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8-K/A - FORM 8-K/A - TETRA TECHNOLOGIES INCtti8k-20121011.htm
EX-99 - EXHIBIT 99.3 - TETRA TECHNOLOGIES INCtti8k-ex99_3.htm
EX-23 - EXHIBIT 23.1 - TETRA TECHNOLOGIES INCtti8k-ex23_1.htm
EX-99 - EXHIBIT 99.1 - TETRA TECHNOLOGIES INCtti8k-ex99_1.htm


Exhibit 99.2

 

GREYWOLF PRODUCTION SYSTEMS INC.

Consolidated Balance Sheet

March 31, 2012

(Denominated in Canadian Dollars)

 

 

 March 31, 2012

 

September 30, 2011

 

 (Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

 

CURRENT

 

 

 

 

 

 

 

Accounts receivable

$

12,853,603

 

 

$

12,142,856

 

Interest receivable

 

11,509

 

 

 

 

 

Prepaid expenses

 

4,069

 

 

 

61,859

 

Security deposits

 

134,132

 

 

 

28,154

 

 

 

13,003,313

 

 

 

12,232,869

 

 

 

 

 

 

 

 

 

EQUIPMENT (Note 4)

 

13,219,553

 

 

 

14,267,915

 

 

 

 

 

 

 

 

 

LOANS RECEIVABLE (Note 5)

 

698,250

 

 

 

733,740

 

 

 

 

 

 

 

 

 

DUE FROM RELATED PARTIES (Note 6)

 

684,241

 

 

 

489,089

 

 

$

27,605,357

 

 

$

27,723,613

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

CURRENT

 

 

 

 

 

 

 

Bank indebtedness (Note 7)

$

1,856,348

 

 

$

4,251,540

 

Accounts payable and accrued liabilities (Note 8)

 

4,542,995

 

 

 

5,413,877

 

Income taxes payable

 

1,451,364

 

 

 

978,704

 

Goods and services tax payable

 

160,487

 

 

 

153,772

 

Bonuses payable

 

 

 

 

3,650,000

 

Current portion of long term debt (Note 9)

 

1,548,946

 

 

 

2,620,714

 

Due to shareholders (Note 10)

 

5,068,261

 

 

 

3,077,029

 

 

 

14,628,401

 

 

 

20,145,636

 

 

 

 

 

 

 

 

 

LONG TERM DEBT (Note 9)

 

349,098

 

 

 

470,718

 

 

 

 

 

 

 

 

 

FUTURE INCOME TAXES

 

807,027

 

 

 

729,349

 

 

 

15,784,526

 

 

 

21,345,703

 

 

 

 

 

 

 

 

 

CONTINGENT LIABILITIES (Note 11)   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LEASE COMMITMENTS (Note 12)   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

Share capital (Note 13)

 

1,262,899

 

 

 

1,262,899

 

Cumulative translation adjustment

 

102,364

 

 

 

107,483

 

Non‑controlling interest

 

1,434,278

 

 

 

544,869

 

Retained earnings

 

9,021,290

 

 

 

4,462,659

 

 

 

11,820,831

 

 

 

6,377,910

 

 

 

 

 

 

 

 

 

 

$

27,605,357

 

 

$

27,723,613

 

 

 

 

 

 

 

 

 

 

 

 

See notes to consolidated financial statements


1

 

GREYWOLF PRODUCTION SYSTEMS INC.

Consolidated Statement of Income

(Denominated in Canadian Dollars)

 (Unaudited)

 

 

Six Month Period Ended

 

March 31,

 

2012

 

2011

 

 

 

 

 

 

 

 

REVENUE

$

31,831,475 

 

 

$

28,516,489 

 

 

 

 

 

 

 

 

 

COST OF SALES

 

 

 

 

 

 

 

Direct wages

 

10,637,715 

 

 

 

9,074,301 

 

Equipment rental

 

277,635 

 

 

 

257,740 

 

Fuel

 

329,913 

 

 

 

296,527 

 

Trades and sub‑contracts

 

3,356,948 

 

 

 

4,142,169 

 

Travel

 

2,769,987 

 

 

 

2,129,161 

 

Vehicle

 

1,925,883 

 

 

 

1,649,997 

 

 

 

19,298,081 

 

 

 

17,549,895 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

12,533,394 

 

 

 

10,966,594 

 

 

 

 

 

 

 

 

 

EXPENSES (Schedule 1)

 

4,597,745 

 

 

 

4,759,512 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) FROM OPERATIONS

 

7,935,649 

 

