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Exhibit 99.1

Saddle Butte Pipeline, LLC

Consolidated Financial Statements

For the Nine Months Ended September 30, 2012 and 2011 (unaudited)

and for the Years Ended December 31, 2011 and 2010 (audited)


SADDLE BUTTE PIPELINE, LLC

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

     PAGE  

Independent Auditor’s Report

     2   

Consolidated Balance Sheets – September 30, 2012 (unaudited), December 31, 2011 and 2010

     3   

Consolidated Statements of Operations – For the Nine Months Ended September 30, 2012 (unaudited) and 2011 (unaudited) and for the Years Ended December 31, 2011 and 2010

     4   

Consolidated Statements of Members’ Equity – For the Nine Months Ended September 30, 2012 (unaudited) and 2011 (unaudited) and for the Year Ended December 31, 2011

     5   

Consolidated Statements of Cash Flows – For the Nine Months Ended September 30, 2012 (unaudited) and 2011 (unaudited) and for the Years Ended December 31, 2011 and 2010

     6   

Notes to Consolidated Financial Statements

     7   

 

-1-


INDEPENDENT AUDITOR’S REPORT

To the Board of Directors

Saddle Butte Pipeline, LLC

Durango, Colorado

We have audited the accompanying consolidated balance sheets of Saddle Butte Pipeline, LLC as of December 31, 2011 and 2010, and the related consolidated statements of operations, members’ 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 audits 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 Saddle Butte Pipeline, LLC as of December 31, 2011 and 2010, and the results of its operations and its cash flows for each of the years then ended in conformity with U.S. generally accepted accounting principles.

Hein & Associates LLP

Denver, Colorado

November 9, 2012


SADDLE BUTTE PIPELINE, LLC

CONSOLIDATED BALANCE SHEETS

 

     SEPTEMBER 30,     DECEMBER 31,  
     2012     2011     2010  
     (unaudited)              
ASSETS   

CURRENT ASSETS:

      

Cash and cash equivalents

   $ 22,904,421      $ 30,479,485      $ 27,590,737   

Accounts receivable:

      

Gas gathering and processing

     5,775,717        4,097,589        263,480   

Other receivables

     8,693,536        16,698,312        918,266   

Prepaid expenses and other current assets

     1,406,062        383,097        126,725   

Other prepaid equipment

     —          —          1,710,642   

Pipeline inventory

     14,763,011        19,514,930        1,120,690   
  

 

 

   

 

 

   

 

 

 

Total current assets

     53,542,747        71,173,413        31,730,540   
  

 

 

   

 

 

   

 

 

 

PROPERTY AND EQUIPMENT:

      

Pipeline

     74,239,200        57,375,360        —     

Gas plant and facilities

     53,568,593        53,567,175        —     

Field equipment and machinery

     6,882,630        6,443,704        —     

Other facility costs

     8,302,626        6,071,134        352,987   

Vehicles and other equipment

     1,718,023        1,403,283        802,538   
  

 

 

   

 

 

   

 

 

 
     144,711,072        124,860,656        1,155,525   

Less accumulated depreciation

     (8,821,505     (3,025,682     (603,589
  

 

 

   

 

 

   

 

 

 
     135,889,567        121,834,974        551,936   

Construction work in progress

     134,988,486        68,643,392        64,704,292   
  

 

 

   

 

 

   

 

 

 

Net property and equipment

     270,878,053        190,478,366        65,256,228   
  

 

 

   

 

 

   

 

 

 

OTHER ASSETS

     —          —          10,061   
  

 

 

   

 

 

   

 

 

 

TOTAL ASSETS

   $ 324,420,800      $ 261,651,779      $ 96,996,829   
  

 

 

   

 

 

   

 

 

 
LIABILITIES AND MEMBERS’ EQUITY   

CURRENT LIABILITIES:

      

Accounts payable

   $ 29,803,403      $ 30,801,296      $ 1,272,232   

Accrued expenses

     3,471,776        407,235        16,118,089   

Deferred revenue

     3,690,828        2,130,216        108,830   
  

 

 

   

 

 

   

 

 

 

Total current liabilities

     36,966,007        33,338,747        17,499,151   
  

 

 

   

 

 

   

 

 

 

