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8-K/A - FORM 8-K/A - GreenHunter Resources, Inc.d342011d8ka.htm
EX-99.2 - PRO FORMA FINANCIAL INFORMATION FOR THE ACQUISITION OF HUNTER DISPOSAL LLC - GreenHunter Resources, Inc.d342011dex992.htm
Table of Contents

Exhibit 99.1

INDEX TO FINANCIAL STATEMENTS

 

Report of Independent Registered Public Accounting Firm

  

Balance Sheets at December 31, 2011 and 2010

     1   

Statements of Operations for the years ended December 31, 2011and 2010

     2   

Statement of Changes in Member’s Equity for the years ended December 31, 2011 and 2010

     3   

Statements of Cash Flows for the years ended December 31, 2011 and 2010

     4   

Notes to Financial Statements

     5   


Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

Magnum Hunter Resources Corporation

We have audited the accompanying balance sheets of Hunter Disposal, LLC (“the Company”) as of December 31, 2011 and 2010, and the related statements of operations, changes in member’s equity, and cash flows for each of the years then ended. 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 the standards of the Public Company Accounting Oversight Board (United States). 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 examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2011 and 2010, and the results of its operations and cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Hein & Associates LLP

Dallas, Texas

April 6, 2012


Table of Contents

Hunter Disposal, LLC.

Balance Sheets

 

     December 31,  
     2011      2010  

ASSETS

     

CURRENT ASSETS

     

Accounts receivable

   $ 2,355,636       $ 240,946   

Accounts receivable—related party

     2,217,010         —     

Prepaid expenses

     —           9,699   
  

 

 

    

 

 

 

TOTAL CURRENT ASSETS

     4,572,646         250,645   
  

 

 

    

 

 

 

PROPERTY & EQUIPMENT, net

     3,371,656         2,824,061   

OTHER ASSETS

     

Deposits

     29,717         14,483   
  

 

 

    

 

 

 

TOTAL ASSETS

   $ 7,974,019       $ 3,089,189   
  

 

 

    

 

 

 

LIABILITIES & MEMBER’S EQUITY

     

CURRENT LIABILITIES

     

Bank overdraft

   $ 355,517       $ 25,753   

Current portion of long term debt

     82,675         64,934   

Current portion of long term debt—related party

     33,430         30,505   

Accounts payable

     2,276,921         248,838   

Accounts payable—related party

     —           434,933   

Accrued expenses

     20,784         11,291   
  

 

 

    

 

 

 

TOTAL CURRENT LIABILITIES

     2,769,327         816,254   
  

 

 

    

 

 

 

Long term debt

     189,577         235,950   

Long term debt—related party

     50,145         83,576   

Asset retirement obligation

     26,928         42,404   
  

 

 

    

 

 

 

TOTAL LIABILITIES

     3,035,977         1,178,184   
  

 

 

    

 

 

 

COMMITMENT (Note 6)

     

MEMBER’S EQUITY

     

Contributed capital

     1,358,057         1,358,057   

Retained Earnings

     3,579,985         552,948   
  

 

 

    

 

 

 

TOTAL MEMBER’S EQUITY

     4,938,042         1,911,005   
  

 

 

    

 

 

 

TOTAL LIABILITIES AND MEMBER’S EQUITY

   $ 7,974,019       $ 3,089,189   
  

 

 

    

 

 

 

See accompanying notes to the financial statements

 

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Table of Contents

Hunter Disposal, LLC.

Statements of Operations

 

     For the Year Ended December 31,  
     2011     2010  

REVENUE

    

Water disposal revenue

   $ 11,224,840      $ 961,437   

Water disposal revenue—related party

     1,852,032        666,494   
  

 

 

   

 

 

 

TOTAL REVENUE

     13,076,872        1,627,931   
  

 

 

   

 

 

 

EXPENSES

    

Water disposal

     9,058,973        853,651   

General and Administrative

     661,693        53,247   

Depreciation

     328,267        167,245   
  

 

 

   

 

 

 

TOTAL EXPENSES

     10,048,933        1,074,143   
  

 

 

   

 

 

 

OPERATING INCOME

     3,027,939        553,788   

OTHER INCOME (EXPENSE)

    

Other Income

     19,919        8,367   

Interest Expense

     (20,821     (9,207
  

 

 

   

 

 

 

NET INCOME

   $ 3,027,037      $ 552,948   
  

 

 

   

 

 

 

See accompanying notes to the financial statements

 

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Table of Contents

Hunter Disposal, LLC.

