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REALIZATION OF ASSETS
6 Months Ended
Jun. 30, 2012
REALIZATION OF ASSETS

NOTE M — REALIZATION OF ASSETS

 

The unaudited consolidated balance sheet of Central has been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of Central as a going concern. Central had a loss from operations for the year ended December 31, 2011 and the six months ended June 30, 2012, and has a deficit in working capital of $3,847,000 at June 30, 2012. The RZB Note and the accrued and unpaid estimated income taxes owed by Regional totaled approximately $2,307,000 at June 30, 2012. The RZB Note is collateralized by all Regional assets and a pledge of the common stock of Regional to RZB by the Partnership. In addition, the Partnership is liable for the federal and state late filing penalties related to the Partnership’s failure to deliver timely Schedules K-1 for the 2008 Tax Year and the 2009 Tax Year to its Unitholders of up to $3,464,000. Central is also responsible for contingencies associated with the TransMontaigne dispute (see Note H – Commitments and Contingencies – TransMontaigne Dispute).

 

Substantially all of Central’s assets are pledged or committed to be pledged as collateral on the RZB Note, and therefore, Central is unable to obtain additional financing collateralized by those assets. Until such time as the Storage Tank is placed back into service and the only remaining available storage tank at June 30, 2012 is leased, Regional does not expect to have sufficient working capital from operations to cover ongoing monthly debt service obligations on the RZB Note, and therefore, the amount which can be provided to Central, if any, to fund general overhead is limited. Should Central need additional capital in excess of cash generated from operations to make the RZB Note payments, for payment of the contingent liabilities, for expansion, repair of the Storage Tank, capital improvements to existing assets, for working capital or otherwise, its ability to raise capital would be hindered by the existing pledge. In addition, the Partnership has obligations under existing registrations rights agreements. These rights may be a deterrent to any future equity financings. If additional amounts cannot be raised and cash flow is inadequate, Central and/or Regional would be required to seek other alternatives which could include the sale of assets, closure of operations and/or protection under the U.S. bankruptcy laws.

 

In view of the matters described in the preceding paragraphs, recoverability of the recorded asset amounts shown in the accompanying unaudited consolidated balance sheet is dependent upon the ability of Central to (1) pay the estimated income tax liabilities owed by Regional as they become due, (2) resolve favorably the exposure for late tax filing penalties for the tax years ended December 31, 2008 and 2009 and non-delivery of Schedules K-1, (3) satisfactorily resolving the TransMontaigne dispute (4) satisfactorily completing the repairs associated with the Asphalt Loss, (5) continue to receive waiver of salaries and expenses by the Partnership’s executive officers until sufficient working capital is received, (6) receive additional advances from the General Partner or distributions from Regional resulting from a refinancing of the RZB Note and (7) continue to receive consent from RZB to utilize remaining proceeds from the Sold Tractors towards working capital. At the present time, neither the General Partner nor Regional has the financial ability to make such advances, pending the successful conclusion of discussions to obtain a new loan secured by the Regional assets and pay-off the RZB Loan. The unaudited consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should Central be unable to restructure such debt and to continue in existence.