EX-99.1 2 ex991_eqsenergyfinancials.htm EX991_EEFINANCIALS

Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equus Energy, LLC and Subsidiary

 

Consolidated Financial Statements

As of December 31, 2018 and 2017 and for the three years ended December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

Independent Auditor’s Report   3
     
     
Consolidated Financial Statements    
     
Consolidated Balance Sheets   4
     
Consolidated Statements of Operations   5
     
Consolidated Statements of Changes in Member’s Capital   6
     
Consolidated Statements of Cash Flows   7
     
Notes to Consolidated Financial Statements   8

 

 

 

 

 

 

 

 

 2 

Independent Auditor’s Report

 

 

Board of Managers

Equus Energy, LLC

Houston, Texas

 

We have audited the accompanying consolidated financial statements of Equus Energy, LLC and its subsidiary, which comprise the consolidated balance sheets as of December 31, 2018 and 2017, and the related consolidated statements of operations, changes in member’s capital, and cash flows for the three years ended December 31, 2018, and the related notes to the consolidated financial statements.

 

Management’s Responsibility for the Financial Statements

 

Management is responsible for the preparation and fair presentation of these consolidated 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 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 audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform 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. 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 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 referred to above present fairly, in all material respects, the financial position of Equus Energy, LLC and its subsidiary as of December 31, 2018 and 2017, and the results of their operations and their cash flows for the three years ended December 31, 2018 in accordance with accounting principles generally accepted in the United States of America.

 

BDO USA, LLP

Houston, Texas

March 29, 2019

 

 3 

 

Equus Energy, LLC and Subsidiary

 

Consolidated Balance Sheets

 

December 31,  2018  2017
       
Assets      
       
Current Assets          
Cash and cash equivalents  $965,648   $307,009 
Accounts receivable   126,718    100,783 
Prepaid expenses and other current assets   34,119    32,660 
           
Total Current Assets   1,126,485    440,452 
           
Oil and Gas Properties, net, using full cost method   236,422    630,121 
           
Total Assets  $1,362,907   $1,070,573 
           
Liabilities and Member's Equity          
           
Current Liabilities          
Accounts payable and other current liabilities  $130,879   $106,340 
Due to Parent   561,047    586,046 
           
Total Current Liabilities   691,926    692,386 
           
Asset Retirement Obligations   194,522    189,756 
           
Total Liabilities   886,448    882,142 
           
Commitments and Contingencies (See Note 2)          
           
Member's Equity   476,459    188,431 
           
Total Member's Equity   476,459    188,431 
           
Total Liabilities and Member's Equity  $1,362,907   $1,070,573 

 

 

 

See accompanying notes to the consolidated financial statements.

 

 

 

 

 4 

 

Equus Energy, LLC and Subsidiary

 

Consolidated Statements of Operations

 

Year Ended December 31,  2018  2017  2016
          
Operating Revenue  $1,084,771   $860,580   $683,454 
                
Operating Expenses               
Direct operating expenses   786,737    553,230    631,828 
Gain on sale of oil and gas properties   (619,293)   —      —   
Depletion, depreciation, amortization and accretion   343,666    295,391    369,289 
Impairment of oil and gas properties   —      —      264,591 
General and administrative   284,448    278,193    392,233 
                
Total Operating Expenses   795,558    1,126,814    1,657,941 
                
Income (Loss) Before Income Taxes   289,213    (266,234)   (974,487)
                
Income Tax Expense, net   1,185    —      —   
                
Net Income (Loss)  $288,028   $(266,234)  $(974,487)

 

 

See accompanying notes to the consolidated financial statements.

 

 5 

 

Equus Energy, LLC and Subsidiary

 

Consolidated Statements of Changes in Member’s Capital

 

   Total
   Member's
   Equity
    
Balance, December 31, 2015  $1,429,152 
      
Net loss   (974,487)
      
Balance, December 31, 2016  454,665 
      
Net loss   (266,234)
      
Balance, December 31, 2017  188,431 
      
Net income   288,028 
      
Balance, December 31, 2018  $476,459 

 

See accompanying notes to the consolidated financial statements.

