SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2013 |
SIGNIFICANT ACCOUNTING POLICIES | ' |
SIGNIFICANT ACCOUNTING POLICIES | ' |
2. SIGNIFICANT ACCOUNTING POLICIES |
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The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Emerge Energy Services LP’s prospectus dated May 8, 2013 (the “Prospectus”) included in its Registration Statement on Form S-1, as amended (SEC File No. 333-187487). Certain information and footnote disclosures required by GAAP for complete annual consolidated financial statements have been omitted and, therefore, these interim financial statements should be read in conjunction with the SSH and AEC Holdings audited consolidated financial statements for the year ended December 31, 2012, which are included in the Prospectus. In the opinion of management, these financial statements, which have been prepared pursuant to the rules of the SEC and GAAP for interim financial reporting, reflect all normal and recurring adjustments necessary to state fairly the results for the interim periods. The results of operations for the nine months ended September 30, 2013 are not necessarily indicative of those for a full year or any other interim period due to the seasonal and weather-related conditions in certain aspects of the Partnership’s business. |
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Use of Estimates |
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The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. We evaluate our estimates and assumptions on a regular basis. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates and such differences could be material. |
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Revenue Recognition |
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Our revenue is recognized when persuasive evidence of an arrangement exists, delivery of products has occurred, the sales price charged is fixed or determinable, and collectability is reasonably assured. This generally means that we recognize revenue when our products leave its facilities. Sand and fuel are generally transported via railcar or trucking companies hired by the customer. |
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We sell some of our Sand segment products under short-term price agreements or at prevailing market rates. The majority of our Sand segment revenues are realized through take-or-pay supply agreements with large oilfield services companies. The initial terms of these contracts expire between 2013 and 2021. These agreements define, among other commitments, the volume of product that our customers must purchase, the volume we must provide and the price that we will charge, as well as the rate that our customers will pay. Prices under these agreements are generally fixed and subject to adjustment, upward or downward, only for certain changes in published producer cost indices or market factors. With respect to the take-or-pay arrangements, if the customer is unable to carry forward minimum quantity deficiencies, we recognize Sand segment revenues to the extent of the minimum contracted quantity, assuming payment has been received or is reasonably assured. If deficiencies can be carried forward, receipts in excess of actual sales are recognized as deferred revenues until production is actually taken or the right to carry forward minimum quantities expires. |
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Sand segment revenues from sales to customers who have advanced payments to us are invoiced to accounts receivable and recognized as revenue at the gross contractual rate per ton. Subsequently, we recognize a reduction of accounts receivable and a corresponding reduction in the “advances from customers” liability (net of accrued interest) for the contracted repayment rate per ton. As of September 30, 2013, we have satisfied the customer advances in full. |
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Transportation revenue is reported in other revenue and is derived from charging our customers: (i) to deliver product to their locations, (ii) to deliver product to a transload site from which customers are able to take possession, or (iii) for leased rail cars used to transport product to the customer’s location. Transportation expense is the cost we pay to ship (i) product from our production facilities to customer facilities, (ii) to a transload site from which customers can take possession or (iii) to a third party for lease of rail cars which are then leased to other customers to transport the product to the customer’s location, and it is included in operations and maintenance costs. |
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We recognize Fuel segment revenue related to our terminals, reclamation, transportation services, and sales of motor fuels, net of trade discounts and allowances, in the reporting period in which the services are performed and motor fuel products are transferred from our terminals, title and risk of ownership pass to the customer, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists and the sales price is fixed or determinable. Our Fuel segment also sells renewable identification numbers (“RINS”) under a contractual arrangement. The Fuel segment records RINS as a reduction in the cost of product when they become eligible for sale under rules established by the Environmental Protection Agency. For the three months ended September 30, 2013 and 2012, RINS reduced cost of product by $2.2 million and $0, respectively. For the nine months ended September 30, 2013 and 2012, RINS reduced cost of product by $5.0 million and $0, respectively. |
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Fair Value of Financial Instruments |
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Fair value is an exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Hierarchy Levels 1, 2, or 3 are terms for the priority of inputs to valuation techniques used to measure fair value. Hierarchy Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Hierarchy Level 2 inputs are inputs other than quoted prices included with Level 1 that are directly or indirectly observable for the asset or liability. Hierarchy Level 3 inputs are inputs that are not observable in the market. |
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Our financial instruments consist primarily of cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, accounts payable and debt instruments. The carrying amounts of cash and cash equivalents, restricted cash and cash equivalents, accounts receivable and accounts payable are representative of their fair values due to their short maturities. The carrying amount for our $150 million senior secured revolving credit facility approximates fair value because the underlying instrument includes provisions that adjust our interest rates based on current market rates. We determined the fair value of the Predecessor’s debt instruments using Level 2 inputs. |
