Attached files
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8-K - 8-K - New Enterprise Stone & Lime Co., Inc. | a2207721z8-k.htm |
Exhibit 99.1
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm |
F-2 |
Consolidated Balance Sheets as of February 28, 2011 and 2010 |
F-3 |
Consolidated Statements of Operations for the years ended February 28, 2011, 2010 and 2009 |
F-4 |
Consolidated Statements of Cash Flows for the years ended February 28, 2011, 2010 and 2009 |
F-5 |
Consolidated Statements of Changes in Deficit and Comprehensive Income (Loss) for the years ended February 28, 2011, 2010 and 2009 |
F-6 |
Notes to Consolidated Financial Statements |
F-7 |
Condensed Consolidated Balance Sheets at November 30, 2011 and February 28, 2011 |
F-44 |
Condensed Consolidated Statements of Operations for the three and nine months ended November 30, 2011 and 2010 |
F-45 |
Condensed Consolidated Statements of Cash Flows for the nine months ended November 30, 2011 and 2010 |
F-46 |
Consolidated Statement of Changes in Equity (Deficit) and Comprehensive Income (Loss) as of November 30, 2011 |
F-47 |
Notes to Unaudited Condensed Consolidated Financial Statements |
F-48 |
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of
New Enterprise Stone & Lime Co., Inc.
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, cash flows and changes in deficit and comprehensive income (loss) present fairly, in all material respects, the financial position of New Enterprise Stone & Lime Co., Inc. and its subsidiaries at February 28, 2011 and 2010, and the results of their operations and their cash flows for each of the three years in the period ended February 28, 2011 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Companys 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 the standards of the Public Company Accounting Oversight Board (United States). 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.
As discussed under the heading Liquidity and Managements Plans in Note 2 to the consolidated financial statements, the Companys First Lien Revolving Credit Facility matures in January 2013. In addition, after considering current estimated operating results for the year ended February 29, 2012, the quarterly periods during fiscal 2013, and resulting potential impacts on the Companys ability to satisfy its obligations under the First Lien Revolving Credit Facility and First Lien Term Loans A & B, the Company is considering, among other actions, entering into two new debt agreements, a Senior Secured Note and an asset based loan to refinance the existing First Lien Revolving Credit Facility and First Lien Term Loans A & B.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
May 31, 2011, except for Note 20 and the effects of the Registration paragraph described in Note 1 to the consolidated financial statements, as to which the date is August 29, 2011, and except for Note 2 as it relates to disclosures under the heading Liquidity and Managements Plans, as to which the date is February 29, 2012
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Consolidated Balance Sheets
As of February 28 (in thousands, except share and per share data) |
|
2011 |
|
2010 |
| ||
Assets |
|
|
|
|
| ||
Current assets |
|
|
|
|
| ||
Cash and cash equivalents |
|
$ |
20,029 |
|
$ |
10,773 |
|
Restricted cash |
|
1,887 |
|
1,800 |
| ||
Accounts receivable (less allowance for doubtful accounts of $2,430 in 2011 and $2,119 in 2010) |
|
67,372 |
|
60,087 |
| ||
Inventories |
|
129,422 |
|
127,214 |
| ||
Deferred income taxes |
|
13,783 |
|
12,806 |
| ||
Other current assets |
|
9,941 |
|
10,244 |
| ||
Total current assets |
|
242,434 |
|
222,924 |
| ||
Other assets |
|
|
|
|
| ||
Property, plant and equipment, net |
|
382,965 |
|
390,530 |
| ||
Goodwill |
|
90,847 |
|
90,847 |
| ||
Other intangible assets |
|
28,084 |
|
28,724 |
| ||
Other assets |
|
23,748 |
|
17,209 |
| ||
Total assets |
|
$ |
768,078 |
|
$ |
750,234 |
|
Liabilities and Deficit |
|
|
|
|
| ||
Current liabilities |
|
|
|
|
| ||
Current maturities of long-term debt |
|
$ |
20,460 |
|
$ |
20,557 |
|
Accounts payabletrade |
|
16,154 |
|
13,430 |
| ||
Accrued liabilities |
|
52,146 |
|
45,638 |
| ||
Total current liabilities |
|
88,760 |
|
79,625 |
| ||
Long-term debt and other liabilities |
|
|
|
|
| ||
Long-term debt, less current maturities |
|
480,386 |
|
464,339 |
| ||
Deferred income taxes |
|
111,921 |
|
112,781 |
| ||
Other |
|
9,840 |
|
9,043 |
| ||
Total liabilities |
|
690,907 |
|
665,788 |
| ||
Commitments and contingencies (Note 14) |
|
|
|
|
| ||
Redeemable Common Stock |
|
|
|
|
| ||
Common stock, Class A, voting, $1 par value. Authorized 30,000 shares; issued and outstanding 20,500 shares |
|
9,837 |
|
13,846 |
| ||
Common stock, Class B, nonvoting, $1 par value. Authorized 750,000 shares; issued and outstanding 250,925 shares |
|
120,404 |
|
169,472 |
| ||
Deficit |
|
|
|
|
| ||
New Enterprise Stone & Lime Co., Inc. deficit |
|
|
|
|
| ||
Retained deficit |
|
(53,535 |
) |
(99,644 |
) | ||
Accumulated other comprehensive loss |
|
(1,403 |
) |
(1,576 |
) | ||
Total New Enterprise Stone & Lime Co., Inc. deficit |
|
(54,938 |
) |
(101,220 |
) | ||
Noncontrolling interest |
|
1,868 |
|
2,348 |
| ||
Total deficit |
|
(53,070 |
) |
(98,872 |
) | ||
Total liabilities and deficit |
|
$ |
768,078 |
|
$ |
750,234 |
|
The accompanying notes are an integral part of these financial statements.
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Consolidated Statements of Operations
Years ended February 28 (in thousands) |
|
2011 |
|
2010 |
|
2009 |
| |||
Revenue |
|
|
|
|
|
|
| |||
Construction materials |
|
$ |
346,928 |
|
$ |
345,111 |
|
$ |
390,896 |
|
Heavy/highway construction |
|
300,658 |
|
315,006 |
|
310,494 |
| |||
Traffic safety services and equipment |
|
68,812 |
|
68,384 |
|
72,928 |
| |||
Other revenues |
|
9,601 |
|
8,617 |
|
11,457 |
| |||
Total revenue |
|
725,999 |
|
737,118 |
|
785,775 |
| |||
Cost of revenue (exclusive of items shown separately below) |
|
|
|
|
|
|
| |||
Construction materials |
|
244,315 |
|
229,785 |
|
278,972 |
| |||
Heavy/highway construction |
|
281,077 |
|
298,082 |
|
281,006 |
| |||
Traffic safety services and equipment |
|
50,026 |
|
47,987 |
|
54,881 |
| |||
Other expenses |
|
3,193 |
|
4,758 |
|
5,286 |
| |||
Total cost of revenue |
|
578,611 |
|
580,612 |
|
620,145 |
| |||
Depreciation, depletion, and amortization |
|
45,917 |
|
43,742 |
|
42,279 |
| |||
Intangible asset impairment |
|
|
|
|
|
44,873 |
| |||
Pension and profit sharing |
|
8,907 |
|
9,690 |
|
8,895 |
| |||
Selling, administrative, and general expenses |
|
61,547 |
|
64,779 |
|
59,223 |
| |||
|
|
694,982 |
|
698,823 |
|
775,415 |
| |||
Operating profit |
|
31,017 |
|
38,295 |
|
10,360 |
| |||
Other income (expense) |
|
|
|
|
|
|
| |||
Interest income |
|
318 |
|
593 |
|
667 |
| |||
Interest expense |
|
(41,586 |
) |
(29,536 |
) |
(40,185 |
) | |||
|
|
(41,268 |
) |
(28,943 |
) |
(39,518 |
) | |||
Income (loss) before income taxes |
|
(10,251 |
) |
9,352 |
|
(29,158 |
) | |||
Income tax expense (benefit) |
|
(4,478 |
) |
392 |
|
1,060 |
| |||
Net income (loss) |
|
(5,773 |
) |
8,960 |
|
(30,218 |
) | |||
Noncontrolling interest in net (income) loss |
|
(1,195 |
) |
(1,165 |
) |
(1,214 |
) | |||
Net income (loss) attributable to New Enterprise Stone & Lime Co., Inc. |
|
$ |
(6,968 |
) |
$ |
7,795 |
|
$ |
(31,432 |
) |
The accompanying notes are an integral part of these financial statements.
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Years ended February 28 (in thousands) |
|
2011 |
|
2010 |
|
2009 |
| |||
Reconciliation of net income (loss) to net cash provided by operating activities |
|
|
|
|
|
|
| |||
Net income (loss) |
|
$ |
(5,773 |
) |
$ |
8,960 |
|
$ |
(30,218 |
) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities |
|
|
|
|
|
|
| |||
Depreciation and cost depletion |
|
45,277 |
|
43,102 |
|
41,639 |
| |||
Loss on asset impairment |
|
|
|
|
|
44,873 |
| |||
Gain on disposal of property, plant, and equipment |
|
(600 |
) |
(261 |
) |
(595 |
) | |||
Amortization of other assets and liabilities |
|
2,470 |
|
2,187 |
|
4,129 |
| |||
Noncash interest expense |
|
6,568 |
|
3,862 |
|
3,020 |
| |||
Deferred income taxes |
|
(1,837 |
) |
561 |
|
(854 |
) | |||
Equity earnings of affiliates |
|
|
|
(254 |
) |
(239 |
) | |||
Allowance for doubtful accounts |
|
311 |
|
(696 |
) |
(48 |
) | |||
Changes in current assets and liabilities |
|
|
|
|
|
|
| |||
Accounts receivable |
|
(7,596 |
) |
2,389 |
|
5,977 |
| |||
Inventories |
|
(2,208 |
) |
(8,468 |
) |
(4,329 |
) | |||
Other current assets |
|
1,753 |
|
(95 |
) |
(67 |
) | |||
Accounts payable |
|
2,724 |
|
(7,017 |
) |
(3,544 |
) | |||
Other accruals |
|
6,414 |
|
13,808 |
|
(35,816 |
) | |||
Net cash provided by operating activities |
|
47,503 |
|
58,078 |
|
23,928 |
| |||
Cash flows from investing activities |
|
|
|
|
|
|
| |||
Capital expenditures |
|
(31,777 |
) |
(24,331 |
) |
(28,263 |
) | |||
Proceeds from sale of property, plant, and equipment |
|
2,240 |
|
1,333 |
|
2,427 |
| |||
Change in cash value of life insurance |
|
(962 |
) |
(1,308 |
) |
474 |
| |||
Other investing activities |
|
(1,050 |
) |
(68 |
) |
(783 |
) | |||
Net cash used in investing activities |
|
(31,549 |
) |
(24,374 |
) |
(26,145 |
) | |||
Cash flows from financing activities |
|
|
|
|
|
|
| |||
Proceeds from revolving credit |
|
100,164 |
|
101,500 |
|
89,500 |
| |||
Repayment of revolving credit |
|
(121,065 |
) |
(90,415 |
) |
(57,000 |
) | |||
Repayment of long-term debt |
|
(219,180 |
) |
(52,288 |
) |
(13,915 |
) | |||
Payments on capital lease |
|
(5,009 |
) |
(4,907 |
) |
(5,005 |
) | |||
Proceeds from issuance of long-term debt |
|
250,000 |
|
9,107 |
|
|
| |||
Debt issuance cost |
|
(9,967 |
) |
(1,246 |
) |
|
| |||
Distribution to noncontrolling interest |
|
(1,641 |
) |
(1,189 |
) |
(639 |
) | |||
Stockholder tax distributions |
|
|
|
|
|
(602 |
) | |||
Net cash (used in) provided by financing activities |
|
(6,698 |
) |
(39,438 |
) |
12,339 |
| |||
Net (decrease) increase in cash and cash equivalents |
|
9,256 |
|
(5,734 |
) |
10,122 |
| |||
Cash and cash equivalents |
|
|
|
|
|
|
| |||
Beginning of year |
|
10,773 |
|
16,507 |
|
6,385 |
| |||
End of year |
|
$ |
20,029 |
|
$ |
10,773 |
|
$ |
16,507 |
|
The accompanying notes are an integral part of these financial statements.
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Consolidated Statements of Changes in Deficit and Comprehensive Income (Loss)
(in thousands) |
|
Accumulated |
|
Retained |
|
Noncontrolling |
|
Total |
| ||||
Balance, February 29, 2008 |
|
$ |
(917 |
) |
$ |
(117,785 |
) |
$ |
1,371 |
|
$ |
(117,331 |
) |
Net income (loss) |
|
|
|
(31,432 |
) |
1,214 |
|
(30,218 |
) | ||||
Pension adjustment net of tax of $914 |
|
(1,301 |
) |
|
|
|
|
(1,301 |
) | ||||
Comprehensive income (loss) |
|
|
|
|
|
|
|
(31,519 |
) | ||||
Change in Redeemable Common Stock |
|
|
|
82,287 |
|
|
|
82,287 |
| ||||
Distribution to noncontrolling interest |
|
|
|
|
|
(639 |
) |
(639 |
) | ||||
Stockholder tax distributions |
|
|
|
(602 |
) |
|
|
(602 |
) | ||||
Balance, February 28, 2009 |
|
(2,218 |
) |
(67,532 |
) |
1,946 |
|
(67,804 |
) | ||||
Net income (loss) |
|
|
|
7,795 |
|
1,165 |
|
8,960 |
| ||||
Pension adjustment net of tax of $451 |
|
642 |
|
|
|
|
|
642 |
| ||||
Comprehensive income (loss) |
|
|
|
|
|
|
|
9,602 |
| ||||
Change in Redeemable Common Stock |
|
|
|
(39,907 |
) |
|
|
(39,907 |
) | ||||
Purchase of subsidiary interest |
|
|
|
|
|
426 |
|
426 |
| ||||
Distribution to noncontrolling interest |
|
|
|
|
|
(1,189 |
) |
(1,189 |
) | ||||
Balance, February 28, 2010 |
|
(1,576 |
) |
(99,644 |
) |
2,348 |
|
(98,872 |
) | ||||
Net income (loss) |
|
|
|
(6,968 |
) |
1,195 |
|
(5,773 |
) | ||||
Pension adjustment net of tax of $122 |
|
173 |
|
|
|
|
|
173 |
| ||||
Comprehensive income (loss) |
|
|
|
|
|
|
|
(5,600 |
) | ||||
Change in Redeemable Common Stock |
|
|
|
53,077 |
|
|
|
53,077 |
| ||||
Purchase of subsidiary interest |
|
|
|
|
|
(34 |
) |
(34 |
) | ||||
Distribution to noncontrolling interest |
|
|
|
|
|
(1,641 |
) |
(1,641 |
) | ||||
Balance, February 28, 2011 |
|
$ |
(1,403 |
) |
$ |
(53,535 |
) |
$ |
1,868 |
|
$ |
(53,070 |
) |
The accompanying notes are an integral part of these financial statements.
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements
1. Summary of Significant Accounting Policies
Company Activities
The Company is a leading privately held, vertically integrated construction materials supplier and heavy/highway construction contractor in Pennsylvania and western New York and a national traffic safety services and equipment provider. The Company operates in three segments based upon the nature of its products and services: construction materials, heavy/highway construction and traffic safety services and equipment. The Companys construction materials operations are comprised of: aggregate production, including crushed stone and construction sand and gravel; hot mix asphalt production; ready mixed concrete production; and the production of concrete products, including precast/prestressed structural concrete components and masonry blocks. Another of the Companys core businesses, heavy/highway construction, includes heavy construction, blacktop paving and other site preparation services. The Companys heavy/highway construction operations are primarily supplied with construction materials from its construction materials operation. The Companys third core business, traffic safety services and equipment, consists primarily of sales and leasing of general and specialty traffic control and work zone safety equipment and devices to industrial construction end-users.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary companies, and their wholly owned subsidiary companies, and entities where the Company has a controlling equity interest. During fiscal 2011, the Company consolidated various legal entities in order to simplify the legal structure. This did not change the assets, liabilities, or results of operations at the time the legal mergers took place. The Companies in the consolidated group as of February 28, 2011 include New Enterprise Stone & Lime Co., Inc.; Gateway Trade Center Inc.; EII Transport Inc.; Protection Services Inc.; Work Area Protection Corp.; SCI Products Inc.; ASTI Transportation Systems, Inc.; Precision Solar Controls Inc.; Rock Solid Insurance Company; Kettle Creek Partners GP, LLC; and Kettle Creek Partners L.P.
The consolidated financial statements also include the accounts of South Woodbury, L.P., which is 99% owned by certain life insurance trusts, which insure the lives of the principal stockholders of the Company. The remainder, which the Company owns, has a 1% general partnership interest through a wholly-owned entity, NESL II, LLC.
South Woodbury, L.P. owns an office building in Roaring Spring, PA and an office building that is being used as the Companys corporate headquarters in New Enterprise, PA. The Company signed two lease agreements on February 28, 2003. The original lease terms for both leases end on May 31, 2023 and have one five-year option to extend the lease. The annual base rents for the Roaring Spring, PA and New Enterprise, PA office buildings are $0.4 million and $2.0 million respectively, which may be reset to a fair market rate, as defined in the agreements.
Significant intercompany balances and transactions have been eliminated in consolidation.
Investments in entities in which the Company has an ownership interest of 50% or less are accounted for by the equity method. Investments in affiliated companies consist of a 12.6% membership interest in Means To Go, LLC as of February 28, 2011.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. The Company establishes provisions for income taxes when, despite the belief that tax positions are fully supportable, there remain certain positions that do not meet the minimum probability threshold, as defined by the applicable accounting guidance, which is a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority. In the normal course of business, the Company and its subsidiaries are examined by various federal, state and foreign tax authorities. The Company regularly assesses the potential outcomes of these examinations and any future examinations for the current or prior years in determining the adequacy of the provision for income taxes. Interest accrued related to unrecognized tax benefits and income tax related penalties are both included in as a component of the provision for taxes and adjust the income tax provision, the current tax liability and deferred taxes in the period of which the facts that give rise to a revision become known.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Certain U.S. cash balances exceed Federal Deposit Insurance Corporation limits. Cash balances were restricted in certain consolidated subsidiaries for bond sinking fund and insurance requirements as well as collateral on outstanding letters of credit or rentals.
Trade Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and past due accounts are subject to services charges. The allowance for doubtful accounts is the Companys best estimate of the amount of probable credit losses in the Companys existing accounts receivable, including service charges. The Company determines the allowance based on historical write-off experience, specific identification based on a review of individual past due balances, and the composition and nature of the customer. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
Concentrations of Credit Risk
The Companys financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and temporary investments with high-quality financial institutions. At times, such balances and investments may be in excess of federally insured limits, however the Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. The Company conducts business with various governmental entities within the Commonwealth of Pennsylvania. These entities include the Pennsylvania Department of Transportation, the Pennsylvania Turnpike Authority, and various townships, municipalities, school districts and universities within Pennsylvania. The Company had $11.9 million and $13.3 million of accounts receivable from these
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
governmental entities as of February 28, 2011 and 2010, respectively. The Company has not experienced any material losses with these governmental agencies and does not believe it is exposed to any significant credit risk on the outstanding accounts receivable.
Inventories
Inventories are stated at the lower of cost or market. Cost is determined using either first-in, first-out (FIFO) or weighted average method based on the applicable category of inventories. The Company also maintains an allowance for obsolete inventories, which is based on recent sales activity and usage of related items.
Rental Equipment
Rental equipment, primarily related to the Companys safety products business, is recorded at cost and depreciated over the estimated useful lives of the equipment using the straight-line method. The range of estimated useful lives for rental equipment is two to three years.
Property, Plant, and Equipment
Property, plant, and equipment are carried at cost. Assets under capital leases are stated at the lesser of the present value of minimum lease payments or the fair value of the leased item. Provision for depreciation is generally computed over estimated service lives by the straight-line method.
The average depreciable life by fixed asset category is as follows:
Land improvements |
|
20 years |
Buildings and improvements |
|
8 - 40 years |
Crushing, prestressing, and manufacturing plants |
|
5 - 33 years |
Contracting equipment |
|
3 - 12.5 years |
Trucks and autos |
|
3 - 8 years |
Office equipment |
|
5 - 10 years |
Depletable limestone deposits are reduced by cost depletion estimated on the basis of recoverable quantities of each quarry.
Repairs and maintenance are charged to operations as incurred. Renewals or betterments, which materially add to the useful lives of property and equipment, are capitalized.
The Company capitalizes interest cost during the period assets are being constructed. Interest capitalized on construction in progress amounted to $0.1 million, $0.2 million and $0.4 million during the years ended February 28, 2011, 2010, and 2009, respectively.
Goodwill and Goodwill Impairment
Goodwill is tested for impairment on an annual basis or more frequently whenever events or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The impairment test for goodwill is a two-step process. Under the first step, the fair value of the reporting unit is compared with its carrying value. If the fair value of the reporting unit is less than its carrying value, an indication of impairment exists and the reporting unit must perform step two of the impairment test. Under step two, an impairment loss is recognized for any
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
excess of the carrying amount of the reporting units goodwill over the implied fair value of that goodwill. The implied fair value is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed.
The carrying value of each reporting unit is determined by assigning assets and liabilities, including goodwill, to those reporting units as of the measurement date. We use significant judgment in determining the most appropriate method to estimate the fair values of each of our reporting units. We estimate the fair values of the reporting units by considering the indicated fair values derived from both an income approach, which involves discounting estimated future cash flows, and a market approach, which involves the application of revenue and earnings multiples of comparable companies.
We complete a discounted future cash flow model for each reporting unit based upon projected earnings before interest and taxes (EBIT). Under this approach, we calculate the fair value of each reporting unit based on the present value of its estimated future cash flow. In applying the discounted cash flow methodology, we rely on a number of factors, including future business plans, actual and forecasted operating results, and market data. The significant assumptions in our discounted cash flow models include our estimate of future profitability, revenue growth rates, capital requirements, and the discount rate. The profitability estimates used were derived from internal operating budgets and forecasts for long-term demand and pricing in our industry and markets. Any changes in key assumptions or management judgment with respect to a reporting unit or its prospects, which may result from a change in market conditions, market trends, interest rates or other factors outside of our control, or significant underperformance relative to historical or projected future operating results, could result in a significantly different estimate of the fair value of our reporting units, which could result in an impairment charge in the future. The discount rates utilized reflect market-based estimates of capital costs and discount rates adjusted for managements assessment of a market participants view with respect to other risks associated with the projected cash flows and overall size of the individual reporting units. Our estimates are based upon assumptions we believe to be reasonable, but which by nature are uncertain and unpredictable.
We then supplement this analysis by also calculating a fair value of the reporting unit utilizing EBIT market multiples applicable to our industry and peer group, the data for which we develop internally and through third-party sources. If there is sufficient depth and availability of market comparables we will take a weighted average approach of the two methods in calculating the fair value of a reporting unit. The weighting of these methods is subjective and based upon our judgment and our historical approach to calculating the fair value of a reporting unit.
