Attached files

file filename
8-K/A - ATLAS RESOURCE PARTNERS, L.P. - FORM 8-K/A - Titan Energy, LLCd401961d8ka.htm
EX-23.1 - CONSENT OF RYLANDER CLAY & OPITZ LLP - Titan Energy, LLCd401961dex231.htm
EX-99.1 - TITAN OPERATING, LLC UNAUDITED BALANCE SHEETS - Titan Energy, LLCd401961dex991.htm
EX-99.2 - TITAN OPERATING, LLC AUDITED BALANCE SHEETS AS OF DECEMBER 31, 2011 - Titan Energy, LLCd401961dex992.htm
EX-99.5 - UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS - Titan Energy, LLCd401961dex995.htm
EX-99.4 - TITAN OPERATING, LLC UNAUDITED SUPPLEMENTAL OIL AND GAS DISCLOSURES - Titan Energy, LLCd401961dex994.htm

Exhibit 99.3

INDEPENDENT AUDITOR’S REPORT

To the Members

Titan Operating, LLC

Fort Worth, Texas

We have audited the accompanying balance sheets of Titan Operating, LLC (the “Company”) as of December 31, 2010 and 2009, and the related statements of operations, members’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Titan Operating, LLC as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Rylander, Clay & Opitz, LLP

February 17, 2011

 

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TITAN OPERATING, LLC

BALANCE SHEETS

December 31, 2010 and 2009

 

     2010     2009  

ASSETS

    

Current Assets

    

Cash and cash equivalents

   $ 2,332,076      $ 3,198,097   

Accounts receivable

     9,082,166        1,369,009   

Prepaid expenses

     251,717        143,750   
  

 

 

   

 

 

 

Total current assets

     11,665,959        4,710,856   

Property and Equipment

    

Oil and gas properties, using the full cost method of accounting

    

Proved properties subject to amortization

     114,490,436        22,795,979   

Unevaluated properties not subject to amortization

     238,535,199        231,156,715   

Other property and equipment

     366,473        240,765   

Less accumulated depletion, depreciation, amortization and impairment

     (25,676,442     (15,880,212
  

 

 

   

 

 

 

Property and equipment, net

     327,715,666        238,313,247   

Other Assets, net of amortization

     824,616        67,678   
  

 

 

   

 

 

 

Total assets

   $ 340,206,241      $ 243,091,781   
  

 

 

   

 

 

 

LIABILITIES AND MEMBERS’ EQUITY

    

Current Liabilities

    

Accounts payable

   $ 1,271,960      $ 499,367   

Revenue distributions payable

     3,123,583        398,206   

Accrued expenses

     6,965,421        2,286,894   

Prepayment from partner

     —          273,315   
  

 

 

   

 

 

 

Total current liabilities

     11,360,964        3,457,782   

Asset Retirement Obligation

     258,094        72,354   

Long Term Debt

     21,000,000        —     
  

 

 

   

 

 

 

Total liabilities

     32,619,058        3,530,136   

Commitments and Contingencies (Note 10)

    

Members’ Equity

     307,587,183        239,561,645   
  

 

 

   

 

 

 

Total liabilities and members’ equity

   $ 340,206,241      $ 243,091,781   
  

 

 

   

 

 

 

See notes to financial statements.

 

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TITAN OPERATING, LLC

STATEMENTS OF OPERATIONS

Year Ended December 31, 2010 and 2009

 

     2010     2009  

Revenues

    

Gas sales

   $ 23,118,668      $ 725,311   

Oil sales

     186,718        —     
  

 

 

   

 

 

 

Total revenues

     23,305,386        725,311   

Expenses

    

Lease operating

     1,039,389        13,458   

Taxes

     1,534,977        61,175   

Accretion of asset retirement obligation

     9,604        2,036   

Depletion, depreciation and amortization

     9,796,230        425,336   

Full cost ceiling write down

     —          15,445,000   

General and administrative

     2,237,233        1,685,681   
  

 

 

   

 

 

 

Total expenses

     14,617,433        17,632,686   
  

 

 

   

 

 

 

Income (loss) from operations

     8,687,953        (16,907,375

Other income (expense)

    

Interest income

     12,735        53,261   

Interest expense

     (159,149     —     
  

 

 

   

 

 

 

Total other income (expense)

     (146,414     53,261   
  

 

 

   

 

 

 

Net income (loss)

   $ 8,541,539      $ (16,854,114
  

 

 

   

 

 

 

See notes to financial statements.

