Exhibit 99.4
SIRATSA LLC AND SUBSIDIARIES
Unaudited Consolidated Financial Statements
December 31, 2006
SIRATSA LLC AND SUBSIDIARIES
Unaudited Consolidated Balance Sheet
December 31, 2006
(Dollars in thousands)
DECEMBER 31, 2006
-----------------
ASSETS
Current assets:
Cash and cash equivalents $ 1,323
Restricted cash (Note 2) 3,150
Receivables:
Other 65
Deposits held in escrow 25,328
Prepaid expenses and other current assets 64
----------------------------
Total current assets 29,930
Other assets 192
----------------------------
Total assets $ 30,122
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LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses 5,448
Due to affiliates (Note 1) 12,573
Commitments and contingent liabilities (Note 5)
----------------------------
Total liabilities 18,021
Members' equity 12,101
----------------------------
Total liabilities and members' equity $ 30,122
============================
See accompanying notes to unaudited consolidated financial statements.
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SIRATSA LLC AND SUBSIDIARIES
Unaudited Consolidated Statement of Operations
Year ended December 31, 2006
(Dollars in thousands)
YEAR ENDED
DECEMBER 31, 2006
-----------------
Other income:
Selling, general, and administration expenses $ (1,734)
Interest income 736
Other expense (Note 3) (4,028)
----------------------------
Net loss before income taxes (5,026)
Income tax expense ----
----------------------------
Net loss $ (5,026)
============================
See accompanying notes to unaudited consolidated financial statements.
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SIRATSA LLC AND SUBSIDIARIES
Unaudited Consolidated Statement of Changes in Members' Equity
Year ended December 31, 2006
(Dollars in thousands)
ACCUMULATED OTHER TOTAL
MEMBERS' EQUITY COMPREHENSIVE INCOME MEMBERS' EQUITY COMPREHENSIVE LOSS
---------------------------------------------------------------------------------------
Balance, December 31, 2005 $ 17,127 $ -- $ 17,127
Net loss (5,026) -- (5,026) (5,026)
-----------
Comprehensive loss -- $ (5,026)
---------- ----------- ----------- ===========
Balance, December 31, 2006 $ 12,101 $ -- $ 12,101
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See accompanying notes to unaudited consolidated financial statements.
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SIRATSA LLC AND SUBSIDIARIES
Unaudited Consolidated Statement of Cash Flows
Year ended December 31, 2006
(Dollars in thousands)
YEAR ENDED
DECEMBER 31, 2006
-----------------
Cash flows from operating activities:
Net loss $ (5,026)
Adjustments to reconcile loss to net cash used in operating activities:
Non-cash interest income (517)
Changes in operating assets and liabilities:
Restricted cash 500
Receivables, net 502
Prepaid expenses and other current assets 338
Accounts payable and accrued expenses 3,152
-------------------------
Net cash used in operating activities (1,051)
Cash and cash equivalents, beginning of year 2,374
-------------------------
Cash and cash equivalents, end of year $ 1,323
=========================
Supplemental disclosures of cash flow information:
Cash paid for interest $ ----
Cash paid for taxes $ 280
See accompanying notes to unaudited consolidated financial statements.
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SIRATSA LLC AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
December 31, 2006
(Dollars in thousands)
(1) OPERATIONS AND ORGANIZATION
ORGANIZATION AND BASIS OF PRESENTATION
Siratsa LLC, formerly Astaris LLC, and subsidiaries (Siratsa or the Company)
was, prior to the sale transaction described below, a diversified chemical
producer of phosphates and phosphoric acid products headquartered in St.
Louis, Missouri. Currently, the Company conducts no operations.
On September 1, 2005, the Company, Solutia Inc. (Solutia) and FMC Corporation
(FMC) (The Owners) entered into an asset purchase agreement with Israel
Chemicals Limited (ICL) and one of its subsidiaries, pursuant to which the
Company agreed to sell substantially all of its foreign and domestic operating
assets to ICL for $255,000 in cash, subject to certain purchase price
adjustments, and the assumption by ICL of certain related liabilities. The
transaction closed on November 4, 2005. Subsequent to the closing of the
transaction, certain of the assets and liabilities of the Company that were
not included in the sale to ICL were transferred to Solutia and FMC.
Generally, these assets and liabilities consisted of cash, property originally
contributed to the joint venture by Solutia and FMC, as well as certain
pre-closing liabilities, including certain environmental liabilities. Certain
non-operating assets and liabilities remained with the Company.
As part of the sale transaction, $12,500 of the sales proceeds were deposited
in escrow to secure Solutia's indemnification obligations as defined in the
Asset Purchase Agreement. This amount and the accumulated interest are
included in deposits held in escrow in the consolidated balance sheet. This
amount will be paid pursuant to the indemnification provisions of the Asset
Purchase Agreement and is expected to be paid in 2007. Therefore, an equal
amount is recorded as a liability in Due to affiliates in the consolidated
balance sheet as of December 31, 2006.
