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Exhibit 99.2
INDEX TO FINANCIAL STATEMENTS
Audited Consolidated Financial Statements of OmniSource | | |
| Report of Independent Registered Public Accounting Firm—KPMG LLP | | |
| Report of Independent Auditors—Ernst & Young LLP | | |
| Consolidated Balance Sheets as of September 30, 2006 and 2005 | | F-2 |
| Consolidated Statements of Income for the Years Ended September 30, 2006, 2005 and 2004 | | F-4 |
| Consolidated Statements of Cash Flows for the Years Ended September 30, 2006, 2005 and 2004 | | F-5 |
| Consolidated Statement of Changes in Shareholders' Equity and Common Stock Subject to Redemption for the Year Ended September 30, 2006 | | F-6 |
| Notes to Consolidated Financial Statements | | F-7 |
Unaudited Consolidated Financial Statements of OmniSource | | |
| Consolidated Balance Sheet as of June 30, 2007 | | F-17 |
| Consolidated Statements of Income for the Nine Months Ended June 30, 2007 and 2006 | | F-18 |
| Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2007 and 2006 | | F-19 |
| Notes to Consolidated Financial Statements | | F-20 |
F-1
OmniSource Corporation
Consolidated Balance Sheets
| | September 30,
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| | 2006
| | 2005
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Assets | | | | | | |
Current assets: | | | | | | |
| Cash and cash equivalents | | $ | 12,753,087 | | $ | 6,340,968 |
| Notes receivable | | | 906,728 | | | 1,144,226 |
| Accounts receivable: | | | | | | |
| | Trade—net | | | 327,829,204 | | | 262,427,171 |
| | Affiliates | | | 1,953,821 | | | 9,858,185 |
| Inventories | | | 117,913,291 | | | 71,715,834 |
| Spare parts, supplies, and other | | | 21,229,195 | | | 15,668,261 |
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Total current assets | | | 482,585,326 | | | 367,154,645 |
Investments | | | 40,989,634 | | | 36,895,374 |
Notes receivable | | | 472,916 | | | 398,534 |
Goodwill | | | 57,730,755 | | | 35,101,260 |
Other assets | | | 6,164,678 | | | 6,728,465 |
Property and equipment—net | | | 143,200,583 | | | 127,677,210 |
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| | $ | 731,143,892 | | $ | 573,955,488 |
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See accompanying notes to consolidated financial statements.
F-2
OmniSource Corporation
Consolidated Balance Sheets
| | September 30,
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| | 2006
| | 2005
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Liabilities and stockholders' equity | | | | | | | |
Current liabilities: | | | | | | | |
| Accounts payable: | | | | | | | |
| | Trade | | $ | 191,092,352 | | $ | 149,154,589 | |
| | Affiliates | | | 6,435,461 | | | 9,693,629 | |
| Payable to employees and affiliates | | | 21,333,998 | | | 20,868,581 | |
| Accrued expenses: | | | | | | | |
| | Compensation and benefits | | | 33,575,509 | | | 25,921,132 | |
| | Other | | | 19,275,182 | | | 13,054,607 | |
| Current portion of long-term debt | | | 27,264,600 | | | 3,596,457 | |
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| |
| |
Total current liabilities | | | 298,977,102 | | | 222,288,995 | |
Noncurrent liabilities: | | | | | | | |
| Long-term debt, less current portion | | | 134,938,055 | | | 121,598,206 | |
| Other | | | 2,964,128 | | | 2,998,340 | |
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Total noncurrent liabilities | | | 137,902,183 | | | 124,596,546 | |
Minority interest | | | 7,285,900 | | | — | |
Stockholders' equity: | | | | | | | |
| Common stock, no par value in 2006 and $0.01 par value in 2005 | | | | | | | |
| | Authorized—3,000,000 voting shares and 27,000,000 non voting shares in 2006 and 25,000,000 shares in 2005 | | | | | | | |
| | Issued—271,743 voting shares and 2,445,687 non voting shares in 2006 and 19,972,227 shares in 2005 | | | 3,968,740 | | | 199,722 | |
| Additional paid-in capital | | | — | | | 6,282,278 | |
| Retained earnings | | | 283,009,967 | | | 231,577,633 | |
| Treasury stock—at cost—7,322,226 shares in 2005 | | | — | | | (10,989,686 | ) |
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Total stockholders' equity | | | 286,978,707 | | | 227,069,947 | |
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| | $ | 731,143,892 | | $ | 573,955,488 | |
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See accompanying notes to consolidated financial statements.
F-3
OmniSource Corporation
Consolidated Statements of Income
| | Year Ended September 30,
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| | 2006
| | 2005
| | 2004
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Revenues | | $ | 2,254,765,138 | | $ | 1,985,861,159 | | $ | 1,802,633,880 | |
Expenses: | | | | | | | | | | |
| Materials | | | 1,907,346,335 | | | 1,707,606,429 | | | 1,509,538,939 | |
| Operating | | | 154,711,257 | | | 135,995,104 | | | 124,608,756 | |
| Selling, general, and administrative | | | 92,761,434 | | | 75,954,073 | | | 74,355,887 | |
| (Gain) loss on disposal of property and equipment | | | (12,035,885 | ) | | (890,707 | ) | | 785,941 | |
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| | | 2,142,783,141 | | | 1,918,664,899 | | | 1,709,289,523 | |
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Operating income | | | 111,981,997 | | | 67,196,260 | | | 93,344,357 | |
Other income (expenses): | | | | | | | | | | |
| Earnings from investments | | | 17,806,940 | | | 16,282,514 | | | 8,083,914 | |
| Minority interest | | | (2,412,104 | ) | | — | | | — | |
| Loss on disposition of investments | | | — | | | — | | | (54,871 | ) |
| Unrealized gain on interest rate swap | | | — | | | 674,095 | | | 949,476 | |
| Interest expense—net | | | (11,113,906 | ) | | (8,640,419 | ) | | (6,092,156 | ) |
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| | | 4,280,930 | | | 8,316,190 | | | 2,886,363 | |
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Income before income taxes | | | 116,262,927 | | | 75,512,450 | | | 96,230,720 | |
Provision for income taxes | | | 7,010,000 | | | 840,000 | | | 626,734 | |
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Net income | | $ | 109,252,927 | | $ | 74,672,450 | | $ | 95,603,986 | |
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See accompanying notes to consolidated financial statements.