 

 

6,207,082 

 

 

 

 

 

 

 

 

 

OTHER INCOME 

 

 

 

 

 

 

 

Loss on disposal of assets

 

(5,204)

 

 

 

25,105 

 

Interest income

 

 

 

 

 

Foreign exchange gain (loss)

 

(221,677)

 

 

 

(254,980)

 

 

 

(226,881)

 

 

 

(229,875)

 

 

 

 

 

 

 

 

 

INCOME (LOSS) BEFORE INCOME TAXES

 

 

 

 

 

 

 

AND NON‑CONTROLLING INTEREST

 

7,708,768 

 

 

 

5,977,207 

 

 

 

 

 

 

 

 

 

INCOME TAXES

 

 

 

 

 

 

 

Current

 

2,176,559 

 

 

 

1,575,411 

 

Future

 

84,169 

 

 

 

9,397 

 

 

 

2,260,728 

 

 

 

1,584,808 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) BEFORE NON‑CONTROLLING

 

 

 

 

 

 

 

INTEREST

 

5,448,040 

 

 

 

4,392,399 

 

NON‑CONTROLLING INTEREST

 

 

 

 

 

 

 

Non‑controlling interest

 

889,409 

 

 

 

206,271 

 

NET INCOME (LOSS)

$

4,558,631 

 

 

$

4,186,128 

 

 

 

 

 

 

 

 

 

 

 

See notes to consolidated financial statements


2

 

GREYWOLF PRODUCTION SYSTEMS INC.

Consolidated Statement of Retained Earnings and Non-controlling Interest

(Denominated in Canadian Dollars)

 (Unaudited)

 

 

Six Month Period Ended

 

March 31, 2012

 

March 31, 2011

 

 

 

 

 

 

 

 

RETAINED EARNINGS ‑ BEGINNING OF PERIOD

$

4,462,659

 

 

$

749,616

 

RELATED PARTY CAPITAL TRANSACTIONS (Note 14)

 

 

 

 

814,499

 

NET INCOME (LOSS) FOR THE PERIOD

 

4,558,631

 

 

 

4,186,128

 

RETAINED EARNINGS ‑ END OF PERIOD

$

9,021,290

 

 

$

5,750,243

 

 

 

 

 

 

 

 

 

NON-CONTROLLING INTEREST - BEGINNING OF PERIOD

$

544,869

 

 

$

 

 

 

 

 

 

 

 

 

SHARE CAPITAL

 

 

 

 

2,000

 

 

 

 

 

 

 

 

 

NET INCOME ATTRIBUTABLE TO

 

 

 

 

 

 

 

NON-CONTROLLING INTEREST

 

889,409

 

 

 

206,271

 

NON-CONTROLLING INTEREST - END OF PERIOD

 

1,434,278

 

 

 

208,271

 

TOTAL

$

10,455,568

 

 

$

5,958,514

 

 

 

 

 

 

 

 

 

 

 

 

See notes to consolidated financial statements


3

 

GREYWOLF PRODUCTION SYSTEMS INC.

Consolidated Statement of Cash Flows

(Denominated in Canadian Dollars)

 (Unaudited)

 

 

Six Month Period Ended March 31,

 

2012

 

2011

 

 

 

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

Cash receipts from customers

$

31,039,650 

 

 

$

22,733,353 

 

Cash paid to suppliers and employees

 

(23,266,915)

 

 

 

(19,994,073)

 

Income taxes

 

(1,695,828)

 

 

 

(155,236)

 

Interest paid

 

(214,705)

 

 

 

(254,695)

 

Goods and services tax

 

6,714 

 

 

 

124,291 

 

Cash flow from operating activities

 

5,868,916 

 

 

 

2,453,640 

 

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

Purchase of equipment

 

(553,516)

 

 

 

(2,876,880)

 

Proceeds on disposal of equipment

 

35,500 

 

 

 

173,755 

 

Cash flow used by investing activities

 

(518,016)

 

 

 

(2,703,125)

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

Advances to related parties

 

(98,611)

 

 

 

548,570 

 

Advances from shareholders

 

(235,268)

 

 

 

(218,538)

 

Repayment of long term debt

 

(1,228,962)

 

 

 

(1,313,854)

 

Operating line advances (payments)

 

(3,788,059)

 

 

 

1,233,307 

 

Cash flow used by financing activities

 

(5,350,900)

 

 

 

249,485 

 

 

 

 

 

 

 

 

 

INCREASE IN CASH FLOW

 

 

 

 

 

 

 

Cash ‑ beginning of year

 

 

 

 

 

CASH ‑ END OF YEAR

$

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to consolidated financial statements

 

4


 

GREYWOLF PRODUCTION SYSTEMS INC.

