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Investments
12 Months Ended
Dec. 31, 2012
Investments

NOTE 8—Investments:

Investments include our share of unconsolidated joint ventures, nonmarketable securities and marketable equity securities. The following table details our investment balances at December 31, 2012 and 2011 (in thousands).

 

     December 31,  
     2012      2011  

Joint ventures

   $ 185,928       $ 180,437   

Nonmarketable securities

     923         1,187   

Marketable equity securities

     20,290         16,803   
  

 

 

    

 

 

 

Total

   $ 207,141       $ 198,427   
  

 

 

    

 

 

 

Effective January 1, 2010, we entered into a new operating agreement relating to our heretofore consolidated joint venture Stannica LLC and divested ten percent of our interest in the venture to our partner for proceeds of approximately $2.1 million (of which $1.6 million in cash was received in the first quarter of 2010 and the remainder was collected in the third quarter of 2010), reducing our ownership to fifty percent. We determined that the joint venture was a variable interest entity but that we were not the primary beneficiary of the venture arrangement; accordingly, we deconsolidated our investment in this venture. We recorded a gain of approximately $1.1 million on the transaction (included in consolidated gross profit), an $8.1 million reduction in noncontrolling interests and $20.4 million reduction in other consolidated net assets comprised of $14.7 million in cash plus other net working capital. Our retained equity investment in the joint venture was recorded at its fair value of $11.3 million (giving rise to the gain amount noted above) and is reported in Investments in our consolidated balance sheet. To estimate the fair value of our investment, we used an income approach based on a discounted cash flow model which incorporated estimates and assumptions supported mainly by unobservable inputs, including pricing and volume data, anticipated growth rates, profitability levels, inflation factors, tax and discount rates. Our maximum exposure to loss in connection with our continuing involvement with Stannica LLC is limited to our investment carrying value. Starting in the first quarter of 2010, the earnings associated with our investment in Stannica LLC were reported in Equity in net income of unconsolidated investments in our consolidated statement of income in our Catalysts segment. Prior to this transaction, Stannica LLC was included in our Polymer Solutions segment. The carrying value of our investment in Stannica LLC was $6.6 million and $7.3 million at December 31, 2012 and 2011, respectively.

At December 31, 2012 and 2011, the carrying amount of our investments in unconsolidated joint ventures exceeded the amount of underlying equity in net assets by approximately $12.1 million and $9.7 million, respectively. These amounts represent the differences between the value of certain assets of the joint ventures and our related valuation on a U.S. GAAP basis. As of December 31, 2012 and 2011, $1.8 million and $2.3 million, respectively, remained to be amortized over the remaining useful lives of the assets with the balance of the difference representing primarily our share of the joint ventures’ goodwill.

 

Our ownership positions in significant unconsolidated investments are shown below:

 

         December 31,  
         2012     2011     2010  

*

 

Nippon Aluminum Alkyls—a joint venture with Mitsui Chemicals, Inc. that produces aluminum alkyls

     50     50     50

*

 

Magnifin Magnesiaprodukte GmbH & Co. KG—a joint venture with Radex Heraklith Industriebeteiligung AG that produces specialty magnesium hydroxide products

     50     50     50

*

 

Nippon Ketjen Company Limited—a joint venture with Sumitomo Metal Mining Company Limited that produces refinery catalysts

     50     50     50

*

 

Eurecat S.A.—a joint venture with IFP Investissements for refinery catalysts regeneration services

     50     50     50

*

 

Fábrica Carioca de Catalisadores S.A.—a joint venture with Petrobras Quimica S.A.—PETROQUISA that produces catalysts and includes catalysts research and product development activities

     50     50     50

*

 

Stannica, LLC—a joint venture with PMC Group, Inc. that produces tin stabilizers

     50     50     50

Our investment in the significant unconsolidated joint ventures above amounted to $170.6 million and $165.4 million as of December 31, 2012 and 2011, respectively, and the amount included in Equity in net income of unconsolidated investments (net of tax) in the consolidated statements of income totaled $37.0 million, $43.3 million and $37.1 million for the years ended December 31, 2012, 2011 and 2010, respectively. All of the unconsolidated joint ventures in which we have investments are private companies and accordingly do not have a quoted market price available. The following summary lists our assets, liabilities and results of operations for our significant unconsolidated joint ventures presented herein (in thousands):

 

     December 31,  
     2012      2011  

Summary of Balance Sheet Information:

     

Current assets

   $ 343,129       $ 307,358   

Noncurrent assets

     212,587         174,431   
  

 

 

    

 

 

 

Total assets

   $ 555,716       $ 481,789   
  

 

 

    

 

 

 

Current liabilities

   $ 129,105       $ 112,589   

Noncurrent liabilities

     76,422         42,850   
  

 

 

    

 

 

 

Total liabilities

   $ 205,527       $ 155,439   
  

 

 

    

 

 

 

 

     Year Ended December 31,  
     2012      2011      2010  

Summary of Statements of Income Information:

        

Net sales

   $ 601,233       $ 672,859       $ 557,372   

Gross profit

   $ 165,650       $ 189,691       $ 161,273   

Income before income taxes

   $ 105,329       $ 132,399       $ 100,853   

Net income

   $ 71,561       $ 88,414       $ 69,974   

We have evaluated each of the unconsolidated investments pursuant to current accounting guidance and none qualify for consolidation. Dividends received from our significant unconsolidated investments were $25.6 million, $22.8 million and $15.8 million in 2012, 2011 and 2010, respectively.

Assets of the Benefit Protection Trust, in conjunction with our EDCP, are accounted for as trading securities in accordance with authoritative accounting guidance. The assets of the Trust consist primarily of mutual fund investments and are marked-to-market on a monthly basis through the consolidated statements of income. As of December 31, 2012 and 2011, these marketable securities amounted to $20.3 million and $16.8 million, respectively.

During the year ended December 31, 2012, we and our joint venture partner each advanced $22.5 million to our 50%-owned joint venture, Saudi Organometallic Chemicals Company (SOCC), pursuant to a long-term loan arrangement. Our loan bears quarterly interest at the London Inter-Bank Offered Rate (LIBOR) plus 1.275% per annum (1.58% as of December 31, 2012), with interest receivable on a semi-annual basis on January 1 and July 1. Principal repayments on amounts outstanding under this arrangement are required as mutually agreed upon by the joint venture partners, but with any outstanding balances receivable in full no later than December 31, 2021. This loan receivable outstanding at December 31, 2012 has been recorded in Other assets in our consolidated balance sheet. The recorded value of this receivable approximates fair value as it bears interest based on prevailing variable market rates. Also during the year ended December 31, 2012, we and our joint venture partner each advanced 1.9 million Euros (approximately $2.5 million at December 31, 2012) to our 50%-owned joint venture, Eurecat S.A., pursuant to a long-term loan arrangement.

During the years ended December 31, 2011 and 2010, we made capital contributions of approximately $10.9 million and $1.3 million, respectively, to SOCC, which is expected to be operational in early 2013.

During the second quarter of 2010, we finalized an agreement with our joint venture partner to adjust the allocation of profits and dividends in connection with our consolidated investment in Jordan Bromine Company Limited (JBC). As a result of this agreement, we recorded $8.0 million in cumulative dividend adjustments to noncontrolling interests as reported in the consolidated statement of changes in equity for the year ended December 31, 2010.