EX-99.2 10 a07-16865_1ex99d2.htm EX-99.2

Exhibit 99.2

 

 

US GreenFiber, LLC

Consolidated Financial Statements
December 31, 2006, 2005 and 2004




 

US GreenFiber, LLC
Index
December 31, 2006, 2005 and 2004


 

Page(s)

Report of Independent Auditors

 

1

 

 

 

Consolidated Financial Statements

 

 

 

 

 

Balance Sheets

 

2

 

 

 

Statements of Operations and Members’ Equity

 

3

 

 

 

Statements of Cash Flows

 

4

 

 

 

Notes to Financial Statements

 

5-12

 




 

Report of Independent Auditors

To the Board of Managers
US GreenFiber, LLC

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations and members’ equity and cash flows present fairly, in all material respects, the financial position of US GreenFiber, LLC (the ”Company”) and its subsidiaries at December 31, 2006 and 2005 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2006, 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.

PricewaterhouseCoopers LLP

March 9, 2007

1




 

US GreenFiber, LLC
Consolidated Balance Sheets
December 31, 2006 and 2005


 

 

2006

 

2005

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

327,100

 

$

3,188,819

 

Accounts receivable, less allowance for doubtful accounts

 

 

 

 

 

of approximately $178,000 in 2006 and $101,000 in 2005

 

23,044,458

 

27,433,267

 

Futures contract (Note 5)

 

333,000

 

782,000

 

Other assets

 

2,277,709

 

1,851,267

 

Inventory (Note 2)

 

7,659,480

 

5,136,912

 

Total current assets

 

33,641,747

 

38,392,265

 

Property, plant and equipment, net (Note 3)

 

58,744,370

 

41,901,422

 

Goodwill

 

10,180,421

 

2,728,987

 

Intangible assets, net

 

3,939,099

 

989,069

 

Total assets

 

$

106,505,637

 

$

84,011,743

 

 

 

 

 

 

 

Liabilities and Members’ Equity

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

 

$

12,257,818

 

$

13,981,832

 

Accrued liabilities (Note 4)

 

10,139,897

 

9,192,401

 

Current portion of capital lease obligation

 

300,985

 

251,604

 

Current portion of long-term debt

 

3,308,742

 

 

Total current liabilities

 

26,007,442

 

23,425,837

 

Capital lease obligation

 

451,136

 

229,799

 

Other liabilities

 

1,207,971

 

2,109,116

 

Long-term debt (Note 6)

 

11,834,755

 

 

Total liabilities

 

39,501,304

 

25,764,752

 

Commitments (Note 7)

 

 

 

 

 

Members’ equity

 

67,004,333

 

58,246,991

 

Total liabilities and members’ equity

 

$

106,505,637

 

$

84,011,743

 

 

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

2




 

GRAPHICUS GreenFiber, LLC
Consolidated Statements of Operations and Members’ Equity
Years Ended December 31, 2006, 2005 and 2004


 

 

2006

 

2005

 

2004

 

 

 

 

 

 

 

 

 

Sales

 

$

182,822,904

 

$

149,084,503

 

$

123,529,053

 

Cost of sales

 

139,406,587

 

116,742,164

 

97,309,465

 

Gross profit

 

43,416,317

 

32,342,339

 

26,219,588

 

Selling, general and administrative expenses

 

32,848,962

 

23,228,021

 

21,451,360

 

Income from operations

 

10,567,355

 

9,114,318

 

4,768,228

 

Interest income (expense)

 

(928,945

)

64,361

 

48,843

 

Other income (expense)

 

(432,068

)

152,615

 

(87,293

)

Net income

 

9,206,342

 

9,331,294

 

4,729,778

 

Other comprehensive income (expense)

 

 

 

 

 

 

 

(Note 5)

 

(449,000

)

(4,718,000

)

1,892,000

 

Comprehensive income

 

8,757,342

 

4,613,294

 

6,621,778

 

Members’ equity, beginning of year

 

