EXHIBIT 99.2
TRANSMITTAL OF FINANCIAL REPORTS AND
CERTIFICATION OF COMPLIANCE WITH
UNITED STATES TRUSTEE OPERATING REQUIREMENTS FOR
THE PERIOD ENDED: AUGUST 31, 2009
IN RE: | : | CASE NO.: | 09-08255 (SWD) |
| : | Chapter 11 | |
HUDSON PIPELINE & PROCESSING CO., LLC, | : | Judge: | Honorable Scott W. Dales |
Debtor. | : | | |
As debtor in possession, I affirm:
1. That I have reviewed the financial statements attached hereto, consisting of:
| X | | Operating Statement | (Form 2) |
| X | | Balance Sheet | (Form 3) |
| X | | Summary of Operations | (Form 4) |
| X | | Monthly Cash Statement | (Form 5) |
| N/A | | Statement of Compensation | (Form 6) |
| X | | Schedule of In-Force Insurance | (Form 7) |
and that they have been prepared in accordance with normal and customary accounting practices, and fairly and accurately reflect the debtor’s financial activity for the period stated.
2. That the insurance, including workers’ compensation and unemployment insurance, as described in Section 4 of the Reporting Requirements for Chapter 11 Cases is in effect. (If not, attach a written explanation.)YES X NO _____
3. That all postpetition taxes as described in Sections 1 and 14 of the Operating Instructions and Reporting Requirements For Chapter 11 cases are current. (If not, attach a written explanation.)
YES _____ NO _____ N/A X
4. No professional fees (attorney, accountant, etc.) have been paid without specific court authorization. (If not, attached a written explanation.)
YES X NO _____
5. All United States Trustee Quarterly fees have been paid and are current.
YES _____ NO _____ N/A X
6. Have you filed your prepetition tax returns. (If not, attach a written explanation.)
YES X No _____
I hereby certify, under penalty of perjury, that the information provided above and in the attached documents is true and correct to the best of my information and belief.
Dated: September 17, 2009 | /s/ Sanford R. Edlein |
| Debtor in Possession |
| | | |
| Chief Restructuring Officer | | |
| Title | | Phone |
FORM 1
HUDSON PIPELINE & PROCESSING CO, LLC (“HPPC”)
EXPLANATORY NOTES TO THE MONTHLY OPERATING REPORT
DATED AS OF AUGUST 31, 2009
1. | This Monthly Operating Report (“MOR”) has been signed by the Company’s Chief Restructuring Officer, Sanford R. Edlein. The MOR was prepared by Aurora Oil & Gas Corporation’s (the “Company”) staff with management oversight on behalf of HPPC. Mr. Edlein does not have personal knowledge of every item identified in the MOR and has relied upon the work of Company management. In reviewing and signing the MOR, Mr. Edlein has relied upon the accuracy and integrity of the Company’s books and records, and it is possible that further review thereof may require amendment of the MOR. |
2. | This MOR is preliminary and unaudited and reflects results for the twelve days ended July 12, 2009 (pre-petition), nineteen days ended July 31, 2009 (post-petition), one month ended July 31, 2009, one and eight months ended August 31, 2009 and balances as of July 12, 2009 (filing date), July 31, 2009 and August 31, 2009. This MOR should be read together and concurrently with the Company’s first quarter 2009 Form 10-Q that was filed with the Securities and Exchange Commission (“SEC”) on May 8, 2009 and the Company’s Annual Report on Form 10-K for fiscal 2008 filed with the SEC on March 13, 2009 for a comprehensive description of our current financial condition and operating results. This MOR should also be read together and concurrently with Forms 8-K filed with the SEC during 2009. This MOR is being provided to the Bankruptcy Court and the U.S. Trustee. |