Our annual goodwill impairment analysis takes place as of fiscal year-end and for 2011 did not result in any impairment loss. In order to evaluate the sensitivity of the fair value calculations of our goodwill impairment test, we applied a hypothetical 5% decrease to the fair values of each reporting unit. The hypothetical decrease would cause one reporting unit with approximately $5.8 million of goodwill to potentially be impaired. Accordingly, small changes in future earnings, interest rates, market trends and cash flows would likely lead to a goodwill impairment charge as the fair value of this reporting unit exceeds its carrying value by approximately 1%. The fair value of the remaining reporting units exceeded their carrying value by a substantial margin.
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
Other Intangible Assets
Other intangible assets consist of technology, customer relationships, and trademarks. The technology is being amortized over a straight-line basis of 15 years. The customer relationships are being amortized on a straight-line basis over 20 years. The trademarks are considered to have an indefinite life and are not amortized, but are tested for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value may not be recoverable.
Reclamation Costs
The Company accounts for land reclamations costs in accordance with applicable accounting rules which require the Company to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development, and/or normal use of the assets. The associated asset retirement costs are capitalized as part of the underlying asset and depreciated over the estimated useful life of the asset. The liability is accreted through charges to operating expenses. If the asset retirement obligation is settled for other than the carrying amount of the liability, the Company will recognize a gain or loss on the settlement.
The Company is legally required to maintain a reclamation bond with the Commonwealth of Pennsylvania. The land reclamation obligation calculated by the Company is based upon the legal requirements for bond posting amounts and is adjusted for inflation and discounted using present value techniques at a credit-adjusted risk-free rate commensurate with the estimated years to settlement.
Other Assets
Other assets consist of mine permitting costs which benefit future periods, costs incurred to relocate crushers and blacktop plants and costs incurred in securing financing agreements. Amortization of mine permitting and relocation costs is charged to operations over the future periods which receive the benefit. Financing costs are amortized to interest expense over the terms of the associated credit agreements.
Revenue Recognition
The Company records revenue on long-term highway construction contracts on the basis of the percentage-of-completion of individual contracts under the units-of-work performed method determined using engineering estimates. Provisions for estimated losses on contracts are recorded when identified. As contracts extend over one or more years, revisions in cost and profit estimates during the course of the work are reflected in the accounting period in which revisions become known. The typical contract life cycle for these projects can be up to two to four years in duration. Costs and estimated earnings in excess of billings on uncompleted contracts represent the excess of contract revenue recognized to date on the percentage-of-completion method over billings to date. Billings in excess of costs and estimated earnings on uncompleted contracts represent the excess of billings to date over the amount of revenue recognized to date on the percentage-of-completion method. Such amount as of February 28, 2011 and February 28, 2010 are included in accounts receivable and accrued liabilities, respectively, in the consolidated balance sheet at those dates.
The Company accounts for custom built concrete products under the units-of-production method. Under this method, the revenue is recognized as the units are produced under firm contracts.
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
The Company generally recognizes revenue on the sale of construction materials and concrete products, other than custom built concrete products, when they are shipped and the customer takes title and assumes risk of loss.
The Companys rental contract periods are daily, weekly or monthly and are recognized on a straight-line basis. Revenues from the sale of rental equipment and new equipment are recognized at the time of delivery to, or pick-up by, the customer. Sales of contractor supplies are also recognized at the time of delivery to, or pick-up by, the customer.
Other revenue consists of sales of miscellaneous materials, scrap, and other products that do not fall into our other primary lines of business. The Company generally recognizes revenue when the risk of ownership passes to the customer, the price is fixed or determinable, and collection is reasonably assured.
Self-Insurance
The Company is self-insured for workers compensation and health coverage, subject to specific retention levels. Self-insurance costs are accrued based upon the aggregate of the liability for reported claims and an estimated liability for claims incurred but not reported.
Fair Value
The Company determines fair value in accordance with applicable accounting rules which define fair value 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. The fair value determined is based on assumptions that market participants would use, including consideration of nonperformance risk. The carrying amounts of cash, restricted cash and cash equivalents, trade receivables, accounts payable, accrued expenses, and short-term debt approximate fair value because of the short-term maturity of these financial instruments.
Impairment of Long-Lived Assets
Long-lived assets, such as property, plant and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount exceeds the fair value of the asset group. During 2011, 2010, and 2009, the Company determined no impairment charge was necessary.
Use of Estimates
The preparation of the consolidated financial statements requires management to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the carrying amount of property, plant and equipment; valuation of receivables, inventories, and goodwill; recognition of revenue and loss contract reserves under the
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
percentage-of-completion method; assets and obligations related to employee benefit plans; asset retirement obligations; and self-insurance reserves. Actual results could differ from those estimates.
Recently Issued Accounting Standards
In January 2010, the FASB issued ASU 2010-06 Fair Value Measurements and DisclosuresImproving Disclosures about Fair Value Measurements (ASU 2010-06). This guidance requires new disclosures surrounding transfers in and out of level 1 or 2 in the fair value hierarchy and also requires that in the reconciliation of level 3 inputs, the entity should report separately information on purchases, sales, issuances or settlements. The increased disclosures should be reported for each class of assets or liabilities. ASU 2010-06 also clarifies existing disclosures for the level of disaggregating, disclosures about valuation techniques and inputs used to determine level 2 or 3 fair value measurements and include conforming amendments to the guidance on employers disclosures about postretirement benefit plan assets. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances or settlements in the roll forward activity for level 3 fair value measurements which are effective for interim and annual periods beginning after December 15, 2010. The adoption of ASU 2010-06 did not have a material effect on the Companys condensed consolidated financial statements.
Reclassifications
Certain reclassifications have been made to conform prior year balances to current year presentation.
Registration
These financial statements are prepared in conformity with the requirements applicable to a Non-Accelerated Filer as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended. The Companys previously issued financial statements were not prepared in compliance with public company reporting requirements. Significant differences from the previously issued statements include the reclassification of common stock as mezzanine or temporary equity, as reflected in Note 13, and the timing of adoption of the accounting standard related to uncertain tax positions to fiscal year ended February 28, 2009, reflected in Note 8.
2. Risks and Uncertainties
Our business is heavily impacted by several factors which are outside the control of management, including the overall health of the economy, the level of commercial and residential construction, the level of federal, state and local publicly funded construction projects and seasonal variations generally attributable to weather conditions. These factors impact the amount and timing of our revenues.
Our second amended and restated credit agreement (the Credit Agreement) contains certain financial covenants that include limitations on annual capital expenditures, available credit, maximum leverage ratios and a minimum fixed charge coverage ratio, among others, as defined in the associated agreement (the Financial Covenants). If an event of default should occur, the lenders may, among other things, accelerate the maturity of the outstanding amounts as well as discontinue lending under the revolving line of credit.
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
2. Risks and Uncertainties (Continued)
While we have confidence in our ability to meet our operating plan in the future, in the past we have failed to meet certain operating performance measures as well as the Financial Covenant requirements set forth in our Credit Agreement, which resulted in the need to obtain several amendments to the Credit Agreement. In each of February 28, 2009 and 2010, we did not comply with certain Financial Covenant and obtained an associated waiver. In May 2010, we did not comply with certain Financial Covenants and obtained a waiver and an increase in the total available borrowings under the Credit Agreement. At February 28, 2011, we were in compliance with all of our Financial Covenants; however, on May 18, 2011, we entered into the ninth amendment to the Credit Agreement, to adjust certain covenant levels (see Note 7) in future periods to provide greater cushion under our financial covenants. This amendment also imposes a $25.0 million annual limit on capital expenditures.
As a result of the May 2011 amendment to the credit agreement, we expect to be in compliance with the Financial Covenants during the next fiscal year. Operating losses incurred during our most recent fiscal year as well as reductions in our cash flow generated by operations have resulted in an increase in interest expense due to higher debt levels along with an increase in overall interest rates, which were also impacted by the issuance of Senior Notes in August 2010. A shortfall in the actual trailing twelve month earnings before interest, taxes and depreciation and certain lease expenses (EBITDAR), as adjusted and defined in the Credit Agreement, of between approximately 5% and 8% during a particular quarter over the next fiscal year could cause us to fail to meet our Financial Covenants during the period. Similarly, we are projecting to be above the required fixed charge coverage ratios at amounts that vary between approximately 7% and 15% of the required levels set in the Credit Agreement.
Our earnings and debt levels, and associated covenant compliance, may be impacted by, among other things, the volume and amount of federal, state and local publicly funded construction projects, the weather, which can materially affect our business and makes us subject to seasonality on a quarter to quarter basis, changes in product mix, commodity price changes and other factors inherent in the operation of our business. We are exploring a number of options which could enhance earnings or reduce total debt while not negatively impacting our ability to continue operating in our key markets. If we do not meet our projections and the actions described above are not sufficient to maintain our compliance with the Financial Covenants, we would seek a waiver of the covenants or alternative financing. There can be no assurance that the new covenant requirements will be met or that we would be able to amend the Credit Agreement or obtain alternative financing to replace the Credit Agreement, which could result in a material adverse effect on our financial position, results of operations and cash flows.
Liquidity and Managements Plans
As discussed in Note 7, the Companys First Lien Revolving Credit Facility matures in January 2013. In addition, after considering current estimated operating results for the year ended February 29, 2012, the quarterly periods during fiscal 2013, and resulting potential impacts on the Companys ability to satisfy its obligations under the First Lien Revolving Credit Facility and First Lien Term Loans A & B, the Company is considering, among other actions, entering into two new debt agreements, a Senior Secured Note and an asset based loan to refinance the existing First Lien Revolving Credit Facility and First Lien Term Loans A & B.
The Company is considering a refinancing that would, in effect, amend or replace a significant portion of the Companys existing indebtedness. The Company is planning to enter into a $170 million
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
2. Risks and Uncertainties (Continued)
asset based loan, which will be secured by the Companys accounts receivable, inventory and certain other assets. In addition, the Company is seeking to obtain $250 million through the issuance of Senior Secured Notes which will pay cash interest, estimated at 4.0%, and additional paid in kind (PIK) interest estimated at 9.0% which will be deferred and accumulate over the term of the debt.
The Company anticipates consummating the proposed refinancing during the first quarter of fiscal year 2013. The Company believes the consummation of the refinancing described above will allow the Company to maintain the necessary levels of operating liquidity on a long-term basis and will provide terms and conditions with which the Company believes it will comply for the foreseeable future. However, no assurances can be given that the refinancing will be consummated. If the foregoing refinancing does not occur, the Company would need to obtain waivers or amendments during fiscal 2013 under the existing credit facility and no assurances can be given that the Company will be able to obtain these waivers or amendments. If the Company is unable to obtain these waivers or amendments if and when necessary, the Company may be in default under its existing facilities which would (1) preclude the Company from accessing any available borrowings under its revolving facility, (2) entitle the lenders thereunder to exercise their remedies, which includes the right to accelerate the debt outstanding and (3) trigger the cross-acceleration provisions under the Senior Notes due 2018. These factors could have a material adverse effect on the Company. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
3. Accounts Receivable
Accounts receivable at February 28 consisted of:
(in thousands) |
|
2011 |
|
2010 |
| ||
Costs and estimated earnings in excess of billings |
|
$ |
11,138 |
|
$ |
6,789 |
|
Trade |
|
50,726 |
|
47,406 |
| ||
Retainages |
|
7,938 |
|
8,011 |
| ||
|
|
69,802 |
|
62,206 |
| ||
Allowance for doubtful accounts |
|
(2,430 |
) |
(2,119 |
) | ||
Accounts receivable, net |
|
$ |
67,372 |
|
$ |
60,087 |
|
Costs and estimated earnings in excess of billings related to uncompleted contracts and amounts not processed by governmental agencies. State and local agencies often require several approvals to process billings or payments and this may cause a lag in payment times.
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
4. Inventories
Inventories at February 28 consisted of:
(in thousands) |
|
2011 |
|
2010 |
| ||
Crushed stone, agricultural lime, and sand |
|
$ |
82,852 |
|
$ |
81,557 |
|
Raw materials |
|
7,823 |
|
6,815 |
| ||
Parts, tires, and supplies |
|
11,472 |
|
11,803 |
| ||
Concrete blocks |
|
4,977 |
|
4,883 |
| ||
Building materials |
|
4,244 |
|
4,224 |
| ||
Safety equipment |
|
16,241 |
|
16,584 |
| ||
Other |
|
1,813 |
|
1,348 |
| ||
|
|
$ |
129,422 |
|
$ |
127,214 |
|
5. Property, Plant & Equipment
Property, plant & equipment at February 28 are as follows:
(in thousands) |
|
2011 |
|
2010 |
| ||
Limestone and sand acreage |
|
$ |
135,888 |
|
$ |
136,139 |
|
Land, buildings and building improvements |
|
95,080 |
|
92,351 |
| ||
Crushing, prestressing, and manufacturing plants |
|
301,052 |
|
292,269 |
| ||
Contracting equipment, vehicles, and other |
|
264,814 |
|
255,295 |
| ||
Construction in progress |
|
6,282 |
|
2,526 |
| ||
Property, plant and equipment |
|
803,116 |
|
778,580 |
| ||
Less: Accumulated depreciation and depletion |
|
(420,151 |
) |
(388,050 |
) | ||
Property, plant and equipment, net |
|
$ |
382,965 |
|
$ |
390,530 |
|
Depreciation expense was $43.2 million, $41.1, and $39.2 million for years ended February 28, 2011, 2010, and 2009. Included in the contracting equipment, vehicles, and other asset category above are capital leases with a cost basis of $22.5 million and $17.5 million as of February 28, 2011 and 2010, respectively.
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
6. Accrued Liabilities
Accrued liabilities at February 28 consisted of:
(in thousands) |
|
2011 |
|
2010 |
| ||
Payroll and vacation |
|
$ |
7,418 |
|
$ |
8,047 |
|
Contract expenses |
|
1,468 |
|
5,123 |
| ||
Withholding taxes |
|
2,874 |
|
3,891 |
| ||
Reserve for taxes |
|
1,486 |
|
1,474 |
| ||
Interest |
|
15,444 |
|
1,962 |
| ||
Insurance |
|
16,250 |
|
13,102 |
| ||
Deferred acquisition liability |
|
3,253 |
|
5,134 |
| ||
Billings in excess of costs and estimated earnings on uncompleted contracts |
|
354 |
|
5,246 |
| ||
Other |
|
3,599 |
|
1,659 |
| ||
Total accrued liabilities |
|
$ |
52,146 |
|
$ |
45,638 |
|
7. Long-Term Debt
(in thousands) |
|
2011 |
|
2010 |
| ||
Land and equipment obligations |
|
$ |
32,003 |
|
$ |
33,101 |
|
First lien term loan A & B |
|
153,090 |
|
280,085 |
| ||
First lien revolving credit facility |
|
53,177 |
|
74,085 |
| ||
Second lien loans |
|
|
|
85,000 |
| ||
Senior notes due 2018 |
|
250,000 |
|
|
| ||
Obligations under capital leases |
|
12,576 |
|
12,625 |
| ||
Total debt |
|
500,846 |
|
484,896 |
| ||
Less: Current portion |
|
(20,460 |
) |
(20,557 |
) | ||
Total long-term debt |
|
$ |
480,386 |
|
$ |
464,339 |
|
Land, Equipment and Other Obligations
The Company has various notes, mortgages and other financing arrangements resulting from the purchase of principally land and equipment. All loans provide for at least annual payments, which include interest ranging up to 10.0% per annum. Principally all loans are secured by the land and equipment acquired. During the year ended February 28, 2011, the Company had $6.0 million outstanding of new obligations incurred under various financing arrangements related to the purchase of $3.9 million of equipment and $2.1 million of software. As of February 28, 2010, the Company incurred additional debt of $9.1 million related to the purchase of land and equipment.
From 1998 through 2005 the Company issued four revenue bonds to different industrial development authorities with counties in Pennsylvania in order to fund the acquisition and installation of plant and equipment. The original issuance of bonds totaled $25.3 million with dates of maturity through May, 2022. The Company maintains irrevocable, transferable letters of credit equal to the approximate carrying value of each bond, in total for $11.6 million and $13.4 million as of February 28, 2011 and 2010, respectively. The effective interest rate on these bonds ranged from 0.41% to 0.48%
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
7. Long-Term Debt (Continued)
and 0.35% and 0.43% as of February 28, 2011 and 2010, respectively. The Company is subject to annual principal maturities each year which is funded on either a quarterly or monthly basis, depending upon the terms of the original agreement. The Companys plant and equipment provide collateral under these borrowings and for the letters of credit.
The Company entered into a three year term loan agreement in August 2009 with Citizens Bank in the amount of $8.5 million. The purpose of the borrowing was to fund the acquisition of equipment, which serves as collateral under the agreement. Required principal maturities of $0.2 million are due monthly. The interest rate options are LIBOR plus 3.50% or the Prime Rate plus 3.50%. Additionally, the Company is subject to a 1.00% floor on the LIBOR rate for LIBOR based borrowings under this arrangement. The effective rate of interest was 3.79% and 3.73%as of February 28, 2011 and 2010 respectively. The outstanding balance of the loan was $4.5 million and $7.3 million as of February 28, 2011 and 2010, respectively. The Company is subject the existing covenants as defined in the second amended and restated credit agreement discussed below.
First Lien Term Loan A & B
On January 11, 2008, the Company entered into a second amended and restated credit agreement that provided two term loans and a second lien facility. The term loans were used to acquire equity and assets of Stabler Companies Inc. and refinance certain existing indebtedness. The term loans A and B are secured by a first priority lien on appraised real estate, mineral rights, and fixed assets. The second lien facility was prepaid during 2011. The Company is required to meet certain financial covenants, including maintaining certain leverage and coverage ratios, minimum net worth requirements and capital expenditure and lease payment limitations under our second amended and restated credit agreement. The term loan A and term loan B mature on January 10, 2014.
Pricing on the term loan A is tied to a performance grid based on the ratio of total debt to earnings before interest, taxes, depreciation and depletion, amortization and rent expense (EBITDAR), as defined in the second amended and restated credit agreement. LIBOR margins for the term loan A ranged from 2.00% to 3.50% and from 1.75% to 3.00% for fiscal years ended February 28, 2011 and 2010, respectively. Prime Rate margins ranged from 0% to 1.50% and 0% to 1.00% for fiscal years ended February 28, 2011 and 2010, respectively. Additionally, the Company was subject to a 1.00% floor on the LIBOR rate for LIBOR based borrowings under this arrangement for the fiscal year ended February 28, 2011. The term loan A had $85.1 million outstanding and the LIBOR margin was 3.50% and the Prime Rate margin was 1.50% and $158.9 million outstanding and the LIBOR margin was 3.00% and Prime Rate margin was 1.00% as of February 28, 2011 and 2010, respectively. The net effective interest rate on the term loan A was approximately 3.79% and 3.00% at February 28, 2011 and 2010, respectively.
Pricing on the term loan B is tied to a performance grid based on the ratio of total debt to EBITDAR. LIBOR margins for the term loan B range from 3.50% to 4.00% and from 3.00% to 3.50% as of fiscal year ended February 28, 2011 and 2010, respectively. Prime Rate margins range from 1.50% to 2.00% and 1.00% to 1.50% for the fiscal year ended February 28, 2011 and 2010, respectively. Additionally, the Company was subject to a 1.00% floor on the LIBOR rate for LIBOR based borrowings under this arrangement for the fiscal year ended February 28, 2011. The term loan B had $68.0 million outstanding and the LIBOR margin was 4.00% and the Prime Rate margin was 2.00% and $121.2 million outstanding and the LIBOR margin was 3.50% and the Prime Rate margin was
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
7. Long-Term Debt (Continued)
1.50% as of February 28, 2011 and 2010, respectively. The net effective interest rate on the term loan B was approximately 4.31% and 3.50% at February 28, 2011 and 2010, respectively.
First Lien Revolving Credit Facility
On January 11, 2008, the Company entered into a second amended and restated credit agreement with a $110.0 million, secured revolving credit facility. On May 27, 2010 the Company amended its second amended and rested credit agreement to adjust certain leverage ratios, limitations on operating lease expense and also increased the total amount available under the revolving credit facility to $135.0 million. Availability under the revolver is restricted to a borrowing base equal to the sum of 85% of accounts receivable less accounts over 120 days and 60% of inventory. Pricing on the revolver is tied to a performance grid based on the ratio of total Leverage to EBITDAR, as defined in the agreement. LIBOR margins for the revolver range from 2.00% to 3.50%. Prime Rate margins for the revolver range from 0% to 1.50%. Additionally, the Company was subject to a 1.00% floor on the LIBOR rate for LIBOR based borrowings under this arrangement for the fiscal year ended February 28, 2011. The LIBOR margin was 3.50% and 3.00% as of February 28, 2011 and 2010, respectively. The Prime Rate was 1.50% and 1.00% as of February 28, 2011 and 2010, respectively. The effective interest rate was 3.99% and 3.00% at February 28, 2011 and 2010, respectively. The Company is required to meet certain financial covenants, including maintaining certain leverage and coverage ratios, minimum net worth requirements and capital expenditure and lease payment limitations under the second amended and restated credit agreement. The first lien revolving credit facility expires on January 11, 2013.
At February 28, 2011 and February 28, 2010, an additional $81.8 million and $35.9 million were available under the revolving credit facility, respectively. The agreement also permits an additional seasonal availability of $10.0 million during the months of March, April, May, and June. The credit facility requires that, for 30 consecutive days during the fourth fiscal quarter of each year that the balance outstanding on the revolving loans are repaid to a specified level not to exceed $75.0 million.
Senior Notes Due 2018
In August 2010, the Company sold $250.0 million aggregate principal amount of 11.0% senior notes (Notes) due in 2018 at par value. Interest on the Notes is payable semi-annually in cash in arrears on March 1 and September 1 of each year. The Company used the net proceeds from the issuance to repay a portion of existing debt. In connection with the issuance of the Notes, the Company incurred costs of approximately $8.3 million which were deferred and are being amortized on the effective interest method over the term of the Notes.
At February 28, 2011 the Company had $250.0 million aggregate principal amount of Notes outstanding. At any time prior to September 1, 2014, the Company may redeem all or part of the Notes at a redemption price equal to 100.0% of the principal amount plus accrued and unpaid interest and an applicable make-whole premium which is set forth in the indenture governing the Notes. On and after September 1, 2014, the Company may redeem all or a part of the Notes at the redemption
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
7. Long-Term Debt (Continued)
prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest if redeemed during the twelve-month period beginning on September 1 of the years indicated below:
Year |
|
Percentage |
|
2014 |
|
105.50 |
% |
2015 |
|
102.75 |
% |
2016 and thereafter |
|
100.00 |
% |
In addition, prior to September 1, 2013, the Company may redeem up to 35.0% of the aggregate principal Notes outstanding with the net cash proceeds from certain equity offerings at a redemption price equal to 111.0% of the principal amount thereof, together with accrued and unpaid interest. If the Company experiences a change of control, as outlined in the indenture, the Company may be required to offer to purchase the Notes at a purchase price equal to 101.0% of the principal amount, plus accrued interest.
The Notes are guaranteed, on a joint and several basis, by all of the Companys existing and future domestic subsidiaries, with the exception of certain subsidiaries. The indenture governing the Notes contains affirmative and negative covenants that, among other things, limit the Company and its subsidiaries ability to incur additional debt, make restricted payments, dividends or other payments from subsidiaries to the Company, create liens, engage in the sale or transfer of assets, and engage in transactions with affiliates. The Company is not required to maintain any affirmative financial ratios or covenants.
