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1. BUSINESS ORGANIZATION
Quality Distribution, Inc. (the "Company", "QDI", or "we") and its subsidiaries are engaged primarily in transportation of bulk chemicals in North America. We are the largest provider of intermodal ISO tank container and depot services in North America through our wholly owned subsidiary, Boasso America Corporation ("Boasso"), which also includes Greensville Transport Company ("Greensville"). In 2011, we entered the gas and oil frac shale energy markets, providing logistics services to these markets through our wholly owned subsidiaries, QC Energy Resources, Inc. and QC Energy Resources, LLC, collectively ("QCER"). We conduct a significant portion of our business through a network of independent affiliates and independent owner-operators. Independent affiliates are companies which enter into various term contracts with the Company. Independent affiliates are responsible for paying for their own power equipment (including debt service), fuel and other operating costs. Most of the independent affiliates lease trailers from us. Independent owner-operators are independent contractors, who, through a contract with us, supply one or more tractors and drivers for our use. Contracts with independent owner-operators may be terminated by either party on short notice. We charge independent affiliates and third parties for the use of tractors and trailers as necessary. In exchange for the services rendered, independent affiliates and independent owner-operators are normally paid a percentage of the revenues collected on each load hauled.
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2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States using U.S. dollars as the reporting currency as the majority of our business is in the U.S. The consolidated financial statements include the accounts of QDI and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Redeemable noncontrolling interest in 2010 reflected outstanding preferred stock of Chemical Leaman Corp. ("CLC"), a wholly-owned subsidiary of QDI, which was fully redeemed in 2011.
An amount of $1.1 million related to an insurance premium refund received was identified as a prior period error which was corrected and recorded during the fourth quarter of 2011. We concluded that this adjustment was not material to our interim and annual consolidated financial statements for 2011 or the financial statements for any prior period based on our consideration of quantitative and qualitative factors.
Reclassification
Certain prior period amounts have been reclassified amongst operating expense line items to conform to the current year presentation.
Cash and Cash Equivalents
We consider all highly liquid investments with original maturities of three months or less to be cash equivalents. Book overdrafts are included in accounts payable.
Allowance for Uncollectible Receivables
We have established a reserve for uncollectible receivables based on a combination of historical data, cash payment trends, specific customer issues, write-off trends, general economic conditions and other factors. We charge uncollectible amounts to our allowance based on various issues, including cash payment trends and specific customer issues. These factors are continuously monitored by our management to arrive at the estimate for the amount of accounts receivable that may be ultimately uncollectible. The receivables analyzed include trade receivables, as well as loans and advances made to independent affiliates and independent owner-operators.
Tires
We capitalize the cost of tires mounted on tractors and trailers that we acquire as a part of the total equipment cost and depreciate the cost over the useful life of the related equipment. Subsequent replacement tires are expensed at the time those tires are placed in service similar to other repairs and maintenance costs.
Property and Equipment and Impairment on Long-Lived Assets
Property and equipment expenditures, including tractor and trailer rebuilds that extend the useful lives of such equipment, are capitalized and recorded at cost. For financial statement purposes, these assets are depreciated using the straight-line method over the estimated useful lives of the assets to an estimated salvage value.
The asset lives used are presented in the following table:
| Average Lives (in years) | ||
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Buildings and improvements |
10 - 25 | |
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Tractors and terminal equipment |
5 - 7 | |
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Trailers |
15 - 20 | |
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Energy market equipment |
4 - 15 | |
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Furniture and fixtures |
3 - 5 | |
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Other equipment |
3 - 10 |
Tractor and trailer rebuilds, which are recurring in nature and extend the lives of the related assets, are capitalized and depreciated over the period of extension, generally 3 to 10 years, based on the type and extent of these rebuilds. Maintenance and repairs are charged directly to expense as incurred. Major improvements that extend the lives of the assets are capitalized. Management estimates the useful lives of these assets based on historical trends and the age of the assets when placed in service, and any changes in the actual lives could result in material changes in the periodic depreciation and resulting net book value of these assets. Additionally, we estimate the salvage values of these assets based on historical sales of disposals, and any changes in the actual salvage values could also affect the periodic depreciation and resulting net book value of these assets.
Furthermore, we evaluate the recoverability of our long-lived assets whenever adverse events or changes in the business climate indicate that the expected undiscounted future cash flows from the related asset may be less than previously anticipated. If the net book value of the related asset exceeds the undiscounted future cash flows of the asset, the carrying amount would be reduced to fair value and an impairment loss would be recognized. This analysis requires us to make significant estimates and assumptions in projecting future cash flows, and changes in facts and circumstances could result in material changes in the amount of any write-offs for impairment.
Goodwill and Intangible Assets—We evaluate goodwill and indefinite-lived intangible assets for impairment at least annually during the second quarter with a measurement date of June 30, and more frequently if indicators of impairment arise, in accordance with Financial Accounting Standards Board ("FASB") guidance on goodwill and other intangible assets. We evaluate goodwill for impairment by determining the fair value for each reporting unit to which our goodwill relates. At June 30, 2011, our intermodal segment was our only reporting unit that contained goodwill. Our intermodal segment contains goodwill and other identifiable intangible assets associated with our Boasso acquisition in December 2007 and our Greensville acquisition in November 2011 .
The methodology applied in the analysis performed at June 30, 2011 was consistent with the methodology applied in prior years, but was based on updated assumptions, as appropriate. As a result of our analysis, we concluded no impairment had occurred as of June 30, 2011 and 2010. As a result of our analysis at June 30, 2009, a total impairment charge to goodwill of $146.2 million was necessary, of which $144.3 million was related to our chemical logistics segment, eliminating 100% of the carrying amount of goodwill of that segment, and $1.9 million was related to our intermodal segment.
We continued to evaluate indicators of impairment quarterly following our annual goodwill impairment test at June 30, 2011 through year end 2011, including the quarter ended December 31, 2011. There were no indications that a triggering event had occurred as of December 31, 2011. As of December 31, 2011, we had total goodwill of $31.3 million, all of which was allocated to our intermodal segment. As of December 31, 2011, we had total intangibles of $18.5 million, of which $17.9 million was allocated to our intermodal segment and $0.6 million was allocated to our chemical logistics segment.
Goodwill
Under the FASB guidance, the process of evaluating the potential impairment of goodwill involves a two-step process and requires significant judgment at many points during the analysis. In the first step, we determine whether there is an indication of impairment by comparing the fair value of a reporting unit to its carrying amount, including goodwill. If, based on the first step, we determine that there is an indication of goodwill impairment, we assess the impairment in step two in accordance with the FASB guidance.
In the first step, we determine the fair value for each reporting unit using a combination of two valuation approaches: the market approach and the income approach. The market approach uses a guideline company methodology which is based upon a comparison of us to similar publicly-traded companies within our industry. We derive a market value of invested capital or business enterprise value for each comparable company by multiplying the price per share of common stock of the publicly traded companies by their total common shares outstanding and adding each company's current level of debt. We calculate a business enterprise multiple based on revenue and earnings from each company then apply those multiples to each reporting unit's revenue and earnings to conclude a reporting unit business enterprise value. Assumptions regarding the selection of comparable companies are made based on, among other factors, capital structure, operating environment and industry. As the comparable companies were typically larger and more diversified than our reporting units, multiples were adjusted prior to application to our reporting units' revenues and earnings to reflect differences in margins, long-term growth prospects and market capitalization.
The income approach uses a discounted debt-free cash flow analysis to measure fair value by estimating the present value of future economic benefits. To perform the discounted debt-free cash flow analysis, we develop a pro forma analysis of each reporting unit to estimate future available debt-free cash flow and discounting estimated debt-free cash flow by an estimated industry weighted average cost of capital based on the same comparable companies used in the market approach. Per the FASB guidance, the weighted average cost of capital is based on inputs (e.g., capital structure, risk, etc.) from a market participant's perspective and not necessarily from the reporting unit or QDI's perspective. Future cash flow is projected based on assumptions for our economic growth, industry expansion, future operations and the discount rate, all of which require significant judgments by management.
After computing a separate business enterprise value under the income approach and market approach, we apply a weighting to them to derive the business enterprise value of the reporting unit. The income approach and market approach were both weighted 50% in the analysis performed at June 30, 2011. The weightings are evaluated each time a goodwill impairment assessment is performed and give consideration to the relative reliability of each approach at that time. Given that the business enterprise value derived from the market approach supported what was calculated in the income approach, we believed that both approaches should be equally weighted. Based on these weightings we calculated a business enterprise value for the reporting unit. We then add debt-free liabilities of the reporting unit to the calculated business enterprise value to derive an implied fair value of the reporting unit. The implied fair value is then compared to the reporting unit's carrying value of total assets. Upon completion of the analysis in step one, we determined that the fair value of our intermodal reporting unit exceeded its carrying value. As such, a step two analysis was not required.
Intangible assets
To determine the implied fair value of our indefinite-lived intangible assets, we utilize the relief from royalty method, pursuant to which those assets are valued by reference to the amount of royalty income they would generate if licensed in an arm's length transaction. Under the relief from royalty method, similar to the discounted cash flow method, estimated net revenues expected to be generated by the asset during its life are multiplied by a benchmark royalty rate and then discounted by the estimated weighted average cost of capital associated with the asset. The resulting capitalized royalty stream is an indication of the value of owning the asset. Based upon management's review of the value of the indefinite-lived intangible assets in our intermodal segment, we determined that the implied fair value exceeded its carrying value.