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Concentration of Credit Risk |
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Financial instruments that potentially subject us to concentration of credit risk are cash and cash equivalents and trade accounts receivable. Our cash and cash equivalents were fully insured as of December 31, 2012 due to a temporary federal program in effect from December 31, 2010 through December 31, 2012. Under the program, there is no limit to the amount of insurance for eligible accounts. Beginning in 2013, insurance coverage reverted to $250,000 per depositor at each financial institution and certain of our cash balances did exceed federally insured limits as of September 30, 2013. We maintain our cash and cash equivalents in financial institutions we consider to be of high credit quality. |
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We provide credit, in the normal course of business, to customers located throughout the United States. We perform ongoing credit evaluations of our customers and generally do not require collateral. In addition, we regularly evaluate our credit accounts for loss potential. |
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Our largest two customer balances represented 17% and 13% of the trade accounts receivable balance as of September 30, 2013 while the top two customer balances represented 15% and 14% as of December 31, 2012, respectively. No other customer balance exceeded 10% of the total trade accounts receivable balance as of September 30, 2013 and December 31, 2012. |
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No individual customer represented more than 10% of revenues for the nine months ended September 30, 2013 while one customer individually represented 13% of revenues for the nine months ended September 30, 2012. |
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Restricted Cash and Equivalents |
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The Partnership is required under agreements with our chief executive officer (“CEO”) and an officer in our Sand segment (the “Sand Officer”) to establish and maintain Rabbi Trusts which are used to fund deferred compensation as described in the agreements. Restricted cash and equivalents are invested in short-term instruments at market rates; therefore the carrying value approximates fair value. |
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Accounts Receivable and Allowance for Doubtful Accounts |
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Trade accounts receivable are recognized at their invoiced amounts and do not bear interest. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. We estimate our allowances for doubtful accounts based on specifically identified amounts that are believed to be uncollectible. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances for doubtful accounts might be required. After all attempts to collect a receivable have failed, the receivable is written off against the allowance for doubtful accounts. The allowance for doubtful accounts was approximately $0.38 million at September 30, 2013, and $0.12 million at December 31, 2012. |
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Inventories |
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Finished goods inventories consist of dried sand and refined motor fuel products. All inventories are stated at the lower of cost or market using the average cost method. Raw materials inventories consist of wet-sand stockpiles and transmix feedstock. Raw materials inventories are stated at the lower of cost or market using the average cost method. Overhead in our Sand segment is capitalized at an average rate per unit based on actual costs incurred. Our Fuel segment does not capitalize overhead to its refined transmix inventory because turnover is high and the quantities are generally modest in comparison to our finished fuel inventories we purchase from third party refiners. |
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Accounting for Renewable Identification Numbers |
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The Fuel segment is required to comply with federal laws that regulate biofuels and renewable identification numbers. RINS are serial numbers assigned to biofuels for the purpose of tracking its production, use, and trading as required by the United States Environmental Protection Agency’s Renewable Fuel Standard implemented according to the Energy Policy Act of 2005. Generally, companies that refine petroleum-based fuels are obligated to meet certain quotas based on the volume of fuel they introduce into the marketplace. The Partnership is required to satisfy these obligations to the extent previously non-certified fuels are included or introduced into transmix feedstock. The Partnership accounts for these direct obligations as a liability until satisfied. As of September 30, 2013 and December 31, 2012, accrued liabilities include $0.2 million and $0 million, respectively, for obligations under the Energy Policy Act of 2005. |
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The Fuel segment routinely purchases ethanol for blending with gasoline. To a lesser extent, the Fuel segment purchases biodiesel for blending with diesel. The Fuel segment has the option to purchase these biofuels with or without RINS. RINS have value because there is an active trading market between buyers and sellers. The supplier offers biofuels at two price points. The supplier has one price, generally higher, that includes both the physical product and the RINS. The second price, generally lower, is for the product exclusive of the RINS. The Fuel segment generally purchases the biofuels and the RINS. |
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The Fuel segment accounts for RINS in a manner similar to the purchase of conventional fuels. At point of purchase, the total transaction cost is charged to cost of products. This includes the cost of the embedded RINS. For inventory valuation, the RINS value is removed and reported separately as other current assets and the offsetting credit allocated to cost of product. For biofuels purchases that include RINS, this treatment allows consistent measurement of margins without regard to the RINS. The Fuel segment values separately reported RINS at fair value using Level 1 inputs. As of September 30, 2013 and December 31, 2012, other current assets include RINS valued at $1.0 million and $0.6 million, respectively. |