Statement of Changes in Member’s Equity

 

     CONTRIBUTED      RETAINED      TOTAL  
     CAPITAL      EARNINGS      EQUITY  

Balances at January 1, 2010

   $ —         $ —         $ —     

Contribution of assets

     1,358,057         —           1,358,057   

Net income

     —           552,948         552,948   
  

 

 

    

 

 

    

 

 

 

Balances at December 31, 2010

   $ 1,358,057       $ 552,948       $ 1,911,005   

Net income

     —           3,027,037         3,027,037   
  

 

 

    

 

 

    

 

 

 

Balances at December 31, 2011

   $ 1,358,057       $ 3,579,985       $ 4,938,042   
  

 

 

    

 

 

    

 

 

 

See accompanying notes to the financial statements

 

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Table of Contents

Hunter Disposal, LLC.

Statements of Cash Flows

 

     For the Year Ended December 31,  
     2011     2010  

Cash flows from operating activities

    

Net income

   $ 3,027,037      $ 552,948   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation

     328,267        167,245   

Changes in operating assets and liabilities:

    

Accounts receivable

     (2,201,764     (240,946

Prepaid expenses

     9,699        (9,699

Bank overdraft

     329,764        25,753   

Accounts payable

     2,268,944        145,874   

Accounts payable/receivable—related party

     (2,642,608     434,933   

Accrued expenses

     9,491        (48,865

Change in deposits

     (15,234     (14,483
  

 

 

   

 

 

 

Net cash provided by operating activities

     1,113,596        1,012,760   
  

 

 

   

 

 

 

Cash flows from investing activities

    

Capital expenditures

     (1,054,457     (1,332,855
  

 

 

   

 

 

 

Net cash used in investing activities

     (1,054,457     (1,332,855
  

 

 

   

 

 

 

Cash flows from financing activities

    

Proceeds from borrowings on debt

     44,200        344,960   

Payment of loan

     (103,339     (24,865
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     (59,139     320,095   
  

 

 

   

 

 

 

Net change in cash and cash equivalents

     —          —     

Cash and cash equivalents, beginning of year

     —          —     
  

 

 

   

 

 

 

Cash and cash equivalents, end of year

   $ —        $ —     
  

 

 

   

 

 

 

Cash paid for interest

   $ 20,648      $ 8,598   
  

 

 

   

 

 

 

NON CASH TRANSACTIONS:

    

Contribution of assets

   $ —        $ 1,358,057   
  

 

 

   

 

 

 

Accrued capital expenditures

   $ —        $ 163,120   
  

 

 

   

 

 

 

See accompanying notes to the financial statements

 

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Table of Contents

Hunter Disposal, LLC.

Notes to the Financial Statements

NOTE 1—ORGANIZATION AND NATURE OF OPERATIONS

Hunter Disposal, LLC. (the Company, “we”, “us” or “our”) was formed in January 2010 and is a wholly-owned subsidiary of Triad Hunter, LLC. (Triad or the Parent). On February 12, 2010, Magnum Hunter Resources Corporation (Magnum Hunter) completed the acquisition of Triad and its subsidiaries and contributed certain assets into the Company. The activities of the Company and the predecessor business, which contained the contributed assets, were immaterial in 2010 prior to the contribution by Magnum Hunter. The Company performs water disposal services for Triad and third party customers in the Appalachian Region of the United States.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles and Presentation. Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates are based on information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. The most significant estimates are for depreciable lives of our fixed assets and for the cost of asset retirement obligations. Actual results could differ from those estimates under different assumptions and conditions.