If there are changes to the methods used to allocate carrying values, if management's estimates of future operating results change, if there are changes in the identified reporting units or if there are changes to other significant assumptions, the estimated carrying values for each reporting unit and the estimated fair value of our goodwill could change significantly, and could result in future impairment charges, which could materially impact our results of operations and financial condition.
Other Assets—Deferred Loan Costs
Costs incurred to issue debt are deferred and amortized as a component of interest expense over the estimated term of the related debt using the effective interest rate method.
Taxation
We use the liability method of accounting for income taxes. If, on the basis of available evidence, it is more likely than not that all or a portion of the deferred tax asset will not be realized, the asset must be reduced by a valuation allowance. Any change in the actual future results of operations could impact the valuation of the net deferred tax asset.
A valuation allowance has been maintained for 100% of our net deferred tax asset as we believe it does not meet the "more likely than not" criteria. Our judgments regarding future taxable income may change due to changes in market conditions, changes in tax laws or other factors. If any of the assumptions and related estimates changes in the future, it may impact the valuation allowance and related income tax expense in the same period.
During the second quarter of 2009, an impairment charge of $148.6 million was recorded and as a result the Company determined that it was in a cumulative loss position. We based this analysis on a rolling thirty-six month calculation of U.S. earnings along with other criteria at each reporting date. As a result of this negative evidence, we determined that it was more likely than not that the Company's net deferred tax asset was not realizable. For purposes of assessing realizability of the deferred tax assets, cumulative losses in recent years were considered significant negative evidence and caused us to conclude that the Company would not fully realize the deferred tax assets. This evidence was weighed against positive evidence such as positive forecasted earnings and when our net operating loss carryforward will expire. The negative evidence outweighed the positive evidence and as a result, a $41.2 million deferred tax valuation allowance was recorded.
At December 31, 2011 we had an estimated $77.0 million in federal net operating loss carryforwards, $3.0 million of unrecognized federal operating loss carryforwards related to excess stock compensation deductions and uncertain tax position deductions, $2.4 million in alternative minimum tax credit carryforwards and $4.8 million in foreign tax credit carryforwards. The net operating loss carryforwards will expire in the years 2018 through 2030, while the alternative minimum tax credits may be carried forward indefinitely and the foreign tax credits may be carried forward for 10 years. We do not have a history of net operating loss or tax credit carryforwards expiring unused; however, we have determined based on the weight of available evidence that it is more likely than not that some or all of the carryforwards may expire.
We continue to evaluate quarterly, the positive and negative evidence regarding the realization of net deferred tax assets in accordance with FASB guidance for income taxes. Included in this assessment are estimates of projected future taxable income, our measurement of whether there are cumulative losses in recent years, and certain other criteria. Significant management judgment is required in this process and based on our assessment as of December 31, 2011, we concluded that realization is not assured and it is more likely than not that our deferred tax asset will not be realized. Therefore, we maintain a 100% valuation allowance against the deferred tax asset.
Under FASB guidance, we account for uncertain tax positions using a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as we have to determine the probability of various possible outcomes. We re-evaluate these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision.
Environmental liabilities
We have reserved for potential environmental liabilities based on the best estimates of potential clean-up and remediation for known environmental sites. We employ a staff of environmental professionals to administer all phases of our environmental programs and use outside experts where needed. These professionals develop estimates of potential liabilities at these sites based on projected and known remediation costs. These cost projections are determined through previous experiences with other sites and through bids from third-party contractors. Management believes current reserves are reasonable based on current information, but estimates of environmental reserves and exposures may be affected by information subsequently received.
Accrued Loss and Damage Claims
We currently maintain liability insurance for bodily injury and property damage claims, covering all employees, independent owner-operators and independent affiliates, and workers' compensation insurance coverage on our employees and company drivers. This insurance includes deductibles of $2.0 million per incident for bodily injury and property damage and $1.0 million for workers' compensation. As such, we are subject to liability as a self-insurer to the extent of these deductibles under the policy. We are self-insured for damage to the equipment we own or lease and for cargo losses. As of December 31, 2011, we had $22.9 million in an outstanding letter of credit to our insurance administrator to guarantee the self-insurance portion of our liability. If we fail to meet certain terms of our agreement, the insurance administrator may draw down the letter of credit. In developing liability reserves, we rely on professional third party claims administrators, insurance company estimates and the judgment of our own safety department personnel, and independent professional actuaries and attorneys. The most significant assumptions used in the estimation process include determining the trends in loss costs, the expected consistency in the frequency and severity of claims incurred but not yet reported to prior-year claims, and expected costs to settle unpaid claims. Management believes reserves are reasonable given known information, but as each case develops, estimates may change to reflect the effect of new information.
Redeemable Noncontrolling Interest
Shares of Series C preferred stock of our subsidiary, CLC, were held by two shareholders that were affiliated with us. These shareholders were entitled to dividends on each of their shares of Series C preferred stock, payable quarterly, at a rate of 8.0% (or $480 per preferred share) per annum. At December 31, 2010, all 302 shares were outstanding, fully redeemable and carried at a maximum aggregate redemption value of $1.8 million in accordance with FASB guidance. In 2009, we adopted FASB guidance that required us to report the noncontrolling interest as a temporary equity item. On March 3, 2011, we fully redeemed all 302 shares for $1.8 million plus accrued dividends through the redemption date.
Foreign Currency Translation
The translation from Canadian dollars to U.S. dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted-average exchange rate in effect during the period. The gains or losses, net of income taxes, resulting from such translation are included in shareholders' deficit as a component of accumulated other comprehensive loss. Gains or losses from foreign currency transactions are included in other expense.
Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss are as follows as of December 31 (in thousands):
| 2011 | 2010 | |||||||
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Unrecognized loss and prior service costs |
$ | 30,244 | $ | 25,031 | ||||
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Foreign currency translation adjustment |
1,137 | 1,163 | ||||||
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| $ | 31,381 | $ | 26,194 | |||||
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Revenue Recognition
Transportation revenue, including fuel surcharges and related costs, is recognized on the date freight is delivered. Service revenue consists primarily of rental revenues (primarily tractor and trailer rental), intermodal and depot revenues, tank wash revenues and insurance related administrative services. Rental revenues from independent affiliates, independent owner-operators and third parties are recognized ratably over the lease period. Intermodal and depot revenues, consisting primarily of repair and storage services, are recognized when the services are rendered. During the periods that we operated our tank wash business, tank wash revenues were recognized when the wash was completed. Insurance related administrative service revenues are recorded ratably over the service period. We recognize all revenues on a gross basis as the principal and primary obligor with risk of loss in relation to our responsibility for completion of services as contracted with our customers.
Service Revenue
The components of service revenue are as follows for the year ended December 31 (in thousands):
| 2011 | 2010 | 2009 | ||||||||||
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Rental revenue |
$ | 50,726 | $ | 53,911 | $ | 42,115 | ||||||
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Intermodal and depot revenues |
42,169 | 37,004 | 31,161 | |||||||||
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Tank wash revenue |
— | — | 19,530 | |||||||||
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Other revenue |
17,693 | 16,559 | 12,148 | |||||||||
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| $ | 110,588 | $ | 107,474 | $ | 104,954 | |||||||
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Share-Based Compensation
Under the FASB guidance, we apply the Black-Scholes valuation model in determining the fair value of share-based payments to employees and directors. The resulting compensation expense is recognized over the requisite service period, which is generally the option vesting term of two to four years. Please refer to Note 19 for further discussion regarding stock-based compensation.
Leased Assets
We have both capital and operating leases. The initial leases for most of our tractors and trailers have terms that range from four to six years. Some leases require us to pay the lessor a minimum residual amount at the end of the lease. For operating leases, we accrue this residual by recording a prepaid rent amount and amortizing a monthly amount as rental expense and also record a liability that is increased every year by recognizing interest expense. This residual amount is recorded in the balance sheet category "Other non-current liabilities." For capital leases, the residual is included as part of the cost of the capitalized leased asset.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Net Income (Loss) Per Common Share
Basic net income (loss) per common share is calculated based on the weighted-average common shares outstanding during each period. Diluted income (loss) per common share includes the dilutive effect, if any, of common equivalent shares outstanding during each period.
New Accounting Pronouncements
In December 2010, FASB issued amended guidance to clarify the acquisition date that should be used for reporting pro forma financial information for business combinations. If comparative financial statements are presented, the pro forma revenue and earnings of the combined entity for the comparable prior reporting period should be reported as though the acquisition date had been completed as of the beginning of the comparable prior annual reporting period. The amendments in this guidance are effective prospectively for business combinations for which the acquisition date is on or after January 1, 2011.
In December 2010, the FASB also issued amendments to the guidance on goodwill impairment testing. The amendments modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In making that determination, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. These amendments are effective for fiscal years and interim periods beginning January 1, 2011. Adoption of these amendments did not have an impact on the Company's financial position, results of operations or cash flows.