Notes to Consolidated Financial Statements

Six Month Period Ended March 31, 2012

(Denominated in Canadian Dollars)

(Unaudited)

 

1.         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        

 

Description of business

 

Greywolf Production Systems Inc. (the "Company") is incorporated under the Business Corporations Act of Alberta.  Greywolf Production Systems Ltd. is incorporated under the Colorado Business Corporations Act.  The companies provide well production services to the Canadian and American oil and gas industry.

 

Equipment

 

Equipment is stated at cost less accumulated amortization.  Property and equipment are amortized over their estimated useful lives at the following rates and methods:

 

Computer equipment

55%

declining balance method

Computer software

100%

declining balance method

Furniture and fixtures

20%

declining balance method

Office trailers

20%

declining balance method

Other equipment

15‑20%

declining balance method

Production equipment

20%

declining balance method

Vehicles

30%

declining balance method

 

Amortization is recorded at half the stipulated rate in the year of acquisition.

 

Future income taxes

 

The liability method of tax allocation is used in accounting for income taxes.  Under this method, future tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities, and measured using the substantially enacted tax rates and laws that will be in effect when the differences are expected to reverse.

 

Revenue recognition

 

Test revenue is recognized as service contracts are completed and all the following criteria are met:  persuasive evidence of an arrangement exists, performance of the service has occurred, price to the customer is fixed or determinable, and collectability is reasonably assured.

 

Basis of accounting

 

The financial statements have been prepared using Canadian accounting standards for private enterprises.

 

Basis of consolidation

 

These financial statements include the accounts of Greywolf Production Systems Inc. and its variable interest entity "VIE" Greywolf Productions Systems Ltd. and its subsidiary 1554531 Alberta Ltd. Greywolf Productions Systems Ltd. is considered a VIE as Greywolf Production Systems Inc. holds a variable interest in Greywolf Production Ltd. through a large intercompany debt owed to Greywolf Productions Inc. and Greywolf Productions Systems Ltd. does not have sufficient equity to support its operations without additional financial support.  All intercompany balances, transactions, income and expenses, profits or losses have been eliminated on consolidation.  Profit for the period that is attributable to non‑controlling interests is calculated based on the ownership of the non‑controlling interest.

 

5


Foreign currency translation

 

Accounts in foreign currencies have been translated into Canadian dollars using the current method. Under this method, monetary assets and liabilities and non‑monetary assets and liabilities have been translated at the year end exchange rate. Revenues and expenses have been translated at the average rates of exchange during the year.

 

Measurement uncertainty

 

The preparation of consolidated financial statements in conformity with Canadian accounting standard for private enterprises requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Such estimates are periodically reviewed and any adjustments necessary are reported in earnings in the period in which they become known. Actual results could differ from these estimates.

 

2.         FIRST TIME ADOPTION OF ACCOUNTING STANDARDS FOR PRIVATE ENTERPRISES

 

Effective October 1, 2011, the Company adopted the requirements of the new accounting framework, Canadian Accounting Standards for Private Enterprises (ASPE) or Part II of the requirements of the Canadian Institute of Chartered Accountants (CICA) Handbook ‑ Accounting.  These are the Company's first financial statements prepared in accordance with this framework and the transitional provisions of Section 1500, First‑time Adoption have been applied.  Section 1500 requires retrospective application of the accounting standards with certain elective exemptions and retrospective exceptions.  The accounting policies set out in Note 1 ‑ Summary of Significant Accounting Policies have been applied in preparing the financial statements for the period ended March 31, 2012, the comparative information presented in these financial statements for the year ended September 30, 2011, six month period ended March 31, 2011 and in the preparation of an opening ASPE balance sheet at the date of transition of October 1, 2010.

 

The Company issued financial statements for the year ended September 30, 2011 using generally accepted accounting principles prescribed by the CICA Handbook ‑ Accounting Part V ‑ Pre‑changeover Accounting Standards.  The adoption of ASPE resulted in no adjustments to the previously reported assets, liabilities, equity, net income and cash flows of the company. 

 

The following exemptions were used at the date of transition to Canadian accounting standards for private enterprises:

 

Related party transactions

 

The Company elected to not restate assets or liabilities related to transactions with related parties when the related party transactions occurred prior to the date of transition to accounting standards for private enterprises.

