Filed by Bowne Pure Compliance





Ex.10.84




DYNAMIC FUELS, LLC

(A Development Stage Company)




FINANCIAL STATEMENTS




YEAR ENDED SEPTEMBER 30, 2008 and for the

PERIOD JUNE 22, 2007 (DATE OF INCEPTION)

THROUGH SEPTEMBER 30, 2008




WITH




INDEPENDENT AUDITORS’ REPORT



 


 









 





CONTENTS




	 	 	 	 	 
	Independent Auditors’ Report
	 	 	1	 
	 
	 	 	 	 
	Balance Sheet
	 	 	2	 
	 
	 	 	 	 
	Statements of Operations
	 	 	3	 
	 
	 	 	 	 
	Statements of Members’ Equity
	 	 	4	 
	 
	 	 	 	 
	Statements of Cash Flows
	 	 	5	 
	 
	 	 	 	 
	Notes to Financial Statements
	 	 	6	 





 


 









 





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the Members of

Dynamic Fuels, LLC



We have audited the accompanying balance sheet of Dynamic Fuels, LLC (a development stage company)
as of September 30, 2008, and the related statements of operations, members’ equity and cash flows
for the year then ended and for the period from June 22, 2007 (date of inception) through September
30, 2008. 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 audit.



We conducted our audit in accordance with standards of the Public Company Accounting Oversight
Board (United States). 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 audit provides 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 Dynamic Fuels, LLC, as of September 30, 2008, and the results
of its operations and its cash flows for the year then ended, and for the period from June 22, 2007
(date of inception) through September 30, 2008, in conformity with accounting principles generally
accepted in the United States of America.



/s/ TULLIUS TAYLOR SARTAIN & SARTAIN LLP




Tulsa, Oklahoma

November 20, 2008


 


 









 





DYNAMIC FUELS, LLC

(A Development Stage Company)




BALANCE SHEET




September 30, 2008




	 	 	 	 	 
	Assets
	 	 	 	 
	Current assets:
	 	 	 	 
	Cash
	 	$	25,489,560	 
	Accounts receivable
	 	 	16,523	 
	Other current assets
	 	 	3,300,000	 
	Prepaid expenses
	 	 	368,115	 
	 
	 	 	 
	 
	 	 	 	 
	Total current assets
	 	 	29,174,198	 
	 
	 	 	 	 
	Property, plant and equipment, net
	 	 	6,954,612	 
	Other
	 	 	274,240	 
	 
	 	 	 
	 
	 	 	 	 
	Total assets
	 	$	36,403,050	 
	 
	 	 	 
	 
	 	 	 	 
	Liabilities and Members’ Equity
	 	 	 	 
	Current liabilities:
	 	 	 	 
	Accounts payable
	 	$	1,130,446	 
	Due to related parties
	 	 	300,892	 
	 
	 	 	 
	 
	 	 	 	 
	Total current liabilities
	 	 	1,431,338	 
	 
	 	 	 	 
	Members’ equity:
	 	 	 	 
	Syntroleum Corporation capital contributions
	 	 	18,250,000	 
	Tyson Foods, Inc. capital contributions
	 	 	18,250,000	 
	Deficit accumulated during the development stage
	 	 	(1,528,288	)
	 
	 	 	 
	 
	 	 	 	 
	Total members’ equity
	 	 	34,971,712	 
	 
	 	 	 
	 
	 	 	 	 
	Total liabilities and members’ equity
	 	$	36,403,050	 
	 
	 	 	 






See notes to financial statements.




 


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DYNAMIC FUELS, LLC

(A Development Stage Company)




STATEMENTS OF OPERATIONS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Period from	 
	 	 	 	 	 	 	June 22, 2007,	 
	 	 	 	 	 	 	Date of	 
	 	 	Year ended	 	 	Inception, to	 
	 	 	September 30,	 	 	September 30,	 
	 	 	2008	 	 	2008	 
	 
	 	 	 	 	 	 	 	 
	Expenses:
	 	 	 	 	 	 	 	 
	General and administrative
	 	$	1,470,059	 	 	$	1,782,162	 
	Depreciation
	 	 	431	 	 	 	431	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Total expenses
	 	 	1,470,490	 	 	 	1,782,593	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Loss from operations
	 	 	(1,470,490	)	 	 	(1,782,593	)
	 
	 	 	 	 	 	 	 	 
	Interest income
	 	 	176,936	 	 	 	254,305	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Net loss
	 	$	(1,293,554	)	 	$	(1,528,288	)
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Allocation of net loss to members:
	 	 	 	 	 	 	 	 
	Syntroleum Corporation
	 	$	(646,777	)	 	$	(764,144	)
	Tyson Foods, Inc.
	 	 	(646,777	)	 	 	(764,144	)
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	$	(1,293,554	)	 	$	(1,528,288	)
	 
	 	 	 	 	 	 






See notes to financial statements.




