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8-K/A - 8-K/A - NGL Energy Partners LPa13-6013_18ka.htm
EX-99.2 - EX-99.2 - NGL Energy Partners LPa13-6013_1ex99d2.htm
EX-99.3 - EX-99.3 - NGL Energy Partners LPa13-6013_1ex99d3.htm
EX-23.1 - EX-23.1 - NGL Energy Partners LPa13-6013_1ex23d1.htm

Exhibit 99.1

 

INDEPENDENT AUDITORS’ REPORT

 

To the Members of

Third Coast Towing, L.L.C.

Corpus Christi, Texas

 

We have audited the balance sheets of Third Coast Towing, L.L.C. as of December 31, 2011 and 2010, and the related statements of income and members’ equity, and cash flows for the years then ended.  These financial statements are the representation 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.  Those standards require that we plan and perform our audit to obtain reasonable assurance about whether the financial statements are free of material misstatements.  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 financial statements referred to above present fairly, in all material respects, the financial position of Third Coast Towing, L.L.C. as of December 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

 

/s/ Roloff, Hnatek & Co., L.L.P.

 

Victoria, Texas

 

May 30, 2012, except for Note 9, as to

which the date is February 15, 2013

 



 

THIRD COAST TOWING, L.L.C.

BALANCE SHEETS

DECEMBER 31, 2011 AND 2010

 

 

 

2011
(Restated)

 

2010
(Restated)

 

ASSETS

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash

 

$

1,311,416

 

$

222,360

 

Accounts Receivable - Trade

 

498,798

 

741,489

 

Accounts Receivable - Related Party

 

935,574

 

300,843

 

Accounts Receivable - Employees

 

1,050

 

940

 

 

 

 

 

 

 

Total Current Assets

 

2,746,838

 

1,265,632

 

 

 

 

 

 

 

Property and Equipment, Net of Accumulated Depreciation of $3,011,117 and $2,282,465 at December 31, 2011 and December 31, 2010, Respectively

 

10,301,666

 

9,756,623

 

 

 

 

 

 

 

Other Assets:

 

 

 

 

 

Goodwill

 

2,150,000

 

2,150,000

 

Other

 

2,485

 

2,761

 

 

 

 

 

 

 

Total Other Assets

 

2,152,485

 

2,152,761

 

 

 

 

 

 

 

Total Assets

 

$

15,200,989

 

$

13,175,016

 

 

 

 

 

 

 

LIABILITIES AND MEMBERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Accounts Payable

 

$

423,501

 

$

486,904

 

Accrued Wages Payable

 

100,940

 

95,985

 

Accrued Interest Payable

 

8,661

 

12,489

 

Other Accrued Expenses

 

112,374

 

67,717

 

Line of Credit

 

 

400,000

 

Current Portion of Notes Payable

 

5,814,967

 

618,807

 

 

 

 

 

 

 

Total Current Liabilities

 

6,460,443

 

1,681,902

 

 

 

 

 

 

 

Notes Payable, Net of Current Portion

 

2,523,365

 

8,067,716

 

 

 

 

 

 

 

Total Liabilities

 

8,983,808

 

9,749,618

 

 

 

 

 

 

 

Members’ Equity

 

6,217,181

 

3,425,398

 

 

 

 

 

 

 

Total Liabilities and Members’ Equity

 

$

15,200,989

 

$

13,175,016

 

 

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

 



 

THIRD COAST TOWING, L.L.C.

STATEMENTS OF INCOME AND MEMBERS’ EQUITY

YEARS ENDED DECEMBER 31, 2011 AND 2010

 

 

 

2011
(Restated)

 

2010
(Restated)

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

From Related Parties

 

$

3,248,039

 

$

1,910,422

 

From Others

 

6,777,759

 

5,796,685

 

 

 

 

 

 

 

Total Revenues

 

10,025,798

 

7,707,107

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

Operating

 

5,323,530

 

5,859,048

 

General and Administrative

 

688,706

 

518,930

 

Depreciation and Amortization

 

738,098

 

668,224

 

 

 

 

 

 

 

Total Expenses

 

6,750,334

 

7,046,202

 

 

 

 

 

 

 

Income From Operations

 

3,275,464

 

660,905

 

 

 

 

 

 

 

Other Income (Expense):

 

 

 

 

 

Loss on Disposition of Assets

 

(833

)

(61,629

)

Miscellaneous Income

 

129,542

 

60,500

 

Interest Expense

 

(352,497

)

(428,996

)

 

 

 

 

 

 

Total Other Expense, Net

 

(223,788

)

(430,125

)

 

 

 

 

 

 

Net Income

 

3,051,676

 

230,780

 

 

 

 

 

 

 

Members’ Equity, Beginning of Year

 

3,425,398

 

3,278,753

 

 

 

 

 

 

 

Members’ Distributions

 

(259,893

)

(84,135

)

 

 

 

 

 

 

Members’ Equity, End of Year

 

$

6,217,181

 

$

3,425,398

 

 

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

 



 

THIRD COAST TOWING, L.L.C.