 

Business combinations

 

The Company elected not to apply Section 1582, Business Combinations retrospectively to past business combinations prior to the date of transition.

 

3.         FINANCIAL INSTRUMENTS RISK          

 

Credit Risk

 

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company is exposed to credit risk resulting from the possibility that a customer or counterparty to a financial instrument defaults on their financial obligations; if there is a concentration of transactions carried out with the same counterparty; or of financial obligations which have similar economic characteristics such that they could be similarly affected by changes in economic conditions. The Company’s financial instruments that are exposed to concentrations of credit risk relate primarily to the accounts receivable from companies that operate in the oil and gas industry.  Nine customers account for 64% (2011 ‑ six customers accounted for 63%) of accounts receivable.

 

6

 

Fair Value

 

The Company as part of its operations carries a number of financial instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risk arising from these financial instruments.  Except for the fair value of the amounts due to or from related parties, the fair values of these financial instruments approximate their carrying values unless otherwise noted. It is not practical to determine the fair value of amounts due to related parties as there is no comparable market value.

 

Currency Risk

 

Currency risk is the risk to the Company's earnings that arise from fluctuations of foreign exchange rates and the degree of volatility of these rates.  The Company is exposed to foreign currency exchange risk on cash and loan receivable, held in US dollars and the net result of the subsidiary whose functional currency is in US dollars.  The Company does not use derivative instruments to reduce its exposure to foreign currency risk.

 

Interest Rate

 

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to this risk through its loans receivable, bank indebtedness, and long term debt. The Company holds bank indebtedness and long term debt with variable interest rates and long‑term debt at fixed interest rates which involves risks of default on interest and principal and price changes due to, without limitation, such factors as interest rates and general economic conditions.

 

4.         EQUIPMENT                

 

 

March 31, 2012

 

September 30, 2011

 

Cost

 

Accumulated

 

Cost

 

Accumulated

 

 

 

amortization

 

 

 

amortization

Computer equipment

$

54,732

 

 

$

46,790

 

 

$

54,824

 

 

$

43,840

 

Computer software

 

551,256

 

 

 

520,980

 

 

 

551,256

 

 

 

490,705

 

Furniture and fixtures

 

29,387

 

 

 

13,942

 

 

 

29,387

 

 

 

12,226

 

Office trailers

 

1,332,415

 

 

 

798,157

 

 

 

1,273,996

 

 

 

745,965

 

Other equipment

 

4,633,002

 

 

 

1,731,661

 

 

 

4,663,092

 

 

 

1,654,943

 

Production equipment

 

19,377,000

 

 

 

10,531,689

 

 

 

19,188,552

 

 

 

9,559,201

 

Vehicles

 

1,575,465

 

 

 

690,485

 

 

 

1,580,825

 

 

 

567,137

 

 

$

27,553,257

 

 

$

14,333,704

 

 

$

27,341,932

 

 

$

13,074,017

 

Net Book Value

$

13,219,553

 

 

$

14,267,915

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

During the 2012 period, equipment was acquired at an aggregate cost of $587,468 (year ending September 2011 ‑ $4,222,258) of which $35,570 (2011 ‑ $359,635) was acquired by means of finance contracts and loans and the remaining balance was paid in cash.

 

5.         LOANS RECEIVABLE               

 

 

March 31, 2012

 

September 30, 2011

Loans receivable bear interest at Wall Street Journal prime and have no set terms of repayment. Wall Street Journal prime rate as at March 31, 2012 was 3.25% (September 30, 2011 ‑ 3.25%). The amount originates from the sale of shares in Greywolf Production Systems Ltd. (US) to a subset of the Company's shareholders and some additional new shareholders. The amount is to be repaid in US dollars

$

698,250

 

 

$

733,740

 

 

 

 

 

 

 

 

 

 

7


 

6.         DUE FROM RELATED PARTIES      

 

 

March 31, 2012

 

September 30, 2011

Valhalla Industries Ltd.

 

 

 

 

 

 

 

(Two shareholders of the Company have a controlling interest

 

 

 

 

 

 

 

in Valhalla Industries Ltd.)

$

240,604

 

 

$

1,070

 

Greywolf Coil Tubing Systems Inc.

 

 

 

 

 

 

 

(Three shareholders of the Company have a controlling interest

 

 

 

 

 

 

 

in Greywolf Coil Tubing Systems Inc.)

 

407,992

 

 

 

452,862

 

Greywolf Research Inc.

 

 

 

 

 

 

 

(Three shareholders of the Company have a controlling interest

 

 

 

 

 

 

 

in Greywolf Research Inc.)

