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Related Party Transactions
6 Months Ended
Jun. 30, 2015
Related Party Transactions [Abstract]  
Related Party Transactions

(5)  Related Party Transactions

 

On September 17, 2007, the Company entered into a drilling program with Hoactzin Partners, L.P. (“Hoactzin”) for ten wells to be drilled on the Company’s Kansas Properties (the “Ten Well Program”). Peter E. Salas, the Chairman of the Board of Directors of the Company, is the controlling person of Hoactzin. He was also at the time the sole shareholder and controlling person of Dolphin Management, Inc., the general partner of Dolphin Offshore Partners, L.P., which was the Company’s largest shareholder.

 

Under the terms of the Ten Well Program, Hoactzin would receive all the working interest in the ten wells in the Program, but would pay an initial fee to the Company of 25% of its working interest revenues net of operating expenses.  This is referred to as a management fee but, as defined, is in the nature of a net profits interest.  The fee paid to the Company by Hoactzin would increase to 85% if net revenues received by Hoactzin reached an agreed payout point (the “Payout Point”) for its interest in the Ten Well Program.

 

On September 17, 2007, Hoactzin, simultaneously with subscribing to participate in the Ten Well Program, was conveyed a 75% net profits interest in the methane extraction project developed by MMC at the Carter Valley landfill owned by Republic Services in Church Hill, Tennessee (the "Methane Project").  Through June 30, 2015 no payments were made to Hoactzin for its net profits interest in the Methane Project, because no net profits were generated.

 

In February 2014, net revenues earned by Hoactzin from the Ten Well Program reached the Payout Point which increased the management fee due to the Company by Hoactzin from 25% to 85% and reduced the net profits interest in the Methane Project from 75% to 7.5%.

 

On December 18, 2007, the Company entered into a Management Agreement with Hoactzin to manage Hoactzin’s working interest in certain oil and gas properties located in the onshore Texas Gulf Coast, offshore Texas, and offshore Louisiana (the “Management Agreement”).   The Management Agreement terminated by its own terms on December 18, 2012.  The Company is assisting Hoactzin with becoming operator of record of these wells.  The Company has entered into a transition agreement with Hoactzin whereby Hoactzin and its controlling member indemnify the Company for any costs or liabilities incurred by the Company resulting from such assistance, or the fact that the Company remains the operator of record on certain of these wells.

 

During the course of the Management Agreement, the Company became the operator of certain properties owned by Hoactzin.  The Company obtained from IndemCo, over time, bonds in the face amount of approximately $10.7 million for the purpose of covering plugging and abandonment obligations for Hoactzin’s operated properties located in federal offshore waters.   In connection with the issuance of these bonds the Company signed a Payment and Indemnity Agreement whereby the Company guaranteed payment of any bonding liabilities incurred by IndemCo.   Dolphin Direct Equity Partners, LP also signed the Payment and Indemnity Agreement, and was jointly and severally liable with the Company for the obligations to IndemCo.  Dolphin Direct Equity Partners, L.P. is a private equity fund controlled by Peter E. Salas that has a significant economic interest in Hoactzin.  As of May 15, 2014, all bonds issued by IndemCo and subject to the Payment and Indemnity Agreement were released by the BSEE and were cancelled by IndemCo.  Accordingly, the exposure to the Company under any of the now cancelled IndemCo bonds or the indemnity agreement relating to those bonds has decreased to zero.

 

As part of the transition to Hoactzin becoming operator of its own properties, right-of-use and easement (“RUE”) bonds in the amount of $1.55 million were required by the regulatory process to be issued by Argonaut in the Company’s name as current operator.  Hoactzin is in the process of transferring these RUE bonds from the Company to Hoactzin.  Hoactzin and Dolphin Direct signed an indemnity agreement with Argonaut and provided all the collateral for the new Argonaut bonds, including 100% cash collateral for the RUE bonds issued in the Company’s name.  The Company is not party to any indemnity agreement with Argonaut and has not provided any collateral for any of the Argonaut bonds.  When the transfer of the RUE’s and associated bonds is approved, the transfer of operations to Hoactzin would be complete and the Company’s involvement in the Hoactzin properties will be ended.

 

As operator, the Company routinely contracted in its name for goods and services with vendors in connection with its operation of the Hoactzin properties.  In practice, Hoactzin directly paid these invoices for goods and services that were contracted in the Company’s name.  As a result of operations performed in late 2009 and early 2010, Hoactzin had significant past due balances to several vendors, a portion of which were included on the Company’s balance sheet.  Payables related to these past due and ongoing operations remained outstanding at June 30, 2015 and December 31, 2014 in the amount of $159,000.   The Company has recorded the Hoactzin-related payables and the corresponding receivable from Hoactzin as of June 30, 2015 and December 31, 2014 in its Consolidated Balance Sheets under “Accounts payable – other” and “Accounts receivable – related party”.  However, Hoactzin had not made payments to reduce the $159,000 of past due balances from 2009 and 2010 since the second quarter of 2012.  Based on these circumstances, the Company has elected to establish an allowance in the amount of $159,000 for the balances outstanding at June 30, 2015 and December 31, 2014.  This allowance was recorded in the Company’s Consolidated Balance Sheets under “Accounts receivable – related party”.  This results in no balances being recorded in the Company’s Consolidated Balance Sheets under “Accounts receivable – related party, less allowance for doubtful accounts of $159”.

 

The Company has entered into an agreement with Hoactzin whereby Hoactzin and Dolphin Direct are indemnifying the Company for any costs or liabilities incurred by the Company resulting from such assistance, or the fact that the Company is still the operator of record on certain of these wells.  Until such time as Hoactzin becomes operator of record on these wells, the Company is suspending drilling payments to Hoactzin.  As of June 30, 2015 and December 31, 2014, the Company has suspended approximately $619,000 and $590,000 in payments, respectively.  This balance of these suspended payments is recorded in the Consolidated Balance Sheet under “Accounts payable – related party”.

 

The Company has not advanced any funds to pay any obligations of Hoactzin.  No borrowing capability of the Company has been used by the Company in connection with its obligations under the Management Agreement, except for those funds used to collateralize the appeal bond with RLI Insurance Company.