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2011 AND 2010

 

 

 

2011

 

2010

 

Cash Flows From Operating Activities:

 

 

 

 

 

Cash Received From Customers and Employees

 

$

9,633,646

 

$

7,309,225

 

Other Receipts

 

129,542

 

60,500

 

Cash Paid to Suppliers and Employees

 

(6,026,026

)

(6,124,803

)

Interest Paid

 

(356,325

)

(444,538

)

 

 

 

 

 

 

Net Cash Provided by Operating Activities

 

3,380,837

 

800,384

 

 

 

 

 

 

 

Cash Flows From Investing Activities:

 

 

 

 

 

Purchases of Property and Equipment

 

(1,323,697

)

(303,899

)

Proceeds from Dispositions of Property and Equipment

 

40,000

 

748,071

 

 

 

 

 

 

 

Net Cash Provided (Used) by Investing Activities

 

(1,283,697

)

444,172

 

 

 

 

 

 

 

Cash Flows From Financing Activities:

 

 

 

 

 

Members’ Distributions

 

(259,893

)

(84,135

)

Payments on Line of Credit

 

(400,000

)

(100,000

)

Proceeds from Notes Payable

 

560,000

 

 

Payments on Notes Payable

 

(908,191

)

(1,044,533

)

 

 

 

 

 

 

Net Cash Used by Financing Activities

 

(1,008,084

)

(1,228,668

)

 

 

 

 

 

 

Net Increase in Cash

 

1,089,056

 

15,888

 

 

 

 

 

 

 

Cash, Beginning of Year

 

222,360

 

206,472

 

 

 

 

 

 

 

Cash, End of Year

 

$

1,311,416

 

$

222,360

 

 

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

 



 

THIRD COAST TOWING, L.L.C.

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2011 AND 2010

 

 

 

2011
(Restated)

 

2010
(Restated)

 

Reconciliation of Net Income to Net Cash Provided by Operating Activities:

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

$

3,051,676

 

$

230,780

 

 

 

 

 

 

 

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:

 

 

 

 

 

Depreciation and Amortization

 

738,098

 

668,224

 

Loss on Disposition of Assets

 

833

 

61,629

 

(Increase) Decrease in:

 

 

 

 

 

Accounts Receivable - Trade

 

242,691

 

(230,494

)

Accounts Receivable - Related Party

 

(634,731

)

(170,347

)

Accounts Receivable - Employees

 

(110

)

2,959

 

Increase (Decrease) in:

 

 

 

 

 

Accounts Payable

 

(63,403

)

226,542

 

Accrued Wages Payable

 

4,955

 

12,469

 

Accrued Interest Payable

 

(3,828

)

(15,542

)

Other Accrued Expenses

 

44,656

 

14,164

 

 

 

 

 

 

 

Total Adjustments

 

329,161

 

569,604

 

 

 

 

 

 

 

Net Cash Provided by Operating Activities

 

$

3,380,837

 

$

800,384

 

 

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

 



 

THIRD COAST TOWING, L.L.C.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

 

Note 1:                    Summary of Significant Accounting Policies

 

Nature of Activities —Third Coast Towing, L.L.C. (the “Company”) is a marine transportation company located in Corpus Christi, Texas.  The Company transports crude oil to refineries in Texas and Louisiana via the Gulf Intracoastal Waterways.  The Company also provides tug boat and barge services in the Port of Corpus Christi.  This business consists of moving product from one customer location to another; referred to as cross channel movements.  The Company does not own any of the petroleum products that are transported.

 

Accounting Method — The Company maintains its accounting records on the accrual basis of accounting.

 

Cash — For purposes of the Statement of Cash Flows, cash consists of cash in bank accounts and petty cash.

 

Allowance for Doubtful Accounts — Uncollectible accounts are charged to bad debt expense when the account is deemed uncollectible by management based on historical write-off experience and a periodic review of the accounts.  It is the opinion of management that receivables at December 31, 2011 and 2010 are collectible and potential bad debt losses are immaterial.

