UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): July 27, 2012
TETRA Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
1-13455 |
74-2148293 |
(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
of incorporation) |
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Identification No.) |
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24955 Interstate 45 North |
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The Woodlands, Texas 77380 |
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(Address of Principal Executive Offices and Zip Code) |
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Registrant’s telephone number, including area code: (281) 367-1983 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12b)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On July 31, 2012, TETRA Technologies, Inc. (TETRA) filed a Current Report on Form 8-K announcing that TETRA, through its wholly owned subsidiaries TETRA Production Testing Services, LLC, a Delaware limited liability company (“TPTS”) and Greywolf Energy Services Ltd., an Alberta corporation (“Greywolf Energy,” and collectively with TPTS, the “Purchasers”), closed its previously announced acquisition of substantially all of the assets of Greywolf Production Systems Inc., an Alberta corporation (“GPS Inc.”), 1554531 Alberta Ltd., an Alberta corporation (“1554531”) and GPS Limited, a Colorado corporation (“GPS Ltd.,” and collectively with GPS Inc. and 1554531, the “Vendors”) pursuant to an Asset Purchase Agreement (the “Purchase Agreement”) between the Vendors, Greywolf USA Holdings, Inc., a Colorado corporation, the shareholders designated therein and the Purchasers, for an aggregate of US $55.5 million in cash consideration. This Amendment No. 1 to the Current Report on Form 8-K (“Amendment No. 1”) is being filed by TETRA to amend the Current Report on Form 8-K filed on July 31, 2012 to provide the required financial information in accordance with Items 9.01(a) and 9.01(b) of such Current Report.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The audited consolidated financial statements of GPS Inc. and its subsidiaries, as well as the associated report of independent registered public accounting firm related thereto for the fiscal year ended September 30, 2011, are included in this Amendment No. 1 as Exhibit 99.1 and incorporated herein by reference in response to Item 9.01(a). These financial statements are denominated in Canadian Dollars.
The unaudited consolidated financial statements of GPS Inc. and its subsidiaries as of March 31, 2012 and for the six-month periods ended March 31, 2012 and 2011 are included in this Amendment No. 1 as Exhibit 99.2 and incorporated herein by reference in response to Item 9.01(a). These financial statements are denominated in Canadian Dollars.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined balance sheet of TETRA as of March 31, 2012 and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2011 and the three-month period ended March 31, 2012 are included in this Amendment No. 1 as Exhibit 99.3 and incorporated herein by reference in response to Item 9.01(b).
Exhibits.
Exhibit Number |
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Description |
Exhibit 23.1 |
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Consent of BDO Canada LLP |
Exhibit 99.1
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Audited Consolidated Financial Statements of Greywolf Production Systems, Inc. for the fiscal year ended September 30, 2011 |
Exhibit 99.2
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Unaudited Consolidated Financial Statements of Greywolf Production Systems, Inc. as of March 31, 2012 and for the six-month periods ended March 31, 2012 and 2011. |
Exhibit 99.3 |
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Unaudited pro forma condensed combined balance sheet of TETRA Technologies, Inc. as of March 31, 2012 and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2011 and the three-month period ended March 31, 2012. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TETRA Technologies, Inc.
