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EX-23.1 - EX-23.1 - Sprague Resources LPd869258dex231.htm
EX-99.4 - EX-99.4 - Sprague Resources LPd869258dex994.htm
EX-99.5 - EX-99.5 - Sprague Resources LPd869258dex995.htm
EX-99.3 - EX-99.3 - Sprague Resources LPd869258dex993.htm
EX-99.1 - EX-99.1 - Sprague Resources LPd869258dex991.htm
EX-23.2 - EX-23.2 - Sprague Resources LPd869258dex232.htm
8-K/A - FORM 8-K/A - Sprague Resources LPd869258d8ka.htm

Exhibit 99.2

 

 

Unaudited Consolidated Financial Statements
Sprague International Properties LLC
September 30, 2014 and 2013

 


Sprague International Properties LLC

CONSOLIDATED BALANCE SHEET

[In thousands of U.S. dollars]

 

     September 30,
2014
     December 31,
2013
 
     Unaudited
$
     $  

Assets [note 4]

     

Current

     

Cash and cash equivalents

     4,287         1,074   

Restricted cash

     3,787         8,541   

Accounts receivable, net

     41,422         33,938   

Inventories [note 3]

     58,109         89,028   

Other current assets

     6,057         1,810   

Deferred tax assets

     223         246   

Derivative financial instruments [note 9]

     1,477         152   
  

 

 

    

 

 

 

Total current assets

  115,362      134,789   
  

 

 

    

 

 

 

Property, plant, and equipment, net [note 7]

  94,210      88,652   

Intangibles assets and other

  9,973      13,269   

Goodwill

  12,686      12,686   
  

 

 

    

 

 

 
  232,231      249,396   
  

 

 

    

 

 

 

LIABILITIES AND MEMBER’S EQUITY

Current

Credit facility [note 4]

  34,150      44,282   

Accounts payable and accrued liabilities

  11,323      28,931   

Accounts payable to an affiliate

  168      —     

Deferred revenue

  842      3,897   

Income taxes payable

  348      526   

Derivative financial instruments [note 9]

  —        1,553   

Current portion of long-term debt [note 7]

  83,911      726   
  

 

 

    

 

 

 

Total current liabilities

  130,742      79,915   
  

 

 

    

 

 

 

Commitments and contingencies [note 8]

  —        —     

Loan from parent company [note 5]

  21,304      21,304   

Other liabilities [note 6]

  3,153      3,153   

Long-term debt [note 7]

  2,172      70,286   

Deferred tax liabilities

  14,652      15,321   
  

 

 

    

 

 

 

Total liabilities

  172,023      189,979   
  

 

 

    

 

 

 

Member’s equity [note 2]

Member equity

  51,376      67,700   

Accumulated other comprehensive income (loss)

  8,832      (8,283
  

 

 

    

 

 

 

Total member’s equity

  60,208      59,417   
  

 

 

    

 

 

 
  232,231      249,396   
  

 

 

    

 

 

 

See accompanying notes

 

1


Sprague International Properties LLC

UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS

AND MEMBER’S EQUITY

[In thousands of U.S. dollars]

 

     Nine months ended September 30,  
     2014     2013  
     $     $  

Net Sales

     396,920        455,731   

Cost of sales, exclusive of depreciation

     367,034        439,723   
  

 

 

   

 

 

 

Gross margin

  29,886      16,008   
  

 

 

   

 

 

 

Operating expenses

  9,804      7,913   

Selling, general and administrative expenses

  4,781      3,765   

Depreciation and amortization

  5,868      5,313   
  

 

 

   

 

 

 

Total operating costs and expenses

  20,453      16,991   
  

 

 

   

 

 

 

Operating income

  9,433      (983

Interest expense

  7,345      5,200   
  

 

 

   

 

 

 

Income (loss) before income taxes

  2,088      (6,183
  

 

 

   

 

 

 

