Attached files
file | filename |
---|---|
8-K - FORM 8-K - BUCKEYE PARTNERS, L.P. | h78556e8vk.htm |
EX-23.1 - EX-23.1 - BUCKEYE PARTNERS, L.P. | h78556exv23w1.htm |
EX-99.1 - EX-99.1 - BUCKEYE PARTNERS, L.P. | h78556exv99w1.htm |
EX-99.3 - EX-99.3 - BUCKEYE PARTNERS, L.P. | h78556exv99w3.htm |
Table of Contents
Exhibit 99.2
FR Borco Topco, L.P. and Subsidiaries
Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2010 and 2009
FR Borco Topco, L.P. and Subsidiaries
Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2010 and 2009
Contents
1 | ||||
2 | ||||
3 | ||||
4 |
Table of Contents
FR Borco Topco, L.P. and Subsidiaries
Condensed Consolidated Balance Sheets
(In Thousands)
(In Thousands)
(Unaudited)
September 30, | December 31, | |||||||
2010 | 2009 | |||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 39,775 | $ | 45,110 | ||||
Accounts receivable, net of allowance of $3,895
and $4,173 as of September 30, 2010 and December
31, 2009, respectively |
2,091 | 4,281 | ||||||
Related party receivables |
115 | 1,059 | ||||||
Inventories |
1,709 | 1,700 | ||||||
Other current assets |
6,126 | 3,157 | ||||||
Total current assets |
49,816 | 55,307 | ||||||
Non-current assets: |
||||||||
Property, plant, and equipment, net of
accumulated depreciation of $48,653 and $32,314
as of September 30, 2010 and December 31, 2009,
respectively |
533,780 | 518,385 | ||||||
Goodwill |
141,346 | 141,346 | ||||||
Other intangible assets, net |
254,730 | 264,714 | ||||||
Related party receivables |
1,104 | 896 | ||||||
Other assets |
10,322 | 10,971 | ||||||
Total assets |
$ | 991,098 | $ | 991,619 | ||||
Liabilities and partners equity |
||||||||
Current liabilities: |
||||||||
Bank overdrafts |
$ | | $ | 4,109 | ||||
Trade and other payables |
14,272 | 17,200 | ||||||
Derivatives |
19,162 | 12,936 | ||||||
Accrued expenses and other liabilities |
13,588 | 5,036 | ||||||
Current portion of long-term debt |
| 15,000 | ||||||
Total current liabilities |
47,022 | 54,281 | ||||||
Non-current liabilities: |
||||||||
Other liabilities |
4,000 | 4,000 | ||||||
Long-term debt, less current portion |
299,927 | 330,000 | ||||||
Total liabilities |
350,949 | 388,281 | ||||||
Partners equity: |
||||||||
Partners capital |
456,760 | 456,747 | ||||||
Retained earnings |
55,371 | 25,932 | ||||||
Total equity attributable to FR Borco Topco, L.P. |
512,131 | 482,679 | ||||||
Non-controlling interest |
128,018 | 120,659 | ||||||
Total partners equity |
640,149 | 603,338 | ||||||
Commitments and contingencies (Note 11) |
||||||||
Total liabilities and partners equity |
$ | 991,098 | $ | 991,619 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
Table of Contents
FR Borco Topco, L.P. and Subsidiaries
Condensed Consolidated Statements of Operations
(In Thousands)
(In Thousands)
(Unaudited)
Nine Months Ended September 30, | ||||||||
2010 | 2009 | |||||||
Operating revenue: |
||||||||
Rental fees |
$ | 108,577 | $ | 82,637 | ||||
Berthing fees |
15,986 | 13,441 | ||||||
Other ancillary services |
10,728 | 8,930 | ||||||
Total operating revenues |
135,291 | 105,008 | ||||||
Operating costs and expenses: |
||||||||
Repairs and maintenance |
8,942 | 7,802 | ||||||
Payroll costs and employee benefits |
14,520 | 14,391 | ||||||
Amortization |
9,984 | 9,984 | ||||||
Depreciation |
18,426 | 15,474 | ||||||
Fuel expenses |
3,663 | 3,298 | ||||||
General and administrative |
9,669 | 7,635 | ||||||
Insurance |
4,825 | 4,499 | ||||||
Loss on disposal of operating assets |
7,393 | 11,525 | ||||||
Gain on settlement of insurance claim |
(3,837 | ) | | |||||
Lease expenses |
4,854 | 6,820 | ||||||
Total operating expenses |
78,439 | 81,428 | ||||||
Operating income |
56,852 | 23,580 | ||||||
Other income (expenses): |
||||||||
Interest income |
309 | 56 | ||||||
Interest expense |
(14,324 | ) | (13,498 | ) | ||||
