Exhibit 99.2
EE GROUP, LLC
FINANCIAL STATEMENTS
For the nine months ended September 30, 2010 and 2009
EE GROUP, LLC
TABLE OF CONTENTS
| Page | ||||
Financial Statements | ||||
Balance Sheets | 1 | |||
Statements of Income and Members’ Equity | 2 | |||
Statements of Cash Flows | 3 | |||
Notes to Financial Statements | 4 | |||
EE GROUP, LLC
BALANCE SHEETS
| September 30, | ||||||||
| 2010 | 2009 | |||||||
ASSETS | ||||||||
CURRENT ASSET - Cash | $ | 10,954 | $ | 59,764 | ||||
INVESTMENTS IN AFFILIATES | 1,008,830 | 546,386 | ||||||
| 1,019,784 | 606,150 | |||||||
LIABILITIES AND MEMBERS’ EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts payable | — | 51,930 | ||||||
Note payable - related party | 137,000 | 45,000 | ||||||
Total current liabilities | 137,000 | 96,930 | ||||||
MEMBERS’ EQUITY | 882,784 | 509,220 | ||||||
| $ | 1,019,784 | $ | 606,150 | |||||
See notes to financial statements.
Page 1
EE GROUP, LLC
STATEMENTS OF INCOME AND MEMBERS’ EQUITY
| Nine months ended September 30, | ||||||||
| 2010 | 2009 | |||||||
Income from subsidiaries | $ | 380,294 | $ | 159,429 | ||||
Other expense | ||||||||
Professional fees | (231 | ) | (25,930 | ) | ||||
Other expenses | (133 | ) | (12 | ) | ||||
Total other expense | (364 | ) | (25,942 | ) | ||||
Net income | 379,930 | 133,487 | ||||||
Members’ equity, beginning | 502,854 | 475,733 | ||||||
Distributions | — | (100,000 | ) | |||||
Members’ equity, ending | $ | 882,784 | $ | 509,220 | ||||
See notes to financial statements.
Page 2
EE GROUP, LLC
STATEMENTS OF CASH FLOWS
| Nine months ended September 30, | ||||||||
| 2010 | 2009 | |||||||
OPERATING ACTIVITIES | ||||||||
Net income | $ | 379,930 | $ | 133,487 | ||||
Adjustments to reconcile net income to cash flows from operating activities: | ||||||||
Income from investments in affiliates | (380,294 | ) | (159,429 | ) | ||||
Change in accounts payable | — | 51,930 | ||||||
Distributions received from investment in affiliates | 5,000 | — | ||||||
Net cash provided by operating activities | 4,636 | 25,988 | ||||||
FINANCING ACTIVITIES | ||||||||
Member distributions | — | (100,000 | ) | |||||
Net activity under related party note payable | — | 45,000 | ||||||
Net cash used by financing activities | — | (55,000 | ) | |||||
NET CHANGE IN CASH | 4,636 | (29,012 | ) | |||||
CASH, Beginning | 6,318 | 88,776 | ||||||
CASH, Ending | $ | 10,954 | $ | 59,764 | ||||
See notes to financial statements.
Page 3
EE GROUP, LLC
NOTES TO FINANCIAL STATEMENTS
September 30, 2010 and 2009
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of certain accounting policies followed in the preparation of these financial statements. The policies conform to the generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.
Company Operations
EE Group, LLC, a Michigan Limited Liability Company, is a holding company.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States 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 those estimates.
Concentration of Credit Risk
The Company, from time to time during the period covered by these financial statements, may have bank balances in excess of its insured limits. Management has deemed this as a normal business risk.
Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Revenue Recognition
The Company has significant influence over the management activities of its affiliates, therefore the Company accounts for these investments under the equity method. Accordingly, the Company recognizes their proportionate share of earnings and losses from the affiliates. See Note 2 for further details.
Income Taxes
The Company has been organized as a limited liability company (LLC), which is generally not a taxpaying entity for federal income tax purposes. As a result, no income tax expense has been recorded in the financial statements. Income of the Company is taxed to the members on their individual returns. The Company distributes funds to the members upon board approval.