REVOLVING LINE OF CREDIT

     10,000,000        —          —     

SUBORDINATED PROMISSORY NOTE, RELATED PARTY

     33,171,822        —          —     

COMMITMENTS AND CONTINGENCIES (Note 7)

      

MEMBERS’ EQUITY:

      

Contributed capital

     269,036,396        245,562,276        85,850,000   

Accumulated deficit and distributions

     (24,753,425     (17,249,244     (6,352,322
  

 

 

   

 

 

   

 

 

 

Total members’ equity

     244,282,971        228,313,032        79,497,678   
  

 

 

   

 

 

   

 

 

 

TOTAL LIABILITIES AND MEMBERS’ EQUITY

   $ 324,420,800      $ 261,651,779      $ 96,996,829   
  

 

 

   

 

 

   

 

 

 

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

 

-3-


SADDLE BUTTE PIPELINE, LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

 

     FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
    FOR THE YEARS ENDED
DECEMBER 31,
 
     2012     2011     2011     2010  
     (unaudited)     (unaudited)              

REVENUE

        

Residue gas sales

   $ 3,204,488      $ 3,343,932      $ 6,251,656      $ —     

Natural gas liquids sales

     6,983,128        4,170,246        7,951,969        831,657   

Crude oil sales

     392,686,958        7,628,096        50,065,002        —     

Gathering and processing fees

     13,935,772        1,452,049        3,891,099        633,316   

Pipeline construction fee revenue

     574,079        431,228        451,820        —     

Other plant revenue

     1,155,642        190,439        663,515        —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating revenue

     418,540,067        17,215,990        69,275,061        1,464,973   

COST OF PURCHASED GAS AND CRUDE OIL

     403,918,944        15,088,769        64,810,939        794,758   
  

 

 

   

 

 

   

 

 

   

 

 

 

NET MARGIN

     14,621,123        2,127,221        4,464,122        670,215   
  

 

 

   

 

 

   

 

 

   

 

 

 

OPERATING EXPENSES:

        

Field operating

     2,951,791        356,742        1,031,710        661,145   

Field maintenance

     1,951,367        87,583        844,536        —     

General and administrative

     10,671,686        5,900,238        9,304,197        3,116,958   

Depreciation and amortization

     5,795,823        1,011,586        2,422,093        484,767   

Impairment

     —          —          1,754,098        —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     21,370,667        7,356,149        15,356,634        4,262,870   
  

 

 

   

 

 

   

 

 

   

 

 

 

LOSS FROM OPERATIONS

     (6,749,544     (5,228,928     (10,892,512     (3,592,655
  

 

 

   

 

 

   

 

 

   

 

 

 

OTHER INCOME (EXPENSE):

        

Interest income

     5        705        720        2,649   

Interest (expense)

     (754,642     (8     (5,130     —     

Other income (expense)

     —          —          —          296   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other income (expense)

     (754,637     697        (4,410     2,945   
  

 

 

   

 

 

   

 

 

   

 

 

 

NET LOSS

   $ (7,504,181   $ (5,228,231   $ (10,896,922   $ (3,589,710
  

 

 

   

 

 

   

 

 

   

 

 

 

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

 

-4-


SADDLE BUTTE PIPELINE, LLC

CONSOLIDATED STATEMENTS OF MEMBERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 (UNAUDITED)

AND 2011 (UNAUDITED) AND FOR THE YEAR ENDED DECEMBER 31, 2011

 

     CONTRIBUTED
CAPITAL
     SUBSCRIPTIONS
RECEIVABLE
    DISTRIBUTIONS
AND NET LOSS
    TOTAL  

BALANCE, January 1, 2010

   $ 23,000,000       $ —        $ (2,762,612   $ 20,237,388   

Contributions

     62,850,000         —          —          62,850,000   

Net loss

     —           —          (3,589,710     (3,589,710
  

 

 

    

 

 

   

 

 

   

 

 

 

BALANCE, December 31, 2010

     85,850,000         —          (6,352,322     79,497,678   

Contributions

     159,198,200         —          —          159,198,200   

Member subscriptions for units

     55,973,902         (55,973,902     —          —     

Unit option compensation expense

     514,076         —          —          514,076   

Net loss

     —           —          (10,896,922     (10,896,922
  

 

 

    

 

 

   

 

 

   

 

 

 