Change in fair value of derivatives |
(6,226 | ) | 3,976 | |||||
Other |
186 | 2,439 | ||||||
Total other expenses |
(20,055 | ) | (7,027 | ) | ||||
Net income |
$ | 36,797 | $ | 16,553 | ||||
Net income attributable to noncontrolling interests |
7,359 | 3,310 | ||||||
Net income attributable to controlling interests |
$ | 29,438 | $ | 13,243 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
Table of Contents
FR Borco Topco, L.P. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In Thousands)
(In Thousands)
(Unaudited)
Nine Months Ended | ||||||||
September 30, | ||||||||
2010 | 2009 | |||||||
Operating activities |
||||||||
Net income |
$ | 36,797 | $ | 16,553 | ||||
Adjustments to reconcile net income to net cash provided
by operating activities: |
||||||||
Depreciation |
18,426 | 15,474 | ||||||
Amortization of intangible assets |
9,984 | 9,984 | ||||||
Amortization of deferred financing cost |
2,194 | 1,644 | ||||||
Loss on disposal of operating assets |
7,393 | 11,525 | ||||||
Provision for allowance for doubtful accounts |
(278 | ) | (291 | ) | ||||
Gain on settlement of insurance claim |
(3,837 | ) | | |||||
Change in fair value of derivatives |
6,226 | (3,976 | ) | |||||
Changes in operating assets and liabilities: |
||||||||
Receivables |
3,204 | 288 | ||||||
Inventories |
(9 | ) | 936 | |||||
Other current assets |
(2,969 | ) | 801 | |||||
Trade and other payables |
(466 | ) | 8,333 | |||||
Accrued expenses and other liabilities |
8,552 | (5,484 | ) | |||||
Non-current operating assets |
(1,545 | ) | 26 | |||||
Net cash provided by operating activities |
83,672 | 55,813 | ||||||
Investing activities |
||||||||
Purchases of property, plant, and equipment |
(43,674 | ) | (79,679 | ) | ||||
Proceeds from escrow account |
| 25,600 | ||||||
Insurance recoveries |
3,837 | | ||||||
Net cash used in investing activities |
(39,837 | ) | (54,079 | ) | ||||
Financing activities |
||||||||
Bank overdrafts decrease |
(4,109 | ) | (61 | ) | ||||
Borrowings under working capital facility |
| 15,000 | ||||||
Payments on term loan |
(45,073 | ) | | |||||
Equity contributions |
12 | | ||||||
Net cash provided by financing activities |
(49,170 | ) | 14,939 | |||||
Net increase (decrease) in cash and cash equivalents |
(5,335 | ) | 16,673 | |||||
Cash and cash equivalents at beginning of period |
45,110 | 26,599 | ||||||
Cash and cash equivalents at end of period |
$ | 39,775 | $ | 43,272 | ||||
Supplemental disclosure |
||||||||
Cash paid for interest (net of amounts capitalized) |
$ | 15,431 | $ | 18,423 | ||||
Cash paid for income taxes |
| | ||||||
Property, plant and equipment expenditures included in accounts payable |
4,321 | 4,160 |
The balance of property, plant and equipment expenditures included in accounts payable as of
December 31, 2009 and 2008 was $6.8 million and $0.0 million, respectively.
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Table of Contents
FR Borco Topco, L.P. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2010 and 2009
(Unaudited)
(Unaudited)
1. Description of the Business and Basis of Presentation
FR Borco Topco, L.P. (the Company) was registered on February 7, 2008 and is domiciled in the
Cayman Islands. The Company and its subsidiaries (collectively the Group) are the owner and
operator of an oil storage and transshipment terminal, with fuel blending and marine facilities, in
Freeport, Bahamas.
The Company is an exempted limited partnership, with FR Borco GP Limited as the general partner and
FR XI Offshore AIV LP as the limited partner.
The Company holds the general partner interest and 80% of the limited partner interest in FR
Borco Coop Holdings, L.P. which is consolidated into the Group. Vopak Bahamas B.V. (Vopak) holds
the remaining limited partner interest in FR Borco Coop Holdings, L.P. and is
presented as a non-controlling interest in the Group.
