EX-99.1 9 a05-11395_1ex99d1.htm EX-99.1

Exhibit 99.1

 

US GreenFiber, LLC

Financial Statements

December 31, 2004, 2003 and 2002

 



 

US GreenFiber, LLC

Index
December 31, 2004, 2003 and 2002

 

Report of Independent Auditors

 

 

 

Financial Statements

 

 

 

Balance Sheets

 

 

 

Statements of Operations and Members’ Equity

 

 

 

Statements of Cash Flows

 

 

 

Notes to Financial Statements

 

 



 

Report of Independent Auditors

 

To the Board of Managers
US GreenFiber, LLC

 

In our opinion, the accompanying balance sheets and the related statements of operations and members’ equity and of cash flows present fairly, in all material respects, the financial position of US GreenFiber, LLC (the “Company”) at December 31, 2004 and 2003, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2004, 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.

 

 

January 26, 2005

 

1



 

US GreenFiber, LLC

Balance Sheets

December 31, 2004 and 2003

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

3,287,499

 

$

3,655,456

 

Accounts receivable, less allowance for doubtful accounts of approximately $183,000 in 2004 and $250,000 in 2003

 

20,867,384

 

18,123,774

 

Futures contract (Note 4)

 

5,500,000

 

3,608,000

 

Other assets

 

1,797,405

 

1,356,208

 

Inventory

 

4,870,091

 

4,154,170

 

Total current assets

 

36,322,379

 

30,897,607

 

Property, plant and equipment, net

 

31,582,749

 

29,615,095

 

Intangible assets, net

 

2,245,768

 

2,264,499

 

Total assets

 

$

70,150,896

 

$

62,777,201

 

Liabilities and Members’ Equity

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

 

$

9,075,168

 

$

6,937,249

 

Accrued liabilities

 

6,622,263

 

4,574,284

 

Current portion of capital lease obligation

 

196,515

 

113,963

 

Total current liabilities

 

15,893,946

 

11,625,496

 

Capital lease obligation

 

169,696

 

139,787

 

Other long-term liabilities

 

453,557

 

 

Total liabilities

 

16,517,199

 

11,765,283

 

Commitments (Note 6)

 

 

 

 

 

Members’ equity

 

53,633,697

 

51,011,919

 

Total liabilities and members’ equity

 

$

70,150,896

 

$

62,777,201

 

 

The accompanying notes are an integral part of these financial statements.

 

2



 

US GreenFiber, LLC

Statements of Operations and Members’ Equity

Years Ended December 31, 2004, 2003 and 2002

 

 

 

2004

 

2003

 

2002

 

 

 

 

 

 

 

 

 

Sales

 

$

123,529,053

 

$

102,503,918

 

$

96,787,114

 

Cost of sales

 

97,309,465

 

79,941,482

 

74,761,297

 

Gross profit

 

26,219,588

 

22,562,436

 

22,025,817

 

Selling, general and administrative expenses

 

21,451,360

 

19,007,376

 

15,387,981

 

Income from operations

 

4,768,228

 

3,555,060

 

6,637,835

 

Other income (expense)

 

(38,450

)

7,059

 

52,064

 

Net income

 

4,729,778

 

3,562,119

 

6,689,900

 

Other comprehensive income (Note 4)

 

1,892,000

 

1,608,000

 

2,470,000

 

Comprehensive income

 

6,621,778

 

5,170,119

 

9,159,900

 

Members’ equity, beginning of year

 

51,011,919

 

49,841,800

 

41,681,900

 

Capital distribution to members

 

(4,000,000

)

(4,000,000

)

(1,000,000

)

Members’ equity, end of year

 

$

53,633,697

 

$

51,011,919

 

$

49,841,800

 

 

The accompanying notes are an integral part of these financial statements.