F-4
OmniSource Corporation
Consolidated Statements of Cash Flows
| | Year Ended September 30,
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| | 2006
| | 2005
| | 2004
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Operating activities | | | | | | | | | | |
Net income | | $ | 109,252,927 | | $ | 74,672,450 | | $ | 95,603,986 | |
Adjustments to reconcile net income to net | | | | | | | | | | |
cash provided by operating activities: | | | | | | | | | | |
| Depreciation and amortization | | | 23,487,571 | | | 22,518,635 | | | 21,145,746 | |
| Amortization of debt issuance costs | | | 430,608 | | | 427,172 | | | 255,619 | |
| Provision for losses on accounts and notes receivable | | | 1,600,608 | | | 143,787 | | | 536,677 | |
| Earnings from investments | | | (17,806,940 | ) | | (16,282,514 | ) | | (8,083,914 | ) |
| Cash distributions received from investments | | | 10,849,361 | | | 12,697,228 | | | 2,238,040 | |
| (Gain) loss on disposal of property and equipment | | | (12,035,885 | ) | | (890,707 | ) | | 785,941 | |
| Minority interest in net income of consolidated subsidiaries | | | 2,412,104 | | | — | | | — | |
| Loss on sale of investments | | | — | | | — | | | 54,871 | |
| Increase in cash value of life insurance—net | | | (141,664 | ) | | (148,708 | ) | | (157,590 | ) |
| Changes in operating assets and liabilities: | | | | | | | | | | |
| | Accounts receivable | | | (34,204,816 | ) | | 1,906,659 | | | (122,394,640 | ) |
| | Inventories | | | (41,101,053 | ) | | 8,404,312 | | | (28,749,892 | ) |
| | Other assets | | | (5,080,504 | ) | | (4,824,645 | ) | | (1,458,454 | ) |
| | Accounts payable | | | 25,778,300 | | | (8,266,241 | ) | | 69,411,179 | |
| | Accrued expenses and other noncurrent liabilities | | | 12,264,787 | | | (3,385,812 | ) | | 19,166,094 | |
| |
| |
| |
| |
Net cash provided by operating activities | | | 75,705,404 | | | 86,971,616 | | | 48,353,663 | |
Investing activities | | | | | | | | | | |
Acquisitions—net of cash acquired | | | (44,170,590 | ) | | — | | | (22,800,513 | ) |
Purchases of land, buildings, and equipment | | | (25,023,940 | ) | | (47,312,714 | ) | | (30,293,724 | ) |
Proceeds from disposal of property and equipment | | | 28,232,395 | | | 5,795,817 | | | 9,095,661 | |
Purchases of investments | | | (1,437,800 | ) | | (648,215 | ) | | (22,388,307 | ) |
Payments received on notes receivable—net | | | 163,117 | | | 760,235 | | | 726,881 | |
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| |
| |
| |
Net cash used in investing activities | | | (42,236,818 | ) | | (41,404,877 | ) | | (65,660,002 | ) |
Financing activities | | | | | | | | | | |
Net proceeds from (principal payments on) revolving line of credit | | | 24,000,000 | | | (12,000,000 | ) | | 46,000,000 | |
Proceeds from long term debt | | | — | | | — | | | 1,445,918 | |
Principal payments on long term debt | | | (4,213,409 | ) | | (1,249,577 | ) | | (107,315 | ) |
Net proceeds from payables to employee and affiliates | | | 465,417 | | | 4,145,375 | | | 6,407,769 | |
Change in checks not presented | | | 2,035,692 | | | 11,116,644 | | | (10,612,932 | ) |
Dividend payments to stockholders | | | (39,344,147 | ) | | (48,155,904 | ) | | (35,259,671 | ) |
Payments received on notes receivable from stockholders | | | — | | | — | | | 12,987,179 | |
Purchase of treasury stock | | | (10,000,020 | ) | | — | | | (2,700,000 | ) |
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Net cash provided by (used in) financing activities | | | (27,056,467 | ) | | (46,143,462 | ) | | 18,160,948 | |
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| |
Increase in cash and cash equivalents | | | 6,412,119 | | | (576,723 | ) | | 854,609 | |
Cash and cash equivalents at beginning of year | | | 6,340,968 | | | 6,917,691 | | | 6,063,082 | |
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| |
Cash and cash equivalents at end of year | | $ | 12,753,087 | | $ | 6,340,968 | | $ | 6,917,691 | |
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Supplemental disclosures | | | | | | | | | | |
Cash paid for interest | | $ | 11,386,787 | | $ | 9,377,498 | | $ | 6,807,862 | |
Cash paid for income taxes | | | 2,729,792 | | | 925,260 | | | 592,661 | |
See accompanying notes to consolidated financial statements.
F-5
OmniSource Corporation
Consolidated Statement of Changes in Stockholders' Equity and Common Stock Subject to Redemption
| | Stockholders' Equity
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| | Common Stock Subject to Redemption
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| | Common Stock
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| | Treasury Stock
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| | Notes Receivable From Stockholders
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| | Shares Issued
| | Amount
| | Additional Paid-In Capital
| | Retained Earnings
| | Shares Held
| | Amount
| | Total Stockholders' Equity
| | Shares Issued
| | Amount
| |
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Balance at September 30, 2003 | | 19,972,227 | | $ | 198,623 | | $ | 3,981,789 | | $ | (12,987,179 | ) | $ | 144,716,772 | | 7,212,260 | | $ | (8,289,686 | ) | $ | 127,620,319 | | 109,966 | | $ | 2,301,588 | |
| Net income | | — | | | — | | | — | | | — | | | 95,603,986 | | — | | | — | | | 95,603,986 | | — | | | — | |
| Payments received on notes receivable from stockholders | | — | | | — | | | — | | | 12,987,179 | | | — | | — | | | — | | | 12,987,179 | | — | | | — | |
| Dividend payments to stockholders | | — | | | — | | | — | | | — | | | (35,259,671 | ) | — | | | — | | | (35,259,671 | ) | — | | | — | |
| Redemption of common stock | | — | | | 1,099 | | | 2,300,489 | | | — | | | — | | 109,966 | | | (2,700,000 | ) | | (398,412 | ) | (109,966 | ) | | (2,301,588 | ) |
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Balance at September 30, 2004 | | 19,972,227 | | | 199,722 | | | 6,282,278 | | | — | | | 205,061,087 | | 7,322,226 | | | (10,989,686 | ) | | 200,553,401 | | — | | | — | |
| Net income | | — | | | — | | | — | | | — | | | 74,672,450 | | — | | | — | | | 74,672,450 | | — | | | — | |
| Dividend payments to stockholders | | — | | | — | | | — | | | — | | | (48,155,904 | ) | — | | | — | | | (48,155,904 | ) | — | | | — | |
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Balance at September 30, 2005 | | 19,972,227 | | | 199,722 | | | 6,282,278 | | | — | | | 231,577,633 | | 7,322,226 | | | (10,989,686 | ) | | 227,069,947 | | — | | | — | |
| Net income | | — | | | — | | | — | | | — | | | 109,252,927 | | — | | | — | | | 109,252,927 | | — | | | — | |
| Dividend payments to stockholders | | — | | | — | | | — | | | — | | | (39,344,147 | ) | — | | | — | | | (39,344,147 | ) | — | | | — | |
| Purchase of treasury stock | | — | | | — | | | — | | | — | | | — | | 421,586 | | | (10,000,020 | ) | | (10,000,020 | ) | — | | | — | |
| Restructure common stock | | (17,254,797 | ) | | 3,769,018 | | | (6,282,278 | ) | | — | | | (18,476,446 | ) | (7,743,812 | ) | | 20,989,706 | | | — | | — | | | — | |
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Balance at September 30, 2006 | | 2,717,430 | | $ | 3,968,740 | | $ | — | | $ | — | | $ | 283,009,967 | | — | | $ | — | | $ | 286,978,707 | | — | | $ | — | |
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See accompanying notes to consolidated financial statements.