Propernyn N.V (Propernyn), which at the time of acquisition was the parent of the operating
company (Baproven), was acquired on April 29, 2008 and its results are therefore consolidated
within the Group as of this date.
The accompanying condensed consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America (US GAAP) for interim
financial information. Accordingly, they do not include all of the information and footnotes
required by US GAAP for complete financial statements.
The interim condensed consolidated financial statements that accompany these notes were prepared in
conformity with U.S. generally accepted accounting principles, consistent in all material respects
with those applied in the Groups annual financial statements for the year ended December 31, 2009.
The Groups functional currency is the US Dollar.
4
Table of Contents
FR Borco Topco, L.P. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)
2. Summary of Significant Accounting Policies
A description of the Companys significant accounting policies is included in the Groups
consolidated financial statements for the year ended December 31, 2009. The accompanying condensed
consolidated financial statements should be read in conjunction with the Groups consolidated
financial statements for the year ended December 31, 2009 and notes thereto.
Concentration of Credit Risk
Financial instruments that potentially subject the Group to significant concentrations of credit
risk consist principally of cash and cash equivalents, accounts receivable, and derivative
financial instruments. The Groups cash management and investment policies are in place to restrict
placement of these instruments with only financial institutions evaluated as highly creditworthy.
With respect to accounts receivable, the Group establishes credit limits and performs ongoing
evaluations of its customers, generally granting uncollateralized credit terms to its customers. In
addition, customers must settle all outstanding balances prior to removing the products stored at
the Groups premises.
For the nine months ended September 30, 2010 and 2009, three customers accounted for approximately
65.0% and 51.4% of revenue, respectively. As of September 30, 2010, one customer accounted for
63.1% of the accounts receivable balance. As of December 31, 2009, one customer accounted for 87.0%
of the accounts receivable balance.
Derivative Instruments
The sole purpose of the Groups derivative instruments is to cover interest rate risk arising from
financing activities. Derivative instruments are included on the consolidated balance sheet at fair
value. The Groups derivative instruments, as of September 30, 2010 and December 31, 2009, have not
been designated and do not qualify as hedging instruments, and accordingly all changes in fair
value of the derivatives that have not been settled are recognized in current earnings. Changes in
the fair value of the derivative instruments are classified as operating activities in the
consolidated statement of cash flows as a non-cash reconciling item. The Group does not enter into
derivative financial instruments for trading purposes and is not a party to leveraged derivatives.
5
Table of Contents
FR Borco Topco, L.P. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)
2. | Summary of Significant Accounting Policies (continued) |
Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date.
US GAAP defines a three-tier fair value hierarchy, which prioritizes the inputs used in measuring
fair value as follows:
| Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group has the ability to access at the measurement date. | ||
| Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. | ||
| Level 3 inputs are unobservable inputs for the asset or liability, for example the reporting entitys own internal data based on the best information available in the circumstances. |
The carrying amounts reported for cash, receivables, bank overdrafts, trade payables and accrued
expenses approximate fair value.
The Groups derivative instruments consist of interest rate swaps. The Group uses an income
approach to valuing these contracts. Interest rate yield curves, the Groups credit spread and the
counterpartys credit spread are significant inputs into the valuation models. These inputs are
observable in active markets over the terms of the instruments the Group holds, and accordingly,
the Group classifies its derivative assets and liabilities as Level 2. The following table sets
forth the Groups assets and liabilities that were measured at fair value on a recurring basis, by
level within the fair value hierarchy (in thousands):
Quoted Prices in | Significant | |||||||||||
Active Markets | Other | Significant | ||||||||||
for Identical | Observable | Unobservable | ||||||||||
Assets | Inputs | Inputs | ||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||
Liabilities: interest rate contracts |
||||||||||||
September 30, 2010 |
$ | | $ | 19,162 | $ | | ||||||
December 31, 2009 |
| 12,936 | |
6
Table of Contents
FR Borco Topco, L.P. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)
2. Summary of Significant Accounting Policies (continued)
Employee Benefits
The Groups pension and savings plans are defined contribution plans under which the Group pays
fixed contributions into a separate entity and has no legal or constructive obligation to pay
further amounts. Obligations for contributions to defined contribution pension and savings plans
are recognized as an employee benefit expense in the consolidated statement of operations when they
are due. Prepaid contributions are recognized as an asset to the extent that a cash refund or a
reduction in future payments is available.