In June 2011, the FASB updated its guidance on comprehensive income. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders' equity. Instead, the Company must report comprehensive income in either a single continuous statement of comprehensive income which contains two segments, net income and other comprehensive income, or in two separate but consecutive statements. This amendment is effective for public companies during the interim and annual periods beginning after December 15, 2011 with early adoption permitted. The Company adopted this amended guidance for its fiscal year ending December 31, 2011 by presenting a separate statement of comprehensive income.
In September 2011, the FASB issued additional amendments to the guidance on goodwill testing for impairment by permitting an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. This amendment is effective for fiscal years beginning after December 31, 2011, with early adoption permitted in limited circumstances. Adoption of this amendment is not expected to have an impact on the Company's financial position, results of operations or cash flows.
In September 2011, the FASB issued amended guidance that requires employers to provide additional separate disclosures for multi-employer pension plans and multi-employer other postretirement benefit plans. The additional quantitative and qualitative disclosures will provide users with more detailed information about an employer's involvement in multi-employer pension plans. The new disclosure requirements are required for fiscal years ending after December 15, 2011. The Company adopted this amended guidance for its fiscal year ending December 31, 2011.
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3. VARIABLE INTEREST ENTITIES
At December 31, 2011, we hold a variable interest in one variable interest entity ("VIE") for which we are not the primary beneficiary. We have concluded, based on our qualitative consideration of our contract with the VIE, the operating structure of the VIE and our role with the VIE that we do not have the power to direct activities that most significantly impact its economic performance. Therefore, we are not required to consolidate the operations of this VIE.
The VIE is an independent affiliate that is directly engaged in the dry bulk business through the management of three trucking terminals in the North East region of the U.S. As such, this business is highly seasonal. We are involved with this VIE as a non-controlling interest. Our maximum exposure to loss as a result of our involvement with this unconsolidated VIE is limited to our recorded loans receivable which aggregated approximately $2.6 million at December 31, 2011. These loans are secured by a second priority lien on assets of the VIE.
Severe winter weather in the fourth quarter of 2010 and the first quarter of 2011 created cash flow constraints for this VIE in the first quarter of 2011. While the VIE's business and cash flow improved throughout the remainder of 2011, as expected, we remain reliant on collateral for the repayment of our loans. During the first quarter of 2011, we recorded a $0.5 million reserve against our $2.6 million of loans receivable. This reserve was reversed during the fourth quarter of 2011 based on an assessment of the VIE's improved business performance and the Company's improved collateral position.
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4. FAIR VALUE OF FINANCIAL INSTRUMENTS
The three-level valuation hierarchy for fair value measurements is based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. These two types of inputs create the following fair value hierarchy:
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Level 1 — Quoted prices for identical instruments in active markets; |
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Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose significant inputs are observable: and |
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Level 3 — Instruments whose significant inputs are unobservable. |
Following is a description of the valuation methodologies we used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy.
Fair Value Measurements on a Nonrecurring Basis
Long-term indebtedness
The fair value of our long-term indebtedness is based on level 2 quoted market prices. As of December 31, 2011, the carrying value and fair value are as follows (in thousands):
| Carrying Value |
Fair Value | |||||||
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9.875% Second-Priority Senior Secured Notes, due 2018 |
$ | 225,000 | $ | 231,188 | ||||
Our asset-based loan facility (the "New ABL Facility") is variable rate debt and approximates fair value.
The carrying amounts reported in the accompanying balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the immediate or short-term maturities of these financial instruments.
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6. ACQUISITIONS AND DISPOSITIONS
On November 1, 2011, Boasso acquired all of the outstanding stock of Greensville Transport Company ("Greensville"). The purchase price was $8.6 million, paid in cash, with an additional $0.5 million to be paid in cash, subject to Greensville meeting certain future operating performance criteria. An additional $0.4 million will be paid in cash for a 338(h)(10) tax election. Greensville is headquartered in Chesapeake, Virginia and is a leading provider of ISO tank container and depot services with access to ports in Virginia, Maryland and South Carolina. For its fiscal year ended December 31, 2010, Greensville had revenues of approximately $8.0 million. Proforma information for the acquisition has not been presented as the acquisition was not significant.
During 2010, we did not complete any acquisitions or dispositions of businesses.
On October 10, 2009, we sold substantially all of the operating assets of our tank wash subsidiary, Quala Systems, Inc, ("QSI"), for $13.0 million, of which $10.0 million was paid in cash and the remaining $3.0 million in a subordinated note. The subordinated note is a five year non-amortizing note which matures on December 31, 2014. The principal is payable in a lump sum at maturity. Interest is payable quarterly at 7% per annum commencing December 31, 2009. In connection with the sale, QSI entered into various agreements with the purchaser, which is not affiliated with us, including long-term leases of real estate used in the tank wash business and various operating agreements. The assets sold had a net book value of $4.9 million, which included $4.3 million of equipment, $0.4 million of inventory, and $0.2 million of intangible assets. The sold QSI business generated approximately $19.5 million of revenue in 2009 from tank wash and related operations. Following the sale of the QSI business, we have purchased tank wash services (which were previously provided by QSI) from the acquirer of QSI's tank wash assets and we expect to continue to do so in the future. Since we expect these continuing cash outflows to be significant, the sold QSI business did not qualify as a discontinued operation under FASB guidance. Therefore, we recorded a pre-tax gain of $7.1 million in the fourth quarter of 2009 as part of our operating income.
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7. SELECTED QUARTERLY FINANCIAL DATA (Unaudited) (In thousands, except per share data)
| Quarter Ended | ||||||||||||||||
| March 31 | June 30 | September 30 | December 31 | |||||||||||||
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2011 |
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Operating revenues |
$ | 177,910 | $ | 189,993 | $ | 199,298 | $ | 178,750 | ||||||||
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Operating income |
12,193 | 16,939 | 15,286 | 13,261 | ||||||||||||
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Net income |
2,722 | 9,046 | 6,187 | 5,476 | ||||||||||||
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Income per share—basic |
0.12 | 0.39 | 0.26 | 0.23 | ||||||||||||
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Income per share—diluted |
0.12 | 0.37 | 0.25 | 0.22 | ||||||||||||
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2010 |
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Operating revenues |
$ | 161,333 | $ | 177,552 | $ | 181,948 | $ | 165,765 | ||||||||
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Operating income |
8,684 | 11,223 | 9,837 | 6,991 | ||||||||||||
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Net income (loss) |
798 | 2,056 | 421 | (10,681 | ) | |||||||||||
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Income (loss) per share—basic |
0.04 | 0.10 | 0.02 | (0.51 | ) | |||||||||||
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Income (loss) per share—diluted |
0.04 | 0.09 | 0.02 | (0.51 | ) | |||||||||||
In 2011, we recognized a restructuring credit of $0.5 million in the first quarter. Results for the first quarter of 2011 include a write-off of debt issuance costs of $1.8 million related to the partial redemption of our 2013 PIK Notes. Results for the third quarter of 2011 include a write-off of debt issuance costs of $0.3 million related to the final redemption of our 2013 PIK Notes and a write-off of debt issuance costs of $0.9 million related to the refinancing of our Previous ABL Facility.
In 2010, we recognized $7.8 million in restructuring costs. Results for the fourth quarter of 2010 include a $7.4 million write-off of debt issuance costs related to the issuance of our 2018 Notes and subsequent redemption of other notes.
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8. RESTRUCTURING
We account for restructuring costs associated with one-time termination benefits, costs associated with lease and contract terminations and other related exit activities in accordance with FASB's guidance. We previously made estimates of the costs to be incurred as part of a restructuring plan developed during 2008 and concluded at the end of 2010. The restructuring plan consisted of various actions including termination of approximately 380 non-driver positions and the consolidation, closure or affiliation of underperforming company terminals, our withdrawal from three multi-employer pension plans and costs associated with the consolidation of our corporate headquarters, and resulted in charges during 2008, 2009 and 2010 primarily related to our chemical logistics segment. As of December 31, 2011, $2.8 million was accrued related to the restructuring charges which are expected to be paid through 2017. This amount reflects a reduction of $0.5 million recorded in the second quarter of 2011, due to lower than anticipated costs to discharge our withdrawal liability from one multi-employer pension plan.
In the year ended December 31, 2011, we had the following activity in our restructuring accrual (in thousands):
| Balance at December 31, 2010 |
Additions | Payments | Reductions | Balance at December 31, 2011 |
||||||||||||||||
|
Restructuring accrual |
$ | 5,449 | $ | — | $ | (2,146 | ) | $ | (521 | ) | $ | 2,782 | ||||||||
|
|||
9. SEGMENT REPORTING
Reportable Segments
In connection with our entry into the gas and oil frac shale energy market in 2011, a new segment for financial reporting purposes was identified during the fourth quarter of 2011, to better distinguish logistics services to the energy markets from logistics services to the chemical markets based upon how these businesses are managed. Our previous logistics segment was renamed Chemical Logistics.