 

Compensated Absences — Compensated absences for vacation, sick leave, and personal time off have not been accrued since they cannot be reasonably estimated.

 

Goodwill — In accounting for the purchase of assets and business in place during 2006, the Company recorded goodwill in the amount of $2,150,000.  In accordance with Accounting Standards Codification 350-20 (formerly Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets), the amount allocated to goodwill is not amortized since it has an indefinite life.  Instead, the goodwill is tested annually for impairment.  Management has determined that no impairment of goodwill exits as of December 31, 2011 and 2010.

 

Revenue Recognition — The Company recognizes revenue from services at the time the services are rendered.

 

Income Taxes — The Company does not incur income taxes; instead, its earnings are included in the members’ personal income tax returns and taxed depending on their personal tax situations.  The financial statements, therefore, do not include a provision for income taxes.

 

Management’s Use of Estimates — The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

 



 

THIRD COAST TOWING, L.L.C.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

 

Note 1:                    Summary of Significant Accounting Policies (Concluded)

 

Date of Management’s Review — Subsequent events were evaluated through May 30, 2012, which is the date the financial statements were originally available to be issued.

 

Note 2:                    Property and Equipment

 

Property and equipment are stated at cost and depreciated or amortized using the straight-line method over their estimated useful lives as follows.

 

 

 

 

 

Balance at
December 31, 2011

 

Balance at
December 31, 2010

 

Description

 

Estimated Life

 

(Restated)

 

(Restated)

 

 

 

 

 

 

 

 

 

Barges

 

10 - 20 Years

 

$

10,296,542

 

$

9,098,954

 

Boats

 

10 - 20 Years

 

2,979,235

 

2,906,313

 

Trucks

 

5 Years

 

24,000

 

24,000

 

Office Furniture and Equipment

 

5 - 10 Years

 

13,006

 

9,821

 

 

 

 

 

13,312,783

 

12,039,088

 

Less Accumulated Depreciation

 

 

 

3,011,117

 

2,282,465

 

 

 

 

 

$

10,301,666

 

$

9,756,623

 

 

Maintenance, repairs, and minor renewals that do not significantly improve or extend the lives of the respective assets are charged against operations when incurred.  Additions, improvements, and major renewals are capitalized.

 

The cost and accumulated depreciation or amortization of assets sold, retired, or otherwise disposed of are removed from the respective accounts and any gain or loss is reflected in operations.

 

Depreciation expense charged to operations was $737,822 and $667,948 for the years ended December 31, 2011 and 2010, respectively.

 

Note 3:                    Retirement Plan

 

The Company has a defined contribution plan covering substantially all employees.  The plan provides that employees who have attained the age of 18 and completed one year of service with bi-annual enrollment dates of January 1 and July 1 can voluntarily contribute a portion of their earnings to the plan up to the maximum amount allowed by the Internal Revenue Code.  The Company will match up to 4% of employees’ compensation, and employees are immediately vested.  Total contributions made to the plan by the Company for the years ended December 31, 2011 and 2010 were $51,757 and $46,192, respectively.

 



 

THIRD COAST TOWING, L.L.C.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

 

Note 4:                    Line of Credit

 

The Company has a $500,000 line of credit.  The amounts outstanding were $-0- and $400,000 at December 31, 2011 and 2010, respectively.  Bank advances on the credit line carry an interest rate of prime plus 0.75% (with a floor of 5%).  The credit line is secured by substantially all assets of the Company.

 

Note 5:                    Notes Payable

 

Notes payable consist of the following at December 31, 2011 and 2010:

 

 

 

2011

 

2010

 

Note payable with monthly principal installments of $9,604 plus interest at 0.75% over the prime rate (4.00% at December 31, 2011) through May 2012 secured by First Preferred Mortgage(s) and other assignments and guarantees

 

$

1,776,762

 

$

1,892,012

 

 

 

 

 

 

 

Note payable with monthly principal installments of $2,179 plus interest at 0.75% over the prime rate (4.00% at December 31, 2011) through May 2012 secured by First Preferred Mortgage(s) and other assignments and guarantees

 

403,143

 

429,294

 

 

 

 

 

 

 

Note payable with monthly principal installments of $3,367 plus interest at 0.75% over the prime rate through May 2012 secured by First Preferred Mortgage(s) and other assignments and guarantees

 

 

203,591

 

 

 

 

 

 

 

Note payable with monthly principal installments of $17,917 plus interest at 0.75% over the prime rate (4.00% at December 31, 2011) through May 2012 secured by First Preferred Mortgage(s) and other assignments and guarantees