Income tax (provision) recovery

Current

  (687   (361

Deferred

  (49   1,379   
  

 

 

   

 

 

 
  (736   1,018   
  

 

 

   

 

 

 

Net income (loss)

  1,352      (5,165

Member’s equity, beginning of period

  67,700      72,883   

Foreign currency translation adjustment [note 2]

  (17,676   —     
  

 

 

   

 

 

 

Member’s equity, end of period

  51,376      67,718   
  

 

 

   

 

 

 

See accompanying notes

 

 

2


Sprague International Properties LLC

UNAUDITED CONSOLIDATED STATEMENT OF

COMPREHENSIVE INCOME (LOSS)

[In thousands of U.S. dollars]

 

     Nine months ended September 30,  
     2014     2013  
     $     $  

Net income (loss)

     1,352        (5,165
  

 

 

   

 

 

 

Other comprehensive income (loss)

Items that may be reclassified to net income

Gain (loss) arising from translating the financial statement of foreign operations

  (561   (1,812

Foreign currency translation adjustment [note 2]

  17,676      —     
  

 

 

   

 

 

 

Comprehensive income (loss)

  18,467      (6,977
  

 

 

   

 

 

 

See accompanying notes

 

3


Sprague International Properties LLC

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

[In thousands of U.S. dollars]

 

     Nine months ended September 30,  
     2014     2013  
     $     $  

OPERATING ACTIVITIES

    

Net income (loss)

     1,352        (5,165

Non-cash items

    

Deferred tax benefit

     49        (1,379

Depreciation and amortization

     5,868        5,313   

Depreciation deferred financing charges

     1,520        —     

Loss on disposal of fixed assets

     4        —     

Unrealized (gain) loss on derivative financial instruments

     (1,147     258   

Unrealized foreign exchange (gain) loss

     (2,256     (1,908

Inventory provision

     1,482        341   

Net change in non-cash working capital balances related to operations:

    

Accounts receivable

     (7,484     (2,720

Inventories

     29,437        19,572   

Accounts payable, accrued liabilities and other

     (17,663     (4,507

Restricted cash

     4,754        (4,147

Accounts payable to affiliate

     168        —     

Other

     (7,480     (429
  

 

 

   

 

 

 

Cash flows related to operating activities

  8,604      5,229   
  

 

 

   

 

 

 

INVESTING ACTIVITIES

Additions to property, plant and equipment

  (9,708   (9,236

Proceeds from disposal of property, plant and equipment

  21      —     
  

 

 

   

 

 

 

Cash flows related to investing activities

  (9,687   (9,236
  

 

 

   

 

 

 

FINANCING ACTIVITIES

Repayment of credit facility

  (10,132   —     

Repayment of long-term debt

  (923   —     

Repayment of capital lease obligations

  (498   (357

Foreign exchange on capital lease obligations

  216      —     

Proceeds from long-term debt

  15,814      4,668   

Financing fees

  (3   (1,020
  

 

 

   

 

 

 

Cash flows related to financing activities

  4,474      3,291   
  

 

 

   

 

 

 

Net change in cash and cash equivalents

  3,391      (716

Effect of exchange rate on cash and cash equivalents

  (178   578   

Cash and cash equivalents, beginning of period

  1,074      431   
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

  4,287      293   
  

 

 

   

 

 

 

See accompanying notes

 

4


Sprague International Properties LLC

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

[In thousands of U.S. dollars]

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Company Business

Sprague International Properties LLC [the “Company”] is a Delaware limited liability company and a wholly-owned subsidiary of Sprague Resources Holdings LLC., which in turn is a wholly-owned subsidiary of Axel Johnson Inc. [the “Parent”], formed on October 30, 2013.