F-6
OMNISOURCE CORPORATION
Notes to Consolidated Financial Statements
September 30, 2006, 2005 and 2004
(1) Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of OmniSource Corporation and its wholly and majority owned or controlled subsidiaries (the Company). The equity interests in these majority owned or controlled subsidiaries owned by outside investors are reflected as minority interest in the consolidated financial statements. Intercompany accounts and transactions have been eliminated.
Company's Business
The Company, headquartered in Fort Wayne, Indiana, is a leading collector, processor, and broker of scrap metal in North America. The Company operates over 30 scrap processing, collection, and scrap management facilities in the Midwest, brokerage offices in Indiana, Ohio, Georgia, Missouri, and Ontario, an aluminum smelting operation in Indiana, and has investments in various joint ventures and closely-held companies that process ferrous and non-ferrous scrap.
In 2006 and 2005, no single customer comprised a significant amount of total revenues or accounts receivable. In 2004, sales to Steel Dynamics, Inc. comprised 20% of total revenues.
Approximately 20% of the Company's workforce is subject to collective bargaining agreements. Of the workforce represented by the collective bargaining agreements, approximately 54% are working under contracts that expire prior to September 2007.
Revenue Recognition
Sales of processed products are recognized when the products are shipped. Sales relating to brokerage operations are recognized upon the receipt of the materials by the customer.
Cash and Cash Equivalents
Cash and cash equivalents consist of highly liquid investments with a maturity date of three months or less when purchased.
Inventories
Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out (FIFO) method.
Investments
Investments in joint ventures and closely-held companies in which the Company's ownership is between 20% and 50%, and for which the Company does not have effective control, are carried on the equity basis. Investments in closely-held companies in which the Company does not exercise control and its ownership is less than 20% are carried at cost.
In June 2004, the Company purchased a 50% ownership interest in Carolinas Recycling Group, LLC (CRG), a collector and processor of scrap metal headquartered in Spartanburg, South Carolina, for $20,781,250 in cash, which was funded through the Company's credit facility and $1,093,750 in notes
F-7
payable due May 2005. At September 30, 2006 and 2005, the Company's investment in the joint venture was approximately $39,661,000 and $30,672,000, respectively.
Beginning June 2007 through June 2009, the Company can require the partners holding the remaining 50% interest in CRG (the Partners), under certain limited defined circumstances, to sell their ownership interests to the Company at fair value, as defined. In 2009 and every other year thereafter, the Partners can, at their option, require the Company to purchase their ownership interest at fair value, as defined. In 2010 and every other year thereafter, the Company can require the Partners to sell their ownership interests to the Company at fair value, as defined. In addition, the Company and Partners may be required to make capital contributions, in proportion to their respective financial interests, in certain situations such as default under CRG's credit agreement and periods of negative cash flow, as defined.
The following table represents summarized financial information of the Company's investments:
| | September 30,
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| | 2006
| | 2005
|
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Net income | | $ | 36,679,000 | | $ | 36,476,000 |
Total assets | | | 123,276,000 | | | 115,104,000 |
Total liabilities | | | 75,503,000 | | | 69,926,000 |
Derivatives
The Company uses commodity futures contracts and used an interest rate swap agreement to manage its exposure to commodities and interest rate fluctuations. The Company enters into commodity futures contracts to minimize risk of price fluctuations in connection with certain of its inventories and product sale and purchase commitments.
The Company had an interest rate swap agreement in notional amount of $20 million, which converted variable rate Eurodollar obligations to fixed rate obligations with an effective interest rate of 5.77%. The swap matured in September 2005.
The Company's commodity futures contracts and interest rate swap agreement do not qualify for hedge accounting under SFAS No. 133,Accounting for Derivative Instruments and Hedging Activities, and therefore are adjusted to fair value through income. In 2006, 2005, and 2004, the Company recorded unrealized net gains of $7,119,613, $2,456,877, and $1,235,035, respectively, in material expense related to commodity futures contracts. Also, in 2005, and 2004, the Company recorded an unrealized net gain of $674,095, and $949,476, respectively, in other income (expense) related to the interest rate swap.
Property and Equipment
Property and equipment are recorded at cost and include interest on funds borrowed to finance construction. Provisions for depreciation are computed on the straight-line method over the estimated useful lives, ranging from 10 to 40 years for buildings and improvements and 3 to 15 years for equipment. Repairs and maintenance are expensed as incurred. Gains and losses on the disposal of property and equipment are included in selling, general, and administrative expenses.
F-8
Long Lived Assets
Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less then the assets' carrying value. If impairment has occurred, an impairment loss would be recognized for the excess of the carrying value over the fair value of the assets, less any costs of disposal. Long-lived assets to be disposed of other than by sale are considered held and used until disposed.