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By: |
/s/Stuart M. Brightman |
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Stuart M. Brightman |
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President & Chief Executive Officer |
Date: October 11, 2012 |
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EXHIBIT INDEX
Exhibit Number |
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Description |
Exhibit 23.1 |
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Consent of BDO Canada LLP |
Exhibit 99.1
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Audited Consolidated Financial Statements of Greywolf Production Systems, Inc. for the fiscal year ended September 30, 2011. |
Exhibit 99.2
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Unaudited Consolidated Financial Statements of Greywolf Production Systems, Inc. as of March 31, 2012 and for the six-month periods ended March 31, 2012 and 2011. |
Exhibit 99.3 |
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Unaudited pro forma condensed combined balance sheet of TETRA Technologies, Inc. as of March 31, 2012 and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2011 and the three-month period ended March 31, 2012. |
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Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the following Registration Statements:
(1) Registration Statement (Form S-4 No. 333-115859) of TETRA Technologies, Inc. and in the related Prospectus,
(2) Registration Statements (Form S-8 Nos. 333-40509, 33-41337, 33-35750, 33-76804, 33-76806, 333-04284, 333-09889, 333-61988, 333-84444, 333-76039, 333-114034, 333-115859, 333-126422, 333-133790, 333-142637, 333-149347, 333-149348, 333-150783, 333-166537, 333-174090, 333-177995, and 333-183030) of TETRA Technologies, Inc., and
(3) Registration Statement (Form S-3 No. 333-163409) of TETRA Technologies, Inc. and in the related Prospectus;
of our report dated July 25, 2012, with respect to the consolidated balance sheet of Greywolf Production Systems, Inc. and subsidiaries as of September 30, 2011, and the related consolidated statements of income, retained earnings and cash flows for the year ended September 30, 2011 which is contained in this Current Report on Form 8-K/A.
/s/BDO Canada LLP
Chartered Accountants
Red Deer, Alberta
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Directors of Greywolf Production Systems Inc.
We have audited the accompanying consolidated financial statements of Greywolf Production Systems Inc. and its subsidiaries, which comprise the consolidated balance sheet as at September 30, 2011, and the consolidated statements of income, retained earnings and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with Canadian generally accepted accounting principles, and for such internal control as management determines is necessary to enable the preparation of consolidated 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 consolidated financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated 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 consolidated 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Greywolf Production Systems Inc. and its subsidiaries as of September 30, 2011, and the results of its operations and its cash flows for the year then ended in accordance with Canadian generally accepted accounting principles.
/s/BDO Canada LLP
Chartered Accountants
Red Deer, Alberta
July 25, 2012
GREYWOLF PRODUCTION SYSTEMS INC.
Consolidated Balance Sheet
September 30, 2011
(Denominated in Canadian Dollars)
See notes to consolidated financial statements
GREYWOLF PRODUCTION SYSTEMS INC.
Consolidated Statement of Income
Year Ended September 30, 2011
(Denominated in Canadian Dollars)
See notes to consolidated financial statements
GREYWOLF PRODUCTION SYSTEMS INC.
Consolidated Statement of Retained Earnings
Year Ended September 30, 2011
(Denominated in Canadian Dollars)
See notes to consolidated financial statements
GREYWOLF PRODUCTION SYSTEMS INC.
Consolidated Statement of Cash Flows
Year Ended September 30, 2011
(Denominated in Canadian Dollars)
See notes to consolidated financial statements
GREYWOLF PRODUCTION SYSTEMS INC.
Notes to Consolidated Financial Statements
Year Ended September 30, 2011
(Denominated in Canadian Dollars)
1.
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.
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Equipment
Equipment is stated at cost less accumulated
amortization. Equipment is 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 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
interests.
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 financial statements in conformity
with Canadian generally accepted accounting principles 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 include providing for amortization of equipment,
and allowances for doubtful accounts. Actual results could differ from these
estimates.
3. FINANCIAL
INSTRUMENTS
Credit
Risk
Credit risk arises from the potential that a counter
party will fail to perform its obligations. The Company is exposed to credit
risk from customers. Six customers account for 63% of accounts receivable.
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.
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.
Interest
Rate Risk
The Company is subject to risk related to its operating
line and some of its long term debt as the interest charged on these amounts
fluctuates with the prime lending rate of the lending institution. Interest
rate risk also exists in that some of the Company's long term debt as it is a
fixed rate. Should market interest rates vary significantly, the Company could
be paying interest at a rate either higher or lower than the market rate.