 

35,645

 

 

 

35,157

 

 

$

684,241

 

 

$

489,089

 

 

 

 

 

 

 

 

 

 

Amounts due from related parties are non‑interest bearing and has no set terms of repayment.

 

7.         BANK INDEBTEDNESS            

 

The Company has an approved line of credit for $5,000,000 which bears interest at prime plus 1.65%. Prime rate as at March 31, 2012 was 3.00% (September 30, 2011 ‑ 3.00%).

 

The credit facility agreement contains a certain covenant regarding a minimum tangible net worth that must be respected at all times. Capital expenditures for the year must also not exceed $1,000,000 per annum without the bank's prior approval.

 

The above bank indebtedness is secured by a general security agreement over all assets of the company and postponements and guarantees by the shareholders.

 

8.         ACCOUNTS PAYABLE AND ACCRUED LIABILITIES   

 

Included in accounts payable and accrued liabilities are government remittances payable of $1,053,799 (2011 ‑ $81,929).           

 

9.         LONG TERM DEBT 

             

 

March 31, 2012

 

September 30, 2011

Demand loan bearing interest at prime plus 2.25% per annum, repayable in monthly blended payments of $26,873.  The contract matures on March 31, 2012.

$

26,860 

 

 

$

158,787 

 

 

 

 

 

 

 

 

 

Demand loan bearing interest at prime plus 2.25% per annum, repayable in monthly blended payments of $47,427.  The contract matures on July 31, 2012.

 

8,646 

 

 

 

242,475 

 

 

 

 

 

 

 

 

 

Demand loan bearing interest at 5% per annum, repayable in monthly blended payments of $100,344.  The contract matures on December 31, 2013.

 

985,159 

 

 

 

1,456,354 

 

 

 

 

 

 

 

 

 

Finance contract loan bearing interest at 0% per annum, repayable in monthly blended payments of $990.  The contract matures on May 21, 2012.

 

1,981 

 

 

 

7,922 

 

 

 

 

 

 

 

 

 

Finance contract loan bearing interest at 5.99% per annum, repayable in monthly blended payments of $1,084.  The contract matures on February 23, 2015.

 

34,723 

 

 

 

40,099 

 

 

 

 

 

 

 

 

 

Finance contract loan bearing interest at 5.99% per annum, repayable in monthly blended payments of $922.  The contract matures on February 23, 2015.

 

29,537 

 

 

 

34,109 

 

 

 

 

 

 

 

 

 

Finance contract loan bearing interest at 5.99% per annum, repayable in monthly blended payments of $943.  The contract matures on February 23, 2015.

 

30,206 

 

 

 

34,883 

 

8

 

 

 

 

 

 

 

 

Finance contract loan bearing interest at 5.99% per annum, repayable in monthly blended payments of $1,300.  The loan matures on February 23, 2015.

 

28,164 

 

 

 

35,004 

 

 

 

 

 

 

 

 

 

Finance contract loan bearing interest at 5.99% per annum, repayable in monthly blended payments of $930.  The contract matures on May 20, 2015.

 

32,130 

 

 

 

36,674 

 

 

 

 

 

 

 

 

 

Finance contract loan bearing interest at 5.99% per annum, repayable in monthly blended payments of $682.  The contract matures on June 30, 2015.

 

23,972 

 

 

 

27,242 

 

 

 

 

 

 

 

 

 

Finance contract loan bearing interest at 5.99% per annum, repayable in monthly blended payments of $790.  The contract matures on October 30, 2015.

 

30,513 

 

 

 

34,278 

 

 

 

 

 

 

 

 

 

Finance contract loan bearing interest at 5.99% per annum, repayable in monthly blended payments of $744.  The loan matures on November 10, 2015.

 

29,333 

 

 

 

32,862 

 

 

 

 

 

 

 

 

 

Finance contract loan bearing interest at 6.59% per annum, repayable in monthly blended payments of $913.  The loan matures on December 6, 2014.

 

27,481 

 

 

 

31,969 

 

 

 

 

 

 

 

 

 

Loan bearing interest at 0% per annum, repayable in monthly blended payments of $13,333.  The loan matures on December 1, 2013 and is secured by assets of the Company.

 

120,000 

 

 

 

200,000 

 

 

 

 

 

 

 

 

 

Loan bearing interest at 0% per annum, repayable in monthly blended payments of $30,000.  The loan matures on September 1, 2012 and is secured by assets of the Company.

