,802        (1,175,131     (7,255,930     (3,399,663     (615,712

Prepaid assets

     154,396        (309,811     (1,125,934     (126,128     (6,064

Accounts payable

     (2,518,059     (197,244     4,495,999        1,960,363        255,521   

Other current liabilities

     (45,401     3,110,334        470,240        3,473        (108,616

Amounts due to related parties

     127,149        330,385        (113,685     2,451        (43,667
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

     6,699,786        5,914,713        14,538,124        590,872        574,366   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

          

Additions to property and equipment

     (8,679,218     (3,094,640     (59,944,434     (3,501,163     (8,866,385

Cash paid for acquisition

     —          (49,402,187     (49,402,187     (25,000,000     —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

     (8,679,218     (52,496,827     (109,346,621     (28,501,163     (8,866,385
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

          

Contributions

     —          69,000,000        88,500,000        29,000,000        18,000,000   

Borrowings on long-term debt

     2,000,000        —          6,000,000        —          —     

Payments of loan costs

     (58,985     (19,638     (687,248     —          —     

Payments on capital leases

     (617,100     (617,100     (2,468,399     —          —     

Payment on FES line of credit

     —          —          —          —          (8,500,000

Borrowings on FES line of credit

     —          —          —          —          3,000,000   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by financing activities

     1,323,915        68,363,262        91,344,353        29,000,000        12,500,000   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

NET (DECREASE) INCREASE IN CASH

     (655,517     21,781,148        (3,464,144     1,089,709        4,207,981   

CASH, beginning of year

     2,083,517        5,547,661        5,547,661        4,457,952        249,971   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

CASH, end of year

   $ 1,428,000      $ 27,328,809      $ 2,083,517      $ 5,547,661      $ 4,457,952   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

          

Cash paid for interest, net of interest capitalized of $25,000, $0, $0, $0 and $45,510

   $ —        $ —        $ 70,139      $ —        $ 227,142   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

NONCASH INVESTING AND FINANCING ACTIVITES:

          

Purchase of fixed assets on capital lease

   $ —        $ 11,313,497      $ 11,313,497      $ —        $ —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Accrued purchases of property and equipment

   $ —        $ —        $ 154,945      $ —        $ —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.


Frontier Gas Services, LLC

Notes to financial statements

March 31, 2011 and 2010 (unaudited) and December 31, 2010, 2009 and 2008

A - BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

  1. General

Frontier Midstream, LLC (“Midstream”), a Delaware limited liability company and Frontier Gas Services, LLC (“Gas”), a Delaware limited liability company (together, the “Company”) are engaged in the acquisition, enhancement, operations and divesting of gathering, processing, transportation and other midstream assets, including product marketing. The Company is headquartered in Tulsa, Oklahoma.

Midstream was formed in 2006 as a wholly owned subsidiary of Frontier Energy Services, LLC (“FES”). On February 25, 2008, a majority interest in Midstream was acquired by Energy Spectrum Partners V LP (“ESP”), an equity investment group located in Dallas, Texas with a capital contribution of $18,000,000. Gas was formed on July 17, 2009. In August 2009, Midstream contributed its Indian Creek System to Gas in conjunction with a $5,000,000 cash contribution from TPF II Gas Services, LLC (“TPF”). Midstream’s other gathering systems, Wilson Creek and Rose Bud, were later contributed to Gas in November 2009. The contribution of assets from Midstream to Gas was accounted for as a combination of entities under common control, which is similar to the pooling of interest method of accounting for business combinations. Accordingly, these financial statements give retrospective effect to these transactions; and therefore, the Company’s results from January 1, 2008 through the dates contributed include all operations and transactions of the contributed gathering systems.

The Company currently has six gathering systems. The Rose Bud System was constructed and brought online in 2007. The Wilson Creek System was constructed and brought online in 2008. Both are located in the Fayetteville Shale Play in Arkansas. The Indian Creek System was acquired in January 2009 from Indian Creek Gas Processing, L.P. and Central Plains Pipeline Company, L.L.C. and is located in Roberts County, Texas. In 2010, the Company purchased two systems (Note C) and constructed the Woolly Hollow System. The Twin Groves, Prairie Creek and Woolly Hollow systems are located in the Fayetteville Shale Play in Arkansas.