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Motor Fuel Taxes |
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We report excise taxes on motor fuels on a gross basis. For the three months ended September 30, 2013 and 2012, excise taxes included in fuel revenues and cost of fuel totaled approximately $12.6 million and $9.6 million, respectively. For the nine months ended September 30, 2013 and 2012, excise taxes included in fuel revenues and cost of product totaled approximately $36.3 million and $23.2 million, respectively. |
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Direct Financing Lease Receivable |
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In July 2012, we entered into an agreement with a third party in which we built a wet sand processing plant and the third party agreed to operate the plant for the purpose of processing wet sand. We pay a specified fee per ton of processed sand purchased by us for the ten-year term of the agreement and the full amount is recorded as raw materials cost. In turn, we withhold a fixed fee per ton as payment by the third party for eventual transfer of ownership of the plant. The initial cost of the plant totaling $2.7 million was recognized as a direct financing lease receivable in September 2012. The fee from the third party will no longer be withheld when we recover the full cost of the plant including interest at 6.0% per annum. We anticipate receiving the full amount of this receivable within two years from inception of the agreement and, accordingly, we classified a portion of the receivable as a current asset based on our anticipated processed sand purchases. We routinely monitor compliance with payment terms and assess the account for collectability. |
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Property, Plant and Equipment, net |
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We recognize purchases of property, plant and equipment at cost, including capitalized interest. Maintenance, repairs and renewals are expensed when incurred. Additions and significant improvements are capitalized. Disposals are removed at cost less accumulated depreciation and any gain or loss from dispositions is recognized in income. |
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Depreciation and amortization of other property, plant and equipment is provided for, commencing when such assets become operational, on the straight-line basis over the following estimated useful lives. |
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| | Useful Lives (in Years) | |
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Building and land improvements including assets under capital lease | | 10 – 39 | |
Tanks and equipment | | 7 – 40 | |
Railroad and related improvements | | 20 – 40 | |
Sewer connection | | 15 | |
Machinery and equipment | | 5 – 10 | |
Plant equipment including assets under capital lease | | 5 – 7 | |
Industrial vehicles | | 3 – 7 | |
Furniture, office equipment, and software | | 3 – 7 | |
Leasehold improvements | | 3 – 5 or lease term, whichever is less | |
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For the three months ended September 30, 2013 and 2012, depreciation and amortization expense totaled $3.6 million and $2.1 million, respectively. For the nine months ended September 30, 2013 and 2012, depreciation and amortization expense totaled $10.1 million and $6.3 million, respectively. |
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Mineral Resources, net |
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Mineral resources are initially recognized at cost, which approximates the estimated fair value as of the date of acquisition. The provision for depletion of the cost of mineral resources is computed on the units-of-production method. Under this method, we compute the provision by multiplying the total cost of the mineral resources by a rate arrived at dividing the physical units of sand produced during the period by the total estimated mineral resources at the beginning of the period. Depletion expense for the three months ended September 30, 2013 and 2012 totaled approximately $9,000 and $13,000, respectively. Depletion expense for the nine months ended September 30, 2013 and 2012 totaled approximately $23,000 and $39,000, respectively. |
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Deferred Public Offering Costs |
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Deferred Public Offering Costs consist primarily of direct and incremental professional fees incurred related to our IPO and totaled $3.6 million as of December 31, 2012. We initially deferred these costs and subsequently charged them against IPO proceeds. |
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Intangible Assets |
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Intangible assets consist of trade names, customer relationships, supply and transportation arrangements, and a non-compete agreement. Trade names are amortized on a straight-line basis over 10 years; customer relationships are amortized using the economic benefits method over 16 years; supply and transportation arrangements are amortized using the straight-line method over varying periods up to four years; and non-compete agreements are amortized on a straight-line basis over four years. |
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For the three months ended September 30, 2013 and 2012, amortization expense totaled $2.8 million and $0.1 million, respectively. For the nine months ended September 30, 2013 and 2012, amortization expense totaled $4.4 million and $0.2 million, respectively. |
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Impairment or Disposal of Long-Lived Assets |
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In accordance with FASB ASC 360-10-05, Impairment or Disposal of Long-Lived Assets, long-lived assets such as property, plant, and equipment, and intangible assets subject to amortization are reviewed for impairments whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. If circumstances require a long-lived asset be tested for possible impairment, we first compare undiscounted cash flows expected to be generated by an asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less selling costs. The recoverability of intangible assets subject to amortization is also evaluated whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. In management’s opinion, no impairment of long-lived assets exists at September 30, 2013 and December 31, 2012. |