We have three reportable business segments for financial reporting purposes that are distinguished primarily on the basis of services offered:
| |
Chemical Logistics, which consists of the transportation of bulk chemicals primarily through our network of 29 independent affiliates, and equipment rental income; |
| |
Energy Logistics, which consists primarily of the transportation of fresh water, disposal water and oil for the energy logistics markets, primarily through 2 independent affiliates; and |
| |
Intermodal, which consists solely of Boasso and Greensville's International Organization for Standardization or intermodal ISO tank container transportation and depot services supporting the international movement of bulk liquids. |
Segment revenues and operating income include fuel surcharge to the chemical logistics and intermodal segments. The operating income reported in our segments excludes amounts such as gains and losses on disposal of property and equipment, restructuring costs, impairment charge, corporate and other unallocated amounts. Corporate and unallocated amounts include depreciation and amortization and other gains and losses and are included in our chemical logistics segment. Although these amounts are excluded from the business segment results, they are included in reported consolidated earnings. In 2009, revenues contained in the "other" segment represent revenues from our tank wash business which was sold during the fourth quarter of 2009. We have not provided specific asset information by segment, as it is not regularly provided to our chief operating decision maker for review.
Summarized segment data and a reconciliation to income (loss) before income taxes for the years ended December 31 follows (in thousands):
| December 31, 2011 | ||||||||||||||||||||
| Chemical Logistics |
Energy Logistics |
Intermodal | Other | Total | ||||||||||||||||
|
Operating Revenues: |
||||||||||||||||||||
|
Transportation |
$ | 429,769 | $ | 29,432 | $ | 58,579 | $ | — | $ | 517,780 | ||||||||||
|
Service revenue |
67,414 | 1,006 | 42,168 | — | 110,588 | |||||||||||||||
|
Fuel surcharge |
103,487 | 64 | 14,032 | — | 117,583 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Total operating revenues |
600,670 | 30,502 | 114,779 | — | 745,951 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Segment operating income |
48,444 | 3,081 | 18,728 | — | 70,253 | |||||||||||||||
|
Depreciation & amortization |
10,418 | 785 | 3,210 | — | 14,413 | |||||||||||||||
|
Other income |
(1,684 | ) | — | (155 | ) | — | (1,839 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Operating income |
39,710 | 2,296 | 15,673 | — | 57,679 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Interest expense |
23,447 | — | 6,050 | — | 29,497 | |||||||||||||||
|
Interest income |
(585 | ) | — | — | — | (585 | ) | |||||||||||||
|
Other expense |
2,329 | — | 1,066 | — | 3,395 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Income before income taxes |
$ | 14,519 | $ | 2,296 | $ | 8,557 | $ | — | $ | 25,372 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| December 31, 2010 | ||||||||||||||||||||
| Chemical Logistics |
Energy Logistics |
Intermodal | Other | Total | ||||||||||||||||
|
Operating Revenues: |
||||||||||||||||||||
|
Transportation |
$ | 442,576 | $ | — | $ | 55,870 | $ | — | $ | 498,446 | ||||||||||
|
Service revenue |
70,470 | — | 37,004 | — | 107,474 | |||||||||||||||
|
Fuel surcharge |
72,053 | — | 8,625 | — | 80,678 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Total operating revenues |
585,099 | — | 101,499 | — | 686,598 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Segment operating income |
44,791 | — | 16,863 | — | 61,654 | |||||||||||||||
|
Depreciation & amortization |
13,033 | — | 2,971 | — | 16,004 | |||||||||||||||
|
Other expense (income) |
8,901 | — | 14 | — | 8,915 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Operating income |
22,857 | — | 13,878 | — | 36,735 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Interest expense |
30,105 | — | 6,065 | — | 36,170 | |||||||||||||||
|
Interest income |
(622 | ) | — | — | — | (622 | ) | |||||||||||||
|
Other expense |
7,033 | — | 1,149 | — | 8,182 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
(Loss) income before income taxes |
$ | (13,659 | ) | $ | — | $ | 6,664 | $ | — | $ | (6,995 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| December 31, 2009 | ||||||||||||||||||||
| Chemical Logistics |
Energy Logistics |
Intermodal | Other | Total | ||||||||||||||||
|
Operating Revenues: |
||||||||||||||||||||
|
Transportation |
$ | 411,213 | $ | — | $ | 43,445 | $ | — | $ | 454,658 | ||||||||||
|
Service revenue |
58,433 | — | 31,161 | 15,360 | 104,954 | |||||||||||||||
|
Fuel surcharge |
49,104 | — | 4,893 | — | 53,997 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Total operating revenues |
518,750 | — | 79,499 | 15,360 | 613,609 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Segment operating income |
36,961 | — | 11,287 | 2,240 | 50,488 | |||||||||||||||
|
Depreciation & amortization |
16,028 | — | 2,790 | 1,400 | 20,218 | |||||||||||||||
|
Impairment charge (1) |
144,306 | — | 4,324 | — | 148,630 | |||||||||||||||
|
Other expense (income) |
3,972 | — | 11 | (7,167 | ) | (3,184 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Operating (loss) income |
(127,345 | ) | — | 4,162 | 8,007 | (115,176 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Interest expense |
22,250 | — | 6, 085 | — | 28,335 | |||||||||||||||
|
Interest income |
(241 | ) | — | — | (47 | ) | (288 | ) | ||||||||||||
|
Other (income) expense |
(1,377 | ) | — | 1,427 | 12 | 62 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
(Loss) income before income taxes |
$ | (147,977 | ) | $ | — | $ | (3,350 | ) | $ | 8,042 | $ | (143,285 | ) | |||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| (1) | Includes an impairment charge of $144.3 million related to our chemical logistics segment and an impairment charge of $4.3 million related to our intermodal segment related to goodwill and intangible assets. |
|
|||
10. GEOGRAPHIC SEGMENTS
Our operations are located primarily in the United States, Canada, and Mexico. Inter-area sales are not significant to the total revenue of any geographic area. Information about our operations in different geographic areas for the years ended December 31 is as follows (in thousands):
| 2011 | ||||||||||||
| U.S. | International | Consolidated | ||||||||||
|
Total operating revenues |
$ | 700,641 | $ | 45,310 | $ | 745,951 | ||||||
|
Operating income |
50,083 | 7,596 | 57,679 | |||||||||
|
Long-term identifiable assets (1) |
119,879 | 6,013 | 125,892 | |||||||||
| 2010 | ||||||||||||
| U.S. | International | Consolidated | ||||||||||
|
Total operating revenues |
$ | 648,634 | $ | 37,964 | $ | 686,598 | ||||||
|
Operating income |
32,086 | 4,649 | 36,735 | |||||||||
|
Long-term identifiable assets (1) |
106,148 | 7,271 | 113,419 | |||||||||
| 2009 | ||||||||||||
| U.S. | International | Consolidated | ||||||||||
|
Total operating revenues |
$ | 576,405 | $ | 37,204 | $ | 613,609 | ||||||
|
Operating (loss) income |
(119,288 | ) | 4,112 | (115,176 | ) | |||||||
|
Long-term identifiable assets (1) |
119,340 | 7,989 | 127,329 | |||||||||
| (1) | Includes property and equipment. |
|
|||
11. ACCOUNTS RECEIVABLE
Accounts receivable consisted of the following at December 31 (in thousands):
| 2011 | 2010 | |||||||
|
Trade accounts receivable |
$ | 86,092 | $ | 73,527 | ||||
|
Independent affiliate and independent owner-operator receivables |
2,487 | 6,893 | ||||||
|
Other receivables |
2,662 | 1,317 | ||||||
|
|
|
|
|
|||||
| 91,241 | 81,737 | |||||||
|
Less allowance for doubtful accounts |
(674 | ) | (842 | ) | ||||
|
|
|
|
|
|||||
| $ | 90,567 | $ | 80,895 | |||||
|
|
|
|
|
|||||
The activity in the allowance for doubtful accounts for the years ended December 31 is as follows (in thousands):
| 2011 | 2010 | |||||||
|
Balance, beginning of period |
$ | (842 | ) | $ | (1,804 | ) | ||
|
Adjustment to bad debt expense |
800 | 1,279 | ||||||
|
Write-offs, net of recoveries |
(632 | ) | (317 | ) | ||||
|
|
|
|
|
|||||
|
Balance, end of period |
$ | (674 | ) | $ | (842 | ) | ||
|
|
|
|
|
|||||
|
|||
12. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at December 31 (in thousands):
| 2011 | 2010 | |||||||
|
Land and improvements |
$ | 13,462 | $ | 12,907 | ||||
|
Buildings and improvements |
26,903 | 24,851 | ||||||
|
Revenue equipment |
190,175 | 203,279 | ||||||
|
Other equipment |
31,946 | 24,281 | ||||||
|
|
|
|
|
|||||
|
Total property and equipment |
262,486 | 265,318 | ||||||
|
Accumulated depreciation |
(136,594 | ) | (151,899 | ) | ||||
|
|
|
|
|
|||||
|
Property and equipment, net |
$ | 125,892 | $ | 113,419 | ||||
|
|
|
|
|
|||||
Depreciation expense was $13.0 million, $14.5 million and $18.6 million for the years ending December 31, 2011, 2010 and 2009, respectively. At December 31, 2011 and 2010, we had $17.6 million and $19.2 million of capitalized cost and $2.8 million and $3.2 million of accumulated depreciation of equipment under capital leases, respectively, included in revenue equipment in the above schedule.
|
|||
13. GOODWILL AND INTANGIBLE ASSETS
Goodwill
Under the FASB guidance, goodwill and indefinite-lived intangible assets are subject to an annual impairment test as well as impairment assessments when certain triggering events occur. We evaluate goodwill for impairment by determining the fair value based on criteria in the FASB guidance for each reporting unit to which our goodwill relates. These reporting units may contain goodwill and other identifiable intangible assets as a result of previous business acquisitions. Our annual impairment test is performed during the second quarter with a measurement date of June 30. The methodology applied in the analysis performed at June 30, 2011 was consistent with the methodology applied in prior years, but was based on updated assumptions, as appropriate. As a result of our analysis, we concluded no impairment had occurred as of June 30, 2011 and 2010. As a result of our analysis as of June 30, 2009, we recorded a total impairment charge to goodwill of $146.2 million, of which $144.3 million was related to our chemical logistics segment, eliminating 100% of the carrying amount of goodwill of that segment, and $1.9 million was related to our intermodal segment.
