Exhibit 99.1
Lone Star Tank Rental, LP and
KHM Rentals, LLC
Combined Financial Statements
December 31, 2013 and 2012
Together with Independent Auditors’ Report
Independent Auditors’ Report
To the Partners and Members
of Lone Star Tank Rental, LP and KHM Rentals, LLC
We have audited the accompanying combined financial statements of Lone Star Tank Rental, LP and KHM Rentals, LLC (a Texas Limited Partnership and Limited Liability Company, respectively), which comprise the combined balance sheets as of December 31, 2013 and 2012, and the related combined statements of operations, partners’ and members’ equity, and cash flows for the years then ended, and the related notes to the combined financial statements.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of the combined 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 combined 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 combined 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 combined financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the combined 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 combined 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 combined 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 combined financial statements referred to above present fairly, in all material respects, the financial position of Lone Star Tank Rental, LP and KHM Rentals, LLC as of December 31, 2013 and 2012, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
| /s/ Swenson Advisors, LLP |
| San Diego, CA |
| April 15, 2014 |
1
Lone Star Tank Rental, LP and KHM Rentals, LLC
Combined Balance Sheets
December 31, 2013 and 2012
| 2013 | 2012 | |||||||
Assets | ||||||||
Cash | $ | 1,425,445 | $ | 1,882,632 | ||||
Accounts receivable, net of allowance for doubtful accounts of $1,166,859 and $0, respectively | 14,225,435 | 7,605,997 | ||||||
Due from related-parties | 255,669 | 137,455 | ||||||
Other receivables | 72,388 | 1,308 | ||||||
Prepaid expenses | 281,088 | 871 | ||||||
Property and equipment, net | 49,848,982 | 31,721,916 | ||||||
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Total Assets | $ | 66,109,007 | $ | 41,350,179 | ||||
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Liabilities And Equity | ||||||||
Accounts payable | $ | 8,111,602 | $ | 8,602,486 | ||||
Sales tax payable | 899,475 | 423,844 | ||||||
Accrued expenses | 888,748 | 225,428 | ||||||
Due to related-parties | 22,467 | 55,379 | ||||||
Lines of credit | 20,932,885 | 2,612,922 | ||||||
Notes payable | 307,519 | 110,097 | ||||||
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Total Liabilities | 31,162,696 | 12,030,156 | ||||||
Commitments and contingencies (Note 6) | ||||||||
Partners’ and members’ equity | 34,946,311 | 29,320,023 | ||||||
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Total Liabilities and Equity | $ | 66,109,007 | $ | 41,350,179 | ||||
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See accompanying notes to the combined financial statements
2
Lone Star Tank Rental, LP and KHM Rentals, LLC
Combined Statements of Operations
For the Years Ended December 31, 2013 and 2012
| 2013 | 2012 | |||||||
Revenues | $ | 44,357,221 | $ | 27,002,587 | ||||
Costs and operating expenses | ||||||||
Direct costs of rental operations | 17,744,715 | 8,247,975 | ||||||
Selling and general expenses | 6,223,141 | 2,524,450 | ||||||
Depreciation | 5,356,298 | 2,028,206 | ||||||
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| 29,324,154 | 12,800,631 | |||||||
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Operating income | 15,033,067 | 14,201,956 | ||||||
Interest expense | 109,288 | 56,641 | ||||||
Loss (gain) on disposal/sale of assets | 275,825 | (154,711 | ) | |||||
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Income before income taxes | 14,647,954 | 14,300,026 | ||||||
Income taxes | 114,006 | 109,844 | ||||||
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Net income | $ | 14,533,948 | $ | 14,190,182 | ||||
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See accompanying notes to the combined financial statements
3
Lone Star Tank Rental, LP and KHM Rentals, LLC
Combined Statements of Partners’ and Members’ Equity
For the Years Ended December 31, 2013 and 2012
| Partners’ Equity | Members’ Equity | Total | ||||||||||
Balance at December 31, 2011 | $ | 15,738,787 | $ | 3,736,211 | $ | 19,474,998 | ||||||
Contributions | — | 5,169,872 | 5,169,872 | |||||||||
Distributions | (8,950,613 | ) | (564,416 | ) | (9,515,029 | ) | ||||||
Net income | 8,777,985 | 5,412,197 | 14,190,182 | |||||||||
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Balance at December 31, 2012 | 15,566,159 | 13,753,864 | 29,320,023 | |||||||||