3. | This MOR is unaudited and will not be subject to audit or review by our external auditors on a stand-alone basis at any time in the future. Results for this period as presented in the MOR are not necessarily indicative of the actual results for the period if all such matters were allocated to all periods in the quarter or year. Accordingly, each period reported in the MOR should not be viewed on a stand-alone basis, but rather in the context of previously reported financial results, including the Company’s SEC filings. |
4. | This MOR is presented in a format providing information required under local rules and incorporating measurements used for internal operating purposes, rather than in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. This MOR does not include certain financial statements and explanatory footnotes, including disclosures required under GAAP. |
5. | This MOR is presented on a stand alone basis for HPPC and does not include any eliminating entries. HPPC is a limited liability company that owns and operates various pipelines and processing facilities located in Hudson Township area of the Michigan Antrim play. The Company holds a 96.1% interest in HPPC. |
CASE NAME: Hudson Pipeline & Processing Co., LLC |
CASE NUMBER: 09-08254 (SWD) |
| | OPERATING STATEMENTS |
| | PERIOD | | | PERIOD | | | | | | | | | | | | | | | | | | | | | | |
| | 07/01/09 - | | | 07/13/09 - | | | MONTH | | | MONTH | | | YTD | | | MONTH | | | MONTH | | | MONTH | | | MONTH | |
| | 07/12/09 | | | 07/31/09 | | | Jul-09 | | | Aug-09 | | | Aug-09 | | | Sep-09 | | | Oct-09 | | | Nov-09 | | | Dec-09 | |
REVENUES: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Transportation | | $ | 36,859 | | | $ | 57,278 | | | $ | 94,137 | | | $ | 91,636 | | | $ | 723,766 | | | | | | | | | | | | | |
Compression | | | 59,844 | | | | 103,787 | | | | 163,631 | | | | 184,232 | | | | 1,291,683 | | | | | | | | | | | | | |
Processing | | | 19,282 | | | | 29,935 | | | | 49,217 | | | | 48,268 | | | | 382,034 | | | | | | | | | | | | | |
Other income | | | 3,361 | | | | 5,657 | | | | 9,018 | | | | 8,729 | | | | 146,056 | | | | | | | | | | | | | |
3rd party transportation | | | 1,558 | | | | 2,388 | | | | 3,946 | | | | 3,902 | | | | 335,942 | | | | | | | | | | | | | |
Less: 3rd party transportation | | | (1,558 | ) | | | (2,388 | ) | | | (3,946 | ) | | | (3,902 | ) | | | (335,942 | ) | | | | | | | | | | | | |
Total revenues | | | 119,346 | | | | 196,657 | | | | 316,003 | | | | 332,865 | | | | 2,543,539 | | | | - | | | | - | | | | - | | | | - | |
EXPENSES: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pipeline and field operating expense | | | 525 | | | | 1,174 | | | | 1,699 | | | | 700 | | | | 46,120 | | | | | | | | | | | | | | | | | |
Processing operating expense | | | 77,232 | | | | 76,832 | | | | 154,064 | | | | 165,693 | | | | 1,388,045 | | | | | | | | | | | | | | | | | |
General and administrative expense | | | 2,611 | | | | 4,387 | | | | 6,998 | | | | 6,933 | | | | 59,375 | | | | | | | | | | | | | | | | | |
Depreciation | | | 27,548 | | | | 43,618 | | | | 71,166 | | | | 71,166 | | | | 581,858 | | | | | | | | | | | | | | | | | |
Taxes (refunds), other | | | 1,348 | | | | 2,000 | | | | 3,348 | | | | 5,777 | | | | 30,199 | | | | | | | | | | | | | | | | | |
Total expenses | | | 109,264 | | | | 128,011 | | | | 237,275 | | | | 250,269 | | | | 2,105,597 | | | | - | | | | - | | | | - | | | | - | |
NET INCOME | | $ | 10,082 | | | $ | 68,646 | | | $ | 78,728 | | | $ | 82,596 | | | $ | 437,942 | | | | - | | | | - | | | | - | | | | - | |