 

3



 

US GreenFiber, LLC

Statements of Cash Flows

Years Ended December 31, 2004, 2003 and 2002

 

 

 

2004

 

2003

 

2002

 

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

 

Net income

 

$

4,729,778

 

$

3,562,119

 

$

6,689,900

 

Adjustments to reconcile net income to net cash provided by operating activities

 

 

 

 

 

 

 

Depreciation

 

5,342,072

 

4,827,595

 

4,319,575

 

Amortization

 

109,482

 

109,482

 

98,803

 

Gain on disposal of assets

 

(62,092

)

(15,408

)

(60,706

)

Provision for accounts receivable

 

66,961

 

94,235

 

55,677

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

Accounts receivable

 

(2,810,571

)

(4,873,487

)

(2,518,566

)

Inventories

 

(715,921

)

(517,232

)

69,656

 

Accounts payable

 

1,710,800

 

759,486

 

261,653

 

Accrued expenses

 

2,047,979

 

1,033,015

 

(474,657

)

Restructuring accrual

 

 

 

(644,619

)

Other assets

 

(441,197

)

9,324

 

339,505

 

Other liabilities

 

453,557

 

(600,000

)

545,184

 

Net cash provided by operating activities

 

10,430,848

 

4,389,129

 

8,681,405

 

Cash flows from investing activities

 

 

 

 

 

 

 

Purchases of property, plant and equipment

 

(7,061,183

)

(4,563,912

)

(4,959,964

)

Purchases of intangible assets

 

(90,750

)

(34,364

)

(79,736

)

Proceeds from sale of property and equipment

 

509,773

 

415,713

 

370,376

 

Net cash used in investing activities

 

(6,642,160

)

(4,182,563

)

(4,669,324

)

Cash flows from financing activities

 

 

 

 

 

 

 

Distribution to members

 

(4,000,000

)

(4,000,000

)

(1,000,000

)

Payments on capital lease obligation

 

(156,645

)

(59,218

)

 

Payments on long-term debt

 

 

 

(2,071,103

)

Net cash used in financing activities

 

(4,156,645

)

(4,059,218

)

(3,071,103

)

Net decrease (increase) in cash and cash equivalents

 

(367,957

)

(3,852,652

)

940,978

 

Cash and cash equivalents

 

 

 

 

 

 

 

Beginning of year

 

3,655,456

 

7,508,108

 

6,567,130

 

End of year

 

$

3,287,499

 

$

3,655,456

 

$

7,508,108

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

 

Cash paid during the year for interest

 

$

28,580

 

$

15,700

 

$

59,600

 

Supplemental schedule of noncash transactions

 

 

 

 

 

 

 

Gain in fair market value of cash flow hedge derivatives

 

1,892,000

 

1,608,000

 

2,470,000

 

Purchase of equipment under capital leases

 

269,106

 

312,968

 

 

Assets acquired through accounts payable

 

427,119

 

523,027

 

 

 

The accompanying notes are an integral part of these financial statements.

 

4



 

US GreenFiber, LLC

Notes to Financial Statements

December 31, 2004, 2003 and 2002

 

1.                            Summary of Significant Accounting Policies and Description of the Business

 

Description of the Business

 

US GreenFiber, LLC (the “Company”) was incorporated in July 2000 under the state laws of Delaware.  The Company is an equally-owned joint venture formed by Louisiana-Pacific (“LP”) and Casella Waste Systems, Inc. (“Casella”) whereby each contributed certain cellulose manufacturing operations to the joint venture.

 

The Company, based in Charlotte, North Carolina, manufactures and supplies cellulose insulation nation-wide to contractors, manufactured home builders and retailers.  The Company has manufacturing facilities located in Atlanta, Georgia; Charlotte, North Carolina; Delphos, Ohio; Denver, Colorado; Elkwood, Virginia; Norfolk, Nebraska; Phoenix, Arizona; Sacramento, California; Tampa, Florida and Waco, Texas.

 

Under the terms of the joint venture agreement (the ”Agreement”), net profits and losses are to be allocated first to each member based on their respective Adjusted Capital Account and secondly, in accordance with their Percentage Interests, as defined in the Agreement.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

 

Inventories

 

Inventories consist primarily of raw material (recycled newspaper) and finished goods (cellulose insulation) and are valued at the lower of average cost or market.