58,246,991

 

53,633,697

 

51,011,919

 

Capital distribution to members

 

 

 

(4,000,000

)

Members’ equity, end of year

 

$

67,004,333

 

$

58,246,991

 

$

53,633,697

 

 

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

3




 

GRAPHICUS GreenFiber, LLC
Consolidated Statements of Cash Flows
Years Ended December 31, 2006, 2005 and 2004


 

 

2006

 

2005

 

2004

 

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

 

Net income

 

$

9,206,342

 

$

9,331,294

 

$

4,729,778

 

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

 

 

 

 

 

 

 

Depreciation

 

7,979,673

 

6,733,156

 

5,342,072

 

Amortization

 

320,410

 

108,346

 

109,482

 

Gain on disposal of assets

 

(32,753

)

(142,712

)

(62,092

)

Provision for accounts receivable

 

76,967

 

81,899

 

66,961

 

Changes in operating assets and liabilities (exclusive of acquisitions)

 

 

 

 

 

 

 

Accounts receivable

 

5,136,690

 

(5,927,470

)

(2,810,571

)

Inventories

 

(1,923,949

)

(35,282

)

(715,921

)

Accounts payable

 

(2,584,861

)

3,989,705

 

1,710,800

 

Accrued expenses

 

728,218

 

2,081,488

 

2,047,979

 

Other assets

 

(425,126

)

(24,863

)

(441,197

)

Other liabilities

 

(901,145

)

1,066,089

 

453,557

 

Net cash provided by operating activities

 

17,580,466

 

17,261,650

 

10,430,848

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

Purchases of property, plant and equipment

 

(18,153,502

)

(14,741,868

)

(7,061,183

)

Purchases of intangible assets

 

(154,440

)

(73,247

)

(90,750

)

Purchase of Bonded Insulation Company, Inc. (Note 1)

 

 

(2,760,997

)

 

Purchase of Blue Sky Manufacturing, Inc. (Note 1)

 

(1,533,482

)

 

 

Purchase of Redi-Therm, Inc. (Note 1)

 

(15,753,905

)

 

 

Proceeds from sale of property and equipment

 

318,278

 

426,673

 

509,773

 

Net cash used in investing activities

 

(35,277,051

)

(17,149,439

)

(6,642,160

)

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

Loan borrowings

 

22,377,000

 

 

 

Loan payments

 

(7,233,503

)

 

 

Repayments on capital lease obligations, net

 

(308,631

)

(210,891

)

(156,645

)

Distribution to members

 

 

 

(4,000,000

)

Net cash provided by (used in) financing activities

 

14,834,866

 

(210,891

)

(4,156,645

)

Net decrease in cash and cash equivalents

 

(2,861,719

)

(98,680

)

(367,957

)

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

Beginning of year

 

3,188,819

 

3,287,499

 

3,655,456

 

End of year

 

$

327,100

 

$

3,188,819

 

$

3,287,499

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

 

Cash paid during the year for interest

 

$

981,942

 

$

27,311

 

$

28,580

 

 

 

 

 

 

 

 

 

Supplemental schedule of noncash transactions

 

 

 

 

 

 

 

Gain (loss) in fair market value of cash flow hedge derivatives

 

(449,000

)

(4,718,000

)

1,892,000

 

Purchase of equipment under capital leases

 

579,349

 

326,083

 

269,106

 

Assets acquired through accounts payable

 

220,084

 

644,337

 

427,119

 

 

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

 

4




 

GRAPHICUS GreenFiber, LLC
Notes to Consolidated Financial Statements
December 31, 2006, 2005 and 2004


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 Albany, New York, Atlanta, Georgia; Charlotte, North Carolina; Delphos, Ohio; Denver, Colorado; East St. Louis, Illinois; Elkwood, Virginia; Norfolk, Nebraska; Phoenix, Arizona; Sacramento, California; Salt Lake City, Utah; 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.