Financial Instruments
Financial instruments for which their carrying value approximates fair value consist of cash and cash equivalents, accounts and notes receivable, investments, accounts payable, and long-term debt. The Company included the fair value of commodity futures of $10,931,000 and $3,812,000 in other current assets at September 30, 2006 and 2005, respectively.
Goodwill and Other Intangibles
Under the provisions of SFAS No. 142,Goodwill and Other Intangible Assets, goodwill and other intangible assets with an indefinite life are not amortized, but instead are tested for impairment at least annually, or more often if events or circumstances, such as adverse changes in the business climate indicate that there may be impairment. Intangible assets that have finite useful lives are amortized over their useful lives, which range from 3 to 15 years. Based on the Company's review, no impairment charges have been recorded.
The following table summarizes the activity in goodwill for the year ended September 30, 2006:
Goodwill at October 1, 2005 | | $ | 35,101,260 | |
Acquisitions | | | 25,929,959 | |
Dispositions | | | (3,300,464 | ) |
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Goodwill at September 30, 2006 | | $ | 57,730,755 | |
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The gross carrying value of other intangibles, which are included in other assets, is $1,963,000 and $1,967,000 at September 30, 2006 and 2005, respectively. Other intangibles are stated net of accumulated amortization of $1,537,000 and $1,380,000 at September 30, 2006 and 2005, respectively. Amortization of intangible assets, which is included in selling, general, and administrative expenses, was $260,000, $188,000, and $190,000 for the years ended September 30, 2006, 2005, and 2004, respectively.
Estimated amortization expense for the years ending September 30 is as follows:
2007 | | $ | 221,000 |
2008 | | | 48,000 |
2009 | | | 23,000 |
2010 | | | 18,000 |
2011 | | | 18,000 |
F-9
Use of Estimates
Preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Reclassifications
Certain amounts in the 2005 and 2004 financial statements have been reclassified to conform with the 2006 presentation. These reclassifications had no effect on net income as previously reported.
(2) Business Combinations
In March 2006, the Company acquired certain assets and liabilities of a scrap operation in Indianapolis, Indiana. The assets purchased consisted primarily of heavy equipment, land, buildings, accounts receivable and inventory used in the business of recycling ferrous and non-ferrous metals. Results of operations of the acquisition are included in the Company's results of operations since the date of acquisition. In conjunction with the purchase of the scrap operation, the Company increased its equity investment in an existing joint venture with facilities located in Indianapolis and Fort Wayne, Indiana (the Joint Venture). As a result, the Company's investment in the Joint Venture increased from 33.3% to 66.7% and, accordingly, the results of operations of the Joint Venture are included in the Company's results of operations since the date of the transaction. Previously, the Company's interest was recorded as an investment on an equity basis. The total purchase price was $44,170,590 in cash, which was funded through the Company's credit facility. The excess of the aggregate purchase price over the $18,240,631 fair market value of net assets acquired was recorded as goodwill, which is expected to be fully deductible for tax purposes.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed in March 2006. The initial purchase price allocations may be adjusted within one year of the purchase date for changes in estimates of the fair value of assets acquired and liabilities assumed.
Current assets | | $ | 19,536,331 |
Property and equipment | | | 5,653,108 |
Goodwill | | | 25,929,959 |
Other assets | | | 221,667 |
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Assets acquired | | | 51,341,065 |
Current liabilities | | | 6,060,475 |
Long term debt | | | 1,110,000 |
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Liabilities assumed | | | 7,170,475 |
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Cash purchase price | | $ | 44,170,590 |
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In December 2006, the Company acquired the remaining 33.3% minority owned interest in an existing joint venture with facilities located in Indianapolis and Fort Wayne, Indiana for $12,944,573 in cash, which was funded through the Company's credit facility. The excess of the aggregate purchase price over the fair value of the net assets acquired of $6,329,939 was recorded as goodwill.
F-10
In April 2006, the Company increased its equity investment in a joint venture that owns and operates aircraft for commercial charter. As a result of the increased investment, the Company has effective control of the venture. Accordingly, the results of operations of the joint venture are included in the Company's results of operations since the date of the transaction. Prior to the transaction, the Company's interest was recorded as an investment on an equity basis.
(3) Accounts Receivable
Accounts receivable consist principally of amounts due from sales to companies located throughout the United States in the following industries:
| | September 30,
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| | 2006
| | 2005
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Steel | | $ | 221,585,576 | | $ | 210,153,703 | |
Aluminum | | | 52,875,813 | | | 41,520,296 | |
Copper and brass | | | 56,469,033 | | | 20,526,394 | |
Other | | | 855,415 | | | 889,775 | |
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| | | 331,785,837 | | | 273,090,168 | |
Allowance for uncollectible accounts | | | (2,002,812 | ) | | (804,812 | ) |
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| | $ | 329,783,025 | | $ | 272,285,356 | |
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Credit is extended based on an evaluation of the customer's financial condition, and generally collateral is not required. The allowance for doubtful accounts is based on the Company's best estimate of probable credit losses in the Company's existing accounts receivable. The Company determines the allowance based on an analysis of specific customer circumstances and the Company's historical write-off experience. Account balances are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
(4) Property and Equipment
The cost and accumulated depreciation of property and equipment are as follows:
| | September 30,
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| | 2006
| | 2005
| |
---|
Land and land improvements | | $ | 18,958,574 | | $ | 17,193,091 | |
Buildings and improvements | | | 48,060,394 | | | 48,403,628 | |
Machinery and equipment | | | 167,406,518 | | | 169,879,278 | |
Transportation equipment | | | 57,378,303 | | | 41,067,697 | |
Office equipment | | | 12,950,943 | | | 13,375,511 | |
Construction in progress | | | 3,749,585 | | | 3,198,914 | |
| |
| |
| |
| | | 308,504,317 | | | 293,118,119 | |
Accumulated depreciation | | | (165,303,734 | ) | | (165,440,909 | ) |
| |
| |
| |
| | $ | 143,200,583 | | $ | 127,677,210 | |
| |
| |
| |
F-11
In May 2006, the Company disposed of certain assets located in East Chicago, Indiana. The assets sold consisted primarily of heavy equipment, land, buildings, and inventory used in the business of recycling ferrous and non-ferrous metals. The sale proceeds exceeded the Company's cost basis, resulting in the recognition of an $11,310,000 gain, which was recorded in selling, general, and administrative expenses.
