Exhibit 99.1
Agrifos Fertilizer L.L.C.
Financial Statements, as restated
December 31, 2011, 2010 and 2009
Agrifos Fertilizer L.L.C.
Index
December 31, 2011, 2010 and 2009
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| | Page(s) | |
Financial Statements, as restated | | | | |
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Report of Independent Auditors | | | 1 | |
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Statements of Financial Position | | | 2 | |
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Statements of Operations | | | 3 | |
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Statements of Changes in Member’s Equity and Accumulated Other Comprehensive Income (Loss) | | | 4 | |
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Statements of Cash Flows | | | 5 | |
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Notes to Financial Statements | | | 6-21 | |
Report of Independent Auditors
To the Board of Directors of
Agrifos Fertilizer L.L.C.
In our opinion, the accompanying statements of financial position and the related statements of operations, changes in member’s equity and accumulated other comprehensive income (loss) and cash flows present fairly, in all material respects, the financial position of Agrifos Fertilizer L.L.C. (the “Company”) at December 31, 2011 and 2010, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 3, the Company has restated the 2011, 2010, and 2009 financial statements to correct errors.
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
January 14, 2013
Agrifos Fertilizer L.L.C.
Statements of Financial Position
December 31, 2011 and 2010
| | | | | | | | |
| | 2011 | | | 2010 | |
| | (Restated) | | | (Restated) | |
Assets | | | | | | | | |
Current assets | | | | | | | | |
Cash and cash equivalents | | $ | 5,679,742 | | | $ | 1,557,064 | |
Accounts receivable, trade | | | 891,990 | | | | 8,035,733 | |
Other receivables, net | | | 197,207 | | | | 5,364,749 | |
Inventories and other assets, net | | | 22,017,477 | | | | 22,804,580 | |
Prepaid expenses and other current assets | | | 1,442,865 | | | | 673,224 | |
Deferred income tax asset | | | 58,000 | | | | 47,088 | |
| | | | | | | | |
Total current assets | | | 30,287,281 | | | | 38,482,438 | |
| | |
Property, plant and equipment, net | | | 49,130,253 | | | | 44,708,357 | |
Deferred income tax asset | | | 489,296 | | | | 870,937 | |
Other assets | | | 824,399 | | | | 558,024 | |
| | | | | | | | |
Total assets | | $ | 80,731,229 | | | $ | 84,619,756 | |
| | | | | | | | |
Liabilities and Member’s Equity | | | | | | | | |
Current liabilities | | | | | | | | |
Accounts payable | | $ | 10,721,007 | | | $ | 12,827,253 | |
Accrued expenses | | | 5,532,448 | | | | 5,892,367 | |
Current portion of long term debt | | | 6,500,000 | | | | 3,000,000 | |
Deferred revenue | | | 2,747,722 | | | | 2,117,500 | |
Income tax payable | | | — | | | | 106,248 | |
| | | | | | | | |
Total current liabilities | | | 25,501,177 | | | | 23,943,368 | |
Long term debt, net of current portion | | | 22,500,000 | | | | — | |
Asset retirement obligations | | | 1,622,252 | | | | 1,571,189 | |
Accrued employee benefits and other liabilities | | | 1,957,343 | | | | 468,403 | |
| | | | | | | | |
Total liabilities | | | 51,580,772 | | | | 25,982,960 | |
| | | | | | | | |
| | |
Commitments and contingencies | | | | | | | | |
| | |
Member’s equity | | | 30,616,770 | | | | 58,963,585 | |
Accumulated other comprehensive loss | | | (1,466,313 | ) | | | (326,789 | ) |
| | | | | | | | |
Total member’s equity and accumulated other comprehensive loss | | | 29,150,457 | | | | 58,636,796 | |
| | | | | | | | |
Total liabilities and member’s equity and accumulated other comprehensive loss | | $ | 80,731,229 | | | $ | 84,619,756 | |
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The accompanying notes are an integral part of these financial statements.
2
Agrifos Fertilizer L.L.C.
Statements of Operations
Years Ended December 31, 2011, 2010 and 2009
| | | | | | | | | | | | |
| | 2011 | | | 2010 | | | 2009 | |
| | (Restated) | | | (Restated) | | | (Restated) | |
Revenues | | $ | 146,897,377 | | | $ | 204,907,773 | | | $ | 159,785,710 | |
| | | |
Operating expenses | | | | | | | | | | | | |
Costs of products sold | | | 150,912,107 | | | | 175,939,715 | | | | 147,255,959 | |
Selling, general and administrative | | | 7,826,422 | | | | 8,086,986 | | | | 7,492,819 | |
Gain on sale of assets, net | | | (159,459 | ) | | | — | | | | — | |
| | | | | | | | | | | | |
Total operating expenses | | | 158,579,070 | | | | 184,026,701 | | | | 154,748,778 | |
| | | | | | | | | | | | |
Operating (loss) income | | | (11,681,693 | ) | | | 20,881,072 | | | | 5,036,932 | |
| | | |
Other income (expense) | | | | | | | | | | | | |
Interest expense, net | | | (705,532 | ) | | | (430,181 | ) | | | (541,687 | ) |
Loss on short term investments | | | — | | | | (117,575 | ) | | | (54,434 | ) |
Gain on insurance settlements | | | — | | | | — | | | | 6,752,155 | |
| | | | | | | | | | | | |
Total other (expense) income, net | | | (705,532 | ) | | | (547,756 | ) | | | 6,156,034 | |
| | | | | | | | | | | | |
(Loss) income before income taxes | | | (12,387,225 | ) | | | 20,333,316 | | | | 11,192,966 | |
Income tax benefit | | | (450,410 | ) | | | (115,059 | ) | | | (22,567,957 | ) |
| | | | | | | | | | | | |
Net (loss) income | | $ | (11,936,815 | ) | | $ | 20,448,375 | | | $ | 33,760,923 | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
3
Agrifos Fertilizer L.L.C.
Statements of Changes in Member’s Equity and Accumulated Other
Comprehensive Income (Loss)
Years Ended December 31, 2011, 2010 and 2009
| | | | | | | | | | | | |
| | | | | Accumulated | | | | |
| | | | | Other | | | | |
| | Member’s | | | Comprehensive | | | | |
| | Equity | | | Loss | | | Total | |
Balances at December 31, 2008, restated | | $ | 29,854,287 | | | $ | (977,302 | ) | | $ | 28,876,985 | |
Distributions | | | (18,100,000 | ) | | | — | | | | (18,100,000 | ) |
Other comprehensive income | | | | | | | | | | | | |
Net income, restated | | | 33,760,923 | | | | — | | | | 33,760,923 | |
Pension adjustments | | | | | | | | | | | | |
Actuarial gain | | | — | | | | 648,415 | | | | 648,415 | |
Amortization of actuarial loss | | | — | | | | 76,799 | | | | 76,799 | |
Amortization of prior service cost | | | — | | | | 757 | | | | 757 | |
Reversal of income taxes related to comprehensive income due to conversion from a corporation to a limited liability company | | | — | | | | (526,240 | ) | | | (526,240 | ) |
| | | | | | | | | | | | |
Total comprehensive income | | | | | | | | | | | 33,960,654 | |
| | | | | | | | | | | | |
Balances at December 31, 2009, restated | | | 45,515,210 | | | | (777,571 | ) | | | 44,737,639 | |
Distributions | | | (7,000,000 | ) | | | — | | | | (7,000,000 | ) |
Other comprehensive income | | | | | | | | | | | | |
Net income, restated | | | 20,448,375 | | | | — | | | | 20,448,375 | |
Pension adjustments | | | | | | | | | | | | |
Actuarial gain | | | — | | | | 413,385 | | | | 413,385 | |
Amortization of actuarial loss | | | — | | | | 36,640 | | | | 36,640 | |
Amortization of prior service cost | | | — | | | | 757 | | | | 757 | |
| | | | | | | | | | | | |
Total comprehensive income | | | | | | | | | | | 20,899,157 | |
| | | | | | | | | | | | |
Balances at December 31, 2010, restated | | | 58,963,585 | | | | (326,789 | ) | | | 58,636,796 | |
Distributions | | | (8,300,000 | ) | | | — | | | | (8,300,000 | ) |
Receivable from owner | | | (8,110,000 | ) | | | — | | | | (8,110,000 | ) |
Other comprehensive income | | | | | | | | | | | | |
Net loss, restated | | | (11,936,815 | ) | | | — | | | | (11,936,815 | ) |
Pension adjustments | | | | | | | | | | | | |
Actuarial loss | | | — | | | | (1,088,807 | ) | | | (1,088,807 | ) |
Amortization of actuarial loss | | | — | | | | 5,592 | | | | 5,592 | |
Amortization of prior service cost | | | — | | | | (56,309 | ) | | | (56,309 | ) |
| | | | | | | | | | | | |
Total comprehensive loss | | | | | | | | | | | (13,076,339 | ) |
| | | | | | | | | | | | |
Balances at December 31, 2011, restated | | $ | 30,616,770 | | | $ | (1,466,313 | ) | | $ | 29,150,457 | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
4
Agrifos Fertilizer L.L.C.