 

 6 

 

Equus Energy, LLC and Subsidiary

 

Consolidated Statements of Cash Flows

 

 

Year Ended December 31,  2018  2017  2016
          
Cash Flows from Operating Activities               
Net income (loss)  $ 288,028   $ (266,234)  $ (974,487)
Adjustments to reconcile net income (loss) to net               
 cash (used in) provided by operating activities:               
Depletion, depreciation and amortization   337,710    289,340    363,481 
Gain on sale of oil and gas properties   (619,293)   —      —   
Accretion expense   5,956    6,051    5,808 
Impairment of oil & gas properties   —      —      264,591 
Changes in operating assets and liabilities:               
Accounts receivable   (25,935)   (9,809)   31,324 
Prepaid expenses and other current assets   (1,459)   (843)   —   
Accounts payable and accrued liabilities   24,540    31,844    (131,004)
Due to Parent   (24,999)   (25,000)   —   
                
Net Cash (Used in) Provided by Operating Activities   (15,452)   25,349    (440,287)
                
Cash Flows from Investing Activities               
Sales of oil and gas properties   846,975    —      250,000 
Investment in oil and gas properties   (172,884)   (9,625)   (35,306)
                
Net Cash Provided by (Used in) Investing Activities   674,091    (9,625)   214,694 
                
Net Increase (Decrease) in Cash and               
Cash Equivalents   658,639    15,724    (225,593)
                
Cash and Cash Equivalents, beginning of year   307,009    291,285    516,878 
                
Cash and Cash Equivalents, end of year  $ 965,648   $ 307,009   $ 291,285 

 

See accompanying notes to the consolidated financial statements.

 

 7 

 

Equus Energy, LLC and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2018, 2017 and 2016

 

 

1.       Nature of Operations

 

Equus Energy, LLC (“Equus Energy”) was formed in November 2011 as a wholly-owned subsidiary of the Equus Total Return, Inc. (the “Fund”) to make investments in properties in the energy sector, with a particular emphasis on income-producing oil & gas properties. In December 2011, the Fund made an initial contribution of $250,000 to Equus Energy. On December 27, 2012, the Fund invested an additional $6,800,000 in Equus Energy for the purpose of additional working capital and to fund the purchase of various working interests, presently consisting of 144 producing and non-producing oil and gas wells. The interests were acquired by EQS Energy Holdings, Inc., a taxable wholly-owned subsidiary of Equus Energy (Equus Energy and EQS Energy Holdings, Inc. are collectively referred to herein as the “Company”).

 

Currently owned working interests include associated development rights of approximately 21,520 acres situated on 11 separate properties in Texas and Oklahoma. The working interests range from a de minimus amount to 50% of the leasehold that includes these wells.

 

The wells are operated by a number of experienced operators, including Chevron USA, Inc., which has operating responsibility for all of the Company’s 40 producing well interests located in the Conger Field, an oil and gas field on the edge of the Permian Basin, a 50% working interest in each of the leases on which the wells are located, and working interests of 7.5% and 2.5% in the Burnell and North Pettus Units, respectively, which collectively comprise approximately 13,000 acres located in the area known as the “Eagle Ford Shale” play.

 

2.       Summary of Significant Accounting Policies

 

Principles of Consolidation

 

The accompanying consolidated financial statements are prepared on the accrual basis of accounting as codified in the Financial Standards Accounting Board’s (“FASB”) Accounting Standards Codification (“ASC”) and include the accounts of the Company. All significant intercompany balances and transactions have been eliminated.

 

Cash and Cash Equivalents

 

The Company considers cash and cash equivalents to include all cash, time deposits, certificates of deposit, and all highly liquid instruments with original maturities of three months or less.

 

Receivables

 

Accounts receivable primarily consists of accrued revenues from oil and gas sales. The Company routinely assesses the recoverability of all material receivables to determine their collectability. The Company recognizes a reserve on a receivable when, based on the judgment of management, it is likely that a receivable will not be collected and the amount of any reserve may be reasonably estimated. No allowance for doubtful accounts was considered necessary as of December 31, 2018 and 2017.

 

Business Combinations

 

The Company accounts for its business acquisitions under the acquisition method of accounting in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 805, Business Combinations, which requires the acquiring entity in a business combination to recognize the fair value of all assets acquired, liabilities assumed, and any non-controlling interest in the acquiree; and establishes the acquisition date as the fair value measurement point. Accordingly, the Company will recognize assets acquired and liabilities assumed in business combinations, including contingent assets and liabilities and noncontrolling interest in the acquiree, based on fair value estimates as of the date of acquisition. In accordance with ASC 805, the Company recognizes and measures goodwill as of the acquisition date, if the excess of the fair value of the consideration paid over the fair value of the identified net assets acquired. All acquisition-related transaction costs are expensed as incurred rather than capitalized as a part of the cost of the acquisition.