On February 8, 2006, the Company entered into a stock purchase agreement to acquire 100% of the issued and outstanding shares of capital stock of Redi-Therm Insulation, Inc., Redi-Therm Transportation, Inc., Redi-Therm Trucking, Inc., and Redi-Therm, Recycling, Inc. for a total purchase price of approximately $15.8 million.  The acquisition was accounted for using the purchase method of accounting.  Accordingly, the consideration paid was allocated based on the estimated fair value of the net assets acquired.  The purchase price was allocated as follows:

Total working capital allocation, less cash acquired

 

$

433,642

 

Equipment

 

5,110,000

 

Noncompete agreements

 

204,000

 

Customer relationships

 

2,812,000

 

Goodwill

 

7,194,263

 

 

 

$

15,753,905

 

 

On January 3, 2006, the Company entered into an asset purchase agreement to acquire the division and substantially all of the assets related primarily to the division of Blue Sky Manufacturing Incorporated in East St. Louis, Missouri.  The consideration paid of approximately $1.5 million was allocated based on the estimated fair value of the assets acquired.  The purchase price was allocated as follows:

Machinery and equipment

 

$

1,045,210

 

Rolling stock

 

131,100

 

Noncompete agreements

 

100,000

 

Goodwill

 

257,172

 

 

 

$

1,533,482

 

 

5




 

On July 12, 2005, the Company entered into a stock purchase agreement to acquire 100% of the issued and outstanding shares of capital stock of Bonded Insulation Company, Inc. for a total purchase price of approximately $2.8 million.  The acquisition was accounted for using the purchase method of accounting.  Accordingly, the consideration paid was allocated based on the estimated fair value of the net assets acquired.  The purchase price was allocated as follows:

Real property

 

$

30,000

 

Building

 

436,381

 

Land improvements

 

35,003

 

Equipment

 

1,448,202

 

Other assets/liabilities

 

(694,726

)

Noncompete agreements

 

10,000

 

Goodwill

 

1,496,137

 

 

 

$

2,760,997

 

 

Principles of Consolidation

The consolidated financial statements include the accounts of U.S. GreenFiber, LLC and its wholly owned subsidiaries, GreenFiber Albany, Inc. and GreenFiber Salt Lake City, Inc.  All significant intercompany accounts and transactions have been eliminated.

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, 2006, the Company had entered into 15 raw material contracts with various suppliers in order to mitigate supply risk on recycled newspaper.  These contracts, with various expiration dates through 2010, require the Company to purchase approximately 90,000 short tons of raw material per month at various prices which approximates market prices as defined within the contracts.

The Company uses commodity futures contracts to manage price exposures on anticipated purchases of raw material (Note 5).

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:

 

Estimated

 

Asset Classification

 

Useful Lives

 

 

 

 

 

Buildings and improvements

 

15–20 years

 

Furniture and fixtures

 

3–10 years

 

Machinery and equipment

 

1–13 years

 

Trucks and trailers

 

4–8 years

 

 

6




 

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 $3,939,000 and $989,000 at December 31, 2006 and 2005, respectively, and consist principally of patents and noncompete agreements and customer lists.  Patents and non-compete agreements 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 $320,000 for 2006, $112,000 for 2005 and $109,000 for 2004.  Estimated amortization expense for the years 2007 through 2011 is $315,000, $315,000, $315,000, $315,000, $295,000, respectively.  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.  No impairment charges were recorded in 2006, 2005 and 2004.

Goodwill

Goodwill consists of the excess of purchase price over the fair value of the tangible and intangible assets acquired in purchase business combinations in 2006, 2005 and 2002.  Goodwill totaled approximately $10,180,000 and $2,729,000 at December 31, 2006 and 2005, respectively.  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.  No impairment charges were recorded in 2006, 2005 and 2004.