The Company must file a registration statement with the Securities and Exchange Commission (SEC) within 360 days of issuance with respect to a registered offer to exchange the Notes for new Notes having terms substantially identical in all material respects to the Notes. If the Company fails to file a registration statement within the time provided in the indenture the interest rate on the Notes will pay up to an additional 1% per annum until such registration is completed or the Notes are redeemed.
Refinancing
From the proceeds of the Notes, the Company prepaid its second lien loan which had a principal balance outstanding of $85.0 million and paid down a portion of its term loan A, term loan B, and the revolving credit facility in the amounts of $64.9 million, $50.1 million and $43.5 million respectively. For the year ended February 28, 2011 the Company recognized a loss on debt retirement of approximately $2.9 million relating to the write off of unamortized debt issuance costs associated with the components of outstanding debt that were effectively extinguished. The write off of the debt issuance costs have been recorded as a component of interest expense.
Obligations Under Capital Lease
The Company has various arrangements for the lease of machinery and equipment which qualify as capital leases. These arrangements typically provide for monthly payments, some of which include residual value guarantees if the Company were to terminate the arrangement during certain specified periods of time for each underlying asset under lease.
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
7. Long-Term Debt (Continued)
Covenants
The Company is subject to certain financial covenants related to its term loan A, term loan B, and revolving credit facility, including maintaining certain leverage and coverage ratios, minimum net worth requirements, and capital expenditure and lease payment limitations. The credit agreements also contain subjective acceleration clauses which allow the Bank to declare amounts outstanding under the financing arrangements due and payable if a Material Adverse Change occurs. The Company believes that it will continue to comply with its financial covenants, as amended, under the financing arrangement. If the Companys performance does not result in compliance with any of its financial covenants, or if the Bank seeks to exercise its rights under the subjective acceleration clause referred to above, the Company would seek to modify its financing arrangement. However, there can be no assurance that the Bank would not exercise their rights and remedies under the financing arrangement including accelerating payment of all outstanding debt due and payable.
The Company has obtained multiple waivers and amendments related to covenant defaults (refer to Note 2) during fiscal years 2009, 2010 and 2011, respectively. The more significant amendments related to defaults of the net worth covenant, leverage ratios, limitations on operating lease expense and timely completion of the financial statements. In addition, the Company obtained amendments to the first lien credit facility, including the term loans and revolving credit facility which adjusted covenants for future periods and allowed for the issuance of the Notes in August 2010. Where appropriate, the Company records fees paid to obtain the waivers and amendments as deferred financing fees and amortizes the amounts over the remaining life of the associated financing arrangements. As of February 28, 2011, the Company was in compliance with all of its covenant requirements as amended through that date. On May 18, 2011, the Company obtained an additional amendment to the second amended and restated credit agreement that adjusted covenant levels in future periods during fiscal year 2012 and beyond.
Other
Long-term debt for each fiscal period matures as follows:
(in thousands) |
|
Amount |
| |
Period |
|
|
| |
2012 |
|
$ |
20,460 |
|
2013 |
|
71,357 |
| |
2014 |
|
142,306 |
| |
2015 |
|
3,703 |
| |
2016 |
|
1,402 |
| |
Remaining years |
|
261,618 |
| |
|
|
$ |
500,846 |
|
Using a combination of discounted cash flow techniques that incorporate a market interest yield curve with adjustments for duration, optionality, risk profile and other available information as
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
7. Long-Term Debt (Continued)
well as publicly available information on the Notes, the Company has determined the fair value of long term debt as of February 28 is as follows:
(in thousands) |
|
2011 |
|
2010 |
| ||
Carrying value (including current maturities) |
|
$ |
500,846 |
|
$ |
484,896 |
|
Fair value (including current maturities) |
|
505,855 |
|
487,693 |
| ||
8. Income Taxes
The components of the U.S. federal and state income tax expense as of February 28 consist of the following:
(in thousands) |
|
2011 |
|
2010 |
|
2009 |
| |||
Current |
|
|
|
|
|
|
| |||
U.S. Federal |
|
$ |
(3,902 |
) |
$ |
331 |
|
$ |
300 |
|
State |
|
292 |
|
2,258 |
|
65 |
| |||
Total current |
|
(3,610 |
) |
2,589 |
|
365 |
| |||
Deferred |
|
|
|
|
|
|
| |||
U.S. Federal |
|
(940 |
) |
(261 |
) |
(581 |
) | |||
State |
|
72 |
|
(1,936 |
) |
1,276 |
| |||
Total deferred |
|
(868 |
) |
(2,197 |
) |
695 |
| |||
|
|
$ |
(4,478 |
) |
$ |
392 |
|
$ |
1,060 |
|
The detail of the (benefit from) provision for income taxes and a reconciliation of the statutory to effective tax expense (benefit) for periods ending February 28 are as follows:
(in thousands) |
|
2011 |
|
2010 |
|
2009 |
| |||
Federal statutory tax |
|
$ |
(3,588 |
) |
$ |
3,273 |
|
$ |
(10,205 |
) |
State taxes, net of federal benefit |
|
(2,719 |
) |
(526 |
) |
874 |
| |||
Depletion |
|
(1,761 |
) |
(2,230 |
) |
(2,448 |
) | |||
Tax contingencies |
|
374 |
|
243 |
|
536 |
| |||
Goodwill impairment |
|
|
|
|
|
13,700 |
| |||
Valuation allowance, net |
|
3,883 |
|
|
|
|
| |||
Other |
|
(667 |
) |
(368 |
) |
(1,397 |
) | |||
|
|
$ |
(4,478 |
) |
$ |
392 |
|
$ |
1,060 |
|
Deferred income taxes arise due to certain items being includable in the determination of taxable income in periods different than for financial reporting purposes. The tax effect of significant
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
8. Income Taxes (Continued)
types of temporary differences and carryforwards that gave rise to the Companys deferred tax assets and liabilities as of February 28 are as follows:
(in thousands) |
|
2011 |
|
2010 |
| ||
Deferred tax assets |
|
|
|
|
| ||
Inventory |
|
$ |
4,591 |
|
$ |
3,031 |
|
Defined benefit plans |
|
985 |
|
1,107 |
| ||
Accrued expenses |
|
5,506 |
|
5,591 |
| ||
Workers compensation |
|
6,288 |
|
2,400 |
| ||
Bad debt reserve |
|
913 |
|
652 |
| ||
Reclamation |
|
2,384 |
|
1,982 |
| ||
Leases |
|
4,174 |
|
4,099 |
| ||
Other |
|
3,194 |
|
2,384 |
| ||
Tax loss carryforwards |
|
13,134 |
|
11,629 |
| ||
Total deferred tax assets |
|
41,169 |
|
32,875 |
| ||
Deferred tax liabilities |
|
|
|
|
| ||
Depreciable and amortizable assets |
|
(131,971 |
) |
(130,707 |
) | ||
Leases |
|
(981 |
) |
(1,242 |
) | ||
Other |
|
(881 |
) |
(901 |
) | ||
Total deferred tax liabilities |
|
(133,833 |
) |
(132,850 |
) | ||
Less: Valuation allowance |
|
(5,474 |
) |
|
| ||
Net deferred tax liabilities |
|
$ |
(98,138 |
) |
$ |
(99,975 |
) |
During the year ended February 28, 2011, the Company recorded a noncash charge to establish a valuation allowance of $5.5 million against certain deferred tax assets primarily related to state net operating losses. In assessing whether the deferred tax assets may be realized, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized based upon an assessment of both positive and negative evidence as prescribed by applicable accounting guidance, for example recent operating results and permanent differences for tax purposes. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.
The Company has a U.S. federal net operating loss that begins to expire in 2028 of approximately $14.0 million and $20.7 million as of February 28, 2011 and 2010 respectively. The Company has state net operating losses that will begin to expire in 2022 of approximately $91.0 million and $70.1 million as of February 28, 2011 and 2010 respectively, of which $73.7 million and $63.8 million relates to Pennsylvania as of February 28, 2011 and 2010 respectively.
In June 2006, new guidance was issued which clarified the accounting for uncertainty in income taxes recognized in an entitys financial statements. The Company adopted this guidance on March 1,
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
8. Income Taxes (Continued)
2008. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits for the years ended February 28 is as follows:
(in thousands) |
|
2011 |
|
2010 |
|
2009 |
| |||
Beginning balance |
|
$ |
1,035 |
|
$ |
771 |
|
$ |
235 |
|
Gross increasescurrent period tax positions |
|
1,344 |
|
|
|
|
| |||
Gross decreasesprior period tax positions |
|
|
|
264 |
|
536 |
| |||
Settlements with taxing authorities/lapse of statute of limitations |
|
|
|
|
|
|
| |||
Ending balance |
|
$ |
2,379 |
|
$ |
1,035 |
|
$ |
771 |
|
The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate were $1.6 million and $1.0 million as of February 28, 2011 and 2010, respectively. In January of 2011, the IRSs Tax Exempt and Government Entities Division initiated an exam of the Companys federal income tax returns specifically related to revenue bonds issued by the Company. It is reasonably possible that this examination may be resolved within the next twelve months and therefore reasonable possible that the Companys gross unrecognized tax benefits may change within the next twelve months by a range of $0 to $0.8 million.
The Company recognizes interest and penalties related to unrecognized tax benefits as a component of tax expense. During the years ended February 28, 2011, 2010 and 2009 interest and penalties accrued were not material.
Each year the Company files tax returns in the various national, state and local income taxing jurisdictions in which it operates. These tax returns are subject to examination and possible challenge by the taxing authorities. Positions challenged by the taxing authorities may be settled or appealed by the Company. The Companys number of open tax years varies by jurisdiction. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non U.S. income tax examinations by tax authorities for years before 2006.
9. Retirement and Benefit Programs
Substantially all employees are covered by either a defined contribution plan, a defined benefit plan, a collectively bargained multi-employer plan, or a noncontributory profit sharing plan.
The Company participates in several multi-employer pension plans, which provide defined benefits to certain employees covered by labor union contracts. Contributions to these plans amounted to approximately $1.9 million, $1.9 million and $1.6 million as of February 28, 2011, 2010, and 2009 respectively. These amounts were determined by the union contracts and the Company does not administer or control the funds. However, in the event of plan terminations or Company withdrawal from the plans, the Company may be liable for a portion of the plans unfunded vested benefits, the amount of which, if any, has not been determined. The Company presently has no plans to withdraw from these plans.
The Company also maintains, for certain salaried and hourly employees, an investment plan under which eligible employees can invest various percentages of their earnings, matched by an employer contribution of up to 6%. Additionally, the Company may make special voluntary
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
9. Retirement and Benefit Programs (Continued)
contributions to all employees eligible to participate in the plan, regardless of whether they contributed during the year. The Company contributions were approximately $6.8 million, $7.5 million and $6.9million for the years ended February 28, 2011, 2010, and 2009, respectively.
Additionally, the Company has unfunded supplemental retirement agreements with individuals previously associated with the Company which had actuarial present values of future payments of $0.3 million, $0.4 million and $0.5 million at February 28, 2011, 2010, and 2009, respectively, which are included in other liabilities on the balance sheet.
The Company has two defined benefit pension plans covering certain union employees. The benefits are based on years of service. The funded status reported on the balance sheet as of February 28, 2011 was measured as the difference between the fair value of plan assets and the benefit obligation on a plan-by-plan basis. Actuarial gains and losses are generally amortized subject to the corridor, over the average remaining service life of the Companys active employees. Net periodic pension expense of $0.3 million, $0.4 million and $0.2 million were recognized at February 28, 2011, 2010, and 2009, respectively.
The components of net pension expense for the years ended February 28 are as follows:
(in thousands) |
|
2011 |
|
2010 |
|
2009 |
| |||
Net periodic benefit cost |
|
|
|
|
|
|
| |||
Service cost |
|
$ |
203 |
|
$ |
210 |
|
$ |
241 |
|
Interest cost |
|
434 |
|
437 |
|
480 |
| |||
Expected return on plan assets |
|
(559 |
) |
(549 |
) |
(668 |
) | |||
Amortization of prior service cost |
|
85 |
|
90 |
|
93 |
| |||
Recognized net actuarial loss |
|
123 |
|
221 |
|
37 |
| |||
Total pension expense |
|
286 |
|
409 |
|
183 |
| |||
Other changes in plan assets and benefit obligations recognized in other comprehensive loss |
|
|
|
|
|
|
| |||
Net (gain) loss |
|
(87 |
) |
(782 |
) |
2,345 |
| |||
Amortization of prior service cost |
|
(85 |
) |
(90 |
) |
(93 |
) | |||
Amortization of net actuarial (gain) loss |
|
(123 |
) |
(221 |
) |
(37 |
) | |||
Total recognized in accumulated other comprehensive (gain) loss |
|
(295 |
) |
(1,093 |
) |
2,215 |
| |||
Total recognized net periodic benefit cost and accumulated other comprehensive (gain) loss |
|
$ |
(9 |
) |
$ |
(684 |
) |
$ |
2,398 |
|
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
9. Retirement and Benefit Programs (Continued)
The following table sets forth the Plans benefit obligation, fair value of plan assets, and funded status as of February 28:
(in thousands) |
|
2011 |
|
2010 |
| ||
Change in benefit obligation |
|
|
|
|
| ||
Benefit obligation at beginning of year |
|
$ |
7,818 |
|
$ |
7,128 |
|
Service cost |
|
203 |
|
210 |
| ||
Interest cost |
|
434 |
|
437 |
| ||
Actuarial (gain) or loss |
|
347 |
|
373 |
| ||
Plan amendment |
|
|
|
117 |
| ||
Benefits paid |
|
(565 |
) |
(447 |
) | ||
Benefit obligation at end of year |
|
8,237 |
|
7,818 |
| ||
Change in plan assets |
|
|
|
|
| ||
Fair value of plan assets at beginning of year |
|
7,103 |
|
5,518 |
| ||
Actual return on plan assets |
|
993 |
|
1,823 |
| ||
Employer contributions |
|
418 |
|
209 |
| ||
Benefits paid |
|
(565 |
) |
(447 |
) | ||
Fair value of plan assets at end of year |
|
7,949 |
|
7,103 |
| ||
Funded status at end of year |
|
$ |
(288 |
) |
$ |
(715 |
) |
Amounts recognized in the balance sheet consist of |
|
|
|
|
| ||
Noncurrent assets |
|
$ |
733 |
|
$ |
504 |
|
Noncurrent liabilities |
|
(1,021 |
) |
(1,219 |
) | ||
Net amount recognized |
|
$ |
(288 |
) |
$ |
(715 |
) |
The accumulated benefit obligation for the plans was $8.2 million and $7.8 million as of February 28, 2011 and 2010, respectively.
The amounts in accumulated other comprehensive income that have not yet been recognized as a component of net period benefit cost as of February 28 are as follows:
(in thousands) |
|
2011 |
|
2010 |
|
2009 |
| |||
Unrecognized net actuarial loss |
|
$ |
2,103 |
|
$ |
2,313 |
|
$ |
3,434 |
|
Unrecognized prior service cost |
|
285 |
|
370 |
|
343 |
| |||
|
|
$ |
2,388 |
|
$ |
2,683 |
|
$ |
3,777 |
|
The estimated amount that will be amortized from accumulated other comprehensive income into net periodic benefit cost related to unrecognized net actuarial loss and prior service cost next year is approximately $0.1 million.
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
9. Retirement and Benefit Programs (Continued)
Weighted average assumptions used to determine benefit obligations as of February 28 were as follows:
|
|
2011 |
|
2010 |
|
2009 |
|
Discount rate |
|
5.50 |
% |
5.75 |
% |
6.25 |
% |
Expected return on plan assets |
|
8.00 |
% |
8.00 |
% |
8.00 |
% |
Weighted average assumptions used to determine net periodic pension expense were as follows:
|
|
2011 |
|
2010 |
|
2009 |
|
Discount rate |
|
5.75 |
% |
6.25 |
% |
6.00 |
% |
Expected return on plan assets |
|
8.00 |
% |
8.00 |
% |
8.00 |
% |
The following table summarizes employer contributions and benefits paid:
(in thousands) |
|
2011 |
|
2010 |
|
2009 |
| |||
Employers contributions paid |
|
$ |
418 |
|
$ |
209 |
|
$ |
360 |
|
Benefits paid (including expense) |
|
565 |
|
447 |
|
431 |
| |||
The Companys overall expected long-term rate of return on assets is 8.0%. The expected long-term rate of return is based on the portfolio as a whole and not on the sum of the returns on individual asset categories. The return is based exclusively on historical returns, without adjustments.
The asset allocations of the Companys pension plans as of February 28 were as follows:
|
|
2011 |
|
2010 |
| ||||
|
|
Target |
|
Actual |
|
Target |
|
Actual |
|
Asset class |
|
|
|
|
|
|
|
|
|
Equity securities |
|
50 |
% |
56 |
% |
40 |
% |
47 |
% |
Debt securities |
|
50 |
% |
44 |
% |
60 |
% |
53 |
% |
|
|
100 |
% |
100 |
% |
100 |
% |
100 |
% |
The plans investments measured at fair value on a recurring basis as of February 28 were as follows:
|
|
Fair Value Measurement Using |
| ||||||||||
(in thousands) |
|
2011 |
|
Quoted Prices |
|
Significant |
|
Significant |
| ||||
Money market funds |
|
$ |
273 |
|
$ |
273 |
|
$ |
|
|
$ |
|
|
Fixed income mutual funds |
|
3,531 |
|
3,531 |
|
|
|
|
| ||||
Equity mutual funds |
|
2,342 |
|
2,342 |
|
|
|
|
| ||||
International equity funds |
|
1,183 |
|
1,183 |
|
|
|
|
| ||||
Balanced mutual funds |
|
620 |
|
620 |
|
|
|
|
| ||||
|
|
$ |
7,949 |
|
$ |
7,949 |
|
$ |
|
|
$ |
|
|
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
9. Retirement and Benefit Programs (Continued)
|
|
Fair Value Measurement Using |
| ||||||||||
(in thousands) |
|
2010 |
|
Quoted Prices |
|
Significant |
|
Significant |
| ||||
Money market funds |
|
$ |
177 |
|
$ |
177 |
|
$ |
|
|
$ |
|
|
Fixed income mutual funds |
|
3,350 |
|
3,350 |
|
|
|
|
| ||||
Equity mutual funds |
|
2,361 |
|
2,361 |
|
|
|
|
| ||||
International equity funds |
|
972 |
|
972 |
|
|
|
|
| ||||
Balanced mutual funds |
|
243 |
|
243 |
|
|
|
|
| ||||
|
|
$ |
7,103 |
|
$ |
7,103 |
|
$ |
|
|
$ |
|
|
The Companys investment policy includes various guidelines and procedures designed to ensure assets are invested in a manner necessary to meet expected future benefits by participants. The investment guidelines consider a broad range of economic conditions. Central to the policy are target allocation ranges. The investment policy is periodically reviewed by the Company. The policy is established and administered in a manner so as to comply at all times with applicable government regulations.
The Company expects to make contributions of $0.3 million to the plans during the next fiscal year.
Estimated future benefit payments for the defined benefit plans are as follows:
(in thousands) |
|
|
| |
Plan year ending February 28 |
|
|
| |
2012 |
|
$ |
498 |
|
2013 |
|
503 |
| |
2014 |
|
527 |
| |
2015 |
|
544 |
| |
2016 |
|
556 |
| |
2017-2020 |
|
2,827 |
| |
The Company also maintains postretirement life insurance and medical benefits plans for certain employees eligible to participate in the plans after meeting certain age and years of service requirements. The actuarial present value of future life insurance premium and medical benefit payments under these plans was $0.2 million at February 28, 2011 and, 2010, respectively and $0.1 million at February 28, 2009.
Beginning in the year ended February 28, 2001, the Company offered a nonqualified benefit plan to a select group of management employees. The plan has four levels of participants and benefits vary depending on classification. The plan consists of a defined Company contribution, elective deferrals and pre-retirement split-dollar life insurance. The defined Company contribution consists of a predetermined percentage of salary up to 12.5% and a target percentage of bonus, when declared, up to 25%. Elective deferrals cannot exceed 50% of salary and 90% of bonus. The Company contributions begin vesting upon attainment of two years of service at 40%, and 20% per year thereafter. Elective
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
9. Retirement and Benefit Programs (Continued)
deferrals are always 100% vested. The contributions are funded on a regular basis. Company contributions continue to be an asset of the Company with a corresponding unsecured general obligation of the Company. The asset is recorded as part of other assets and the corresponding obligation is recorded under other liabilities. As of February 28, 2011, 2010, and 2009 the value of the contributions was $3.8 million, $2.9 million and $1.6 million, respectively, and the obligation was $3.4 million, $2.7 million, and 1.4 million, respectively.
10. Leases
The Company has various noncancelable operating leases with initial or remaining terms in excess of one year. In addition, certain leases contain early purchase options that if exercised would reduce the minimum payments. The future minimum payments under these operating leases at February 28 are payable as follows:
(in thousands) |
|
Operating |
| |
Period |
|
|
| |
2012 |
|
$ |
3,002 |
|
2013 |
|
2,725 |
| |
2014 |
|
2,450 |
| |
2015 |
|
2,108 |
| |
2016 |
|
537 |
| |
Thereafter |
|
1,081 |
| |
Total |
|
$ |
11,903 |
|
Total operating lease expenses were $9.3 million, $9.9 million and $8.1 million as of February 28, 2011, 2010, and 2009 respectively.
In conjunction with the Companys 12.6% membership interest in Means to Go, LLC, the Company entered into an aircraft lease agreement which expires on December 31, 2011 and is renewed from time to time. The Company is obligated to make lease payments of $0.2 million annually during this period to cover projected fixed charges of operating the aircraft, which is included in the above operating lease commitments. Additionally, the Company is billed an hourly charge for use of the aircraft which is based on the variable costs of operating such aircraft. The Company has provided a letter of credit in the amount of $1.7 million in relation to its obligation as a member of Means to Go, LLC.
11. Supplemental Disclosures of Cash Flow Information
(in thousands) |
|
2011 |
|
2010 |
|
2009 |
| |||
Supplemental disclosures of cash flow information |
|
|
|
|
|
|
| |||
Capital lease and other noncash obligations incurred |
|
$ |
11,038 |
|
$ |
2,010 |
|
$ |
6,031 |
|
Cash paid, net of amounts capitalized, during the year for Interest |
|
21,535 |
|
24,239 |
|
41,738 |
| |||
Cash paid for taxes |
|
782 |
|
2,209 |
|
165 |
| |||
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
12. Asset Retirement Obligations
The Company has asset retirement obligations arising from regulatory requirements to perform certain reclamation activities upon the closure of quarries. The liability is initially measured at estimated fair value and is subsequently adjusted for accretion expenses and changes in the amount or timing of the estimated cash flows. These asset retirement obligations relate to all underlying land parcels, including both owned properties and mineral leases. The corresponding asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over the assets useful life. The Company recognized depreciation expense related to its asset retirement obligations totaling $0.1 million for the years ended February 28, 2011, 2010, and 2009. The Company recognized accretion expense related to its asset retirement obligations totaling $ 0.4 million, $0.2 million, and $0.4 million for the years ended February 28, 2011, 2010, and 2009, respectively. These costs are reported in depreciation and cost of products sold, respectively.