 

 8 

 

Equus Energy, LLC and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2018, 2017 and 2016

 

 

Oil and Gas Properties

 

The Company follows the full cost method of accounting for oil and gas properties. Under this method of accounting, all costs incurred for both successful and unsuccessful exploration and development activities, including salaries, benefits and other internal costs directly identified with these activities, and oil and gas property acquisitions are capitalized. All costs related to production, general corporate overhead or similar activities are expensed as incurred. Proved properties are amortized using the units of production method (“UOP”). The UOP calculation, in its simplest terms, multiplies the percentage of estimated proved reserves produced by the cost of those reserves. The amortization base in the UOP calculation includes the sum of proved property, net of accumulated depreciation, depletion and amortization (“DD&A”), estimated future development costs (future costs to access and develop reserves) and asset retirement costs that are not already included in oil and gas property, less related salvage value. In arriving at rates under the UOP method, the quantities of recoverable oil and natural gas reserves are established based on estimates made by the Company’s geologists and engineers which require significant judgment, as does the projection of future production volumes and levels of future costs, including future development costs. In addition, considerable judgment is necessary in determining when unproved properties become impaired and in determining the existence of proved reserves once a well has been drilled. All of these judgments may have significant impact on the calculation of depletion expense.

 

Under the full-cost method of accounting, the net book value of oil and gas properties may not exceed a calculated “ceiling.” The ceiling limitation is the estimated future net cash flows from proved oil and gas reserves, discounted at ten percent per annum. Estimated future cash flows exclude future cash outflows associated with settling accrued asset retirement obligations. The estimated future net cash flows are calculated using end-of-period costs and an unweighted arithmetic average of commodity prices in effect on the first day of each of the previous twelve months, held flat for the life of the production, except where prices are defined by contractual arrangements. Prices are adjusted for “basis” or location differentials. Any excess of the net book value of proved oil and gas properties over the ceiling is charged to expense and reflected as additional DD&A in the accompanying statement of operations. Equus Energy did not record any impairment during the year ended December 31, 2018 and 2017. Based on calculated reserves at December 31, 2016, the unamortized costs of the Company’s oil and natural gas properties exceeded the ceiling test limit by $264,591.

 

Proceeds from the sales or disposition of oil and gas of proved and unproved properties are accounted for as a reduction of capitalized costs with no gain or loss recognized, unless such reduction would significantly alter the relationship between capitalized costs and proved reserves, in which case the gain or loss is recognized in the statement of operations. In general, a significant alteration occurs when the deferral of gains or losses will result in an amortization rate materially different from the amortization rate calculated upon recognition of gains or losses. Abandonments of properties are accounted for as adjustments of capitalized costs with no loss recognized.

 

During the year ended December 31, 2018, the Company has two sales of certain properties within the Permian Basin.  The Company’s evaluation of the first sale did not constitute a material difference in amortization rates; therefore, the proceeds were taken against the full cost pool and reduced the basis by $200,000.  The Company evaluated the second sale and determined a material difference in amortization rates would occur if no gain was recognized on the sale and therefore recorded a gain of $619,293. The corresponding reduction in the carrying amount of its oil and gas full cost pool related to the second sale was $15,707.

 

 9 

 

Equus Energy, LLC and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2018, 2017 and 2016

 

 

Revenue Recognition

 

The Company follows the sales method of accounting for revenues whereby it recognizes revenues on production as it is taken and delivered to its purchasers, and if collectability of the revenue is probable. At times, owners of an oil and gas property may take more or less production from a property than they are entitled based on their ownership percentages in the property, which results in a production imbalance. As the Company follows the sales method of accounting, amounts are recorded as gas imbalances when the amounts owed exceed the Company’s share of the cumulative recoverable reserves from that property. No receivables are recorded for those wells where the Company has taken less than its share of production. There were no significant gas imbalances as of December 31, 2018 and 2017.

 

For third-party gathering and processing services, the Company has percentage-of-proceeds contracts whereby the Company is paid for its services by keeping a percentage of the natural gas liquids produced and a percentage of the residue gas resulting from processing the natural gas. Commodities received are in turn sold and recognized as revenue in accordance with the criteria outlined in the previous paragraph.

 

Major Customers and Concentration of Credit Risk

 

In the exploration, development and production business, production is normally sold to relatively few customers. Substantially all of the Company’s customers are concentrated in the oil and natural gas industry and revenue can be materially affected by current economic conditions, the price of certain commodities such as crude oil and natural gas and the availability of alternate purchasers. The Company believes the loss of any of its major purchasers would not have a long-term material adverse effect on its operations.