 

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TITAN OPERATING, LLC

STATEMENTS OF MEMBERS’ EQUITY

Year Ended December 31, 2010 and 2009

 

     Class A Units     Class B Units      Total  

Balance at December 31, 2008

   $ 180,345,960      $ —         $ 180,345,960   

Capital contributions

     77,622,244        —           77,622,244   

Commitment fees

     (1,552,445     —           (1,552,445

Net loss

     (16,854,114     —           (16,854,114
  

 

 

   

 

 

    

 

 

 

Balance at December 31, 2009

     239,561,645        —           239,561,645   

Capital contributions

     60,697,958        —           60,697,958   

Commitment fees

     (1,213,959     —           (1,213,959

Net income

     8,541,539        —           8,541,539   
  

 

 

   

 

 

    

 

 

 

Balance at December 31, 2010

   $ 307,587,183      $ —         $ 307,587,183   
  

 

 

   

 

 

    

 

 

 

See notes to financial statements.

 

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TITAN OPERATING, LLC

STATEMENTS OF CASH FLOWS

Year Ended December 31, 2010 and 2009

 

     2010     2009  

Cash Flows from Operating Activities

    

Net income (loss)

   $ 8,541,539      $ (16,854,114

Adjustments to reconcile net income (loss) to net cash

    

Provided (used) by operating activities:

    

Accretion of asset retirement obligation

     9,604        2,036   

Depletion, depreciation and amortization

     9,796,230        425,336   

Amortization of debt issuance costs

     43,442        —     

Full cost ceiling write down

     —          15,445,000   

Changes in operating assets and liabilities:

    

Increase in accounts receivable

     (7,713,157     (100,128

Increase in prepaid expenses

     (107,967     (40,962

Increase in other assets

     (1,057     (1,225

Increase (decrease) in accounts payable

     44,101        (23,032

Increase in revenue distributions payable

     2,725,377        398,206   

Increase in accrued expenses

     16,803        172,621   
  

 

 

   

 

 

 

Net cash provided (used) by operating activities

     13,354,915        (576,262
  

 

 

   

 

 

 

Cash Flows from Investing Activities

    

Proceeds from sale of oil and gas properties

     1,017,048        2,500,000   

Acquisition and development of oil and gas properties

     (94,796,952     (76,988,136

Acquisition of other property and equipment

     (125,708     (66,700
  

 

 

   

 

 

 

Net cash used by investing activities

     (93,905,612     (74,554,836
  

 

 

   

 

 

 

Cash Flows from Financing Activities

    

Capital contributions

     60,697,958        77,622,244   

Commitment fees

     (1,213,959     (1,552,445

Draws from credit facility

     21,000,000        —     

Debt issuance costs

     (799,323     —     

Organization costs

     —          (101,478
  

 

 

   

 

 

 

Net cash provided by financing activities

     79,684,676        75,968,321   
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     (866,021     837,223   

Cash and cash equivalents at beginning of year

     3,198,097        2,360,874   
  

 

 

   

 

 

 

Cash and cash equivalents at end of year

   $ 2,332,076      $ 3,198,097   
  

 

 

   

 

 

 

Cash paid for interest

   $ 54,782      $ —     
  

 

 

   

 

 

 

See notes to financial statements.

 

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NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Titan Operating, LLC (the “Company”) is a Texas limited liability company formed on May 21, 2008, for the purpose of acquiring, exploring and developing oil and natural gas properties located in Texas.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

Use of Estimates

The preparation of 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates that are used.

Reclassifications

Certain amounts from the prior year have been reclassified to conform to the current year presentation.

Cash and Cash Equivalents

Investments in highly-liquid securities with original maturities of three months or less are considered to be cash equivalents.

Accounts Receivable

Accounts receivable consist of amounts due from joint interest owners and gas purchasers. Management evaluates the adequacy of the allowance for doubtful accounts based on a periodic review of individual accounts. The primary factors considered in determining the amount of the allowance are collection history, the aging of the accounts and other specific information known to management that may affect collectability. At December 31, 2010 and 2009, management has determined that no allowance for doubtful accounts is necessary.

Oil and Gas Properties

The Company follows the full cost method of accounting for oil and gas properties. Accordingly, all costs associated with the acquisition, exploration and development of oil and gas reserves, including directly related overhead costs and related asset retirement costs, are capitalized as incurred.