Currency
Risk
Currency risk is the risk that the fair value or future cash flows of financial instruments will fluctuate because of changes in foreign exchange rates. The Company has operations in the United States and therefore is exposed to the financial impact arising from changes in the U.S. dollar. Additionally, because the presentation currency of the Company is Canadian dollars, differences arise when its U.S. operations are translated into the presentation currency. These differences are recorded in the Cumulative Translation Adjustment account in equity.
4. EQUIPMENT
During the 2011 year, equipment was acquired at an aggregate cost of $4,222,258 of which $359,635 was acquired by means of finance contracts and loans and the remaining balance was paid in cash.
5. LOANS
RECEIVABLE
6. DUE FROM RELATED PARTIES
Amounts due from related parties are non‑interest bearing and have no set terms of repayment.
7. BANK
INDEBTEDNESS
The Company has an approved line of credit for $3,500,000 which bears interest at prime plus 2.25%. Prime rate as at September 30, 2011 was 3.00%. At year end the Company had a temporary bulge in the line of credit to a maximum of $4,500,000.
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. At September 30, 2011 the Company was in breach of the covenants.
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. LONG TERM DEBT
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Finance contract loan bearing interest at 0% per annum, repayable in monthly blended payments of $990. The contract matures on May 21, 2012. |
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7,922 |
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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. |
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40,099 |
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Finance contract loan bearing interest at 5.99% per annum, repayable in monthly blended payments of $922. The contract matures on February 23, 2015. |
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34,109 |
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Finance contract loan bearing interest at 5.99% per annum, repayable in monthly blended payments of $943. The contract matures on February 23, 2015. |
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34,883 |
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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. |
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35,004 |
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Finance contract loan bearing interest at 5.99% per annum, repayable in monthly blended payments of $930. The contract matures on May 20, 2015. |
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36,674 |
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Finance contract loan bearing interest at 5.99% per annum, repayable in monthly blended payments of $682. The contract matures on June 30, 2015. |
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27,242 |
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Finance contract loan bearing interest at 5.99% per annum, repayable in monthly blended payments of $790. The contract matures on October 30, 2015. |
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34,278 |
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Finance contract loan bearing interest at 5.99% per annum, repayable in monthly blended payments of $744. The loan matures on November 10, 2015. |
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32,862 |
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Finance contract loan bearing interest at 6.59% per annum, repayable in monthly blended payments of $913. The loan matures on December 6, 2014. |
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31,969 |
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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. |
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200,000 |
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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. |
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360,000 |
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Finance contract loan bearing interest at 8.3% per annum, repayable in monthly blended payments of $933. The loan matures on May 26, 2013. |
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17,371 |
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Finance contract loan bearing interest at 8.3% per annum, repayable in monthly blended payments of $933. The loan matures on May 26, 2013. |
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17,371 |
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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. |
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45,134 |
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Finance contract payable bearing interest at 6.49% per annum, repayable in monthly blended payments of $810. The loan matures on July 8, 2015. |
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32,917 |
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Finance contract loan bearing interest at 6.91% per annum, repayable in monthly blended payments of $970. The loan matures on May 25, 2014. |
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28,269 |
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Finance contract loan bearing interest at 7% per annum, repayable in monthly blended payments of $634. The loan matures on May 25, 2014. |
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18,456 |
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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. |
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49,021 |
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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. |
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15,241 |
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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. |
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32,568 |
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Finance contract loan bearing interest at 6.5% per annum, repayable in monthly blended payments of $679. The loan matures on June 30, 2015. |
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27,123 |
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Finance contract loan bearing interest at 6.5% per annum, repayable in monthly blended payments of $679. The loan matures on June 30, 2015. |
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27,123 |
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Finance contract loan bearing interest at 5.58% per annum, repayable in monthly blended payments of $734. The loan matures on October 26, 2015. |
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31,849 |
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3,091,432 |
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Amounts payable within one year |
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(2,620,714) |
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$ |
470,718 |
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Principal repayment terms are approximately:
2012 |
$ |
2,620,714 |
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2013 |
|
236,581 |
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2014 |
|
153,733 |
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2015 |
|
77,734 |
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2016 |
|
2,670 |
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$ |
3,091,432 |
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The credit facility agreement for certain loans contain a 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. At September 30, 2011 the Company was in breach of the covenants.