Contributions | — | 7,541,145 | 7,541,145 | |||||||||
Distributions | (4,834,317 | ) | (11,614,488 | ) | (16,448,805 | ) | ||||||
Net income | 8,106,573 | 6,427,375 | 14,533,948 | |||||||||
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Balance at December 31, 2013 | $ | 18,838,415 | $ | 16,107,896 | $ | 34,946,311 | ||||||
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See accompanying notes to the combined financial statements
4
Lone Star Tank Rental, LP and KHM Rentals, LLC
Notes to Combined Financial Statements
December 31, 2013 and 2012
| 2013 | 2012 | |||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 14,533,948 | $ | 14,190,182 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation | 5,356,298 | 2,028,206 | ||||||
Loss (gain) on disposal/sale of assets | 275,825 | (154,711 | ) | |||||
Change in assets and liabilities: | ||||||||
Decrease (increase) in assets: | ||||||||
Accounts receivable | (6,619,438 | ) | (1,681,923 | ) | ||||
Due from related-parties | 122,120 | (121,621 | ) | |||||
Other receivables | (71,080 | ) | (983 | ) | ||||
Prepaid expenses | (280,217 | ) | (871 | ) | ||||
(Decrease) increase in liabilities: | ||||||||
Accounts payable | (490,884 | ) | 8,252,396 | |||||
Sales tax payable | 475,631 | 170,967 | ||||||
Accrued expenses | 663,320 | 167,967 | ||||||
Due to related-parties | 16,426 | 5,477 | ||||||
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Net cash provided by operating activities | 13,981,949 | 22,855,086 | ||||||
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Cash flows from investing activities: | ||||||||
Proceeds from sale of assets | 146,255 | 196,282 | ||||||
Acquisition of property and equipment | (23,905,444 | ) | (19,438,695 | ) | ||||
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Net cash used in investing activities | (23,759,189 | ) | (19,242,413 | ) | ||||
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Cash flows from financing activities: | ||||||||
Net advances (to) from members | (289,672 | ) | 125,644 | |||||
Proceeds from lines of credit, net of principal payments | 18,319,963 | 1,819,213 | ||||||
Proceeds from notes payable | 334,325 | 56,165 | ||||||
Principal payments on notes payable | (136,903 | ) | (67,422 | ) | ||||
Contributions received | 7,541,145 | 5,169,872 | ||||||
Distributions | (16,448,805 | ) | (9,515,029 | ) | ||||
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Net cash provided by (used in) financing activities | 9,320,053 | (2,411,557 | ) | |||||
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Net (decrease) increase in cash | (457,187 | ) | 1,201,116 | |||||
Cash and cash equivalents: | ||||||||
Beginning | 1,882,632 | 681,516 | ||||||
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Ending | $ | 1,425,445 | $ | 1,882,632 | ||||
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Supplemental disclosure of cash flow information: | ||||||||
Cash paid during the year for interest | $ | 109,288 | $ | 56,641 | ||||
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Cash paid during the year for taxes | $ | 114,006 | $ | 109,844 | ||||
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Lone Star Tank Rental, LP and KHM Rentals, LLC
Notes to Combined Financial Statements
December 31, 2013 and 2012
Note 1 – Organization and Summary of Significant Accounting Policies
Organization – Lone Star Tank Rental, LP (“Lone Star”) is a Texas Limited Partnership formed in 2000. KHM Rentals, LLC (“KHM”) is a Texas Limited Liability Company formed in 2011. Lone Star Tank Rental, LP and KHM Rentals, LLC (collectively, the “Companies” or “Company”) provide portable liquid storage tank container (“tank”) rental and related services to driller and oil field service operators. Lone Star operates within the Permian Basin (West Texas) and KHM operates within the Eagle Ford (South Texas) regions of Texas.
Basis of Presentation – The Companies have common partners and members; however, no parent/subsidiary relationship exists between the Companies. All intercompany transactions have been eliminated in the accompanying combined financial statements.
Use of Estimates - The preparation of combined financial statements in accordance with generally accepted accounting principles in the United States of America (“GAAP”) 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 combined financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Accounts Receivable and Allowance for Doubtful Accounts - The Company extends credit to its customers. Trade receivables are recorded at net realizable value based on management’s estimate of uncollectible accounts recorded in the allowance for doubtful accounts. The Company does not typically accrue interest on their trade receivables.