The following shows the changes in the asset retirement obligations for the years ended February 28:
(in thousands) |
|
2011 |
|
2010 |
|
2009 |
| |||
Balance at March 1 |
|
$ |
4,748 |
|
$ |
4,745 |
|
$ |
8,632 |
|
Accretion expense |
|
416 |
|
243 |
|
364 |
| |||
Liabilities incurred |
|
|
|
32 |
|
|
| |||
Change in estimated obligations |
|
|
|
708 |
|
(2,380 |
) | |||
Liabilities settled |
|
(13 |
) |
(980 |
) |
(1,871 |
) | |||
|
|
$ |
5,151 |
|
$ |
4,748 |
|
$ |
4,745 |
|
13. Put Rights
The stockholders have put rights on all outstanding common stock which may require the Company to purchase, at any time, all or some of a stockholders common stock. The common stock is classified as mezzanine or temporary equity at February 28, 2011 and 2010, respectively, since the shares were redeemable at the option of the holder and had conditions for redemption which are not solely within the control of the Company. The redemption price is determined based upon the terms and conditions of the underlying stockholders agreement and is based upon either a formulaic calculation, in the event of a put of less than 100% of an individual stockholders shares or a appraisal, in the event of a put of all of an individual stockholders shares. The value of the common stock is adjusted to its maximum redemption value each reporting date through retained earnings.
If the Company is unable to purchase the common stock by reason of a legal or contractual impediment, then a stockholder, subject to the terms and restrictions set forth in the Stock Restriction Agreement, may sell common stock to other purchasers. The Company is restricted from purchasing any of its common stock due to contractual impediments contained in certain financing arrangements as of February 28, 2011 and 2010, respectively.
14. Commitments and Contingencies
In the normal course of business, the Company has commitments, lawsuits, claims, and contingent liabilities. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Companys consolidated financial position, or liquidity.
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
14. Commitments and Contingencies (Continued)
The Company maintains a self-insurance program for workers compensation (PA employees) coverage, which is administered by a third party management company. The Companys self-insurance retention is limited to $1.0 million per occurrence with the excess covered by workers compensation excess liability insurance. The Company is required to maintain a $7.0 million surety bond with the Commonwealth of Pennsylvania. Self-insurance costs are accrued based upon the aggregate of the liability for reported claims and an estimated liability for claims incurred but not reported. The Company also maintains three self-insurance programs for health coverage with losses limited to $0.3 million per employee. Additionally, the Company is required to provide a letter of credit in the amount of $0.9 million to guarantee payment of the deductible portion of its liability coverages existing prior to January 1, 2008.
The Company also maintains a captive insurance company, Rock Solid Insurance Company, for workers compensation (Non PA employees), general liability, auto, and property coverage. Rock Solid is required to provide a letter of credit in the amount of $7.2 million to guarantee payment of the deductible portion its liability coverages. Reserves for retained losses within this captive, which are recorded in accrued liabilities in the accompanying consolidated balance sheet, were approximately $7.4 million and $5.9 million as of February 28, 2011 and February 28, 2010, respectively. Exposures for periods prior to the inception of the captive are covered by pre-existing insurance policies.
15. Goodwill and Other Intangible Assets
Goodwill
There were no changes to the carrying value of goodwill for the year ended February 28, 2011. Impairment testing is performed during the fourth quarter of the fiscal year and there were no impairments recognized during the year ended February 28, 2011 (see footnote 1). For segment reporting purposes goodwill of $85.0 million and $5.8 million is reported as part of the Construction Materials segment and the Traffic Safety Services and Equipment segment respectively. During 2009, the Company recognized a goodwill impairment of $39.1 million in the Construction Materials segment.
Other Intangible Assets
The Company had the following intangible assets as of February 28:
|
|
2011 |
| |||||||
(in thousands) |
|
Gross Asset |
|
Accumulated |
|
Net Book |
| |||
Amortizable intangible assets |
|
|
|
|
|
|
| |||
Customer relationships |
|
$ |
12,000 |
|
$ |
(1,800 |
) |
$ |
10,200 |
|
Technology |
|
600 |
|
(120 |
) |
480 |
| |||
|
|
12,600 |
|
(1,920 |
) |
10,680 |
| |||
Nonamortizable intangible assets |
|
|
|
|
|
|
| |||
Trademarks |
|
17,404 |
|
|
|
17,404 |
| |||
Total other intangible assets |
|
$ |
30,004 |
|
$ |
(1,920 |
) |
$ |
28,084 |
|
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements
15. Goodwill and Other Intangible Assets (Continued)
|
|
2010 |
| |||||||
(in thousands) |
|
Gross Asset |
|
Accumulated |
|
Net Book |
| |||
Amortizable intangible assets |
|
|
|
|
|
|
| |||
Customer relationships |
|
$ |
12,000 |
|
$ |
(1,200 |
) |
$ |
10,800 |
|
Technology |
|
600 |
|
(80 |
) |
520 |
| |||
|
|
12,600 |
|
(1,280 |
) |
11,320 |
| |||
Nonamortizable intangible assets |
|
|
|
|
|
|
| |||
Trademarks |
|
17,404 |
|
|
|
17,404 |
| |||
Total other intangible assets |
|
$ |
30,004 |
|
$ |
(1,280 |
) |
$ |
28,724 |
|
During 2009, the Company recognized an impairment loss on trademarks of $5.7 million which reduced the carrying value to $17.4 million. During 2010 and 2011 there were no impairments.
The aggregate amortization expense related to amortizable intangible assets was $0.6 million for the years ended February 28, 2011, 2010, and 2009.
Annual amortization expense on amortizable intangible assets is expected to be approximately $0.6 million for each of the next five years.
16. Business Segments
The Company reports information about its operating segments using the management approach, which is based on the way management organizes and reports the segments within the organization for making operating decisions and assessing performance. The Company has three reportable segments and has identified the segments based upon the nature of services and product offerings. The Companys three reportable segments are; (i) construction materials; (ii) heavy/highway construction; and (iii) traffic safety services and equipment. A description of the services and product offerings within each of the Companys segments is provided below.
The construction materials segment mines and produces aggregates (crushed stone and construction sand and gravel), hot mix asphalt, ready-mixed concrete and other concrete products including precast/prestressed structural concrete components and masonry blocks for sale to third parties and internal use. During 2011, the construction materials segment served markets primarily in the Commonwealth of Pennsylvania and western New York. The high weight-to-value ratio of aggregates and concrete products and the time in which ready-mixed concrete and hot mix asphalt begin to set, limit the efficient distribution range for these products to roughly a one-hour haul time. Accordingly, the Companys markets for these products are generally local in nature.
The heavy/highway construction segment includes heavy and highway construction, blacktop paving and other site preparation services. The Companys heavy/highway construction segment is primarily supplied with its construction materials, such as hot mix asphalt, ready-mixed concrete and aggregates from the Companys construction materials segment. During 2011, the heavy/highway construction segment served markets primarily in the Commonwealth of Pennsylvania.
The traffic safety services and equipment segment rents and sells general and specialty traffic control and work zone safety equipment and safety services to industrial and construction end-users. Traffic safety services and equipment business sells equipment through its national sales network and provides traffic maintenance and protection services primarily throughout the eastern United States.
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
16. Business Segments (Continued)
The Company reviews earnings of the segments principally at the operating profit level and accounts for intersegment sales at prices that range from negotiated rates to those that approximate fair market value. Segment operating profit consists of revenue less operating costs and expenses. Corporate and unallocated costs include those administrative and financial costs which are not allocated to segment operations and are excluded from segment operating profit. These costs include corporate administrative functions, unallocated corporate functions, and divisional administrative functions. Segment assets are those assets that are used in each segments operations and include only assets directly identified with those operations. Corporate and unallocated assets include principally cash and cash equivalents, prepaid and other assets, deferred income taxes and cash value of life insurance. The accounting policies of the segments are the same as those described in the Summary of Significant Account Policies (see Note 1, Summary of Significant Accounting Policies). The following is a summary of certain financial data for the Companys business segments:
(in thousands) |
|
2011 |
|
2010 |
|
2009 |
| |||
Revenue |
|
|
|
|
|
|
| |||
Construction materials |
|
$ |
512,743 |
|
$ |
499,186 |
|
$ |
559,174 |
|
Heavy/highway construction |
|
337,620 |
|
349,856 |
|
338,885 |
| |||
Traffic safety services and equipment |
|
78,181 |
|
81,102 |
|
83,085 |
| |||
Other revenues |
|
15,220 |
|
12,719 |
|
11,459 |
| |||
Segment totals |
|
943,764 |
|
942,863 |
|
992,603 |
| |||
Inter-segment eliminations |
|
(217,765 |
) |
(205,745 |
) |
(206,828 |
) | |||
Total revenue |
|
$ |
725,999 |
|
$ |
737,118 |
|
$ |
785,775 |
|
Operating profit |
|
|
|
|
|
|
| |||
Construction materials |
|
$ |
36,108 |
|
$ |
43,354 |
|
$ |
31,351 |
|
Heavy/highway construction |
|
6,454 |
|
3,845 |
|
16,496 |
| |||
Traffic safety services and equipment |
|
3,377 |
|
3,670 |
|
3,858 |
| |||
Corporate and unallocated |
|
(14,922 |
) |
(12,574 |
) |
(41,345 |
) | |||
Total operating profit |
|
$ |
31,017 |
|
$ |
38,295 |
|
$ |
10,360 |
|
Product and services revenue |
|
|
|
|
|
|
| |||
Construction materials |
|
|
|
|
|
|
| |||
Aggregates |
|
$ |
192,702 |
|
$ |
178,269 |
|
$ |
203,240 |
|
Hot mix asphalt |
|
196,209 |
|
189,562 |
|
204,842 |
| |||
Ready mixed concrete |
|
63,459 |
|
59,074 |
|
63,824 |
| |||
Precast/prestressed structural concrete |
|
27,353 |
|
40,171 |
|
44,548 |
| |||
Masonry products |
|
17,880 |
|
17,504 |
|
23,986 |
| |||
Construction supply centers |
|
15,140 |
|
14,606 |
|
18,734 |
| |||
Heavy/highway construction |
|
337,620 |
|
349,856 |
|
338,885 |
| |||
Traffic safety services and equipment |
|
78,181 |
|
81,102 |
|
83,085 |
| |||
Other revenues |
|
15,220 |
|
12,719 |
|
11,459 |
| |||
Inter-product sales eliminations |
|
(217,765 |
) |
(205,745 |
) |
(206,828 |
) | |||
Total net revenue |
|
$ |
725,999 |
|
$ |
737,118 |
|
$ |
785,775 |
|
Product and services operating profit |
|
|
|
|
|
|
| |||
Construction materials |
|
|
|
|
|
|
| |||
Aggregates |
|
$ |
19,443 |
|
$ |
20,282 |
|
$ |
22,166 |
|
Hot mix asphalt |
|
18,508 |
|
21,711 |
|
7,995 |
| |||
Ready mixed concrete |
|
2,595 |
|
2,474 |
|
1,819 |
| |||
Precast/prestressed structural concrete |
|
(3,187 |
) |
267 |
|
143 |
| |||
Masonry products |
|
(1,528 |
) |
(992 |
) |
(1,080 |
) | |||
Construction supply centers |
|
277 |
|
(388 |
) |
308 |
| |||
Heavy/highway construction |
|
6,454 |
|
3,845 |
|
16,496 |
| |||
Traffic safety services and equipment |
|
3,377 |
|
3,670 |
|
3,858 |
| |||
Corporate and unallocated |
|
(14,922 |
) |
(12,574 |
) |
(41,345 |
) | |||
Total operating profit |
|
$ |
31,017 |
|
$ |
38,295 |
|
$ |
10,360 |
|
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
16. Business Segments (Continued)
(in thousands) |
|
2011 |
|
2010 |
|
2009 |
| |||
Segment assets |
|
|
|
|
|
|
| |||
Construction materials |
|
$ |
549,554 |
|
$ |
544,927 |
|
$ |
558,219 |
|
Heavy/highway construction |
|
62,271 |
|
59,116 |
|
57,506 |
| |||
Traffic safety services and equipment |
|
74,431 |
|
74,241 |
|
74,426 |
| |||
Corporate and unallocated |
|
81,822 |
|
71,950 |
|
74,360 |
| |||
Total assets |
|
$ |
768,078 |
|
$ |
750,234 |
|
$ |
764,511 |
|
Depreciation, Depletion, and Amortization |
|
|
|
|
|
|
| |||
Construction materials |
|
$ |
28,301 |
|
$ |
26,601 |
|
$ |
25,775 |
|
Heavy/highway construction |
|
8,808 |
|
8,558 |
|
8,810 |
| |||
Traffic safety services and equipment |
|
7,384 |
|
6,542 |
|
5,821 |
| |||
Corporate and unallocated |
|
1,424 |
|
2,041 |
|
1,873 |
| |||
Total depreciation, depletion, and amortization |
|
$ |
45,917 |
|
$ |
43,742 |
|
$ |
42,279 |
|
Capital Expenditures |
|
|
|
|
|
|
| |||
Construction materials |
|
$ |
21,650 |
|
$ |
12,274 |
|
$ |
22,649 |
|
Heavy/highway construction |
|
8,380 |
|
7,719 |
|
8,652 |
| |||
Traffic safety services and equipment |
|
7,557 |
|
4,657 |
|
5,515 |
| |||
Corporate and unallocated |
|
1,765 |
|
474 |
|
588 |
| |||
Total capital expenditures |
|
$ |
39,352 |
|
$ |
25,124 |
|
$ |
37,404 |
|
In 2011, 2010, and 2009, sales to two customers represented more than 10% of net revenues. Sales to these customers were $218.3 million, $257.4 million, and $224.6 million for years ended February 28, 2011, 2010, and 2009 respectively.
17. Condensed Issuer, Guarantor and Non Guarantor Financial Information
On August 18, 2010, New Enterprise Stone & Lime Co., Inc. (the parent Company) issued $250 million aggregate principal amount of its 11.00% Senior Notes due 2018. All existing consolidated subsidiaries of the parent Company are 100% owned and provide a joint and several, full and unconditional guarantee of the securities. These entities include Gateway Trade Center Inc., EII Transport Inc., Protections Services Inc., Work Area Protection Corp., SCI Products Inc., ASTI Transportation Systems, Inc., and Precision Solar Controls Inc. (Guarantor Subsidiaries). There are no significant restrictions on the parent Companys ability to obtain funds from any of the guarantor subsidiaries in the form of a dividend or loan. Additionally, there are no significant restrictions on a guarantor subsidiarys ability to obtain funds from the parent Company or its direct or indirect subsidiaries. Certain other wholly owned subsidiaries and consolidated partially owned partnerships do not guarantee the notes. These entities include Rock Solid Insurance Company, South Woodbury, L.P., NESL, II LLC, Kettle Creek Partners L.P., Kettle Creek Partners GP, LLC (Non Guarantors).
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
17. Condensed Issuer, Guarantor and Non Guarantor Financial Information (Continued)
The following condensed consolidating balance sheets, statements of operations and statements of cash flows are provided for the parent Company, all guarantor subsidiaries, and nonguarantor subsidiaries. The information has been presented as if the parent Company accounted for its ownership of the guarantor subsidiaries using the equity method of accounting.
Condensed Consolidating Balance Sheet at February 28, 2011
(in thousands) |
|
New |
|
Guarantor |
|
Non |
|
Eliminations |
|
Total |
| |||||
Assets |
|
|
|
|
|
|
|
|
|
|
| |||||
Current assets |
|
|
|
|
|
|
|
|
|
|
| |||||
Cash and cash equivalents |
|
$ |
5,058 |
|
$ |
1,472 |
|
$ |
13,499 |
|
$ |
|
|
$ |
20,029 |
|
Restricted cash |
|
1,777 |
|
110 |
|
|
|
|
|
1,887 |
| |||||
Accounts receivable (less allowance for doubtful accounts) |
|
54,334 |
|
13,024 |
|
14 |
|
|
|
67,372 |
| |||||
Inventories |
|
113,182 |
|
16,240 |
|
|
|
|
|
129,422 |
| |||||
Net investment in lease |
|
|
|
|
|
582 |
|
(582 |
) |
|
| |||||
Deferred income taxes |
|
12,798 |
|
985 |
|
|
|
|
|
13,783 |
| |||||
Other current assets |
|
6,969 |
|
442 |
|
2,530 |
|
|
|
9,941 |
| |||||
Total current assets |
|
194,118 |
|
32,273 |
|
16,625 |
|
(582 |
) |
242,434 |
| |||||
Other assets |
|
|
|
|
|
|
|
|
|
|
| |||||
Property, plant and equipment, net |
|
353,118 |
|
29,825 |
|
9,434 |
|
(9,412 |
) |
382,965 |
| |||||
Goodwill |
|
85,002 |
|
5,845 |
|
|
|
|
|
90,847 |
| |||||
Other intangible assets, net of amortization |
|
11,030 |
|
17,054 |
|
|
|
|
|
28,084 |
| |||||
Investment in subsidiaries |
|
84,800 |
|
|
|
|
|
(84,800 |
) |
|
| |||||
Intercompany receivables |
|
|
|
12,002 |
|
|
|
(12,002 |
) |
|
| |||||
Other assets |
|
23,748 |
|
|
|
|
|
|
|
23,748 |
| |||||
Total assets |
|
$ |
751,816 |
|
$ |
96,999 |
|
$ |
26,059 |
|
$ |
(106,796 |
) |
$ |
768,078 |
|
Liabilities and Deficit |
|
|
|
|
|
|
|
|
|
|
| |||||
Current liabilities |
|
|
|
|
|
|
|
|
|
|
| |||||
Current maturities of long-term debt |
|
$ |
20,599 |
|
$ |
|
|
$ |
443 |
|
$ |
(582 |
) |
$ |
20,460 |
|
Accounts payabletrade |
|
13,226 |
|
2,066 |
|
862 |
|
|
|
16,154 |
| |||||
Accrued expenses |
|
41,104 |
|
3,025 |
|
8,017 |
|
|
|
52,146 |
| |||||
Total current liabilities |
|
74,929 |
|
5,091 |
|
9,322 |
|
(582 |
) |
88,760 |
| |||||
Long-term debt and other liabilities |
|
|
|
|
|
|
|
|
|
|
| |||||
Intercompany payables |
|
12,002 |
|
|
|
|
|
(12,002 |
) |
|
| |||||
Long-term debt, less current maturities |
|
470,974 |
|
|
|
9,412 |
|
|
|
480,386 |
| |||||
Obligations under capital leases, less current installments |
|
9,412 |
|
|
|
|
|
(9,412 |
) |
|
| |||||
Deferred income taxes |
|
97,488 |
|
14,433 |
|
|
|
|
|
111,921 |
| |||||
Other |
|
9,840 |
|
|
|
|
|
|
|
9,840 |
| |||||
Total liabilities |
|
674,645 |
|
19,524 |
|
18,734 |
|
(21,996 |
) |
690,907 |
| |||||
Redeemable common stock |
|
130,241 |
|
|
|
|
|
|
|
130,241 |
| |||||
Deficit |
|
|
|
|
|
|
|
|
|
|
| |||||
New Enterprise Stone & Lime Co., Inc. deficit |
|
|
|
|
|
|
|
|
|
|
| |||||
Retained deficit |
|
(53,535 |
) |
77,475 |
|
7,325 |
|
(84,800 |
) |
(53,535 |
) | |||||
Accumulated other comprehensive loss |
|
(1,403 |
) |
|
|
|
|
|
|
(1,403 |
) | |||||
Total New Enterprise Stone & Lime Co., Inc. deficit |
|
(54,938 |
) |
77,475 |
|
7,325 |
|
(84,800 |
) |
(54,938 |
) | |||||
Noncontrolling interest |
|
1,868 |