(5) Income Taxes
The Company, with the consent of its stockholders, elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code effective October 1, 2001. Under those provisions, except for certain taxable items that do not pass through, stockholders are taxed directly on the Company's income. In 2006, in addition to expense for state and local taxes of $1,940,000, the Company recorded a federal and state income tax provision of $5,070,000 associated with a built-in gain on the disposal of certain assets located in East Chicago, Indiana. In 2005 and 2004, the Company recorded expense for state and local taxes of $840,000 and $626,734, respectively.
(6) Debt Arrangements
Long-term debt consisted of the following:
| | September 30,
|
---|
| | 2006
| | 2005
|
---|
Bank credit agreement | | $ | 90,000,000 | | $ | 66,000,000 |
Senior secured notes | | | 55,000,000 | | | 55,000,000 |
Subordinated/other notes payable | | | 17,202,655 | | | 4,194,663 |
| |
| |
|
| | | 162,202,655 | | | 125,194,663 |
Less current portion | | | 27,264,600 | | | 3,596,457 |
| |
| |
|
| Total long-term debt | | $ | 134,938,055 | | $ | 121,598,206 |
| |
| |
|
The Bank Credit Agreement provides for up to $170,000,000 in revolving loans, due December 2008, with the option upon acceptance by the banks, to extend for up to two additional one-year periods. The Bank Credit Agreement is collateralized by substantially all the assets of the Company and the guarantee of its subsidiaries, subject to a collateral sharing agreement.
Interest is payable monthly on amounts borrowed under the Bank Credit Agreement based on, at the election of the Company, the prime rate or Eurodollar rate plus a percentage, based on a leverage ratio as defined. The percentage ranges from 0.00% to 0.50% for prime rate borrowings and 0.75% to 1.75% on Eurodollar rate loans. The weighted-average interest rate of these borrowings at September 30, 2006 was 6.78%.
Under the Bank Credit Agreement, the Company can have standby letters of credit for up to $30,000,000 in the aggregate. At September 30, 2006, the Company had letters of credit outstanding of $2,800,000.
The terms of the Bank Credit Agreement require the Company to, among other things, maintain a certain level of consolidated net worth, as defined, and meet minimum coverage and maximum leverage ratio requirements. The Bank Credit Agreement also has restrictive covenants limiting cash dividends,
F-12
repurchase of stock, additional investments and acquisitions, additional debt, sale of assets, liens and encumbrances, transaction with affiliates, and annual rental expense.
The Bank Credit Agreement provides for a commitment fee of 0.175% to 0.300% based on a defined leverage ratio and the average daily unused portion of the revolving credit facility, less outstanding letters of credit.
The Company has $55,000,000 of Senior Secured Notes due September 2009 under a Note Purchase Agreement. Interest on the notes is due quarterly at 6.75%. The notes require principal payments of $18,333,333 in each of September 2007, 2008, and 2009, and are collateralized by substantially all the assets of the Company and the guarantee of its subsidiaries, subject to a collateral sharing agreement.
The terms of the Note Purchase Agreement require the Company to, among other things, maintain a certain level of consolidated net worth, as defined, and meet minimum coverage and maximum leverage ratio requirements. The Note Purchase Agreement also has restrictive covenants limiting disposition of stock, additional investments and acquisitions, priority debt, sale of assets, liens and encumbrances, indebtedness of subsidiaries, and transactions with affiliates.
The lenders under the Bank Credit Agreement and the Note Purchase Agreement, along with the Company, have entered into a collateral sharing agreement dated September 24, 2002.
As of September 30, 2006, the Company has guaranteed $2,854,167 of indebtedness of two of its joint ventures. The leverage ratios as defined in the Note Purchase and Bank Credit Agreements include the guarantees.
Included in subordinated and other notes payable as of September 30, 2006 is a $7,106,743 note due November 2012. Interest on the note is due monthly at the 1-month commercial paper rate plus a defined percentage. The interest rate at September 30, 2006 was 7.3%. The note requires minimum monthly payments of $59,918 with additional quarterly principal payments sufficient to amortize the unpaid principal over the balance of the note term. The note is collateralized by certain assets of the Company.
Included in subordinated and other notes payable as of September 30, 2006 is a $6,772,500 note due June 2007. Interest on the note is due monthly at the lenders prime rate plus a defined percentage. The interest rate at September 30, 2006 was 7.75%. The note requires monthly principal payments of $35,833 with the remaining principal balance due at maturity. The note is collateralized by certain assets of the Company.
Subsequent to September 30, 2006, the Company refinanced and consolidated the two notes payables of $7,106,743 and $6,772,500 due November 2012 and June 2007, respectively, into a single notes payable due October 2011. Interest on the note is due monthly at LIBOR plus a defined increment. The note requires monthly principal payments of $77,373 and is collateralized by certain assets of the Company. The interest rate at January 15, 2007 was 6.85%.
The Company has other notes payables of $3,323,412 as of September 30, 2006. The weighted-average interest rate on the notes was 5.57% as of September 30, 2006.
F-13
Included in payables to employees and affiliates is $16,837,881 of notes payable to certain stockholders, due on demand. Interest on the notes are payable monthly at the prime rate as defined. The interest rate at September 30, 2006 was 8.25%.
The Company follows the policy of capitalizing interest as a component of the cost of property and equipment constructed for its own use. In 2006, 2005 and 2004, total interest expense incurred was $11,467,320, $9,314,606, and $6,836,416, respectively, all of which was charged to interest expense.
Aggregate maturities of long-term debt by year are as follows:
2007 | | $ | 27,264,600 |
2008 | | | 19,518,829 |
2009 | | | 109,479,146 |
2010 | | | 726,329 |
2011 | | | 568,217 |
Thereafter | | | 4,645,534 |
| |
|
| | $ | 162,202,655 |
| |
|
(7) Stockholders' Equity
In May 2006, the Company purchased and placed into treasury 421,586 shares of common stock for $10,000,020.
In August 2006, pursuant to an Amendment of the Articles of Incorporation (the Amendment), the Board of Directors authorized the following:
- •
- The Company increased the number of authorized shares of common stock to 30,000,000, consisting of 3,000,000 shares of voting common stock and 27,000,000 shares of non-voting common stock. All shares have no par value.
- •
- The Company declared a one-for-forty-five reverse stock split, in which the stockholders were issued one share of voting common stock in exchange for each forty-five shares of outstanding voting common stock.
- •
- The Company declared and issued a stock dividend of nine shares of non-voting common stock for each share of voting common stock held by the stockholders.