The allowance for doubtful accounts is maintained at a level that, in management’s judgment, is adequate to absorb probable losses. The amount is based upon an analysis of overall receivables by management. Management’s evaluation of the allowance for doubtful accounts includes, but is not limited to, the historical experience of payment pattern from customers, financial condition of customers, other known facts and circumstances, and general economic conditions. This process is based on estimates and ultimate losses may vary from current estimates. As changes in estimates occur, adjustments to the level of the allowance are recorded in the provision for doubtful accounts in the period in which they become known. No write-offs or recoveries have been recorded in the allowance account during the periods presented.
Property and Equipment - Tanks are recorded at the lower of cost or market. Costs incurred on tank units subsequent to initial acquisition are capitalized when it is probable that future economic benefits in excess of the originally assessed performance will result. Tanks are depreciated on a straight-line basis over the estimated useful life of 15 to 20 years.
Other property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to expense as incurred, while major renewals and betterments are capitalized. Upon disposal of depreciable property, the appropriate property accounts are reduced by the related costs and accumulated depreciation. The resulting gains and losses are reflected in the combined statement of operations. Depreciation is provided for in amounts sufficient to relate the costs of depreciable assets to operations over their estimated service lives, generally one to five years, using the straight-line method.
In the opinion of management, carrying values are at or below net realizable values. The Company continues to evaluate these depreciation policies as more information becomes available from other comparable sources and its own historical experience.
Revenue Recognition - The Company’s primary source of revenue is from tank rentals. Rental revenues include recurring rental, delivery and installation, dismantling and return services, and other associated rental charges. Revenue is also generated from the sale of tank and other products; as well as professional services associated with delivery, installation, and maintenance.
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Lone Star Tank Rental, LP and KHM Rentals, LLC
Notes to Combined Financial Statements
December 31, 2013 and 2012
Note 1 – Organization and Summary of Significant Accounting Policies, Continued
Revenue Recognition, continued -The Company recognizes revenue when the following criteria are met: (a) persuasive evidence that an arrangement exists; (b) delivery of the products and/or services has occurred; (c) the price is both fixed and determinable and (d) collectability is reasonably assured. For arrangements with multiple deliverables where delivery, installation and/or dismantlement services are performed in addition to renting or selling related lease accessories, the Company recognizes revenue for each deliverable when the revenue recognition criteria are met. Each element of the arrangement has a price agreed upon by the Company and the customer.
The Company includes shipping and handling charges as revenue when earned and associated expenses in cost of rental operations when incurred.
Income Taxes – Lone Star, a limited partnership, and KHM, a limited liability company, are pass-through entities for income tax purposes and, as such, are not subject to federal income taxes. All items of taxable income, deductions and tax credits are passed through to and are reported by their owners on their respective income tax returns. Their federal tax status as pass-through entities is based on their legal status as a limited partnership and limited liability company, respectively. Each company is required to file tax returns with the Internal Revenue Service and other taxing authorities. Accordingly, these combined financial statements do not reflect a provision for federal income taxes for either Lone Star or KHM and management believes these are no other tax positions which must be considered for disclosure related to these entities.
The income taxes paid as shown on the combined statements of operations reflects the Texas franchise tax for the respective year calculated at one percent of earned surplus.
The limited partnership and limited liability company’s returns for tax years 2011 and beyond remain subject to examination by the Internal Revenue Service. The limited partnership and limited liability company’s state franchise tax returns for the tax years 2010 and beyond remain subject to examination by the Texas Comptroller.
Fair Value of Financial Instruments -Topic 825 in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”),Financial Instruments, requires certain disclosures regarding the fair value of financial instruments. Cash, trade and other receivables, trade payables and accrued liabilities approximate fair value due to their short maturities. The fair value of the debt approximates its carrying value based on its effective interest rate compared to current market rates.
Cash –The cash balance at December 31, 2013 and 2012 represents cash only and contains no cash equivalents.
Recent Authoritative Guidance -From time to time, the FASB or other standards setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification are communicated through issuance of an Accounting Standards Update (“ASU”). Unless otherwise discussed, we believe that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on the combined financial statements upon adoption.
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Lone Star Tank Rental, LP and KHM Rentals, LLC
Notes to Combined Financial Statements
December 31, 2013 and 2012
Note 1 – Organization and Summary of Significant Accounting Policies, Continued
Recent Authoritative Guidance, continued –
Proposed Amendments to Current Accounting Standards - The FASB is currently working on amendments to existing accounting standards governing a number of areas including, but not limited to, revenue recognition and lease accounting.