|
|
|
|
|
|
|
1,868 |
| |||||
Total deficit |
|
(53,070 |
) |
77,475 |
|
7,325 |
|
(84,800 |
) |
(53,070 |
) | |||||
Total liabilities and deficit |
|
$ |
751,816 |
|
$ |
96,999 |
|
$ |
26,059 |
|
$ |
(106,796 |
) |
$ |
768,078 |
|
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
17. Condensed Issuer, Guarantor and Non Guarantor Financial Information (Continued)
Condensed Consolidating Balance Sheet at February 28, 2010
(in thousands) |
|
New Enterprise |
|
Guarantor |
|
Non |
|
Eliminations |
|
Total |
| |||||
Assets |
|
|
|
|
|
|
|
|
|
|
| |||||
Current assets |
|
|
|
|
|
|
|
|
|
|
| |||||
Cash and cash equivalents |
|
$ |
537 |
|
$ |
675 |
|
$ |
9,561 |
|
$ |
|
|
$ |
10,773 |
|
Restricted cash |
|
1,699 |
|
101 |
|
|
|
|
|
1,800 |
| |||||
Accounts receivable (less allowance for doubtful accounts) |
|
48,212 |
|
11,788 |
|
87 |
|
|
|
60,087 |
| |||||
Inventories |
|
110,308 |
|
16,906 |
|
|
|
|
|
127,214 |
| |||||
Net investment in lease |
|
|
|
|
|
555 |
|
(555 |
) |
|
| |||||
Deferred income taxes |
|
10,150 |
|
2,656 |
|
|
|
|
|
12,806 |
| |||||
Other current assets |
|
6,167 |
|
1,209 |
|
2,868 |
|
|
|
10,244 |
| |||||
Total current assets |
|
177,073 |
|
33,335 |
|
13,071 |
|
(555 |
) |
222,924 |
| |||||
Other assets |
|
|
|
|
|
|
|
|
|
|
| |||||
Property, plant and equipment, net |
|
359,547 |
|
29,993 |
|
10,402 |
|
(9,412 |
) |
390,530 |
| |||||
Goodwill |
|
85,002 |
|
5,845 |
|
|
|
|
|
90,847 |
| |||||
Other intangible assets, net of amortization |
|
11,030 |
|
17,694 |
|
|
|
|
|
28,724 |
| |||||
Investment in subsidiaries |
|
85,596 |
|
|
|
|
|
(85,596 |
) |
|
| |||||
Intercompany receivables |
|
|
|
9,039 |
|
|
|
(9,039 |
) |
|
| |||||
Other assets |
|
17,209 |
|
|
|
|
|
|
|
17,209 |
| |||||
Total assets |
|
$ |
735,457 |
|
$ |
95,906 |
|
$ |
23,473 |
|
$ |
(104,602 |
) |
$ |
750,234 |
|
Liabilities and Deficit |
|
|
|
|
|
|
|
|
|
|
| |||||
Current liabilities |
|
|
|
|
|
|
|
|
|
|
| |||||
Current maturities of long-term debt |
|
$ |
20,696 |
|
$ |
|
|
$ |
416 |
|
$ |
(555 |
) |
$ |
20,557 |
|
Accounts payabletrade |
|
10,299 |
|
2,743 |
|
388 |
|
|
|
13,430 |
| |||||
Accrued expenses |
|
34,857 |
|
4,237 |
|
6,544 |
|
|
|
45,638 |
| |||||
Total current liabilities |
|
65,852 |
|
6,980 |
|
7,348 |
|
(555 |
) |
79,625 |
| |||||
Long-term debt and other liabilities |
|
|
|
|
|
|
|
|
|
|
| |||||
Intercompany payables |
|
9,039 |
|
|
|
|
|
(9,039 |
) |
|
| |||||
Long-term debt, less current maturities |
|
454,145 |
|
|
|
10,194 |
|
|
|
464,339 |
| |||||
Obligations under capital leases, less current installments |
|
9,412 |
|
|
|
|
|
(9,412 |
) |
|
| |||||
Deferred income taxes |
|
103,520 |
|
9,261 |
|
|
|
|
|
112,781 |
| |||||
Other |
|
9,043 |
|
|
|
|
|
|
|
9,043 |
| |||||
Total liabilities |
|
651,011 |
|
16,241 |
|
17,542 |
|
(19,006 |
) |
665,788 |
| |||||
Redeemable common stock |
|
183,318 |
|
|
|
|
|
|
|
183,318 |
| |||||
Deficit |
|
|
|
|
|
|
|
|
|
|
| |||||
New Enterprise Stone & Lime Co., Inc. deficit |
|
|
|
|
|
|
|
|
|
|
| |||||
Retained deficit |
|
(99,644 |
) |
79,665 |
|
5,931 |
|
(85,596 |
) |
(99,644 |
) | |||||
Accumulated other comprehensive loss |
|
(1,576 |
) |
|
|
|
|
|
|
(1,576 |
) | |||||
Total New Enterprise Stone & Lime Co., Inc. deficit |
|
(101,220 |
) |
79,665 |
|
5,931 |
|
(85,596 |
) |
(101,220 |
) | |||||
Noncontrolling interest |
|
2,348 |
|
|
|
|
|
|
|
2,348 |
| |||||
Total deficit |
|
(98,872 |
) |
79,665 |
|
5,931 |
|
(85,596 |
) |
(98,872 |
) | |||||
Total liabilities and deficit |
|
$ |
735,457 |
|
$ |
95,906 |
|
$ |
23,473 |
|
$ |
(104,602 |
) |
$ |
750,234 |
|
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
17. Condensed Issuer, Guarantor and Non Guarantor Financial Information (Continued)
Condensed Consolidating Income Statement for the year ending February 28, 2011
(in thousands) |
|
New |
|
Guarantor |
|
Non |
|
Eliminations |
|
Total |
| |||||
Revenue |
|
$ |
648,164 |
|
$ |
82,742 |
|
$ |
6,971 |
|
$ |
(11,878 |
) |
$ |
725,999 |
|
Cost of revenue |
|
527,319 |
|
61,167 |
|
2,417 |
|
(12,292 |
) |
578,611 |
| |||||
Depreciation, depletion, and amortization |
|
38,111 |
|
7,806 |
|
|
|
|
|
45,917 |
| |||||
Pension and profit sharing |
|
8,691 |
|
216 |
|
|
|
|
|
8,907 |
| |||||
Selling, administrative, and general expenses |
|
51,579 |
|
9,628 |
|
340 |
|
|
|
61,547 |
| |||||
Operating costs and expenses |
|
625,700 |
|
78,817 |
|
2,757 |
|
(12,292 |
) |
694,982 |
| |||||
Operating profit |
|
22,464 |
|
3,925 |
|
4,214 |
|
414 |
|
31,017 |
| |||||
Interest income |
|
317 |
|
(15 |
) |
16 |
|
|
|
318 |
| |||||
Interest expense |
|
(41,277 |
) |
|
|
(790 |
) |
481 |
|
(41,586 |
) | |||||
Income (loss) before income taxes |
|
(18,496 |
) |
3,910 |
|
3,440 |
|
895 |
|
(10,251 |
) | |||||
Income tax expense (benefit) |
|
(3,049 |
) |
(1,429 |
) |
|
|
|
|
(4,478 |
) | |||||
Equity in earnings of subsidiaries |
|
8,779 |
|
|
|
|
|
(8,779 |
) |
|
| |||||
Net income (loss) |
|
(6,668 |
) |
5,339 |
|
3,440 |
|
(7,884 |
) |
(5,773 |
) | |||||
Noncontrolling interest in net income |
|
|
|
|
|
|
|
(1,195 |
) |
(1,195 |
) | |||||
Net income (loss) attributable to stockholders |
|
$ |
(6,668 |
) |
$ |
5,339 |
|
$ |
3,440 |
|
$ |
(9,079 |
) |
$ |
(6,968 |
) |
Condensed Consolidating Income Statement for the year ending February 28, 2010
(in thousands) |
|
New |
|
Guarantor |
|
Non |
|
Eliminations |
|
Total |
| |||||
Revenue |
|
$ |
660,589 |
|
$ |
79,324 |
|
$ |
7,477 |
|
$ |
(10,272 |
) |
$ |
737,118 |
|
Cost of revenue |
|
530,330 |
|
56,347 |
|
3,701 |
|
(9,766 |
) |
580,612 |
| |||||
Depreciation, depletion, and amortization |
|
36,876 |
|
6,866 |
|
|
|
|
|
43,742 |
| |||||
Pension and profit sharing |
|
9,493 |
|
197 |
|
|
|
|
|
9,690 |
| |||||
Selling, administrative, and general expenses |
|
53,086 |
|
11,287 |
|
406 |
|
|
|
64,779 |
| |||||
Operating costs and expenses |
|
629,785 |
|
74,697 |
|
4,107 |
|
(9,766 |
) |
698,823 |
| |||||
Operating profit |
|
30,804 |
|
4,627 |
|
3,370 |
|
(506 |
) |
38,295 |
| |||||
Interest income |
|
487 |
|
101 |
|
5 |
|
|
|
593 |
| |||||
Interest expense |
|
(29,332 |
) |
(6 |
) |
(704 |
) |
506 |
|
(29,536 |
) | |||||
Income before income taxes |
|
1,959 |
|
4,722 |
|
2,671 |
|
|
|
9,352 |
| |||||
Income tax expense (benefit) |
|
(5,103 |
) |
(935 |
) |
(436 |
) |
6,866 |
|
392 |
| |||||
Equity in earnings of subsidiaries |
|
8,764 |
|
|
|
|
|
(8,764 |
) |
|
| |||||
Net income |
|
15,826 |
|
5,657 |
|
3,107 |
|
(15,630 |
) |
8,960 |
| |||||
Noncontrolling interest in net income |
|
|
|
|
|
|
|
(1,165 |
) |
(1,165 |
) | |||||
Net income attributable to stockholders |
|
$ |
15,826 |
|
$ |
5,657 |
|
$ |
3,107 |
|
$ |
(16,795 |
) |
$ |
7,795 |
|
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
17. Condensed Issuer, Guarantor and Non Guarantor Financial Information (Continued)
Condensed Consolidating Income Statement for the year ending February 28, 2009
(in thousands) |
|
New |
|
Guarantor |
|
Non |
|
Eliminations |
|
Total |
| |||||
Revenue |
|
$ |
706,027 |
|
$ |
83,023 |
|
$ |
6,617 |
|
$ |
(9,892 |
) |
$ |
785,775 |
|
Cost of revenue |
|
569,235 |
|
58,590 |
|
3,238 |
|
(10,918 |
) |
620,145 |
| |||||
Depreciation, depletion, and amortization |
|
35,808 |
|
6,471 |
|
|
|
|
|
42,279 |
| |||||
Intangible asset impairment |
|
44,873 |
|
|
|
|
|
|
|
44,873 |
| |||||
Pension and profit sharing |
|
8,547 |
|
348 |
|
|
|
|
|
8,895 |
| |||||
Selling, administrative, and general expenses |
|
46,349 |
|
12,646 |
|
228 |
|
|
|
59,223 |
| |||||
Operating costs and expenses |
|
704,812 |
|
78,055 |
|
3,466 |
|
(10,918 |
) |
775,415 |
| |||||
Operating profit |
|
1,215 |
|
4,968 |
|
3,151 |
|
1,026 |
|
10,360 |
| |||||
Interest income |
|
645 |
|
22 |
|
|
|
|
|
667 |
| |||||
Interest expense |
|
(40,185 |
) |
|
|
(680 |
) |
680 |
|
(40,185 |
) | |||||
Income (loss) before income taxes |
|
(38,325 |
) |
4,990 |
|
2,471 |
|
1,706 |
|
(29,158 |
) | |||||
Income tax expense (benefit) |
|
10,951 |
|
4,511 |
|
436 |
|
(14,838 |
) |
1,060 |
| |||||
Equity in earnings of subsidiaries |
|
2,514 |
|
|
|
|
|
(2,514 |
) |
|
| |||||
Net income (loss) |
|
(46,762 |
) |
479 |
|
2,035 |
|
14,030 |
|
(30,218 |
) | |||||
Noncontrolling interest in net income |
|
|
|
|
|
|
|
(1,214 |
) |
(1,214 |
) | |||||
Net income (loss) attributable to stockholders |
|
$ |
(46,762 |
) |
$ |
479 |
|
$ |
2,035 |
|
$ |
12,816 |
|
$ |
(31,432 |
) |
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
17. Condensed Issuer, Guarantor and Non Guarantor Financial Information (Continued)
Condensed Consolidating Cash Flow for the year ending February 28, 2011
(in thousands) |
|
New |
|
Guarantor |
|
Non |
|
Eliminations |
|
Total |
| |||||
Cash flows from operating activities |
|
$ |
34,057 |
|
$ |
7,111 |
|
$ |
6,335 |
|
$ |
|
|
$ |
47,503 |
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
| |||||
Capital expenditures |
|
(24,399 |
) |
(7,378 |
) |
|
|
|
|
(31,777 |
) | |||||
Proceeds from sale of property, plant and equipment |
|
1,167 |
|
1,073 |
|
|
|
|
|
2,240 |
| |||||
Change in cash value of life insurance |
|
(962 |
) |
|
|
|
|
|
|
(962 |
) | |||||
Other investing activities |
|
(1,041 |
) |
(9 |
) |
|
|
|
|
(1,050 |
) | |||||
Net cash used in investing activities |
|
(25,235 |
) |
(6,314 |
) |
|
|
|
|
(31,549 |
) | |||||
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
| |||||
Proceeds from revolving credit |
|
100,164 |
|
|
|
|
|
|
|
100,164 |
| |||||
Repayment of revolving credit |
|
(121,065 |
) |
|
|
|
|
|
|
(121,065 |
) | |||||
Repayment of long-term debt |
|
(218,424 |
) |
|
|
(756 |
) |
|
|
(219,180 |
) | |||||
Payments on capital leases |
|
(5,009 |
) |
|
|
|
|
|
|
(5,009 |
) | |||||
Proceeds from issuance of long-term debt |
|
250,000 |
|
|
|
|
|
|
|
250,000 |
| |||||
Debt issuance costs |
|
(9,967 |
) |
|
|
|
|
|
|
(9,967 |
) | |||||
Distribution to noncontrolling interest |
|
|
|
|
|
(1,641 |
) |
|
|
(1,641 |
) | |||||
Net cash used in financing activities |
|
(4,301 |
) |
|
|
(2,397 |
) |
|
|
(6,698 |
) | |||||
Net increase in cash and cash equivalents |
|
4,521 |
|
797 |
|
3,938 |
|
|
|
9,256 |
| |||||
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
| |||||
Beginning of year |
|
537 |
|
675 |
|
9,561 |
|
|
|
10,773 |
| |||||
End of year |
|
$ |
5,058 |
|
$ |
1,472 |
|
$ |
13,499 |
|
$ |
|
|
$ |
20,029 |
|
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
17. Condensed Issuer, Guarantor and Non Guarantor Financial Information (Continued)
Condensed Consolidating Cash Flow for the year ending February 28, 2010
(in thousands) |
|
New |
|
Guarantor |
|
Non |
|
Eliminations |
|
Total |
| |||||
Cash flows from operating activities |
|
$ |
48,415 |
|
$ |
3,365 |
|
$ |
6,298 |
|
$ |
|
|
$ |
58,078 |
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
| |||||
Capital expenditures |
|
(19,565 |
) |
(4,766 |
) |
|
|
|
|
(24,331 |
) | |||||
Proceeds from sale of property, plant and equipment |
|
812 |
|
521 |
|
|
|
|
|
1,333 |
| |||||
Change in cash value of life insurance |
|
(1,308 |
) |
|
|
|
|
|
|
(1,308 |
) | |||||
Other investing activities |
|
(93 |
) |
|
|
25 |
|
|
|
(68 |
) | |||||
Net cash (used in) provided by investing activities |
|
(20,154 |
) |
(4,245 |
) |
25 |
|
|
|
(24,374 |
) | |||||
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
| |||||
Proceeds from revolving credit |
|
101,500 |
|
|
|
|
|
|
|
101,500 |
| |||||
Repayment of revolving credit |
|
(90,415 |
) |
|
|
|
|
|
|
(90,415 |
) | |||||
Repayment of long-term debt |
|
(51,875 |
) |
|
|
(413 |
) |
|
|
(52,288 |
) | |||||
Payments on capital leases |
|
(4,907 |
) |
|
|
|
|
|
|
(4,907 |
) | |||||
Proceeds from issuance of long-term debt |
|
9,107 |
|
|
|
|
|
|
|
9,107 |
| |||||
Debt issuance costs |
|
(1,246 |
) |
|
|
|
|
|
|
(1,246 |
) | |||||
Distribution to noncontrolling interest |
|
|
|
|
|
(1,189 |
) |
|
|
(1,189 |
) | |||||
Net cash used in financing activities |
|
(37,836 |
) |
|
|
(1,602 |
) |
|
|
(39,438 |
) | |||||
Net increase (decrease) in cash and cash equivalents |
|
(9,575 |
) |
(880 |
) |
4,721 |
|
|
|
(5,734 |
) | |||||
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
| |||||
Beginning of year |
|
10,112 |
|
1,555 |
|
4,840 |
|
|
|
16,507 |
| |||||
End of year |
|
$ |
537 |
|
$ |
675 |
|
$ |
9,561 |
|
$ |
|
|
$ |
10,773 |
|
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
17. Condensed Issuer, Guarantor and Non Guarantor Financial Information (Continued)
Condensed Consolidating Cash Flow for the year ending February 28, 2009
(in thousands) |
|
New |
|
Guarantor |
|
Non |
|
Eliminations |
|
Total |
| |||||
Cash flows from operating activities |
|
$ |
11,240 |
|
$ |
7,320 |
|
$ |
5,368 |
|
$ |
|
|
$ |
23,928 |
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
| |||||
Capital expenditures |
|
(22,649 |
) |
(5,614 |
) |
|
|
|
|
(28,263 |
) | |||||
Proceeds from sale of property, plant and equipment |
|
1,206 |
|
1,221 |
|
|
|
|
|
2,427 |
| |||||
Change in cash value of life insurance |
|
474 |
|
|
|
|
|
|
|
474 |
| |||||
Other investing activities |
|
(682 |
) |
(101 |
) |
|
|
|
|
(783 |
) | |||||
Net cash used in investing activities |
|
(21,651 |
) |
(4,494 |
) |
|
|
|
|
(26,145 |
) | |||||
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
| |||||
Proceeds from revolving credit |
|
89,500 |
|
|
|
|
|
|
|
89,500 |
| |||||
Repayment of revolving credit |
|
(57,000 |
) |
|
|
|
|
|
|
(57,000 |
) | |||||
Repayment of long-term debt |
|
(13,942 |
) |
|
|
27 |
|
|
|
(13,915 |
) | |||||
Payments on capital leases |
|
(4,653 |
) |
|
|
(352 |
) |
|
|
(5,005 |
) | |||||
Proceeds from issuance of long-term debt |
|
|
|
|
|
|
|
|
|
|
| |||||
Debt issuance costs |
|
|
|
|
|
|
|
|
|
|
| |||||
Distribution to noncontrolling interest |
|
|
|
|
|
(639 |
) |
|
|
(639 |
) | |||||
Stockholder tax distributions |
|
(602 |
) |
|
|
|
|
|
|
(602 |
) | |||||
Net cash provided by (used in) financing activities |
|
13,303 |
|
|
|
(964 |
) |
|
|
12,339 |
| |||||
Net increase in cash and cash equivalents |
|
2,892 |
|
2,826 |
|
4,404 |
|
|
|
10,122 |
| |||||
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
| |||||
Beginning of year |
|
4,778 |
|
1,171 |
|
436 |
|
|
|
6,385 |
| |||||
End of year |
|
$ |
7,670 |
|
3,997 |
|
$ |
4,840 |
|
$ |
|
|
$ |
16,507 |
| |
18. Unaudited Quarterly Financial Data
The following is a summary of selected quarterly financial information (unaudited) for each of the two year periods ending February 28:
|
|
2011 |
| ||||||||||
|
|
Quarters Ended |
| ||||||||||
(in thousands) |
|
May 31 |
|
Aug 31 |
|
Nov 30* |
|
Feb 28* |
| ||||
Revenue |
|
$ |
166,222 |
|
$ |
263,943 |
|
$ |
233,151 |
|
$ |
62,683 |
|
Operating profit |
|
(659 |
) |
42,295 |
|
26,086 |
|
(36,705 |
) | ||||
Net income (loss) |
|
(5,373 |
) |
26,738 |
|
(11,632 |
) |
(15,506 |
) | ||||
Net income (loss) attributable to stockholders |
|
(5,672 |
) |
26,440 |
|
(11,931 |
) |
(15,805 |
) | ||||
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
18. Unaudited Quarterly Financial Data (Continued)
|
|
2010 |
| ||||||||||
|
|
Quarters Ended |
| ||||||||||
(in thousands) |
|
May 31 |
|
Aug 31 |
|
Nov 30 |
|
Feb 28 |
| ||||
Revenue |
|
$ |
162,865 |
|
$ |
276,742 |
|
$ |
230,323 |
|
$ |
67,188 |
|
Operating profit |
|
3,098 |
|
47,383 |
|
30,487 |
|
(42,673 |
) | ||||
Net income (loss) |
|
(3,758 |
) |
31,954 |
|
18,473 |
|
(37,709 |
) | ||||
Net income (loss) attributable to stockholders |
|
(4,027 |
) |
31,656 |
|
17,966 |
|
(37,800 |
) | ||||
* The primary difference in the net loss reported during the quarter ended February 28, 2011 compared to the quarter ended February 28, 2010 is primarily related to differences in the effective tax rate of the Company for each of the fiscal years and the associated impact on the quarterly results of the applicable effective tax rate in effect.
19. Subsequent Events
On May 18, 2011, the Company entered into the ninth amendment to its second amended and restated credit agreement. The modifications under these amendments related to certain covenant levels in future periods. This amendment also imposes a $25.0 million annual limit on capital expenditures.
The Companys management has evaluated all activity of the Company through May 31, 2011 and concluded that subsequent events are properly reflected in the Companys consolidated financial statements and notes as required by standards for accounting disclosure of subsequent events.
20. Other
The Company originally issued its financial statements as a private company on May 31, 2011. Subsequently, in conjunction with the preparation of the Companys financial statements in compliance with public company reporting requirements (see Note 1), the Company reissued its financial statements on August 29, 2011.
On July 18, 2011 the Company entered into the tenth amendment to its second amended and restated credit agreement. The amendment increased the amount of allowable unsecured borrowings from $8.0 million to $20.0 million.
On August 22, 2011, the stockholders of the Company amended the stock restriction agreement which, among other things, required the Company to purchase, at any time, all or some of a stockholders common stock at the option of the individual stockholders. The amendment eliminated the stockholders right to require the Company to purchase the common stock on a prospective basis.
On August 26, 2011, the Company entered into the eleventh amendment to its second amended and restated credit agreement. The eleventh amendment allows for additional secured borrowings under a new secured credit facility of up to $20.0 million, increased the leverage covenant from 5.60 to 1.00 to 5.90 to 1.00 through maturity, increased the amount of annual capital expenditures from $25.0 million to $30.0 million and increased the aggregate principal amount of outstanding revolving credit borrowings allowable during the clean down period from $75.0 million to $85.0 million. On the same date, the Company entered into a new $20.0 million credit facility which matures on March 1, 2012, and bears an interest rate of LIBOR plus a 5.0% margin. Additionally, in conjunction with the $20.0 million borrowing, certain properties not previously encumbered were used as collateral.
The Companys management has evaluated all activity of the Company through August 29, 2011 and concluded that subsequent events are properly reflected in the Companys consolidated financial statements and notes as required by standards for accounting disclosure of subsequent events.