CASE NAME: Hudson Pipeline & Processing Co., LLC | | | | | | | | | | | | |
CASE NUMBER: 09-08254 (SWD) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
BALANCE SHEETS | | | | | | | | | | | | | | | | | | | | | |
| | Filing Date | | | AS OF | | | AS OF | | | AS OF | | | AS OF | | | AS OF | | | AS OF | |
| | 07/12/09 | | | 07/31/09 | | | 08/31/09 | | | 09/30/09 | | | 10/31/09 | | | 11/30/09 | | | 12/31/09 | |
ASSETS | | | | | | | | | | | | | | | | | | | | | |
CURRENT ASSETS: | | | | | | | | | | | | | | | | | | | | | |
Cash | | $ | 1,861,927 | | | $ | 1,989,537 | | | $ | 2,097,689 | | | | | | | | | | | | | |
Accounts receivable: | | | | | | | | | | | | | | | | | | | | | | | | |
Trade | | | 475,818 | | | | 311,050 | | | | 328,037 | | | | | | | | | | | | | |
Members | | | 106,754 | | | | 106,754 | | | | 106,754 | | | | | | | | | | | | | |
Prepaid expenses | | | 100,894 | | | | 73,344 | | | | 156,874 | | | | | | | | | | | | | |
Total current assets | | | 2,545,393 | | | | 2,480,685 | | | | 2,689,354 | | | | - | | | | - | | | | - | | | | - | |
PIPELINES, PLANT AND EQUIPMENT | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pipelines | | | 7,391,842 | | | | 7,391,842 | | | | 7,391,842 | | | | | | | | | | | | | | | | | |
Plant | | | 948,457 | | | | 948,457 | | | | 948,457 | | | | | | | | | | | | | | | | | |
Equipment | | | 2,560,696 | | | | 2,560,696 | | | | 2,560,696 | | | | | | | | | | | | | | | | | |
Less: accumulated depreciation | | | (1,876,861 | ) | | | (1,920,479 | ) | | | (1,991,644 | ) | | | | | | | | | | | | | | | | |
Total pipelines, plant and equipment, net | | | 9,024,134 | | | | 8,980,516 | | | | 8,909,351 | | | | - | | | | - | | | | - | | | | - | |
TOTAL ASSETS | | $ | 11,569,527 | | | $ | 11,461,201 | | | $ | 11,598,705 | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
LIABILITIES AND MEMBERS' EQUITY | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CURRENT LIABILITIES: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade | | $ | 250,950 | (1) | | $ | 198,408 | | | $ | 124,740 | | | | | | | | | | | | | | | | | |
Affiliates | | | 207,760 | (1) | | | 59,402 | | | | 90,595 | | | | | | | | | | | | | | | | | |
Accrued liabilities | | | 41,648 | | | | 70,898 | | | | 176,964 | | | | | | | | | | | | | | | | | |
Other current liabilities | | | 104,197 | | | | 104,197 | | | | 104,197 | | | | | | | | | | | | | | | | | |
Total current liabilities | | | 604,555 | | | | 432,905 | | | | 496,496 | | | | - | | | | - | | | | - | | | | - | |
LONG-TERM LIABILITIES: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deferred gain on sale of natural gas compressor equipment | | | 257,132 | | | | 251,810 | | | | 243,127 | | | | | | | | | | | | | | | | | |
MEMBERS' EQUITY | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Members’ equity | | | 10,707,840 | (1) | | | 10,776,486 | | | | 10,859,082 | | | | | | | | | | | | | | | | | |
TOTAL LIABILITIES AND (DEFICIT) EQUITY | | $ | 11,569,527 | | | $ | 11,461,201 | | | $ | 11,598,705 | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) - Trade accounts payable and members' equity were reduced by $45,327 and $273, respectively and affiliates accounts payable was increase by $45,600 from the informal report submitted to the U.S. Trustee as a result of adjustments to estimated accrued liabilities and to properly account for payables to affiliates. | |
| | | | | | | | | | | | | | | | | |
CASE NAME: Hudson Pipeline & Processing Co., LLC | | | | | | | | | | | | | | | | | | | | | |