As the result of the June 30, 2009 impairment, we determined that we were in a cumulative loss position. Based on this negative evidence we concluded that it was no longer more likely than not that our net deferred tax asset was realizable. For purposes of assessing realizability of the deferred tax assets, this cumulative financial reporting loss position is considered significant negative evidence we will not be able to fully realize the deferred tax assets in the future. As a result, a $41.2 million deferred tax valuation allowance was recorded in 2009. Our judgments regarding future taxable income may change due to changes in market conditions, changes in tax laws, operating results or other factors. If any of these factors and related estimates changes in the future, it may increase or decrease the valuation allowance and related income tax expense in the same period.
Under the FASB guidance, the process of evaluating the potential impairment of goodwill requires significant judgment at many points during the analysis and involves a two-step process. In the first step, we determine whether there is an indication of impairment by comparing the fair value of a reporting unit to its carrying amount, including goodwill. If, based on the first step, we determine that there is an indication of goodwill impairment, the Company will measure any identified goodwill impairment in accordance with the FASB guidance.
In the first step, we determine the fair value for our reporting units using a combination of two valuation approaches: the market approach and the income approach. The market approach uses a guideline company methodology which is based upon a comparison of us to similar publicly-traded companies within our industry. We derive a market value of invested capital or business enterprise value for each comparable company by multiplying the price per share of common stock of the publicly traded companies by their total common shares outstanding and adding each company's current level of debt. We calculate a business enterprise multiple based on revenue and earnings from each company, then apply those multiples to each reporting unit's revenue and earnings to conclude a reporting unit business enterprise value. Assumptions regarding the selection of comparable companies are made based on, among other factors, capital structure, operating environment and industry. As the comparable companies were typically larger and more diversified than our reporting units, multiples were adjusted prior to application to our reporting units' revenues and earnings to reflect differences in margins, long-term growth prospects and market capitalization.
The income approach uses a discounted debt-free cash flow analysis to measure fair value by estimating the present value of future economic benefits. To perform the discounted debt-free cash flow analysis, we develop a pro forma analysis of each reporting unit to estimate future available debt-free cash flow and discount estimated debt-free cash flow by an estimated industry weighted average cost of capital based on the same comparable companies used in the market approach. Per the FASB guidance, the weighted average cost of capital is based on inputs (e.g., capital structure, risk, etc.) from a market participant's perspective and not necessarily from the reporting unit or QDI's perspective. Future cash flow is projected based on assumptions for our economic growth, industry expansion, future operations and the discount rate, all of which require significant judgments by management.
Goodwill within our intermodal segment and the related changes were as follows (in thousands):
| 2009 | 2010 | Addition Acquisition of Greensville |
2011 | |||||||||||||
|
Intermodal |
$ | 27.0 | $ | 27.0 | $ | 4.3 | $ | 31.3 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Intangible Assets
Intangible assets at December 31, 2011 are as follows (in thousands):
| Gross book value |
Accumulated amortization |
2011 Additions |
Net book value |
Average lives (in years) | ||||||||||||||
|
Tradename |
$ | 7,400 | $ | — | $ | — | $ | 7,400 | Indefinite | |||||||||
|
Customer relationships |
11,900 | (4,000 | ) | 2,360 | 10,260 | 12 | ||||||||||||
|
Non-compete agreements |
2,593 | (2,409 | ) | 627 | 811 | 3 – 5 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| $ | 21,893 | $ | (6,409 | ) | $ | 2,987 | $ | 18,471 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
Of the total intangibles of $18.5 million at December 31, 2011, $17.9 million was allocated to our intermodal segment and $0.6 million was allocated to our chemical logistics segment.
Amortization expense for the years ended December 31, 2011, 2010, and 2009 was $1.4 million, $1.5 million and $1.6 million, respectively. Estimated amortization expense for intangible assets is as follows (in thousands):
|
2012 |
$ | 1,594 | ||
|
2013 |
1,385 | |||
|
2014 |
1,346 | |||
|
2015 |
1,214 | |||
|
2016 and after |
5,532 |
|
|||
14. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable includes $1.6 million and $0.5 million of book overdrafts at December 31, 2011 and 2010, respectively.
Accrued expenses include the following at December 31 (in thousands):
| 2011 | 2010 | |||||||
|
Salaries, wages and benefits |
$ | 5,519 | $ | 4,824 | ||||
|
Accrued interest |
4,184 | 4,080 | ||||||
|
Claims and deposits |
4,538 | 4,326 | ||||||
|
Taxes |
2,185 | 1,328 | ||||||
|
Other |
8,901 | 9,805 | ||||||
|
|
|
|
|
|||||
| $ | 25,327 | $ | 24,363 | |||||
|
|
|
|
|
|||||
|
|||
15. LONG-TERM INDEBTEDNESS
Long-term debt consisted of the following at December 31 (in thousands):
| 2011 | 2010 | |||||||
|
Capital lease obligations |
$ | 9,101 | $ | 12,850 | ||||
|
New ABL Facility |
65,500 | — | ||||||
|
Previous ABL Facility |
— | 38,500 | ||||||
|
11.75% Senior Subordinated PIK Notes, due 2013 |
— | 33,184 | ||||||
|
9.875% Second-Priority Senior Secured Notes, due 2018 |
225,000 | 225,000 | ||||||
|
Other Notes |
8,943 | 11,327 | ||||||
|
|
|
|
|
|||||
|
Long-term debt, including current maturities |
308,544 | 320,861 | ||||||
|
Discount on Notes |
(1,481 | ) | (3,529 | ) | ||||
|
|
|
|
|
|||||
| 307,063 | 317,332 | |||||||
|
Less current maturities of long-term debt (including capital lease obligations) |
(9,400 | ) | (8,563 | ) | ||||
|
|
|
|
|
|||||
|
Long-term debt, less current maturities (including capital lease obligations) |
$ | 297,663 | $ | 308,769 | ||||
|
|
|
|
|
|||||
The New ABL Facility
On August 19, 2011, we entered into the New ABL Facility. The New ABL Facility provides for a revolving credit facility with a maturity of five years and a maximum borrowing capacity of $250.0 million. The New ABL Facility includes sub-limit capacity of up to $150.0 million for letters of credit and up to $30.0 million for swingline borrowings on same-day notice. The New ABL Facility replaced the Previous ABL Facility. The proceeds of the New ABL Facility were used to repay all outstanding indebtedness under our Previous ABL Facility, and to pay related fees and expenses. The New ABL Facility is available for general corporate purposes, including permitted acquisitions. At December 31, 2011, we had $82.3 million of borrowing availability under the New ABL Facility.
Borrowings under the New ABL Facility bear interest at a rate equal to an applicable margin plus, at our option, either a base rate or LIBOR. The applicable margin at December 31, 2011 was 1.00% for base rate borrowings and 2.00% for LIBOR borrowings. The applicable margin for borrowings will be reduced or increased based on aggregate borrowing base availability under the New ABL Facility. The base rate is equal to the highest of the prime rate, the federal funds overnight rate plus 0.50% and 30-day LIBOR plus 1.00%. In addition to paying interest on outstanding principal under the New ABL Facility, we are required to pay an unutilized commitment fee to the lenders quarterly at a rate ranging from 0.25% to 0.50%, depending on the average utilization of the New ABL Facility. We also pay customary letter of credit fees quarterly. We may voluntarily repay outstanding loans under the New ABL Facility at any time without premium or penalty, other than customary "breakage" costs with respect to LIBOR loans. The interest rate on the New ABL Facility at December 31, 2011 was 2.3%.
The borrowing base for the New ABL Facility consists of eligible accounts receivable, inventory, tractor and trailer equipment, real property and certain other equipment.
We have $5.5 million of debt issuance costs relating to the New ABL Facility, of which $4.2 million related to the new issuance and $1.3 million related to unamortized debt issuance costs of the Previous ABL Facility. We are amortizing the debt issuance costs over the remaining term of the New ABL Facility.