In June 2010, the FASB issued an exposure draft, Revenue from Contracts with Customers, which would supersede most of the existing guidance on revenue recognition in ASC Topic 605,Revenue Recognition. In November 2011, the FASB re-exposed this draft and the FASB expects a final standard to be issued in the year ending December 31, 2014. As the standard-setting process is still ongoing, the Company is unable to determine the impact this proposed change in accounting will have in its combined financial statements at this time.
In August 2010, the FASB issued an exposure draft,Leases, which would result in significant changes to the accounting requirements for both lessees and lessors in ASC Topic 840,Leases. In May 2013, the FASB re-exposed this draft and the comment period ended in September 2013. As the standard-setting process is still ongoing, the Company is unable to determine the impact this proposed change in accounting will have in its combined financial statements at this time.
Note 2 – Related-Party Transactions
GP II Energy, Inc. - GP II Energy, Inc. (“GP II”) is a corporation in which the sole shareholder is also one of the partners and members of Lone Star and KHM, respectively. GP II provides accounting, payroll and other administrative services to the Companies. In addition, GP II contracts with Lone Star for tank rentals, on occasion, for its customers. During the years ended December 31, 2013 and 2012, the Company incurred expenses of approximately $226,000 and $131,000, respectively, for administrative services provided by GP II. During the years ended December 31, 2013 and 2012 the Company earned approximately $42,000 and $200,000, respectively, in tank rental income from GP II.
One Star Trucking - One Star Trucking, LP (“One Star”) is a Limited Partnership in which the partners are also partners and members of Lone Star and KHM, respectively. One Star provides vacuum truck and transportation related services for the Company. During the years ended December 31, 2013 and 2012, the Company incurred expenses of approximately $88,000 and $42,000, respectively, for these services provided by One Star.
Due from Related-Party –As of December 31, 2013, the owners owed the Company $240,334. As of December 31, 2013 and 2012, outstanding trade receivables from other related entities totaled $15,335 and $137,455, respectively. These amounts are non-interest bearing and are due on demand.
Due to Related-Party - As of December 31, 2013 and 2012, the Company owed a related entity $22,467 and $6,041, respectively. As of December 31, 2012, the Company owed one of the owners $49,338. These amounts are non-interest bearing and are due on demand.
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Lone Star Tank Rental, LP and KHM Rentals, LLC
Notes to Combined Financial Statements
December 31, 2013 and 2012
Note 3 – Property and Equipment, Net
Property and equipment, net, consist of the following at December 31:
| 2013 | 2012 | |||||||
Tanks | $ | 46,660,044 | $ | 31,797,378 | ||||
Trucks and trailers | 8,297,352 | 5,081,833 | ||||||
Buildings and yard improvements | 1,411,881 | 313,722 | ||||||
Furniture, fixtures and equipment | 1,254,985 | 375,257 | ||||||
Containments | 3,383,779 | — | ||||||
Land | 270,643 | 270,643 | ||||||
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| 61,278,684 | 37,838,833 | |||||||
Less: accumulated depreciation | (11,429,702 | ) | (6,116,917 | ) | ||||
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| $ | 49,848,982 | $ | 31,721,916 | |||||
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The Company rents tanks and containments to its customers under operating leases. Tanks and containments under operating leases were $50,043,823 and $31,797,378 at December 31, 2013 and 2012. Accumulated depreciation on tanks under operating leases was $6,740,438 and $4,497,546 at December 31, 2013 and 2012, respectively. Accumulated depreciation on containments under operating leases was $1,667,448 at December 31, 2013.
Note 4 – Lines of Credit
At December 31, 2012, Lone Star maintained two lines of credit with a bank, both collateralized by all equipment, inventories, and receivables, with borrowing capabilities of $1,500,000 and $2,000,000, and required monthly interest-only payments at 4.25% of outstanding balances. The first line of credit with borrowing capabilities of $1,500,000 was renewed during 2013 and the credit limit was increased to $10,000,000 to cover expenses related to purchases of equipment. The lines of credit mature in May 2017 and November 2016, respectively. Both lines of credit are secured by personal guarantees of all owners of Lone Star. The outstanding balances on these lines of credit were $7,836,171 and $2,612,922 at December 31, 2013 and 2012, respectively.