All capitalized costs of oil and gas properties, including the estimated future costs to develop proved reserves, are amortized using the unit-of-production method based on production and estimates of proved reserves. Investments in unproved properties and major development projects are not amortized until proved reserves associated with the projects can be determined or until impairment occurs. If the results of an assessment indicate that the properties are impaired, the amount of the impairment is added to the capitalized costs to be amortized. Geological and geophysical costs not associated with a specific unevaluated property are included in the amortization base as incurred. Oil and natural gas reserves are converted to equivalent units based upon the relative energy content, which is six thousand cubic feet of natural gas to one barrel of crude oil. Depletion, depreciation and amortization (“DD&A”) per Mcf equivalent is $1.67 and $1.97 at December 31, 2010 and 2009, respectively.

In addition, if the net capitalized costs of evaluated oil and gas properties exceed the estimated present value of future net cash flows from proved oil and gas reserves discounted at 10%, such excess is charged to operations as a ceiling write-down. For the year ended December 31, 2009, the Company recognized a ceiling write-down of its net capitalized costs in the amount of $15,445,000. No ceiling write-down is necessary at December 31, 2010.

 

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Oil and Gas Properties (Continued)

 

Sales of oil and gas properties, except those held for resale, are accounted for as adjustments to net capitalized costs with no gain or loss recognized, unless such adjustments would significantly alter the relationship between net capitalized costs and proved reserves of oil and gas. All costs relating to production activities and maintenance and repairs are charged to expense when incurred. Significant workovers that increase reserve quantities are capitalized.

Asset Retirement Obligation

The Company accounts for its asset retirement obligation in accordance with the Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) 410, Asset Retirement and Environmental Obligations. This Statement requires the fair value of an asset retirement obligation to be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. Under the method prescribed, the retirement obligation is recorded as a liability at its estimated present value at the asset’s inception, with the offsetting charge to the cost of oil and gas properties. Periodic accretion of the discount on the estimated liability is recorded in the statement of operations.

Other Property and Equipment

Other property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows:

 

Autos

     5 years   

Computer equipment

     3-5 years   

Furniture and equipment

     7 years   

Leasehold improvements

     3 years   

Repairs and maintenance are expensed as incurred while costs incurred that extend the useful life of an asset are capitalized.

Impairment of Long-Lived Assets

Management evaluates its long-lived assets for financial impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. An impairment loss is recognized when the estimated undiscounted future cash flows from the assets are less than the carrying value of the assets. Assets to be disposed of are reported at the lower of their carrying amount or fair value, less cost to sell. Management is of the opinion that the carrying amount of its long-lived assets does not exceed their estimated recoverable amount.

Other Assets

Other assets primarily include debt issuance costs that are amortized to interest expense over the term of the related debt. Other assets are presented net of accumulated amortization of $43,442 at December 31, 2010.

Revenue Recognition

Oil and gas revenues are recognized as the oil and gas is produced and delivered to the purchaser. Amounts due from purchasers of oil and gas are included in accounts receivable.

Income Taxes

As a limited liability company, the Company is not liable for federal income taxes. Income and losses of the Company are reported in the income tax return of each member. Accordingly, there is no provision for federal income taxes in the accompanying financial statements. The Company files a Form 1065, U.S. Return of Partnership Income, and an annual Texas Franchise Tax Report. FASB ASC 740, Income Taxes, requires financial statement recognition and disclosure for uncertain tax positions taken or expected to be taken in a tax return. Financial statement recognition of the tax position is dependent on an assessment of a 50% or greater likelihood that the tax position will be sustained upon examination, based on the technical merits of the position. The Company recognized no liability for unrecognized tax benefits and has no tax position at December 31,

 

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2010 or 2009 for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. Interest and penalties, if any, related to uncertain tax positions would be recorded in the statement of operations as interest expense and general and administrative expense, respectively. The 2008 through 2010 tax years are open to both federal and state examination.

Subsequent Events

Management evaluates subsequent events through February 17, 2011, which is the date the financial statements were available to be issued.