The above loans and finance contracts are secured by production equipment with a net book value of $9,631,499, vehicles with a net book value of $299,065 a general security agreement over all assets and postponements and guarantees by the shareholders.
9. DUE TO SHAREHOLDERS
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2011 |
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Non‑interest bearing loans |
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$ |
1,818,593 |
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Interest bearing loans |
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1,258,436 |
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$ |
3,077,029 |
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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 $1,258,436 which bear interest compounded annually at prime plus 2%.
10. 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.
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 September 30, 2011 is $3,080,591.
11. LEASE COMMITMENTS
The Company has long term leases with respect to its vehicles and its US premises. The leases for the premises contain renewal options. Under the leases the Company is required to pay a base rent of $9,558 per month plus provide for payment of utilities and maintenance costs. Future minimum lease payments as at September 30, 2011, are as follows:
2012 |
$ |
136,513 |
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2013 |
|
103,099 |
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2014 |
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58,178 |
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$ |
297,790 |
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12. SHARE CAPITAL
Authorized: |
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Unlimited |
Class "A" voting common shares |
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Unlimited |
Class "B" voting common shares |
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Unlimited |
Class "C" voting common shares |
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Unlimited |
Class "D" non‑voting common sharess |
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Unlimited |
Class "E" preferred shares, entitled to 6% |
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cumulative dividend, with the right to vote and convert into Class "A" common shares should the dividends become in arrears |
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Unlimited |
Class "F" preferred shares, entitled to 6% |
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cumulative dividend, with the right to vote and convert into Class "A" common shares should the dividends become in arrears |
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Unlimited |
Class "G" non‑voting preferred shares, |
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entitled to dividends when declared before Classes A to D, but not before Classes E and F |
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2011 |
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Issued: |
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899 |
Class "A" common shares |
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$ |
899 |
|
164 |
Class "D" common shares |
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1,262,000 |
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$ |
1,262,899 |
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13. PRIOR PERIOD ADJUSTMENT
Prior period decreases of $144,247 have been made to opening retained earnings. The adjustment is the result of liabilities that existed as of the balance sheet but were not recorded in the correct period.
14. RELATED PARTY TRANSACTIONS
The following is a summary of the Company's related party transactions:
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 year end is $18,400 for goods and services provided to Valhalla Industries Ltd. Included in accounts payable at year end is $7,350 for goods and services received from Valhalla Industries Ltd.
In February 2010 Greywolf Production Systems Inc purchased the shares of Greywolf Production Systems Ltd for cash consideration of $732,650. During the year 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 5). The difference between these proceeds and the carrying amount of the net assets associated with that 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.
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.
Consolidated Expenses
(Schedule 1)
Year Ended September 30, 2011
See notes to consolidated financial statements
GREYWOLF PRODUCTION SYSTEMS INC.
Consolidated Balance Sheet
March 31, 2012
(Denominated in Canadian Dollars)
See notes to consolidated financial statements
GREYWOLF PRODUCTION SYSTEMS INC.
Consolidated Statement of Income
(Denominated in Canadian Dollars)
(Unaudited)
See notes to consolidated financial statements
GREYWOLF PRODUCTION SYSTEMS INC.
Consolidated Statement of Retained Earnings and Non-controlling Interest
(Denominated in Canadian Dollars)
(Unaudited)
See notes to consolidated financial statements
GREYWOLF PRODUCTION SYSTEMS INC.
Consolidated Statement of Cash Flows
(Denominated in Canadian Dollars)
See notes to consolidated financial statements
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.
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.
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
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
6. DUE FROM RELATED PARTIES
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
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
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.
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 |
|
|
|
|
|
|
|
|
|
|
14. RELATED PARTY TRANSACTIONS
The following is a summary of the Company's related party transactions:
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.
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.