 


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DYNAMIC FUELS, LLC

(A Development Stage Company)




STATEMENTS OF MEMBERS’ EQUITY




Period June 22, 2007, (Date of Inception) to September 30, 2008




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Deficit	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Accumulated	 	 	 	 
	 	 	Capital Contributions	 	 	During the	 	 	 	 
	 	 	Syntroleum	 	 	Tyson	 	 	Development	 	 	 	 
	 	 	Corporation	 	 	Foods, Inc.	 	 	Stage	 	 	Total	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance, June 22, 2007 (date of inception)
	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cash contributions
	 	 	4,250,000	 	 	 	4,250,000	 	 	 	—	 	 	 	8,500,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net loss
	 	 	—	 	 	 	—	 	 	 	(234,734	)	 	 	(234,734	)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance, September 30, 2007
	 	 	4,250,000	 	 	 	4,250,000	 	 	 	(234,734	)	 	 	8,265,266	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cash contributions
	 	 	14,000,000	 	 	 	14,000,000	 	 	 	—	 	 	 	28,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net loss
	 	 	—	 	 	 	—	 	 	 	(1,293,554	)	 	 	(1,293,554	)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance, September 30, 2008
	 	$	18,250,000	 	 	$	18,250,000	 	 	$	(1,528,288	)	 	$	34,971,712	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 






See notes to financial statements.




 


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DYNAMIC FUELS, LLC

(A Development Stage Company)




STATEMENTS OF CASH FLOWS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Period from	 
	 	 	 	 	 	 	June 22, 2007,	 
	 	 	 	 	 	 	Date of	 
	 	 	Year ended	 	 	Inception, to	 
	 	 	September 30,	 	 	September 30,	 
	 	 	2008	 	 	2008	 
	 
	 	 	 	 	 	 	 	 
	Cash Flows from Operating Activities
	 	 	 	 	 	 	 	 
	Net loss
	 	$	(1,293,554	)	 	$	(1,528,288	)
	Adjustments to reconcile net loss to net cash used in operating activities:
	 	 	 	 	 	 	 	 
	Depreciation
	 	 	431	 	 	 	431	 
	Changes in:
	 	 	 	 	 	 	 	 
	Accounts receivable
	 	 	(16,523	)	 	 	(16,523	)
	Other current assets
	 	 	(3,300,000	)	 	 	(3,300,000	)
	Prepaid expenses
	 	 	(642,355	)	 	 	(642,355	)
	Accounts payable
	 	 	17,709	 	 	 	1,130,446	 
	Due to related parties
	 	 	(90,338	)	 	 	300,892	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Net cash used in operating activities
	 	 	(5,324,630	)	 	 	(4,055,397	)
	 
	 	 	 	 
	Cash Flows from Investing Activities
	 	 	 	 	 	 	 	 
	Payments for the purchase of property, plant and equipment
	 	 	(5,447,302	)	 	 	(6,955,043	)
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Net cash used in investing activities
	 	 	(5,447,302	)	 	 	(6,955,043	)
	 
	 	 	 	 	 	 	 	 
	Cash Flows from Financing Activities
	 	 	 	 	 	 	 	 
	Proceeds from capital contributions
	 	 	28,000,000	 	 	 	36,500,000	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Net cash provided by financing activities
	 	 	28,000,000	 	 	 	36,500,000	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Net change in cash
	 	 	17,228,068	 	 	 	25,489,560	 
	 
	 	 	 	 	 	 	 	 
	Cash, beginning of year
	 	 	8,261,492	 	 	 	—	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Cash, end of year
	 	$	25,489,560	 	 	$	25,489,560	 
	 
	 	 	 	 	 	 






See notes to financial statements.




 


5









 







DYNAMIC FUELS, LLC

(A Development Stage Company)




NOTES TO FINANCIAL STATEMENTS




September 30, 2008




Note
1 — Summary of Significant Accounting Policies




Nature of operations




Dynamic Fuels, LLC, a Delaware limited liability company (the Company), was formed on June 22,
2007, as a joint venture between Syntroleum Corporation (Syntroleum), and Tyson Foods, Inc.,
(Tyson) (collectively, the Members). The Limited Liability Company Agreement between the Members
provides for management and control of the Company to be exercised jointly by representatives of
the Members equally, with no member exercising control. The Company is in the development stage
and was organized to engage in the development, production, marketing and sale of Bio-SynfinedTM
renewable fuels produced using Syntroleum’s Bio-SynfiningTM technology in the United States
including, the development, construction, financing, testing, ownership, operation and maintenance
of one or more Bio-SynfinedTM renewable fuels production plants. The Bio-SynfiningTM technology
converts triglycerides and/or fatty acids from fats and vegetable oils with heat, hydrogen and
proprietary catalysts to make renewable synthetic fuels, such as diesel, jet fuel (subject to
certification), kerosene, naphtha and LPG.



