EX-99.3 5 exhibit4.htm EXHIBIT 99.3 exhibit4.htm
EXHIBIT 99.3
 
FRONTSTREET HUGOTON LLC AND SUBSIDIARY
 
TABLE OF CONTENTS
 

 
CONSOLIDATED INTERIM FINANCIAL STATEMENTS:
 
 
Consolidated Balance Sheets as of September 30, 2007 and December 31, 2006
 
 
Consolidated Statements of Operations for the nine months ended September 30, 2007 and 2006
 
 
Consolidated Statements of Cash Flows the nine months ended September 30, 2007 and 2006
 
 
Notes to Consolidated Interim Financial Statements
 

 
 

 

FRONTSTREET HUGOTON LLC AND SUBSIDIARY
             
CONSOLIDATED BALANCE SHEETS
           
(In thousands)
             
   
September 30,
   
December 31,
 
   
2007
   
2006
 
ASSETS
 
(unaudited)
       
             
CURRENT ASSETS:
           
  Cash and cash equivalents
  $ 3,409     $ 1,906  
  Accounts receivable
    4,590       7,426  
  Other current assets
    182       134  
                 
           Total current assets
    8,181       9,466  
                 
PIPELINE AND GATHERING FACILITIES:
               
  Pipeline and gathering facilities placed in service
    100,271       100,283  
  Construction in progress
    29,406       7,905  
                 
           Total pipeline and gathering facilities
    129,677       108,188  
                 
  Less accumulated depreciation
    (34,988 )     (30,775 )
                 
           Total
    94,689       77,413  
                 
TOTAL ASSETS
  $ 102,870     $ 86,879  
                 
                 
LIABILITIES AND MEMBERS’ EQUITY
               
                 
CURRENT LIABILITIES:
               
  Accounts payable
  $ 4,556     $ 9,078  
  Accrued liabilities
    930       601  
                 
           Total current liabilities
    5,486       9,679  
                 
MEMBERS’ EQUITY
    97,384       77,200  
                 
TOTAL LIABILITIES AND MEMBERS' EQUITY
  $ 102,870     $ 86,879  
                 
                 
See notes to consolidated interim financial statements.

 
 

 

FRONTSTREET HUGOTON LLC AND SUBSIDIARY
             
CONSOLIDATED STATEMENTS OF OPERATIONS
           
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006 (unaudited)
 
(In thousands)
             
   
September 30,
   
September 30,
 
   
2007
   
2006
 
             
OPERATING REVENUES—Pipeline and gathering revenues
  $ 31,831     $ 31,492  
                 
OPERATING EXPENSES:
               
  Operating and maintenance
    19,226       20,141  
  Depreciation
    4,480       4,886  
  Related party management fees
    206       210  
  Professional services
    83       76  
                 
           Total operating expenses
    23,995       25,313  
                 
OPERATING INCOME
    7,836       6,179  
                 
OTHER INCOME
    56       91  
                 
NET INCOME
  $ 7,892     $ 6,270  
                 
                 
See notes to consolidated interim financial statements.


 
 

 

FRONTSTREET HUGOTON LLC AND SUBSIDIARY
             
CONSOLIDATED STATEMENTS OF CASH FLOWS
           
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006 (unaudited)
 
(In thousands)
             
   
September 30,
   
September 30,
 
   
2007
   
2006
 
             
CASH FLOWS FROM OPERATING ACTIVITIES:
           
  Net income
  $ 7,892     $ 6,270  
  Adjustments to reconcile net income to net cash provided by
               
    operating activities:
               
    Depreciation
    4,480       4,886  
    Changes in operating assets and liabilities:
               
      Accounts receivable
    2,835       (2,656 )
      Other current assets
    (48 )     (54 )
      Long-term receivable
               
      Accounts payable
    1,385       (1,380 )
      Accrued liabilities
    328       380  
                 
           Net cash provided by operating activities
    16,872       7,446  
                 
CASH FLOWS FROM INVESTING ACTIVITIES—Capital expenditures
    (27,663 )     (1,904 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
  Capital contributions
    28,283       1,917  
  Distributions to members
    (15,990 )     (8,886 )
                 
           Net cash (used in) provided by financing activities
    12,293       (6,969 )
                 
NET (DECREASE) INCREASE IN CASH AND
               
  CASH EQUIVALENTS
    1,502       (1,427 )
                 
CASH AND CASH EQUIVALENTS—at beginning of period
    1,907       2,916  
                 
CASH AND CASH EQUIVALENTS—at end of period
  $ 3,409     $ 1,489  
                 
SUPPLEMENTAL CASH FLOW INFORMATION—Noncash capital
               
  expenditures in accounts payable and accrued liabilities
  $ 1,388     $ 98  
                 
                 
See notes to consolidated interim financial statements.