Statements of Cash Flows
Years Ended December 31, 2011, 2010 and 2009
| | | | | | | | | | | | |
| | 2011 | | | 2010 | | | 2009 | |
| | (Restated) | | | (Restated) | | | (Restated) | |
Cash flows from operating activities | | | | | | | | | | | | |
Net (loss) income | | $ | (11,936,815 | ) | | $ | 20,448,375 | | | $ | 33,760,923 | |
Adjustments to reconcile net (loss) income to net cash provided by operating activities | | | | | | | | | | | | |
Depreciation | | | 4,579,907 | | | | 6,191,556 | | | | 9,245,065 | |
Accretion of asset retirement obligations | | | 51,063 | | | | 49,457 | | | | 47,900 | |
Amortization of debt issuance costs | | | 100,000 | | | | — | | | | — | |
Gain on sale of property, plant and equipment, net | | | 159,458 | | | | — | | | | — | |
Gain on sale of short-term investments | | | — | | | | 117,575 | | | | 54,434 | |
Pension amortization and adjustments | | | (1,139,524 | ) | | | 450,782 | | | | 754,971 | |
Change in allowance for inventory obsolescence | | | 3,723,649 | | | | (81,399 | ) | | | (3,123,034 | ) |
Deferred income tax, net | | | 370,729 | | | | 216,116 | | | | (19,674,270 | ) |
Amortization of deferred gain | | | — | | | | (6,232,663 | ) | | | (9,065,692 | ) |
Changes in working capital assets and liabilities | | | | | | | | | | | | |
Accounts receivable, trade | | | 7,143,743 | | | | (6,642,913 | ) | | | (3,697,660 | ) |
Other receivables | | | 5,167,542 | | | | (2,563,189 | ) | | | 6,857,623 | |
Inventories | | | (2,936,546 | ) | | | (2,813,927 | ) | | | 20,109,918 | |
Prepaid expenses and other current assets | | | (769,641 | ) | | | 1,023,764 | | | | (377,729 | ) |
Other assets | | | (266,375 | ) | | | (138,096 | ) | | | 1,402,519 | |
Accounts payable | | | (2,106,246 | ) | | | 4,476,602 | | | | (5,795,784 | ) |
Accrued expenses | | | (1,167,643 | ) | | | 239,681 | | | | (8,600,026 | ) |
Income tax payable | | | (106,248 | ) | | | 102,163 | | | | (5,046,573 | ) |
Deferred revenue | | | 630,222 | | | | 65,500 | | | | 2,052,000 | |
Other liabilities | | | 1,913,940 | | | | (1,668,934 | ) | | | (1,008,108 | ) |
| | | | | | | | | | | | |
Net cash provided by operating activities | | | 3,411,215 | | | | 13,240,450 | | | | 17,896,477 | |
| | | | | | | | | | | | |
Cash flows from investing activities | | | | | | | | | | | | |
Purchase of property, plant and equipment | | | (9,057,043 | ) | | | (7,621,765 | ) | | | (9,779,928 | ) |
Insurance proceeds relating to fixed asset damages | | | — | | | | — | | | | 4,700,754 | |
Proceeds from disposal of property, plant and equipment | | | 703,506 | | | | — | | | | — | |
Purchase of short-term investments | | | — | | | | (1,000,000 | ) | | | (3,545,088 | ) |
Sale of short-term investments | | | — | | | | 1,827,991 | | | | 2,545,088 | |
Note receivable from related party | | | — | | | | (100,000 | ) | | | — | |
| | | | | | | | | | | | |
Net cash used in investing activities | | | (8,353,537 | ) | | | (6,893,774 | ) | | | (6,079,174 | ) |
| | | | | | | | | | | | |
Cash flows from financing activities | | | | | | | | | | | — | |
Distributions | | | (8,300,000 | ) | | | (7,000,000 | ) | | | (15,042,699 | ) |
Receivable from owner and/or due from related party | | | (8,110,000 | ) | | | — | | | | — | |
Borrowings on long-term debt | | | 44,000,000 | | | | 31,000,000 | | | | 24,000,000 | |
Repayments on long-term debt | | | (18,000,000 | ) | | | (29,000,000 | ) | | | (23,000,000 | ) |
Payment of deferred financing costs | | | (525,000 | ) | | | — | | | | — | |
| | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | 9,065,000 | | | | (5,000,000 | ) | | | (14,042,699 | ) |
Net increase in cash and cash equivalents | | | 4,122,678 | | | | 1,346,676 | | | | (2,225,396 | ) |
| | | |
Cash and cash equivalents | | | | | | | | | | | | |
Beginning of year | | | 1,557,064 | | | | 210,388 | | | | 2,435,784 | |
| | | | | | | | | | | | |
End of year | | $ | 5,679,742 | | | $ | 1,557,064 | | | $ | 210,388 | |
| | | | | | | | | | | | |
Supplemental disclosures of cash flow information | | | | | | | | | | | | |
Cash paid for interest | | $ | 814,090 | | | $ | 346,278 | | | $ | 538,335 | |
Cash paid for income taxes | | | 132,171 | | | | — | | | | — | |
Use of distribution to offset note receivable and accrued interest from related party | | | — | | | | — | | | | (3,057,301 | ) |
Change in payable for capitalized fixed assets | | | 1,353,564 | | | | 199,908 | | | | 248,212 | |
Proceeds used to offset note payable | | | — | | | | — | | | | 2,900,000 | |
Reversal of income taxes due to conversion from a corporation to a limited liability company | | | — | | | | — | | | | (526,240 | ) |
The accompanying notes are an integral part of these financial statements.
5
Agrifos Fertilizer L.L.C.
Notes to Financial Statements
Years Ended December 31, 2011, 2010 and 2009
1. | Description of Business |
Agrifos Fertilizer Inc. was incorporated under the laws of the State of Delaware in 2003. In December 2008, Agrifos Fertilizer, Inc. was converted from a Delaware corporation to a Delaware limited liability company named Agrifos Fertilizer L.L.C. (the “Company”). The Company is owned by Agrifos Holdings Inc. (“Holdings”). The Company owns and operates a fertilizer plant located in Pasadena, Texas.
In early 2011, the Company’s operations were restructured. The Company ceased production of phosphate fertilizers, which included DAP (diammonium phosphate) and MAP (monoammonium phosphate), due to the limited remaining capacity of the Company’s primary waste disposal site related to its phosphate operations.
The Company undertook major capital and maintenance projects at the Pasadena plant, including decommissioning certain phosphate productions assets, and converting a portion of its assets to the new business model. The Company’s new business model includes the production of ammonium sulfate fertilizer and the continued production of sulfuric acid and ammonium thiosulfate.
2. | Significant Accounting Policies |
The Company’s accounting policies conform to accounting principles generally accepted in the United States of America. A summary of the significant accounting policies applied in the preparation of the accompanying financial statements is as follows:
Revenue Recognition
Revenue from the sale of fertilizers is recognized when persuasive evidence of an arrangement exists, products are shipped, the fee is fixed or determinable, and collectability is reasonably assured. As discussed in Note 3, the financial statements were restated for bill and hold transactions. The Company no longer recognizes revenue for bill and hold transactions.