 

NOTE 2. OIL AND GAS PROPERTIES

Oil and gas properties, using the full cost method of accounting, consist of the following at December 31, 2010 and 2009:

 

     2010     2009  

Proved properties subject to amortization

   $ 114,490,436      $ 22,795,979   

Unevaluated properties not subject to amortization

     238,535,199        231,156,715   
  

 

 

   

 

 

 
     353,025,635        253,952,694   

Less accumulated depletion, depreciation, amortization and impairment

     (25,521,963     (15,806,132
  

 

 

   

 

 

 

Oil and gas properties, net

   $ 327,503,672      $ 238,146,562   
  

 

 

   

 

 

 

Unevaluated Properties not Subject to Amortization

The Company targets unconventional reservoirs and emerging resource plays, with the primary operating area being the core area of the Barnett Shale in North Texas. At December 31, 2010, a determination cannot be made about the extent of additional gas reserves that should be classified as proved reserves for certain properties within this area. Consequently, the associated acquisition, exploration, and development costs have been excluded from the amortization base of the full cost pool. The Company will begin to amortize these costs when it is determined whether or not proved reserves can be assigned to the properties, which is currently expected to be in 2011 and 2012.

Costs excluded from the amortization base consist of the following at December 31, 2010:

 

Year Incurred

   Acquisition
Cost
     Exploration
Cost
     Development
Cost
     Total  

2008

   $ 159,359,093       $ —         $ 1,065,214       $ 160,424,307   

2009

     26,755,354         402,754         2,326,462         29,484,570   

2010

     32,171,505         4,831,910         11,622,907         48,626,322   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 218,285,952       $ 5,234,664       $ 15,014,583       $ 238,535,199   
  

 

 

    

 

 

    

 

 

    

 

 

 

Full Cost Ceiling Test

The Company recognized a write-down of its oil and gas properties of $15,445,000 under the full cost ceiling test at December 31, 2009. In accordance with full cost ceiling rules, the ceiling test is calculated utilizing the average of the first-day-of-the-month prices for the previous twelve months. The average Henry Hub cash market price for natural gas is $3.87 per MMBtu for the twelve month period ending December 31, 2009. This price is applied to all future production of proved reserves as of the balance sheet date. The Company did not have a ceiling write-down during 2010.

 

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NOTE 3. OTHER PROPERTY AND EQUIPMENT

Other property and equipment consists of the following at December 31, 2010 and 2009:

 

     2010     2009  

Autos

   $ 78,750      $ —     

Computer equipment

     204,608        163,031   

Furniture and equipment

     56,729        51,348   

Leasehold improvements

     26,386        26,386   
  

 

 

   

 

 

 
     366,473        240,765   

Less accumulated depreciation and amortization

     (154,479     (74,080
  

 

 

   

 

 

 

Other property and equipment, net

   $ 211,994      $ 166,685   
  

 

 

   

 

 

 

 

NOTE 4. ASSET RETIREMENT OBLIGATION

The Company’s asset retirement obligation represents the present value of the estimated cost to plug, abandon and remediate its producing properties at the end of their productive lives. The asset retirement obligation is determined by calculating the present value of estimated cash flows related to the liability.

The following is a reconciliation of the asset retirement obligation:

 

     2010      2009  

Beginning asset retirement obligation

   $ 72,354       $ —     

Liabilities incurred on wells drilled

     176,136         70,318   

Accretion of discount

     9,604         2,036   
  

 

 

    

 

 

 

Ending asset retirement obligation

   $ 258,094       $ 72,354   
  

 

 

    

 

 

 

 

NOTE 5. PREPAYMENT FROM PARTNER

During 2009, the Company received advances from a joint interest owner with a remaining balance of $273,315 at December 31, 2009. The balance remaining at December 31, 2009 was applied to drilling costs incurred during 2010.

 

NOTE 6. LONG TERM DEBT

On September 2, 2010, the Company entered into a credit agreement with commercial banks, which provides a commitment equal to the lesser of the maximum commitment, $100 million, or the effective borrowing base. At December 31, 2010, the borrowing base was $60 million. The borrowing base is subject to redeterminations semi-annually each March and September, with up to two additional elective redeterminations in a twelve month period. The credit agreement is secured by at least 80% of the total value of the Company’s oil and gas properties constituting proved reserves. At December 31, 2010, the outstanding balance under the agreement was $21 million and $250,000 of undrawn letters of credit, leaving $38.75 million of borrowing capacity. The loan matures September 2, 2014.

Borrowings under the credit agreement can either be at the Alternate Base Rate (as defined) plus a spread ranging from 1.25% to 2.5% or LIBOR borrowings at the Adjusted LIBO Rate (as defined) plus a spread ranging from 2.25% to 3.5%. The applicable spread is dependent upon borrowings relative to the borrowing base. A commitment fee is paid on the undrawn balance based on an annual rate of 0.50%. At December 31, 2010, all our borrowings were LIBOR loans with an interest rate margin of 2.5%.