Defined Contribution Plan: The pension contribution paid by the Group for all of its permanent
employees is between 3% and 6% of regular earnings, depending on years of service and
classification of employee. The amount contributed under the defined contribution plan was $274
thousand and $277 thousand for the nine months ended September 30, 2010 and 2009, respectively.
Savings Plan: The Group contributes to the savings plan up to 12% of the employees regular
earnings. The contribution is determined according to the period of employment, employees
contribution to the plan and the gross salary. There are no restrictions placed on the amount
that can be contributed by the employee. The amount contributed under the savings plan by the
Group was $443 thousand and $447 thousand for the nine months ended September 30, 2010 and 2009,
respectively.
New and Updated Accounting Standards
In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures (Topic
820): Improving Disclosures about Fair Value Measurements. This ASU requires disclosure of: (i) separate fair value measurements for each class of assets and liabilities, (ii)
significant transfers between level 1 and level 2 in the fair value hierarchy and the reasons for
such transfers, (iii) gains and losses for the period and purchases, sales, issuances and
settlements for Level 3 fair value measurements, (iv) transfers into and out of Level 3 of the
hierarchy and the reasons for such transfers and (v) the valuation techniques applied and inputs
used in determining Level 2 and Level 3 measurements for each class of assets and liabilities. This
ASU was generally effective for interim and annual reporting periods beginning after December 15,
2009. The Groups adoption of the applicable sections of this ASU did not have a material impact on
its financial position, results of operations or cash flows. The requirements to disclose
7
Table of Contents
FR Borco Topco, L.P. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)
2. Summary of Significant Accounting Policies (continued)
separately purchases, sales, issuances and settlements in the Level 3 reconciliation are effective
for fiscal years beginning after December 15, 2010 (and for interim periods within such years)and
are not expected to have any impact on the Groups financial position, results of operations or
cash flows.
In December 2009, the FASB issued ASU No. 2009-17 Consolidations, Improvements to Financial
Reporting by Enterprises involved with Variable Interest Entities (former FAS No. 167, Amendments
to FASB Interpretation No. 46(R)). This ASU requires an enterprise to perform an analysis to
determine when an entity that is insufficiently capitalized or is not controlled through voting (or
similar rights) should be consolidated. Under this standard, the determination of whether a
reporting entity is required to consolidate another entity is based on, among other things, the
other entitys purpose and design and the reporting entitys ability to direct the activities of
the other entity that most significantly impact the other entitys economic performance. The Group
adopted this guidance as of January 1, 2010. The Groups adoption did not have any impact on its
financial position, results of operations or cash flows.
3. Related Party Transactions
Related party transactions not disclosed elsewhere in the consolidated financial statements are
described below.
Vopak Bahamas B.V. (Vopak), who has a 20% non-controlling interest in the Group, acts as manager
and operator of the terminal. Baproven has agreed to pay Vopak a management fee of $2.5 million per
annum, adjusted annually for increases in the Consumer Price Index, to be paid on a quarterly basis
in advance. In the event annual insurance expense as defined in the agreement entered into between
Baproven and Vopak exceeds $6.0 million in the first three years, the annual management fee
referred to above shall be reduced by the amount of such insurance excess not to exceed $1.0
million. The Group recognized management fee expense of $1.9 million for each of the nine months
ended September 30, 2010 and 2009. The management fee expense is included in general and
administrative expenses in the condensed consolidated statement of operations. The annual
management fee has not been reduced by the amount of the insurance excess, if any, as the directors
have not yet made a decision as to the types of insurance costs that will be included in the
determination of the insurance excess amount.
8
Table of Contents
FR Borco Topco, L.P. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)
3. Related Party Transactions (continued)
Bahamas Oil Refining Company International Limited (BORCO), a subsidiary of Baproven, has agreed
to pay Vopak an incentive fee following the fifth anniversary of the date of the business
combination, April 29, 2008 (Effective Date), equivalent to 30% of the first $25.0 million of
excess cash flow as defined in the relevant agreement and 50% of any excess cash flow over $25.0
million, provided that in no event shall such a payment exceed $15.0 million in the aggregate. Such
payment shall be made no later than 120 days following the fifth anniversary from the Effective
Date. To the extent that maintenance and capital expenditures are deferred or not made as
contemplated, the relevant components used to determine this incentive fee shall be adjusted
accordingly by the Board of Directors of one of Baprovens shareholding entities.