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EE GROUP, LLC
NOTES TO FINANCIAL STATEMENTS
September 30, 2010 and 2009
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)
Effective January 1, 2008, Michigan adopted a business tax which replaced the Michigan Single Business Tax. Included in the Michigan Business Tax is a tax on taxable income and a tax on adjusted gross receipts. It is management’s policy to report both components of the tax as an income tax.
The statute created a “joint and severally liable” unitary tax on entities which are generally commonly controlled and have inter-company “flow of value” transactions. It is the intent of management to have the designated member, an entity other than the Company, record the expense and pay the entire unitary tax of the group; therefore no Michigan business tax expense has been recorded.
Effective January 1, 2009 the Company adopted guidance regarding accounting for uncertainty in income taxes. This guidance clarifies the accounting for uncertainty in income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. At September 30, 2010 and 2009, there were no uncertain tax positions that require accrual.
None of the Company’s federal or state income tax returns are currently under examination by the Internal Revenue Service (“IRS”) or state authorities; though fiscal years 2006 and later remain subject to examination by the IRS and respective states. However, Marysville Hydrocarbons Holdings, LLC, a significant holding of the Company, is currently involved in uncertain income tax issues as stated in Note 2.
Subsequent Events
The Company has performed a review of events subsequent to the balance sheet date through January 27, 2011, the date the financial statements were available to be issued. See Note 4 for a detail of reportable subsequent events.
NOTE 2 – INVESTMENT IN AFFILIATES
The Company holds a 5% interest in Marysville Hydrocarbons Holdings, LLC with a 5% share of earnings and losses and holds a 5% interest in Timberview Energy, LLC with a 50% share of earnings and losses.
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EE GROUP, LLC
NOTES TO FINANCIAL STATEMENTS
September 30, 2010 and 2009
NOTE 2 – INVESTMENT IN AFFILIATES(Continued)
Investment in affiliates consists of the following at September 30:
| 2010 | 2009 | |||||||
Marysville Hydrocarbons Holdings, LLC | $ | 1,003,055 | $ | 536,754 | ||||
Timberview Energy, LLC | 5,775 | 9,632 | ||||||
| $ | 1,008,830 | $ | 546,386 | |||||
The Company has significant influence over the management activities of Marysville Hydrocarbons Holdings, LLC and Timberview Energy, LLC, therefore the Company’s 5% ownership investment in both entities is accounted for under the equity method. Accordingly, this investment is carried at cost and adjusted for the Company’s proportionate share of earnings and losses.
The following schedule summarizes the Company’s proportionate share of income from investments in affiliates for the nine months ended September 30:
| 2010 | 2009 | |||||||
Marysville Hydrocarbons Holdings, LLC | $ | 379,530 | $ | 159,502 | ||||
Timberview Energy, LLC | 764 | (73 | ) | |||||
| $ | 380,294 | $ | 159,429 | |||||
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EE GROUP, LLC
NOTES TO FINANCIAL STATEMENTS
September 30, 2010 and 2009
NOTE 2 – INVESTMENT IN AFFILIATES(Continued)
The following schedule summarizes select financial information of Marysville Hydrocarbons Holdings, LLC and Timberview Energy, LLC:
For the nine months ended September 30:
| 2010 | 2009 | |||||||
Statement of operations: | ||||||||
Operating Revenue | $ | 19,303,132 | $ | 14,275,201 | ||||
Operating expenses | 7,095,898 | 8,559,787 | ||||||
Net Income | 7,592,118 | 3,189,891 | ||||||
As of September 30:
| 2010 | 2009 | |||||||
Balance sheet: | ||||||||
Current assets | $ | 17,897,977 | $ | 10,476,854 | ||||
Long-term assets | 30,667,235 | 31,201,206 | ||||||
Current liabilities | (19,127,780 | ) | (22,566,629 | ) | ||||
Long-term liabilities | (9,364,785 | ) | (8,357,093 | ) | ||||
Net assets | $ | 20,072,647 | $ | 10,754,338 | ||||
The Internal Revenue Service has performed an administrative review relating to a subsidiary of Marysville Hydrocarbons Holdings, LLC’s, Marysville Gas Liquids Company (MGL), 2003 election to be treated as a disregarded entity for tax purposes. MGL is structured as a C Corporation and in the absence of an approved election to be treated as a disregarded entity, would be required to pay taxes at the applicable corporate rates. Although MGL’s management is still pursuing the election, they have decided to accrue, on MGL’s balance sheet, an estimate of past and current Federal taxes and related interest in the event they are not successful in this effort. No penalties have been accrued, as MGL believes that the Internal Revenue Service will not assess under the circumstances. In addition, MGL’s 2003 through 2007 tax returns were chosen for audit by the Internal Revenue Service. The examination was ongoing as of the report date of these financial statements and final outcome is unknown.