BALANCE, December 31, 2011

     301,536,178         (55,973,902     (17,249,244     228,313,032   

Contributions

     22,387,600         —          —          22,387,600   

Member subscriptions for units

     8,133,530         (8,133,530     —          —     

Unit option compensation expense

     1,086,520         —          —          1,086,520   

Net loss

     —           —          (7,504,181     (7,504,181
  

 

 

    

 

 

   

 

 

   

 

 

 

BALANCE, September 30, 2012 (unaudited)

   $ 333,143,828       $ (64,107,432   $ (24,753,425   $ 244,282,971   
  

 

 

    

 

 

   

 

 

   

 

 

 

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

 

-5-


SADDLE BUTTE PIPELINE, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

     FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
    FOR THE YEARS ENDED
DECEMBER 31,
 
     2012     2011     2011     2010  
     (unaudited)     (unaudited)              

CASH FLOWS FROM OPERATING ACTIVITIES:

        

Net loss

   $ (7,504,181   $ (5,228,231   $ (10,896,922   $ (3,589,710

Adjustments to reconcile to net cash used in operating activities:

        

Depreciation and amortization

     5,795,823        1,011,586        2,422,093        484,767   

Loss on disposal and impairment of capital assets

     16,770        —          1,770,147        —     

Unit option compensation expense

     1,086,520        235,936        514,076        —     

Changes in operating assets and liabilities:

        

Accounts receivable

     6,326,648        (3,627,295     (19,614,155     (1,181,746

Other current assets

     (1,022,965     (55,852     1,454,270        (1,766,868

Inventory

     4,751,919        (16,617,657     (18,394,240     (1,120,690

Other assets

     —          —          —          (1,211

Accounts payable and accrued expenses

     2,066,648        (10,818,839     13,818,210        16,534,338   

Deferred revenue

     1,560,612        —          2,021,386        108,830   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     13,077,794        (35,100,352     (26,905,135     9,467,710   
  

 

 

   

 

 

   

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

        

Additions to pipeline and facilities

     (86,103,920     (79,421,437     (128,653,508     (56,620,964

Additions to furniture, fixtures and equipment

     (108,360     (202,600     (760,870     (689,047

Other non-current assets

     —          10,060        10,061        —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total cash used in investing activities

     (86,212,280     (79,613,977     (129,404,317     (57,310,011
  

 

 

   

 

 

   

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

        

Contributions

     22,387,600        124,705,700        159,198,200        62,850,000   

Proceeds from long-term debt

     43,171,822        —          —          —     

Distributions to members

     —          —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by financing activities

     65,559,422        124,705,700        159,198,200        62,850,000   
  

 

 

   

 

 

   

 

 

   

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

     (7,575,064     9,991,371        2,888,748        15,007,699   

CASH AND CASH EQUIVALENTS, beginning of period

     30,479,485        27,590,737        27,590,737        12,583,038   
  

 

 

   

 

 

   

 

 

   

 

 

 

CASH AND CASH EQUIVALENTS, end of period

   $ 22,904,421      $ 37,582,108      $ 30,479,485      $ 27,590,737   
  

 

 

   

 

 

   

 

 

   

 

 

 

SUPPLEMENTAL STATEMENT OF CASH FLOW DISCLOSURES:

        

Additions to pipeline and facilities through accounts payable

   $ 84,388,770      $ 79,624,037      $ 122,948,798      $ 41,377,639   
  

 

 

   

 

 

   

 

 

   

 

 

 

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

 

-6-


SADDLE BUTTE PIPELINE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES:

Business – Saddle Butte Pipeline, LLC is a midstream natural gas and crude oil gathering pipeline and processing company. Saddle Butte Pipeline, LLC gathers the natural gas and crude oil at the wellhead and transports the products to its crude terminal and gas processing plant in McKenzie County, North Dakota. The operations of the pipeline and facilities began in 2011. Saddle Butte Pipeline, LLC was formed on August 22, 2008. As an LLC, the members’ liability is limited to the amount their investment.

Basis of Presentation – The accompanying consolidated financial statements include the accounts of Saddle Butte Operating, LLC, Saddle Butte Assets, LLC, and Saddle Butte Fort Berthold Gathering, LLC, herein collectively referred to as the “Company” or “Saddle Butte.” All significant intercompany accounts and transactions have been eliminated in consolidation.