In December 2013, KHM obtained a line of credit with a bank, collateralized by all equipment, inventories, and receivables, totaling $17,500,000, with regular monthly payments of $300,000 for six months, $455,000 for the next five months, and an estimated last payment of $14,159,707, including interest accruing at 4.9%. The line of credit matures in January 2015, and is secured by personal guarantees of all owners of KHM and the corporate guaranty of a related-party entity. The outstanding balance on the line of credit was $13,096,714 at December 31, 2013.
See also Note 8 regarding subsequent events.
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Lone Star Tank Rental, LP and KHM Rentals, LLC
Notes to Combined Financial Statements
December 31, 2013 and 2012
Note 5 – Notes Payable
The Company had multiple notes payable outstanding with the same creditor during the years ended December 31, 2013 and 2012. The notes payable are secured by vehicles with monthly payments ranging from $589 to $990 and bearing interest from 4.24% to 6.29%. As of December 31, 2013 and 2012, the combined outstanding notes payable balance to this creditor totaled $307,519 and $110,097, respectively.
Maturities of notes payable as of December 31, 2013 are as follows:
| Amount | ||||
2014 | $ | 114,910 | ||
2015 | 119,808 | |||
2016 | 65,161 | |||
2017 | 7,640 | |||
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| $ | 307,519 | |||
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See also Note 8 regarding subsequent events.
Note 6 – Commitments and Contingencies
Operating Lease - The Company entered into a lease agreement in September 2013 to lease a tract of land for the purposes of equipment and vehicle storage. The lease specifies monthly payments of $2,500 and matures in September 2018. For the year ended December 31, 2013, rent expense related to this leasing arrangement totaled $10,000.
As of December 31, 2013, future minimum lease payments under the terms of the lease are as follows:
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2014 | $ | 30,000 | ||
2015 | 30,000 | |||
2016 | 30,000 | |||
2017 | 30,000 | |||
2018 | 20,000 | |||
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| $ | 140,000 | |||
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Legal Proceedings - The Company is in settlement negotiations in a case relating to the calculation and payment of hourly wages and has made an estimate of the potential liability which is included in accrued expenses at December 31, 2013.
From time to time, the Company may be subject to a variety of legal proceeding and claims in the ordinary course of business.
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Lone Star Tank Rental, LP and KHM Rentals, LLC
Notes to Combined Financial Statements
December 31, 2013 and 2012
Note 7 – Concentration of Credit Risk
The Company maintains its cash balances in two accounts at separate banks. At times, deposits held with the financial institutions may exceed the amount of insurance provided by the Federal Deposit Insurance Corporation (“FDIC”), which provides basic deposit coverage with limits up to $250,000 per account holder. Generally, these deposits may be redeemed upon demand and, therefore, are believed to bear minimal risk. At December 31, 2013 and 2012, the Company had approximately $925,000 and $1,383,000, respectively, in cash deposits in excess of FDIC limits.
As of December 31, 2013, three customers accounted for 54% of the Company’s combined outstanding accounts receivable. For the year ended December 31, 2013, three customers accounted for 53% of the Company’s total combined revenues.
As of December 31, 2012, six customers accounted for 83% of the Company’s combined outstanding accounts receivable. For the year ended December 31, 2012, six customers accounted for 90% of the Company’s total combined sales.
The Company’s business is primarily based on oil and natural gas drilling customers, whose viability is dependent on, among other things, stable oil and natural gas prices.
Note 8 – Subsequent Events
On February 28, 2014 the Company entered into an Asset Purchase Agreement and the Amended and Restated Asset Purchase Agreement on April 7, 2014 with Lone Star Tank Rental, Inc., an indirect wholly-owned subsidiary of General Finance Corporation (the “Buyer”), whereby the Company agreed to sell substantially all the assets and transfer certain liabilities (collectively, “Purchased Assets”) of the Company’s business, as specified in the Amended and Restated Asset Purchase Agreement, for a total purchase price of approximately $95,000,000, subject to certain working capital and other adjustments to be determined after the closing date. The sale of the Purchased Assets closed on April 7, 2014.
As a part of the closing of the Purchased Assets, the Company paid off the lines of credit and notes payable outstanding at December 31, 2013.
Management evaluated all activity of the Company through April 15, 2014, the date which the combined financial statements were available to be issued, and concluded that no other subsequent events have occurred that would require recognition in the combined financial statements or disclosure in the notes thereto.
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