Midstream has two classes of membership. The majority Class A membership is held by ESP. Class B membership is held by FES. Ownership percentages are determined by capital contributions of each membership class. Currently, Class A membership holds the majority interest of ownership. In general, the profits of Midstream are allocated between membership classes based upon multi-tiered payouts outlined in the agreement between the membership classes. No member shall be liable for the debts, obligations, or liabilities of Midstream, including under a judgment decree or order of a court.

 

  2. Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, if any, at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Although management believes the estimates are appropriate, actual results could differ from those estimates.


Frontier Gas Services, LLC

Notes to financial statements — continued

March 31, 2011 and 2010 (unaudited) and December 31, 2010, 2009 and 2008

 

  3. Interim Financial Statements

The accompanying interim financial statements at March 31, 2011 and for the three months ended March 31, 2011 and 2010 for the Company have not been audited by the Company’s independent certified public accountants. In the opinion of management, the accompanying interim financial statements reflect all adjustments necessary to present fairly the Company’s financial position at March 31, 2011 and its results of operations and its cash flows for the three months ended March 31, 2011 and 2010. All such adjustments are of a normal recurring nature. In preparing the accompanying interim financial statements, management has made certain estimates and assumptions that affect reported amounts in the interim financial statements and disclosures of contingencies. Actual results may differ from those estimates. The results from interim periods are not necessarily indicative of annual results.

 

  4. Concentration and Credit Risks

The Company places its cash with high-quality institutions. At times, such balances may be in excess of the Federal Deposit Insurance Corporation insurance limit.

The Company derives its revenue from customers in the natural gas industry. This industry concentration has the potential to impact the Company’s overall exposure to credit risk, either positively or negatively, in that its customers could be affected by similar changes in economic, industry or other conditions. However, the Company believes that the credit risk posed by this industry concentration is offset by the creditworthiness of its customer base. The Company’s portfolio of accounts receivable is comprised primarily of mid-size to large domestic corporate entities. At March 31, 2011 (unaudited) and December 31, 2010 and 2009, three, four and three customers accounted for approximately 98% 100% and 100% of total accounts receivable, respectively. Approximately 96% and 95% of the Company’s net sales were provided by three and four customers for the three months ended March 31, 2011 and 2010 (unaudited), respectively, and 95%, 81%, and 95% of the Company’s net sales were provided by four, two and three customers for the years ended December 31, 2010, 2009 and 2008, respectively.

 

  5. Accounts Receivable

Accounts receivable are recorded at amounts billed to customers. Credit is extended based on an evaluation of a customer’s financial condition and generally, collateral is not required. Amounts outstanding longer than the contractual terms are considered past due. An allowance for doubtful accounts, if necessary, is based on management’s assessment of the realizability of customer accounts. Management’s assessment is based on the overall creditworthiness of the Company’s customers and specific disputes, if any. Management believes that no allowance for doubtful accounts was necessary at March 31, 2011 (unaudited) and December 31, 2010 and 2009.

 

  6. Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation except when obtained through business combination (Note C). The Company charges repairs and maintenance expense against income when incurred and capitalizes renewals and betterments that extend the useful life or expand the capacity of the existing assets. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives (ranging from 4 to 20 years) of the respective assets. Additionally, the Company capitalizes interest directly related to the construction of assets.

 

2


Frontier Gas Services, LLC

Notes to financial statements — continued

March 31, 2011 and 2010 (unaudited) and December 31, 2010, 2009 and 2008

 

The cost of property and equipment sold or otherwise disposed of, and the related accumulated depreciation is removed from the accounts, and any gain or loss is reflected in current operations.

The Company reviews long-lived assets for impairment at least annually and upon the occurrence of events or changes in circumstances that indicate that the carrying amount of such assets may not be recoverable. If such a review should indicate that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. No impairment of long-lived assets was required during the periods presented.

 

  7. Intangible Assets

Intangible assets consist of gas contracts. The gas contracts were acquired by the Company during acquisitions—See Note C. These contracts are amortized over the contract lives using the straight-line method.

 

  8. Revenue Recognition

The Company’s natural gas sales and purchase arrangements are accounted for on a gross basis in the statement of operations as sales and purchases, respectively. These transactions are contractual arrangements that establish the terms of the purchase of natural gas at a specified location and the sale at a different location at the specified date. Both sale and purchase transactions require physical delivery of the natural gas and the risk and reward of ownership are evidenced by title transfer, assumption of environmental risk, transportation scheduling, credit risk and counterparty nonperformance risk.