In addition, Vopak is entitled to fees of up to $10.0 million to the extent that certain
greenfield expansion is successfully completed within the budget set forth in the joint venture
agreement and within five-years from the commencement of the greenfield effort. The ultimate amount
of such fees is dependent upon the level of incremental storage volumes achieved relative to agreed
upon thresholds. Such payment shall be made no later than 120 days following the completion of the
time period provided for the greenfield expansion as per the agreement. The Group has not accrued
any amounts related to the cash flow incentive and Greenfield expansion fees as management and the
directors have concluded that there is insufficient information with which to make a reliable
estimate of such fees as of September 30, 2010 and December 31, 2009 due to the early stages of the
related development activities.
In addition, FR Borco Management Services LLC (FRBMS), a wholly owned subsidiary of the Group,
was set up on October 14, 2009.
4. Related Party Receivables
The related party receivables are non-interest bearing. Loans may be granted to employees for up to
six months of their salary and have a term of five years. Included in these employee receivables
are receivables from directors and key management personnel amounting to $0.0 million and $0.8
million at September 30, 2010 and December 31, 2009, respectively.
9
Table of Contents
FR Borco Topco, L.P. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)
5. Inventories
Inventories comprise the following (in thousands):
September 30, | December 31, | |||||||
2010 | 2009 | |||||||
Crude oil, fuel oil and related products |
$ | 172 | $ | 690 | ||||
Materials and supplies |
1,537 | 1,010 | ||||||
Total |
$ | 1,709 | $ | 1,700 | ||||
Inventory is recorded at the lower of cost or market. Materials and supplies inventory was impaired
by $0.2 million during the year ended December 31, 2009 for slow-moving and obsolete items. This
expense was recorded in repairs and maintenance on the consolidated statements of operations. No
impairment for these items was identified for the nine months ended September 30, 2010.
6. Other Current Assets
Other current assets comprise the following (in thousands):
September 30, | December 31, | |||||||
2010 | 2009 | |||||||
Prepayments |
$ | 5,861 | $ | 2,952 | ||||
Term deposits |
198 | 174 | ||||||
Returnable deposits |
67 | 31 | ||||||
Total |
$ | 6,126 | $ | 3,157 | ||||
The term deposits included in other assets have original maturities of more than three months and
earn interest at fixed rates ranging from 0.25% to 3.50% per annum for the nine months ended
September 30, 2010 and 0.75% to 3.50% per annum for the year ended December 31, 2009.
10
Table of Contents
FR Borco Topco, L.P. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)
7. Goodwill and Intangible Assets
Goodwill
Goodwill represents the excess of the purchase price of the reporting unit over the carrying amount
at the acquisition date. The changes in the carrying amount of goodwill are as follows (in
thousands):
Balance as of December 31, 2009 |
$ | 141,346 | ||
Goodwill acquired during the period |
| |||
Impairment charges |
| |||
Balance as of September 30, 2010 |
$ | 141,346 | ||
Other Intangible Assets, Net
Other intangible assets, net consist of the following (in thousands):
September 30, | December 31, | |||||||
2010 | 2009 | |||||||
Customer relationships |
$ | 141,300 | $ | 141,300 | ||||
Accumulated amortization |
(24,392 | ) | (16,822 | ) | ||||
Customer relationships, net |
116,908 | 124,478 | ||||||
Concessions |
142,600 | 142,600 | ||||||
Accumulated amortization |
(7,658 | ) | (5,281 | ) | ||||
Concessions, net |
134,942 | 137,319 | ||||||
Favorable lease elements |
3,000 | 3,000 | ||||||
Accumulated amortization |
(120 | ) | (83 | ) | ||||
Favorable lease elements, net |
2,880 | 2,917 | ||||||
Total intangible assets, net |
$ | 254,730 | $ | 264,714 | ||||
Estimated aggregate amortization expense for each of the next five years ending December 31, 2015
is $13.3 million.