 

Contingencies

 

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. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates 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 therein.

 

If the assessment of a loss contingency indicates that it is probable that a loss has been incurred and the amount of the liability can be reasonably estimated, then the estimated liability is accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. The Company expenses legal costs associated with contingencies as incurred. (See Footnote 7- Legal Matters and Contingencies)

 

Fair Value

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The three-tiered hierarchy is summarized as follows:

 

Level 1—Quoted prices in active markets for identical assets and liabilities.

Level 2—Other significant observable inputs.

Level 3—Significant unobservable inputs.

 

 10 

 

Equus Energy, LLC and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2018, 2017 and 2016

 

 

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, and amounts payable to our parent. The carrying amount of cash and cash equivalents, accounts receivable, and accounts payable approximates fair value because of the short-term nature of the instruments. For disclosure purposes, assets and liabilities are classified in the fair value hierarchy based on the lowest level of input that is significant to the overall fair value. The Company did not have any assets or liabilities that were measured at fair value on a recurring basis at December 31, 2018 and 2017.

 

Environmental Expenditures

 

The Company 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 Company to remove or mitigate the 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. Such liabilities are generally undiscounted unless the timing of cash payments for the liability or component is fixed or reliably determinable. No such liabilities existed or were recorded at December 31, 2018, 2017 and 2016.

 

Asset Retirement Obligations

 

The initial estimated asset retirement obligation related to property and equipment is recorded as a liability at its fair value, with an offsetting asset retirement cost recorded as an increase to the associated property and equipment on the consolidated balance sheet. If the fair value of the recorded asset retirement obligation changes, a revision is recorded to both the asset retirement obligation and the asset retirement cost. Revisions in estimated liabilities can result from changes in estimated inflation rates, changes in service and equipment costs and changes in the estimated timing of an asset’s retirement. Asset retirement costs are depreciated using a systematic and rational method similar to that used for the associated property and equipment. Accretion on the liability is recognized over the estimated productive life of the related assets. Accretion expense for the years ended December 31, 2018, 2017 and 2016 was $5,956, $6,051 and $5,808, respectively.

 

Income Taxes

 

These financial statements are presented on a consolidated basis. For state tax purposes, EQS Energy Holdings files a combined Texas franchise filing with its direct parent Equus Energy LLC along with its ultimate parent Equus Total Return, Inc. However, Equus Energy LLC is disregarded as an entity separate from its owner for U.S. federal income tax purposes, and its activity is reported by Equus Total Return, Inc. EQS Energy Holdings, conversely, is a taxable C-corporation that is not included in either the tax returns for Equus Energy LLC or Equus Total Return, Inc. under U.S. federal income tax principles, and accordingly files a separate corporate income tax return.

 

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

 

 11 

 

Equus Energy, LLC and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2018, 2017 and 2016

 

 

The Company records deferred tax assets to the extent the Company believes these assets will more-likely-than-not be realized. In making such determinations, the Company considers all available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, an adjustment to the valuation allowance would be made which would reduce the provision for income taxes.

 

FASB Interpretation ASC 740-10 “Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109” provides that a tax benefit from an uncertain position may be recognized when it is more-likely-than-not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized upon the adoption of ASC 740-10 and in subsequent periods. This interpretation also provides guidance on measurement, derecognition, classification, interest and penalties, accounting for interim periods, disclosure and transition. The Company has no material uncertain tax positions in its prior or current filings.

 

On December 22, 2017, the President signed into law Public Law No. 115-97, a comprehensive tax reform bill commonly referred to as the Tax Cuts and Jobs Act (“2017 Tax Reform”) that significantly reforms the Internal Revenue Code of 1986, as amended. The 2017 Tax Reform, includes numerous changes to existing tax law, including a reduction in the federal corporate income tax rate from 35% to 21% effective January 1, 2018. See Note 8 to our financial statements for additional information.

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management believes that these estimates and assumptions provide a reasonable basis for the fair presentation of the consolidated financial statements.