In connection with the completion on October 30, 2013 of an initial public offering [the “IPO”] by the Parent of limited partner interests of Sprague Resources LP, the Parent contributed to the Company its interests in Sprague Canadian Properties, LLC which owned directly Sprague Energy Canada Ltd. which owned directly 8604827 Canada Inc. and indirectly three operating businesses: Kildair Services Ltd. [“Kildair”], Wintergreen Transport Corporation Ltd. [“Wintergreen”] and Transit P. M. Inc. [“Transit”] [together the “Group”]. Sprague Energy Canada Ltd., 8604827 Canada Inc. and Kildair were amalgamated into a new entity, Kildair Service Ltd. prior to being contributed to the Company, and Wintergreen and Transit became wholly-owned subsidiaries of Kildair Services Ltd. In addition, the Parent contributed to the Company, certain other assets and liabilities including its ownership interest in Sprague Massachusetts Properties LLC [“Sprague Massachusetts Properties”] whose assets consist primarily of real property located in the United States. All of the assets and liabilities contributed to the Company were recorded at the Parent’s historical cost, as the foregoing transactions are among entities under common control. The amalgamation has been recorded on a pooling of interest basis as if the entities had always been amalgamated.

Kildair operates primarily in the production, distribution, storage and handling of bitumen and heavy fuel oil serving customers throughout eastern Canada and the Northeast United States. Wintergreen provides commercial trucking services for both Kildair and third-party customers, while Transit provides rail and waterborne transport for Kildair and third party customers.

On December 9, 2014, the Company sold its interest in Sprague Canadian Properties, LLC and its wholly-owned subsidiary Kildair Services, Ltd. and its wholly-owned subsidiaries, Wintergreen and Transit, to Sprague Resources LP in exchange for cash and common units [see Note 10 – Subsequent event].

The Company has evaluated all events and transactions that occurred through February 23, 2015, the date the consolidated financial statements were ready to be issued.

 

5


Sprague International Properties LLC

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

[In thousands of U.S. dollars]

Basis of Presentation

The consolidated financial statements included herein reflect all normal and recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the Company’s consolidated financial position at September 30, 2014 and December 31, 2013 and the consolidated results of operations and cash flows for the nine months ended September 30, 2014 and 2013, respectively. Certain reclassifications have been made to prior period amounts to conform to the current-year presentation.

The Company consolidates all wholly-owned subsidiaries, which are entities over which it has the continuing power to determine the strategic operating, investing and financing policies without cooperation of others. These consolidated financial statements include Kildair, Wintergreen, Transit and Sprague Massachusetts Properties.

The Company is a limited liability company that is wholly-owned by Sprague Resources Holdings LLC. As a limited liability company, the Company’s equity is displayed as member’s equity in the accompanying consolidated balance sheet.

The consolidated financial statements were prepared in accordance with the requirements of the Securities and Exchange Commission [“SEC”] for interim financial information. As permitted under those rules, certain notes or other financial information that are normally required by U.S. generally accepted accounting principles [“US GAAP”] to be included in annual financial statements have been condensed or omitted from these interim financial statements. These interim financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2013 [the “2013 Annual Report”].

The significant accounting policies are described in Note 2 “Significant Accounting Policies” in the Company’s 2013 Annual Report, and, except for the changes in the functional currency of Kildair as described in Note 2 “Foreign Currency” below, are the same as are used in preparing these unaudited interim consolidated financial statements.

The unaudited results of operations for the interim periods reported are not necessarily indicative of results to be expected for the full year. Demand for some of the Company’s refined petroleum products, specifically residual oil, is generally higher during the first and fourth quarters of the calendar year and demand for asphalt is generally higher during the second and third quarters of the calendar year which may result in significant fluctuations in the Company’s quarterly operating results.

 

6


Sprague International Properties LLC

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

[In thousands of U.S. dollars]

Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and the reported revenues and expenses in the statement of operations. Actual results could differ from those estimates. Among the estimates made by management are impairment of non-financial assets, the fair value measurement of derivative assets and liabilities, environmental and legal obligations and income taxes.

