Attached files
Exhibit 99.1.0
SEADRIFT COKE, L.P. AND SUBSIDIARY
Consolidated Financial Statements
December 31, 2009 and 2008
SEADRIFT COKE, L.P. AND SUBSIDIARY
Consolidated Financial Statements
December 31, 2009 and 2008
TABLE OF CONTENTS
Page | ||
Independent Auditors Report |
2 | |
Consolidated Balance Sheets |
3 | |
Consolidated Statements of Operations |
4 | |
Consolidated Statements of Changes in Partners Equity |
5 | |
Consolidated Statements of Cash Flows |
6 - 7 | |
Notes to the Consolidated Financial Statements |
8 - 20 |
Independent Auditors Report
To the Partners
Seadrift Coke, L.P. and Subsidiary
Port Lavaca, Texas
We have audited the accompanying consolidated balance sheets of Seadrift Coke, L.P. and Subsidiary as of December 31, 2009 and 2008, and the related consolidated statements of operations, changes in partners equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Partnerships management. Our responsibility is to express an opinion on these consolidated 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 consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated 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 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Seadrift Coke, L.P. and Subsidiary as of December 31, 2009 and 2008, and the consolidated results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
/s/ Alpern Rosenthal
Pittsburgh, Pennsylvania
March 15, 2010
Page 2
SEADRIFT COKE, L.P. AND SUBSIDIARY
Consolidated Balance Sheets
December 31 |
2009 | 2008 | ||||
ASSETS |
||||||
Current Assets |
||||||
Cash and cash equivalents |
$ | 3,329 | $ | 354,000 | ||
Accounts receivable (includes related party accounts receivable of $3,686,063 in 2009 - Note 9) |
14,253,160 | 26,838,531 | ||||
Inventories - Note 2 |
15,970,063 | 21,626,725 | ||||
Prepaid expenses and other current assets |
470,554 | 541,249 | ||||
Total Current Assets |
30,697,106 | 49,360,505 | ||||
Property, Plant and Equipment - Net of accumulated depreciation - Note 3 |
70,999,630 | 76,174,301 | ||||
Other Assets - Note 4 |
217,387 | 362,958 | ||||
Total Assets |
$ | 101,914,123 | $ | 125,897,764 | ||
LIABILITIES AND PARTNERS EQUITY |
||||||
Current Liabilities |
||||||
Current portion of long-term debt - Note 5 |
$ | 12,039,578 | $ | 22,216 | ||
Line of credit - Note 5 |
2,985,928 | | ||||
Accounts payable |
778,580 | 5,402,371 | ||||
Accrued property taxes |
1,180,580 | 1,093,805 | ||||
Accrued vacation |
466,833 | 619,670 | ||||
Accrued expenses and other current liabilities |
774,479 | 1,605,215 | ||||
Total Current Liabilities |
18,225,978 | 8,743,277 | ||||
Long-term Liabilities |
||||||
Line of credit - Note 5 |
| 31,343,470 | ||||
Long-term debt - net of current portion - Note 5 |
172,464 | | ||||
Interest rate swap liability - Note 10 |
686,947 | 1,288,483 | ||||
Commitments and contingent liabilities - Note 12 |
800,000 | 800,000 | ||||
Other long-term liabilities |
726,613 | 242,204 | ||||
Total Liabilities |
20,612,002 | 42,417,434 | ||||
Partners Equity - Note 6 |
||||||
Partners capital |
9,781,100 | 9,781,100 | ||||
Retained earnings |
71,521,021 | 73,699,230 | ||||
Total Partners Equity |
81,302,121 | 83,480,330 | ||||
Total Liabilities and Partners Equity |
$ | 101,914,123 | $ | 125,897,764 | ||
The accompanying notes are an integral part of these consolidated financial statements.