Accounts Receivable. Accounts receivable consists of service revenue receivable from our water disposal activities, generally due within 30 days. We do not require collateral for accounts receivable, but perform periodic credit evaluations on our customers’ financial condition. We review accounts receivable periodically and reduce the carrying amounts by a valuation allowance that reflects our best estimate of the amount that may not be collectible. We had an allowance for doubtful accounts of $25 thousand and $0 at December 31, 2011 and 2010, respectively.

Property and Equipment. Our property and equipment is carried at cost and is composed of the following.

 

     December 31,  
     2011     2010  

Land

   $ 15,120      $ 15,120   

Buildings

     232,074        47,000   

Furniture, fixtures and equipment

     14,686        —     

Vehicles

     991,514        805,564   

Salt water storage and disposal equipment

     786,187        329,474   

Salt water disposal wells

     1,823,100        1,790,744   
  

 

 

   

 

 

 
     3,862,681        2,987,902   

Less accumulated depreciation

     (491,025     (163,841
  

 

 

   

 

 

 

Net property and equipment

   $ 3,371,656      $ 2,824,061   
  

 

 

   

 

 

 

Depreciation of property and equipment is provided using the straight line method over various useful lives ranging from 3 to 15 years.

Depreciation expense was $328 thousand and $167 thousand, for the years ended December 31, 2011 and 2010, respectively.

Revenue Recognition. Revenues from water disposal activities are recognized at the time the services are provided and earned as provided in the various contract agreements.

Water Disposal Expense. Water disposal costs include trucking, fuel, maintenance, salaries, insurance, and other operating costs which are expensed as incurred and included in water disposal expense on our statements of operations.

Income Taxes. The Company and Magnum Hunter file a consolidated Federal income tax return. The Company records Federal income tax expense (benefit) as if it filed a separate return. Since the Company is an LLC it is not subject to Federal income taxes and does not record a Federal tax provision. The Company is responsible for state taxes, which are immaterial through December 31, 2011.

 

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Table of Contents

Hunter Disposal, LLC.

Notes to the Financial Statements

We had no uncertain tax positions at December 31, 2011

The Company filed a consolidated return with Magnum Hunter. During the year ended December 31, 2011, Magnum Hunter has not incurred any interest or penalties on its income tax returns. Magnum Hunter’s tax returns are subject to possible examination by the taxing authorities. For Federal income tax purposes the tax returns essentially remain open for possible examination for a period of three years after the date on which those returns are filed.

Fair Value of Financial Instruments. The carrying amounts of financial instruments including accounts receivable, and accounts payable approximate fair value, as of December 31, 2011.

Asset Retirement Obligation. Our asset retirement obligation primarily represents the estimated present value of the amount we will incur to plug, abandon and remediate our salt water disposal wells at the end of their productive lives, in accordance with applicable federal, state and local laws. We determine our asset retirement obligation by calculating the present value of estimated cash flows related to the liability. The retirement obligation is recorded as a liability at its estimated present value as of the asset’s inception, with an offsetting increase to property and equipment. Periodic accretion of discount of the estimated liability is recorded as accretion expense in the consolidated statements of operations.

Our liability is determined using significant assumptions, including current estimates of plugging and abandonment costs, annual inflation of these costs, the productive lives of our wells and our risk-adjusted interest rate. Changes in any of these assumptions can result in significant revisions to the estimated asset retirement obligation.

NOTE 3—ASSET RETIREMENT OBLIGATIONS

The following table summarizes the Company’s asset retirement obligation transactions during the years ended December 31:

 

     2011     2010  

Asset retirement obligation at beginning of period

   $ 42,404      $ —     

Obligations of contributed assets

     —          39,000   

Liabilities settled

     (16,558 )     —     

Accretion expense

     1,082        3,404   
  

 

 

   

 

 

 

Asset retirement obligation at end of period

   $ 26,928      $ 42,404   
  

 

 

   

 

 

 

NOTE 4—NOTES PAYABLE

The Company entered into notes payable for vehicles with varying terms due through January 2015, the outstanding balance as of December 31, 2011 and 2010 was $272 thousand and $301 thousand, respectively.