Service revenues generated include fee-based arrangements for natural gas gathering or compressing, treating or processing of those volumes of natural gas that flow through the gathering systems. The service revenues are recognized in the period when the service is provided.

 

  9. Income Taxes

The Company is structured as a limited liability company. Therefore, no provision for income taxes has been recorded in the Company’s financial statements. The Company’s earnings and losses for federal and state income tax purposes are included in the tax returns for the individual members.

The Company evaluates uncertain tax positions for recognition and measurement in the financial statements. To recognize a tax position, the Company determines whether it is more likely than not that the tax positions will be sustained upon examination, including resolution of any related appeals or litigation, based on the technical merits of the position. A tax position that meets the more likely than not threshold is measured to determine the amount of benefit to be recognized in the financial statements. The amount of tax benefit recognized with respect to any tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon settlement. The Company had no uncertain tax positions that required recognition in the financial statements at March 31, 2011 (unaudited) and December 31, 2010 and 2009. Any interest or penalties would be recognized as a component of income tax expense.

 

3


Frontier Gas Services, LLC

Notes to financial statements — continued

March 31, 2011 and 2010 (unaudited) and December 31, 2010, 2009 and 2008

 

  10. Equity Compensation

The Company accounts for equity-based compensation to employees at fair value. The cost of employee services received in exchange for equity instruments is measured based on the grant-date fair value of those instruments. That cost is recognized as compensation expense over the requisite service period (often the vesting period). Awards subject to performance criteria vest when it is probable that the performance criteria will be met. Generally, no compensation cost is recognized for equity instruments that do not vest.

B - PROPERTY AND EQUIPMENT

Property and equipment consist of the following at:

 

      March 31,      December 31,  
      2011      2010      2009  
     (unaudited)                

Property and equipment

        

Construction in progress

   $ 24,961,968       $ 16,332,900       $ 3,034,053   

Pipeline systems

     133,678,888         133,628,738         26,666,512   

Trucks

     411,410         411,410         108,504   

Furniture and fixtures

     357,138         357,138         106,055   
  

 

 

    

 

 

    

 

 

 
     159,409,404         150,730,186         29,915,124   

Accumulated depreciation

     11,422,644         9,107,746         1,863,689   
  

 

 

    

 

 

    

 

 

 
   $ 147,986,760       $ 141,622,440       $ 28,051,435   
  

 

 

    

 

 

    

 

 

 

For the three months ended March 31, 2011 and 2010 (unaudited) the Company recorded depreciation expense of $2,314,898 and $1,534,245, respectively, and $7,244,057, $1,307,056 and $489,560, for the years ended December 31, 2010, 2009 and 2008, respectively.

At March 31, 2011 (unaudited) and December 31, 2010 and 2009, the construction in progress represents costs incurred in the ongoing construction of the Company’s gathering systems. Accordingly, no depreciation expense was recorded for these costs.

During 2010, the Company leased certain compressors which are accounted for as capital leases. At March 31, 2011 (unaudited) and December 31, 2010, the total capitalized cost of the leases is $11,313,497 with accumulated depreciation of $3,085,499 and $2,468,399, respectively.

C - ACQUISITIONS

On January 1, 2010, the Company entered into an asset sale agreement with Arkansas Midstream Gas Services, Corp., to acquire 100% of the natural gas gathering systems located in Conway and Faulkner counties in Arkansas for $49.4 million. The Company assumed no liabilities in the transaction. As part of the transaction, the Company executed a 10 year contractual arrangement, with a renewal option, for which they receive monthly gathering fees. The acquisition was funded through capital contributions and was accounted for using the purchase method of accounting. Accordingly, the assets acquired were recorded at their fair values. The tangible assets were valued utilizing the cost approach and the intangible asset was valued using the income approach. The assumptions used to estimate the fair values reflect the best estimate

 

4


Frontier Gas Services, LLC

Notes to financial statements — continued

March 31, 2011 and 2010 (unaudited) and December 31, 2010, 2009 and 2008

 

of how the Company believes market participants would benefit from the use of the assets being valued. The Company did utilize an expert in valuation techniques to assist in the formulation of the fair value estimates. The resulting valuation resulted in the Company recognizing a gain of approximately $11.2 million for the excess of the fair value of assets acquired compared to the consideration paid.