The Internal Revenue Service has issued a tax notice to MGL claiming they failed to file monthly Terminal Operator Reports and have proposed penalties totaling $1,006,000 for the period of January 1, 2007 through April 30, 2009. MGL became aware of the issue and had retroactively filed all necessary monthly reports. MGL believes they have reasonable cause for their failure to file the reports timely and that all penalties will be abated, therefore no amounts have been accrued as of September 30, 2010 and 2009.
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EE GROUP, LLC
NOTES TO FINANCIAL STATEMENTS
September 30, 2010 and 2009
NOTE 3 – RELATED PARTY TRANSACTIONS
Note Payable
At September 30, 2010 and 2009, the Company had a note payable to a related party through common ownership in the amount of $137,000 and $45,000, respectively. The note is non-interest bearing and due on demand. The note was re-paid in full subsequent to the balance sheet date and therefore is classified as a current liability on the balance sheet.
NOTE 4 – SUBSEQUENT EVENT
Subsequent to the balance sheet date, Timberview Energy, LLC discontinued operations and was dissolved. As of October 2010, the Company no longer holds a 5% interest in Timberview Energy, LLC. This dissolution has an immaterial effect on the financial statements taken as a whole.
Subsequent to the balance sheet date, the members of the Company signed a definitive purchase and sale agreement with an unrelated third party to sell their interests in EE Group, LLC as of December 30, 2010.
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EE GROUP, LLC
AUDITED FINANCIAL STATEMENTS
Years ended December 31, 2009 and 2008
EE GROUP, LLC
TABLE OF CONTENTS
| Page | ||||
Report of Independent Auditors’ | 3 | |||
Financial Statements | ||||
Balance Sheets | 4 | |||
Statements of Income and Members’ Equity | 5 | |||
Statements of Cash Flows | 6 | |||
Notes to Financial Statements | 7 | |||
REPORT OF INDEPENDENT AUDITORS’
To the Members’
EE Group, LLC
We have audited the accompanying balance sheets of EE Group, LLC as of December 31, 2009 and 2008, and the related statements of income and 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 in the first paragraph present fairly, in all material respects, the financial position of EE Group, LLC as of December 31, 2009 and 2008, 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.
Sterling Heights, Michigan
December 29, 2010
UHY LLP is an Independent Member of UHY International Limited
EE GROUP, LLC
BALANCE SHEETS
| December 31, | ||||||||
| 2009 | 2008 | |||||||
ASSETS | ||||||||
CURRENT ASSET – Cash | $ | 6,318 | $ | 88,776 | ||||
INVESTMENTS IN AFFILIATES | 633,536 | 386,957 | ||||||
| 639,854 | 475,733 | |||||||
LIABILITIES AND MEMBERS’ EQUITY | ||||||||
CURRENT LIABILITY- | ||||||||
Note payable - related party | 137,000 | — | ||||||
MEMBERS’ EQUITY | 502,854 | 475,733 | ||||||
| $ | 639,854 | $ | 475,733 | |||||
See notes to financial statements.
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EE GROUP, LLC
STATEMENTS OF INCOME AND MEMBERS’ EQUITY
| Years ended December 31, | ||||||||
| 2009 | 2008 | |||||||
Income from subsidiaries | $ | 246,579 | $ | 323,605 | ||||
Other expense | ||||||||
Professional fees | (119,411 | ) | (12,470 | ) | ||||
Other expenses | (47 | ) | (25 | ) | ||||
Total other expense | (119,458 | ) | (12,495 | ) | ||||
Net income | 127,121 | 311,110 | ||||||
Members’ equity, beginning | 475,733 | 234,623 | ||||||
Contributions | — | 100,000 | ||||||
Distributions | (100,000 | ) | (170,000 | ) | ||||
Members’ equity, ending | $ | 502,854 | $ | 475,733 | ||||
Seenotes to financial statements.