Page 3
SEADRIFT COKE, L.P. AND SUBSIDIARY
Consolidated Statements of Operations
For the Years Ended December 31 |
2009 | 2008 | |||||
Net Sales |
|||||||
Net sales (Includes related party net sales of $7,003,489 in 2009 and $37,936,198 in 2008 - Note 9) |
$ | 74,309,395 | $ | 329,681,560 | |||
Net Sales |
74,309,395 | 329,681,560 | |||||
Cost of Sales (Includes related party cost of sales of $5,208,831 in 2009 and $26,614,198 in 2008 - Note 9) |
55,631,682 | 269,061,424 | |||||
Gross Profit |
18,677,713 | 60,620,136 | |||||
Operating Expenses |
7,044,743 | 13,171,965 | |||||
Income From Operations |
11,632,970 | 47,448,171 | |||||
Other (Income) Expenses |
|||||||
Loss on abandonment of machinery under construction - Note 3 |
11,640,190 | | |||||
Interest expense - net |
1,955,591 | 1,198,983 | |||||
Fair value adjustment - interest rate swap - Note 10 |
(601,536 | ) | 1,288,483 | ||||
Total Other Expenses |
12,994,245 | 2,487,466 | |||||
Net Income (Loss) |
$ | (1,361,275 | ) | $ | 44,960,705 | ||
The accompanying notes are an integral part of these consolidated financial statements.
Page 4
SEADRIFT COKE, L.P. AND SUBSIDIARY
Consolidated Statements of Changes in Partners Equity
For the Years Ended December 31, 2009 and 2008
Partners Capital |
Retained Earnings |
Accumulated Other Comprehensive Income (Loss) |
Comprehensive Income (Loss) |
Total | |||||||||||||||
Balance - January 1, 2008 |
$ | 9,780,100 | $ | 46,731,681 | $ | (662,100 | ) | $ | 55,849,681 | ||||||||||
Partner distributions |
| (18,065,156 | ) | | (18,065,156 | ) | |||||||||||||
Partner units issued for services - Note 6 |
1,000 | 72,000 | | 73,000 | |||||||||||||||
Comprehensive income |
|||||||||||||||||||
Amount reclassified to income - unrealized loss on interest rate swap - Note 10 |
| | 662,100 | $ | 662,100 | 662,100 | |||||||||||||
Net income |
| 44,960,705 | | 44,960,705 | 44,960,705 | ||||||||||||||
Comprehensive income |
| | | $ | 45,622,805 | ||||||||||||||
Balance - December 31, 2008 |
9,781,100 | 73,699,230 | | 83,480,330 | |||||||||||||||
Partner distributions |
| (816,934 | ) | | (816,934 | ) | |||||||||||||
Comprehensive loss |
|||||||||||||||||||
Net loss |
| (1,361,275 | ) | | $ | (1,361,275 | ) | (1,361,275 | ) | ||||||||||
Comprehensive loss |
| | | $ | (1,361,275 | ) | |||||||||||||
Balance - December 31, 2009 |
$ | 9,781,100 | $ | 71,521,021 | $ | | $ | 81,302,121 | |||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
Page 5
SEADRIFT COKE, L.P. AND SUBSIDIARY
Consolidated Statements of Cash Flows
For the Years Ended December 31 |
2009 | 2008 | ||||||
Cash Provided by (Used for) Operating Activities |
||||||||
Net income (loss) |
$ | (1,361,275 | ) | $ | 44,960,705 | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities |
||||||||
Loss on abandonment of machinery under construction |
11,640,190 | | ||||||
Depreciation and amortization |
4,167,896 | 3,522,274 | ||||||
LIFO inventory reserves |
2,330,919 | 5,327,796 | ||||||
(Gains) losses on interest rate swap |
(601,536 | ) | 1,288,483 | |||||
Noncash line-of-credit fees |
| 96,664 | ||||||
Partnership units issued for services |
| 73,000 | ||||||
Changes in |
||||||||
Accounts receivable |
12,585,371 | (10,541,331 | ) | |||||
Inventories |
3,325,743 | 1,145,542 | ||||||
Accounts payable and accrued liabilities |
(5,036,180 | ) | (4,263,883 | ) | ||||
Other assets |
110,656 | 3,213,005 | ||||||
Net Cash Provided by Operating Activities |
27,161,784 | 44,822,255 | ||||||
Cash Used for Investing Activities |
||||||||
Purchases of property, plant and equipment |
(9,744,359 | ) | (37,263,536 | ) | ||||
Capitalized interest on machinery under construction |
(305,141 | ) | (1,107,439 | ) | ||||
Net Cash Used for Investing Activities |
(10,049,500 | ) | (38,370,975 | ) | ||||
Cash Provided by (Used for) Financing Activities |
||||||||
Net proceeds (payments) on line of credit |
(28,357,542 | ) | 6,382,941 | |||||
Proceeds from long-term debt |
12,000,000 | 14,903,336 | ||||||
Payments on long-term debt |
(31,731 | ) | (16,536,861 | ) | ||||
Loan acquisition fees |
(256,748 | ) | (89,691 | ) | ||||
Partner distributions |
(816,934 | ) | (18,065,156 | ) | ||||
Net Cash Used for Financing Activities |
(17,462,955 | ) | (13,405,431 | ) | ||||
(Continued)
The accompanying notes are an integral part of these consolidated financial statements.