 

As of December 31, 2004, the Company had entered into seventeen raw material contracts with various suppliers in order to mitigate supply risk on recycled newspaper.  These contracts, with various expiration dates through January 2009, require the Company to purchase approximately 11,000 short tons of raw material per month at various prices which approximates market prices as defined within the contracts.  Of the seventeen, five are with an affiliated company for the purchase of 4,550 short tons per month.

 

The Company uses commodity futures contracts to manage price exposures on anticipated purchases of raw material (Note 4).

 

Property, Plant and Equipment

 

Property, plant and equipment is recorded at cost.  Expenditures for maintenance, repairs and minor renewals are expensed as incurred.  Depreciation is computed on the straight-line method over the estimated useful lives of assets as follows:

 

Asset Classification

 

Estimated
Useful Lives

 

 

 

 

 

Buildings and improvements

 

20–34 years

 

Furniture and fixtures

 

3–10 years

 

Machinery and equipment

 

1–13 years

 

Trucks and trailers

 

4–8 years

 

 

5



 

When assets are sold or retired, the related cost and accumulated depreciation and amortization are removed from the respective accounts and any resulting gain or loss is included in the determination of income.

 

The Company reviews the carrying value of property, plant and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition.  In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets.

 

Intangible Assets

 

Intangible assets subject to amortization total approximately $1,013,000 and $1,032,000 at December 31, 2004 and 2003, respectively, and consist principally of patents and a noncompete agreement.  Patents and non-compete agreement are amortized on a straight-line method over useful lives of 15 and 5 years, respectively.  Amortization of intangible assets charged to operations amounted to approximately $109,000 for 2004 and 2003 and $99,000 for 2002.  The Company evaluates the recoverability of intangible assets when events or circumstances indicate a possible inability to recover carrying amounts. Such evaluation is based on various analyses, including cash flows and profitability projections.  These analyses necessarily involve management judgment.

 

Goodwill

 

Goodwill consists of the excess of purchase price over the fair value of the tangible and intangible assets acquired in a purchase business combination in 2002.  Goodwill is included in intangible assets and totaled approximately $1,233,000 at December 31, 2004 and 2003.  The Company evaluates the recoverability of goodwill on an annual basis, or when events or circumstances indicate a possible inability to recover carrying amounts.  Such evaluation is based on the estimated fair value of goodwill using various analyses, such as discounted cash flows and peer industry data.  These analyses necessarily involve management judgment.

 

Income Taxes

 

The Company is a limited liability company.  Accordingly, the accompanying financial statements do not include any provision for federal or state income taxes.  All income, losses, tax credits and deductions are allocated to the Company’s members and reported on the income tax returns of each member.

 

Concentration of Credit Risk

 

The Company maintains its cash in bank accounts that at times exceed federally insured limits.  Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and trade receivables.  The Company’s accounts receivable are derived from revenue earned from customers located in the United States.  The Company performs ongoing credit evaluations of its customers and maintains an allowance for doubtful accounts receivable based upon the expected collectability of accounts receivable.

 

6



 

For the years ended December 31, 2004, 2003 and 2002 approximately 51%, 42% and 37% of sales were to six customers.  As of December 31, 2004, 2003 and 2002, 45%, 37% and 33% of accounts receivable were from these six customers, respectively.

 

Revenue Recognition

 

Revenue is recognized at the time goods are shipped and title has transferred to the customer.

 

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 the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

 

Reclassifications

 

Certain 2003 and 2002 information has been reclassified to conform with the 2004 presentation.