GREYWOLF PRODUCTION SYSTEMS INC.
Consolidated Expenses (Schedule 1)
Six Month Period Ended March 31, 2012
(Unaudited)
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma condensed combined financial statements are based upon and should be read in conjunction with historical consolidated financial statements and related notes of TETRA Technologies, Inc. (TETRA) and Greywolf Production Systems Inc. and its subsidiaries 1554531 Alberta Ltd. and GPS Limited (collectively, GPS Inc.). TETRA, through its wholly owned subsidiaries TETRA Production Testing Services, LLC, Greywolf Energy Services Ltd., and TETRA Acquisition Sub, Inc., acquired substantially all of the equipment assets and operations of GPS Inc. on July 31, 2012. The historical financial information for GPS Inc. used in the unaudited pro forma condensed combined financial statements has been converted to United States dollars and presented in accordance with United States GAAP, which did not differ from Canadian GAAP.
The following unaudited pro forma condensed combined balance sheet combines the historical consolidated balance sheet of TETRA and its subsidiaries and the historical consolidated balance sheet of GPS Inc. and its subsidiaries giving effect to the purchase as if it had occurred on March 31, 2012 as an acquisition by TETRA of substantially all of the equipment assets and operations of GPS Inc. using the purchase method of accounting and giving effect to certain adjustments that are attributable to the acquisition and which are described below and in the accompanying notes to the following unaudited pro forma condensed combined financial statements. The allocation of the purchase price to the acquired assets is preliminary and subject to the potential identification of additional assets and contingencies or revisions to the fair value calculations. Accordingly, upon final allocation of the purchase price to the acquired assets, it is possible that the fair values of assets acquired and liabilities assumed could differ from those presented in the unaudited pro forma condensed combined financial statements and such differences could be material.
The following unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2012, and the year ended December 31, 2011, combine the historical consolidated statements of operations of TETRA and its subsidiaries and the historical consolidated statements of operations of GPS Inc. and its subsidiaries giving effect to the purchase as if it had become effective at January 1, 2011 as an acquisition using the purchase method of accounting and giving effect to certain adjustments that are directly attributable to the acquisition and will have a continuing impact and which are described below and in the accompanying notes to the following unaudited pro forma condensed combined financial statements. Certain items within GPS Inc. financial statements have been reclassified to conform to TETRA’s financial statement presentation.
The pro forma adjustments are based upon available information and assumptions that TETRA’s management believes are reasonable. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and are based on the estimates and assumptions set forth in the notes accompanying those statements. The companies may have performed differently had they been combined. The unaudited pro forma condensed combined financial statements are not necessarily indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience after the purchase. The unaudited pro forma condensed combined financial statements should be read in conjunction with the consolidated financial statements of TETRA and GPS Inc., including the notes accompanying them.
The unaudited pro forma condensed combined financial statements were prepared based on the following assumptions:
· TETRA acquired substantially all of the equipment assets and operations of GPS Inc. for approximately $55.5 million cash. A portion of this cash was used to repay GPS Inc.’s outstanding debt, which approximated $1.9 million at March 31, 2012 and $1.4 million at July 31, 2012. The consideration was funded by TETRA using a portion of existing cash balances and the borrowing of $38.0 million under TETRA’s existing bank credit facility.
· The unaudited pro forma balance sheet has been prepared as if the purchase occurred on March 31, 2012. The unaudited pro forma statements of operations have been prepared as if the purchase occurred on January 1, 2011.
· GPS Inc. used a declining balance method of depreciation compared to TETRA’s straight line method of depreciation, and generally used shorter useful lives compared to how similar assets are depreciated by TETRA. As a result, the unaudited pro forma financial statements reflect an allocated purchase price for the fair value of the acquired equipment assets of GPS Inc. in excess of their historical net book value, and reflect net decreased depreciation expense on these acquired assets.