Page 6
SEADRIFT COKE, L.P. AND SUBSIDIARY
Consolidated Statements of Cash Flows (Continued)
For the Years Ended December 31 |
2009 | 2008 | ||||||
Decrease in Cash and Cash Equivalents |
(350,671 | ) | (6,954,151 | ) | ||||
Cash and Cash Equivalents - Beginning of year |
354,000 | 7,308,151 | ||||||
Cash and Cash Equivalents - End of year |
$ | 3,329 | $ | 354,000 | ||||
Supplemental Disclosure of Cash Flow Information | ||||||||
Cash paid during the year for interest |
$ | 1,878,410 | $ | 2,132,676 | ||||
Supplemental Disclosures of Noncash Investing and Financing Activities | ||||||||
Capital lease obligation incurred for the acquisition of equipment |
$ | 221,557 | $ | | ||||
Proceeds from note payable - line of credit |
$ | | $ | 24,750,000 | ||||
Payment of note payable - bank |
$ | | $ | 24,750,000 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
Page 7
SEADRIFT COKE, L.P. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies
A. | Organization and Basis of Consolidation |
Seadrift Coke, L.P. and its wholly owned subsidiary, Seadrift Coke Export, Inc., a Delaware limited partnership (collectively, the Partnership), is primarily engaged in the manufacture and distribution of needle coke for sale to customers in the graphite electrode manufacturing industry. The Partnerships principal operating location is in Port Lavaca, Texas. The Partnership sells to customers in North America, Europe and Asia.
The accompanying consolidated financial statements include the accounts of Seadrift Coke, L.P and its wholly owned subsidiary, Seadrift Coke Export, Inc., an Interest Charge Domestic International Sales Corporation (IC-DISC). All material intercompany balances and transactions have been eliminated in consolidation.
B. | Estimates |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
C. | Cash and Cash Equivalents |
The Partnership considers all highly liquid investments with original maturities of less than three months as cash equivalents. All of the Partnerships cash is maintained in one financial institution located in Texas.
D. | Accounts Receivable |
Trade accounts receivable are stated at the amount expected to be collected from outstanding customer balances at year end. Based on managements assessment of the credit history with the Partnerships customers, it believes that realization losses on balances outstanding at year end will not be material. Accordingly, no allowance for doubtful accounts is deemed necessary.
Four customers accounted for approximately 80% of gross sales in 2009 and six customers accounted for approximately 80% of gross sales in 2008. Accounts receivable relating to these customers represented approximately 98% of total accounts receivable at December 31, 2009 and 65% at December 31, 2008.
Page 8
SEADRIFT COKE, L.P. AND SUBSIDIARY
Notes to the Consolidated Financial Statements (Continued)
Note 1 - Summary of Significant Accounting Policies (Continued)
D. | Accounts Receivable (Continued) |
Sales to customers located in foreign countries were approximately 52% of 2009 total sales and 36% of 2008 total sales.