11
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FR Borco Topco, L.P. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)
8. Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities comprise the following (in thousands):
September 30, | December 31, | |||||||
2010 | 2009 | |||||||
Accrued expenses |
$ | 10,978 | $ | 3,036 | ||||
Environmental remediation costs |
6,610 | 6,000 | ||||||
Less: Long-term portions |
(4,000 | ) | (4,000 | ) | ||||
Total |
$ | 13,588 | $ | 5,036 | ||||
The environmental remediation liability balance was $6.6 million and $6.0 million as of September
30, 2010 and December 31, 2009, respectively. Of these amounts, $2.6 million and $2.0 million were
classified as current in accrued expenses and other liabilities as of September 30, 2010 and
December 31, 2009, respectively. The remainder is classified as non-current other liabilities. The
liability is principally related to expenditures required to implement a subsurface oil remediation
program and disposal of radioactive material.
9. Long-Term Debt
On April 29, 2008, the Group entered into a Credit and Guaranty Agreement whereby the lenders have
agreed to extend credit to the borrower in the aggregate amount of up to $417.0 million. Within
this agreement the group company FR Borco Acquisition Holdings B.V. acts as guarantor.
12
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FR Borco Topco, L.P. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)
9. Long-Term Debt (continued)
The loan agreement consists of the following (in thousands):
September 30, | December 31, | |||||||
2010 | 2009 | |||||||
Secured bank loan with principal amount not in excess
of $325.0 million. This loan matures in April 2016.
Interest on this loan is LIBOR + 2% margin (weighted
average of 2.70% from January 1, 2009 to September
30, 2010) |
$ | 284,927 | $ | 325,000 | ||||
Working capital facility loan with aggregate
principal amount not in excess of $85.0 million.
This loan matures in April 2016. Interest on $5
million of the total drawdown was based on the prime
rate in 2009 (4.25%). For the remaining $15 million
of the drawdown, interest is LIBOR + 2% margin
(weighted average from 2009 draw date to September
30, 2010 of 2.29%) |
15,000 | 20,000 | ||||||
299,927 | 345,000 | |||||||
Less: current portion |
| (15,000 | ) | |||||
Total long-term debt |
$ | 299,927 | $ | 330,000 | ||||
The fair value of the Groups debt is determined by a valuation model which is based on a
conventional discounted cash flow methodology and utilizes assumptions of current market pricing
curves. These assumptions are observable in active markets over the terms of the facilities the
Group holds. The estimated fair value of the debt was $307 million and $357 million as of September
30, 2010 and December 31, 2009, respectively. The carrying amount of the debt was $300 million and
$345 million as of September 30, 2010 and December 31, 2009 respectively.
The Group pays a monthly commitment fee of 0.5% per annum on the unused balance of the working
capital facility loan and debt service reserve. The total fees paid were $290 thousand and $347
thousand for the nine months ended September 30, 2010 and 2009, respectively. The
fees are recognized within interest expense in the condensed consolidated statement of operations.
Outstanding indebtedness under the loan is secured by the assets of FR Borco Acquisition B.V. and
its subsidiaries.
13
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FR Borco Topco, L.P. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)
9. Long-Term Debt (continued)
The maximum amount outstanding of long-term debt for each of the years subsequent to September 30,
2010 is approximately as follows (in thousands):
December 31, 2010 |
$ | 310,000 | ||
December 31, 2011 |
280,000 | |||
December 31, 2012 |
250,000 | |||
December 31, 2013 |
210,000 | |||
December 31, 2014 |
165,000 | |||
Thereafter |
115,000 |
The Group is subject to several covenants in connection with the loan agreement. On an annual
basis, the Groups capital expenditure in an aggregate amount, is not permitted to exceed an amount
based on a calculation specified in the contract. From June 30, 2009, the Group must also comply
with the interest coverage ratio as detailed in the loan agreement. Additionally, in accordance
with the agreement, the Group calculates excess cashflow on a semi-annual basis, and is required to
make related payments within 45 days following the calculation dates (June 30 and December 31). As
a result of excess cash flows calculated in accordance with the loan agreement, the Group made
payments against the loan principal amounting to $40.1 million and $0.0 million in the nine months
ended September 30, 2010 and the year ended December 31, 2009, respectively. The Group was in
compliance with its covenants as of September 30, 2010 and December 31, 2009.
There is an additional debt service reserve with an available principal amount up to $7.0 million
that has not been drawn upon as of September 30, 2010 or December 31, 2009. This loan matures in
April 2011 and interest rate on this loan is LIBOR plus a 2% margin.