Liquidity – At September 30, 2012, the Company has had net losses since inception of approximately $24,653,000 (unaudited), and continues to fund operations and activities through member contributions and debt. Management believes that the positive cash flows that started in mid-2012, along with the commitment of additional member contributions, will allow the Company to continue its operations and expansion through 2013.

Use of Estimates – The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosures of contingent assets and liabilities. Actual results could differ from those estimates.

Cash and Cash Equivalents – Cash and cash equivalents consist of highly liquid investments, with original maturities of three months or less. From time to time, these cash accounts may exceed federally insured limits.

Gathering and Gas Processing Receivable – The Company accrues for revenue generated from the sales of residue natural gas, natural gas liquids that are gathered, compressed and processed on its system and for transportation fees for the crude oil on its system. Management regularly reviews the transportation and processing receivable amounts for collectability and records its allowance for uncollectible receivables under the specific identification method. The Company recorded no allowance for uncollected receivables at September 30, 2012 (unaudited) or at December 31, 2011 and 2010.

The Company currently has gathering and processing contracts with eight producers, which accounts for all the revenue and receivables from these activities.

 

-7-


SADDLE BUTTE PIPELINE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Other Receivables and Deferred Revenue – During 2012 and 2011, Saddle Butte Pipeline, LLC constructed extended facilities for producers connected to the gathering system. The construction activities were performed in accordance with the gathering contracts in place with the various producers. The cost of the facilities is billed as incurred at the Company’s cost plus an agreed-upon percentage margin. The progress billings resulted in an other receivable of $8.7 million (unaudited) and $16.7 million as of September 30, 2012 and December 31, 2011, respectively, and deferred revenue of $3.7 million (unaudited) and $2.1 million as of September 30, 2012 and December 31, 2011, respectively, which represents the agreed-upon percentage margin. The revenue will be recognized when the construction is complete. The Company has not recorded an allowance for uncollected receivables from these construction projects. These projects are with three producers.

During 2010, Saddle Butte Pipeline, LLC entered into an agreement to purchase 20 Lease Automatic Custody Transfer (LACT) units for a North Dakota producer. The 20 LACT units were not complete as of December 31, 2010; therefore, the payments made by the company were classified as other prepaid equipment of $1,710,642. The Company then progress billed the producer as stipulated in the agreement, resulting in an other receivable of $834,363 and deferred revenue of $108,830 as of December 31, 2010.

Fair Value of Financial Instruments – The Company’s financial instruments consist of cash and trade payables. The carrying value of cash and cash equivalents and trade payables are considered to be representative of their fair market value, due to the short maturity of these instruments.

Pipeline Inventory – Inventory consists of steel pipe, valves, fittings and materials which will be used on the construction of pipeline and gathering systems in North Dakota. These goods are valued at the lower of cost or market and no impairment has been recorded as of September 30, 2012 (unaudited) or at December 31, 2011 and 2010.

Property and EquipmentProperty and equipment assets consist of all costs incurred for the construction of an oil and gas gathering and transportation system, a 40,000 Mcf/d gas processing plant, a crude terminal and 70,000 barrels of crude storage.

Renewals and betterments, which substantially extend the useful lives of the assets, are capitalized. All costs necessary to place an asset into operation are capitalized. Maintenance and repairs are expensed when incurred. Property and equipment is generally depreciated using the straight-line method over 3 to 20 years depending on the type of asset. When property is retired or otherwise disposed of, the cost and accumulated depreciation are removed from appropriate accounts and any gain or loss is included in income.

 

-8-


SADDLE BUTTE PIPELINE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The Company evaluates impairment of its property and equipment to determine if the carrying value is recoverable based upon the undiscounted future cash flows. If it is not recoverable, an impairment is recorded for the difference between the carrying value and the fair value of the asset. Based upon this evaluation, an impairment of $0 (unaudited), $1.75 million and $0 was recorded at September 30, 2012, December 31, 2011 and 2010, respectively. This impairment is on wellhead gas processing units, which were utilized prior to the completion of the gathering system to capture natural gas liquids produced at the well.

Construction in Progress – Costs incurred for construction of oil and gas gathering and transportation systems in process and not operational are included in the account. No depreciation is recorded for these assets as they have not been placed in operations as of September 30, 2012 (unaudited), or at December 31, 2011 and 2010.

Asset Retirement Obligations – The Company accounts for asset retirement obligations by recording the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred, if a reasonable estimate of fair value can be made. The Company believes that a reasonable estimate of any asset retirement obligation cannot be made at this time.