E. | Revenue Recognition |
Sales and related costs of sales are generally recorded when goods are shipped and title, ownership and risk of loss have passed to the customer, all of which occurs upon shipment or delivery of the product based on applicable shipping terms. The shipping terms may vary depending on the nature of the customer, domestic or foreign, and the type of transportation used. Shipping and handling costs are recognized as a component of cost of sales.
F. | Taxes on Revenue Producing Transactions |
Taxes assessed by governmental authorities on revenue producing transactions, including sales, excise and use taxes, are recorded on a net basis (excluded from revenue) in the consolidated statements of operations.
G. | Inventories |
Inventories are stated at the lower of cost or market. Elements of cost in inventories include raw materials, direct labor and manufacturing overhead. For all of the Partnerships inventory, except certain by-products and its supplies inventory, costs have been determined by the last-in, first-out (LIFO) method. The remainder of the Partnerships inventory cost is determined using the first-in, first-out (FIFO) method.
H. | Property, Plant and Equipment |
Property, plant and equipment are recorded at cost including expenditures for additions and major improvements. Maintenance and repairs which are not considered to extend the useful lives of assets are charged to operations as incurred. The cost of assets sold or retired and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other (income) expenses for the year.
Page 9
SEADRIFT COKE, L.P. AND SUBSIDIARY
Notes to the Consolidated Financial Statements (Continued)
Note 1 - Summary of Significant Accounting Policies (Continued)
H. | Property, Plant and Equipment (Continued) |
For financial reporting, depreciation of property, plant and equipment is computed using the straight-line method at rates calculated to amortize costs over the estimated useful lives of the assets. The ranges of estimated useful lives are as follows:
Years | ||
Buildings and leasehold improvements |
5 - 25 | |
Machinery and equipment |
5 - 20 | |
Computer software |
5 - 10 |
Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Partnership has determined there is no impairment at December 31, 2009 and 2008.
I. | Other Assets |
Loan acquisition fees are capitalized and are being amortized on a straight-line basis over the term of the related debt (Note 4).
Non-compete and licensing agreements are being amortized on a straight-line basis over the term of the related agreements (Note 4).
J. | Derivative Financial Instruments |
During 2009, the Partnership adopted new accounting standards which require additional disclosures about the Partnerships objectives and strategies for using derivative instruments, how the derivative instruments and related hedged items are accounted for, and how the derivative instruments and related hedged item affect the consolidated financial statements.
The Partnership holds an interest rate swap for the purpose of managing risks related to the variability of future earnings and cash flows caused by changes in interest rates.
Page 10
SEADRIFT COKE, L.P. AND SUBSIDIARY
Notes to the Consolidated Financial Statements (Continued)
Note 1 - Summary of Significant Accounting Policies (Continued)
J. | Derivative Financial Instruments (Continued) |
The Partnership accounts for its interest rate swap as either an asset or a liability and carries it at fair value. Derivatives that are not defined as hedges are adjusted to fair value through earnings. For derivative instruments that hedge the exposure to variability in expected future cash flows, the effective portion of the gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive income (loss) in partners equity and reclassified into earnings in the same period during which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative instrument is recognized in current earnings. To receive hedge accounting treatment, cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions.
Prior to 2008, the Partnership elected hedge accounting for its interest rate swap with the effective portion of the interest rate swap accounted for and reported as a component of accumulated other comprehensive income (loss).
During 2008, substantive amendments were made to the Partnerships credit agreement and, as a result of the amendments, management did not redesignate hedge accounting for the related interest rate swap. Changes in fair value of the interest rate swap were recorded in the consolidated statements of operations in 2009 and 2008. Amounts previously accounted for in accumulated other comprehensive income (loss) prior to 2008 were reclassified to the 2008 statement of operations.
K. | Income Taxes |
As a limited partnership, the Partnership is not subject to income taxes. The taxable income or loss of the Partnership is includible in the individual income tax returns of its partners based upon their percentage of ownership. The IC-DISC is not subject to Federal or state income taxes. Consequently, no provision for income taxes is provided in the accompanying consolidated financial statements.