 

2.                            Inventories

 

Inventories consist of the following at December 31:

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Parts

 

$

84,957

 

$

170,616

 

Raw material

 

3,603,581

 

2,699,931

 

Finished goods

 

1,181,553

 

1,283,623

 

 

 

$

4,870,091

 

$

4,154,170

 

 

3.                            Property, Plant and Equipment

 

Property, plant and equipment consists of the following at December 31:

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Land

 

$

174,608

 

$

174,608

 

Construction in progress

 

861,180

 

2,228,371

 

Buildings and improvements

 

3,908,778

 

3,399,476

 

Furniture and fixtures

 

2,049,102

 

1,710,356

 

Machinery and equipment

 

39,989,346

 

33,190,097

 

Trucks and trailers

 

10,461,210

 

9,799,209

 

 

 

57,444,224

 

50,502,117

 

Less: Accumulated depreciation

 

(25,861,475

)

(20,887,022

)

 

 

$

31,582,749

 

$

29,615,095

 

 

7



 

4.                            Derivative Instruments

 

Commodity Instruments

 

The Company actively monitors its exposure to commodity prices and uses derivative instruments to manage the impact of certain of these risks.  The Company uses derivatives only for purposes of managing risk associated with underlying exposures.  The Company does not trade or use instruments with the objective of earning financial gains on the commodity price nor does it use instruments where there are not underlying exposures.  The Company’s use of derivative financial instruments may result in short-term gains or losses and increased earnings volatility.  Complex instruments involving leverage or multipliers are not used.  Management believes that its use of derivative instruments to manage risk is in the Company’s best interest.

 

At the date new derivatives are entered into, the Company designates the derivative as either (1) a hedge of a recognized asset or liability or an unrecognized firm commitment (fair value hedge), or (2) a hedge of a forecasted transaction or the variability of cash flows to be received or paid in the future related to a recognized asset or liability (cash flow hedge).  Existing commodity instruments of the Company have been designated as cash flow hedges as of December 31, 2004, 2003 and 2002.  For cash flow hedges, the effective portion of the changes in the fair value of the derivative that is designated as a cash flow hedge is recorded in other comprehensive income. When the hedged item is realized, the gain or loss included in accumulated other comprehensive income is reported on the same line in the statements of income as the hedged item. In addition, the ineffective portion of the changes in the fair value of derivatives used as cash flow hedges are immediately recognized in cost of goods sold.

 

The Company formally documents its hedge relationships, including identifying the hedging instruments and hedged items, as well as the Company’s risk management objectives and strategies for entering into the hedge relationship.  This process includes matching the hedging instrument to the underlying hedged item (assets, liabilities, firm commitments or forecasted transactions).  At hedge inception and at least quarterly thereafter, the Company assesses whether the derivatives used as hedges are highly effective in offsetting changes in either the fair value or cash flows of the hedged item.  If it is determined that a derivative ceases to be a highly effective hedge, the Company discontinues hedge accounting, and any gains or losses on the derivative instrument would be recognized in earnings during the period it no longer qualifies as a hedge.

 

The Company uses commodity swap contracts to manage price exposures on anticipated purchases of raw material.  Of the 346,000 tons, 303,000 tons and 288,000 tons of raw materials purchased during 2004, 2003 and 2002, approximately 169,000 tons, 180,000 tons and 131,000 tons were hedged with swap contracts.  The Company’s strategy is to hedge certain production requirements for various periods up to 60 months.  As of December 31, 2004, 2003 and 2002, approximately 149,000 tons, 167,000 tons and 171,000 tons or 39%, 56% and 56%, respectively, of production requirements for the next 12 months were hedged.

 

As of December 31, 2004 and 2003, the fair value of outstanding commodity contracts, based on quotes from brokers, reflected on the balance sheets were approximately $5.5 million and $3.6 million, respectively.  Gains of approximately $1,892,000, $1,608,000 and $2,470,000, respectively, are included in the financial statements as other comprehensive income in the statements of operations and members’ equity for the years ended December 31, 2004, 2003 and 2002.

 

8



 

Foreign Currency Instruments

 

In December 2004, the Company entered into forward contracts to manage price exposures associated with future capital expenditures commitments denominated in Euros.  These foreign currency contracts have not been designated by the Company as accounting hedges and are therefore marked-to-market through current period earnings (treated as economic hedges).  As of December 31, 2004, approximately 75% of the total capital commitment of $4.6 million was economically hedged.  The total impact on current period earnings associated with changes in value of these forward contracts was immaterial.