 

180,000 

 

 

 

360,000 

 

 

 

 

 

 

 

 

 

Finance contract loan bearing interest at 8.3% per annum, repayable in monthly blended payments of $933.  The loan matures on May 26, 2013.

 

12,409 

 

 

 

17,371 

 

 

 

 

 

 

 

 

 

Finance contract loan bearing interest at 8.3% per annum, repayable in monthly blended payments of $933.  The loan matures on May 26, 2013.

 

12,409 

 

 

 

17,371 

 

 

 

 

 

 

 

 

 

Finance contract payable bearing interest at 6.59% per annum, repayable in monthly blended payments of $1,351.  The loan matures on October 21, 2014.

 

38,417 

 

 

 

45,134 

 

 

 

 

 

 

 

 

 

Finance contract payable bearing interest at 6.49% per annum, repayable in monthly blended payments of $810.  The loan matures on July 8, 2015.

 

29,070 

 

 

 

32,917 

 

 

 

 

 

 

 

 

 

Finance contract loan bearing interest at 6.91% per annum, repayable in monthly blended payments of $970.  The loan matures on May 25, 2014.

 

23,856 

 

 

 

28,269 

 

 

 

 

 

 

 

 

 

Finance contract loan bearing interest at 7% per annum, repayable in monthly blended payments of $634.  The loan matures on May 25, 2014.

 

15,252 

 

 

 

18,456 

 

 

 

 

 

 

 

 

 

Finance contract loan bearing interest at 9.05% per annum, repayable in monthly blended payments of $2,779.  The loan matures on April 8, 2013.

 

34,290 

 

 

 

49,021 

 

 

 

 

 

 

 

 

 

Finance contract loan bearing interest at 6.74% per annum, repayable in monthly blended payments of $1,315.  The loan matures on September 9, 2012.

 

7,741 

 

 

 

15,241 

 

 

 

 

 

 

 

 

 

Finance contract loan bearing interest at 7.57% per annum, repayable in monthly blended payments of $1,124.  The loan matures on May 29, 2014.

 

26,937 

 

 

 

32,568 

 

 

 

 

 

 

 

 

 

Finance contract loan bearing interest at 6.5% per annum, repayable in monthly blended payments of $679.  The loan matures on June 30, 2015.

 

23,868 

 

 

 

27,123 

 

 

 

 

 

 

 

 

 

Finance contract loan bearing interest at 6.5% per annum, repayable in monthly blended payments of $679.  The loan matures on June 30, 2015.

 

23,868 

 

 

 

27,123 

 

 

 

 

 

 

 

 

 

Finance contract loan bearing interest at 5.58% per annum, repayable in monthly blended payments of $734.  The loan matures on October 26, 2015.

 

28,350 

 

 

 

31,849 

 

 

 

 

 

 

 

 

 

Finance contract loan bearing interest at 5.79% per annum, repayable in monthly blended payments of $832.  The loan matures on December 25, 2015.

 

32,872 

 

 

 

 

9

 

 

 

 

 

 

 

 

Finance contract loan repaid during the year.

 

 

 

 

16,331 

 

 

 

1,898,044 

 

 

 

3,091,432 

 

Amounts payable within one year

 

(1,548,946)

 

 

 

(2,620,714)

 

 

$

349,098 

 

 

$

470,718 

 

 

 

 

 

 

 

 

 

Principal repayment terms are approximately:

           

2013

$

1,548,946

 

 

 

 

 

2014

 

181,990

 

 

 

 

 

2015

 

132,462

 

 

 

 

 

2016

 

34,646

 

 

 

 

 

 

$

1,898,044

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The credit facility agreement for certain loans contain a certain covenant regarding a minimum tangible net worth that must be respected at all times. Capital expenditures for the year must also not exceed $1,000,000 per annum without the bank's prior approval.

The above loans are secured by production equipment with a net book value of $8,849,866, vehicles with a net book value of $883,431 a general security agreement over all assets and postponements and guarantees by the shareholders.

 

10.        DUE TO SHAREHOLDERS

      

 

March 31, 2012

 

September 30, 2011

Non‑interest bearing loans

$

3,821,825

 

 

$

1,818,593

 

Interest bearing loans

 

1,246,436

 

 

 

1,258,436

 

 

$

5,068,261

 

 

$

3,077,029

 

 

 

 

 

 

 

 

 

 

The initial amounts due to shareholders are non‑interest bearing and have no set repayment terms.  There are two loans advanced for a total of $1,246,436 which bear interest compounded annually at prime plus 2%. 