Amounts billed to customers for delivery costs are classified as a component of total revenues and related delivery costs are classified as a component of cost of products sold. This approximated $1,177,000, $3,984,000 and $3,318,000 for the years ended December 31, 2011, 2010 and 2009 respectively.
Cash and Cash Equivalents
Cash on hand and highly liquid investments purchased with an original maturity of three months or less are considered to be cash and cash equivalents.
Allowance for Doubtful Accounts
The Company maintains allowances for potential credit losses which, when realized, have been within the range of management’s expectations. The allowance for doubtful accounts was $165,035 and $0 at December 31, 2011 and 2010, respectively.
Inventories, net
Inventories are stated at the lower of cost, as determined by standard costing which approximates the weighted average cost method, or market. Cost includes material, labor and manufacturing overhead. The balance sheet includes a reserve to provide for estimated losses arising from writing down inventories to market value in those situations where cost exceeded market value at December 31, 2011 and 2010 for slow moving and obsolete inventories (see Note 6).
6
Agrifos Fertilizer L.L.C.
Notes to Financial Statements
Years Ended December 31, 2011, 2010 and 2009
Property, Plant and Equipment, net
Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation for financial reporting purposes is provided using straight-line methods over the estimated useful lives of the assets. Estimated useful lives of the assets range from 1.5 to 10 years, with the majority relating to plant, machinery and equipment that range from three to 10 years. Buildings have estimated useful lives of 20 years.
Expenditures for major acquisitions and improvements are capitalized; expenditures for maintenance and repairs are charged to expense as incurred, including the cost of major maintenance expenditures. When property and equipment are sold or retired, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in other expense.
Long-lived assets to be held and used by the Company are reviewed to determine whether any events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. For long-lived assets to be held and used, the Company bases its evaluation on impairment indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such impairment indicators are present or other factors exist that indicate that the carrying amount of the asset may not be recoverable, the Company determines whether impairment has occurred through the use of an undiscounted cash flow analysis of the asset at the lowest level for which identifiable cash flows exist. If impairment has occurred, the Company recognizes a loss for the difference between the carrying amount and the fair value of the asset. The fair value of the asset is measured using quoted market prices or, in the absence of quoted market prices, is based on an estimate of discounted cash flows. No impairment was recorded during 2011, 2010, or 2009.
Asset Retirement Obligations
The Company’s asset retirement obligations (AROs) relate to future costs associated with the removal of contaminated material upon removal of the phosphorous plant. The fair value of a liability for an ARO is recorded in the period in which it is incurred and the cost of such liability increases the carrying amount of the related long-lived asset by the same amount. The liability is accreted each period through charges to operating expense and the capitalized cost is depreciated over the remaining useful life of the asset.
Deferred Gain
As further described in Note 4, the deferred gain relates to a vendor’s forgiveness of amounts previously due by the Company to the vendor. The deferred gain is amortized over the expected remaining term of a purchase agreement with the vendor based on actual purchases from the vendor. The deferred gain was fully amortized at December 31, 2010.
Fair Value of Financial Instruments
The Company’s financial instruments consist primarily of cash and cash equivalents, short-term investments, trade receivables, trade payables and debt. Management considers the carrying values of cash and cash equivalents, short-term investments, trade receivables and trade payables to be representative of their respective fair values because of their short-term maturities or expected settlement dates. The carrying value of outstanding amounts under the revolving credit facility and term debt approximate fair value due to the floating interest rate.
7
Agrifos Fertilizer L.L.C.
Notes to Financial Statements
Years Ended December 31, 2011, 2010 and 2009
Concentration of Risk
The Company sells to its customers on an uncollateralized credit basis unless past experience with the customer requires cash on delivery or other arrangements.
Cash is deposited in demand accounts in federally insured domestic institutions to minimize risk. From time to time the balances may exceed the $250,000 level of coverage provided by the Federal Depository Insurance Corporation. The Company has not incurred losses related to these deposits.
Income Taxes
Effective January 1, 2009, Holdings converted to a Subchapter “S” corporation. A Subchapter S corporation is a pass through entity for income tax purposes to the shareholders of the Company. As a result of the election, Holdings changed from a taxable entity to a nontaxable entity. Deferred tax assets and liabilities were eliminated at the date an enterprise ceased to be a taxable enterprise. Therefore, the Company reversed the majority of the deferred taxes that existed at December 31,2008 during 2009. This reversal was recorded as a reduction of income tax expense in 2009. The Company is subject to the Texas Margin Tax, therefore the deferred taxes associated with the Texas Margin Tax remain on the Company’s books and records. In addition, even though an S corporation is a flow through entity, there is an entity level tax that is assessed when the corporation sells certain built-in gain assets within the ten years subsequent to the conversion to an S corporation. During 2010, no assets with built-in gains were sold. During 2011, the company sold an asset subject to a built-in gain resulting in a current tax expense of $73,866. The built-in gain tax is suspended in 2011 due to a taxable loss limitation. The company expects to have taxable income in 2012; therefore, the built-in gain tax is expected to be paid in 2012.
The Company follows generally accepted accounting principles to account for uncertainty in income taxes. These accounting principles provide thresholds and measurements to determine whether tax benefits claimed or expected to be claimed in a tax return should be recorded in the financial statements. See Note 10 for additional information regarding uncertain tax positions.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 revenue and expenses during the reporting period. Actual results could differ from these estimates.
The Company concluded it was required to restate its previously issued financial statements for the following items:
| • | | The Company did not meet revenue recognition criteria for bill and hold transactions as well as sales under a marketing agreement for which the price was not determinable upon shipment; |
| • | | The Company determined it had a conditional asset retirement obligation for its phosphorous plant, which should have been recorded in 2005; |
| • | | The Company had certain DAP inventory which was damaged during 2011, and cannot be sold; and |
| • | | The Company did not appropriately record an adjustment to reduce inventory to the lower of cost or market in 2011. |
| • | | The Company incorrectly reflected a cash outflow for financing costs as an operating activity. |
The impact of correcting errors resulted in a $1,251,681 cumulative increase to 2008 beginning member’s equity. The impact of correcting these errors, as well as recording other immaterial corrections are as follows:
8
Agrifos Fertilizer L.L.C.