10. Derivative Instruments
In connection with the loan agreement dated April 29, 2008, a floating interest rate of LIBOR plus
a margin of 2% will apply for the first five years, and thereafter the margin will increase to
2.25%.
The Group entered into interest rate swaps in 2008 with two banks in order to economically hedge
the risk of changing LIBOR interest rates related to the $325 million floating rate bank loan and
working capital facility. Under the interest swaps the Group paid 4.032% and 4.035% fixed rates
(with a balance of $121.3 million and $121.9 million as of September 30, 2010 and
14
Table of Contents
FR Borco Topco, L.P. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)
10. Derivative Instruments (continued)
December 31, 2009, respectively). As of September 30, 2010 and December 31, 2009, the aggregate
notional amount of the interest rate swaps equaled 81% and 71%, respectively, of the $300 million
and $345 million respective total outstanding floating rate loans. The interest rate swaps were not
designated and do not qualify as hedging instruments for accounting purposes.
The effect of changes in market rates on interest rate swaps is recognized in net income. For the
nine months ended September 30, 2010 and 2009, the Group recognized a loss of $6.2 million and a
gain of $4.0 million, respectively included in other income (expenses) on the statement of
operations.
11. Commitments and Contingencies
Capital Expenditure Commitments
As of September 30, 2010 and December 31, 2009, the Group had commitments for capital expenditure
approximating $120.4 million and $10.0 million, respectively.
Lease Commitments
Rent expense, not including supplemental expenses such as mobilization charges and operational
expenses, attributable to operating leases was $4.0 million and $3.5 million for the nine months
ended September 30, 2010 and 2009, respectively. As of September 30, 2010, the Group was committed
to the following minimum payments for the remainder of 2010 and annually thereafter, under
significant operating leases (in thousands):
2010 |
$ | 1,183 | ||
2011 |
4,702 | |||
2012 |
4,711 | |||
2013 |
4,832 | |||
2014 |
3,317 | |||
Thereafter |
52,272 | |||
$ | 71,017 | |||
The Group leases four tugboats from Smit Lloyd (Antillen) N.V. for a combined daily rate of
approximately $7.0 thousand. The tugboat lease agreements are due to expire on September 30, 2014
with a 5-year renewal option.
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Table of Contents
FR Borco Topco, L.P. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)
11. Commitments and Contingencies (continued)
The Group leases approximately 300 acres of seabed from the Bahamas Government. The seabed lease
payments are based on a fixed fee of $1.2 million per annum, plus a variable fee relating to
activity at the terminal. The variable fee for the nine months ended September 30, 2010 and 2009
amounted to $0.5 million and $0.5 million, respectively. The seabed lease is due to expire on June
30, 2057. The terms of this lease are subject to renegotiation every three years.
The Group leases a barge from Smit Lloyd (Antillen) N.V. for a daily rate of $3.0 thousand. The
lease agreement is due to expire on November 30, 2013 with a 5-year renewal option.
The Group has entered into capacity and storage leases as a lessor with remaining terms from
approximately one to three years that are accounted for as operating-type leases. Future minimum
payments to be received under these arrangements as of September 30, 2010, were as follows (in
thousands):
2010 |
$ | 37,240 | ||
2011 |
126,856 | |||
2012 |
68,940 | |||
2013 |
32,568 | |||
2014 |
| |||
Thereafter |
| |||
$ | 265,604 | |||
Litigation
The Group is involved in various legal proceedings and claims related to various matters. The
Groups operations reside in an immediate subsidiary of Baproven, and as a result, Baproven is a
defendant in a number of the claims. Although the Group intends to vigorously defend these matters,
the ultimate outcome of the actions cannot be predicted with certainty. The most significant
matters relate to the demolition and dismantling of the oil refinery which has not been in service
since 1985. Demolition was planned for 2005, however did not occur until 2010 due to various
contract negotiations and resulting delays.
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Table of Contents
FR Borco Topco, L.P. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)
11. Commitments and Contingencies (continued)
(i) | Oriental Supreme Limited (OSL) |
Baproven is a defendant in an action commenced by OSL against Baproven and Cleveland Wrecking
Company Limited (CWCL) for the specific performance of an agreement, whereby OSL was due to
remove the scrap metal from the demolished refinery after demolition by CWCL. It is alleged that
Baproven prematurely terminated the agreement with OSL.