The Partnership adopted the accounting standard for uncertain tax positions as of January 1, 2009. The standard requires a two-step approach to recognizing and measuring uncertain tax positions accounted for in accordance with the asset and liability method. The first step is to evaluate the tax position for recognition by determining whether evidence indicates that it is more likely than not that a position will be sustained if examined by a taxing authority. The second step is to measure the tax benefit as the largest amount that is 50% likely of being realized upon settlement with a taxing authority. The adoption of this accounting standard did not have an effect on the Partnerships consolidated financial statements.
Page 11
SEADRIFT COKE, L.P. AND SUBSIDIARY
Notes to the Consolidated Financial Statements (Continued)
Note 1 - Summary of Significant Accounting Policies (Continued)
L. | Stock-based Compensation |
The Partnership has established employee unit award plans for certain employees of the Partnership. Under the plans, employees are either awarded units at the discretion of the Board of Directors or are granted options to purchase partnership units. The fair value of the units is determined using a market approach for transactions involving similar unit awards at the grant date. The Partnership recognizes the fair value of the unit awards compensation expense on a straight-line basis over the employees requisite service period which is generally the vesting period.
M. | Planned Major Maintenance Expenses |
The Partnership accounts for planned major maintenance activities by recognizing costs as incurred. The Partnership recognized approximately $14,500,000 in its consolidated statement of operations as a component of cost of sales in 2008. There were no planned major maintenance activities during 2009.
N. | Fair Value Measurements |
The Partnership applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. The Partnership defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Partnership considers the principal or most advantageous market in which the Partnership would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.
The Partnership applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
| Level 1 - Quoted prices in active markets for identical assets or liabilities. |
| Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
Page 12
SEADRIFT COKE, L.P. AND SUBSIDIARY
Notes to the Consolidated Financial Statements (Continued)
Note 1 - Summary of Significant Accounting Policies (Continued)
N. | Fair Value Measurements (Continued) |
| Level 3 - Inputs that are generally unobservable and typically reflect managements estimates of assumptions that market participants would use in pricing the asset or liability. |
O. | Recently Issued Accounting Standards |
On September 15, 2009, the Financial Accounting Standards Board Accounting Standards Codification (Codification) became the single source of authoritative generally accepted accounting principles in the United States of America. The Codification changed the referencing of financial standards but did not change or alter existing generally accepted accounting principles in the United States of America. The Codification became effective for the Partnership at that date.
P. | Subsequent Events |
Management evaluated subsequent events and transactions for potential recognition or disclosure in the consolidated financial statements through March 15, 2010, the day the consolidated financial statements were approved and authorized for issue.
Note 2 - Inventories
Inventories consisted of the following at December 31:
2009 | 2008 | |||||
Raw materials |
$ | 8,267,306 | $ | 18,632,045 | ||
Work-in-process |
14,566,573 | 10,586,412 | ||||
Finished goods |
9,561,921 | 7,076,231 | ||||
Supplies |
3,295,018 | 2,721,873 | ||||
35,690,818 | 39,016,561 | |||||
Less: Amount to reduce certain inventories to LIFO value |
19,720,755 | 17,389,836 | ||||
Total inventories |
$ | 15,970,063 | $ | 21,626,725 | ||
Page 13
SEADRIFT COKE, L.P. AND SUBSIDIARY
Notes to the Consolidated Financial Statements (Continued)
Note 2 - Inventories (Continued)
The use of LIFO increased net loss by approximately $2,331,000 in 2009 and decreased net income by approximately $5,328,000 in 2008.
Approximately 88% and 91% of the Partnerships inventories at December 31, 2009 and 2008 are costed at the lower of LIFO cost or market.