Notes to Financial Statements
Years Ended December 31, 2011, 2010 and 2009
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2011 | | | 2010 | | | 2009 | |
| | As previously reported | | | Adjustment | | | As restated | | | As previously reported | | | Adjustment | | | As restated | | | As previously reported | | | Adjustment | | | As restated | |
Statements of Financial Position | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts receivable | | $ | 6,731,019 | | | $ | (5,839,029 | ) | | $ | 891,990 | | | $ | 7,727,153 | | | $ | 308,580 | | | $ | 8,035,733 | | | | | | | | | | | | | |
Other receivables | | | 197,207 | | | | — | | | | 197,207 | | | | 5,271,117 | | | | 93,632 | | | | 5,364,749 | | | | | | | | | | | | | |
Inventories, net | | | 14,689,805 | | | | 7,327,672 | | | | 22,017,477 | | | | 22,156,490 | | | | 648,090 | | | | 22,804,580 | | | | | | | | | | | | | |
Total current assets | | | 28,798,638 | | | | 1,488,643 | | | | 30,287,281 | | | | 37,432,136 | | | | 1,050,302 | | | | 38,482,438 | | | | | | | | | | | | | |
Property, plant and equipment, net | | | 49,469,889 | | | | (339,636 | ) | | | 49,130,253 | | | | 44,430,178 | | | | 204,128 | | | | 44,708,357 | | | | | | | | | | | | | |
Total assets | | | 79,582,222 | | | | 1,149,007 | | | | 80,731,229 | | | | 83,291,275 | | | | 1,328,481 | | | | 84,619,756 | | | | | | | | | | | | | |
Accrued expenses | | | 5,532,448 | | | | — | | | | 5,532,448 | | | | 5,892,367 | | | | — | | | | 5,892,367 | | | | | | | | | | | | | |
Deferred revenue | | | — | | | | 2,747,722 | | | | 2,747,722 | | | | — | | | | 2,117,500 | | | | 2,117,500 | | | | | | | | | | | | | |
Total current liabilities | | | 22,753,455 | | | | 2,747,722 | | | | 25,501,177 | | | | 21,825,868 | | | | 2,117,500 | | | | 23,943,368 | | | | | | | | | | | | | |
Accrued employee benefits and other | | | 2,144,732 | | | | (187,389 | ) | | | 1,957,343 | | | | 909,064 | | | | (440,661 | ) | | | 468,403 | | | | | | | | | | | | | |
Asset retirement obligation | | | — | | | | 1,622,252 | | | | 1,622,252 | | | | — | | | | 1,571,189 | �� | | | 1,571,189 | | | | | | | | | | | | | |
Total liabilities | | | 47,398,187 | | | | 4,182,585 | | | | 51,580,772 | | | | 22,734,932 | | | | 3,248,028 | | | | 25,982,960 | | | | | | | | | | | | | |
Member’s equity | | | 33,837,737 | | | | (3,220,968 | ) | | | 30,616,770 | | | | 61,323,793 | | | | (2,360,208 | ) | | | 58,963,585 | | | | | | | | | | | | | |
Accumulated other comprehensive loss | | | (1,653,702 | ) | | | 187,389 | | | | (1,466,313 | ) | | | (767,450 | ) | | | 440,661 | | | | (326,789 | ) | | | | | | | | | | | | |
Total member’s equity and accumulated other comprehensive loss | | | 32,184,035 | | | | (3,033,579 | ) | | | 29,150,456 | | | | 60,556,343 | | | | (1,919,547 | ) | | | 58,636,796 | | | | | | | | | | | | | |
Total liabilities and member’s equity and AOCL | | | 79,582,222 | | | | 1,149,007 | | | | 80,731,229 | | | | 83,291,275 | | | | 1,328,481 | | | | 84,619,756 | | | | | | | | | | | | | |
| | | | | | | | | |
Statements of Operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenues | | | 152,888,812 | | | | (5,991,435 | ) | | | 146,897,377 | | | | 205,900,332 | | | | (992,559 | ) | | | 204,907,773 | | | | 161,757,519 | | | | (1,971,809 | ) | | | 159,785,710 | |
Costs of products sold | | | 156,042,782 | | | | (5,130,675 | ) | | | 150,912,107 | | | | 176,803,180 | | | | (863,465 | ) | | | 175,939,715 | | | | 148,248,335 | | | | (992,376 | ) | | | 147,255,959 | |
Selling, general, administrative | | | 7,826,422 | | | | — | | | | 7,826,422 | | | | 8,281,363 | | | | (194,377 | ) | | | 8,086,986 | | | | 7,298,442 | | | | 194,377 | | | | 7,492,819 | |
Total operating expenses | | | 163,709,746 | | | | (5,130,675 | ) | | | 158,579,071 | | | | 185,084,543 | | | | (1,057,842 | ) | | | 184,026,701 | | | | 155,546,777 | | | | (797,999 | ) | | | 154,748,778 | |
Operating income (loss) | | | (10,820,934 | ) | | | (860,759 | ) | | | (11,681,693 | ) | | | 20,815,789 | | | | 65,283 | | | | 20,881,072 | | | | 6,210,742 | | | | (1,173,810 | ) | | | 5,036,932 | |
(Loss) income before income taxes | | | (11,526,466 | ) | | | (860,759 | ) | | | (12,387,225 | ) | | | 20,268,033 | | | | 65,283 | | | | 20,333,316 | | | | 12,366,776 | | | | (1,173,810 | ) | | | 11,192,966 | |
Net income (loss) | | | (11,076,056 | ) | | | (860,759 | ) | | | (11,936,815 | ) | | | 20,383,092 | | | | 65,283 | | | | 20,448,375 | | | | 34,934,733 | | | | (1,173,810 | ) | | | 33,760,923 | |
| | | | | | | | | |
Statements of Cash Flows | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | (11,076,056 | ) | | | (860,759 | ) | | | (11,936,815 | ) | | | 20,383,092 | | | | 65,283 | | | | 20,448,375 | | | | 34,934,733 | | | | (1,173,810 | ) | | | 33,760,923 | |
Depreciation | | | 4,308,025 | | | | 271,882 | | | | 4,579,907 | | | | 6,247,582 | | | | (56,026 | ) | | | 6,191,556 | | | | 9,103,260 | | | | 141,805 | | | | 9,245,065 | |
Accretion of asset retirement obligations | | | — | | | | 51,063 | | | | 51,063 | | | | — | | | | 49,457 | | | | 49,457 | | | | — | | | | 47,900 | | | | 47,900 | |
Amortization of debt issuance costs | | | — | | | | 100,000 | | | | 100,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Pension amortization and adjustments | | | (886,252 | ) | | | (253,272 | ) | | | (1,139,524 | ) | | | 48,121 | | | | 402,661 | | | | 450,782 | | | | 687,971 | | | | 67,000 | | | | 754,971 | |
Change in allowance for inventory obsolescence | | | 1,371,412 | | | | 2,352,237 | | | | 3,723,649 | | | | (81,399 | ) | | | — | | | | (81,399 | ) | | | (3,123,034 | ) | | | — | | | | (3,123,034 | ) |
Changes in working capital assets and liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts receivable, trade | | | 996,134 | | | | 6,147,609 | | | | 7,143,743 | | | | (6,334,333 | ) | | | (308,580 | ) | | | (6,642,913 | ) | | | (3,697,660 | ) | | | — | | | | (3,697,660 | ) |
Other receivables | | | 5,073,910 | | | | 93,632 | | | | 5,167,542 | | | | (2,549,748 | ) | | | (13,441 | ) | | | (2,563,189 | ) | | | 6,937,814 | | | | (80,191 | ) | | | 6,857,623 | |
Inventories | | | 6,095,273 | | | | (9,031,819 | ) | | | (2,936,546 | ) | | | (3,414,917 | ) | | | 600,990 | | | | (2,813,927 | ) | | | 21,358,998 | | | | (1,249,080 | ) | | | 20,109,918 | |
Prepaid expenses and other current assets | | | (769,640 | ) | | | (1 | ) | | | (769,641 | ) | | | 1,023,764 | | | | — | | | | 1,023,764 | | | | (377,729 | ) | | | — | | | | (377,729 | ) |
Accounts payable | | | (2,106,246 | ) | | | — | | | | (2,106,246 | ) | | | 4,524,906 | | | | (48,304 | ) | | | 4,476,602 | | | | (5,795,784 | ) | | | — | | | | (5,795,784 | ) |
Accrued expenses | | | (1,513,575 | ) | | | 345,932 | | | | (1,167,643 | ) | | | 434,058 | | | | (194,377 | ) | | | 239,681 | | | | (8,794,403 | ) | | | 194,377 | | | | (8,600,026 | ) |
Deferred revenue | | | — | | | | 630,222 | | | | 630,222 | | | | — | | | | 65,500 | | | | 65,500 | | | | — | | | | 2,052,000 | | | | 2,052,000 | |
Other liabilities | | | 1,235,667 | | | | 678,273 | | | | 1,913,940 | | | | (1,199,272 | ) | | | (469,661 | ) | | | (1,668,933 | ) | | | (1,008,108 | ) | | | — | | | | (1,008,108 | ) |
Net cash provided by operating activities | | | 2,886,216 | | | | 524,999 | | | | 3,411,215 | | | | 13,146,949 | | | | 93,501 | | | | 13,240,450 | | | | 17,896,477 | | | | — | | | | 17,896,477 | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Purchase of property, plant and equipment | | | (9,057,044 | ) | | | — | | | | (9,057,043 | ) | | | (7,528,264 | ) | | | (93,501 | ) | | | (7,621,765 | ) | | | (9,779,928 | ) | | | — | | | | (9,779,928 | ) |
Net cash used in investing activities | | | (8,353,537 | ) | | | — | | | | (8,353,537 | ) | | | (6,800,273 | ) | | | (93,501 | ) | | | (6,893,774 | ) | | | (6,079,174 | ) | | | — | | | | (6,079,174 | ) |
Cash flows from financing activities: | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Payment of deferred financing costs | | | — | | | | (525,000 | ) | | | (525,000 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Net cash provided by (used in) financing activities | | | 9,590,000 | | | | (525,000 | ) | | | 9,065,000 | | | | (5,000,000 | ) | | | — | | | | (5,000,000 | ) | | | (14,042,699 | ) | | | — | | | | (14,042,699 | ) |
9
Agrifos Fertilizer L.L.C.
