EX-99.3 5 a13-21742_2ex99d3.htm EX-99.3

Exhibit 99.3

 

Independent Auditor’s Report

 

The Partners

High Roller Wells Karnes SWD No.1, Ltd.

Center, Texas

 

We have audited the accompanying financial statements of High Roller Wells Karnes SWD No.1, Ltd. (the “Partnership”), which comprise the statements of operations and partners’ capital and cash flows for the period from inception (March 14, 2012) through December 4, 2012, and the related notes to the financial statements.

 

Management’s Responsibility for the Financial Statements

 

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditor’s Responsibility

 

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

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Opinion

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of High Roller Wells Karnes SWD No.1, Ltd. for the period from inception (March 14, 2012) through December 4, 2012 in accordance with accounting principles generally accepted in the United States of America.

 

Basis of Presentation

 

As discussed in Note 1, these financial statements reflect the results of operations of the Partnership through the date on which substantially all operating assets were contributed to a newly formed entity in preparation for sale.  These financial statements are not intended to be indicative of the actual operations of the Partnership for a full year.

 

/s/ BDO USA, LLP

Dallas, Texas

September 27, 2013

 

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High Roller Wells Karnes SWD No. 1, Ltd.

 

Statement of Operations and Partners’ Capital

 

 

 

Period from
inception
(March 14,
2012) through
December 4,
2012

 

 

 

 

 

Revenues

 

 

 

Water disposal services

 

$

1,323,392

 

Crude oil sales

 

3,335,524

 

 

 

 

 

Total revenues

 

4,658,916

 

 

 

 

 

Expenses

 

 

 

Well servicing

 

2,323,408

 

General and administrative

 

221,367

 

Depreciation

 

301,148

 

 

 

 

 

Total expenses

 

2,845,923

 

 

 

 

 

Operating income

 

1,812,993

 

 

 

 

 

Other Income (Expense)

 

 

 

Interest expense

 

(18,468

)

 

 

 

 

Income before taxes

 

1,794,525

 

 

 

 

 

Provision for taxes

 

(26,800

)

 

 

 

 

Net income

 

1,767,725

 

 

 

 

 

Partners’ Capital, at inception

 

 

Capital Contributions

 

5,400,000

 

 

 

 

 

Partners’ Capital, at December 4, 2012

 

$

7,167,725

 

 

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

 

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High Roller Wells Karnes SWD No. 1, Ltd.

 

Statement of Cash Flows

 

 

 

Period from
inception
(March 14,
2012) through
December 4,
2012

 

 

 

 

 

Cash flows from operating activities

 

 

 

Net income

 

$

1,767,725

 

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

 

 

 

Depreciation

 

301,148

 

Changes in operating assets and liabilities:

 

 

 

Accounts receivable

 

(438,377

)

Other current assets

 

(4,640

)

Accounts payable

 

288,504

 

Accrued expenses

 

298,500

 

 

 

 

 

Net cash provided by operating activities

 

2,212,860

 

 

 

 

 

Cash flows from investing activities

 

 

 

Purchases of property and equipment

 

(7,085,110

)

 

 

 

 

Net cash used in investing activities

 

(7,085,110

)

 

 

 

 

Cash flows from financing activities

 

 

 

Partner contributions

 

5,400,000

 

Borrowings on debt - related party

 

800,000

 

Repayment of debt - related party

 

(400,000

)

 

 

 

 

Net cash provided by financing activities

 

5,800,000

 

 

 

 

 

Net increase in cash and cash equivalents

 

927,750

 

 

 

 

 

Cash and cash equivalents, at inception

 

 

 

 

 

 

Cash and cash equivalents, at December 4, 2012

 

$

927,750

 

 

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

 

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High Roller Wells Karnes SWD No. 1, Ltd.

 

Notes to Financial Statements

 

1.              Organization and Nature of Operations

 

Formation Transactions

 

High Roller Wells Karnes SWD No. 1, Ltd. (the “Partnership”) is a Texas Limited Liability Company formed on March 14, 2012. The Partnership had an initial capitalization of $250,000 with partner commitments for additional contributions as needed for working capital. Additional capital contributions made through December 4, 2012 totaled $5,150,000.

 

Basis of Presentation

 

As described in Note 6, Oilfield Water Lines, LP acquired a controlling interest in the Partnership on December 4, 2012. These financial statements have been prepared to report the results of operations of the Partnership through the date of acquisition by Oilfield Water Lines, LP (the “Acquirer”). Such financial statements, rather than complete financial statements, are presented because the primary operating assets were acquired by Oilfield Water Lines, LP and ceased to be operated by the Partnership. The financial statements presented are not representative of the actual operations of the Partnership for a full year.

 

Nature of Business

 

The Partnership is engaged in the water services business, the assets of which include water treatment and disposal facilities. The Partnership generates revenues from the gathering, treatment, and disposal of wastewater generated from oil and natural gas production operations, and from the sale of recovered hydrocarbons.

 

2.              Summary of Significant Accounting Policies

 

Estimates

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of the Partnership’s revenues, expenses and costs. These estimates are based on management’s knowledge of current events, historical experience, and various other assumptions that management believes to be reasonable under the circumstances. Although management believes these estimates are reasonable, actual results could differ from those estimates.

 

Revenue Recognition

 

The Partnership records revenues from crude oil sales at the time title to the product transfers to the purchaser, which typically occurs upon receipt of the product by the purchaser. The Partnership records water disposal revenues at the time the service is performed, which is upon receipt of the wastewater at the disposal facilities.