The Previous ABL Facility
Our Previous ABL Facility consisted of a current asset tranche in the amount of $205.0 million and a fixed asset tranche in the amount of $20.0 million. The Previous ABL Facility included a sublimit of up to $150.0 million to issue letters of credit and was available for working capital needs and general corporate purposes, including permitted acquisitions.
The interest rate under the current asset tranche was based, at our option, on either the administrative agent's base rate plus 1.00% or on the Eurodollar LIBOR rate plus an applicable margin. The administrative agent's base rate was equal to the greater of the federal funds overnight rate plus 0.50% or the prime rate. The interest rate under the fixed asset tranche was based, at our option, on either the administrative agent's base rate plus 1.25% or on LIBOR plus an applicable margin. The applicable margin under either tranche was subject to increases or reductions based upon the amounts available for borrowing. The interest rate on the Previous ABL Facility at December 31, 2010 was 2.5%.
We incurred $6.9 million in debt issuance costs relating to the Previous ABL Facility. Upon the refinancing of the Previous ABL Facility with the New ABL Facility, we wrote off $0.9 million of unamortized debt issuance costs and the remaining unamortized debt issuance costs of $1.3 million were allocated to the New ABL Facility.
The refinancing of the Previous ABL Facility in August 2011 described above was treated partially as a debt modification and partially as a debt extinguishment in accordance with applicable FASB guidance.
9.875% Second-Priority Senior Secured Notes Due 2018
On November 3, 2010 we issued $225.0 million aggregate principal amount of the 2018 Notes. With the proceeds of the issuance of the 2018 Notes, we repaid at maturity our 9% Notes, fully redeemed our 2012 Notes and our 2013 Senior Notes, redeemed $47.5 million of our 2013 PIK Notes, and paid down a portion of our outstanding borrowings under the Previous ABL Facility.
Interest on the 2018 Notes is payable at a rate of 9.875% per annum, semiannually on May 1 and November 1 of each year. The payment obligations of QD LLC and QD Capital under the 2018 Notes are guaranteed by QDI and by all of its domestic subsidiaries other than immaterial subsidiaries. The 2018 Notes are senior obligations of QD LLC and QD Capital and are secured by a second-priority lien on certain assets. Pursuant to an intercreditor agreement, the liens on the collateral securing the 2018 Notes rank junior in right of payment to the New ABL Facility and obligations under certain hedging agreements and cash management obligations and certain other first-lien obligations.
The 2018 Notes mature on November 1, 2018. Prior to November 1, 2014, we may redeem the 2018 Notes, in whole or in part, at a price equal to 100% of the principal amount of the 2018 Notes redeemed, plus accrued and unpaid interest to the redemption date, plus an additional "make-whole premium" intended to capture the value of holding 2018 Notes through November 1, 2014, but not less than 1%. During any twelve-month period prior to November 1, 2014, we may also redeem up to 10% of the original aggregate principal amount of the 2018 Notes at a redemption price of 103%, plus accrued and unpaid interest to the redemption date. Additionally, at any time prior to November 1, 2013, we may redeem up to 35% of the principal amount of the 2018 Notes at a redemption price of 109.875%, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings so long as at least 50% of the aggregate original principal amount of the 2018 Notes remains outstanding afterwards. On or after November 1, 2014, we may redeem the 2018 Notes, in whole or in part, at the following prices (expressed as a percentage of principal amount), plus accrued and unpaid interest to the redemption date, if redeemed during the 12-month period commencing on November 1 of the years set forth below:
|
Period |
Redemption Price |
|||
|
2014 |
104.938 | % | ||
|
2015 |
102.469 | % | ||
|
2016 and thereafter |
100.000 | % | ||
We recorded $6.6 million in debt issuance costs relating to the 2018 Notes, of which $6.4 million was related to the new issuance and $0.2 million of unamortized debt issuance costs related to the 2013 Senior Notes. We are amortizing these costs over the term of the 2018 Notes.
11.75% Senior Subordinated PIK Notes Due 2013
On October 15, 2009, we issued $80.7 million aggregate principal amount of the 2013 PIK Notes. The payment obligations of QD LLC and QD Capital under the 2013 PIK Notes were guaranteed by QDI and by all of its domestic subsidiaries other than immaterial subsidiaries. The 2013 PIK Notes were unsecured senior subordinated obligations of QD LLC and QD Capital. Interest was payable on the 2013 PIK Notes at 11.75% per annum, payable 9% in cash and 2.75% in the form of additional 2013 PIK Notes.
On December 3, 2010 we redeemed $47.5 million of these notes plus accrued and unpaid interest, in conjunction with the issuance of the 2018 Notes. On December 10, 2010 and December 20, 2010, we repurchased $2.2 million and $0.3 million, respectively, of these notes plus accrued and unpaid interest. On January 20, 2011, we redeemed $10.0 million of these notes plus accrued and unpaid interest. On March 11, 2011, we redeemed $17.5 million of these notes plus accrued and unpaid interest. We redeemed the remaining $5.8 million of principal amount of our 2013 PIK Notes in July 2011.
We recorded $1.5 million in debt issuance costs related to the 2013 PIK Notes, of which $0.5 million of unamortized debt issuance costs related to the 9% Notes and $1.0 million related to the new issuance. In addition, we recorded $6.7 million in note issuance discount due to warrants issued concurrently with the issuance of the 2013 PIK Notes. The amount represented the fair market value of the warrants at time of issuance. In conjunction with the December 3, 2010 redemption and the December 10, 2010 and December 20, 2010 repurchases, we wrote off $7.4 million of unamortized debt issuance costs and unamortized original issue discount in the fourth quarter of 2010. In conjunction with the January 20, 2011 and March 11, 2011 redemptions, we wrote off $1.8 million of unamortized debt issuance costs and unamortized original issue costs in the first quarter of 2011. In conjunction with the July 20, 2011 final redemption, we wrote off the remaining $0.3 million of unamortized debt issuance costs and unamortized original issue costs in the third quarter of 2011.
10% Senior Notes Due 2013
On October 15, 2009, we issued approximately $134.5 million aggregate principal amount of the 2013 Senior Notes. On December 3, 2010, we fully redeemed the 2013 Senior Notes with a portion of the proceeds of the issuance of the 2018 Notes.
Senior Floating Rate Notes Due 2012
On January 28, 2005, we issued $85.0 million aggregate principal amount of our 2012 Notes. On December 18, 2007, we issued a second series of 2012 Notes in the original principal amount of $50.0 million. On December 3, 2010, we fully redeemed the remaining 2012 Notes with a portion of the proceeds of the issuance of the 2018 Notes.
9% Senior Subordinated Notes Due 2010
In 2003, we issued $125.0 million aggregate principal amount of our 9% Notes. On November 15, 2010, we repaid at maturity the remaining $16.0 million of 9% Notes with a portion of the proceeds of the issuance of the 2018 Notes. We incurred $5.5 million in debt issuance costs relating to the issuance of the 9% Notes. Approximately $0.5 million of unamortized debt issuance costs were included in debt issuance costs related to the 2013 Senior Notes. All remaining debt issuance costs have been fully amortized.
Accounting Treatment of 2010 Issuance of 2018 Notes
The issuance of the 2018 Notes, and the subsequent redemption of our 2012 Notes and our 2013 Senior Notes was treated primarily as a debt extinguishment and partially as a debt modification in accordance with applicable FASB guidance. Under applicable FASB guidance, costs incurred in connection with a modification and any existing unamortized discount are amortized as an adjustment to interest expense over the remaining term of the modified debt instruments using the effective interest method. Accordingly a pro-rata share of the existing unamortized deferred financing costs and original issue discount related to the 2012 Notes and the 2013 Senior Notes were aggregated with the debt issuance costs and original issue discount related to the 2018 Notes, and are being amortized over the remaining term of the new notes.
The portion of the 2013 PIK Notes which were redeemed and repaid was treated as an extinguishment of debt. We did not recognize a gain or loss on the extinguishment as the notes were redeemed and repaid at par.
Accounting Treatment of 2009 Note Exchanges and Redemption of Notes for Cash
The exchanges of a portion of the 9% Notes and 2012 Notes for 2013 PIK Notes and 2013 Senior Notes (collectively, "the 2013 Notes"), respectively, described above were treated as a debt modification in accordance with applicable FASB guidance. We did not recognize a gain or loss on the modification since the exchanges were a par for par exchange.
The portion of the 9% Notes redeemed for cash was treated as an extinguishment of debt resulting in a gain on extinguishment of $1.1 million.
Under applicable FASB guidance, costs incurred in connection with a modification and any existing unamortized discount are amortized as an adjustment to interest expense over the remaining term of the modified debt instruments using the effective interest method. Accordingly, a pro-rata share of the existing unamortized deferred financing costs and original issue discount related to the 9% Notes and the 2012 Notes that were exchanged were aggregated with the debt issuance costs and original issue discount related to the 2013 Notes, and were being amortized over the remaining term of the new notes.
The remaining 9% Notes, which were fully repaid at maturity in 2010, were not exchanged and continued to be accounted for in the same manner prior to the exchange, as the original terms related to the remaining balances did not change. The unamortized deferred financing costs associated with the remaining 9% Notes continued to be amortized over the original term of the 9% Notes.