Notes to Financial Statements
Years Ended December 31, 2011, 2010 and 2009
The deferred gain resulted from a vendor who forgave $28,185,829 due from the Company. In connection with the debt forgiveness, the Company and the vendor agreed to amend their long term purchase agreement whereby the Company would pay more for raw material purchases in the future. The gain was deferred and amortized over the remaining term of the agreement with the vendor. Amortization of the deferred gain was $6,232,663 and $9,065,692 for 2010 and 2009 respectfully.
Other receivables consist of the following at December 31:
| | | | | | | | |
| | | | | 2010 | |
| | 2011 | | | (Restated) | |
Gypsum project receivable | | $ | — | | | $ | 1,919,548 | |
Other | | | 362,242 | | | | 3,445,201 | |
Allowance for doubtful accounts | | | (165,035 | ) | | | — | |
| | | | | | | | |
Total Other Receivables, net | | $ | 197,207 | | | $ | 5,364,749 | |
| | | | | | | | |
Other receivables at December 31, 2011 relate primarily to costs owed by a related party for services provided. The gypsum receivable, at December 31, 2010, was repaid in full during 2011 by ExxonMobil for remediation costs associated with the EPA order of consent (Note 14).
The Company recorded an adjustment of $692,584, $0 and $0 for the years ended December 31, 2011, 2010 and 2009, respectively, to reduce inventory to the lower of cost or market. Inventories, which include materials, labor and manufacturing, overhead costs, consist of the following at December 31:
| | | | | | | | |
| | 2011 | | | 2010 | |
| | (Restated) | | | (Restated) | |
Raw materials | | $ | 6,841,129 | | | $ | 14,031,524 | |
Finished products | | | 12,751,761 | | | | 4,050,847 | |
Replacement parts and supplies | | | 6,395,160 | | | | 5,661,717 | |
| | | | | | | | |
| | | 25,988,050 | | | | 23,744,088 | |
Allowance for obsolescence | | | (3,970,573 | ) | | | (939,508 | ) |
| | | | | | | | |
Inventories, net | | $ | 22,017,477 | | | $ | 22,804,580 | |
| | | | | | | | |
As discussed in Note 1, the Company ceased production of phosphate fertilizers in early 2011. At December 31, 2011, the Company recorded an allowance for obsolescence of $1,654,653 related to the remaining phosphate fertilizer which was damaged in 2011 and cannot be sold. The remaining allowance for obsolescence at December 31, 2011 and 2010 relates to replacement parts and supplies.
10
Agrifos Fertilizer L.L.C.
Notes to Financial Statements
Years Ended December 31, 2011, 2010 and 2009
7. | Property, Plant and Equipment, net |
Property, plant and equipment consist of the following at December 31:
| | | | | | | | |
| | 2011 | | | 2010 | |
| | (Restated) | | | (Restated) | |
Land | | $ | 10,515,749 | | | $ | 10,515,749 | |
Plant improvements | | | 7,752,807 | | | | 7,535,674 | |
Buildings | | | 13,174,645 | | | | 4,458,042 | |
Machinery and equipment | | | 56,777,308 | | | | 49,632,282 | |
Computer equipment | | | 2,832,323 | | | | 2,391,415 | |
Construction in progress | | | 3,221,427 | | | | 10,778,380 | |
| | | | | | | | |
| | | 94,274,259 | | | | 85,311,542 | |
Less: Accumulated depreciation | | | (45,144,006 | ) | | | (40,603,185 | ) |
| | | | | | | | |
Property, plant and equipment, net | | $ | 49,130,253 | | | $ | 44,708,357 | |
| | | | | | | | |
Depreciation expense totaled $4,579,907, $6,191,556 and $9,245,065 for the years ended December 31, 2011, 2010 and 2009, respectively.
Accrued expenses consist of the following at December 31:
| | | | | | | | |
| | 2011 | | | 2010 | |
Accrued payroll and related expenses | | $ | 1,009,082 | | | $ | 1,590,245 | |
Legal reserves | | | 1,080,000 | | | | 1,300,000 | |
Sales and use taxes | | | 1,800,000 | | | | 1,264,153 | |
Uncertain tax positions | | | — | | | | 1,187,671 | |
Property taxes | | | 102,458 | | | | 147,198 | |
Accrued property, plant and equipment | | | 1,353,564 | | | | 199,908 | |
Other | | | 187,344 | | | | 203,192 | |
| | | | | | | | |
Accrued expenses | | $ | 5,532,448 | | | $ | 5,892,367 | |
| | | | | | | | |
Debt consists of the following at December 31:
| | | | | | | | | | | | | | | | |
| | 2011 | | | 2010 | |
| | | | | Interest | | | | | | Interest | |
| | Balance | | | Rate | | | Balance | | | Rate | |
Term Loan, maturing March 31, 2016 | | $ | 25,000,000 | | | | 3.28 | % | | $ | — | | | | — | |
Revolving Note, maturing March 31, 2014 | | | 4,000,000 | | | | 3.30 | % | | | — | | | | — | |
Revolving credit facility, expiring March 31, 2011 | | | — | | | | — | | | | 3,000,000 | | | | 5.75 | % |
| | | | | | | | | | | | | | | | |
Total Debt | | | 29,000,000 | | | | | | | | 3,000,000 | | | | | |
Less current portion | | | 6,500,000 | | | | | | | | 3,000,000 | | | | | |
| | | | | | | | | | | | | | | | |
Long term debt | | $ | 22,500,000 | | | | | | | $ | — | | | | | |
| | | | | | | | | | | | | | | | |
11
Agrifos Fertilizer L.L.C.
Notes to Financial Statements
Years Ended December 31, 2011, 2010 and 2009
On March 9, 2011, the Company entered into a five year credit agreement (“Credit Agreement”) with a financial institution. The Credit Agreement is comprised of a revolving note of $15 million, with a maturity date of March 31, 2014, and a term loan of $25 million, with a maturity date of March 31, 2016. The interest rate per year is the Adjusted One Month LIBOR plus 3.00%. Payments for the term loan are to be repaid in quarterly installments beginning in February 2012 in an amount equal to 2.50%, 3.75% and 5.00% of the unpaid principal balance for years ending 2012, 2013 and thereafter.
The Credit Agreement requires that the Company maintain certain financial covenants. These covenants include a fixed charge coverage ratio, a leverage ratio and a balance sheet ratio. The Company used a portion of the borrowings to repay borrowings under the revolving credit facility.
The Company recorded $600,000 in debt issuance costs incurred to obtain the Credit Agreement, which are accounted for as deferred charges and amortized using the straight line method which approximates the interest method over the term of the Credit Agreement, of $100,000 each year until 2016. Amortization of debt issuance costs totaling $100,000 is included in interest expense in the statements of operations for the year ended December 31, 2011.
At December 31, 2010, the Company had a revolving credit facility with a bank of $15 million that expired on March 31, 2011. At December 31, 2011 and 2010 the revolving credit facility had an outstanding balance of $0 and $3,000,000, respectively.
The provision for income tax expense consists of the following for the years ended December 31:
| | | | | | | | | | | | |
| | 2011 | | | 2010 | | | 2009 | |
Current income tax benefit | | $ | (821,139 | ) | | $ | (331,175 | ) | | $ | (3,419,927 | ) |
Deferred income tax expense | | | 370,729 | | | | 216,116 | | | | (19,148,030 | ) |
| | | | | | | | | | | | |
Income tax benefit | | $ | (450,410 | ) | | $ | (115,059 | ) | | $ | (22,567,957 | ) |
| | | | | | | | | | | | |
As discussed in Note 2, effective January 1, 2009 the Company converted to a sub chapter S corporation for federal income tax reporting. The Company is subject to the Texas Margin Tax. Therefore, the deferred taxes that remain on the Company’s books at December 31, 2011 and 2010 relate to Texas deferred taxes.