Revenue Recognition – The Company generates its revenue from natural gas gathering, compression and processing, and the transportation of crude oil. The Company provides services under a fee-based arrangement.

Under fee-based arrangements, the Company receives a fee for gathering, processing and compression of natural gas and transportation of crude oil. The revenue the Company earns from these arrangements is generally directly related to the volume of crude oil and natural gas that flows through the Company’s systems and facilities and is not directly dependent on commodity prices. The Company takes title at the producer’s wellhead and sells at the crude terminal and gas processing plant.

The terms of the Company contracts vary based on gas quality conditions, the competitive environment when the contracts are signed, and customer requirements.

Gas and crude volumes received may be different from equivalent volumes delivered, resulting in imbalances. Imbalances as of September 30, 2012 (unaudited) and December 31, 2011 were immaterial.

 

-9-


SADDLE BUTTE PIPELINE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Income Taxes – The Company is a Limited Liability Company (LLC), therefore, no income tax provision is included in the accompanying consolidated financial statements. Any taxable income of the Company is reported in the respective tax returns of the Company members.

The Company has no significant uncertain tax positions in 2011 or 2010. The Company’s policy is to recognize accrued interest related to unrecognized tax benefits in interest expense, and to recognize tax penalties in operating expense. As of September 30, 2012 (unaudited) and December 31, 2011, the Company made no provision for interest or penalties related to uncertain tax positions. The Company files income tax returns in the U.S. federal jurisdiction and various states. There are currently no federal or state income tax examinations underway for these jurisdictions and tax returns for the periods from 2008 to 2011 are still open to examination.

Share-Based Payments – The Company accounts for member unit options where the measurement and recognition of compensation expense for all share-based payment awards to members and employees is based on estimated fair values.

Reclassifications – Certain prior year balances have been reclassified to conform to current year presentation. Such reclassifications had no impact on net loss or members’ equity.

New Accounting Pronouncements – In April 2011, the Financial Accounting Standards Board (FASB) issued new guidance to achieve common fair value measurement and disclosure requirements between U.S. generally accepted accounting principles and International Financial Reporting Standards. This new guidance amends current fair value measurement and disclosure guidance to include increased transparency around valuation inputs and investment categorization. This new guidance is effective for fiscal years and interim periods beginning after December 15, 2011. The Company does not believe its adoption of the new guidance will have an impact on its consolidated financial statements.

In June 2011, the FASB issued new guidance on the presentation of comprehensive income. The new guidance allows an entity to present components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate but consecutive statements. The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes of shareholders’ equity. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. Subsequently, in December 2011, the FASB modified the June guidance to defer the requirement that companies present reclassification adjustments for each component of accumulated other comprehensive income (loss) in both net income and other comprehensive income. This guidance is effective for fiscal years and interim periods beginning after December 15, 2011.

 

-10-


SADDLE BUTTE PIPELINE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

2. MEMBERS’ EQUITY:

Saddle Butte Pipeline, LLC is a Colorado LLC with membership interests owned by a group of investor members. For the year ended December 31, 2010, the members made $62,850,000 of cash contributions. For the year ended December 31, 2011, the members made additional cash contributions totaling $159,198,200. For the nine months ended September 30, 2012, the members have made additional cash contributions of $22,387,600 (unaudited).

During the first nine months of 2012, members and employees of the Company subscribed for 60,451 units (unaudited) at $100 per unit (unaudited) in exchange for non-recourse promissory notes. The subscription agreement calls for interest at 6% (unaudited). These subscriptions are due in 2019. The interest recognized on all subscribed units was $2,640,000 (unaudited) for the nine months ended September 30, 2012.

During 2011, members and employees of the Company subscribed for 547,200 units at $100 per unit in exchange for non-recourse promissory notes. The subscription agreement calls for interest at 6%, which resulted in $1,254,000 of interest recognized as of December 31, 2011. All subscriptions are due in 2018.

Stock Option Plan – The Company has adopted the 2008 Membership Unit Option Plan. Under the 2008 Plan, the maximum number of membership units that may be issued pursuant to exercise of options are 60,000.