New Accounting Guidance

In May 2014, the Financial Accounting Standards Board issued Accounting Standard Update [the “ASU”].2014-09, Revenue from Contracts with Customers, which revises the principles of revenue recognition from one based on the transfer of risks and rewards to when a customer obtains control of a good or service. The Company is currently evaluating the potential impact of this guidance which is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted.

In April 2014, the Financial Accounting Standards Board issued Accounting Standard Update 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This ASU revises the criteria for reporting discontinued operations and requires additional disclosures, both for discontinued operations and for individually significant dispositions and assets classified as held for sale not qualifying as discontinued operations. The Company has early adopted this guidance on a prospective basis. The adoption did not have a material impact on the Company’s consolidated interim financial statements.

2. FOREIGN CURRENCY

Functional Currency

On January 1, 2014, the Company changed the functional currency of Kildair from the Canadian Dollar to the U.S. Dollar as a result of performing a review of the appropriateness of the status of the functional currency for this subsidiary. The functional currency of the Company’s other Canadian subsidiaries (Wintergreen and Transit) remains the Canadian Dollar. The Company’s reporting currency is the U.S. dollar.

In accordance with ASC-830 “Foreign Currency matters”, the Company translated Kildair’s assets and liabilities as at January 1, 2014, were translated into US dollars using the exchange rate in effect on that date and equity transactions were translated at historical rates. As the change took place prospectively on the first day of the fiscal year, there was no income statement or cash flow translation required.

 

7


Sprague International Properties LLC

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

[In thousands of U.S. dollars]

For comparative purposes, historical financial statements have been restated in US dollars using the current rate method. Under this method, assets and liabilities were translated at the closing rate in effect at the end of these periods, revenues, expenses and cash flows were translated at the average rates in effect for these periods and equity transactions are translated at historical rates. Any exchange differences resulting from the translation are included in accumulated other comprehensive income (loss) presented in member’s equity.

A summary of the changes in accumulated other comprehensive income (loss) and in member’s equity related to foreign currency translations for the nine months ended September 30, 2014 is as follow:

 

     Accumulated
other
comprehensive
(income) loss
     Member’s
equity
 
     $      $  

Balance as at December 31, 2013

     (8,283      67,700   

Impact of change in functional currency – effective January 1, 2014

     5,930         (5,930

Reversal of cumulative translation balance of Kildair as at January 1, 2014

     11,746         (11,746

Foreign currency translation adjustment

     (561      —     

Net income

     —           1,352   
  

 

 

    

 

 

 

Balance as at September 30, 2014

  8,832      51,376   
  

 

 

    

 

 

 

3. INVENTORIES

 

     September 30,      December 31,  
     2014      2013  
     $      $  

Oil

     37,663         69,323   

Asphalt

     19,920         19,141   

Other

     526         564   
  

 

 

    

 

 

 
  58,109      89,028   
  

 

 

    

 

 

 

As of September 30, 2014 and December 31, 2013 an amount of $1,482 and $767 respectively, has been recorded to write-down inventory to its net realizable value due to the fluctuation of commodities market value. These charges are included in cost of sales in the unaudited consolidated statement of operations and member’s equity.

 

8


Sprague International Properties LLC

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

[In thousands of U.S. dollars]

4. CREDIT FACILITY

The Company utilizes a credit facility in order to finance its operations, consisting of a working capital facility and term loan facility for a total amount of $210,000 [$120,000 of working capital facility and $90,000 of term loan] or the equivalent amount in Canadian dollars. The facility is secured by all of the assets of the Company, and companies under common control. The amount used as of September 30, 2014 is $117,150, with $34,150 of working capital loans and $83,000 of term loan [note 7]. The amount used as of December 31, 2013 is $112,282, with $44,282 of working capital loans and $68,000 of term loan. The loans under the facility bear interest at either Prime / Base Rate plus a spread based on utilization and Canadian Dealer Offered Rate [“CDOR”] / Eurodollar rates plus a spread and matures in April 2015. The effective Canadian dollar borrowing rate is 4.75% at September 30, 2014 and December 31, 2013. The effective US dollar borrowing rate is 4.39% and 5.14% at September 30, 2014 and December 31, 2013, respectively.