CASE NUMBER: 09-08254 (SWD) | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | SUMMARY OF OPERATIONS |
| | | | | | | | | | | | | | | | | | | | | |
| | SCHEDULE OF POST-PETITION TAXES PAYABLE |
| | Filing Date | | | AS OF | | | AS OF | | | AS OF | | | AS OF | | | AS OF | | | AS OF | |
| | 07/12/09 | | | 07/31/09 | | | 08/31/09 | | | 09/30/09 | | | 10/31/09 | | | 11/30/09 | | | 12/31/09 | |
| | | | | | | | | | | | | | | | | | | | | |
INCOME TAXES WITHHELD: | | | | | | | | | | | | | | | | | | | | | |
Federal | | $ | - | | | $ | - | | | $ | - | | | | | | | | | | | | | |
State | | | - | | | | - | | | | - | | | | | | | | | | | | | |
Local | | | - | | | | - | | | | - | | | | | | | | | | | | | |
FICA WITHHELD | | | - | | | | - | | | | - | | | | | | | | | | | | | |
EMPLOYERS FICA | | | - | | | | - | | | | - | | | | | | | | | | | | | |
UNEMPLOYMENT TAX: | | | | | | | | | | | | | | | | | | | | | | | | |
Federal | | | - | | | | - | | | | - | | | | | | | | | | | | | |
State | | | - | | | | - | | | | - | | | | | | | | | | | | | |
SEVERANCE TAXES | | | - | | | | - | | | | - | | | | | | | | | | | | | |
PROPERTY TAXES | | | - | | | | - | | | | - | | | | | | | | | | | | | |
STATE INCOME TAXES | | | - | | | | - | | | | - | | | | | | | | | | | | | |
WORKERS' COMPENSATION | | | - | | | | - | | | | - | | | | | | | | | | | | | |
TOTAL POST-PETITION TAXES PAYABLE | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Note: HPPC does not have employees and therefore no payroll related liabilities exists. No other tax related payables exist at August 31, 2009. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | AGING OF ACCOUNTS RECEIVABLE |
| | AGED AS OF | | | AS OF | | | AS OF | | | AS OF | | | AS OF | | | AS OF | | | AS OF | |
DAYS | | 07/12/09 | | | 07/31/09 | | | 08/31/09 | | | 09/30/09 | | | 10/31/09 | | | 11/30/09 | | | 12/31/09 | |
0-29 Days | | $ | - | | | $ | - | | | $ | - | | | | | | | | | | | | | | | | | |
30-59 Days | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | |
60-89 Days | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | |
90+ Days | | | 106,754 | (1) | | | 106,754 | (1) | | | 106,754 | (1) | | | | | | | | | | | | | | | | |
TOTAL | | $ | 106,754 | | | $ | 106,754 | | | $ | 106,754 | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | AGING OF ACCOUNTS PAYABLE |
| | AGED AS OF | | | AS OF | | | AS OF | | | AS OF | | | AS OF | | | AS OF | | | AS OF | |
DAYS | | 07/12/09 | | | 07/31/09 | | | 08/31/09 | | | 09/30/09 | | | 10/31/09 | | | 11/30/09 | | | 12/31/09 | |
0-29 Days | | $ | 200,928 | | | $ | 164,827 | | | $ | 80,182 | | | | | | | | | | | | | | | | | |
30-59 Days | | | 45,669 | | | | 33,581 | | | | 44,558 | | | | | | | | | | | | | | | | | |
60-89 Days | | | 4,353 | | | | - | | | | - | | | | | | | | | | | | | | | | | |
90+ Days | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | |
TOTAL | | $ | 250,950 | | | $ | 198,408 | | | $ | 124,740 | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Note: This form does not include intercompany accounts payable. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) - Amount is due from a member of HPPC, which can be offset against future distributions or reduction of member interest. |
BANK RECONCILIATION AND CASH ACTIVITY REPORT |
Month Ended August 31, 2009 |
| | | | | | | | |
Case Name: Hudson Pipeline & Processing Co., LLC | | | | | | |
Case Number: 09-08255 (SWD) | | | | | | | | |
| | | | | | | | | | | | | | |
| | Bank: | | Northwestern Bank | | | JPMorgan Chase Operating Account | | | Charles Schwab & Co. | | | | |