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Condensed Consolidated Financial Statements (unaudited)
as of and for the periods ended November 30, 2011 and 2010
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (unaudited)
In thousands, except share and per share data |
|
November 30, |
|
February 28, |
| ||
Assets |
|
|
|
|
| ||
Current assets |
|
|
|
|
| ||
Cash and cash equivalents |
|
$ |
6,193 |
|
$ |
20,029 |
|
Restricted cash |
|
10,379 |
|
1,887 |
| ||
Accounts receivable (less allowance for doubtful accounts of $3,921 in November 2011 and $2,430 in February 2011) |
|
155,589 |
|
67,372 |
| ||
Inventories |
|
140,436 |
|
129,422 |
| ||
Deferred income taxes |
|
13,727 |
|
13,783 |
| ||
Other current assets |
|
8,260 |
|
9,941 |
| ||
Total current assets |
|
334,584 |
|
242,434 |
| ||
Other assets |
|
|
|
|
| ||
Property, plant and equipment, net |
|
374,486 |
|
382,965 |
| ||
Goodwill |
|
90,847 |
|
90,847 |
| ||
Other intangible assets |
|
27,604 |
|
28,084 |
| ||
Other assets |
|
24,447 |
|
23,748 |
| ||
Total assets |
|
$ |
851,968 |
|
$ |
768,078 |
|
Liabilities and Equity |
|
|
|
|
| ||
Current liabilities |
|
|
|
|
| ||
Current maturities of long-term debt |
|
$ |
19,546 |
|
$ |
20,460 |
|
Accounts payabletrade |
|
32,018 |
|
16,154 |
| ||
Accrued liabilities |
|
43,998 |
|
52,146 |
| ||
Total current liabilities |
|
95,562 |
|
88,760 |
| ||
Long-term debt and other liabilities |
|
|
|
|
| ||
Long-term debt, less current maturities |
|
534,543 |
|
480,386 |
| ||
Deferred income taxes |
|
121,599 |
|
111,921 |
| ||
Other |
|
11,256 |
|
9,840 |
| ||
Total liabilities |
|
762,960 |
|
690,907 |
| ||
Commitments and contingencies (Note 7) |
|
|
|
|
| ||
Redeemable common stock |
|
|
|
130,241 |
| ||
Equity (Deficit) |
|
|
|
|
| ||
Common stock, Class A, voting, $1 par value. Authorized 30,000 shares; issued and outstanding 20,500 shares |
|
21 |
|
|
| ||
Common stock, Class B, nonvoting, $1 par value. Authorized 750,000 shares; issued and outstanding 250,925 shares |
|
251 |
|
|
| ||
Retained deficit |
|
(38,196 |
) |
(53,535 |
) | ||
Additional paid in capital |
|
126,964 |
|
|
| ||
Accumulated other comprehensive loss |
|
(1,323 |
) |
(1,403 |
) | ||
Total New Enterprise Stone & Lime Co., Inc. equity (deficit) |
|
87,717 |
|
(54,938 |
) | ||
Noncontrolling interest |
|
1,291 |
|
1,868 |
| ||
Total equity (deficit) |
|
89,008 |
|
(53,070 |
) | ||
Total liabilities and equity (deficit) |
|
$ |
851,968 |
|
$ |
768,078 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Condensed Consolidated Statements of Operations (unaudited)
Three and Nine Months Ended November 30, 2011, and November 30, 2010
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
(in thousands) |
|
2011 |
|
2010 |
|
2011 |
|
2010 |
| ||||
Revenue |
|
|
|
|
|
|
|
|
| ||||
Construction materials |
|
$ |
108,196 |
|
$ |
109,988 |
|
$ |
315,134 |
|
$ |
306,804 |
|
Heavy/highway construction |
|
86,780 |
|
102,759 |
|
251,088 |
|
291,015 |
| ||||
Traffic safety services and equipment |
|
18,624 |
|
16,736 |
|
59,262 |
|
56,986 |
| ||||
Other revenues |
|
1,666 |
|
3,668 |
|
6,910 |
|
8,511 |
| ||||
Total revenue |
|
215,266 |
|
233,151 |
|
632,394 |
|
663,316 |
| ||||
Cost of revenue (exclusive of items shown separately below) |
|
|
|
|
|
|
|
|
| ||||
Construction materials |
|
71,718 |
|
69,270 |
|
200,924 |
|
196,645 |
| ||||
Heavy/highway construction |
|
77,354 |
|
95,140 |
|
235,546 |
|
267,107 |
| ||||
Traffic safety services and equipment |
|
13,123 |
|
11,820 |
|
43,434 |
|
41,025 |
| ||||
Other expenses |
|
980 |
|
2,403 |
|
5,313 |
|
5,384 |
| ||||
Total cost of revenue |
|
163,175 |
|
178,633 |
|
485,217 |
|
510,161 |
| ||||
Depreciation, depletion and amortization |
|
12,156 |
|
11,954 |
|
35,789 |
|
34,651 |
| ||||
Pension and profit sharing |
|
2,385 |
|
2,896 |
|
6,387 |
|
7,228 |
| ||||
Selling, administrative and general expenses |
|
15,231 |
|
13,582 |
|
46,485 |
|
43,554 |
| ||||
Operating income |
|
22,319 |
|
26,086 |
|
58,516 |
|
67,722 |
| ||||
Interest expense, net |
|
(11,337 |
) |
(11,363 |
) |
(34,915 |
) |
(29,216 |
) | ||||
Income before income taxes |
|
10,982 |
|
14,723 |
|
23,601 |
|
38,506 |
| ||||
Income tax expense |
|
5,302 |
|
26,355 |
|
10,749 |
|
28,773 |
| ||||
Net income |
|
5,680 |
|
(11,632 |
) |
12,852 |
|
9,733 |
| ||||
Noncontrolling interest in net (income) loss |
|
81 |
|
(299 |
) |
(518 |
) |
(896 |
) | ||||
Net income attributable to New Enterprise Stone & Lime Co., Inc. |
|
$ |
5,761 |
|
$ |
(11,931 |
) |
$ |
12,334 |
|
$ |
8,837 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited)
Nine Months Ended November 30, 2011, and November 30, 2010
|
|
Nine Months Ended |
| ||||
(in thousands) |
|
2011 |
|
2010 |
| ||
Reconciliation of net income to net cash provided by (used in) operating activities |
|
|
|
|
| ||
Net income |
|
$ |
12,852 |
|
$ |
9,733 |
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities |
|
|
|
|
| ||
Depreciation and cost depletion |
|
35,309 |
|
34,171 |
| ||
Gain on disposal of property, plant and equipment |
|
(1,232 |
) |
(236 |
) | ||
Amortization of other assets and liabilities |
|
5,289 |
|
1,571 |
| ||
Noncash interest expense |
|
3,255 |
|
5,580 |
| ||
Deferred income taxes |
|
9,734 |
|
28,340 |
| ||
Allowance for doubtful accounts |
|
(1,491 |
) |
96 |
| ||
Changes in current assets and liabilities |
|
|
|
|
| ||
Accounts receivable |
|
(86,726 |
) |
(100,935 |
) | ||
Inventories |
|
(11,014 |
) |
(6,838 |
) | ||
Other current assets |
|
(843 |
) |
1,397 |
| ||
Accounts payable |
|
15,864 |
|
31,629 |
| ||
Other accruals |
|
(6,655 |
) |
4,071 |
| ||
Net cash provided by (used in) operating activities |
|
(25,658 |
) |
8,579 |
| ||
Cash flows from investing activities |
|
|
|
|
| ||
Capital expenditures |
|
(26,677 |
) |
(23,793 |
) | ||
Capitalized software |
|
(5,978 |
) |
(2,919 |
) | ||
Proceeds from sale of property, plant and equipment |
|
2,603 |
|
741 |
| ||
Change in cash value of life insurance |
|
2,968 |
|
(557 |
) | ||
Other investing activities |
|
(8,492 |
) |
(585 |
) | ||
Net cash used in investing activities |
|
(35,576 |
) |
(27,113 |
) | ||
Cash flows from financing activities |
|
|
|
|
| ||
Proceeds from revolving credit |
|
108,717 |
|
92,049 |
| ||
Repayment of revolving credit |
|
(42,500 |
) |
(87,565 |
) | ||
Repayment of long-term debt |
|
(24,484 |
) |
(219,295 |
) | ||
Payments on capital leases |
|
(3,975 |
) |
(4,294 |
) | ||
Proceeds from issuance of long-term debt |
|
12,398 |
|
258,880 |
| ||
Debt issuance costs |
|
(1,663 |
) |
(9,960 |
) | ||
Distribution to noncontrolling interest |
|
(1,095 |
) |
(1,641 |
) | ||
Net cash provided by financing activities |
|
47,398 |
|
28,174 |
| ||
Net increase (decrease) in cash and cash equivalents |
|
(13,836 |
) |
9,640 |
| ||
Cash and cash equivalents |
|
|
|
|
| ||
Beginning of period |
|
20,029 |
|
10,773 |
| ||
End of period |
|
$ |
6,193 |
|
$ |
20,413 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Consolidated Statement of Changes in Equity (Deficit) and Comprehensive Income (Loss)
(unaudited)
(in thousands) |
|
Common |
|
Common |
|
Accumulated |
|
Additional |
|
Retained |
|
Noncontrolling |
|
Total |
| |||||||
Balance, February 28, 2009 |
|
$ |
|
|
$ |
|
|
$ |
(2,218 |
) |
$ |
|
|
$ |
(67,532 |
) |
$ |
1,946 |
|
$ |
(67,804 |
) |
Net income |
|
|
|
|
|
|
|
|
|
7,795 |
|
1,165 |
|
8,960 |
| |||||||
Pension adjustment net of tax of $451 |
|
|
|
|
|
642 |
|
|
|
|
|
|
|
642 |
| |||||||
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
9,602 |
| |||||||
Change in Redeemable Common Stock |
|
|
|
|
|
|
|
|
|
(39,907 |
) |
|
|
(39,907 |
) | |||||||
Purchase of subsidiary interest |
|
|
|
|
|
|
|
|
|
|
|
426 |
|
426 |
| |||||||
Distribution to noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
|
(1,189 |
) |
(1,189 |
) | |||||||
Balance, February 28, 2010 |
|
|
|
|
|
(1,576 |
) |
|
|
(99,644 |
) |
2,348 |
|
(98,872 |
) | |||||||
Net (loss) |
|
|
|
|
|
|
|
|
|
(6,968 |
) |
1,195 |
|
(5,773 |
) | |||||||
Pension adjustment net of tax of $122 |
|
|
|
|
|
173 |
|
|
|
|
|
|
|
173 |
| |||||||
Comprehensive (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,600 |
) | |||||||
Change in Redeemable Common Stock |
|
|
|
|
|
|
|
|
|
53,077 |
|
|
|
53,077 |
| |||||||
Purchase of subsidiary interest |
|
|
|
|
|
|
|
|
|
|
|
(34 |
) |
(34 |
) | |||||||
Distribution to noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
|
(1,641 |
) |
(1,641 |
) | |||||||
Balance, February 28, 2011 |
|
|
|
|
|
(1,403 |
) |
|
|
(53,535 |
) |
1,868 |
|
(53,070 |
) | |||||||
Net income |
|
|
|
|
|
|
|
|
|
12,334 |
|
518 |
|
12,852 |
| |||||||
Pension adjustment net of tax of $53 |
|
|
|
|
|
80 |
|
|
|
|
|
|
|
80 |
| |||||||
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
12,932 |
| |||||||
Change in Redeemable Common Stock |
|
|
|
|
|
|
|
|
|
3,005 |
|
|
|
3,005 |
| |||||||
Elimination of put right(1) |
|
21 |
|
251 |
|
|
|
126,964 |
|
|
|
|
|
127,236 |
| |||||||
Distribution to noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
|
(1,095 |
) |
(1,095 |
) | |||||||
Balance, November 30, 2011 |
|
$ |
21 |
|
$ |
251 |
|
$ |
(1,323 |
) |
$ |
126,964 |
|
$ |
(38,196 |
) |
$ |
1,291 |
|
$ |
89,008 |
|
(1) Refer to footnote 8 Put Rights for further information
The accompanying notes are an integral part of these condensed consolidated financial statements.
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
1. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements and notes included in this report have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). In the opinion of New Enterprise Stone & Lime Co., Inc. (the Company) all adjustments (all of which are of a normal recurring nature) that are necessary for a fair presentation are reflected in the condensed consolidated financial statements. The condensed consolidated financial statements do not include all of the information or disclosures required for a complete presentation in accordance with GAAP. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in the Companys financial statements for the fiscal year ended February 28, 2011 as included in our initial registration statement on Form S-4 filed with the Securities and Exchange Commission (SEC) on August 29, 2011 (the Registration Statement). The results of operations for the three and nine month periods ended November 30, 2011 and 2010 are not necessarily indicative of the operating results for the full fiscal year.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary companies and entities where the Company has a controlling equity interest. Intercompany balances and transactions have been eliminated in consolidation.
Cash and Cash Equivalents and Restricted Cash
The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Certain U.S. cash balances exceed Federal Deposit Insurance Corporation limits. Cash balances were restricted in certain consolidated subsidiaries for bond sinking fund and insurance requirements as well as collateral on outstanding letters of credit or rentals.
Trade Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and past due accounts are subject to service charges. The Companys total accounts receivable consisted of the following:
(In thousands) |
|
November 30, |
|
February 28, |
| ||
Costs and estimated earnings in excess of billings |
|
$ |
30,821 |
|
$ |
11,138 |
|
Trade |
|
123,553 |
|
50,726 |
| ||
Retainages |
|
5,136 |
|
7,938 |
| ||
|
|
159,510 |
|
69,802 |
| ||
Allowance for doubtful accounts |
|
(3,921 |
) |
(2,430 |
) | ||
Accounts receivable, net |
|
$ |
155,589 |
|
$ |
67,372 |
|
Costs and estimated earnings in excess of billings relate to uncompleted contracts and amounts not processed by governmental agencies. State and local agencies often require several approvals to process billings or payments and this may cause a lag in payment times.
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
Concentrations of Credit Risk
The Companys financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and temporary investments with high-quality financial institutions. At times, such balances and investments may be in excess of federally insured limits, however the Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. The Company conducts business with various governmental entities within the Commonwealth of Pennsylvania. These entities include the Pennsylvania Department of Transportation, the Pennsylvania Turnpike Commission and various townships, municipalities, school districts and universities within Pennsylvania. The Company has not experienced any material losses with these governmental agencies and does not believe it is exposed to any significant credit risk on the outstanding accounts receivable.
Inventories
Inventories are stated at the lower of cost or market. Cost is determined using either first-in, first-out (FIFO) or weighted average method based on the applicable category of inventories.
The Companys total inventory consists of the following:
(In thousands) |
|
November 30, |
|
February 28, |
| ||
Crushed stone, agricultural lime and sand |
|
$ |
92,820 |
|
$ |
82,852 |
|
Raw materials |
|
8,719 |
|
7,823 |
| ||
Parts, tires and supplies |
|
11,635 |
|
11,472 |
| ||
Concrete blocks |
|
4,432 |
|
4,977 |
| ||
Building materials |
|
3,982 |
|
4,244 |
| ||
Safety equipment |
|
16,711 |
|
16,241 |
| ||
Other |
|
2,137 |
|
1,813 |
| ||
Total |
|
$ |
140,436 |
|
$ |
129,422 |
|
Rental Equipment
Rental equipment, primarily related to the Companys safety products business, is recorded at cost and depreciated over the estimated useful lives of the equipment using the straight-line method. The range of estimated useful lives for rental equipment is two to three years.
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
Property, Plant and Equipment
Property, plant and equipment are carried at cost. Assets under capital leases are stated at the lesser of the present value of minimum lease payments or the fair value of the leased item. Provision for depreciation is generally computed over estimated service lives by the straight-line method.
The Companys property, plant & equipment consists of the following:
(In thousands) |
|
November 30, |
|
February 28, |
| ||
Limestone and sand acreage |
|
$ |
136,973 |
|
$ |
135,888 |
|
Land, buildings and building improvements |
|
96,460 |
|
95,362 |
| ||
Crushing, prestressing and manufacturing plants |
|
309,529 |
|
300,204 |
| ||
Contracting equipment, vehicles and other |
|
278,478 |
|
265,380 |
| ||
Construction in progress |
|
5,018 |
|
6,282 |
| ||
Property, plant and equipment |
|
826,458 |
|
803,116 |
| ||
Less: Accumulated depreciation and depletion |
|
(451,972 |
) |
(420,151 |
) | ||
Property, plant and equipment, net |
|
$ |
374,486 |
|
$ |
382,965 |
|
Repairs and maintenance are charged to operations as incurred. Renewals or betterments, which materially add to the useful lives of property and equipment, are capitalized.
Depreciation expense was $10.7 million and $11.3 million for three months ended November 30, 2011 and 2010, respectively. Depreciation expense was $33.3 million and $32.8 million for the nine months ended November 30, 2011 and 2010, respectively. Included in the contracting equipment, vehicles and other asset category above are capital leases with a cost basis of $25.6 million and $22.5 million as of November 30, 2011 and February 28, 2011, respectively.
Other Assets
The Companys long term other assets consist of the following:
(In thousands) |
|
November 30, |
|
February 28, |
| ||
Deferred financing fees (less current portion of $4,623 in November 2011 and $3,944 in February 2011) |
|
$ |
10,051 |
|
$ |
12,311 |
|
Cash value of life insurance (net of loans of $3,000 in November 2011 and $0 in February 2011) |
|
863 |
|
3,831 |
| ||
Capitalized software |
|
9,295 |
|
3,317 |
| ||
Deferred stripping costs |
|
2,512 |
|
2,316 |
| ||
Other |
|
1,726 |
|
1,973 |
| ||
Total |
|
$ |
24,447 |
|
$ |
23,748 |
|
Use of Estimates
The preparation of the condensed consolidated financial statements requires management to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities,
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the carrying amount of property, plant and equipment; valuation of receivables, inventories and goodwill; recognition of revenue and loss contract reserves under the percentage-of-completion method; assets and obligations related to employee benefit plans; asset retirement obligations; and self-insurance reserves. Actual results could differ from those estimates.
Other Comprehensive Loss
The Company presents current period comprehensive loss as a component of accumulated other comprehensive loss on the condensed consolidated balance sheet. The components of accumulated other comprehensive loss included unamortized pension costs of $1.3 million and $1.4 million as of November 30, 2011 and February 28, 2011, respectively.
Reclassifications
Certain items previously reported in prior year financial statement captions have been conformed to agree with current year presentation.
Recently Issued Accounting Standards
In June 2011, the Financial Accounting Standards Board (FASB) issued ASU 2011-05 Presentation of Comprehensive Income which allows an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This update also eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders equity. The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The new rules will become effective during interim and annual periods beginning after December 15, 2011.The Company does not expect the adoption of this standard to have a material impact on the consolidated financial statements.
In September 2011, the FASB issued ASU 2011-08 IntangiblesGoodwill and Other (Topic 350): Testing Goodwill for Impairment which amends the goodwill impairment testing guidance in ASC 350-20, Goodwill. Under the amended standard, an entity has the option to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under these amendments, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments include a number of events and circumstances for an entity to consider in conducting the qualitative assessment. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. The Company is still considering the impact of this standard on the consolidated financial statements; however the Company does not expect this standard to have a material impact on the consolidated financial statements.
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
In September 2011, the FASB issued ASU No. 2011-09, Disclosures About an Employers Participation in a Multiemployer Plan which increases the quantitative and qualitative disclosures an employer is required to provide about its participation in significant multiemployer plans that offer pension and other postretirement benefits. The ASUs objective is to enhance the transparency of disclosures regarding the significant multiemployer plans in which an employer participates, the level of the employers participation in those plans, the financial health of the plans and the nature of the employers commitments to the plans. This ASU is effective for annual periods ending after December 15, 2011. The Company will adopt this standard as of and for our annual period ending February 29, 2012.
2. Risks and Uncertainties
Our business is heavily impacted by several factors which are outside the control of management, including the overall health of the economy, the level of commercial and residential construction, the level of federal, state and local publicly funded construction projects and seasonal variations generally attributable to weather conditions. These factors impact the amount and timing of our revenues.
Our second amended and restated credit agreement (the Credit Agreement) contains certain financial covenants that include limitations on annual capital expenditures, available credit, maximum leverage ratio and a minimum fixed charge coverage ratio, among others, as defined in the associated agreement (the Financial Covenants). If an event of default should occur, the lenders may, among other things, accelerate the maturity of the outstanding amounts as well as discontinue lending under the revolving line of credit.
While we have confidence in our ability to meet our operating plan in the future, in the past we have failed to meet certain operating performance measures as well as the Financial Covenant requirements set forth in our Credit Agreement, which resulted in the need to obtain several waivers and amendments to the Credit Agreement. In each of February 28, 2009 and 2010, we did not comply with certain Financial Covenants and obtained an associated waiver. In May 2010, we did not comply with certain Financial Covenants and obtained a waiver and an increase in the total available borrowings under the Credit Agreement. At February 28, 2011, we were in compliance with all of our Financial Covenants. On May 18, 2011, we entered into the ninth amendment to the Credit Agreement, to adjust certain covenant levels in future periods to provide greater cushion under our financial covenants. This amendment also imposed a $25.0 million annual limit on capital expenditures.
On August 26, 2011, the Company entered into the eleventh amendment to its Credit Agreement. The eleventh amendment allows for additional secured borrowings under a new secured credit facility of up to $20.0 million, increased the leverage covenant from 5.60 to 1.00 to 5.90 to 1.00 through maturity, increased the amount of annual capital expenditures as defined in the Credit Agreement from $25.0 million to $30.0 million and increased the aggregate principal amount of outstanding borrowings under the first lien revolving credit facility allowable during the clean down period from $75.0 million to $85.0 million.
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
2. Risks and Uncertainties (Continued)
On August 29, 2011, the Company entered into a new $20.0 million secured credit facility which matures on March 1, 2012, and bears an interest rate of LIBOR plus a 5.0% margin. Certain properties not previously encumbered are used as collateral under this $20.0 million secured credit facility.
As a result of the August 2011 amendment to the Credit Agreement, we expect to be in compliance with the Financial Covenants for at least the next twelve months. Losses from continuing operations incurred during the prior fiscal year as well as reductions in our cash flow generated by operations have resulted in an increase in interest expense due to higher debt levels along with an increase in overall interest rates, which were also impacted by the issuance of our Senior Notes in August 2010. A shortfall in the actual trailing twelve month earnings before interest, taxes and depreciation and certain lease expenses (EBITDAR), as adjusted and defined in the Credit Agreement, of between approximately 1% and 13%, as calculated at the end of a particular quarter over the next fiscal year could cause us to fail to meet our Financial Covenants during the period.
During the last quarter of the fiscal year the Credit Agreement requires the Company to maintain a balance under the Revolving Credit Facility of no more than $85.0 million for 30 consecutive days. If the Company does not generate sufficient cash or obtain alternative sources of cash, such as other short term borrowings, to pay down the balance to $85.0 million for 30 consecutive days, the Company would seek a waiver of this covenant. There can be no assurance that the Company will be able to amend the Credit Agreement or obtain alternative financing to replace the Credit Agreement, which could result in a material adverse effect on the financial position, results of operations and cash flows of the Company.
The Companys earnings and debt levels, and associated covenant compliance, may be impacted by, among other things, the volume and amount of federal, state and local publicly funded construction projects, the weather, which can materially affect our business and makes us subject to seasonality on a quarter to quarter basis, changes in product mix, commodity price changes and other factors inherent in the operation of our business. If the Company does not meet its projections and the actions described above are not sufficient to maintain our compliance with the Financial Covenants, the Company would seek a waiver of the covenants or alternative financing. There can be no assurance that the new covenant requirements will be met or that we would be able to amend the Credit Agreement or obtain alternative financing to replace the Credit Agreement, which could result in a material adverse effect on the financial position, results of operations and cash flows of the Company.
Liquidity and Managements Plans
As discussed in Note 4, the Companys First Lien Revolving Credit Facility matures in January 2013. In addition, after considering current estimated operating results for the year ended February 29, 2012, the quarterly periods during fiscal 2013, and resulting potential impacts on the Companys ability to satisfy its obligations under the First Lien Revolving Credit Facility and First Lien Term Loans A & B, the Company is considering, among other actions, entering into two new debt agreements, a Senior Secured Note and an asset based loan to refinance the existing First Lien Revolving Credit Facility and First Lien Term Loans A & B.
The Company is considering a refinancing that would, in effect, amend or replace a significant portion of the Companys existing indebtedness. The Company is planning to enter into a $170 million asset based loan, which will be secured by the Companys accounts receivable, inventory and certain
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
2. Risks and Uncertainties (Continued)
other assets. In addition, the Company is seeking to obtain $250 million through the issuance of Senior Secured Notes which will pay cash interest, estimated at 4.0%, and additional paid in kind (PIK) interest estimated at 9.0% which will be deferred and accumulate over the term of the debt.
The Company anticipates consummating the proposed refinancing during the first quarter of fiscal year 2013. The Company believes the consummation of the refinancing described above will allow the Company to maintain the necessary levels of operating liquidity on a long-term basis and will provide terms and conditions with which the Company believes it will comply for the foreseeable future. However, no assurances can be given that the refinancing will be consummated. If the foregoing refinancing does not occur, the Company would need to obtain waivers or amendments during fiscal 2013 under the existing credit facility and no assurances can be given that the Company will be able to obtain these waivers or amendments. If the Company is unable to obtain these waivers or amendments if and when necessary, the Company may be in default under its existing facilities which would (1) preclude the Company from accessing any available borrowings under its revolving facility, (2) entitle the lenders thereunder to exercise their remedies, which includes the right to accelerate the debt outstanding and (3) trigger the cross-acceleration provisions under the Senior Notes due 2018. These factors could have a material adverse effect on the Company. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
3. Accrued Liabilities
Accrued liabilities consisted of the following:
(In thousands) |
|
November 30, |
|
February 28, |
| ||
Payroll and vacation |
|
$ |
7,884 |
|
$ |
7,418 |
|
Contract expenses |
|
1,988 |
|
1,468 |
| ||
Withholding taxes |
|
2,642 |
|
2,874 |
| ||
Reserve for taxes |
|
2,572 |
|
1,486 |
| ||
Interest |
|
7,692 |
|
15,444 |
| ||
Insurance |
|
16,519 |
|
16,250 |
| ||
Deferred acquisition liability |
|
3,333 |
|
3,253 |
| ||
Billings in excess of costs and estimated earnings on uncompleted contracts |
|
798 |
|
354 |
| ||
Other |
|
570 |
|
3,599 |
| ||
Total accrued liabilities |
|
$ |
43,998 |
|
$ |
52,146 |
|
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
4. Long-Term Debt
(In thousands) |
|
November 30, |
|
February 28, |
| ||
Land, equipment and other obligations |
|
$ |
25,698 |
|
$ |
32,003 |
|
First lien term loan A & B |
|
147,310 |
|
153,090 |
| ||
First lien revolving credit facility |
|
119,394 |
|
53,177 |
| ||
Senior notes due 2018 |
|
250,000 |
|
250,000 |
| ||
Obligations under capital leases |
|
11,687 |
|
12,576 |
| ||
Total debt |
|
554,089 |
|
500,846 |
| ||
Less: Current portion |
|
(19,546 |
) |
(20,460 |
) | ||
Total long-term debt |
|
$ |
534,543 |
|
$ |
480,386 |
|
Land, Equipment and Other Obligations
The Company has various notes, mortgages and other financing arrangements resulting from the purchase of principally land and equipment. All loans provide for at least annual payments, which include interest ranging up to 10.0% per annum. Principally all loans are secured by the land and equipment acquired.