The Black-Scholes option-pricing model was used to estimate the option fair values. This option-pricing model requires a number of assumptions, of which the most significant are, expected unit price volatility, the expected pre-vesting forfeiture rate and the expected option term (the amount of time from the grant date until the options are exercised or expire). Expected volatility was estimated based on industry comparables of other public energy companies. The expected option term is the life of the options.

The weighted average per share fair value of unit options granted during the period ended September 30, 2012 was $85.49 (unaudited). The fair value was estimated as of the grant date using the Black-Scholes option pricing model with the following assumptions (unaudited):

 

     2012  

Expected volatility

     89

Risk-free interest rate

     1.86

Expected dividends

     —     

Expected terms (in years)

     10   

 

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SADDLE BUTTE PIPELINE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The following table summarizes unit options outstanding and activity as of and for the period ended September 30, 2012:

 

     Shares     Weighted
Average
Exercise
Price
 

Outstanding at January 1, 2011

     —        $ —     

Granted

     47,000      $ 100   

Forfeited

     (1,300   $ 100   

Exercised

     —        $ —     
  

 

 

   

Outstanding at December 31, 2011

     45,700     
  

 

 

   

Exercisable at December 31, 2011

     —       
  

 

 

   
     (unaudited  

Granted

     13,250      $ 100   

Forfeited

     (1,500   $ 100   

Exercised

     —        $ —     
  

 

 

   

Outstanding at September 30, 2012

     57,450        (unaudited
  

 

 

   

Exercisable at September 30, 2012

     8,767        (unaudited
  

 

 

   

The Company recorded compensation expense of $1,086,521 (unaudited) for the nine months ended September 30, 2012, and $514,076 for the year ended December 31, 2011 for the fair value of the options. The amounts of $3,308,502 (unaudited) and $3,392,937 of unrecognized compensation expense remains as of September 30, 2012 and December 31, 2011, respectively.

 

3. RELATED PARTY TRANSACTIONS:

The Company entered into a management services agreement with Peak Energy Resources, LLC (Peak) on August 1, 2008. Peak is a related party with similar ownership. Pursuant to the agreement, Saddle Butte Pipeline, LLC is to compensate Peak Energy Resources, LLC based on Peak’s actual costs in providing certain services, which are to include an allocation of overhead for providing management services. The total paid by Saddle Butte Pipeline, LLC to Peak Energy Resources, LLC as of September 30, 2012 and as of December 31, 2011 and 2010 was $83,000 (unaudited), $226,000 and $282,000, respectively. The Company had outstanding payable balances due to Peak Energy Resources, LLC in the amounts of $85,000 (unaudited), $12,000 and $131,000 at September 30, 2012, December 31, 2011 and 2010, respectively.

 

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SADDLE BUTTE PIPELINE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

4. PROPERTY AND EQUIPMENT:

Gas plant, pipeline, and related equipment consisted of the following:

 

     September 30,      December 31,  
     2012      2011      2010  
     (unaudited)                

Land

   $ 265,367       $ 265,367       $ —     

Line pack

     2,053,448         1,348,731         —     

Right of way

     5,144,608         3,712,338         —     

Pipeline

     74,239,200         57,375,360         —     

Gas plant and facilities

     53,568,593         53,567,175         —     

Field equipment and machinery

     6,882,630         6,443,704         —     

Buildings

     839,203         744,698         352,987   

Vehicles

     759,591         596,974         449,347   

Office equipment

     958,432         806,309         353,191   
  

 

 

    

 

 

    

 

 

 
   $ 144,711,072       $ 124,860,656       $ 1,155,525   
  

 

 

    

 

 

    

 

 

 

Accumulated depreciation

   $ 8,821,505       $ 3,025,682       $ 603,589   
  

 

 

    

 

 

    

 

 

 

Depreciation expense on property and equipment of $5,795,823 (unaudited), $2,422,093 and $484,767 was recorded by the Company for the nine months ended September 30, 2012 and the years ended December 31, 2011 and 2010, respectively.

 

5. FAIR VALUE OF FINANCIAL INSTRUMENTS:

The Company accounts for its nonfinancial assets and liabilities measured on a nonrecurring basis by using a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

 

Level 1 —

   Quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 —

   Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs or significant value drivers are observable.

Level 3 —

   Unobservable inputs that reflect the Company’s own assumptions.