The terms of the credit facility impose financial covenants including a minimum consolidated net working capital, a minimum consolidated fixed charge coverage ratio, a maximum consolidated secured leverage ratio, a limit in capital expenses and a maximum net position for products consisting of fuel, light and heavy oil. Furthermore, none of the companies in the Group can pay dividends, if this payment places them in default on any of the aforementioned covenants. As at September 30, 2014 and December 31, 2013, the Company was in compliance with its financial covenants.

5. LOAN FROM PARENT COMPANY

On October 27, 2013, the Company entered into a loan agreement with the Parent for an amount of $17,500. This loan bears interest at 1-month Libor rate plus 5.75%, corresponding to 5,91% as of September 30, 2014 [5.92% as of December 31, 2013], and is repayable in full on October 31, 2015.

Also on October 29, 2013, the Company entered into another loan agreement with the Parent for an amount of $3,804. The loan is due on October 29, 2015 and bears interest at 10% per annum which is payable at maturity.

6. OTHER LIABILITIES

Other liabilities consist of an environmental abatement obligation which is undiscounted and relates to an agreement that was assumed as part of the acquisition of an oil terminal in New Bedford, Massachusetts in 2005. Based on the agreement, the Company is obligated to perform certain environmental abatement activities on or before December 28, 2017. This liability was not transferred to Sprague Resources LP in connection with the sale transaction as described in Note 10 – Subsequent Events.

 

9


Sprague International Properties LLC

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

[In thousands of U.S. dollars]

7. LONG-TERM DEBT

 

     September 30,      December 31,  
     2014      2013  
     $      $  

Term loan in the original amount of $90,000 bearing interest at Libor rate plus 4.75% corresponding to 4.91% as of September 30, 2014 [4.92% as of December 31, 2013], no capital payable on a monthly basis, maturing in April 2015[note 4]

     83,000         68,000   

Note payable, fixed rate of 4.93%, payable in monthly installments of CAD$12, capital and interest, guaranteed by a chattel mortgage on vehicles, maturing in February 2018

     489         604   

Note payable, fixed rate of 4.30%, payable in monthly installments of CAD$10, capital and interest, guaranteed by a chattel mortgage on vehicles, maturing in September 2018

     389         —     

Other notes payable

     38         114   
  

 

 

    

 

 

 

Total loan and notes payable

  83,916      68,718   
  

 

 

    

 

 

 

Obligations under capital leases, all bearing fixed interest rates between 3.67% and 4.55% as at September 30, 2014 and December 31, 2013, maturing from July 2016 to February 2019, secured by the related property, plant and equipment.

  1,776      1,807   

Obligation under capital lease, variable rate of cost of funds plus 2.25% corresponding to 3.97% as of September 30, 2014 and December 31, 2013 payable in monthly installments of CAD$10, capital and interest, guaranteed by a chattel mortgage on vehicles, maturing in September 2017.

  391      487   
  

 

 

    

 

 

 

Total capital lease contracts

  2,167      2,294   
  

 

 

    

 

 

 

Total long-term debt

  86,083      71,012   

Less: current portion of long-term debt

  83,911      726   
  

 

 

    

 

 

 
  2,172      70,286   
  

 

 

    

 

 

 

Required debt repayments as of September 30, 2014 are yearly as follows:

 

     Loan and
notes
payable
    

Capital

lease

     Total  
     $      $      $  

2015

     83,261         736         83,997   

2016

     233         828         1,061   

2017

     245         541         786   

2018

     177         200         377   

2019

     —           33         33   
  

 

 

    

 

 

    

 

 

 
  83,916      2,338      86,254   
  

 

 

    

 

 

    

 

 

 

The Company has financed certain equipment by entering into capital leasing arrangements.