TETRA Technologies, Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet
March 31, 2012
TETRA Technologies, Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2011
TETRA Technologies, Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Three Month Period Ended March 31, 2012
TETRA Technologies, Inc.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
1. BASIS OF PRESENTATION
The accompanying unaudited pro forma balance sheet and statements of operations present the pro forma effects of the purchase. The balance sheet is presented as though the purchase occurred on March 31, 2012. The statements of operations are presented as though the purchase occurred on January 1, 2011, and include the results of operations of GPS Inc. for their fiscal year ended September 30, 2011. The historical financial information for GPS Inc. for the fiscal year ended September 30, 2011 includes the impact of $3.65 million of nonrecurring bonus expense.
2. METHOD OF ACCOUNTING FOR THE PURCHASE
TETRA will account for the purchase using the purchase method of accounting for business combinations.
The purchase method of accounting requires that GPS Inc.’s assets and liabilities assumed by TETRA be recorded at their estimated fair values. The purchase price of GPS Inc.’s net assets will be based on the total cash value paid by TETRA, approximately $55.5 million. At July 31, 2012, the purchase price was allocated as follows: $17.7 million to equipment and other fixed assets, $3.5 million to identified intangible assets, and $34.3 million to goodwill. These values differ from the pro forma balance sheet values due primarily to depreciation and additional equipment assets acquired by GPS, Inc. subsequent to March 31, 2012.
3. TRANSLATION OF GPS INC.’S HISTORICAL FINANCIAL STATEMENTS TO U.S. DOLLARS
The unaudited pro-forma condensed combined financial statements are presented in U.S. dollars, and accordingly, financial information of GPS Inc. used to prepare the unaudited pro forma condensed combined financial statements was translated from Canadian dollars (C$) to U.S. dollars ($) using the following exchange rates:
Balance sheet as of March 31, 2012 |
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Closing Rate |
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C$1 = US$1.0027 |
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Statement of operations for the year ended December 31, 2011 |
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Average Rate |
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C$1 = US$1.0115 |
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Statement of operations for the three months ended March 31, 2012 |
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Average Rate |
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C$1 = US$0.9977 |
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4. PRO FORMA ADJUSTMENTS RELATED TO THE PURCHASE
The unaudited pro forma balance sheet includes the following adjustments:
(a) This entry records the purchase of substantially all of the equipment assets and operations of GPS Inc. in exchange for approximately $55.5 million in cash. Approximately $1.4 million of this purchase price was applied to retire the associated notes payable of GPS Inc. The purchased assets did not include working capital. Such amount was funded from TETRA’s available cash and from $38.0 million of borrowings under TETRA’s existing bank line of credit facility. The allocation of the purchase price to the acquired assets is preliminary and subject to the potential identification of additional assets and contingencies or revisions to the fair value calculations. The preliminary allocation of this consideration to assets and liabilities includes the following:
− Approximately $3.5 million of intangible assets separable from goodwill related to customer relationships and other intangible assets with useful lives ranging from four to fifteen years.
− The fair value of GPS Inc. property and equipment assets was determined to be approximately $4.1 million higher than its book value at March 31, 2012.
− Outside of the intangible assets and property and equipment assets noted, no other assets or liabilities were purchased or assumed in the transaction.
− Goodwill of approximately $34.6 million was recorded and reflects GPS Inc.’s significant strategic value to TETRA, the existing assembled GPS Inc. workforce and the synergies with TETRA’s existing businesses.
− Approximately $0.5 million of transaction costs were incurred and expensed in conjunction with the purchase.
The unaudited pro forma statements of operations include the following adjustments:
(b) This adjustment records the amortization of intangible assets recorded as part of the purchase based on the preliminary allocation of the purchase price and amortization periods of identified intangible assets.
(c) This adjustment reduces interest expense to reflect the payoff of all GPS Inc. debt balances upon purchase.
(d) This adjustment records additional interest expense related to TETRA’s borrowing of $38.0 million under its existing bank line of credit facility to fund a portion of the purchase price as if the borrowing had occurred on January 1, 2011. The interest rate used for this adjustment was equal to the actual rate of the borrowing at closing, which was 2.1971%. A change in the variable interest rate of one eighth of one percent would change annual interest expense by $47,500.