 

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SADDLE BUTTE PIPELINE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Assets and Liabilities Measured at Fair Value on a Nonrecurring BasisCertain assets and liabilities are measured at fair value on a nonrecurring basis in our consolidated balance sheets, and the Company utilizes fair value measurement standards as they related to our nonfinancial assets and liabilities.

The following methods and assumptions were used to estimate the fair values for nonrecurring measurements made in 2011 and 2010:

Property and Equipment Impairments The Company reviews its property and equipment for impairment when events and circumstances indicate a possible decline in the recoverability of the carrying value of such property. The Company estimates the future cash flows expected in connection with the property and compare such future cash flows to the carrying amount of the property to determine if the carrying amount is recoverable. If the carrying amount of the property exceeds its estimated undiscounted future cash flows, the carrying amount of the property is reduced to its estimated fair value. Fair value may be estimated using comparable market data, a discounted cash flow method, or a combination of the two. In the discounted cash flow method, estimated future cash flows are based on management’s expectations for the future and include estimates of future oil and gas production, commodity prices based on published forward commodity price curves as of the date of the estimate, operating and development costs, and a risk-adjusted discount rate.

Measurement information for property and equipment measured at fair value on a nonrecurring basis in 2011 was as follows:

 

     Level 1      Level 2      Level 3  

Field equipment and machinery

   $  –         $  –         $ 6,443,704   

 

6. LONG TERM DEBT (UNAUDITED):

Revolving Line of Credit – Wells Fargo – On October 7, 2011, the Company entered into a credit agreement with Wells Fargo Bank, NA. The credit agreement initially was to be used for the issuance of letters of credit with the ability to move to a revolving line of credit within a year. On July 12, 2012, the agreement was modified into the revolving line of credit with $34.0 million available for borrowing and $4.0 million available for letter of credit. At September 30, 2012, the Company had $10.0 million outstanding on the facility and $300,000 in outstanding Letters of Credit. Letters of credit outstanding at December 31, 2011 totaled $4.75 million. Any balance outstanding on the credit facility is due October 7, 2014.

 

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SADDLE BUTTE PIPELINE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The interest rate for the amounts outstanding under the revolving line of credit is based on the current Prime Rate plus a margin determined by the Consolidated Total Leverage Ratio. At September 30, 2012, the interest rate was 5.75%. Interest on the amounts outstanding under the revolving line of credit is payable monthly. For the nine months ended September 30, 2012, the Company incurred interest expense of $119,000 and the Company capitalized interest costs of $45,000.

The agreement has various negative covenants that the Company must meet. At September 30, 2012 and December 31, 2011, the Company was in compliance with those covenants.

Subordinated Promissory Note – Related Party – On June 20, 2012, the Company entered into a subordinated credit agreement with Saddle Butte Pipeline II, LLC, a related party with similar ownership. The agreement allows the Company to borrow up to $32.5 million. At September 30, 2012, the Company had $32.1 million outstanding on the facility. The unpaid principal balance of this Subordinated Promissory Note is due October 1, 2015.

The interest rate for the amounts outstanding under the revolving line of credit is 15% and is payable quarterly. Per the Subordination Agreement with Wells Fargo, NA, the interest is treated as PIK Interest and is added to the principal amount owing under the Note. For the nine months ended September 30, 2012, the Company incurred interest expense of $1,072,000 and the Company capitalized interest costs of $445,000.

 

7. COMMITMENTS AND CONTINGENCIES:

Lease Commitments – The Company leases office space under non-cancellable operating leases through March 2015. The Company leases office space in Durango, Colorado, Denver, Colorado, and Houston, Texas. The Company also leases gas compressor units from various vendors. These compressor leases have terms ranging from 1 to 2 years. It has been determined that these leases do not constitute capital leases. Future payments under these leases are as follows:

 

2012

   $ 406,000   

2013

     1,692,000   

2014

     194,000   

2015

     10,000   

2016

     —     
  

 

 

 
   $ 2,302,000   
  

 

 

 

Other – The Company may from time to time be involved in various other legal actions arising in the normal course of business. In the opinion of management, the Company’s liability, if any, in these pending actions would not have a material adverse effect on the financial position of the Company. The Company’s general and administrative expenses would include amounts incurred to resolve claims made against the Company.

 

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SADDLE BUTTE PIPELINE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

8. SUBSEQUENT EVENTS:

Subsequent events have been evaluated through November 9, 2012, the date the consolidated financial statements were issued.

 

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