The components of federal and state income tax expense for the years ended December 31, 2011, 2010 and 2009, respectively is as follows:
| | | | | | | | | | | | |
| | 2011 | | | 2010 | | | 2009 | |
Federal tax - built-in gain tax | | $ | 73,866 | | | $ | — | | | $ | — | |
Reversal of income tax related to tax status conversion | | | — | | | | — | | | | (22,339,402 | ) |
State tax (benefit) expense | | | 401,500 | | | | 322,118 | | | | (281,436 | ) |
Federal tax refund due to IRS audit | | | — | | | | (506,768 | ) | | | — | |
Uncertain tax positions | | | (1,029,829 | ) | | | 69,345 | | | | 52,881 | |
Valuation allowance | | | 97,044 | | | | — | | | | — | |
Other | | | 7,009 | | | | 246 | | | | — | |
| | | | | | | | | | | | |
Income tax benefit | | $ | (450,410 | ) | | $ | (115,059 | ) | | $ | (22,567,957 | ) |
| | | | | | | | | | | | |
12
Agrifos Fertilizer L.L.C.
Notes to Financial Statements
Years Ended December 31, 2011, 2010 and 2009
Significant components of the Company’s deferred tax assets and (liabilities) consist of the following at December 31:
| | | | | | | | | | | | | | | | |
| | 2011 | | | 2010 | |
| | Current | | | Noncurrent | | | Current | | | Noncurrent | |
Deferred tax assets | | | | | | | | | | | | | | | | |
Texas franchise tax temporary credit | | $ | 41,005 | | | $ | 1,576,403 | | | $ | 41,005 | | | $ | 1,617,407 | |
Inventories | | | 13,338 | | | | 12,630 | | | | 3,563 | | | | 6,268 | |
Other assets | | | — | | | | 6,077 | | | | — | | | | — | |
Accrued expenses | | | 5,159 | | | | — | | | | 4,505 | | | | — | |
Valuation allowance | | | — | | | | (706,192 | ) | | | — | | | | (609,148 | ) |
| | | | | | | | | | | | | | | | |
Total deferred tax assets | | | 59,502 | | | | 888,918 | | | | 49,073 | | | | 1,014,527 | |
| | | | | | | | | | | | | | | | |
Deferred tax liabilities | | | | | | | | | | | | | | | | |
Property, plant and equipment | | | — | | | | (329,480 | ) | | | — | | | | (143,590 | ) |
Other assets | | | (1,502 | ) | | | — | | | | (1,985 | ) | | | — | |
Deferred insurance proceeds | | | — | | | | (70,142 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Total deferred tax liabilities | | | (1,502 | ) | | | (399,622 | ) | | | (1,985 | ) | | | (143,590 | ) |
| | | | | | | | | | | | | | | | |
Net deferred taxes | | $ | 58,000 | | | $ | 489,296 | | | $ | 47,088 | | | $ | 870,937 | |
| | | | | | | | | | | | | | | | |
As of January 1, 2008, the former Texas franchise tax on taxable capital and earned surplus was replaced by the Texas Margin Tax, a revised tax on modified gross revenue. At the time of the change, taxpayers were permitted to take a temporary credit for business loss carryforwards that were available as of December 31, 2007 (“Texas Preservation Credit”). For franchise tax reports due after January 1, 2008, the taxpayer may utilize the Texas Preservation Credit against the tax liability reflected on the Texas Margin Tax return.
As of December 31, 2011 and 2010, the Company had available $1,617,408 and $1,658,412, respectively, of gross Texas Preservation credits remaining. The Company has established a valuation allowance on the Texas Preservation Credit to the extent that the Company believes it is more likely than not that the credit will not be utilized, which was $706,192 and $609,148 at December 31, 2011 and 2010, respectively.
The Company is subject to tax examinations in various jurisdictions and accordingly records incremental tax expense based upon the more-likely-than-not outcomes of any uncertain tax positions. In addition, when applicable, the Company adjusts the previously recorded tax expense to reflect examination results when the position is effectively settled. The Company’s ongoing assessments of the more-likely-than-not outcomes of the examinations and related tax positions require judgment and can increase or decrease the Company’s effective tax rate, as well as impact operating results. The specific timing of when the resolution of each tax position will be reached is uncertain. The Company recognizes accrued interest and penalties associated with uncertain tax positions as part of its provision for income taxes. The total amount of accrued interest and penalties at December 31, 2011 and 2010 was $0 and $69,345, respectively.
Reconciliations of the beginning and ending balance of uncertain tax positions for the years 2011, 2010 and 2009 are as follows:
13
Agrifos Fertilizer L.L.C.
Notes to Financial Statements
Years Ended December 31, 2011, 2010 and 2009
| | | | | | | | |
| | 2011 | | | 2010 | |
Beginning balance | | $ | 1,187,671 | | | $ | 1,118,326 | |
Additions based on tax positions related to the current year | | | — | | | | — | |
Additions for tax positions of prior years | | | — | | | | 69,345 | |
Reductions for tax positions due to lapse of statutes of limitations | | | (1,187,671 | ) | | | — | |
Settlements | | | — | | | | — | |
| | | | | | | | |
Balance at December 31 | | $ | — | | | $ | 1,187,671 | |
| | | | | | | | |
11. | Employee Benefit Plans |
Pension Plans
Reporting and disclosures related to pension and other postretirement benefit plans requires that companies include an additional asset or liability on the balance sheet to reflect the funded status of retirement and other postretirement benefit plans, and a corresponding after-tax adjustment to accumulated other comprehensive income with member’s equity.
The Company has two noncontributory pension plans (the “Plans”), which cover either hourly paid employees represented by collective bargaining agreements in effect at the Company’s location or hourly employees who have 1,000 hours of service during a year of employment.
Postretirement Benefits
The Company established a postretirement benefit plan for certain of its employees in 2006. The plan provides a fixed dollar amount to supplement payment of eligible medical expenses. The amount of the supplement under the plan is based on years of service and the type of coverage elected (single or family members and spouses). Participants are eligible for supplements at retirement after age 55 with at least 20 years of service to be paid until the attainment of age 65 or another disqualifying event, if earlier.
The following tables summarize changes in the projected benefit obligation, the Plans’ assets and the funded status of the Plans as well as the components of net periodic benefit costs, including key assumptions at December 31:
14
Agrifos Fertilizer L.L.C.
Notes to Financial Statements
Years Ended December 31, 2011, 2010 and 2009
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 2011 | | | 2010 | | | 2009 | |
| | Pension | | | Post- retirement (Restated) | | | Pension | | | Post- retirement (Restated) | | | Pension | | | Post- retirement (Restated) | |
Service cost | | $ | 160,055 | | | $ | 15,072 | | | $ | 167,952 | | | $ | 15,072 | | | $ | 180,116 | | | $ | 15,072 | |
Interest cost | | | 197,369 | | | | — | | | | 185,370 | | | | — | | | | 171,142 | | | | — | |
Expected return on plan assets | | | (229,854 | ) | | | — | | | | (204,552 | ) | | | — | | | | (147,112 | ) | | | — | |
Amortization of prior service cost | |
| 757
|
| | | — | | | | 757 | | | | — | | | | 757 | | | | — | |
Recognized loss due to curtailments | | | 536 | | | | — | | | | — | | | | — | | | | — | | | | — | |
Amortization of net actuarial loss | | | 15,028 | | | | (9,436 | ) | | | 14,982 | | | | 21,658 | | | | 54,936 | | | | 21,863 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net periodic pension costs | | $ | 143,891 | | | $ | 5,636 | | | $ | 164,509 | | | $ | 36,730 | | | $ | 259,839 | | | $ | 36,935 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Other changes in plan assets and benefit obligations recognized in other comprehensive income (OCI) | | | | | | | | | | | | | | | | | | | | | | | | |
Net (gain) loss | | $ | 1,009,609 | | | $ | 79,198 | | | $ | 478,304 | | | $ | (64,919 | ) | | $ | (648,415 | ) | | $ | — | |
Amortization of prior service costs | | | 56,309 | | | | — | | | | (757 | ) | | | — | | | | (757 | ) | | | — | |
Amortization of net actuarial loss | | | (15,028 | ) | | | 9,436 | | | | (14,982 | ) | | | (21,658 | ) | | | (54,936 | ) | | | (21,863 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total recognized in OCI | | $ | 1,050,890 | | | $ | 88,634 | | | $ | 462,565 | | | $ | (86,577 | ) | | $ | (704,108 | ) | | $ | (21,863 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total recognized in net periodic cost and other comprehensive loss | | $ | 1,194,781 | | | $ | 94,270 | | | $ | 627,074 | | | $ | (49,847 | ) | | $ | (444,269 | ) | | $ | 15,072 | |
The expected portion of the accumulated other comprehensive loss expected to be recognized as a component of net periodic benefit cost in 2012, 2011 and 2010 are $64,648, $55,302 and $14,990, respectively.