Note Payable to Related Party

During 2008, Alpha Hunter Drilling, LLC (Alpha Hunter), a subsidiary of Triad, financed the purchase of a truck for Hunter Disposal. The interest rate on the borrowing is 4.25%. The outstanding balance owed to Alpha Hunter as of December 31, 2011 and 2010 were $84 thousand and $114 thousand, respectively.

The following table presents the approximate annual maturities of debt for the year ended December 31:

 

2012

   $ 116,105   

2013

     118,432   

2014

     107,105   

2015

     14,185   
  

 

 

 
   $ 355,827   
  

 

 

 

 

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Table of Contents

Hunter Disposal, LLC.

Notes to the Financial Statements

NOTE 5—RELATED PARTY TRANSACTIONS

During 2011 and 2010, the Company provided water disposal service of $1.8 million and $666 thousand, respectively, to its Parent. Accounts receivable from Parent were $2.2 million and $0 as of December 31, 2011 and 2010, respectively. During 2010, the Company’s parent assisted in funding operations by providing cash. The accounts payable to the parent at December 31, 2011 and 2010 was $0 and $435 thousand, respectively.

During 2011 and 2010, the Company provided water disposal service of $87 thousand and $0, respectively, to GreenHunter Energy, Inc and rented storage tanks from GreenHunter of $78 thousand and $0 for the year ended December 31, 2011 and 2010, respectively. The net accounts receivable from GreenHunter was $9 thousand and $0 as of December 31, 2011 and 2010, respectively.

During 2011 and 2010, a portion of the Company’s general and administrative expenses are allocated from its Parent. Management believes the allocation method is reasonable and the amounts allocated along with expenses directly incurred by the Company are representative of what would have been incurred for similar expenses if the Company was a stand-alone company. Total general and administrative expenses allocated were $246 thousand and $20 thousand for the years ended December 31, 2011 and 2010, respectively.

NOTE 6—COMMITMENT

The Company is guarantor of a note payable of Alpha Hunter due June 2014. Trucks purchased with the proceeds of the note are the collateral on the note. The outstanding balance on this note as of December 31, 2011 and 2010 was $6.2 million and $2.7 million, respectively. The Company would be obligated for the full amount of the note if Triad defaulted, which the Company believes is remote, and thus has not recorded a liability.

NOTE 7—CONCENTRATIONS OF CREDIT RISK

For the years ended December 31, 2011 and 2010, we provided a substantial portion of our water disposal service to one third party customer and our Parent. Although we are exposed to a concentration of credit risk, we believe that all of our customers are credit worthy. If the Company were to lose one or both of these customers, its financial position and results of operations could be materially impacted.

NOTE 8—SUBSEQUENT EVENTS (“UNAUDITED”)

On February 17, 2012, the Company’s parent, Triad Hunter, LLC, closed on the sale of 100% of the equity ownership interest of the Company to GreenHunter Water, LLC, a wholly-owned subsidiary of GreenHunter Energy, Inc., an entity for which an officer and director of Magnum Hunter, is an officer and major shareholder and for which another officer and director of Magnum Hunter, is also a director. The terms and conditions of the equity purchase agreement between the parties were approved by the audit committee of Magnum Hunter and an independent special committee for each party. The total sales price for this acquisition was approximately $9.9 million. The consideration received included a combination of cash, GreenHunter Energy restricted common stock, GreenHunter Energy 10% cumulative preferred stock, and a promissory note due to Triad Hunter. In connection with the sale Triad Hunter entered into agreements with Hunter Disposal, LLC and GreenHunter Water, LLC for wastewater hauling and disposal capacity in Kentucky, Ohio and West Virginia and a five-year tank rental agreement with GreenHunter Water, LLC. GreenHunter Water, LLC did not assume any of the Company’s debt in their acquisition of 100% of the equity ownership interest of the Company.

The Company has evaluated subsequent events through April 6, 2012, the date these financial statements were available for issuance.

 

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