| | Purpose (Type): | | Operating Account | | | (DIP) | | | Investment Account | | | TOTAL | |
| | | | | | | | | | | | | | |
| | Bank Balance (8/31/09) | | $ | - | | | $ | 2,129,175 | | | $ | 10,575 | | | $ | 2,139,750 | |
| | | | | | | | | | | | | | | | | | |
| | Add: Deposits in Transit | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | |
| | Subtract: Outstanding Checks | | | - | | | | (42,062 | ) | | | - | | | | (42,062 | ) |
| | | | | | | | | | | | | | | | | | |
| | Adjusted Bank Balance (8/31/09) | | $ | - | | | $ | 2,087,113 | | | $ | 10,575 | | | $ | 2,097,689 | |
| | | | | | | | | | | | | | | | | | |
Cash Activity Report | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| A | | Beginning Book Balance (7/31/09) | | $ | - | | | $ | 415,707 | | | $ | 1,573,830 | | | $ | 1,989,537 | |
| | | | | | | | | | | | | | | | | | | |
| B | | Receipts | | | - | | | | 311,049 | | | | 95 | | | | 311,145 | |
| | | | | | | | | | | | | | | | | | | |
| C | | Transfers In (from other accounts) | | | - | | | | 1,563,300 | | | | - | | | | 1,563,300 | |
| | | | | | | | | | | | | | | | | | | |
| D | | Balance Available | | | - | | | | 2,290,056 | | | | 1,573,925 | | | | 3,863,982 | |
| | | | | | | | | | | | | | | | | | | |
| E | | Disbursements | | | - | | | | (202,943 | ) | | | (50 | ) | | | (202,993 | ) |
| | | | | | | | | | | | | | | | | | | |
| F | | Transfers Out | | | - | | | | - | | | | (1,563,300 | ) | | | (1,563,300 | ) |
| | | | | | | | | | | | | | | | | | | |
| G | | Ending Book Balance (8/31/09) | | $ | - | | | $ | 2,087,113 | | | $ | 10,575 | | | $ | 2,097,689 | |
* A sweep account at Northwestern Bank is associated with this operating account. Effective July 20, 2009, the sweep account was closed. The presentation of this account in the reconciliation and cash activity is consolidated for these associated accounts. Also, effective July 31, 2009, this operating account was closed. No further activity will appear in this account after July 31, 2009. | |
| | | | | | | | | | | | | | | | | | | |
** A predecessor account at JPMorgan Chase was established prior to the petition date of 7/12/09, in anticipation of the filing. A minimal amount of activity occurred prior to the filing date, after which the account was closed/merged into the new JPMorgan Chase DIP account. The presentation of this account in the reconciliation and cash activity is consolidated for these accounts. | |
Other Monies on Hand | | | | |
| | | | |
Hudson does not keep any cash on hand. | | | | |
| | | | |
Cash Receipts and Disbursements Detail | | TOTAL | |
| | | | |
Receipts | | | | |
Operated Revenues | | $ | 311,049 | |
Other Receipts | | | 95 | |
Total Receipts | | $ | 311,145 | |
| | | | |
Disbursements | | | | |
Operating Expenses | | $ | 202,943 | |
Other Disbursements | | | 50 | |
Total Disbursements | | $ | 202,993 | |
SCHEDULE OF IN-FORCE INSURANCE |
For Month Ended August 31, 2009 |
Case Name: Hudson Pipeline & Processing Co., LLC | | |
Case Number: 09-08255 (SWD) | | | | |
| | | | |
Insurance Type | | Carrier/Agent | | Expiration Date |
Building & Personal Property | | Federal Insurance Company (Chubb) | | 1/1/2010 |
Oilfield Lease Property | | Federal Insurance Company (Chubb) | | 1/1/2010 |
General Liability | | Federal Insurance Company (Chubb) | | 1/1/2010 |
Pollution Liability | | Federal Insurance Company (Chubb) | | 1/1/2010 |
Umbrella - Primary | | Federal Insurance Company (Chubb) | | 1/1/2010 |
Umbrella - Second Layer | | Arch Insurance Group | | 1/1/2010 |
Umbrella - Third Layer | | Federal Insurance Company (Chubb) | | 1/1/2010 |