 
 

 

FRONTSTREET HUGOTON LLC AND SUBSIDIARY
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

1.
ORGANIZATION AND BASIS OF PRESENTATION
 
FrontStreet Hugoton LLC was formed in the State of Delaware and commenced operations on July 26, 2002, for the purpose of owning the equity interests of WGP-KHC, LLC (FrontStreet Hugoton LLC’s wholly owned subsidiary), whose purpose is owning the gas gathering pipeline in the Hugoton, Kansas area.  As of September 30, 2007 and December 31, 2006, the participating interests of FrontStreet Hugoton LLC and subsidiary (the “Company”) members were 95 percent by ASC Hugoton, LLC (“ASC”) and 5 percent by FrontStreet EnergyOne, LLC (“FSEO”).
 
Under terms of FrontStreet Hugoton LLC’s limited liability company operating agreement, additional capital contributions, gains and losses of the Company and cash distributions are allocated to the members based upon each member’s respective ownership interest.
 
The Company acquired 100 percent of the voting and ownership interests of WGP-KHC, LLC on July 26, 2002, for $79.9 million.  The purpose of this transaction was to acquire ownership of a natural gas gathering system in Kansas (the “Gathering System”) and to hold the asset until the exhaustion of the underlying producing basin, which is the Hugoton gas field.  The Company recorded no goodwill in conjunction with the acquisition.
 
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Consolidation—The consolidated financial statements include the accounts of the Company.  All material intercompany transactions and balances have been eliminated in consolidation.
 
Estimates—The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, 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 these estimates.
 
Cash and Cash Equivalents—All liquid investments with an original maturity of three months or less are considered cash equivalents.
 
Pipeline and Gathering Facilities—Amounts incurred in connection with the purchase of pipeline and gathering facilities are stated at cost and depreciated using the units-of-production method based upon the actual production transported through the system and the related estimated natural gas reserves of the Hugoton gas field.  Construction in progress represents the ongoing development of the gathering system.  Upon completion of construction, related costs are transferred to pipeline and gathering facilities placed in service and depreciated.
 
The Company assesses its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  Recoverability is assessed by comparing the carrying amount of an asset to future net cash flows
 

 
 

 

expected to be generated by the asset.  If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of such assets exceed the fair value of the assets.
 
Income Taxes—The Company is not subject to income tax, but rather the taxable income or loss of the Company is reported on the respective income tax returns of its members.
 
Pipeline and Gathering Revenues—Pipeline and gathering revenues are recognized as gas volumes are transported through the pipeline and gathering facilities.
 
3.
BUSINESS AND CREDIT CONCENTRATIONS
 
One customer accounted for approximately $30.1 million and $30.3 million of the Company’s revenues for the nine months ended September 30, 2007 and 2006, respectively.  The receivable balance related to this customer totaled $4.3 million and $7.3 million as of September 30, 2007 and December 31, 2006, respectively.  This customer accounted for approximately $17.3 million of the Company’s operating expenses in the first nine months of 2007 and $21.6 million of the Company’s capital expenditures in the first nine months of 2007.  This customer accounted for approximately $18.6 million of the Company’s operating expenses for the first nine months of 2006 and $1.8 million of the Company’s capital expenditures in the first nine months of 2006.  The payable balance related to this customer totaled $5.0 million and $8.4 million as of September 30, 2007 and December 31, 2006, respectively.
 
4.
RELATED PARTY TRANSACTIONS
 
The Company was charged approximately $206,000 and $210,000 in management fees for the nine months ended September 30, 2007 and 2006, by FrontStreet Partners, LLC.  Additionally, for the respective periods, the Company was charged approximately $212,000 and $206,000 for management and administrative services, accounting and financial services, and operating services, which are included in operating and maintenance expenses in the consolidated statements of operations.
 