Collateral, Guarantees and Covenants
The New ABL Facility contains a fixed charge coverage ratio which only needs to be met if borrowing availability is less than $20.0 million or $25.0 million, depending upon the size of our borrowing base. The New ABL Facility contains a number of covenants that, among other things, restrict, subject to certain exceptions, our ability to sell assets; incur additional indebtedness; prepay other indebtedness, including the 2018 Notes; pay dividends and distributions or repurchase QDI's capital stock; create liens on assets; make investments; make certain acquisitions; engage in mergers or consolidations; engage in certain transactions with affiliates; amend certain charter documents and material agreements governing subordinated indebtedness, including the 2018 Notes; change our business; and enter into agreements that restrict dividends from QD LLC's subsidiaries. The New ABL Facility also contains certain customary affirmative covenants and events of default.
The indenture governing the 2018 Notes contains covenants that restrict, subject to certain exceptions, our ability to, among other things: (i) incur additional debt or issue certain preferred shares; (ii) pay dividends on or make other distributions in respect of QDI's common stock or make other restricted payments; (iii) make certain investments; (iv) sell certain assets; (v) create or permit to exist dividend and/or payment restrictions affecting their restricted subsidiaries; (vi) create liens on certain assets to secure debt; (vii) consolidate, merge, sell or otherwise dispose of all or substantially all of their assets; (viii) enter into certain transactions with their affiliates; and (ix) designate their subsidiaries as unrestricted subsidiaries. The indenture also provides certain customary events of default, which, if any of them occurs, may result in the principal, interest and any other monetary obligations on the then outstanding 2018 Notes becoming payable immediately.
The payment obligations under the New ABL Facility are senior secured obligations of QD LLC and QD Capital and are secured by a first-priority lien on certain assets and guaranteed by QDI and by all of its domestic restricted subsidiaries other than immaterial subsidiaries. The payment obligations of QD LLC and QD Capital under the 2018 Notes are guaranteed by QDI and by all of its domestic subsidiaries other than immaterial subsidiaries. The 2018 Notes, and the guarantees thereof, are senior obligations of QD LLC and QD Capital and are secured by a second-priority lien on certain assets. Pursuant to an intercreditor agreement, the liens on the collateral securing the 2018 Notes rank junior in right of payment to the New ABL Facility and obligations under certain hedging agreements and cash management obligations and certain other first lien obligations. We believe that we were in compliance with the covenants under the ABL Facility and the 2018 Notes at December 31, 2011.
Debt Retirement
The following is a schedule of our indebtedness at December 31, 2011 over the periods we are required to pay such indebtedness (in thousands):
| 2012 | 2013 | 2014 | 2015 | 2016 and after |
Total | |||||||||||||||||||
|
Capital lease obligations |
$ | 5,261 | $ | 2,996 | $ | 844 | $ | — | $ | — | $ | 9,101 | ||||||||||||
|
New ABL Facility |
— | — | — | — | 65,500 | 65,500 | ||||||||||||||||||
|
9.875% Second-Priority Senior Secured Notes, due 2018 (1) |
— | — | — | — | 225,000 | 225,000 | ||||||||||||||||||
|
Other Notes |
4,139 | 2,678 | 994 | 866 | 266 | 8,943 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Total |
$ | 9,400 | $ | 5,674 | $ | 1,838 | $ | 866 | $ | 290,766 | $ | 308,544 | ||||||||||||
|
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|
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|
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|
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| (1) | Amount does not include the remaining unamortized original issue discount of $1.5 million. |
The following is a schedule of our debt issuance costs for the year ended December 31 (in thousands):
| 2010 | Write-off of Debt Issuance Costs |
Additional Debt Issuance Costs |
Transfer Related to Refinancing |
2011 amortization expense |
2011 | |||||||||||||||||||
|
New ABL Facility |
$ | — | $ | — | $ | 4,178 | $ | 1,288 | $ | (372 | ) | $ | 5,094 | |||||||||||
|
Previous ABL Facility |
3,015 | (917 | ) | — | (1,288 | ) | (810 | ) | — | |||||||||||||||
|
11.75% Senior Subordinated PIK Notes, due 2013 |
410 | (386 | ) | — | — | (24 | ) | — | ||||||||||||||||
|
9.875% Second-Priority Senior Secured Notes, due 2018 |
5,685 | — | 787 | — | (912 | ) | 5,560 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Total |
$ | 9,110 | $ | (1,303 | ) | $ | 4,965 | $ | — | $ | (2,118 | ) | $ | 10,654 | ||||||||||
|
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|
|
|
|
|
|
|
|
|
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|
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Amortization expense of deferred issuance costs was $2.1 million, $2.7 million, and $2.8 million for years ending December 31, 2011, 2010, and 2009, respectively, and is included in interest expense. We are amortizing these costs over the term of the debt instruments.
Liquidity
We believe that, based on current operations and anticipated growth, our cash flow from operations, together with other available sources of liquidity, will be sufficient to fund anticipated capital expenditures, operating expenses and our other anticipated liquidity needs for the next twelve months. Anticipated debt maturities in 2016, the acquisition of another business or other events that we do not foresee may require us to seek alternative financing, such as restructuring or refinancing our long-term debt, selling assets or operations or selling additional debt or equity securities. If these alternatives were not available in a timely manner or on satisfactory terms or were not permitted under any of our debt agreements and we default on our obligations, our debt could be accelerated and our assets might not be sufficient to repay in full all of our obligations.
|
|||
16. INCOME TAXES
For financial reporting purposes, income (loss) before income taxes includes the following components (in thousands):
| 2011 | 2010 | 2009 | ||||||||||
|
Domestic |
$ | 24,535 | $ | (8,153 | ) | $ | (144,136 | ) | ||||
|
Mexico |
855 | 1,052 | 637 | |||||||||
|
Canada |
(18 | ) | 106 | 214 | ||||||||
|
|
|
|
|
|
|
|||||||
| $ | 25,372 | $ | (6,995 | ) | $ | (143,285 | ) | |||||
|
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|
|
|
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|
|||||||
The components of the provision for income tax for the years ended December 31 are as follows (in thousands):
| 2011 | 2010 | 2009 | ||||||||||
|
Current taxes: |
||||||||||||
|
Federal |
$ | 146 | $ | 13 | $ | (792 | ) | |||||
|
State |
998 | 794 | 486 | |||||||||
|
Mexico |
(45 | ) | (414 | ) | 92 | |||||||
|
Canada |
842 | 18 | 120 | |||||||||
|
|
|
|
|
|
|
|||||||
| 1,941 | 411 | (94 | ) | |||||||||
|
|
|
|
|
|
|
|||||||
|
Deferred taxes: |
||||||||||||
|
Federal |
7,529 | (2,743 | ) | (3,609 | ) | |||||||
|
State |
971 | (49 | ) | (625 | ) | |||||||
|
Mexico |
— | — | — | |||||||||
|
Canada |
— | — | — | |||||||||
|
|
|
|
|
|
|
|||||||
| 8,500 | (2,792 | ) | (4,234 | ) | ||||||||
|
Valuation Allowance |
||||||||||||
|
Federal |
(7,529 | ) | 2,743 | 38,131 | ||||||||
|
State |
(971 | ) | 49 | 3,446 | ||||||||
|
Mexico |
— | — | — | |||||||||
|
Canada |
— | — | — | |||||||||
|
|
|
|
|
|
|
|||||||
| (8,500 | ) | 2,792 | 41,577 | |||||||||
|
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|
|
|
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|
Provision for income taxes |
$ | 1,941 | $ | 411 | $ | 37,249 | ||||||
|
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|
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The net deferred tax asset (liability) consisted of the following at December 31 (in thousands):
| 2011 | 2010 | |||||||
|
Deferred tax assets: |
||||||||
|
Environmental reserve |
$ | 7,482 | $ | 7,875 | ||||
|
Tax credit carryforwards |
7,294 | 6,006 | ||||||
|
Self-insurance reserves |
7,241 | 7,577 | ||||||
|
Allowance for doubtful accounts |
261 | 325 | ||||||
|
Pension |
8,998 | 7,382 | ||||||
|
Net operating loss carryforwards |
29,378 | 36,625 | ||||||
|
Stock Compensation |
2,178 | 2,141 | ||||||
|
Other accruals |
3,688 | 4,098 | ||||||
|
Accrued losses and damage claims |
52 | 67 | ||||||
|
|
|
|
|
|||||
| 66,572 | 72,096 | |||||||
|
Less valuation allowance |
(39,540 | ) | (46,025 | ) | ||||
|
|
|
|
|
|||||
| $ | 27,032 | $ | 26,071 | |||||
|
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|
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|
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|
Deferred tax liabilities: |
||||||||
|
Property and equipment basis differences |
(21,706 | ) | (22,927 | ) | ||||
|
Accrued interest and original issue discount |
(3,089 | ) | (845 | ) | ||||
|
Intangible basis differences |
(2,237 | ) | (2,299 | ) | ||||
|
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|
|
|
|||||
|
Net deferred tax asset |
$ | — | $ | — | ||||
|
|
|
|
|
|||||
|
Comprised of: |
||||||||
|
Current deferred tax asset |
$ | 4,048 | $ | 3,848 | ||||
|
Long-term deferred tax liability |
(4,048 | ) | (3,848 | ) | ||||
|
|
|
|
|
|||||
|
Net deferred tax asset |
$ | — | $ | — | ||||
|
|
|
|
|
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We have established a 100% valuation allowance against net deferred tax assets as it is more likely than not that the deferred asset will not be realized. This determination is based on the weight of available evidence which includes cumulative historical losses in recent years. The valuation allowance against net deferred tax assets decreased by $6.5 million from 2010 to 2011. If we determine in a future reporting period that we will be able to use some or all of our deferred tax assets, the adjustment to reduce or eliminate the valuation allowance would reduce our tax expense and increase net income. Changes in deferred tax assets and valuation allowance are reflected in the Provision for income taxes line in our consolidated statements of operations.