 

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High Roller Wells Karnes SWD No. 1, Ltd.

 

Notes to Financial Statements

 

Depreciation

 

Depreciation in the statement of operations includes all depreciation of property, plant and equipment.  Property, plant and equipment consist primarily of water treatment and disposal facilities, which have an estimated useful life of 30 years.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash on hand, demand and time deposits, and funds invested in highly liquid instruments with maturities of three months or less at the date of purchase.

 

Impairments

 

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 360 “Property, Plant and Equipment” (“ASC 360”), long-lived assets, such as property, and equipment, are reviewed whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of such assets to estimated undiscounted future cash flows expected to be generated by the assets. Expected future cash flows and carrying values are aggregated at their lowest identifiable level. If the carrying amount of such assets exceeds their estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of such assets exceeds the fair value of the assets. The Partnership evaluated its asset group in accordance with ASC 360 which resulted in no impairment for the period from inception (March 14, 2012) through December 4, 2012.

 

Environmental

 

The Partnership is subject to extensive federal, state, and local environmental laws and regulations. These laws regulate the discharge of materials into the environment and may require the Partnership to remove or mitigate the adverse environmental effects of the disposal or release of petroleum or chemical substances at various sites. Environmental expenditures are expensed or capitalized depending on their future economic benefit. Expenditures that relate to an existing condition caused by past operations and that have no future economic benefits are expensed. Liabilities for expenditures of a non-capital nature are recorded when environmental assessment and/or remediation is probable and the costs can be reasonably estimated.

 

The Partnership may be subject to removal and restoration costs upon retirement of its facilities.  Management is currently unable to predict when, or if, these facilities will become obsolete and require restoration.  Accordingly, no provision for this liability has been made in these financial statements as both the amount and timing of such potential future costs are indeterminable.

 

Income taxes

 

The Partnership is not subject to federal income taxes; instead, the taxable earnings or losses of the Partnership are reported by the Partners’ in their separate income tax returns. Accordingly, no provision for federal income taxes has been made in these financial statements.  The Partnership

 

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High Roller Wells Karnes SWD No. 1, Ltd.

 

Notes to Financial Statements

 

is subject to the Texas margin tax, and a provision for this expense is included in the statements of operations.

 

The Partnership recognizes uncertain tax positions only if it is “more likely than not” that the position is sustainable, based solely on its technical merits and consideration of the relevant taxing authority’s widely understood administrative practices and precedents.  The Partnership has evaluated tax positions taken or expected to be taken in the course of preparing the Partnership’s tax returns to determine whether the tax positions are more likely than not to be sustained by the applicable tax authority.  Based on this analysis, all material tax positions were deemed to meet a more likely than not threshold.  Therefore, no tax expense, including any interest and penalties, was recorded in the current period.  Tax years from inception of the Partnership remain open.

 

3.              Long-Term Debt - Related Party

 

On August 21, 2012, the Partnership executed a loan agreement with an entity owned by its partners whereby it borrowed a total of $800,000.  The Partnership made principal payments on the note totaling $400,000 through December 4, 2012, leaving a principal balance of $400,000 at December 4, 2012. The note bore interest at a rate of 4% per with a maturity date of August 21, 2014.  The note was subsequently paid in full on December 4, 2012.

 

4.              Related Party Transactions

 

The Partnership enters into transactions with related parties in the normal course of conducting business.

 

The Partnership pays royalties of 9% of crude oil sales and $0.05 per barrel of water disposal to the related party land owner for disposal operations. Total royalties paid during the period ended December 4, 2012 were $411,566.

 

Throughout 2012, the Partnership paid $15,000 per month to an affiliate for administrative support.

 

During the period ended December 4, 2012, the Partnership paid approximately $257,000 for construction labor provided by an affiliate at the Partnership’s well site.

 

In 2012, the Partnership borrowed a total of $800,000 from an entity owned by its partners (see Note 3 above). Related party interest expense was $18,468 for the period ended December 4, 2012.

 

5.              Commitments and Contingencies

 

Concentrations of Credit Risk

 

Financial instruments which subject the Partnership to credit risk consist primarily of cash balances maintained in excess of federal depository insurance limits and trade receivables. All of the Partnership’s non-interest bearing cash balances were fully insured at December 4, 2012 due

 

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High Roller Wells Karnes SWD No. 1, Ltd.

 

Notes to Financial Statements

 

to a temporary federal program in effect from December 31, 2010 through December 28, 2012.  Under the program, there is no limit to the amount of insurance for eligible accounts.

 

The Partnership’s customer base consists primarily of multi-national and independent oil and natural gas producers. The Partnership does not require collateral on its trade receivables. For the period ended December 4, 2012, one customer accounted for 72% of total revenues. There were no other customers that amounted to 10% or more of total revenues.

 

Litigation

 

The Partnership is subject to various other claims and legal actions that arise in the ordinary course of business. Management does not believe that any of these claims and actions, separately or in the aggregate, will have a material adverse effect on the Partnership’s business, financial condition, results of operations, or cash flows, although no guarantee can be made that a material adverse effect will not occur.

 

6. Subsequent Events

 

On December 4, 2012, the Partnership contributed all assets, excluding cash, accounts receivable, certain contracts and proprietary information, to a newly-formed limited liability company (“Newco”). Contemporaneously, the partners of the Partnership entered into a Purchase and Sale Agreement with Oilfield Water Lines, LP for the sale of 75% of the membership interests of Newco.

 

The Partnership has evaluated subsequent events through September 27, 2013, the date the financial statements were available for issuance.

 

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