 

Significant estimates include volumes of oil and natural gas reserves used in calculating depreciation and depletion of oil and gas properties, future net revenues, abandonment obligations, impairment of undeveloped properties, the collectability of outstanding accounts receivable, contingencies, and the results of current and future litigation. Oil and natural gas reserve estimates, which are the basis for unit-of-production depreciation and depletion, have numerous inherent uncertainties. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Subsequent drilling results, testing, and production may justify revision of such estimates. Accordingly, reserve estimates are often different from the quantities of oil and natural gas that are ultimately recovered. In addition, reserve estimates are sensitive to changes in wellhead prices of crude oil and natural gas. Such prices have been volatile in the past and can be expected to be volatile in the future.

 

The significant estimates are based on current assumptions that may be materially affected by changes to future economic conditions such as the market prices received for sales of volumes of oil and natural gas. Future changes in these assumptions may affect these significant estimates materially in the near term.

 

Subsequent Events

 

The Company evaluates events and transactions occurring after the balance sheet date but before the financial statements are available to be issued. The Company evaluated such events and transactions through March 29, 2019, the date the consolidated financial statements were available for issuance.

 

 12 

 

Equus Energy, LLC and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2018, 2017 and 2016

 

 

3.       Oil and Gas Properties

 

Oil and gas properties as of December 31, 2018 and 2017 consist of the following:

 

   2018  2017
       
Properties being depleted  $8,014,637   $8,064,417 
Less: accumulated depreciation, depletion and impairment   7,778,215    7,434,296 
           
   $236,422   $630,121 

 

4.       Asset Retirement Obligations

 

The fair value of a liability for ARO is recorded in the period in which it is incurred if a reasonable estimate of fair value can be made, and the corresponding cost is capitalized as part of the carrying amount of the related long-lived asset. The liability is accreted to its then present value each period, and the capitalized cost is depreciated over the useful life of the related asset. If the liability is settled for an amount other than the recorded amount, an adjustment is made to the full cost pool, with no gain or loss recognized, unless the adjustment would significantly alter the relationship between capitalized costs and proved reserves. The Company has estimated its future ARO with respect to its operations. The ARO assets, which are carried on the balance sheet as part of the full cost pool, have been included in the Company’s amortization base for the purposes of calculating depreciation, depletion and amortization expense.

 

The Company uses an income approach to estimate the fair value of its ARO based on discounted cash flow projections using numerous estimates, assumptions and judgments regarding such factors as the existence of a legal obligation for an ARO; estimated probabilities, amounts and timing of settlements; the credit-adjusted risk-free rate to be used; and inflation rates. The Company’s initial recording of AROs are Level 3 fair value measurements.

 

The following summarizes the changes in the asset retirement obligation during the years ended December 31, 2018 and 2017:

 

   2018  2017
       
Balance, beginning of year  $189,756   $183,705 
Accretion, net of settlements   4,766    6,051 
           
Balance, end of year  $194,522   $189,756 

 

5.       Fair Value Measurements

 

Equus Energy uses various inputs in determining the fair value of certain assets and liabilities. FASB ASC 820, Fair Value Measurements and Disclosures, establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The three levels of the fair value hierarchy under ASC 820, including the types of Company assets or liabilities that fall under each category and the valuation methodologies used to measure fair value, are described below:

 

Level 1 -      Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.

 

 13 

 

Equus Energy, LLC and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2018, 2017 and 2016

 

 

Level 2 -     Inputs to the methodology are other than quoted market prices in active markets that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices that are in inactive markets; inputs other than quoted prices that are observable for the assets or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

Level 3 -      Inputs to the valuation methodology are unobservable inputs (i.e. projections, estimates, interpretations, etc.) that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

The inputs and methodology used for valuing the Company’s assets and liabilities are not indicators of the risks associated with those assets and liabilities.

 

The following is a description of the valuation methodology used for assets and liabilities measured at fair value:

 

Asset retirement obligation (“ARO”) at initial recognition: the Company’s ARO is based on the present value of future estimated cash flows, using a credit-adjusted risk free discount rate and has been categorized under ASC 820 as a Level 3 fair value assessment.

 

6.       Concentrations of Credit Risk

 

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and receivables. The Company maintains its cash with a financial institution it believes has high credit quality. The Company at times maintains bank deposits in excess of insured limits. The possibility of a loss exists if the bank holding excess deposits were to fail. Trade receivables result from oil and gas sales to a small number of purchasers. To mitigate this credit risk, the Company closely monitors the payment history and credit worthiness of each customer.