- •
- The Company resolved to cancel all shares of common stock in existence prior to the Amendment, including 7,743,812 shares held in treasury.
Subsequent to the Amendment, the Company has 271,743 shares of issued and outstanding voting common stock and 2,445,687 shares of issued and outstanding non-voting common stock. The equity adjustments, which had a cumulative net effect of zero, were a $3,769,018 increase in common stock, $6,282,278 decrease in additional paid in capital, $18,476,446 decrease in retained earnings and a $20,989,706 decrease in treasury stock.
(8) Pension and Profit-Sharing Plans
The Company's employees, who are not covered by a collectively bargained, multi-employer pension plan discussed in the following paragraph, are eligible for the Company's profit-sharing plan.
F-14
The Company may contribute amounts at the discretion of management. The expense related to the profit-sharing plan was $1,982,000, $1,500,000, and $1,500,000 for the years ended September 30, 2006, 2005, and 2004, respectively.
Certain employees are covered by union sponsored, collectively bargained, multi-employer pension plans. Contributions and costs are determined in accordance with the provisions of negotiated labor contracts based generally on fixed amounts per hours worked. In 2006, the Company effected a complete withdrawal from a multi-employer pension plan. In accordance with Federal legislation, the pension fund assessed the Company a $1,300,000 withdrawal liability due in equal quarterly payments over 71/2 years. The $1,300,000 liability is recorded on the consolidated balance sheet as of September 30, 2006 in other accrued expenses. Information from the administrators of other plans is not readily available to permit the Company to determine its share, if any, of unfunded vested benefits or accumulated plan benefits. The Company is not aware of any event which would result in a material withdrawal liability to the Company associated with any other multi-employer pension plan. Total contributions made under all multi-employer pension plans were $1,000,000, $1,014,000, and $852,000 for the years ended September 30, 2006, 2005 and 2004, respectively.
(9) Leases
The Company leases the majority of its real estate from related parties. The Company paid approximately $2,048,000, $1,931,000, and $1,550,000 on these leases in 2006, 2005, and 2004, respectively, of which $1,689,000 in 2006, $1,457,000 in 2005, and $944,000 in 2004 were paid to related parties. The Company also leases certain of its operating and transportation equipment. Total lease expense under these operating leases was $5,743,000, $5,962,000, and $6,357,000 in 2006, 2005, and 2004, respectively.
At September 30, 2006, future minimum payments for all noncancelable operating leases with initial or remaining terms of one year or more consisted of the following:
2007 | | $ | 7,856,000 |
2008 | | | 5,685,000 |
2009 | | | 4,502,000 |
2010 | | | 3,193,000 |
2011 | | | 2,164,000 |
(10) Transactions with an Affiliate
In 2006, 2005, 2004, the Company purchased ferrous and non-ferrous scrap from CRG of $115,382,000, $109,576,000, and $26,165,000, respectively. At September 30, 2006 and 2005, the Company had accounts payable amounts with CRG of $3,822,000 and $2,362,000, respectively.
(11) Litigation and Contingencies
The Company is involved in routine business litigation, principally relating to bankruptcy preference claims and being named as a "potentially responsible party" in connection with the clean-up of certain former waste sites. The Company recorded expenses of $500,000, $779,000, and $688,000 in 2006, 2005, and 2004, respectively, for settlement of litigation matters, without regard to potential rights of recovery for contribution, indemnity, or under insurance policies. Total liabilities accrued in the consolidated balance sheets for these matters were $1,246,000 and $2,239,000 at September 30, 2006 and 2005, respectively.
F-15
OmniSource Corporation
Consolidated Balance Sheet
| | Unaudited June 30, 2007
|
---|
Assets | | | |
Current assets: | | | |
| Cash and cash equivalents | | $ | 10,596,993 |
| Notes receivable: | | | 1,078,350 |
| Accounts receivable | | | |
| | Trade—net | | | 342,934,093 |
| | Affiliates | | | 2,410,939 |
| Inventories | | | 141,556,452 |
| Spare parts, supplies, and other | | | 26,265,492 |
| |
|
Total current assets | | | 524,842,319 |
Investments | | | 42,270,931 |
Notes receivable | | | 541,186 |
Goodwill | | | 79,930,677 |
Other assets | | | 6,232,975 |
Property and equipment—net | | | 165,998,199 |
| |
|
| | $ | 819,816,287 |
| |
|
See accompanying notes to consolidated financial statements.
F-16
OmniSource Corporation
Consolidated Balance Sheet
| | Unaudited June 30, 2007
|
---|
Liabilities and stockholders' equity | | | |
Current liabilities | | | |
| Accounts payable: | | | |
| | Trade | | $ | 223,305,448 |
| | Affiliates | | | 7,539,228 |
| Payable to employees and affiliates | | | 25,354,299 |
| Accrued expenses: | | | |
| | Compensation and benefits | | | 26,700,810 |
| | Other | | | 15,782,988 |
| Current portion of long-term debt | | | 19,734,491 |
| |
|
Total current liabilities | | | 318,417,264 |
Noncurrent liabilities | | | |
| Long-term debt, less current portion | | | 184,197,306 |
| Other | | | 3,543,721 |
| |
|
Total noncurrent liabilities | | | 187,741,027 |
Stockholders' equity: | | | |
| Common stock | | | 3,968,740 |
| Retained earnings | | | 309,689,256 |
| |
|
Total stockholders' equity | | | 313,657,996 |
| |
|
| | $ | 819,816,287 |
| |
|
See accompanying notes to consolidated financial statements.
F-17
OmniSource Corporation
Consolidated Statements of Income
| | Unaudited 9 Months Ended June 30,
| |
---|
| | 2007
| | 2006
| |
---|
Revenues | | $ | 1,793,661,871 | | $ | 1,632,382,926 | |
Expenses: | | | | | | | |
| Material | | | 1,530,135,669 | | | 1,377,116,261 | |
| Operating | | | 121,143,013 | | | 112,712,581 | |
| Selling, general, and administrative | | | 67,452,371 | | | 67,607,310 | |
| Gain on disposal of property and equipment | | | (632,784 | ) | | (11,843,632 | ) |
| |
| |
| |
| | | 1,718,098,269 | | | 1,545,592,520 | |
| |
| |
| |
Operating income | | | 75,563,602 | | | 86,790,406 | |
Other income (expense): | | | | | | | |
| Earnings from investments | | | 11,446,539 | | | 13,451,911 | |
| Gain on disposition of investments | | | 213,570 | | | | |
| Minority interest | | | (732,172 | ) | | (1,405,778 | ) |
| Interest expense—net | | | (10,324,235 | ) | | (7,740,326 | ) |
| |
| |
| |
| | | 603,702 | | | 4,305,807 | |
| |
| |
| |
Income before income taxes | | | 76,167,304 | | | 91,096,213 | |
Provision for income taxes | | | 1,516,500 | | | 5,787,500 | |
| |
| |
| |
Net income | | $ | 74,650,804 | | $ | 85,308,713 | |
| |
| |
| |
See accompanying notes to consolidated financial statements.