Note 3 - Property, Plant and Equipment
Property, plant and equipment consisted of the following at December 31:
2009 | 2008 | |||||
Land |
$ | 207,388 | $ | 207,388 | ||
Buildings and leasehold improvements |
1,679,491 | 1,679,491 | ||||
Machinery and equipment |
57,186,408 | 43,750,904 | ||||
Computer software |
1,535,896 | 1,513,559 | ||||
Machinery under construction |
24,605,666 | 39,432,640 | ||||
85,214,849 | 86,583,982 | |||||
Less: Accumulated depreciation |
14,215,219 | 10,409,681 | ||||
$ | 70,999,630 | $ | 76,174,301 | |||
During 2009, management chose to abandon two projects that were being constructed and classified as machinery under construction in 2008. The abandonment of machinery under construction resulted in a loss of approximately $11,640,000, included in other expenses.
Depreciation expense, included in cost of sales and operating expenses, amounted to approximately $3,806,000 for 2009 and $3,241,000 for 2008. Capitalized interest on machinery under construction amounted to approximately $305,000 in 2009 and $1,107,000 in 2008.
Page 14
SEADRIFT COKE, L.P. AND SUBSIDIARY
Notes to the Consolidated Financial Statements (Continued)
Note 4 - Other Assets
Other assets consisted of the following at December 31:
2009 | 2008 | |||||
Intangible assets |
$ | 129,617 | $ | 129,617 | ||
Loan acquisition fees |
1,204,595 | 947,847 | ||||
Other - non-amortizable |
13,319 | 53,280 | ||||
1,347,531 | 1,130,744 | |||||
Less: Accumulated amortization |
1,130,144 | 767,786 | ||||
$ | 217,387 | $ | 362,958 | |||
Intangible assets consist of non-compete, licensing agreements and other intangibles. Amortization expense of intangibles, included in operating expenses, amounted to approximately $26,000 in 2009 and 2008.
During 2009, the Partnership incurred approximately $137,000 of loan acquisition fees related to amending its credit agreement and $120,000 of fees related to the issuance of subordinated notes (Note 5). Amortization of loan acquisition fees, included in interest expense, amounted to approximately $336,000 in 2009 and $255,000 in 2008.
The estimated remaining amortization expense for intangible assets and loan acquisition fees subsequent to December 31, 2009 is approximately $204,000 for the year ending December 31, 2010.
Note 5 - Line of Credit and Long-term Debt
Line of Credit and Term Loan
The Partnership has a credit agreement (the agreement) with a bank which provides for a working capital revolving line of credit and a term loan. The agreement grants the bank a first lien security interest in substantially all of the Partnerships assets.
The agreement provided for maximum borrowings on the line of credit of $25,000,000. On February 1, 2008, the agreement was amended to refinance the line of credit and term loan. As of February 1, 2008, the term loan had an outstanding balance of $24,750,000, which was paid off with proceeds from the line of credit. The amended agreement provided for maximum borrowings on the line of credit of $60,000,000 and a term loan in the amount of $15,000,000. The term loan was paid off on December 31, 2008.
Page 15
SEADRIFT COKE, L.P. AND SUBSIDIARY
Notes to the Consolidated Financial Statements (Continued)
Note 5 - Line of Credit and Long-term Debt (Continued)
Line of Credit and Term Loan (Continued)
On July 10, 2009, the agreement was amended in connection with the Partnerships issuance of subordinated notes (see below). The amended agreement provides for maximum borrowings of $20,000,000 on a line of credit through June 30, 2010. Borrowings under the line of credit cannot exceed 85% of eligible accounts receivable and 65% of eligible inventory less reserves.
The Partnership has the option of selecting a base interest rate plus an applicable margin or the London Interbank Offered Rate (LIBOR) plus an applicable margin for the line of credit. The Partnership elected LIBOR which is 1/4% at December 31, 2009, plus the applicable margin of 4%.
The agreement provides for the issuance of letters of credit, which are not to exceed certain amounts as defined in the agreement. There are no letters of credit outstanding at December 31, 2009. The Partnership had $2,000,000 of letters of credit outstanding at December 31, 2008.
The Partnership must pay an unused line fee on each payment date at an annual rate of 1/8% on the daily average unused amount. The agreement contains various covenants which, among other things, require the Partnership to maintain minimum financial ratios including a fixed coverage ratio, debt to EBITDA (earnings before interest, taxes, depreciation and amortization) ratio, and tangible net worth.