 

10


Sprague International Properties LLC

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

[In thousands of U.S. dollars]

Capital lease repayments as of September 30, 2014 are due as follows:

 

     $  

Total minimum lease payments.

     2,338   

Less amount representing interest

     (171
  

 

 

 

Present value of minimum capital lease payments

  2,167   

Less current portion of obligations under capital lease

  (650
  

 

 

 
  1,517   
  

 

 

 

8. COMMITMENTS AND CONTINGENCIES

As at September 30, 2014 and December 31, 2013, the Company has the following commitments to buy and sell quantities of fuel oil and asphalt according to the following information:

 

     September 30,      December 31,  
     2014      2013  
     $      $  

Sell at fixed price

     

Oil [number of barrels]

     7,925         36,455   

Selling price [$ per barrel]

     104.84         107.24   

Asphalt [number of barrels]

     22,140         25,506   

Selling price [$ per barrel]

     111.52 to 114.03         84.12 to 100.95   

Purchase at fixed price

     

Oil [number of barrels]

     529         58,085   

Selling price [$ per barrel]

     88.46         86.59 to 95.00   

Asphalt [number of barrels]

     15,129         19,391   

Selling price [$ per barrel]

     112.24 to 117.39         84.12 to 85.00   

Operating leases

The Company incurred aggregate rent expense under its operating leases of approximately $1,290 and $467 for the nine months period ended September 30, 2014 and 2013, respectively. The Company’s most significant leases are rail-cars. In the normal course of trade, the Company enters into sub-lease agreement relatively to its rail-cars. The revenue under the rail-cars leases was $4,598 and $2,162 for the nine months period ended September 30, 2014 and 2013.

 

11


Sprague International Properties LLC

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

[In thousands of U.S. dollars]

Future minimum rental yearly payments and revenues under the rail-cars non-cancellable leases consisted of the following at September 30, 2014:

 

     Lease
payments
     Revenue from
subleases
     Net  
     $      $      $  

2014

     739         1,544         (805

2015

     2,812         607         2,205   

2016

     2,811         325         2,486   

2017

     2,671         —           2,671   

2018

     2,379         —           2,379   

2019

     1,147         —           1,147   
  

 

 

    

 

 

    

 

 

 
  12,559      2,476      10,083   
  

 

 

    

 

 

    

 

 

 

Legal, environmental and other proceedings

The Company is involved in various lawsuits, other proceedings and environmental matters, all of which arose in the normal course of business. The Company believes, based upon its examination of currently available information, its experience to date, and advice from legal counsel, that the individual and aggregate liabilities resulting from the ultimate resolution of these contingent matters will not have a material adverse impact on the Company’s consolidated results of operations, financial position or cash flows. The Company maintains insurance coverage and deductibles that it believes are reasonable and prudent. However, the Company cannot assure that this insurance will be adequate to protect it from all material expenses related to potential future claims, or that these levels of insurance will be available in the future at economical prices.

9. FINANCIAL INSTRUMENTS

Valuation methods and assumptions

Due to their short-term nature, carrying amounts reported in the consolidated balance sheet for cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities, account payable to an affiliate and loan from parent company approximate their respective fair value. The carrying amount reported in the consolidated balance sheet for the credit facility and the long-term debt approximates its respective fair value.

 

12


Sprague International Properties LLC

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

[In thousands of U.S. dollars]

Commodity derivatives

The Company may utilize derivative instruments consisting of futures contracts, swaps, options and other derivatives individually or in combination, to mitigate its exposure to fluctuations in prices of refined petroleum products. On a limited basis and within the Company’s risk management guidelines, the Company utilizes futures contracts, forward contracts, swaps, options and other derivatives to generate profits from changes in market prices. The Company invests in futures and over-the-counter [“OTC”] transactions either on regulated exchanges or in the OTC market. Futures contracts are exchange-traded contractual commitments to either receive or deliver a standard amount or value of a commodity at a specified future date and price, with some futures contracts based on cash settlement rather than a delivery requirement. Futures exchanges typically require investors to provide margin deposits as security. OTC contracts, which may or may not require margin deposits as security, involve parties that have agreed either to exchange cash payments or deliver or receive the underlying commodity at a specified future date and price.