F-18
OmniSource Corporation
Consolidated Statements of Cash Flows
| | Unaudited 9 Months Ended June 30,
| |
---|
| | 2007
| | 2006
| |
---|
Operating activities | | | | | | | |
Net income | | $ | 74,650,804 | | $ | 85,308,713 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | |
| Depreciation and amortization | | | 20,323,955 | | | 17,346,453 | |
| Amortization of debt issuance costs | | | 285,658 | | | 325,040 | |
| Provision (credit) for losses on accounts and notes receivable | | | (1,255,236 | ) | | 365,982 | |
| Earnings from investments | | | (11,446,539 | ) | | (13,451,911 | ) |
| Cash distributions received from investments | | | 11,247,615 | | | 7,361,999 | |
| Gain on disposal of property and equipment | | | (632,784 | ) | | (11,843,632 | ) |
| Minority interest in net income of consolidated subsidiaries | | | 732,172 | | | 1,405,778 | |
| Increase in cash value of life insurance—net | | | (63,893 | ) | | (87,472 | ) |
| Changes in operating assets and liabilities: | | | | | | | |
| | Accounts receivable | | | (14,459,589 | ) | | (47,482,474 | ) |
| | Inventories | | | (21,958,108 | ) | | (70,972,528 | ) |
| | Other assets | | | (5,488,372 | ) | | (5,714,486 | ) |
| | Accounts payable | | | 14,100,282 | | | 48,182,780 | |
| | Accrued expenses and other noncurrent liabilities | | | (11,296,040 | ) | | 6,520,875 | |
| |
| |
| |
Net cash provided by operating activities | | | 54,739,925 | | | 17,265,117 | |
Investing activities | | | | | | | |
Acquisitions—net of cash acquired | | | (46,348,011 | ) | | (43,860,190 | ) |
Purchases of land, buildings, and equipment | | | (28,380,289 | ) | | (17,930,729 | ) |
Proceeds from disposal of property and equipment | | | 1,990,264 | | | 29,366,294 | |
Purchases of investments | | | (1,021,350 | ) | | (1,098,500 | ) |
(Loans made) payments received on notes receivable—net | | | (131,142 | ) | | 184,634 | |
| |
| |
| |
Net cash used in investing activities | | | (73,890,528 | ) | | (33,338,491 | ) |
Financing activities | | | | | | | |
Net proceeds from revolving line of credit | | | 45,000,000 | | | 36,195,608 | |
Proceeds from long term debt | | | 47,929 | | | — | |
Principal payments on long term debt | | | (3,318,787 | ) | | (2,153,326 | ) |
Net proceeds from payables to employees and affiliates | | | 4,020,301 | | | 3,871,916 | |
Change in checks not presented | | | 19,216,581 | | | 23,209,052 | |
Dividend payments to stockholders | | | (47,971,515 | ) | | (31,622,479 | ) |
Purchase of treasury stock | | | — | | | (10,000,020 | ) |
| |
| |
| |
Net cash provided by financing activities | | | 16,994,509 | | | 19,500,751 | |
| |
| |
| |
Increase (decrease) in cash and cash equivalents | | | (2,156,094 | ) | | 3,427,377 | |
Cash and cash equivalents at beginning of year | | | 12,753,087 | | | 6,340,968 | |
| |
| |
| |
Cash and cash equivalents at end of year | | $ | 10,596,993 | | $ | 9,768,345 | |
| |
| |
| |
See accompanying notes to consolidated financial statements.
F-19
OMNISOURCE CORPORATION
Notes to Consolidated Financial Statements
June 30, 2007
(1) Significant Accounting Policies
The accompanying unaudited consolidated financial statements include the accounts of OmniSource Corporation and its majority owned or controlled subsidiaries (the "Company"). All material intercompany balances and transactions have been eliminated in consolidation.
The unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial statements. Certain information and footnote disclosures have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying unaudited financial statements reflect all adjustments (all of a normal recurring nature), which are necessary for a fair presentation of the financial condition and results of operations for these periods. The results of operations for the interim periods are not necessarily indicative of the results for a full year. These consolidated financial statements and notes thereto should be read in conjunction with the Company's audited financial statements for the fiscal year ended September 30, 2006.
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
(2) Business Combinations
In December 2006, the Company acquired certain assets of a scrap operation in Kokomo and Tipton, Indiana. The assets purchased consisted primarily of heavy equipment, land, buildings and inventory used in the business of recycling ferrous and non-ferrous metals. Results of operations of the acquisition are included in the Company's results of operations since the date of acquisition. The total purchase price was $31,915,000 in cash, which was funded through the Company's credit facility. The excess of the aggregate purchase price over the $17,403,475 fair market value of net assets was recorded as goodwill, which is expected to be fully deductible for tax purposes.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed in December 2006. The initial purchase price allocations may be adjusted within one year of the purchase date for changes in estimates of the fair value of assets acquired and liabilities assumed.
Current assets | | $ | 1,685,053 |
Property and equipment | | | 15,618,422 |
Goodwill | | | 14,511,525 |
Other assets | | | 100,000 |
| |
|
| Assets acquired | | | 31,915,000 |
| |
|
| Liabilities assumed | | | — |
| |
|
| Cash purchase price | | $ | 31,915,000 |
| |
|
In December 2006, the Company acquired the remaining 33.3% minority owned interest in an existing joint venture with facilities located in Indianapolis and Fort Wayne, Indiana for $12,944,573 in cash, which was funded through the Company's credit facility. The excess of the aggregate purchase price over the fair value of the net assets acquired of $6,329,939 was recorded as goodwill.