5.
COMMITMENTS AND CONTINGENCIES
 
There are various claims and contingencies involving the Company, none of which, in the opinion of Management, will have a materially adverse effect on the Company.
 
6.
GATHERING AGREEMENT WITH BP
 
In connection with the acquisition of WGP-KHC, LLC, the Company acquired rights and responsibilities under the Gathering Agreement with BP America Production Company (“BP”).  Under the Gathering Agreement, BP dedicates for gathering by the Gathering System all of the commercially producible gas in a defined list of producing fields.  The Gathering Agreement provides for the Company to charge a per unit gathering fee (the “Gathering Fee”) calculated on estimated cost of service over the total estimated units to be transported in a calendar year.  The Gathering Fee is predetermined for a calendar year by November 7 of the preceding calendar year and then subject to redetermination on June 7.  As part of the redetermination process on June 7, the Gathering Fee is trued-up, inclusive of interest, based on actual costs incurred including abandonment costs and actual units transported. For the nine months ended September 30, 2007 and 2006, the Company recorded $32.1 million and $27.3 million, respectively, of revenue under the Gathering Agreement.
 

 
 

 

The term of the Gathering Agreement is for as long as gas is capable of being produced in commercial quantities, subject to certain exceptions in the event of an ownership change of the gas field, or the removal of BP as operator of the Gathering System.
 
7.
CONSTRUCTION AND OPERATING AGREEMENT
 
In connection with the acquisition of WGP-KHC, LLC, the Company obtained the rights and responsibilities under a Construction and Operating Agreement (the “C&O Agreement”) with BP.  Under the terms of the C&O Agreement, BP is responsible for operating, maintaining and repairing the Gathering System.  Subject to prior approval, the Company is responsible for paying for capital additions and expenses incurred by BP as the operator of the Gathering System.  For the nine months ended September 30, 2007 and 2006, the Company expensed $17.3 million and $18.6 million respectively for operating and maintenance expenses under the C&O Agreement.
 
The C&O Agreement requires BP to comply with all applicable environmental standards.  While the Company would be responsible for any environmental contamination as a result of the operation of the Gathering System, remedies are provided to the Company under the C&O Agreement allowing the Company to recover costs incurred to reclaim a contaminated site.  Additionally, the C&O Agreement states the Company is specifically responsible for the removal, remediation and abatement of Polychlorinated Biphenyls (“Remediation Work”). However, under the terms of the C&O Agreement, the Company can include up to $2.2 million of expenditures for Remediation Work related to conditions in existence prior to October 1994.  BP, exercising its right to review any additional expenditure for Remediation Work above and beyond the $2.2 million, has agreed to pay for remediation work in excess of $2.2 million as of September 30, 2007.  Cumulatively, as of September 30, 2007 and 2006, $2.8 million and $2.8 million had been spent to date on Remediation Work.  The Company also obtained an indemnification against any environmental losses for preexisting conditions prior to the acquisition date from the previous owner.  Approximately $750,000 has been escrowed in the event BP does not agree to include in the cost of service expenditures for Remediation Work.  As of September 30, 2007, the Company has not recorded any obligation for Remediation Work.
 
The C&O Agreement shall remain in effect until such time as the Gathering Agreement terminates or BP is removed as operator in accordance with terms of the C&O Agreement.
 
8.
ANNUAL SETTLEMENT PAYMENT AGREEMENT
 
The Company and BP are party to an Annual Settlement Payment Agreement (“ASPA”).  The purpose of the ASPA is to provide the Company with a fixed return on its investment in the Gathering System.  The ASPA also provides the mechanism for recovery of the costs of current period Remediation Work.  The amount due under the ASPA is calculated monthly, inclusive of interest. Payments under the ASPA for a calendar year are due on the following March 15.  As of September 30, 2007 and December 31, 2006, the Company owed $1.5 million to BP and was due $4.4 million from BP, respectively.
 
The term of the ASPA is the same as the Gathering Agreement (see Note 6 above).
 
9.
SUBSEQUENT EVENT
 
On January 7, 2008, ASC and FSEO sold all of their members’ equity to an affiliate of ASC for approximately $147 million.