As a limited liability company, the Members are not personally liable for any debts, liabilities,
or obligations of the Company beyond the Members’ equity accounts. Income and losses are allocated
to the Members on the basis of their ownership.



Cash




At September 30, 2008, the Company had a cash balance in excess of federal insurance limits of
approximately $25,413,000.



Other current assets




Other current assets consist of a letter of credit for the contracted purchase of $2,800,000 in
plant equipment and a refundable deposit of $500,000 pertaining to the Gulf Opportunity Revenue
Bonds.



Property, plant and equipment




Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is
computed on the straight-line method over the estimated useful lives of the related assets.
Initial construction costs and plant engineering costs associated with the construction of the
synthetic fuels plant are capitalized and included in plant construction in progress. These
capitalized costs
will be depreciated when the plant is placed in service. Expenditures for repairs and maintenance
are charged to expense as incurred, whereas major improvements are capitalized.


 


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Income taxes




As a limited liability company, the Members of the Company report individually the taxable income
of the Company. Accordingly, no provision for income taxes has been recorded in the financial
statements.



Use of estimates




The preparation of financial statements in conformity with accounting principles generally accepted
in the United States of America requires the Company to make estimates and assumptions that affect
the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities,
and the reported amounts of revenues and expenses. Actual results could differ from those
estimates.



Note 2 — Related Party Transactions




The accompanying financial statements include transactions with members of the Company, including
engineering, technical, accounting, consulting, and travel expenses associated with plant
construction. Expenditures made by the Company during the year to Syntroleum and Tyson were
approximately $3,063,319 and $737,748, respectively, and since inception were approximately
$3,662,716 and $843,411, respectively. Due to related parties at September 30, 2008, included
amounts owed to Syntroleum and Tyson of $222,863 and $78,029, respectively.



Note 3 — Property, Plant and Equipment




Property, plant and equipment consist of the following at September 30, 2008:



	 	 	 	 	 
	Plant construction in progress
	 	$	6,941,781	 
	Furniture and automobile
	 	 	13,262	 
	 
	 	 	 
	 
	 	 	 	 
	 
	 	 	6,955,043	 
	Accumulated depreciation
	 	 	431	 
	 
	 	 	 
	 
	 	 	 	 
	Property, plant and equipment, net
	 	$	6,954,612	 
	 
	 	 	 






Depreciation expense for the year ended September 30, 2008 and since inception was $431.



Note 4 — Commitments and Contingencies




The Company has various construction purchase commitments associated with plant construction. As
of September 30, 2008, total commitments were approximately $71 million and are payable throughout
2008, 2009 and 2010, upon completion of construction milestones in accordance with the terms of the
various contracts.


 


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Note 5 — Members’ Equity




The Company was initially capitalized on July 13, 2007, with $4,250,000 in capital contributions
from each member, respectively. In July 2008, the Members approved plant sanction and each
contributed $14 million in capital contributions with a commitment to contribute an additional $6
million by December 31, 2008.



If a member fails to make a capital contribution, it is in default, and its interest in the Company
will be diluted by $1.50 per $1.00 not contributed. At its option, the other member may fund the
portion of the default, which is considered a loan to the defaulting member at a rate of LIBOR +10
% with a 40-day cure period. The defaulting member may make a full or partial loan repayment and a
pro rata portion of lost interest will be restored. If the loan is not repaid, it will be
converted into ownership interest for the member making the loan, diluting the defaulting member at
a $1.00 per $1.00 of the loan. No member is in default at this time.



Note 6 — Subsequent Events




The Company received approval from the Louisiana State Bond Commission to sell $100 million in Gulf
Opportunity Revenue Bonds to partially finance the plant construction. On October 21, 2008, these
tax exempt bonds were sold, with maturity in 2033, in the amount of $100 million at an initial
floating interest rate of 1.3%. The bonds are backed by a letter of credit from Tyson in the
amount of $100 million to guarantee the Company’s obligations under the bonds. This debt financing
obtained by the Company has proportionately reduced the amount of equity contributions each member
would have been required to make. In addition, an estimated $10 million will be required to be
funded proportionately by each member during the second half of 2009 for any plant construction
contingencies. The plant is expected to begin commercial operations by the second quarter of 2010.



Effective October 1, 2008, the Company entered into a land and office lease agreement associated
with its plant in Geismar, Louisiana, expiring September 30, 2033. Annual lease payments for the
land are $2 million and payable in four quarterly installments of $500,000. In addition,
infrastructure maintenance fees totaling $101,800 are due annually. The Company paid the entire
office lease in advance on October 24, 2008, in the amount of $333,333.




 


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