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EE GROUP, LLC
STATEMENTS OF CASH FLOWS
| Years ended December 31, | ||||||||
| 2009 | 2008 | |||||||
OPERATING ACTIVITIES | ||||||||
Net income | $ | 127,121 | $ | 311,110 | ||||
Adjustments to reconcile net income to cash flows from operating activities: | ||||||||
Income from investments in affiliates | (246,579 | ) | (323,605 | ) | ||||
Distributions received from investment in affiliates | — | 170,000 | ||||||
Net cash provided by (used in) operating activities | (119,458 | ) | 157,505 | |||||
FINANCING ACTIVITIES | ||||||||
Bank overdraft | — | (13,729 | ) | |||||
Member distributions | (100,000 | ) | (170,000 | ) | ||||
Member contributions | — | 100,000 | ||||||
Net activity under related party notes receivable | — | 15,000 | ||||||
Net activity under related party note payable | 137,000 | — | ||||||
Net cash provided by (used in) financing activities | 37,000 | (68,729 | ) | |||||
NET CHANGE IN CASH | (82,458 | ) | 88,776 | |||||
CASH,Beginning | 88,776 | — | ||||||
CASH,Ending | $ | 6,318 | $ | 88,776 | ||||
See notes to financial statements.
Page 6
EE GROUP, LLC
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of certain accounting policies followed in the preparation of these financial statements. The policies conform to the generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.
Company Operations
EE Group, LLC, a Michigan Limited Liability Company, is a holding company.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States 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 those estimates.
Concentration of Credit Risk
The Company, from time to time during the periods covered by these consolidated financial statements, may have bank balances in excess of its insured limits. Management has deemed this as a normal business risk.
Cash Equivalents
For purposes of the statements of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Revenue Recognition
The Company has significant influence over the management activities of its affiliates, therefore the Company accounts for these investments under the equity method. Accordingly, the Company recognizes their proportionate share of earnings and losses from the affiliates. See Note 2 for further details.
Income Taxes
The Company has been organized as a limited liability company (LLC), which is generally not a taxpaying entity for federal income tax purposes. As a result, no income tax expense has been recorded in the financial statements. Income of the Company is taxed to the members on their individual returns. The Company distributes funds to the members upon board approval.
Page 7
EE GROUP, LLC
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)
Effective January 1, 2008, Michigan adopted a business tax which replaced the Michigan Single Business Tax. Included in the Michigan Business Tax is a tax on taxable income and a tax on adjusted gross receipts. It is management’s policy to report both components of the tax as an income tax.
The statute created a “joint and severally liable” unitary tax on entities which are generally commonly controlled and have inter-company “flow of value” transactions. It is the intent of management to have the designated member, an entity other than the Company, record the expense and pay the entire unitary tax of the group; therefore no Michigan business tax expense has been recorded.
Effective January 1, 2009 the Company adopted guidance regarding accounting for uncertainty in income taxes. This guidance clarifies the accounting for uncertainty in income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. At December 31, 2009 and 2008, there were no uncertain tax positions that require accrual.
None of the Company’s federal or state income tax returns are currently under examination by the Internal Revenue Service (“IRS”) or state authorities; though fiscal years 2006 and later remain subject to examination by the IRS and respective states. However, Marysville Hydrocarbons Holdings, LLC, a significant holding of the Company, is currently involved in uncertain income tax issues as stated in Note 2.
Subsequent Events
The Company has performed a review of events subsequent to the balance sheet through December 29, 2010, the date the financial statements were available to be issued. See Note 4 for a detail of reportable subsequent events.
NOTE 2 – INVESTMENT IN AFFILIATES
The Company holds a 5% interest in Marysville Hydrocarbons Holdings, LLC with a 5% share of earnings and losses and holds a 5% interest in Timberview Energy, LLC with a 50% share of earnings and losses.