There were several factors that the Company believes contributed to the $11.2 million gain recognized in the acquisition including: seller’s business strategy and capital requirements, limited potential buyers in the region, and the historical business relationship created between the seller and the Company. The operating results of the business acquired have been included in the Company’s results of operations from the date of acquisition.

The value of the Twin Groves and Prairie Creek acquisition has been allocated to the assets acquired at the date of the acquisition as summarized in the table below:

 

Property and equipment

   $ 49,402,187   

Gas contracts

   $ 11,190,000   
  

 

 

 

Total fair value

   $ 60,592,187   
  

 

 

 

Gain recognized on business combination

   $ 11,190,000   
  

 

 

 

On January 9, 2009, the Company purchased certain assets of Indian Creek natural gas processing plant and related gathering system, and the Central Plains gas liquids pipeline, which are located in Roberts County, Texas, for $25,000,000. The acquisition was primarily funded through capital contributions from ESP, which totaled $24,000,000. The acquisition was accounted for using the purchase method of accounting, and the operating results of the business acquired have been included in the Company’s results of operations from the date of acquisition.

The cost of the Indian Creek acquisition has been allocated to the assets acquired at the date of the acquisition as summarized in the table below:

 

Property and equipment

   $ 12,242,680   

Gas contracts

     12,757,320   
  

 

 

 

Total fair value

   $ 25,000,000   
  

 

 

 

D - INTANGIBLE ASSETS

Intangible assets consist of gas contracts. The following table summarizes the Company’s investment in and net carrying value of its recorded intangible assets:

 

     March 31,
2011
     December 31,  
     (unaudited)      2010      2009  

Intangible assets, gross

   $ 23,947,320       $ 23,947,320       $ 12,757,320   

Accumulated amortization

     2,367,706         2,021,738         637,866   
  

 

 

    

 

 

    

 

 

 

Intangible assets, net of amortization

   $ 21,579,614       $ 21,925,582       $ 12,119,454   
  

 

 

    

 

 

    

 

 

 

 

5


Frontier Gas Services, LLC

Notes to financial statements — continued

March 31, 2011 and 2010 (unaudited) and December 31, 2010, 2009 and 2008

 

For the three months ended March 31, 2011 and 2010 (unaudited) the Company recorded amortization expense of $345,968 and $345,968, respectively, and $1,383,872, $637,866 and $0, for the years ended December 31, 2010, 2009 and 2008, respectively.

Future amortization expense for intangible assets is currently expected to be: $1,037,898 in the remainder of 2011; $1,383,866 in each of the years 2012—2015; and $15,006,252 cumulatively in 2016 and beyond. The intangible assets have useful lives of 15 to 20 years.

E - LONG-TERM DEBT

On October 7, 2010, the Company entered into a revolving credit agreement and note agreement with a bank. The initial line of credit is $50.0 million and has a maturity date of October 7, 2014. Interest is paid quarterly at either the “Daily Adjusting LIBOR Rate” or the “Prime-based Rate” plus an applicable margin as defined in the agreement (5.0% at March 31, 2011 (unaudited)). The Company had $8.0 million and $6.0 million outstanding on the revolving credit agreement at March 31, 2011 (unaudited) and December 31, 2010, respectively.

Substantially all of the Company’s fixed assets serve as collateral under the agreement. The Company is subject to certain financial and nonfinancial covenants including, but not limited to, maintenance of an interest coverage ratio and debt to consolidated EBITDA ratio. The Company was in compliance with its debt covenants at March 31, 2011 (unaudited).

The Company had a $10,000,000 line of credit agreement with FES that was terminated in March 2008 upon receipt of the capital contribution from ESP. Under the agreement, amounts borrowed were charged interest at a rate plus .5% for the first $5,000,000 borrowed and at the Bank of Oklahoma financial corporation prime rate less .5% for the second $5,000,000. Prior to termination of the agreement, the base rate charged was 7.75%.

F - CAPITAL LEASES

As discussed in Note B, the Company entered into several new leases for compressors during the year which are accounted for as capital leases. The total liability outstanding at March 31, 2011 (unaudited) related to these leases was $8,227,998.