Obligations include three revenue bonds, as of November 30, 2011 to different industrial development authorities with counties in Pennsylvania with a total outstanding of $7.4 million and four revenue bonds with outstanding of $11.6 million as of February 28, 2011. The effective interest rate on the industrial development bonds ranged from 0.29% to 0.42% as of November 30, 2011 and from 0.41% to 0.48% as of February 28, 2011. The Company prepaid $3.8 million of industrial development bonds during the first quarter with the proceeds from an unsecured borrowing on May 13, 2011. The unsecured note matures in May 2014 and the interest rate is LIBOR plus a margin of 3.75%. The effective interest rate as of November 30, 2011 was 4.00%. There were no additional covenants associated with the borrowing.
The Company has $2.6 million and $4.5 million outstanding as of November 30, 2011 and February 28, 2011, respectively on a bank loan that matures in August of 2012. The effective rate of interest was 3.73% and 3.79% as of November 30, 2011 and February 28, 2011, respectively. The Company is subject to the existing covenants as defined in the Credit Agreement discussed below.
First Lien Term Loan A & B
The term loan A had $79.8 million outstanding and $85.1 million outstanding as of November 30, 2011 and February 28, 2011, respectively. The net effective interest rate on the term loan A was approximately 4.50% and 3.79% at November 30, 2011 and February 28, 2011, respectively.
The term loan B had $67.5 million outstanding and $68.0 million outstanding as of November 30, 2011 and February 28, 2011, respectively. The net effective interest rate on the term loan B was approximately 5.01% and 4.31% at November 30, 2011 and February 28, 2011, respectively.
The term loan A and term loan B mature on January 10, 2014.
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
4. Long-Term Debt (Continued)
First Lien Revolving Credit Facility
The Company has a $135.0 million first lien revolving credit facility (Revolving Credit Facility) under the Credit Agreement. The total outstanding under the Revolving Credit Facility was $119.4 million and $53.2 million at November 30, 2011 and February 28, 2011, respectively. At November 30, 2011 an additional $15.6 million was available under the Revolving Credit Facility. Availability under the Revolving Credit Facility is restricted to a borrowing base equal to the sum of 85% of accounts receivable less accounts over 120 days and 60% of inventory. The borrowing base as of November 30, 2011 was $209.4 million. The effective interest rate was 4.55% and 3.99% at November 30, 2011 and February 28, 2011, respectively.
The Revolving Credit Facility expires on January 11, 2013.
The Credit Agreement also permits an additional seasonal availability of $10.0 million during the months of March, April, May and June. The Credit Agreement requires that, for 30 consecutive days during the fourth fiscal quarter of each year that the balance outstanding on Revolving Credit Facility is repaid to a specified level not to exceed $85.0 million.
Covenants
The Company is subject to certain financial covenants under the Credit Agreement related to its term loan A, term loan B and Revolving Credit Facility, including maintaining certain leverage and coverage ratios, minimum net worth requirements, and capital expenditure and lease payment limitations. The Credit Agreement also contains subjective acceleration clauses, which allow the lenders to declare amounts outstanding under the financing arrangements due and payable if a Material Adverse Change occurs. The Company believes that it will continue to comply with its Financial Covenants, as amended, under the Credit Agreement. If the Companys performance does not result in compliance with any of its financial covenants, or if the lenders seek to exercise their rights under the subjective acceleration clause referred to above, the Company would seek to modify its Credit Agreement. However, there can be no assurance that the lenders would not exercise their rights and remedies under the Credit Agreement including accelerating payment of all outstanding debt due and payable.
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
4. Long-Term Debt (Continued)
The Company has obtained multiple waivers and amendments related to covenant defaults (refer to Note 2) during recent years. The more significant amendments related to defaults of the net worth covenant, leverage ratios, limitations on operating lease expense and timely completion of the financial statements. Where appropriate, the Company records fees paid to obtain the waivers and amendments as deferred financing fees and amortizes the amounts over the remaining life of the associated financing arrangements. As of November 30, 2011 and February 28, 2011, the Company was in compliance with all of its covenant requirements as amended through that date.
Senior Notes Due 2018
In August 2010, the Company sold $250.0 million aggregate principal amount of 11.0% senior notes (Senior Notes) due in 2018 at par value. Interest on the Senior Notes is payable semi-annually in cash in arrears on March 1 and September 1 of each year.
The Company filed a Registration Statement with the SEC for the Senior Notes on August 29, 2011. The Registration Statement became effective on September 13, 2011 and the Company concluded the exchange offer on October 12, 2011. The terms of the exchange notes are identical to the terms of the old notes in all material respects, except for the elimination of some transfer restrictions, registration rights and additional interest provisions relating to the old notes.
Obligations Under Capital Lease
The Company has various arrangements for the lease of machinery and equipment which qualify as capital leases. These arrangements typically provide for monthly payments, some of which include residual value guarantees if the Company were to terminate the arrangement during certain specified periods of time for each underlying asset under lease.
Other
Long-term debt for each fiscal period matures as follows:
(In thousands) |
|
Amount |
| |
Period |
|
|
| |
2012 |
|
$ |
19,546 |
|
2013 |
|
16,435 |
| |
2014 |
|
136,437 |
| |
2015 |
|
121,965 |
| |
2016 |
|
1,713 |
| |
Remaining years |
|
257,993 |
| |
Total |
|
$ |
554,089 |
|
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
4. Long-Term Debt (Continued)
The Company has determined the fair value of long term debt as of November 30, 2011 and February 28, 2011 is as follows:
(in thousands) |
|
November 30, |
|
February 28, |
| ||
Carrying value (including current maturities) |
|
$ |
554,089 |
|
$ |
500,846 |
|
Fair value (including current maturities) |
|
539,672 |
|
505,855 |
| ||
5. Income Taxes
The Companys tax provision and the corresponding effective tax rate are based on expected income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates. For interim financial reporting the Company estimates the annual tax rate based on projected taxable income for the full year and records a quarterly tax provision in accordance with the anticipated annual rate. As the year progresses, the Company refines the estimates of the years taxable income as new information becomes available, including year-to-date financial results. This continual estimation process often results in a change to the Companys expected effective tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual tax rate. Significant judgment is required in determining the Companys effective interim tax rate and in evaluating its tax positions.
The Companys effective income tax rate was 48.3% and 179.0% for the three months ended November 30, 2011 and 2010, respectively. The Companys effective tax rate was 45.5% and 74.7% for the nine months ended November 30, 2011 and 2010, respectively. The principal factor affecting the comparability of the effective income tax rate for the respective period is a result of a larger projected pre-tax book loss for February 29, 2012 when compared to February 28, 2011. A larger pre-tax book loss dilutes the impact of the permanent items, which remain relatively consistent year over year, causing a reduction in the applicable annual tax rate when compared to the prior year. The effective tax rate is based on our estimated annual effective tax rate applied against our earnings through the nine months ended November 30, 2011. Our estimated annual tax rate anticipates a book loss combined with substantial permanent percentage depletion benefits as well as changes in valuation allowance applied against our deferred tax assets such that our estimated annual effective tax rate is significantly in excess of the statutory federal rate of 35%. Our expense from income taxes for the nine months ended November 30, 2011 is based on an estimate annual effective tax rate for fiscal year 2012 of 44.7% and a discrete tax expense of $0.2 million primarily resulting from a change in estimate for our deferred taxes based on the filing of our income tax returns for fiscal year 2011.
The cash taxes paid were not material for the three and nine months ended November 30, 2011 and November 30, 2010, respectively, primarily as a result of the projected annual net operating losses.
6. Retirement and Benefit Programs
Substantially all employees are covered by either a defined contribution plan, a defined benefit plan, a collectively bargained multi-employer plan, or a noncontributory profit sharing plan. The expense associated with these programs, excluding defined benefit plans, was $2.3 million and
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
6. Retirement and Benefit Programs (Continued)
$2.8 million for the three months ended November 30, 2011 and 2010, respectively, and $6.2 million and $7.0 million for the nine months ended November 30, 2011 and 2010, respectively.
The Company has two defined benefit pension plans covering certain union employees of the Companys Buffalo Crushed Stone Division in Buffalo, New York. The benefits are based on years of service. Actuarial gains and losses are generally amortized subject to the corridor, over the average remaining service life of the Companys active employees. Net periodic pension expense recognized for the three and nine month periods ended November 30, 2011 and 2010, was as follows:
|
|
Three Months |
|
Nine Months |
| ||||||||
(in thousands) |
|
2011 |
|
2010 |
|
2011 |
|
2010 |
| ||||
Net periodic benefit cost |
|
|
|
|
|
|
|
|
| ||||
Service cost |
|
$ |
54 |
|
$ |
51 |
|
$ |
162 |
|
$ |
153 |
|
Interest cost |
|
110 |
|
109 |
|
329 |
|
327 |
| ||||
Expected return on plan assets |
|
(154 |
) |
(140 |
) |
(463 |
) |
(420 |
) | ||||
Amortization of prior service cost |
|
15 |
|
21 |
|
46 |
|
64 |
| ||||
Recognized net actuarial loss |
|
29 |
|
31 |
|
87 |
|
93 |
| ||||
Total pension expense |
|
$ |
54 |
|
$ |
72 |
|
$ |
161 |
|
$ |
217 |
|
7. Commitments and Contingencies
In the normal course of business, the Company has commitments, lawsuits, claims and contingent liabilities. The ultimate disposition of these matters will not have a material adverse effect on the Companys consolidated financial position, or liquidity.
The Company maintains a self-insurance program for workers compensation (Pennsylvania employees) coverage, which is administered by a third party management company. The Companys self-insurance retention is limited to $1.0 million per occurrence with the excess covered by workers compensation excess liability insurance. The Company is required to maintain a $7.0 million surety bond with the Commonwealth of Pennsylvania. Self-insurance costs are accrued based upon the aggregate of the liability for reported claims and an estimated liability for claims incurred but not reported. The Company also maintains three self-insurance programs for health coverage with losses limited to $0.3 million per employee. Additionally, the Company is required to provide a letter of credit in the amount of $0.9 million to guarantee payment of the deductible portion of its liability coverages existing prior to January 1, 2008.
The Company also maintains a captive insurance company, Rock Solid Insurance Company (Rock Solid), for workers compensation (Non Pennsylvania employees), general liability, auto, health, and property coverage. On April 8, 2011, Rock Solid entered into a Collateral Trust Agreement with an insurer to eliminate a letter of credit that was required to maintain coverage of the deductible portion of its liability coverages. The total amount of collateral provided in the arrangement was $8.8 million and is recorded as part of restricted cash as of November 30, 2011 on the Companys consolidated balance sheet. Exposures for periods prior to the inception of the captive are covered by pre-existing insurance policies.
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
8. Put Rights
On August 22, 2011, the stockholders of the Company amended the stock restriction agreement which, among other things, required the Company to purchase, at any time, all or some of a stockholders common stock at the option of the individual stockholders. The amendment eliminated the stockholders right to require the Company to purchase the common stock on a prospective basis. As a result, the amount attributable to the fair value of the common stock as of the amendment date was reclassified from mezzanine or temporary equity to shareholders equity as additional paid in capital. The Company did not change the amount issued, outstanding or par value of its common stock.
Prior to August 22, 2011, the stockholders of the Company had put rights on all outstanding common stock which could require the Company to purchase, at any time, all or some of a stockholders common stock. The common stock was classified as mezzanine or temporary equity for all prior periods as the shares were redeemable at the option of the holder and had conditions for redemption which are not solely within the control of the Company. The redemption price was determined based upon the terms and conditions of the underlying stockholders agreement and was based upon either a formulaic calculation, in the event of a put of less than 100% of an individual stockholders shares or an appraisal, in the event of a put of all of an individual stockholders shares. The value of the common stock was adjusted to its maximum redemption value each reporting date and as of the termination date through retained earnings.
If the Company was unable to purchase the common stock by reason of a legal or contractual impediment, then a stockholder, subject to the terms and restrictions set forth in the Stock Restriction Agreement, could sell common stock to other purchasers. The Company was restricted from purchasing any of its common stock due to contractual impediments contained in certain financing arrangements.
9. Goodwill and Other Intangible Assets
There were no changes to the carrying value of goodwill for the three and nine months ended November 30, 2011. Our annual goodwill impairment analysis was completed as of February 28, 2011 and did not result in any impairment losses. As of February 28, 2011, the Traffic Safety Services and Equipment reporting unit with approximately $5.8 million of goodwill had an excess fair value over its carrying value of less than 1%. The fair value of the remaining reporting units exceeded their carrying value by a substantial margin.
As of November 30, 2011, based upon the weight of evidence available, such as current market trends and conditions, the Companys projections, and results to date and in consideration of the slim margin that the Traffic Safety Services and Equipment reporting unit passed step one of the annual goodwill impairment analysis as of February 28, 2011, the Company performed an interim goodwill impairment analysis. The process and procedures used to calculate the fair value of the Traffic Safety Services and Equipment reporting unit as of November 30, 2011was materially consistent with our annual goodwill impairment analysis. The interim goodwill impairment analysis completed as of November 30, 2011 did not result in an impairment loss as the fair value of the Traffic Safety Services and Equipment reporting unit at that date exceeded its carrying value. Positive factors impacting this result included, among other things, market factors such as discount rates, recent market transactions and the consideration of available tax benefits that had not been previously considered.
For segment reporting purposes goodwill of $85.0 million and $5.8 million is reported as part of the Construction Materials segment and the Traffic Safety Services and Equipment segment, respectively.
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
9. Goodwill and Other Intangible Assets (Continued)
There were no changes to the carrying value of other intangible assets other than amortization for the nine months ended November 30, 2011. Annual amortization expense on amortizable intangible assets is expected to be approximately $0.6 million for each of the next five fiscal years.
10. Business Segments
The Company reports information about its operating segments using the management approach, which is based on the way management organizes and reports the segments within the organization for making operating decisions and assessing performance. The Company has three reportable segments and has identified the segments based upon the nature of services and product offerings. The Companys three reportable segments are: (i) construction materials; (ii) heavy/highway construction; and (iii) traffic safety services and equipment. A description of the services and product offerings within each of the Companys segments is provided below.
The construction materials segment mines and produces aggregates (crushed stone and construction sand and gravel), hot mix asphalt, ready mixed concrete and other concrete products including precast/prestressed structural concrete components and masonry blocks for sale to third parties and internal use. The construction materials segment serves markets primarily in the Commonwealth of Pennsylvania and western New York. The high weight-to-value ratio of aggregates and concrete products and the time in which ready mixed concrete and hot mix asphalt begin to set, limit the efficient distribution range for these products to roughly a one-hour haul time. Accordingly, the Companys markets for these products are generally local in nature.
The heavy/highway construction segment includes heavy and highway construction, blacktop paving and other site preparation services. The Companys heavy/highway construction segment is primarily supplied with its construction materials, such as hot mix asphalt, ready mixed concrete and aggregates from the Companys construction materials segment. The heavy/highway construction segment serves markets primarily in the Commonwealth of Pennsylvania.
The traffic safety services and equipment segment rents and sells general and specialty traffic control and work zone safety equipment and safety services to industrial and construction end-users. Traffic safety services and equipment business sells equipment through its national sales network and provides traffic maintenance and protection services primarily throughout the eastern United States.
The Company reviews earnings of the segments principally at the operating profit level and accounts for intersegment sales at prices that range from negotiated rates to those that approximate fair market value. Segment operating profit consists of revenue less operating costs and expenses. Corporate and unallocated costs include those administrative and financial costs which are not allocated to segment operations and are excluded from segment operating profit. These costs include corporate administrative functions, unallocated corporate functions and divisional administrative functions.
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
10. Business Segments (Continued)
The following is a summary of certain financial data for the Companys business segments:
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
(in thousands) |
|
2011 |
|
2010 |
|
2011 |
|
2010 |
| ||||
Revenue |
|
|
|
|
|
|
|
|
| ||||
Construction materials |
|
$ |
161,515 |
|
$ |
169,585 |
|
$ |
471,058 |
|
$ |
468,918 |
|
Heavy/highway construction |
|
99,379 |
|
115,713 |
|
278,584 |
|
329,273 |
| ||||
Traffic safety services and equipment |
|
21,155 |
|
18,228 |
|
69,015 |
|
64,951 |
| ||||
Other revenues |
|
4,674 |
|
5,782 |
|
13,584 |
|
14,208 |
| ||||
Segment totals |
|
286,723 |
|
309,308 |
|
832,241 |
|
877,350 |
| ||||
Eliminations |
|
(71,457 |
) |
(76,157 |
) |
(199,847 |
) |
(214,034 |
) | ||||
Total net revenue |
|
$ |
215,266 |
|
$ |
233,151 |
|
$ |
632,394 |
|
$ |
663,316 |
|
Operating profit |
|
|
|
|
|
|
|
|
| ||||
Construction materials |
|
$ |
22,340 |
|
$ |
24,734 |
|
$ |
60,439 |
|
$ |
59,285 |
|
Heavy/highway construction |
|
4,634 |
|
4,150 |
|
5,363 |
|
14,129 |
| ||||
Traffic safety services and equipment |
|
1,366 |
|
998 |
|
4,544 |
|
5,575 |
| ||||
Corporate and unallocated |
|
(6,021 |
) |
(3,796 |
) |
(11,830 |
) |
(11,267 |
) | ||||
Total operating profit |
|
$ |
22,319 |
|
$ |
26,086 |
|
$ |
58,516 |
|
$ |
67,722 |
|
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
(in thousands) |
|
2011 |
|
2010 |
|
2011 |
|
2010 |
| ||||
Product and services revenue |
|
|
|
|
|
|
|
|
| ||||
Construction materials |
|
|
|
|
|
|
|
|
| ||||
Aggregates |
|
$ |
58,404 |
|
$ |
60,385 |
|
$ |
171,573 |
|
$ |
168,275 |
|
Hot mix asphalt |
|
67,417 |
|
71,972 |
|
197,795 |
|
194,502 |
| ||||
Ready mixed concrete |
|
18,921 |
|
20,004 |
|
52,627 |
|
56,560 |
| ||||
Precast/prestressed structural concrete |
|
8,602 |
|
8,558 |
|
22,695 |
|
21,362 |
| ||||
Masonry products |
|
4,312 |
|
4,621 |
|
13,901 |
|
15,291 |
| ||||
Construction supply centers |
|
3,859 |
|
4,045 |
|
12,467 |
|
12,928 |
| ||||
Construction projects |
|
99,379 |
|
115,713 |
|
278,584 |
|
329,273 |
| ||||
Traffic safety services and equipment |
|
21,155 |
|
18,228 |
|
69,015 |
|
64,951 |
| ||||
Other revenues |
|
4,674 |
|
5,782 |
|
13,584 |
|
14,208 |
| ||||
Inter-product sales eliminations |
|
(71,457 |
) |
(76,157 |
) |
(199,847 |
) |
(214,034 |
) | ||||
Total net revenue |
|
$ |
215,266 |
|
$ |
233,151 |
|
$ |
632,394 |
|
$ |
663,316 |
|
Product and services operating profit |
|
|
|
|
|
|
|
|
| ||||
Construction materials |
|
|
|
|
|
|
|
|
| ||||
Aggregates |
|
$ |
13,174 |
|
$ |
12,929 |
|
$ |
35,549 |
|
$ |
31,131 |
|
Hot mix asphalt |
|
7,221 |
|
10,260 |
|
20,394 |
|
24,933 |
| ||||
Ready mixed concrete |
|
1,509 |
|
2,148 |
|
4,012 |
|
5,206 |
| ||||
Precast/prestressed structural concrete |
|
(11 |
) |
(719 |
) |
(461 |
) |
(2,217 |
) | ||||
Masonry products |
|
212 |
|
(149 |
) |
27 |
|
(358 |
) | ||||
Construction supply centers |
|
235 |
|
265 |
|
918 |
|
590 |
| ||||
Heavy/highway construction |
|
4,634 |
|
4,150 |
|
5,363 |
|
14,129 |
| ||||
Traffic safety services and equipment |
|
1,366 |
|
998 |
|
4,544 |
|
5,575 |
| ||||
Corporate and unallocated |
|
(6,021 |
) |
(3,796 |
) |
(11,830 |
) |
(11,267 |
) | ||||
Total operating profit |
|
$ |
22,319 |
|
$ |
26,086 |
|
$ |
58,516 |
|
$ |
67,722 |
|
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
10. Business Segments (Continued)
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
(in thousands) |
|
2011 |
|
2010 |
|
2011 |
|
2010 |
| ||||
Depreciation, depletion and amortization |
|
|
|
|
|
|
|
|
| ||||
Construction materials |
|
$ |
5,902 |
|
$ |
7,507 |
|
$ |
21,916 |
|
$ |
22,303 |
|
Heavy/highway construction |
|
3,853 |
|
2,203 |
|
7,234 |
|
6,008 |
| ||||
Traffic safety services and equipment |
|
1,907 |
|
1,935 |
|
5,377 |
|
5,450 |
| ||||
Corporate and unallocated |
|
494 |
|
309 |
|
1,262 |
|
890 |
| ||||
Total depreciation, depletion and amortization |
|
$ |
12,156 |
|
$ |
11,954 |
|
$ |
35,789 |
|
$ |
34,651 |
|
For the three and nine months ended November 30, 2011 and 2010, sales to two customers represented more than 10% of net revenues.
11. Condensed Issuer, Guarantor and Non Guarantor Financial Information
On August 18, 2010, the Company issued $250.0 million aggregate principal amount of its 11.0% Senior Notes due 2018. Except for Rock Solid Insurance Company, NESL, II LLC, and Kettle Creek GP, LLC, all existing consolidated subsidiaries of the Company are 100% owned and provide a joint and several, full and unconditional guarantee of the securities. These entities include Gateway Trade Center Inc., EII Transport Inc., Protections Services Inc., Work Area Protection Corp., SCI Products Inc., ASTI Transportation Systems, Inc., and Precision Solar Controls Inc. (Guarantor Subsidiaries). There are no significant restrictions on the parent Companys ability to obtain funds from any of the Guarantor Subsidiaries in the form of a dividend or loan. Additionally, there are no significant restrictions on a Guarantor Subsidiarys ability to obtain funds from the Company or its direct or indirect subsidiaries. Certain other wholly owned subsidiaries and consolidated partially owned partnerships do not guarantee the notes. These entities include Rock Solid Insurance Company, South Woodbury, L.P., NESL, II LLC, Kettle Creek Partners L.P., and Kettle Creek Partners GP, LLC (Non Guarantors).