(e) This adjustment relates to the changes in depreciation methodology and is based on the preliminary allocation of the purchase price to the depreciable equipment assets. The majority of the acquired equipment assets were assigned a ten year useful life by TETRA.
(f) This adjustment records the income tax impact of the purchase, using the pro forma consolidated statutory income tax rates in effect during the applicable periods.
Method of Accounting for the Purchase (Details) (USD $)
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Jul. 31, 2012
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Mar. 31, 2012
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Method of Accounting for the Purchase (Details) | ||
Purchase price | $ 55.5 | $ 55.5 |
Purchase price allocation, equipment and other fixed assets | 17.7 | |
Purchase price allocation, intangible assets | 3.5 | 3.5 |
Purchase price allocation, goodwill | $ 34.3 | $ 34.6 |
Significant Accounting Policies (Policies)
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3 Months Ended |
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Mar. 31, 2012
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Significant Accounting Policies [Policies] | |
Method of accounting for the purchase | TETRA will account for the purchase using the purchase method of accounting for business combinations. |
Translation of GPS Inc.'s Historical Financial Statements to U.S. Dollars
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3 Months Ended | ||||||||||||||||||||||||||||||||
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Mar. 31, 2012
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NotesToFinancialStatementsTranslationOfHistoricalFinancialStatements | |||||||||||||||||||||||||||||||||
Translation of GPS Inc.'s Historical Financial Statements to U.S. Dollars | 3. TRANSLATION OF GPS INC.'S HISTORICAL FINANCIAL STATEMENTS TO U.S. DOLLARS The unaudited pro-forma condensed combined financial statements are presented in U.S. dollars, and accordingly, financial information of GPS Inc. used to prepare the unaudited pro forma condensed combined financial statements was translated from Canadian dollars (C$) to U.S. dollars ($) using the following exchange rates:
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Pro Forma Adjustments Related To The Purchase
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3 Months Ended |
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Mar. 31, 2012
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NotesToFinancialStatementsProFormaAdjustmentsAbstract | |
Pro Forma Adjustments Related To The Purchase | 4. PRO FORMA ADJUSTMENTS RELATED TO THE PURCHASE The unaudited pro forma balance sheet includes the following adjustments: (a) This entry records the purchase of substantially all of the equipment assets and operations of GPS Inc. in exchange for approximately $55.5 million in cash. Approximately $1.4 million of this purchase price was applied to retire the associated notes payable of GPS Inc. The purchased assets did not include working capital. Such amount was funded from TETRA's available cash and from $38.0 million of borrowings under TETRA's existing bank line of credit facility. The allocation of the purchase price to the acquired assets is preliminary and subject to the potential identification of additional assets and contingencies or revisions to the fair value calculations. The preliminary allocation of this consideration to assets and liabilities includes the following:
The unaudited pro forma statements of operations include the following adjustments: (b) This adjustment records the amortization of intangible assets recorded as part of the purchase based on the preliminary allocation of the purchase price and amortization periods of identified intangible assets. (c) This adjustment reduces interest expense to reflect the payoff of all GPS Inc. debt balances upon purchase. (d) This adjustment records additional interest expense related to TETRA's borrowing of $38.0 million under its existing bank line of credit facility to fund a portion of the purchase price as if the borrowing had occurred on January 1, 2011. The interest rate used for this adjustment was equal to the actual rate of the borrowing at closing, which was 2.1971%. A change in the variable interest rate of one eighth of one percent would change annual interest expense by $47,500. (e) This adjustment relates to the changes in depreciation methodology and is based on the preliminary allocation of the purchase price to the depreciable equipment assets. The majority of the acquired equipment assets were assigned a ten year useful life by TETRA. (f) This adjustment records the income tax impact of the purchase, using the pro forma consolidated statutory income tax rates in effect during the applicable periods. (g) This adjustment eliminates non-controlling interest of GPS Inc. not present after the purchase. |