Income Taxes

The Company is a limited liability company.  Accordingly, the accompanying consolidated 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 return of each member.  In 2005, the Company acquired Bonded Insulation Company, Inc., which was taxed as a corporation.  A provision for income taxes is recognized in 2006 and 2005 for US GreenFiber LLC.  Included in other assets and other liabilities on the consolidated balance sheet are deferred income taxes of approximately $121,000 and $553,000, respectively, at December 31, 2006 and $121,000 and $553,000, respectively, at December 31, 2005.  Included in other income (expense) on the consolidated statement of operations is income taxes expense of approximately $256,000 for 2006 and $39,000 for 2005.

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

7




ongoing credit evaluations of its customers and maintains an allowance for doubtful accounts receivable based upon the expected collectibility of accounts receivable.

For the years ended December 31, 2006, 2005 and 2004 approximately 47%, 54% and 51% of sales were to six customers.  As of December 31, 2006, 2005 and 2004, 55%, 58% and 45% 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.  The Company provides sales incentives in the form of rebates to certain customers.  The rebates are presented as a reduction of sales in the consolidated statements of operations and members’ equity.

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

2.                            Inventories

Inventories consist of the following at December 31:

 

2006

 

2005

 

Parts

 

$

590,119

 

$

278,550

 

Raw material

 

5,602,048

 

3,556,739

 

Finished goods

 

1,467,313

 

1,301,623

 

 

 

$

7,659,480

 

$

5,136,912

 

 

3.                            Property, Plant and Equipment

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

 

2006

 

2005

 

Land

 

$

330,268

 

$

255,405

 

Construction in progress

 

1,220,904

 

10,533,292

 

Buildings and improvements

 

7,864,746

 

4,226,956

 

Furniture and fixtures

 

1,243,137

 

2,386,386

 

Machinery and equipment

 

71,154,422

 

44,164,642

 

Trucks and trailers

 

14,732,478

 

12,071,391

 

 

 

96,545,955

 

73,638,072

 

Less: Accumulated depreciation

 

(37,801,585

)

(31,736,650

)

 

 

$

58,744,370

 

$

41,901,422

 

 

8




 

4.                            Accrued Liabilities

Accrued liabilities consist of the following at December 31:

 

2006

 

2005

 

Accrued payroll, bonus and related items

 

$

1,783,550

 

$

2,627,697

 

Sales and other taxes

 

702,857

 

606,624

 

Customer rebate programs

 

3,810,589

 

3,312,175

 

Current portion of long-term incentive plan (Note 8)

 

365,539

 

453,040

 

Legal

 

1,100,000

 

 

Other

 

2,377,362

 

2,192,865

 

 

 

$

10,139,897

 

$

9,192,401

 

 

5.                            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, 2006, 2005 and 2004.  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.

9




 

The Company uses commodity swap contracts to manage price exposures on anticipated purchases of raw material.  Of the 441,000 tons, 382,000 tons and 346,000 tons of raw materials purchased during 2006, 2005 and 2004, approximately 26,000 tons, 144,000 tons and 169,000 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, 2006, 2005 and 2004, approximately 26,000 tons, 57,000 tons and 149,000 tons or 7%, 13% and 39%, respectively, of production requirements for the next 12 months were hedged.

As of December 31, 2006 and 2005, the fair value of outstanding commodity contracts, based on quotes from brokers, reflected on the balance sheets were approximately $330,000 and $780,000, respectively.  Gains and (losses) of approximately $(449,000), $(4,718,000) and $1,892,000, 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, 2006, 2005 and 2004.

6.                            Debt

The Company has a collateralized, revolving line of credit with Wachovia Bank, N.A. for borrowings of up to $15 million.  The line of credit is secured with the Company’s receivables and inventory.  On June 30, 2008, the banks obligation to issue letters of credit will expire.  The line of credit bears interest at a rate of LIBOR plus 1.25%.  Interest is paid monthly on the outstanding balance on the line of credit.  The Company had approximately $8 million in borrowings against the line of credit at December 31, 2006.