As the plan provides a fixed dollar amount to participants, increasing or decreasing the health care cost trend rate by 1% would not have any impact on the December 31, 2011, 2010 and 2009 obligation.
15
Agrifos Fertilizer L.L.C.
Notes to Financial Statements
Years Ended December 31, 2011, 2010 and 2009
| | | | | | | | | | | | | | | | |
| | 2011 | | | 2010 | |
| | | | | Post- | | | | | | Post- | |
| | | | | retirement | | | | | | retirement | |
| | Pension | | | (Restated) | | | Pension | | | (Restated) | |
Changes in projected benefit obligation (PBO) | | | | | | | | | | | | | | | | |
Benefit obligation at beginning of year | | $ | 3,652,927 | | | $ | 540,037 | | | $ | 3,138,727 | | | $ | 1,096,275 | |
Service cost | | | 160,055 | | | | 15,072 | | | | 167,952 | | | | 15,072 | |
Interest cost | | | 197,369 | | | | — | | | | 185,370 | | | | — | |
Amendment | | | 57,602 | | | | — | | | | — | | | | — | |
Actuarial (gain) loss | | | 613,159 | | | | 916,448 | | | | 245,086 | | | | (494,044 | ) |
Curtailments | | | (53,194 | ) | | | — | | | | — | | | | — | |
Actual benefit paid | | | (129,058 | ) | | | (77,266 | ) | | | (84,208 | ) | | | (77,266 | ) |
| | | | | | | | | | | | | | | | |
Benefit obligation at end of year | | | 4,498,860 | | | | 1,394,291 | | | | 3,652,927 | | | | 540,037 | |
Changes in plan assets | | | | | | | | | | | | | | | | |
Fair value of plan assets at beginning of year | | | 3,829,926 | | | | — | | | | 3,375,130 | | | | — | |
Actual return on plan assets | | | 33,482 | | | | — | | | | 395,443 | | | | — | |
Employer contributions | | | 129,824 | | | | — | | | | 143,561 | | | | — | |
Actual benefit payments | | | (129,058 | ) | | | — | | | | (84,208 | ) | | | — | |
| | | | | | | | | | | | | | | | |
Fair value of plan assets at end of year | | | 3,864,174 | | | | — | | | | 3,829,926 | | | | — | |
| | | | | | | | | | | | | | | | |
Funded status at end of year | | $ | (634,686 | ) | | $ | (1,394,291 | ) | | $ | 176,999 | | | $ | (540,037 | ) |
| | | | | | | | | | | | | | | | |
Amounts recognized in statement of financial position | | | | | | | | | | | | | | | | |
Current liabilities | | $ | — | | | $ | (71,634 | ) | | $ | — | | | $ | (71,634 | ) |
Noncurrent assets (liabilities) | | | (634,686 | ) | | | (1,322,657 | ) | | | 176,999 | | | | (468,403 | ) |
| | | | | | | | | | | | | | | | |
| | $ | (634,686 | ) | | $ | (1,394,291 | ) | | $ | 176,999 | | | $ | (540,037 | ) |
| | | | | | | | | | | | | | | | |
Amounts recognized in accumulated other comprehensive loss (AOCI) | | | | | | | | | | | | | | | | |
Net (gain) loss | | $ | 1,202,905 | | | $ | 189,001 | | | $ | 208,324 | | | $ | 100,367 | |
Prior service costs | | | 59,335 | | | | 15,072 | | | | 3,026 | | | | 15,072 | |
| | | | | | | | | | | | | | | | |
| | $ | 1,262,240 | | | $ | 204,073 | | | $ | 211,350 | | | $ | 115,439 | |
| | | | | | | | | | | | | | | | |
The above measures of the net periodic benefit cost and projected benefit obligation are based upon the following assumptions at December 31:
| | | | | | | | | | | | |
| | 2011 | | | 2010 | | | 2009 | |
Weighted average discount rate (projected benefit obligation) | | | 4.50 | % | | | 5.50 | % | | | 6.00 | % |
Weighted average discount rate (net periodic benefit cost) | | | 5.50 | | | | 5.50 | | | | 6.00 | |
Weighted average expected long-term rate of return on assets | | | 6.00 | | | | 6.00 | | | | 6.00 | |
The average discount rate used was determined to be within 25 basis points of the spot rate of the Citigroup Pension Liability Index (the “Index”). The expected cash flows were discounted using the Citigroup Pension Discount Curve to confirm that the methodology utilized in selecting the average discount rate did not produce a different result.
16
Agrifos Fertilizer L.L.C.
Notes to Financial Statements
Years Ended December 31, 2011, 2010 and 2009
| | | | | | | | | | | | | | | | |
| | 2011 | | | 2010 | |
| | Target Allocation as of December 31, 2011 | | | Percentage of Pension Plan Assets 2011 | | | Target Allocation as of December 31, 2010 | | | Percentage of Pension Plan Assets 2010 | |
Asset Category | | | | | | | | | | | | | | | | |
Equity securities | | | 50 | % | | | 52 | % | | | 50 | % | | | 53 | % |
Debt securities | | | 50 | | | | 48 | | | | 50 | | | | 47 | |
Cash and other | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
| | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
| | | | | | | | | | | | | | | | |
Over time, the investment policy is to allocate 50%, 40% and 10% to equity securities, debt securities and cash and other, respectively. This strategy is expected to produce a reasonable rate of investment return over the long-term commensurate with an acceptable level of risk.
Cash Flows
The Company expects to contribute approximately $135,000 to its Plans in 2012. Actual postretirement benefit plan contributions were $129,824 and $143,561 in 2011 and 2010, respectively.
Estimated Future Benefit Payments
| | | | | | | | |
| | Pension | | | Postretirement | |
2012 | | $ | 158,517 | | | $ | 62,717 | |
2013 | | | 182,891 | | | | 103,596 | |
2014 | | | 196,520 | | | | 123,736 | |
2015 | | | 224,724 | | | | 40,505 | |
2016 | | | 236,157 | | | | 15,386 | |
2017-2021 | | | 1,284,912 | | | | 406,812 | |
Savings and Profit Sharing Plan
Additionally, the Company has a savings and profit sharing plan for the benefit of qualified employees. The plan cost for the years ended December 31, 2011, 2010 and 2009 were approximately $160,000, $180,000 and $190,000, respectively.
12. | Asset Retirement Obligations |
The following table summarizes the activity for the Company’s abandonment obligations:
| | | | | | | | |
| | 2011 | | | 2010 | |
| | (Restated) | | | (Restated) | |
Beginning balance | | $ | 1,571,189 | | | $ | 1,521,732 | |
Accretion expense | | | 51,063 | | | | 49,457 | |
| | | | | | | | |
Balance at December 31 | | $ | 1,622,252 | | | $ | 1,571,189 | |
| | | | | | | | |
17
Agrifos Fertilizer L.L.C.
Notes to Financial Statements
Years Ended December 31, 2011, 2010 and 2009
AROs reflect the estimated present value of the amount of dismantlement, removal, site reclamation and similar activities associated with the Company’s phosphorous plant. Inherent in the fair value calculation of the ARO are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors, credit adjusted discount rates, timing of settlement, and changes in the legal, regulatory, environmental and political environments. To the extent future revisions to these assumptions impact the fair value of the existing ARO liability, a corresponding adjustment is made to the asset balance.