 

11.        CONTINGENT LIABILITIES        

 

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, the Company and its legal counsel evaluate the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

 

If the assessment of a contingency suggests that a loss is probable, and the amount can be reliably estimated, then a loss is recorded. When a contingent loss is not probable but is reasonably possible, or is probable but the amount of loss cannot be reliably estimated, then details of the contingent loss are disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case we disclose the nature of the guarantee. Legal fees incurred in connection with pending legal proceedings are expensed as incurred.

 

The Company is the co‑defendant named in litigation regarding an accident involving a motor vehicle owned by the Company. At this time we are unable to estimate the amount of any possible claims. Management feels that insurance will cover any possible claims and any possible amounts in excess of insurance coverage will be recorded as incurred.

 

The Company is the co‑defendant named in litigation regarding an incident at a well site.  At this time we are unable to estimate the amount of any possible claims.  Management feels that insurance will cover any possible claims and any possible amounts in excess of insurance coverage will be recorded as incurred.

 

10

 

The Company has guaranteed the indebtedness of Valhalla Industries Ltd, a company in which two shareholders of the Company have a controlling interest.  The loans are secured by mortgages and second charges on several pieces of property.  The balance of the loans at March 31, 2012 is $3,087,400. 

 

12.        LEASE COMMITMENTS           

 

The Company has long term leases with respect to its vehicles and its US and Calgary premises.  The leases for the US premises contain renewal options.  Under the leases the Company is required to pay a base rent of $14,233 per month plus provide for payment of utilities and maintenance costs.  Future minimum lease payments as at March 31, 2012, are as follows:

 

2013

$

176,376

 

 

 

 

 

2014

 

139,661

 

 

 

 

 

2015

 

53,894

 

 

 

 

 

2016

 

54,176

 

 

 

 

 

2017

 

54,176

 

 

 

 

 

Thereafter

 

4,514

 

 

 

 

 

 

$

482,797

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13.        SHARE CAPITAL          

 

Authorized::

 

 

 

 

 

 

 

 

Unlimited

Class "A", "B" and "C" voting common

 

 

 

 

 

 

 

 

shares

 

 

 

 

 

 

 

Unlimited

Class "D" non‑voting common shares

 

 

 

 

 

 

 

Unlimited

Class "E" preferred shares, entitled to 6%

 

 

 

 

 

 

 

 

cumulative dividend, with the right to vote and convert into Class "A" common shares should the dividends become in arrears

 

 

 

 

 

 

 

Unlimited

Class "F" preferred shares, entitled to 6%

 

 

 

 

 

 

 

 

cumulative dividend, with the right to vote and convert into Class "A" common shares should the dividends become in arrears

 

 

 

 

 

 

 

Unlimited

Class "G" non‑voting preferred shares,

 

 

 

 

 

 

 

 

entitled to dividends when declared before Classes A to D, but not before Classes E and F

 

 

 

 

 

 

 

 

 

March 31, 2012

 

September 30, 2011

Issued:   

 

 

 

 

 

 

 

 

899

Class "A" common shares

$

899

 

 

$

899

 

164

Class "D" common shares

 

1,262,000

 

 

 

1,262,000

 

 

 

$

1,262,899

 

 

$

1,262,899

 

 

 

 

 

 

 

 

 

 

 

March 31, 2012

 

September 30, 2011

 

Shares

 

Amount

 

Shares

 

Amount

Class D

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares outstanding at the beginning of the year

 

164

 

 

$

1,262,000 

 

 

 

164 

 

 

$

1,264,000 

 

Shares repurchased during the year

 

 

 

 

 

 

 

(4)

 

 

 

(42,000)

 

Shares issued during the year

 

 

 

 

 

 

 

 

 

 

40,000 

 

Shares outstanding at the end of the year

 

164 

 

 

$

1,262,000 

 

 

 

164 

 

 

$

1,262,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11

14.        RELATED PARTY TRANSACTIONS    

 

The following is a summary of the Company's related party transactions:            

 

 

March 31, 2012

 

September 30, 2011

Valhalla Industries Ltd.

 

 

 

 

 

 

 

(Two shareholders of the Company have a controlling interest

 

 

 

 

 

 

 

in Valhalla Industries Ltd.)