Document And Entity Information (USD $)
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3 Months Ended | ||
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Mar. 31, 2012
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Oct. 03, 2012
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Jun. 30, 2011
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Entity Registrant Name | TETRA TECHNOLOGIES INC. | ||
Entity Central Index Key | 0000844965 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 949,427,472 | ||
Entity Common Stock Shares Outstanding | 78,076,537 | ||
Document Fiscal Year Focus | 2012 | ||
Document Fiscal Period Focus | Q1 | ||
Document Type | 8-K | ||
Amendment Flag | true | ||
Document Period End Date | Jul. 31, 2012 | ||
Amendment Description | Pro forma financial information in connection with an acquisition |
Basis of Presentation
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3 Months Ended |
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Mar. 31, 2012
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NotesToFinancialStatementsBasisOfPresentationAbstract | |
Basis of Presentation | 1. BASIS OF PRESENTATION The accompanying unaudited pro forma balance sheet and statements of operations present the pro forma effects of the purchase. The balance sheet is presented as though the purchase occurred on March 31, 2012. The statements of operations are presented as though the purchase occurred on January 1, 2011, and include the results of operations of GPS Inc. for their fiscal year ended September 30, 2011. The historical financial information for GPS Inc. for the fiscal year ended September 30, 2011 includes the impact of $3.65 million of nonrecurring bonus expense. |
Pro Forma Adjustments Related To The Purchase (Details) (USD $)
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3 Months Ended | |
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Mar. 31, 2012
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Jul. 31, 2012
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Pro Forma Adjustments Related to the Purchase (Details) | ||
Purchase price | $ 55.5 | $ 55.5 |
Debt balances of acquired entity | 1.4 | |
Borrowings under bank line of credit used to fund acquisition cost | 38 | |
Interest rate applicable to borrowings at closing | 2.1971% | |
Change in annual interest expense attributable to change in variable interest rate of one eighth of one percent | 47,500 | |
Purchase price allocation, intangible assets | 3.5 | 3.5 |
Acquired intangible assets, useful lives (minimum) | 4 | |
Acquired intangible assets, useful lives (maximum) | 15 | |
Fair value of acquired assets in excess of book value | 4.1 | |
Purchase price allocation, goodwill | 34.6 | 34.3 |
Transaction costs associated with acquisition | $ 0.5 |
Method of Accounting for the Purchase
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3 Months Ended |
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Mar. 31, 2012
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NotesToFinancialStatementsMethodOfAccountingAbstract | |
Method of Accounting for the Purchase | 2. METHOD OF ACCOUNTING FOR THE PURCHASE TETRA will account for the purchase using the purchase method of accounting for business combinations. The purchase method of accounting requires that GPS Inc.'s assets and liabilities assumed by TETRA be recorded at their estimated fair values. The purchase price of GPS Inc.'s net assets will be based on the total cash value paid by TETRA, approximately $55.5 million. At July 31, 2012, the purchase price was allocated as follows: $17.7 million to equipment and other fixed assets, $3.5 million to identified intangible assets, and $34.3 million to goodwill. These values differ from the pro forma balance sheet values due primarily to depreciation and additional equipment assets acquired by GPS, Inc. subsequent to March 31, 2012. |
Translation of GPS Inc.'s Historical Financial Statements to U.S. Dollars (Detail)
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3 Months Ended | 12 Months Ended |
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Mar. 31, 2012
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Dec. 31, 2011
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Translation of GPS Inc.'s Historical Financial Statements to U.S. Dollars (Details) | ||
Currency exchange rate applicable to balance sheet as of March 31, 2012 | 1.0027 | |
Currency exchange rate applicable to statement of operations for the year ended December 31, 2011 | 1.0115 | |
Currency exchange rate applicable to statement of operations for the three months ended March 31, 2012 | 0.9977 |