Long-term debt consisted of the following at December 31:
2009 | 2008 | |||||
Subordinated notes |
$ | 12,000,000 | $ | | ||
Capital lease payable |
212,042 | 22,216 | ||||
12,212,042 | 22,216 | |||||
Less: Current portion |
12,039,578 | 22,216 | ||||
$ | 172,464 | $ | | |||
Subordinated Notes
On July 2, 2009, the Partnership issued $12,000,000 of notes to three partners of the Partnership. The notes are subordinate to the line of credit. The proceeds from the notes were used to pay down the line of credit. The notes bear interest, which is payable quarterly, at 10% and are due upon demand subject to approval of the senior debt holder.
Page 16
SEADRIFT COKE, L.P. AND SUBSIDIARY
Notes to the Consolidated Financial Statements (Continued)
Note 5 - Line of Credit and Long-term Debt (Continued)
Capital Lease Payable
During 2009, the Partnership entered into an equipment lease agreement which is payable in monthly installments, including interest at 6 1/4%, through July 2014 and is collateralized by equipment with a net book value of approximately $218,000.
Approximate future maturities of long-term debt are as follows:
Year Ending December 31 |
Amount | ||
2010 |
$ | 40,000 | |
2011 |
43,000 | ||
2012 |
45,000 | ||
2013 |
48,000 | ||
2014 |
36,000 | ||
$ | 212,000 | ||
Note 6 - Partners Equity
Employee Unit Purchase Plan
During January 2006, the Partnership established an employee unit purchase plan (the Employee Plan) for certain employees, selected at the discretion of the Board of Directors. Under the terms of the Employee Plan, employees were granted options to purchase up to 3,000 limited partnership units at a price of $100 per unit, the estimated fair value of a unit at the grant date. The employees exercised their options and purchased 1,392 units before the partnership units expired on January 31, 2006.
The Employee Plan has a call option providing for the Partnership to acquire the outstanding units upon an employees termination. The Employee Plan also contains a put option that requires, at the discretion of the employee, at termination of employment for other than cause, the Partnership to purchase the units held by the employee. The call option and the put option provide for the purchase of each outstanding unit based on the units fair value as determined by the Partnership.
Page 17
SEADRIFT COKE, L.P. AND SUBSIDIARY
Notes to the Consolidated Financial Statements (Continued)
Note 6 - Partners Equity (Continued)
Employee Equity Award Plan
During January 2007, the Partnership established an employee equity award plan (the Equity Plan). The Equity Plan awarded 160 partnership units to selected employees as compensation for services rendered. The employees were immediately vested in their awards. As a condition for receiving the awards, the employees entered into a non-compete agreement with the Partnership. The partnership units were valued by the Partnership at the grant date at $1,100 per unit using a market approach for transactions involving similar unit awards.
During July 2008, the Partnership issued an additional 10 units to an employee under the Equity Plan. The employee was immediately vested in the award. As a condition for receiving the award, the employee entered into a non-compete agreement with the Partnership. The partnership units were valued by the Partnership at the grant date at $7,300 per unit using a market approach for transactions involving similar unit awards.
The Equity Plan has a call option providing for the Partnership to acquire the outstanding units upon an employees termination. The Equity Plan also contains a put option that requires, at the discretion of the employee, at termination of employment for other than cause, the Partnership to purchase the units held by the employee. The call option and the put option provide for the purchase of each outstanding unit based on the units fair value as determined by the Partnership.
There were no units issued during 2009.
Other
The Partnership has issued 18,500 units that provide for a put option that is exercisable beginning May 1, 2011. The put option provides for the purchase of each outstanding unit based on the units fair value at the date of the put notice.