The following condensed consolidating balance sheets, statements of operations and statements of cash flows are provided for the Company, all Guarantor Subsidiaries and Non Guarantors. The information has been presented as if the parent Company accounted for its ownership of the Guarantor Subsidiaries and Non Guarantors using the equity method of accounting.
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
11. Condensed Issuer, Guarantor and Non Guarantor Financial Information (Continued)
Condensed Consolidating Balance Sheet at November 30, 2011
(in thousands)
|
|
New Enterprise |
|
Guarantor |
|
Non |
|
Eliminations |
|
Total |
| |||||
Assets |
|
|
|
|
|
|
|
|
|
|
| |||||
Current assets |
|
|
|
|
|
|
|
|
|
|
| |||||
Cash and cash equivalents |
|
$ |
4,365 |
|
$ |
|
|
$ |
1,828 |
|
$ |
|
|
$ |
6,193 |
|
Restricted cash |
|
1,430 |
|
109 |
|
8,840 |
|
|
|
10,379 |
| |||||
Accounts receivable (less allowance for doubtful accounts) |
|
131,564 |
|
19,866 |
|
4,159 |
|
|
|
155,589 |
| |||||
Inventories |
|
123,725 |
|
16,711 |
|
|
|
|
|
140,436 |
| |||||
Net investment in lease |
|
|
|
|
|
608 |
|
(608 |
) |
|
| |||||
Deferred income taxes |
|
12,746 |
|
981 |
|
|
|
|
|
13,727 |
| |||||
Other current assets |
|
7,965 |
|
271 |
|
24 |
|
|
|
8,260 |
| |||||
Total current assets |
|
281,795 |
|
37,938 |
|
15,459 |
|
(608 |
) |
334,584 |
| |||||
Other assets |
|
|
|
|
|
|
|
|
|
|
| |||||
Property, plant and equipment, net |
|
346,352 |
|
27,554 |
|
8,009 |
|
(7,429 |
) |
374,486 |
| |||||
Goodwill |
|
85,002 |
|
5,845 |
|
|
|
|
|
90,847 |
| |||||
Other intangible assets |
|
11,030 |
|
16,574 |
|
|
|
|
|
27,604 |
| |||||
Investment in subsidiaries |
|
89,802 |
|
|
|
|
|
(89,802 |
) |
|
| |||||
Intercompany receivables |
|
|
|
14,702 |
|
|
|
(14,702 |
) |
|
| |||||
Other assets |
|
24,447 |
|
|
|
|
|
|
|
24,447 |
| |||||
Total assets |
|
$ |
838,428 |
|
$ |
102,613 |
|
$ |
23,468 |
|
$ |
(112,541 |
) |
$ |
851,968 |
|
Liabilities and Equity |
|
|
|
|
|
|
|
|
|
|
| |||||
Current liabilities |
|
|
|
|
|
|
|
|
|
|
| |||||
Current maturities of long-term debt |
|
$ |
19,686 |
|
$ |
|
|
$ |
468 |
|
$ |
(608 |
) |
$ |
19,546 |
|
Accounts payabletrade |
|
29,474 |
|
2,148 |
|
396 |
|
|
|
32,018 |
| |||||
Accrued expenses |
|
32,292 |
|
3,834 |
|
7,872 |
|
|
|
43,998 |
| |||||
Total current liabilities |
|
81,452 |
|
5,982 |
|
8,736 |
|
(608 |
) |
95,562 |
| |||||
Long-term debt and other liabilities |
|
|
|
|
|
|
|
|
|
|
| |||||
Intercompany payables |
|
14,702 |
|
|
|
|
|
(14,702 |
) |
|
| |||||
Long-term debt, less current maturities |
|
527,114 |
|
|
|
7,429 |
|
|
|
534,543 |
| |||||
Obligations under capital leases, less current installments |
|
7,429 |
|
|
|
|
|
(7,429 |
) |
|
| |||||
Deferred income taxes |
|
107,467 |
|
14,132 |
|
|
|
|
|
121,599 |
| |||||
Other |
|
11,256 |
|
|
|
|
|
|
|
11,256 |
| |||||
Total liabilities |
|
749,420 |
|
20,114 |
|
16,165 |
|
(22,739 |
) |
762,960 |
| |||||
Equity (Deficit) |
|
|
|
|
|
|
|
|
|
|
| |||||
New Enterprise Stone & Lime Co., Inc. equity (deficit) |
|
87,717 |
|
82,499 |
|
7,303 |
|
(89,802 |
) |
87,717 |
| |||||
Noncontrolling interest |
|
1,291 |
|
|
|
|
|
|
|
1,291 |
| |||||
Total equity (deficit) |
|
89,008 |
|
82,499 |
|
7,303 |
|
(89,802 |
) |
89,008 |
| |||||
Total liabilities and equity (deficit) |
|
$ |
838,428 |
|
$ |
102,613 |
|
$ |
23,468 |
|
$ |
(112,541 |
) |
$ |
851,968 |
|
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
11. Condensed Issuer, Guarantor and Non Guarantor Financial Information (Continued)
Condensed Consolidating Balance Sheet at February 28, 2011
(in thousands)
|
|
New Enterprise |
|
Guarantor |
|
Non |
|
Eliminations |
|
Total |
| |||||
Assets |
|
|
|
|
|
|
|
|
|
|
| |||||
Current assets |
|
|
|
|
|
|
|
|
|
|
| |||||
Cash and cash equivalents |
|
$ |
5,058 |
|
$ |
1,472 |
|
$ |
13,499 |
|
$ |
|
|
$ |
20,029 |
|
Restricted cash |
|
1,777 |
|
110 |
|
|
|
|
|
1,887 |
| |||||
Accounts receivable (less allowance for doubtful accounts) |
|
54,334 |
|
13,024 |
|
14 |
|
|
|
67,372 |
| |||||
Inventories |
|
113,182 |
|
16,240 |
|
|
|
|
|
129,422 |
| |||||
Net investment in lease |
|
|
|
|
|
582 |
|
(582 |
) |
|
| |||||
Deferred income taxes |
|
12,798 |
|
985 |
|
|
|
|
|
13,783 |
| |||||
Other current assets |
|
6,969 |
|
442 |
|
2,530 |
|
|
|
9,941 |
| |||||
Total current assets |
|
194,118 |
|
32,273 |
|
16,625 |
|
(582 |
) |
242,434 |
| |||||
Other assets |
|
|
|
|
|
|
|
|
|
|
| |||||
Property, plant and equipment, net |
|
353,118 |
|
29,825 |
|
9,434 |
|
(9,412 |
) |
382,965 |
| |||||
Goodwill |
|
85,002 |
|
5,845 |
|
|
|
|
|
90,847 |
| |||||
Other intangible assets |
|
11,030 |
|
17,054 |
|
|
|
|
|
28,084 |
| |||||
Investment in subsidiaries |
|
84,800 |
|
|
|
|
|
(84,800 |
) |
|
| |||||
Intercompany receivables |
|
|
|
12,002 |
|
|
|
(12,002 |
) |
|
| |||||
Other assets |
|
23,748 |
|
|
|
|
|
|
|
23,748 |
| |||||
Total assets |
|
$ |
751,816 |
|
$ |
96,999 |
|
$ |
26,059 |
|
$ |
(106,796 |
) |
$ |
768,078 |
|
Liabilities and Equity |
|
|
|
|
|
|
|
|
|
|
| |||||
Current liabilities |
|
|
|
|
|
|
|
|
|
|
| |||||
Current maturities of long-term debt |
|
$ |
20,599 |
|
$ |
|
|
$ |
443 |
|
$ |
(582 |
) |
$ |
20,460 |
|
Accounts payabletrade |
|
13,226 |
|
2,066 |
|
862 |
|
|
|
16,154 |
| |||||
Accrued expenses |
|
41,104 |
|
3,025 |
|
8,017 |
|
|
|
52,146 |
| |||||
Total current liabilities |
|
74,929 |
|
5,091 |
|
9,322 |
|
(582 |
) |
88,760 |
| |||||
Long-term debt and other liabilities |
|
|
|
|
|
|
|
|
|
|
| |||||
Intercompany payables |
|
12,002 |
|
|
|
|
|
(12,002 |
) |
|
| |||||
Long-term debt, less current maturities |
|
470,974 |
|
|
|
9,412 |
|
|
|
480,386 |
| |||||
Obligations under capital leases, less current installments |
|
9,412 |
|
|
|
|
|
(9,412 |
) |
|
| |||||
Deferred income taxes |
|
97,488 |
|
14,433 |
|
|
|
|
|
111,921 |
| |||||
Other |
|
9,840 |
|
|
|
|
|
|
|
9,840 |
| |||||
Total liabilities |
|
674,645 |
|
19,524 |
|
18,734 |
|
(21,996 |
) |
690,907 |
| |||||
Redeemable common stock |
|
130,241 |
|
|
|
|
|
|
|
130,241 |
| |||||
Equity (deficit) |
|
|
|
|
|
|
|
|
|
|
| |||||
New Enterprise Stone & Lime Co., Inc. equity (deficit) |
|
(54,938 |
) |
77,475 |
|
7,325 |
|
(84,800 |
) |
(54,938 |
) | |||||
Noncontrolling interest |
|
1,868 |
|
|
|
|
|
|
|
1,868 |
| |||||
Total equity (deficit) |
|
(53,070 |
) |
77,475 |
|
7,325 |
|
(84,800 |
) |
(53,070 |
) | |||||
Total liabilities and equity (deficit) |
|
$ |
751,816 |
|
$ |
96,999 |
|
$ |
26,059 |
|
$ |
(106,796 |
) |
$ |
768,078 |
|
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
11. Condensed Issuer, Guarantor and Non Guarantor Financial Information (Continued)
Condensed Consolidating Income Statement for the three months ending November 30, 2011
(in thousands)
|
|
New Enterprise |
|
Guarantor |
|
Non |
|
Eliminations |
|
Total |
| |||||
Revenue |
|
$ |
200,249 |
|
$ |
21,344 |
|
$ |
1,028 |
|
$ |
(7,355 |
) |
$ |
215,266 |
|
Cost of revenue (exclusive of items shown separately below) |
|
154,247 |
|
15,597 |
|
448 |
|
(7,117 |
) |
163,175 |
| |||||
Depreciation, depletion and amortization |
|
10,282 |
|
1,874 |
|
|
|
|
|
12,156 |
| |||||
Pension and profit sharing |
|
2,338 |
|
47 |
|
|
|
|
|
2,385 |
| |||||
Selling, administrative and general expenses |
|
12,874 |
|
2,289 |
|
68 |
|
|
|
15,231 |
| |||||
Operating income |
|
20,508 |
|
1,537 |
|
512 |
|
(238 |
) |
22,319 |
| |||||
Interest expense, net |
|
(11,292 |
) |
(45 |
) |
(157 |
) |
157 |
|
(11,337 |
) | |||||
Income before income taxes |
|
9,216 |
|
1,492 |
|
355 |
|
(81 |
) |
10,982 |
| |||||
Income tax expense (benefit) |
|
5,421 |
|
(119 |
) |
|
|
|
|
5,302 |
| |||||
Equity in earnings of subsidiaries |
|
1,966 |
|
|
|
|
|
(1,966 |
) |
|
| |||||
Net income (loss) |
|
5,761 |
|
1,611 |
|
355 |
|
(2,047 |
) |
5,680 |
| |||||
Noncontrolling interest in net loss |
|
|
|
|
|
|
|
81 |
|
81 |
| |||||
Net income (loss) attributable to New Enterprise Stone & Lime Co., Inc. |
|
$ |
5,761 |
|
$ |
1,611 |
|
$ |
355 |
|
$ |
(1,966 |
) |
$ |
5,761 |
|
Condensed Consolidating Income Statement for the three months ending November 30, 2010
(in thousands)
|
|
New Enterprise |
|
Guarantor |
|
Non |
|
Eliminations |
|
Total |
| |||||
Revenue |
|
$ |
222,145 |
|
$ |
12,599 |
|
$ |
1,776 |
|
$ |
(3,369 |
) |
$ |
233,151 |
|
Cost of revenue (exclusive of items shown separately below) |
|
175,297 |
|
6,358 |
|
484 |
|
(3,506 |
) |
178,633 |
| |||||
Depreciation, depletion and amortization |
|
9,738 |
|
2,216 |
|
|
|
|
|
11,954 |
| |||||
Pension and profit sharing |
|
2,844 |
|
52 |
|
|
|
|
|
2,896 |
| |||||
Selling, administrative and general expenses |
|
11,184 |
|
2,279 |
|
119 |
|
|
|
13,582 |
| |||||
Operating income |
|
23,082 |
|
1,694 |
|
1,173 |
|
137 |
|
26,086 |
| |||||
Interest expense, net |
|
(11,354 |
) |
(14 |
) |
(157 |
) |
162 |
|
(11,363 |
) | |||||
Income before income taxes |
|
11,728 |
|
1,680 |
|
1,016 |
|
299 |
|
14,723 |
| |||||
Income tax expense (benefit) |
|
25,836 |
|
568 |
|
(49 |
) |
|
|
26,355 |
| |||||
Equity in earnings of subsidiaries |
|
2,177 |
|
|
|
|
|
(2,177 |
) |
|
| |||||
Net income (loss) |
|
(11,931 |
) |
1,112 |
|
1,065 |
|
(1,878 |
) |
(11,632 |
) | |||||
Noncontrolling interest in net income |
|
|
|
|
|
|
|
(299 |
) |
(299 |
) | |||||
Net income (loss) attributable to New Enterprise Stone & Lime Co., Inc. |
|
$ |
(11,931 |
) |
$ |
1,112 |
|
$ |
1,065 |
|
$ |
(2,177 |
) |
$ |
(11,931 |
) |
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
11. Condensed Issuer, Guarantor and Non Guarantor Financial Information (Continued)
Condensed Consolidating Income Statement for the nine months ending November 30, 2011
(in thousands)
|
|
New Enterprise |
|
Guarantor |
|
Non |
|
Eliminations |
|
Total |
| |||||
Revenue |
|
$ |
577,795 |
|
$ |
67,049 |
|
$ |
4,856 |
|
$ |
(17,306 |
) |
$ |
632,394 |
|
Cost of revenue (exclusive of items shown separately below) |
|
451,350 |
|
49,446 |
|
1,749 |
|
(17,328 |
) |
485,217 |
| |||||
Depreciation, depletion and amortization |
|
30,111 |
|
5,678 |
|
|
|
|
|
35,789 |
| |||||
Pension and profit sharing |
|
6,231 |
|
156 |
|
|
|
|
|
6,387 |
| |||||
Selling, administrative and general expenses |
|
39,298 |
|
6,836 |
|
351 |
|
|
|
46,485 |
| |||||
Operating income |
|
50,805 |
|
4,933 |
|
2,756 |
|
22 |
|
58,516 |
| |||||
Interest expense, net |
|
(34,758 |
) |
(171 |
) |
(482 |
) |
496 |
|
(34,915 |
) | |||||
Income before income taxes |
|
16,047 |
|
4,762 |
|
2,274 |
|
518 |
|
23,601 |
| |||||
Income tax expense (benefit) |
|
11,011 |
|
(262 |
) |
|
|
|
|
10,749 |
| |||||
Equity in earnings of subsidiaries |
|
7,298 |
|
|
|
|
|
(7,298 |
) |
|
| |||||
Net income (loss) |
|
12,334 |
|
5,024 |
|
2,274 |
|
(6,780 |
) |
12,852 |
| |||||
Noncontrolling interest in net income |
|
|
|
|
|
|
|
(518 |
) |
(518 |
) | |||||
Net income (loss) attributable to New Enterprise Stone & Lime Co., Inc. |
|
$ |
12,334 |
|
$ |
5,024 |
|
$ |
2,274 |
|
$ |
(7,298 |
) |
$ |
12,334 |
|
Condensed Consolidating Income Statement for the nine months ending November 30, 2010
(in thousands)
|
|
New Enterprise |
|
Guarantor |
|
Non |
|
Eliminations |
|
Total |
| |||||
Revenue |
|
$ |
604,347 |
|
$ |
65,975 |
|
$ |
5,272 |
|
$ |
(12,278 |
) |
$ |
663,316 |
|
Cost of revenue (exclusive of items shown separately below) |
|
474,083 |
|
47,128 |
|
1,638 |
|
(12,688 |
) |
510,161 |
| |||||
Depreciation, depletion and amortization |
|
28,623 |
|
6,028 |
|
|
|
|
|
34,651 |
| |||||
Pension and profit sharing |
|
7,062 |
|
166 |
|
|
|
|
|
7,228 |
| |||||
Selling, administrative and general expenses |
|
36,520 |
|
6,686 |
|
348 |
|
|
|
43,554 |
| |||||
Operating income |
|
58,059 |
|
5,967 |
|
3,286 |
|
410 |
|
67,722 |
| |||||
Interest expense, net |
|
(29,202 |
) |
(26 |
) |
(474 |
) |
486 |
|
(29,216 |
) | |||||
Income before income taxes |
|
28,857 |
|
5,941 |
|
2,812 |
|
896 |
|
38,506 |
| |||||
Income tax expense |
|
28,197 |
|
576 |
|
|
|
|
|
28,773 |
| |||||
Equity in earnings of subsidiaries |
|
8,177 |
|
|
|
|
|
(8,177 |
) |
|
| |||||
Net income (loss) |
|
8,837 |
|
5,365 |
|
2,812 |
|
(7,281 |
) |
9,733 |
| |||||
Noncontrolling interest in net income |
|
|
|
|
|
|
|
(896 |
) |
(896 |
) | |||||
Net income (loss) attributable to New Enterprise Stone & Lime Co., Inc. |
|
$ |
8,837 |
|
$ |
5,365 |
|
$ |
2,812 |
|
$ |
(8,177 |
) |
$ |
8,837 |
|
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
11. Condensed Issuer, Guarantor and Non Guarantor Financial Information (Continued)
Condensed Consolidating Cash Flow for the nine months ending November 30, 2011
(in thousands)
|
|
New Enterprise |
|
Guarantor |
|
Non |
|
Eliminations |
|
Total |
| |||||
Cash flows from operating activities |
|
$ |
(27,419 |
) |
$ |
1,329 |
|
432 |
|
$ |
|
|
$ |
(25,658 |
) | |
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
| |||||
Capital expenditures |
|
(23,471 |
) |
(3,206 |
) |
|
|
|
|
(26,677 |
) | |||||
Capitalized software |
|
(5,978 |
) |
|
|
|
|
|
|
(5,978 |
) | |||||
Proceeds from sale of property, plant and equipment |
|
1,208 |
|
405 |
|
990 |
|
|
|
2,603 |
| |||||
Change in cash value of life insurance |
|
2,968 |
|
|
|
|
|
|
|
2,968 |
| |||||
Other investing activities |
|
348 |
|
|
|
(8,840 |
) |
|
|
(8,492 |
) | |||||
Net cash used in investing activities |
|
(24,925 |
) |
(2,801 |
) |
(7,850 |
) |
|
|
(35,576 |
) | |||||
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
| |||||
Proceeds from revolving credit |
|
108,717 |
|
|
|
|
|
|
|
108,717 |
| |||||
Repayment of revolving credit |
|
(42,500 |
) |
|
|
|
|
|
|
(42,500 |
) | |||||
Repayment of long-term debt |
|
(22,526 |
) |
|
|
(1,958 |
) |
|
|
(24,484 |
) | |||||
Payments on capital leases |
|
(3,975 |
) |
|
|
|
|
|
|
(3,975 |
) | |||||
Proceeds from issuance of long-term debt |
|
12,398 |
|
|
|
|
|
|
|
12,398 |
| |||||
Debt issuance costs |
|
(1,663 |
) |
|
|
|
|
|
|
(1,663 |
) | |||||
Dividends received (paid) |
|
1,200 |
|
|
|
(1,200 |
) |
|
|
|
| |||||
Distribution to noncontrolling interest |
|
|
|
|
|
(1,095 |
) |
|
|
(1,095 |
) | |||||
Net cash provided by (used in) financing activities |
|
51,651 |
|
|
|
(4,253 |
) |
|
|
47,398 |
| |||||
Net decrease in cash and cash equivalents |
|
(693 |
) |
(1,472 |
) |
(11,671 |
) |
|
|
(13,836 |
) | |||||
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
| |||||
Beginning of period |
|
5,058 |
|
1,472 |
|
13,499 |
|
|
|
20,029 |
| |||||
End of period |
|
$ |
4,365 |
|
$ |
|
|
$ |
1,828 |
|
$ |
|
|
$ |
6,193 |
|
New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
11. Condensed Issuer, Guarantor and Non Guarantor Financial Information (Continued)
Condensed Consolidating Cash Flow for the nine months ending November 30, 2010
(in thousands)
|
|
New Enterprise |
|
Guarantor |
|
Non |
|
Eliminations |
|
Total |
| |||||
Cash flows from operating activities |
|
$ |
(3,496 |
) |
$ |
7,549 |
|
$ |
4,526 |
|
$ |
|
|
$ |
8,579 |
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
| |||||
Capital expenditures |
|
(16,464 |
) |
(7,329 |
) |
|
|
|
|
(23,793 |
) | |||||
Capitalized software |
|
(2,919 |
) |
|
|
|
|
|
|
(2,919 |
) | |||||
Proceeds from sale of property, plant and equipment |
|
466 |
|
275 |
|
|
|
|
|
741 |
| |||||
Change in change value of life insurance |
|
(557 |
) |
|
|
|
|
|
|
(557 |
) | |||||
Other investing activities |
|
(573 |
) |
(12 |
) |
|
|
|
|
(585 |
) | |||||
Net cash used in investing activities |
|
(20,047 |
) |
(7,066 |
) |
|
|
|
|
(27,113 |
) | |||||
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
| |||||
Proceeds from revolving credit |
|
92,049 |
|
|
|
|
|
|
|
92,049 |
| |||||
Repayment of revolving credit |
|
(87,565 |
) |
|
|
|
|
|
|
(87,565 |
) | |||||
Repayment of long-term debt |
|
(218,986 |
) |
|
|
(309 |
) |
|
|
(219,295 |
) | |||||
Payments on capital leases |
|
(4,294 |
) |
|
|
|
|
|
|
(4,294 |
) | |||||
Proceeds from issuance of long-term debt |
|
258,880 |
|
|
|
|
|
|
|
258,880 |
| |||||
Debt issuance costs |
|
(9,960 |
) |
|
|
|
|
|
|
(9,960 |
) | |||||
Distribution to noncontrolling interest |
|
|
|
|
|
(1,641 |
) |
|
|
(1,641 |
) | |||||
Net cash provided by (used in) financing activities |
|
30,124 |
|
|
|
(1,950 |
) |
|
|
28,174 |
| |||||
Net increase in cash and cash equivalents |
|
6,581 |
|
483 |
|
2,576 |
|
|
|
9,640 |
| |||||
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
| |||||
Beginning of period |
|
537 |
|
675 |
|
9,561 |
|
|
|
10,773 |
| |||||
End of period |
|
$ |
7,118 |
|
$ |
1,158 |
|
$ |
12,137 |
|
$ |
|
|
$ |
20,413 |
|