In connection with the Redi-Therm purchase transaction, the Company, on January 16, 2006, entered into a long-term loan with Wachovia Bank, N.A.  The loan bears interest at a fixed rate of 6.57%.  Interest is payable monthly on the outstanding balance of the loan.  Required monthly principal payments are made in accordance with the schedule of payments exhibited in the loan agreement.  The last principal payment is scheduled for January 15, 2009.  At December 31, 2006, there was $7,139,599 outstanding on the loan.

The loan contains financial covenants including funded debt to EBITDA ratio and tangible net worth.  The loan agreement also contains various positive and negative operating and financial reporting covenants which are customary for such loan instruments.

 

 

 

Interest

 

Interest

 

December 31,

 

 

 

Maturity

 

Rate

 

Paid

 

2006

 

 

 

 

 

 

 

 

 

 

 

Line of credit

 

6/30/2008

 

6.57%

 

Monthly

 

$

8,003,900

 

Loan

 

1/15/2009

 

6.57%

 

Monthly

 

7,139,597

 

 

 

 

 

 

 

 

 

15,143,497

 

Less: Current portion of debt

 

 

 

 

 

 

 

3,308,742

 

Long-term debt

 

 

 

 

 

 

 

$

11,834,755

 

 

10




 

Aggregate maturities of outstanding borrowings and advances are as follows:

2007

 

$

3,308,741

 

2008

 

11,530,752

 

2009

 

304,004

 

 

 

$

15,143,497

 

 

7.                            Commitments and Contingencies

The Company leases property and equipment under noncancelable capital and operating lease agreements with various expiration dates through June 30, 2016.

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, 2006:

 

Capital

 

Operating

 

 

 

Leases

 

Leases

 

 

 

 

 

 

 

Year Ending December 31

 

 

 

 

 

2007

 

$

322,724

 

$

2,515,433

 

2008

 

226,214

 

1,652,543

 

2009

 

164,103

 

1,137,015

 

2010

 

53,063

 

835,079

 

2011

 

10,391

 

639,933

 

Thereafter

 

 

2,278,370

 

Total minimum payments

 

776,495

 

$

9,058,373

 

Less: Amount representing interest

 

24,374

 

 

 

Present value of net minimum lease payments

 

752,121

 

 

 

Less: Current portion of capital lease obligation

 

300,985

 

 

 

Capital lease obligation

 

$

451,136

 

 

 

 

Rent expense for property, plant and equipment for the years ended December 31, 2006, 2005 and 2004 was approximately $5,392,000, $3,930,000 and $3,328,000.

The Company has no future capital expenditure commitments outstanding at December 31, 2006.

Other contingent liabilities with respect to product liabilities, legal proceedings and other matters arise in the normal course of business.  The Company recorded liabilities totaling $1.1 million at December 31, 2006 for potential product liability claims, including related legal fees expected to be incurred.  The amounts recorded were estimated based on an assessment of potential liability using an analysis of available information with respect to unasserted claims, historical experience and, where available, recent and current trends.  In the opinion of management, no such matters exist which, in the event of an unfavorable outcome, would have a material effect on the Company’s financial position, results of operations and cash flows.  No amount was recorded at December 31, 2005.

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8.                            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 $260,000 and $1,548,000 at December 31, 2006 and 2005, 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 $800,000 at December 31, 2006 and $1,710,000 at December 31, 2005 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.  The Company contributes 100% of the first 3% of employee contributions and 50% of the next 2% of employee contributions.  Total contributions to the plan were approximately $437,000, $373,000 and $333,000 during 2006, 2005 and 2004, respectively.

9.                            Related Party Transactions

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, 2006, 2005 and 2004 totaled approximately $282,000, $356,000 and $312,000, respectively.

Additionally, the Company purchased raw materials (recycled newspaper) from FCR Recycling, a subsidiary of Casella, during 2006, 2005 and 2004 of approximately $3,923,000, $4,227,000, and $3,311,000, respectively.

The Company had accounts payable to LP of $79,000 at December 31, 2006 and $46,000 at December 31, 2005.

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