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Deferred Financing Costs |
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Financing costs that are directly and incrementally associated with new borrowings are capitalized and amortized over the term of our credit facility using the straight-line method that approximates the effective interest method. |
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Goodwill |
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Goodwill is not amortized and represents the excess purchase price of the Direct Fuels acquisition over the estimated fair value of the net identifiable assets acquired. As of September 30, 2013 and December 31, 2012, goodwill totaled $29.3 million and $0, respectively. As of September 30, 2013, goodwill is associated with our Fuel segment. In accordance with GAAP, we will perform impairment testing of goodwill assets no less than annually unless indicators of impairment exist in interim periods. The impairment test for goodwill uses a two-step process, which is performed at the entity level (the reporting unit). Step one compares the fair value of the reporting unit (calculated using the enterprise value-market capitalization approach) to its carrying value. If the carrying value exceeds the fair value, there is a potential impairment and step two must be performed. Step two compares the carrying value of the reporting unit’s goodwill to the implied fair value (i.e., the fair value of the reporting unit less the fair value of the unit’s assets and liabilities, including identifiable intangible assets). If the carrying value of goodwill exceeds its implied fair value, we record the excess as an impairment charge to earnings. We will perform our goodwill impairment test no less than annually. During September 2011, FASB issued Accounting Standards Update (“ASU”) No. 2011-08, “Testing Goodwill for Impairment”. This ASU is designed to simplify how entities test goodwill for impairment. Under the new standard, an entity may first assess qualitative factors to determine whether it is more likely than not that the fair value of an asset group is less than the carrying amount, for the purpose of determining whether it is necessary to estimate the fair value of the asset group to which the goodwill relates. |
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Derivative Instruments and Hedging Activities |
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We account for derivatives and hedging activities in accordance with FASB ASC 815-10-05, Accounting for Derivative Instruments and Certain Hedging Activities, which requires entities to recognize all derivative instruments as either assets or liabilities in the balance sheet at their respective fair values. For financial instruments that do not qualify as an accounting hedge, changes in fair value of the assets and liabilities are recognized in earnings. Our policy is to not hold or issue derivative instruments for trading or speculative purposes. |
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Equity-Based Compensation and Equity Incentive Plan |
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We account for equity-based compensation by recognizing an expense in the financial statements based on the fair value method. The fair value method requires that a fair value be assigned to a unit grant on its grant date and that this value be amortized over the grantees’ service period. Restricted and phantom units have a fair value equal to the fair market price of the common units on the date of the grant. We amortize the fair value of the restricted and phantom units over the vesting period using the straight-line method. The fair value of a certain equity award to a key employee was determined using a Monte Carlo simulation. We calculated a forfeiture rate to estimate the equity-based awards that will ultimately vest based on types of awards and historical experience. For performance-based awards, we make estimates as to the probability of the underlying performance being achieved and record expense if the performance will probably be achieved. |
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Business Segments |
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We have two operating segments. The Sand segment consists of the production and sale of various grades of industrial sand primarily used in the extraction of oil and natural gas and the production of building products and foundry materials. The Fuel segment operates two transmix processing facilities that are located in the Dallas-Fort Worth area and Birmingham, Alabama. In addition to refining transmix, the Fuel segment sells a suite of complementary fuel products and services, including third-party terminaling services, the sale of wholesale petroleum products, certain reclamation services (which consist primarily of tank cleaning services) and blending of renewable fuels. For operations and other Partnership activities not managed through our two operating segments, these items of income, if any, and costs are presented herein as “Other.” Our chief operating decision maker is our chief executive officer. The chief operating decision maker allocates resources and assesses performance of the business and other activities at the reporting segment level. |
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Seasonality |
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For our Sand segment, winter weather affects the months during which we can wash and wet process sand in Wisconsin. Seasonality is not a significant factor in determining our ability to supply sand to our customers because we accumulate a stockpile of wet sand feedstock during non-winter months. During the winter, we process the stockpiled sand to meet customer requirements. However, we sell sand for use in oil and natural gas production basins where severe weather conditions may curtail drilling activities. This is particularly true in drilling areas located in northern USA and western Canada. If severe winter weather precludes drilling activities, our frac sand sales volume may be adversely affected. Generally, severe weather episodes affect production in the first quarter (March 31) with possible effect continuing into the second quarter (June 30). Generally, our Fuel segment does not experience dramatic seasonal shifts in quantities delivered to its customers. |
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Other Reclassifications |
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We reclassified certain prior period financial statement balances to conform to the current period presentation. These reclassifications had no effect on recorded net income or loss. |