 

 

 

 

 

 

 

Rent paid

$

182,000

 

 

$

505,164

 

Equipment rent received

 

24,000

 

 

 

 

 

 

 

 

 

 

 

 

Paul Lee

 

 

 

 

 

 

 

(Shareholder)

 

 

 

 

 

 

 

Interest paid

 

18,835

 

 

 

38,572

 

 

 

 

 

 

 

 

 

Fitzpatrick Lee Family Trust

 

 

 

 

 

 

 

(Shareholder)

 

 

 

 

 

 

 

Interest paid

 

12,466

 

 

 

25,000

 

 

 

 

 

 

 

 

 

Greywolf Coil Tubing Systems Inc.

 

 

 

 

 

 

 

(Three shareholders of the Company have a controlling interest in Greywolf Coil Tubing Systems Inc.)

 

 

 

 

 

 

 

Rent Paid

 

65,470

 

 

 

 

Proceeds for equipment sold

 

 

 

 

62,453

 

 

 

 

 

 

 

 

 

These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.  Management has concluded that it is not practical to determine the fair value of related party loans as there is no comparable market data.

Included in accounts receivable at period end is $0 (2011 ‑ $18,400) for goods and services provided to Valhalla Industries Ltd. Included in accounts payable at period end is $25,200 (2011 ‑ $7,350) for goods and services received from Valhalla Industries Ltd.

In February 2010 Greywolf Production Systems Inc. purchased the shares of Greywolf Production System Ltd. for cash consideration of $732,650. During the September 30, 2011 year end Greywolf Production Systems Inc. transferred ownership of Greywolf Production Systems Ltd. to related individuals for proceeds of $732,650 in exchange for a loan receivable (Note 4).  The difference between these proceeds and the carrying amount of the net assets associated with the company resulted in an $814,499 credit to retained earnings.

 

15.        SUBSEQUENT EVENTS           

 

Subsequent to the year end the shareholders of the Company were in negotiations to sell substantially all of the operating equipment of the company to an unrelated arms‑length party. As part of the transaction all the operating equipment is being sold and all of the bank indebtedness and the long term debt is being paid out.

 

16.        DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (CANADIAN GAAP AND US GAAP)      

 

1)   Significant accounting policies

a)   Recent US accounting pronouncements

i)    Fair Value Measurements

      In May 2011, the FASB provided amendments to achieve common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards (IFRS). The amendments provide clarification and / or additional requirements relating to the following:

a)   application of the highest and best use and valuation premise concepts,

b)   measurement of the fair value of instruments classified in an entity’s shareholders’ equity,

c)   measurement of the fair value of financial instruments that are managed within a portfolio,

d)   application of premiums and discounts in a fair value measurement, and

e)   disclosures about fair value measurements.

 

12

 

These amendments will be effective prospectively for interim and annual periods beginning after December 15, 2011. We do not expect the adoption of the amendments to have a material impact on the Company’s financial position, results of operations or cash flows.

 

ii)    Comprehensive Income

In June and December 2011, the FASB provided amendments requiring an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements, eliminating the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. We do not expect the adoption of the amendments to have a material impact on the Company’s financial statements.

 

2)   Differences in Accounting Principles

There are no differences in accounting principles that affect the balance sheet, income statement and statement of cash flows.

 

17.        COMPARATIVE FIGURES        

 

Some of the comparative figures have been reclassified to conform to the current period's presentation.


13

 

GREYWOLF PRODUCTION SYSTEMS INC.

 

Consolidated Expenses (Schedule 1)

Six Month Period Ended March 31, 2012

(Unaudited)

 

 

March 31, 2012

 

March 31, 2011

Advertising and promotion

$

188,112

 

 

$

158,119

 

Amortization

 

1,524,422

 

 

 

1,590,940

 

Business taxes, licenses and memberships

 

10,445

 

 

 

11,133

 

Employee benefits

 

124,911

 

 

 

129,937

 

Equipment rentals

 

51,860

 

 

 

61,244

 

Insurance

 

93,032

 

 

 

100,686

 

Interest and bank charges

 

142,992

 

 

 

161,284

 

Interest on short term debt

 

85,753

 

 

 

118,835

 

Meals and entertainment

 

86,235

 

 

 

196,919

 

Office

 

168,949

 

 

 

248,246

 

Professional fees

 

204,029

 

 

 

82,169

 

Rental

 

283,968

 

 

 

280,795

 

Repairs and maintenance

 

947,335

 

 

 

982,335

 

Supplies

 

227,603

 

 

 

164,307

 

Telephone and utilities

 

144,674

 

 

 

196,052

 

Training

 

11,882

 

 

 

25,900

 

Vehicle

 

301,543

 

 

 

250,611

 

 

$

4,597,745

 

 

$

4,759,512

 

 

 

 

 

 

 

 

 

14