Note 7 - Retirement Plan
The Partnership maintains a defined contribution profit sharing plan in accordance with the provisions of Section 401(k) of the Internal Revenue Code. The plan covers substantially all employees. The plan provides for employee elective contributions and Partnership matching contributions. On May 1, 2009, the plan was amended to allow the Partnerships matching contribution to be a discretionary percentage, determined by the Partnership, of the participants elective deferrals. As of the amendment date, the Partnership suspended its matching contribution until further notice. Partnership matching contributions were approximately $247,000 for 2009 and $708,000 for 2008.
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SEADRIFT COKE, L.P. AND SUBSIDIARY
Notes to the Consolidated Financial Statements (Continued)
Note 8 - Profit Sharing Plan
On January 1, 2007, the Partnership established a bonus profit sharing plan. The Partnership is required to contribute to the profit sharing plan if various pre-established goals are achieved. There were no Partnership contributions relating to the bonus profit sharing plan for 2009. Partnership contributions relating to the bonus profit sharing plan were approximately $861,000 for 2008.
Note 9 - Related Party Transactions
The Partnership has sales to C/G Electrodes LLC (C/G), a related party through common ownership and control. Sales to C/G, excluding freight revenue, were approximately $7,003,000 in 2009 and $37,936,000 in 2008. Accounts receivable from C/G amounted to approximately $3,686,000 at December 31, 2009. There were no outstanding receivables from C/G at December 31, 2008.
Note 10 - Fair Value of Financial Instruments
The Partnerships liability for its interest rate swap is measured at fair value on a recurring basis using Level 2 inputs at December 31, 2009 and 2008.
On May 1, 2007, the Partnership entered into an interest rate swap (the swap) with the intent of managing its cash flow exposure to fluctuations in the Partnerships variable rate line of credit. The notional amount of the swap was $30,000,000 which is reduced by $1,500,000 at the end of each fiscal quarter. The swap provides for the Partnership to receive interest based on a variable LIBOR interest rate and pay interest at a fixed rate of 5.125%. The swap expires on May 1, 2012.
The fair value of the swap is determined on a recurring basis by using a discounted cash flow method using the applicable inputs from forward interest rate yield curves with the differential between the forward rate and the original stated interest rate of the swap discounted back from the settlement date of the swap contract to December 31, 2009 and 2008. The fair value of the swap liability amounted to approximately $687,000 as of December 31, 2009 and $1,288,000 as of December 31, 2008, and resulted in a gain of approximately $601,000 in 2009 and loss of approximately $626,000 in 2008. Changes in fair value of the swap previously accounted for in other comprehensive income (loss) prior to 2008 were reclassified in the 2008 consolidated statement of operations in other (income) expenses.
The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximates fair value because of the short-term maturity of those instruments.
The fair value of the Partnerships debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the Partnership for debt of the same remaining maturities. The carrying value of the Partnerships debt approximates fair value.
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SEADRIFT COKE, L.P. AND SUBSIDIARY
Notes to the Consolidated Financial Statements (Continued)
Note 11 - Major Suppliers
The Partnership purchased approximately 75% of its raw material inventory through two suppliers in 2009 and 80% through three suppliers in 2008. Management believes that there are alternative sources that could provide these raw materials on similar terms without any interruption in business operations.
Note 12 - Commitments and Contingent Liabilities
The operations of the Partnership generate both hazardous and non-hazardous wastes. The treatment, storage, transportation and disposals of these materials are subject to various local, state and Federal laws relating to the protection of the environment.
Environmental remediation expenses are accrued as period costs and included in results from operations when the Partnerships liability is probable and costs are reasonably estimable.
During 2007, the Partnership identified contaminated soil within its production facility. The Partnership is currently in the process of investigating the impact of this contamination and is developing a remediation plan for the affected locations at the Partnerships production facility. The Partnership has incurred costs of approximately $273,000 in 2009 and $408,000 in 2008, which are included in operating expenses, related to the investigation of the oil contamination. At this stage, the Partnership estimates the total costs of remediation to be approximately $1,000,000 to be incurred over a period of 10 years. The Partnership has discounted the estimated liability at 6 1/2% over the estimated period. The estimated liability is included in long-term liabilities in the consolidated balance sheets since management has estimated no substantial costs will be incurred during 2010.
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