Page 8
EE GROUP, LLC
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
NOTE 2 – INVESTMENT IN AFFILIATES (Continued)
Investment in affiliates consists of the following:
| 2009 | 2008 | |||||||
Marysville Hydrocarbons Holdings, LLC | $ | 623,526 | $ | 377,252 | ||||
Timberview Energy, LLC | 10,010 | 9,705 | ||||||
| $ | 633,536 | $ | 386,957 | |||||
The Company has significant influence over the management activities of Marysville Hydrocarbons Holdings, LLC and Timberview Energy, LLC, therefore the Company’s 5% ownership investment in both entities is accounted for under the equity method. Accordingly, this investment is carried at cost and adjusted for the Company’s proportionate share of earnings and losses.
The following schedule summarizes the Company’s proportionate share of income from investments in affiliates:
| Years ended December 31, | ||||||||
| 2009 | 2008 | |||||||
Marysville Hydrocarbons Holdings LLC | $ | 246,274 | $ | 322,647 | ||||
Timberview Energy, LLC | 305 | 958 | ||||||
| $ | 246,579 | $ | 323,605 | |||||
Page 9
EE GROUP, LLC
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
NOTE 2 – INVESTMENT IN AFFILIATES(Continued)
The following schedule summarizes select financial information of Marysville Hydrocarbons Holdings, LLC and Timberview Energy, LLC:
| Years ended December 31, | ||||||||
| 2009 | 2008 | |||||||
Statement of operations: | ||||||||
Operating Revenue | $ | 20,557,371 | $ | 23,529,274 | ||||
Operating expenses | 11,227,989 | 10,968,905 | ||||||
Net Income | 4,926,083 | 6,454,864 | ||||||
| December 31, 2009 | ||||||||
| 2009 | 2008 | |||||||
Balance sheet: | ||||||||
Current assets | $ | 9,540,182 | $ | 5,948,817 | ||||
Long-term assets | 31,556,429 | 31,733,753 | ||||||
Current liabilities | (19,804,334 | ) | (20,958,739 | ) | ||||
Long-term liabilities | (8,801,748 | ) | (9,159,385 | ) | ||||
Net assets | $ | 12,490,529 | $ | 7,564,446 | ||||
The Internal Revenue Service has performed an administrative review relating to a subsidiary of Marysville Hydrocarbons Holdings, LLC’s, Marysville Gas Liquids Company (MGL), 2003 election to be treated as a disregarded entity for tax purposes. MGL is structured as a C Corporation and in the absence of an approved election to be treated as a disregarded entity, would be required to pay taxes at the applicable corporate rates. Although MGL’s management is still pursuing the election, they have decided to accrue, on MGL’s balance sheet, an estimate of past and current Federal taxes and related interest in the event they are not successful in this effort. No penalties have been accrued, as MGL believes that the Internal Revenue Service will not assess under the circumstances. In addition, subsequent to the balance sheet date, MGL’s 2003 through 2007 tax returns were chosen for audit by the Internal Revenue Service. The examination was ongoing as of the report date of these financial statements and final outcome is unknown.
Subsequent to the balance sheet date, the Internal Revenue Service issued a tax notice to MGL claiming they failed to file monthly Terminal Operator Reports and have proposed penalties totaling $1,006,000 that began to accrue as of January 1, 2007. MGL became aware of the issue and had retroactively filed all necessary monthly reports. MGL believes they have reasonable cause for their failure to file the reports timely and that all penalties will be abated.
Page 10
EE GROUP, LLC
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
NOTE 3 – RELATED PARTY TRANSACTIONS
Note Payable
At December 31, 2009, the Company had a note payable to a related party through common ownership in the amount of $137,000. The note is non-interest bearing and due on demand. The note was re-paid in full subsequent to the balance sheet and therefore is classified as a current liability on the balance sheet.
Professional Fee Reimbursement
During the year ended December 31, 2009, the Company received reimbursement from a related party through common ownership for professional fees incurred. The total reimbursement amounted to $26,000 for the year ended December 31, 2009. This amount has been recorded as a reduction to professional fees on the income statement.
NOTE 4 – SUBSEQUENT EVENT
Subsequent to year end, Timberview Energy, LLC discontinued operations and was dissolved. As of October 2010, the company no longer holds a 5% interest in the Company. This dissolution has an immaterial effect on the financial statements taken as a whole.
Subsequent to year end, the members of the Company engaged in negotiations with an unrelated third party to sell their interests in EE Group, LLC. The members had not signed a definitive purchase and sale agreement prior to the issuance of the financial statements for the years ended December 31, 2009 and 2008.
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