The Company posts initial margin with futures transaction brokers, along with variation margin, which is paid or received on a daily basis, and is included in other current assets in the consolidated balance sheet. In addition, the Company may either pay or receive margin based upon exposure with counterparties. Payments made by the Company are included in other current assets, whereas payments received by the Company are included in accrued liabilities in the consolidated balance sheet. Substantially all of the Company’s commodity derivative contracts outstanding as of September 30, 2014 will settle prior to December 31, 2014.

The Company determines fair value in accordance with Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures” which established a hierarchy for the inputs used to measure the fair value of financial assets and liabilities based on the source of the input, which generally range from quoted prices for identical instruments in a principal trading market (Level 1) to estimates determined using significant unobservable inputs (Level 3). Multiple inputs may be used to measure fair value; however, the level of fair value is based on the lowest significant input level within this fair value hierarchy. Details on the methods and assumptions used to determine the fair values are as follows:

Fair value measurements based on Level 1 inputs: Measurements that are most observable and are based on quoted prices of identical instruments obtained from the principal markets in which they are traded. Closing prices are both readily available and representative of fair value. Market transactions occur with sufficient frequency and volume to assure liquidity.

Fair value measurements based on Level 2 inputs: Measurements that are derived indirectly from observable inputs or from quoted prices from markets that are less liquid. Measurements based on Level 2 inputs include over-the-counter derivative instruments that are priced on an exchange traded curve, but have contractual terms that are not identical to exchange traded contracts. The Partnership utilizes fair value measurements based on Level 2 inputs for its fixed forward contracts, over-the-counter commodity price swaps and interest rate swaps.

 

13


Sprague International Properties LLC

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

[In thousands of U.S. dollars]

Fair value measurements based on Level 3 inputs: Measurements that are least observable are estimated from significant unobservable inputs determined from sources with little or no market activity for comparable contracts or for positions with longer durations.

The Company does not offset fair value amounts recognized for the right to reclaim cash collateral (a receivable) or the obligation to return cash collateral (a payable) against the fair value of derivative instruments executed with the same counterparty. The Company had no right to reclaim or obligation to return cash collateral as of September 30, 2014.

The following table presents all financial assets and financial liabilities of the Company measured at fair value on a recurring basis as of September 30, 2014 and December 31, 2013:

 

     Fair value
measurement
    

Quoted prices in
active markets

Level 1

    

Significant other
observable
inputs

Level 2

    

Significant
Unobservable
inputs

Level 3

 
     $      $      $      $  

As of September 30, 2014

           

Financial assets

           

Commodity derivatives

     1,477         —           1,477         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Financial liabilities

Commodity derivatives

  —        —        —        —     
  

 

 

    

 

 

    

 

 

    

 

 

 

As of December 31, 2013

Financial assets

Commodity derivatives

  152      —        152      —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Financial liabilities

Commodity derivatives

  1,553      —        1,553      —     
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company recognized $8,821 and $751 of realized and unrealized losses on derivative instruments utilized for commodity risk management purposes for the nine months ended September 30, 2014 and 2013, respectively. Such amounts are included in cost of sale in the consolidated statement of operations.

Financial risks

The Company is exposed to various financial risks through transactions in financial instruments. The following provides helpful information in assessing the extent of the Company’s exposure to these risks.

 

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Sprague International Properties LLC

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

[In thousands of U.S. dollars]

Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. One of the Company’s credit risks relates to its trade receivables. To mitigate this risk, the Company carries out credit evaluations of its customers’ financial position and in some instances requires collateral from them. At September 30, 2014 three customers represented approximately 10%, 15% and 17% of trade accounts receivable respectively [2013 – one customer represented 14%] and two customers represented 13% and 11% respectively of sales [2013 – one customer represented 34% of total sales].