Member’s Equity
All member’s equity is owned by Holdings. All of the Company’s profits and losses are allocated to Holdings.
Receivables from owners
All receivables from owners of the Company parent (Holdings) have been recorded as a reduction in member’s equity.
14. | Commitments and Contingencies |
Operating Leases
The Company leases certain equipment under noncancelable operating leases having terms in excess of one year. Future minimum lease rental payments are as follows:
| | | | |
Year Ending December 31, | | | |
2012 | | $ | 54,144 | |
2013 | | | 20,818 | |
2014 | | | 17,840 | |
2015 | | | 1,968 | |
| | | | |
| | $ | 94,770 | |
| | | | |
Operating lease expense for the years ended December 31, 2011, 2010 and 2009 were $640,909, $1,611,465 and $1,293,188, respectively.
Litigation
The Company, in the normal course of business, is subject to claims and litigation with respect to operations. The Company records a provision with respect to a claim, suit, investigation or proceeding when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
Claims and proceedings are reviewed at least annually and provisions are taken or adjusted to reflect the impact and status of settlements, rulings, advice of counsel and other information pertinent to a particular matter. Claims, suits, investigations and proceedings are inherently uncertain and it is not possible to predict the ultimate outcome of such matters. While the Company will continue to defend itself vigorously, it is possible that the Company’s business, financial condition, results of operations or cash flows could be affected in any particular period by the resolution of one or more of these matters.
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Agrifos Fertilizer L.L.C.
Notes to Financial Statements
Years Ended December 31, 2011, 2010 and 2009
EPA Order of Consent
During 2007, heavy rainfall caused a release of process water into the Houston Ship Channel. As a result, on September 17, 2007, the United States Environmental Protection Agency (“EPA”) issued a First Amended Unilateral Administrative Order to the Company and ExxonMobil Corporation (the “UAO”). Subsequently, an Administrative Order on Consent (the “AOC”) was issued by the EPA which superseded and replaced the UAO in its entirety regarding the 2007 release of process water. As of December 31, 2010, substantially all of the costs necessary to comply with provisions of the AOC have been incurred and expensed in the financial statements.
In 2005, the EPA initiated an enforcement action against the entire United States phosphoric acid industry to enforce compliance with (i) RCRA and the applicable Bevill Amendment exclusion from RCRA and (ii) the HF MACT regulations set forth in the Clean Air Act. On December 7, 2011, the Company settled the enforcement action pursuant to a Consent Agreement and Final Order with the EPA, agreeing to pay $1,800,000 in installments over a two-year period and to complete a supplemental environmental project involving the construction of a containing wall around the granulation unit by June 2012. The total $1,800,000 was accrued as of December 31, 2011. Of this, approximately $1,080,000 is recorded in accrued expenses and $720,000 on other long-term liabilities.
State of Texas Sales and Use Tax Audit
During 2007, the State of Texas completed a sales and use tax audit of the Company for years 2003 to 2005 and, as a result, the Company received a Texas Notification of Audit Results which assessed the Company additional taxes of $1,300,000 and corresponding penalties and interest of $500,000. In February 2012, the Company reached a settlement with the State of Texas on a sales and use tax audit for years 2003 to 2005. The Company agreed to pay $1,300,000 in full settlement of this matter and that payment was made February 29, 2012. The Company has recorded a $1,300,000 liability as of December 31, 2011, an increase of $300,000 recognized during 2011, which is included in accrued expenses on the statements of financial position.
During 2011, the State of Texas completed a sales and use tax audit of the Company for years 2005 to 2008 and, as a result, the Company received a Texas Notification of Audit Results which assessed the Company additional taxes of $1,400,000 and corresponding penalties and interest of $400,000. Although the Company is disputing the tax assessment, based on management’s estimates of the ultimate liability, the Company has recorded a $500,000 liability as of December 31, 2011, which is included in accrued expenses on the statements of financial position.
15. | Significant Customers and Suppliers |
Significant Customers
The Company sells its fertilizers and sulfuric acid under short-term marketing agreements to a select number of customers. The Company’s four largest customers accounted for approximately 66%, 65% and 58% of revenue for the years ended December 31, 2011, 2010 and 2009, respectively.
For the year ended December 31, 2011, two customers accounted for approximately 99% of the Company’s trade accounts receivable as of December 31, 2011. For the year ended December 31, 2010, three customers accounted for approximately 96% of the Company’s trade accounts receivable as of December 31, 2010. For the year ended December 31, 2009, three customers accounted for 88% of the Company’s trade accounts receivable.
The loss of a significant customer would have a material adverse effect on the Company’s operations.
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Agrifos Fertilizer L.L.C.
Notes to Financial Statements
Years Ended December 31, 2011, 2010 and 2009
Significant Suppliers
Ammonia purchased from a certain supplier accounted for approximately 46%, 21% and 36% of the Company’s inventory purchases in 2011, 2010 and 2009, respectively. Sulfur purchased from a certain supplier accounted for approximately 19% of the Company’s inventory purchases in 2011.
Management believes there are alternative vendors in the industry that would be able to supply sufficient quantities of a majority of its raw material needs but there is no certainty that such supply can be provided under favorable terms.
16. | Risks and Uncertainties |
The Company relies on its current credit facilities to fund short-term liquidity needs if internal funds are not available from the Company’s operations. Disruptions in the capital and credit markets could adversely affect the Company’s ability to draw on its bank revolving credit facilities.
17. | Fair Value Measurements |
The fair value guidance defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.
The fair value guidance requires disclosures that categorize financial assets and financial liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs other than quoted prices included within Level 1 for the asset or liability, either directly or indirectly through market-corroborated inputs. Level 3 inputs are unobservable inputs for the asset or liability reflecting our assumptions about pricing by market participants. The Company classifies assets and liabilities in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s methodology for categorizing assets and liabilities that are measured at fair value pursuant to this hierarchy gives the highest priority to unadjusted quoted prices in active markets and the lowest level to unobservable inputs.
Pension and postretirement plan assets are accounted for as a component of the pension and postretirement liability on the statement of financial position. The following table summarizes trading securities and pension and postretirement plan assets measured at fair value as of December 31, 2011, 2010 and 2009:
20
Agrifos Fertilizer L.L.C.
Notes to Financial Statements
Years Ended December 31, 2011, 2010 and 2009
| | | | | | | | | | | | | | | | |
| | Fair Value as of December 31, 2011 | | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Unobservable Inputs (Level 3) | |
Pension and postretirement plan assets (see note 11) | | | | | | | | | | | | | | | | |
Equity securities | | $ | 2,019,595 | | | $ | 2,019,595 | | | $ | — | | | $ | — | |
Debt securities | | | 1,844,579 | | | | 1,844,579 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
| | $ | 3,864,174 | | | $ | 3,864,174 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | Fair Value as of December 31, 2010 | | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Unobservable Inputs (Level 3) | |
Pension and postretirement plan assets (see note 11) | | | | | | | | | | | | | | | | |
Equity securities | | $ | 2,022,504 | | | $ | 2,022,504 | | | $ | — | | | $ | — | |
Debt securities | | | 1,807,422 | | | | 1,807,422 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
| | $ | 3,829,926 | | | $ | 3,829,926 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
18. | Gain on Insurance Settlements |
The Company recorded a gain of $6,752,155 from an insurance settlement during the year ended December 31, 2009, for proceeds in excess of the net book value of inventory and fixed assets destroyed or damaged in connection with Hurricane Ike.
On November 1, 2012, Agrifos Holdings Inc. sold its subsidiary, Agrifos L.L.C., which includes Agrifos Fertilizer L.L.C., to Rentech Nitrogen Partners, L.P., a majority owned subsidiary of Rentech, Inc. In conjunction with the sale, the Company changed its name to Rentech Nitrogen Pasadena, LLC.
Events occurring after December 31, 2011 were evaluated as of the date of this report to ensure any subsequent events that meet the criteria for recognition and/or disclosure and have been included in this report.
21