On July 15, 2008, the Court granted an injunction against Baproven and CWCL restraining them from
proceeding with the demolition work that was the subject of the agreement with OSL. On July 25,
2008, however, the injunction was set aside.
OSL has failed to file and serve a Statement of Claim within the period allowed under the Rules of
Court. The Group is of the opinion that the probability of any future loss is remote. Baproven is
now preparing an application for the action to be dismissed. The Company is unable to estimate the
amount or range of potential loss, if any, which might result if the outcome in this matter is
unfavorable.
(ii) | CWCL |
In 2008, CWCL asserted a claim against Baproven for compensation of additional costs of
approximately $300 thousand allegedly caused by an injunction obtained by OSL that temporarily
prevented CWCL from carrying out the demolition work (please refer to the note above). Formal legal
proceedings have not been commenced by CWCL against Baproven with respect of this claim.
In the opinion of Baprovens attorney, Baproven is not obligated to compensate CWCL for additional
costs allegedly suffered by reason of the injunction obtained by OSL, and believes the probability
of any future loss is remote. The Company intends to vigorously defend itself in this
matter and is unable to estimate the amount or range of potential loss, if any which might result
if the outcome in this matter is unfavorable.
Guarantees
In connection with the loan agreement, FR Borco Acquisition Holdings B.V. and FR Borco Acquisition
B.V. entered into pledge and security agreements. For detailed information on the loan refer to
Note 9.
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Table of Contents
FR Borco Topco, L.P. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)
11. Commitments and Contingencies (continued)
Baproven is contingently liable under customs bond guarantees of $90.0 thousand and also has
available a corporate credit card facility of up to $20.0 thousand. The customs bond and credit
card facilities totaling $110.0 thousand, both at September 30, 2010 and December 31, 2009, have
been secured by pledging term deposit balances for those amounts. These restricted cash amounts are
classified as other non-current assets.
Baproven guaranteed a loan granted to a former officer by a bank by pledging term deposit balances
equal to the outstanding loan amounts. The balance of the former officers loan as of September 30,
2010 and December 31, 2009 was $6.0 thousand and $23.0 thousand, respectively. These restricted
cash amounts are classified as other non-current assets.
Other
The Bahamas is a member of The International Oil Pollution Compensation Fund 1992 (the Fund),
which is an organization that provides compensation and assistance in respect of oil pollution
resulting from oil spills. Baproven is one of the contributors to the Fund. The amount of the
contribution is determined based on the quantity of oil received by each contributor. The level of
contributions varies from year to year, depending largely on the pollution incidents that have
occurred and the amount of compensation and claim-related expenditure which the Fund expects to
pay. The amount of contributions are usually determined and billed in the fourth quarter of every
year. No amounts were contributed for the nine months ended September 30, 2010 and for the year
ended December 31, 2009; however, the assessment for the year ended 2010 is $542 thousand, payable
by March 2011.
The Group accrues legal costs expected to be incurred related to recognized loss contingencies.
12. Income Taxes
The Group operates primarily in four jurisdictions The Cayman Islands, Bahamas, Netherlands, and
United States. The Cayman Islands does not impose an income tax. In the Bahamas, the Group operates
under the Bahamian tax regime which provides for an income tax exemption in the Bahamas. In the
Netherlands, the Group historically generated losses and expects this to continue for the
foreseeable future. While the losses do carryover for Dutch income tax purposes, under Dutch income
tax law, these losses are available to offset only
18
Table of Contents
FR Borco Topco, L.P. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)
12. Income Taxes (continued)
certain types of taxable income of which the Group does not expect to generate any material
amounts. FRBMS, a wholly owned subsidiary of the Group, is registered in Delaware, MD. For the nine
months ended September 30, 2010, FRBMS had operations immaterial to the Group. The Group does not
expect to receive any income tax benefit from the losses generated in the Netherlands and has
provided a full valuation allowance against the resulting deferred tax assets. As a result, the
Group has not recorded any income tax expense for the nine months ended September 30, 2010 or
September 30, 2009 and has no current or deferred income tax assets or liabilities.
The effective income tax rate and the Cayman Islands statutory income tax rate for the Group was
0% in the nine months ended September 30, 2010 and September 30, 2009.
13. Subsequent Events
The Group has evaluated subsequent events from the balance sheet date through December 20,
2010, the date at which these condensed consolidated financial statements were available to be
issued and determined there are no other items to disclose.
19