 

5.                            Financing

 

The Company has an unsecured revolving credit facility for borrowings of up to $10 million that matures on June 30, 2006.  Interest on the facility accrues at LIBOR plus 1.25%.  There was $2,137,000 and $2,200,000 in letters of credit outstanding under this facility as of December 31, 2004 and 2003.

 

6.                            Commitments and Contingencies

 

The Company leases property and equipment under noncancelable capital and operating lease agreements with various expiration dates through June 30, 2009.

 

The following is a schedule, by year, of the future minimum payments under capital and operating leases, together with the present value of the net minimum payments as of December 31, 2004:

 

 

 

Capital
Leases

 

Operating
Leases

 

 

 

 

 

 

 

Year ending December 31

 

 

 

 

 

2005

 

$

196,515

 

$

2,545,144

 

2006

 

128,937

 

2,371,410

 

2007

 

41,995

 

1,815,896

 

2008

 

5,073

 

1,113,105

 

2009

 

4,651

 

547,429

 

Thereafter

 

 

160,333

 

Total minimum payments

 

377,171

 

$

8,553,317

 

Less: Amount representing interest

 

(10,960

)

 

 

Present value of net minimum lease payments

 

366,211

 

 

 

Less: Current portion of capital lease obligation

 

196,515

 

 

 

Capital lease obligation

 

$

169,696

 

 

 

 

Rent expense for property, plant and equipment for the years ended December 31, 2004, 2003 and 2002 was approximately $3,328,000, $3,169,000 and $3,104,000, respectively.

 

Each year claims and lawsuits may arise out of the normal conduct of its business.  Although the ultimate outcome of these legal proceedings cannot be predicted with certainty, management of the Company believes that the resulting liability, if any, will not have a material impact on the Company’s financial statements.

 

9



 

7.                            Benefit Plans

 

The Company’s overall compensation and benefits program includes four nonqualified incentive bonus/employee profit sharing plans.  Benefits payable under these plans are calculated based on the Company’s performance against budgeted earnings before interest, taxes, depreciation and amortization (“EBITDA”) and are allocated based on the Company’s financial performance (65%) and each participant’s individual performance (35%).  Liabilities associated with these plans totaled approximately $1,554,000 and $850,000 at December 31, 2004 and 2003, respectively, and are in included in accrued expenses.

 

The Company has established a long-term incentive plan (“LIP”) for certain directors and senior management designed to compensate these individuals for the creation of long-term business value.  The plan provides an LIP pool based on a defined formula designed to equate to 5% of the equity created at the end of the three-year vesting period.  The Company had accrued approximately $454,000 at December 31, 2004 and $0 accrued at December 31, 2003 for the LIP, which is included in other long-term liabilities.

 

Additionally, the Company sponsors a 401(k) defined contribution plan covering substantially all employees.  Each year, participants may contribute amounts up to 15% of pretax compensation.  Total contributions to the plan were approximately $333,000, $289,000 and $170,000 during 2004, 2003 and 2002, respectively.

 

Effective January 1, 2003, the Plan adopted the provisions of a Safe Harbor Plan.  To satisfy the requirements of a Safe Harbor Plan, the employer match is no longer discretionary and is required to be 100% of the first 3% of employee contributions and 50% of the next 2% of employee contributions.

 

8.                            Related Party Transactions

 

During 2004, the Company, in the normal course of business, incurred various charges from LP and Casella.  These expenses, primarily for rent, shared customer rebate incentive programs, and shared personnel, for the years ended December 31, 2004, 2003 and 2002 totaled approximately $312,000, $443,000 and $518,000, respectively.

 

Additionally, the Company purchased raw materials (recycled newspaper) from an affiliated company during 2004, 2003 and 2002 of approximately $3,311,000, $2,866,000 and $3,214,000, respectively.

 

The Company had accounts payable to LP of $120,000 at December 31, 2004 and no amounts payable at December 31, 2003.

 

10