 

3,296,667

 

3,529,583

 

 

 

 

 

 

 

Note payable with monthly principal installments of $5,609 plus interest at 0.75% over the prime rate (4.00% at December 31, 2011) through November 2013 secured by First Preferred Mortgage(s) and other assignments and guarantees

 

701,185

 

774,108

 

 



 

THIRD COAST TOWING, L.L.C.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

 

Note 5:                    Notes Payable (Concluded)

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Note payable due in monthly installments of $8,976 including interest at a rate of 5.37% through January 2017 secured by First Preferred Mortgage(s) and other assignments and guarantees

 

$

478,249

 

$

557,942

 

 

 

 

 

 

 

Note payable with monthly principal installments of $9,333 plus interest at 1.00% over the prime rate with a floor of 5.00% (5.00% at December 31, 2011) through May 2012 secured by First Preferred Mortgage(s) and other assignments and guarantees

 

457,333

 

 

 

 

 

 

 

 

Note payable with monthly principal installments of $6,250 plus interest at 0.75% over the prime rate (4.00% at December 31, 2011) through May 2013 secured by First Preferred Mortgage(s) and other assignments and guarantees

 

1,224,993

 

1,299,993

 

 

 

 

 

 

 

Total Notes Payable

 

8,338,332

 

8,686,523

 

 

 

 

 

 

 

Less Current Portion

 

5,814,967

 

618,807

 

 

 

 

 

 

 

Notes Payable, Net of Current Portion

 

$

2,523,365

 

$

8,067,716

 

 

Loan maturities for each of the five years and thereafter following December 31, 2011, are as follows:

 

Years ending

 

 

 

December 31

 

 

 

2012

 

$

5,814,967

 

2013

 

1,984,573

 

2014

 

205,593

 

2015

 

210,746

 

2016

 

113,514

 

Thereafter

 

8,939

 

 

 

$

8,338,332

 

 

Total interest expense on notes payable and the line of credit was $352,497 and $428,996 for the years ended December 31, 2011 and 2010, respectively.

 



 

THIRD COAST TOWING, L.L.C.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

 

Note 6:                    Concentrations of Credit Risk

 

The Company has two customers whose individual revenues represent a significant portion of the Company’s total revenue.  Accounts receivable as of December 31, 2011 and 2010 were $1,434,142 and $946,730, respectively, and revenue earned for 2011 and 2010 from these two customers totaled $9,149,328 and $6,803,986 respectively.  See Note 7 for related party information.

 

The Company maintains one checking account at a bank amounting to $1,565,526 and $321,934 at December 31, 2011 and 2010, respectively.  Non-interest bearing accounts are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) without limitation as of December 31, 2011 and 2010.  Interest-bearing account balances at December 31, 2011 and 2010 at each financial institution are guaranteed by the FDIC up to $250,000.  There were no uninsured cash balances at December 31, 2011 and 2010.

 

Note 7:                    Related Party Transactions

 

The Company provides transportation services to an entity that is owned by the majority owner of the Company.  Approximately 32%, or $3,248,039, of the Company’s revenues were derived from services to this entity during 2011.  Approximately 25%, or $1,910,422, of the Company’s revenues were derived from services to this entity during 2010.  The balance in Accounts Receivable — Related Party presented in the accompanying Balance Sheets consists of $935,574 and $300,843 receivable from this entity as of December 31, 2011 and 2010, respectively.

 

Note 8:                    Litigation

 

In the normal course of business, the Company may periodically be named as a defendant in litigation. Presently, the Company has no pending lawsuits.

 

Note 9:                    Correction of an Error

 

Subsequent to the release of the originally issued financial statements dated May 30, 2012, management discovered an error in the accounting for the purchase of transportation equipment in 2007.  The correction of this error resulted in a decrease in net income of $50,000 for each of the years ended December 31, 2011 and 2010.

 

The correction of this error had the following impact on the Company’s balance sheets:

 

 

 

2011

 

2010

 

 

 

 

 

As

 

 

 

As

 

 

 

As

 

Previously

 

As

 

Previously

 

 

 

Restated

 

Reported

 

Restated

 

Reported

 

 

 

 

 

 

 

 

 

 

 

Property and Equipment, Net

 

$

10,301,666

 

$

9,534,999

 

$

9,756,623

 

$

8,939,956

 

Goodwill

 

2,150,000

 

3,150,000

 

2,150,000

 

3,150,000

 

Members’ Equity

 

6,217,181

 

6,450,514

 

3,425,398

 

3,608,731