The Company is also exposed to a counterparty credit risk inherent in its commodity forward contracts and foreign currency forward contracts. In all contracts, the counterparty is a Canadian chartered bank and the Company has assessed these risks as minimal. The Company considers that the counterparty credit risk related to commodity forward contracts and foreign currency forward contracts is minimal as a result of the mechanisms put in place by futures exchange institution in its role as intermediary between the contracting parties.

Currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Although the financial currency of the main operating subsidiaries is the US dollars, a portion of the Company’s operations is denominated in Canadian dollars and as a result, some financial assets are exposed to foreign exchange fluctuations. Gains or losses resulting from foreign currency exchange are recorded in foreign exchange (gain) loss on the unaudited consolidated statements of operations and member’s equity.

The following table shows in detail the Company’s assets and liabilities denominated in Canadian dollars as of September 30, 2014:

 

     September 30,
2014

$ CAD
 

Cash and cash equivalents

     1,665   

Accounts receivable

     30,254   

Income taxes receivable

     49   

Credit facility

     4,606   

Accounts payable and accrued liabilities

     5,088   

Long-term debt

     3,169   

 

15


Sprague International Properties LLC

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

[In thousands of U.S. dollars]

The result of a gain (loss) arising from the translation of the financial statements of foreign operations resulting from the appreciation (depreciation) of the US currency versus the Canadian currency is included in the comprehensive income (loss).

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to interest risk is summarized as follows:

 

Cash and cash equivalents

  Variable interest rate   

Restricted cash

  No interest   

Accounts receivable

  No interest   

Credit facility

  See note 4   

Accounts payable and accrued liabilities

  No interest   

Long-term debt

  See note 7   

Advance from parent company

  See note 5   

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company is exposed to this risk mainly in respect of its credit facility, accounts payable and accrued liabilities, derivative financial instruments, long-term debt agreements and advances from parent company.

Other price risk

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices other than those arising from interest rate risk or currency risk, whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market. The Company is exposed to other price risk through its commodity forward contracts on petroleum products. Active integrated management of this risk aims to limit its impact on operating results so that sensitivity to this risk, once mitigated, is at an acceptable level.

 

16


Sprague International Properties LLC

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

[In thousands of U.S. dollars]

In order to partially manage its exposure to fluctuations in petroleum prices, the Company concluded commodity forward contracts as a hedge against oil sales and purchase prices. As of September 30, 2014 and December 31, 2013, the commodity forward contracts are:

 

     September 30, 2014  

Selling commodity forward contracts [number of barrels]

     350,000   

Selling price [$ per barrel]

   $ 84.30 to $93.90   

Maturity date

     October 2014   
     December 31, 2013  

Selling commodity forward contracts [number of barrels]

     725,000   

Selling price [$ per barrel]

   $ 89.80 to $95.15   

Maturity date

     January to February 2014   

The fair value of these commodity forward contracts reflects the estimated amounts that the Company would receive from settlements of favorable contracts or that it would be required to pay to cancel unfavorable contracts at the balance sheet date. As at September 30, 2013, the fair values in the event of a settlement are $1,477 favorable. As at December 31, 2013, the fair values in the event of a settlement are $152 favorable and $1,553 unfavorable.

 

10. SUBSEQUENT EVENT

On December 9, 2014, the Company sold 100% of its interests in Sprague Canadian Properties, LLC, which directly owned Kildair, to Sprague Resources LP in exchange for total consideration of $175 million [$165 million in cash and approximately $10 million in unregistered common units of Sprague Resources LP]. Of the cash consideration approximately $108,335 was used by the Company to repay third party and related party debt.

On December 9, 2014, the Company repaid a loan held by the Parent in the amount of $3,804.

 

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