 

7.       Legal Matters and Contingencies

 

Litigation and Other Legal Matters

 

In the normal course of business, the Company may be party to various pending or threatened claims, lawsuits and administrative proceedings seeking damages or other remedies concerning its commercial operations, employees and other matters. Although the outcome of any pending legal proceedings is unknown, the Company believes that any liability resulting from the outcome of such proceedings, to the extent not otherwise provided for or covered by insurance, will not have a material adverse effect on the Company’s consolidated financial positions, results of operations or liquidity.

 

Environmental Contingencies

 

The Company’s activities are subject to local, state and federal laws and regulations governing environmental quality and pollution control in the United States. The exploration, drilling and production from wells, natural gas facilities, including the operation and construction of pipelines, plants and other facilities for transporting, processing, treating or storing natural gas and other products, are subject to stringent environmental regulation by state and federal authorities, including the Environmental Protection Agency (“EPA”). Such regulation can increase our cost of planning, designing, installing and operating such facilities.

 

 14 

 

Equus Energy, LLC and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2018, 2017 and 2016

 

 

Significant fines and penalties may be imposed for the failure to comply with environmental laws and regulations. Some environmental laws provide for joint and several strict liabilities for remediation of releases of hazardous substances, rendering a person liable for environmental damage without regard to negligence or fault on the part of such person. In addition, we may be subject to claims alleging personal injury or property damage as a result of alleged exposure to hazardous substances, such as oil and natural gas related products.

 

At the present time, the Company believes that none of the environmental laws materially hinder nor adversely affect the Company business. The Company believes it has abided by and is currently in compliance with all applicable environmental laws.

 

8.       Income Taxes

 

The provision for income taxes for the years ended December 31, 2018, 2017 and 2016 consisted of the following:

 

Years Ended December 31,  2018  2017  2016
          
Current (expense) benefit:               
     Federal  $(92,972)  $—     $—   
     State   27,651    —      —   
                
Total current (expense) benefit   (65,321)   —      —   
                
Deferred (expense) benefit:               
     Federal   86,916    —      —   
     State   (22,780)   —      —   
                
Total deferred (expense) benefit   64,136    —      —   
                
Total benefit (expense):               
     Federal   (6,056)   —      —   
     State   4,871    —      —   
                
Total benefit (expense)  $(1,185)  $—     $—   

 

The components of the net deferred tax assets (liabilities) in the Company’s balance sheets were as follows:

 

As of December 31,  2018      2017
       
Deferred tax assets:          
Properties  $807,396   $860,637 
Asset retirement obligation   40,849    39,849 
State taxes   28,836    —   
Net operating loss carryforwards   247,359    282,034 
Deferred tax liabilities:          
State tax deduction   (6,056)   —   
           
Total net deferred tax assets (liabilities)   1,118,384    1,182,520 
           
Valuation allowance   (1,118,384)   (1,182,520)
           
Net deferred tax liabilities  $—     $—   

 

 

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Equus Energy, LLC and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2018, 2017 and 2016

 

 

The provision for income taxes varies from the maximum federal statutory rate of 21%, 35% and 35% for the years ended December 31, 2018, 2017, and 2016, respectively, as follows:

 

Years Ended December 31,  2018  2017  2018
          
Income tax expense (benefit) at federal statutory rate  $60,485   $(93,182)  $(341,070)
Effect of state income taxes   (21,595)   —      —   
Effect of tax reform   —      788,347    —   
Other non-deductible expenses   26,431    58,755    69,646 
Change in valuation allowance   (64,136)   (753,920)   271,424 
                
Total  $1,185   $—     $—   

 

At December 31, 2018, 2017 and 2016, the tax effected amount of net operating loss carryforwards (“NOLs”) totaled $247,359, $282,034 and 431,437 respectively.

 

The Company has determined, after weighing both positive and negative evidence, that the net deferred tax asset (DTA) for the Company is not more-likely-than-not to be realizable. Therefore, valuation allowances of and $1,118,384 and $1,182,520 were established at December 31, 2018 and 2017, respectively, to completely offset the net DTA in existence at each year end.

 

Deferred income tax assets and liabilities are based on enacted tax rates applicable to the future period when those temporary differences are expected to be recovered or settled. The 2017 Tax Reform lowered the U.S. federal corporate tax rate from 35% to 21%, which caused the Company to remeasure its deferred income tax assets and liabilities at the new rate. As a result of the change in the applied tax rate on our deferred tax assets and liabilities, the Company recorded a $788,347 (after-tax) reduction in its net deferred tax assets with a corresponding reduction in the valuation allowance for the period ended December 31, 2017. There were no amounts recorded in 2018 related to 2017 Tax Reform.

 

 

 

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