 

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Borrowings under the credit agreement are subject to certain financial covenants and restrictions, which include among others: maintaining a maximum debt to EBITDAX (as defined) ratio, maintaining a minimum current ratio, prohibition on additional debt, and a prohibition of dividends, redemptions, and most distributions. As of December 31, 2010, the Company is in compliance with all covenants.

The carrying amount of the long term debt approximates fair value because those financial instruments bear interest at variable rates that approximate current market rates for notes with similar maturities and credit quality.

 

NOTE 7. MEMBERS’ EQUITY

On August 7, 2008, the Company entered into a Limited Liability Agreement (the “Agreement”) with certain investors and members of management (collectively the “Members”). Each member’s interest in the Company is represented by its Capital Account and by Units issued by the Company to such member. The two initial classes of Units are Class A Units and Class B Units. Capital commitments under the agreement totaled $353 million. For each $1.00 contributed by the members, one Class A Unit will be issued. Class B Units are issued in consideration of services rendered by the holders for the benefit of the Company in their capacities as Members or employees of the Company.

At December 31, 2010 and 2009, 323,440,202 and 262,742,244 Class A Units are issued, respectively. There are 700,000 Class B Units issued at December 31, 2010 and 2009.

 

NOTE 8. EMPLOYEE BENEFIT PLAN

Employees of the Company may participate in a 401(k) savings plan, whereby eligible employees may elect to make contributions pursuant to a salary reduction agreement upon reaching 21 years of age. The Company matches employee contributions up to 6 percent of the employee’s compensation. Company contributions to the plan are $81,000 and $74,000 for the year ended December 31, 2010 and 2009, respectively.

 

NOTE 9. RELATED PARTY TRANSACTIONS

During 2009, the Company acquired 26 acres in Johnson County from a company owned by one of the Members. In addition, this company provides contract services to our land department. The total amount paid to this company approximated $17,500 and $99,000 in 2010 and 2009, respectively. There is $1,395 payable to this company at December 31, 2010 and no amounts payable at December 31, 2009.

The Company makes royalty payments to three entities that are owned by one of the Members. The total royalty paid to these entities during 2010 was approximately $258,000.

 

NOTE 10. COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company leases office space and equipment under operating leases which expire at various dates through 2013. Future minimum annual lease commitments at December 31, 2010, follow:

 

Year Ending December 31,

   Minimum Lease
Commitments
 

2011

   $ 199,000   

2012

     197,000   

2013

     194,000   
  

 

 

 
   $ 590,000   
  

 

 

 

 

37


Rent expense is $196,935 and $199,163 for the year ended December 31, 2010 and 2009, respectively.

Facility Construction Agreements

The Company has entered into construction agreements with various pipelines. Under these agreements the Company is obligated to transport minimum gas volumes, calculated on an annual basis, or pay for any deficiencies at a specified rate. Production under these agreements is expected to exceed the minimum volumes provided in the contracts. Maximum commitments under these agreements at December 31, 2010, follow:

 

Year Ending December 31,

   Minimum Lease
Commitments
 

2011

   $ 833,000   

2012

     605,000   

2013

     449,000   

2014

     468,000   

2015

     624,000   

2016

     447,000   

2017

     364,000   
  

 

 

 
   $ 3,790,000   
  

 

 

 

Other

The Company has an unused $50,000 letter of credit in favor of the Railroad Commission of Texas (“RRC”) as required by Section 91.142, Texas Natural Resource Code in order to perform operations within the jurisdiction of the RRC.

The Company is contingently liable to sureties in respect of performance and payment bonds issued by the sureties in connection with certain contracts entered into by the Company in the normal course of business. The Company has agreed to indemnify the sureties for any payments made by them in respect of such bonds.

 

NOTE 11. MAJOR CUSTOMERS

The Company markets its production on a competitive basis. Oil and gas production is sold under various contracts including month-to-month, and one to twelve year contracts at current area market prices. The Company sells to oil and gas purchasers on the basis of price and service reliability. For the years ended December 31, 2010 and 2009, the Company had one purchaser that accounted for 70% and 100% of total revenues, respectively. Due to the nature of the markets for oil and gas, the Company does not believe that the loss of any one purchaser would have a material adverse effect on the Company’s financial condition or the results of operations.

 

38