F-20
The following table summarizes the activity in goodwill for the nine months ended June 30, 2007:
Goodwill at October 1, 2006 | | $ | 57,730,785 |
Acquisitions | | | 20,841,464 |
Change to purchase price allocation | | | 1,358,458 |
| |
|
Goodwill at June 30, 2007 | | $ | 79,930,677 |
| |
|
(3) Debt Arrangements
Long-term debt consisted of the following:
| | June 30, 2007
|
---|
Bank credit agreement | | $ | 135,000,000 |
Senior secured notes | | | 55,000,000 |
Subordinated/other notes payable | | | 13,931,797 |
| |
|
| | | 203,931,797 |
Less current portion | | | 19,734,491 |
| |
|
| Total long-term debt | | $ | 184,197,306 |
| |
|
The Bank Credit Agreement provides for up to $270,000,000 in revolving loans, due February 2012, with the option, upon acceptance by the banks, to extend for up to two additional one-year periods. The Bank Credit Agreement is collateralized by substantially all the assets of the Company and the guarantee of its subsidiaries, subject to a collateral sharing agreement.
Interest is payable monthly on amounts borrowed under the Bank Credit Agreement based on, at the election of the Company, the prime rate or Eurodollar rate plus a percentage, based on a defined leverage ratio. The percentage ranges from 0.00% to 0.50% for prime rate borrowings and 0.45% to 1.125% on Eurodollar rate loans. The weighted-average interest rate of these borrowings at June 30, 2007 was 5.87%.
Under the Bank Credit Agreement, the Company can have standby letters of credit for up to $30,000,000 in the aggregate. At June 30, 2007, the Company had letters of credit outstanding of $2,600,000.
The terms of the Bank Credit Agreement require the Company to, among other things, maintain a certain level of consolidated net worth, as defined, and meet minimum coverage and maximum leverage ratio requirements. The Bank Credit Agreement also has restrictive covenants limiting cash dividends, repurchase of stock, additional investments and acquisitions, additional debt, sale of assets, liens and encumbrances, transaction with affiliates, and annual rental expense.
The Bank Credit Agreement provides for a commitment fee of 0.09% to 0.20% based on a defined leverage ratio and the average daily unused portion of the revolving credit facility, less outstanding letters of credit.
The Senior Secured Notes are due September 2009 under a Note Purchase Agreement. Interest on the notes is due semiannually at 6.75%. The notes require principal payments of $18,333,333 in September 2007, 2008, and 2009, and are collateralized by substantially all the assets of the Company and the guarantee of its subsidiaries, subject to a collateral sharing agreement.
The terms of the Note Purchase Agreement require the Company to, among other things, maintain a certain level of consolidated net worth, as defined, and meet minimum coverage and maximum leverage ratio requirements. The Note Purchase Agreement also has restrictive covenants limiting
F-21
disposition of stock, additional investments and acquisitions, priority debt, sale of assets, liens and encumbrances, indebtedness of subsidiaries, and transactions with affiliates.
The lenders under the Bank Credit Agreement and the Note Purchase Agreement, along with the Company, have entered into a collateral sharing agreement dated September 24, 2002.
As of June 30, 2007, the Company has guaranteed $2,666,667 of indebtedness of two of its joint ventures. The leverage ratios as defined in the Note Purchase and Bank Credit Agreements include the guarantees.
Included in subordinated and other notes payable as of June 30, 2007 are notes of $13,308,187 due October 2011. Interest on the notes is due monthly at LIBOR plus a defined percentage. The interest rate at June 30, 2007 was 6.45%. The notes require minimum monthly principal payments of $77,373 with a final principal payment of $9,362,155 due in October 2011. The notes are collateralized by certain assets of the Company.
The Company has other notes payables of $623,610 as of June 30, 2007. The weighted-average interest rate on the notes was 2.51% as of June 30, 2007.
Included in payables to employees and affiliates is $21,452,365 of notes payable to certain stockholders, due on demand. Interest on the notes are payable monthly at the prime rate as defined. The interest rate at June 30, 2007 was 8.25%.
The Company follows the policy of capitalizing interest as a component of the cost of property and equipment constructed for its own use. For the nine months ended June 30, 2007 and 2006, total interest expense incurred was $10,813,994 and $7,923,430, respectively, all of which was charged to interest expense.
Aggregate maturities of long-term debt by year are as follows:
2008 | | $ | 19,734,491 |
2009 | | | 19,312,121 |
2010 | | | 19,312,122 |
2011 | | | 978,789 |
2012 | | | 144,594,274 |
Thereafter | | | — |
| |
|
| | $ | 203,931,797 |
| |
|
(4) Leases
The Company leases the majority of its real estate from related parties. The Company paid approximately $2,052,000 and $1,494,000, on these leases for the nine months ended 2007 and 2006, respectively, of which $1,585,000 in 2007, $1,377,000 in 2006 were paid to related parties. The Company also leases certain of its operating and transportation equipment. Total lease expense under these operating leases was $5,894,000 and $4,164,000 for the nine months ended June 2007 and 2006, respectively.
(5) Transactions with an Affiliate
For the nine months ended June 30, 2007 and 2006, the Company purchased ferrous and nonferrous scrap from Carolinas Recycling Group (CRG) of $105,384,000, and $84,146,000, respectively. At June 30, 2007, the Company had accounts payable amounts with CRG of $4,300,000. The Company has an equity investment in CRG.
F-22
(6) Litigation and Contingencies
The Company is involved in routine business litigation, principally relating to bankruptcy preference claims and being named as a "potentially responsible party" in connection with the clean-up of certain former waste sites. The Company recorded no material expense for the nine months ended June 30, 2007 and 2006 for settlement of litigation matters. Total liabilities accrued in the consolidated balance sheets for these matters were $1,326,000 at June 30, 2007.
F-23
QuickLinks
INDEX TO FINANCIAL STATEMENTSOmniSource Corporation Consolidated Balance SheetsOmniSource Corporation Consolidated Balance SheetsOmniSource Corporation Consolidated Statements of IncomeOmniSource Corporation Consolidated Statements of Cash FlowsOMNISOURCE CORPORATION Notes to Consolidated Financial Statements September 30, 2006, 2005 and 2004OmniSource Corporation Consolidated Balance SheetOmniSource Corporation Consolidated Balance SheetOmniSource Corporation Consolidated Statements of IncomeOmniSource Corporation Consolidated Statements of Cash FlowsOMNISOURCE CORPORATION Notes to Consolidated Financial Statements June 30, 2007