Effective December 2, 2005, the Company changed its name to Siratsa LLC.
The accompanying consolidated financial statements include the accounts of
Siratsa LLC and subsidiaries. All significant intercompany balances and
transactions have been eliminated in consolidation.
On December 17, 2003, Solutia, Inc. announced that it and its 14 U.S.
subsidiaries have filed voluntary petitions for reorganization under Chapter
11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of New York (Case No. 0317949). Solutia and its subsidiaries remain
in possession of their assets and properties and continue to operate their
businesses and manage their properties as "debtors-in-possession" pursuant to
Sections 1107(a) and 1108 of the U.S. Bankruptcy Code.
On February 14, 2006, Solutia filed with the U.S. bankruptcy Court their Plan
of Reorganization (the Plan) and Disclosure Statement (the Disclosure
Statement). The Plan and Disclosure Statement set forth the terms of a global
settlement between Solutia, the Official Committee of Unsecured Creditors,
Monsanto Company and Pharmacia. In general, it provides for, among other
things, the reallocation of certain legacy liabilities among Solutia, Monsanto
and Pharmacia and the treatment of various constituencies in the Chapter 11
cases will receive under the Plan. The Plan and Disclosure Statement are
subject to U.S. Bankruptcy Court approval, the approval of various
constituencies in the Chapter 11 cases and the satisfaction of other
contingencies. Since the February 14, 2006 filing, the U.S. Bankruptcy Court
has not moved forward with the process to approve the Disclosure Statement and
confirm the Plan due to two adversary proceedings filed in their Chapter 11
case. Solutia is in discussions with the major stakeholders in their Chapter
11 case in an effort to modify the global settlement and Plan and achieve a
confirmable Plan. Solutia is also continuing to evaluate and explore all other
reasonable alternatives to reorganize the Company in order to maximize the
value of the estate for stakeholders.
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SIRATSA LLC AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
December 31, 2006
(Dollars in thousands)
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements, and that affect revenues and expenses
during the period reported. Actual results are likely to differ from those
estimates.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments, with original maturities
of three months or less, to be cash equivalents, except that any such
investments purchased with funds held in escrow or similar accounts are
classified as restricted cash. These investments are carried at cost, which
approximates market value.
RESTRICTED CASH
As of December 31, 2006, $3,150 is classified as restricted cash. These monies
are on deposit to cover insurance claims paid by the workers' compensation
administrator.
INCOME TAXES
No provision for United States Federal income taxes has been made in the
accompanying consolidated financial statements since any liability for such
income taxes is that of the Owners and not of the Company. The Company's
income tax provision relates to certain foreign, state and local income taxes.
(3) SALE OF ASSETS
The Company and its Owners entered into an Asset Purchase Agreement with ICL,
dated September 1, 2005, to sell substantially all of the Company's assets,
including $925 in cash, for $255,000 cash and the assumption of certain
liabilities. The sale price of the transaction was based on a purchased net
working capital balance of $58,000, with any difference on the date of close
to be reflected as an adjustment to the purchase price. The estimated
purchased working capital at closing was $70,243, which resulted in a
preliminary purchase price of $267,243. The Asset Purchase Agreement required
that cash equal to the estimated working capital excess on November 4, 2005,
of $12,243 be deposited in an escrow account to be released from escrow upon
verification of actual working capital on the transaction date. As of December
31, 2006, the final working capital adjustment to the purchase price was
undetermined.
In February of 2007, the final working capital adjustments were determined. As
a result, the final purchase price was $263,448 and the amounts held in escrow
will be released in 2007. The resolution of the final working capital
adjustment, which reduced the preliminary purchase price, will require an
amount due to ICL of $4,028. This is comprised a $3,795 working capital
adjustment and $233 of interest. This amount has been accrued as "other
expense" in the consolidated statement of operations for the year ended
December 31, 2006.
Siratsa ceased operations when the transaction was completed on November 4,
2005.
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(4) ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses at December 31, 2006 consist of the
following:
2006
----
Accounts payable $ 199
Due to ICL 4,028
Other accrued liabilities 1,221
-----------------------------
$ 5,448
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(5) COMMITMENTS AND CONTINGENCIES
Pursuant to the Asset Purchase Agreement and the Owner's Agreement,
responsibility for all contingent liabilities and commitments, including all
lease commitments, was assumed by either ICL or the Owners.
The Company has certain contingent liabilities arising from litigation related
to the sale of assets described in Note 3. Based on information currently
available and established reserves, the ultimate resolution of the Company's
known contingencies is not expected to have a material adverse effect on its
financial position, results of operations or liquidity.
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