Future minimum lease payments of capital leases:

 

$0,000,00000

Remaining 2011

   $ 2,144,880   

2012

     2,859,840   

2013

     2,859,840   

2014

     1,161,810   
  

 

 

 

Total payments

     9,026,370   

Imputed interest

     (798,372
  

 

 

 

Present value of future payments

   $ 8,227,998   
  

 

 

 

 

6


Frontier Gas Services, LLC

Notes to financial statements — continued

March 31, 2011 and 2010 (unaudited) and December 31, 2010, 2009 and 2008

 

G - FINANCIAL INSTRUMENTS

The approximate fair values of all the financial instruments, including cash, accounts receivable and accounts payables approximate their carrying values, due to their short-term nature. Additionally, the estimated fair value of borrowings under the revolving credit facility approximates its carrying value due to the debt agreements being so recent in nature.

H - COMMITMENTS AND CONTINGENCIES

 

  1. Leases

In addition to the capital leases discussed in Note F, the Company entered into operating leases for operating equipment, specifically compressors.

Future minimum lease payments for all non-cancelable operating leases at March 31, 2011 (unaudited) are $2,693,775 in remaining 2011; $1,694,160 in 2012 and $141,024 in 2013.

For the three months ended March 31, 2011 and 2010 (unaudited), rent expense was $1.1 million and $1.4 million, respectively, and $5.5 million, $1.0 million, and $0.1 million, for the years ended December 31, 2010, 2009 and 2008, respectively.

 

  2. Purchase Commitment

At March 31, 2011 (unaudited), the Company had a commitment to purchase a cryogenic unit for $6,029,295. Milestone payments under the commitment are due upon completion of certain steps in the production process for the cryogenic unit. Production of the unit is expected to be completed by August 2011. As of March 31, 2011 (unaudited), the Company had made payments under the commitment of $3,652,601. Cancellation fees apply if the Company cancels the commitment prior to completion.

 

  3. Litigation

From time to time, the Company may be a party to various legal and/or regulatory proceedings incidental to its business. Certain claims, suits and complaints arising in the ordinary course of business have been filed or are pending against the Company from time to time. The Company cannot predict with certainty the outcome or effect of the pending matters. However, in the opinion of management, such pending matters would not have a significant effect on the financial position or results of operations of the Company.

I - RELATED PARTY TRANSACTIONS

As provided by the limited liability company agreement, Midstream and Gas have management agreements with FES whereby FES agreed to provide management, general and administrative services to the Company. To the extent the Company has cash to reimburse FES, FES is reimbursed by the Company for all direct general and administrative expenses, including office equipment and other necessary office expenses. Expenses that are not reimbursed are deemed to be capital contributions by FES. During the three months ended March 31, 2011 and 2010 (unaudited), the Company incurred no unreimbursed expenses under this agreement, and incurred $0, $535,256 and $1,826,187 for the years ended December 31, 2010, 2009 and 2008, respectively. This amount is included in general and administrative expenses in the statement of

 

7


Frontier Gas Services, LLC

Notes to financial statements — continued

March 31, 2011 and 2010 (unaudited) and December 31, 2010, 2009 and 2008

 

operations. At March 31, 2011 (unaudited), December 31, 2010 and 2009, $186,547, $59,398 and $173,083 was payable to FES and there were no receivables from FES, respectively.

The Company also had sales of gas to Tenaska Marketing Ventures, an affiliate of TPF of $0 and $5.5 million for the three months ended March 31, 2011 and 2010 (unaudited), respectively, and $18.0 million, $11.6 million and $0 for the years ended December 31, 2010, 2009 and 2008, respectively. Receivables from TPF at March 31, 2011 (unaudited), December 31, 2010 and 2009 were $0, $1.6 million and $1.5 million, respectively.

J - SUBSEQUENT EVENTS

On April 1, 2011, the Company completed a transaction with Crestwood Midstream Partners LP and sold all of its pipeline systems and related assets for $338 million. In conjunction with the completed transaction, the Company paid the $8 million outstanding on its line of credit. As of December 9, 2011, the date the financial statements were available to be issued, the balance outstanding on the line of credit was zero.

Management has evaluated subsequent events through December 9, 2011, the date the financial statements were available to be issued. No additional subsequent events were identified requiring recognition or disclosure in the accompanying financial statements.

 

8