Our effective tax rate differs from the federal statutory rate. The reasons for those differences are as follows for the years ended December 31 (in thousands):
| 2011 | 2010 | 2009 | ||||||||||
|
Tax expense (benefit) at the statutory rate |
$ | 8,880 | $ | (2,448 | ) | $ | (50,150 | ) | ||||
|
State income taxes (benefit), net of federal benefit |
1,625 | 408 | (225 | ) | ||||||||
|
Uncertain tax position adjustments |
(252 | ) | (384 | ) | (937 | ) | ||||||
|
Goodwill impairment |
— | — | 46,688 | |||||||||
|
Restricted stock |
278 | — | 154 | |||||||||
|
Foreign taxes |
435 | (167 | ) | (86 | ) | |||||||
|
Valuation allowance |
(8,500 | ) | 2,792 | 41,577 | ||||||||
|
Work Opportunity Tax Credit |
234 | (10 | ) | (206 | ) | |||||||
|
IRC Section 956 income |
219 | 240 | 419 | |||||||||
|
Foreign tax credit |
(1,367 | ) | (253 | ) | (190 | ) | ||||||
|
Other |
389 | 233 | 205 | |||||||||
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|
|
|
|
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|
Provision for income taxes |
$ | 1,941 | $ | 411 | $ | 37,249 | ||||||
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At December 31, 2011 we had an estimated $77.0 million in federal net operating loss carryforwards, $3.0 million of unrecognized federal operating loss carryforwards related to excess stock compensation deductions and uncertain tax position deductions, $2.4 million in alternative minimum tax credit carryforwards and $4.8 million in foreign tax credit carryforward. We do not have a history of net operating loss or tax credit carryforwards expiring unused; however, we have determined based on the weight of available evidence that it is more likely than not that some or all of the carryforwards may expire. As a result, we have a 100% valuation allowance of $39.5 million against our deferred tax asset. The net operating loss carryforwards will expire in the years 2018 through 2030 while the alternative minimum tax credits may be carried forward indefinitely and the foreign tax credits may be carried forward for ten years. We have approximately $37.3 million in state net operating loss carryforwards, which expire over the next 1 to 20 years.
Significant judgment is required in determining our provision for income taxes. In the ordinary course of an international business, there are many transactions for which the ultimate tax outcome is uncertain. We review our tax contingencies on a regular basis and make appropriate accruals as needed. As of December 31, 2011, U.S. taxes were not provided on income of our foreign subsidiaries, as we have invested or expect to invest the undistributed earnings indefinitely.
Rollforward of valuation allowance (in thousands):
| 2011 | 2010 | |||||||
|
Beginning balance |
$ | (46,025 | ) | $ | (43,032 | ) | ||
|
(Increase)/decrease attributable to current year operations |
2,775 | (2,584 | ) | |||||
|
(Increase)/decrease attributable to other comprehensive income |
(2,015 | ) | (201 | ) | ||||
|
(Increase)/decrease attributable to AMT & foreign tax credit carryforwards |
(1,523 | ) | (179 | ) | ||||
|
(Increase)/decrease attributable to Federal & State NOL carryforwards |
7,248 | (29 | ) | |||||
|
|
|
|
|
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|
Ending balance |
$ | (39,540 | ) | $ | (46,025 | ) | ||
|
|
|
|
|
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At December 31, 2011 and 2010, we had approximately $1.6 million and $1.6 million, respectively, of total gross unrecognized tax benefits. Of the total gross unrecognized tax benefits at December 31, 2011, $1.2 million (net of federal benefit on state tax issues) represents the amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in any future periods.
Included in the balance of gross unrecognized tax benefits at December 31, 2011 is $0.6 million related to tax positions for which it is reasonably possible that the total amounts could significantly change during the next twelve months due to expiration of the applicable statute of limitations. A reconciliation of the total amount of unrecognized tax benefits follows (in thousands):
| 2011 | 2010 | |||||||
|
Total unrecognized tax benefits as of January 1, |
$ | 1,585 | $ | 1,776 | ||||
|
Increases in tax positions taken during prior period |
425 | 160 | ||||||
|
Decreases in tax positions taken during prior period |
— | — | ||||||
|
Increases in tax positions taken during the current period |
— | — | ||||||
|
Settlements with taxing authorities |
— | — | ||||||
|
Decrease due to lapse of applicable statute of limitations |
(382 | ) | (351 | ) | ||||
|
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|
|
|
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|
Total unrecognized tax benefits as of December 31, |
$ | 1,628 | $ | 1,585 | ||||
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|
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|
|||||
Our continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense. For the year ended December 31, 2011, we recognized additional expense of $0.2 million of interest and penalties in the provision for income taxes. As of January 1, 2011 we had accrued interest of $0.6 million (net of federal benefit) and $0.2 million accrued for penalties. At December 31, 2011 we had accrued interest of $0.5 million (net of federal benefit) and $0.2 million accrued for penalties.
We are subject to the income tax jurisdiction of the U.S., Canada, and Mexico, as well as multiple state jurisdictions. We believe we are no longer subject to U.S. federal income tax examinations for the years before 2007, to international examinations for years before 2006 and, with few exceptions, to state examinations before 2007.
|
|||
17. EMPLOYEE BENEFIT PLANS
We maintain two noncontributory defined benefit plans resulting from a prior acquisition that cover certain vested salaried participants and retirees ("CLC Plan") and certain other vested participants and retirees under an expired collective bargaining agreement ("TTWU Plan"). Retirement benefits for employees covered by the CLC Plan are based on years of service and compensation levels. The monthly benefit for employees under the TTWU Plan is based on years of service multiplied by a monthly benefit factor. Pension costs are funded in accordance with the provisions of the applicable law. Both pension plans have been frozen since prior to January 1, 1998. There are no new participants and no future accruals of benefits from the time the plans were frozen.
We use a December 31 measurement date for both of our plans.
We follow the recognition and disclosure requirements under the FASB guidance that require us to recognize the funded status of our postretirement benefit plans in the consolidated statement of financial position at December 31, 2011, with a corresponding adjustment to accumulated other comprehensive income. The funded status is the difference between the fair value of plan assets and the benefit obligation. The adjustment to accumulated other comprehensive income represents the net unrecognized actuarial gains or losses and unrecognized prior service costs. Future actuarial gains or losses that are not recognized as net periodic benefit cost in the same periods will be recognized as a component of other comprehensive income (in thousands):
| 2011 | ||||
|
Items not yet recognized as a component of net periodic cost: |
||||
|
Unrecognized net actuarial loss |
$ | 33,982 | ||
|
Unamortized prior service cost |
416 | |||
|
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|
|||
|
Unrecognized loss and prior service costs recorded as a component of accumulated other comprehensive loss |
$ | 34,398 | ||
|
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|
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|
Items to be recognized in 2012 as a component of net periodic cost: |
||||
|
Net actuarial loss |
$ | 1,459 | ||
|
Prior service cost |
94 | |||
|
|
|
|||
|
Net periodic cost to be recorded in 2012 as a component of accumulated other comprehensive income |
$ | 1,553 | ||
|
|
|
|||
Obligations and Funded Status
The following table sets forth the change in the projected benefit obligation, change in plan assets and unfunded status of the two plans at 2011 and 2010 (in thousands):
| 2011 | 2010 | |||||||
|
Change in Projected Benefit Obligation |
||||||||
|
Benefit obligation at January 1, |
$ | 48,630 | $ | 47,302 | ||||
|
Service cost |
176 | 203 | ||||||
|
Interest cost |
2,420 | 2,575 | ||||||
|
Actuarial loss |
3,785 | 1,965 | ||||||
|
Benefits and expenses paid |
(3,454 | ) | (3,415 | ) | ||||
|
|
|
|
|
|||||
|
Benefit obligation at December 31, |
$ | 51,557 | $ | 48,630 | ||||
|
|
|
|
|
|||||
| 2011 | 2010 | |||||||
|
Change in Plan Assets |
||||||||
|
Fair value of plan assets at January 1, |
$ | 29,947 | $ | 28,489 | ||||
|
Actual (loss) return on plan assets |
(400 | ) | 2,312 | |||||
|
Contributions by company |
2,820 | 2,561 | ||||||
|
Benefits and expenses paid |
(3,455 | ) | (3,415 | ) | ||||
|
|
|
|
|
|||||
|
Fair value of plan assets at December 31, |
$ | 28,912 | $ | 29,947 | ||||
|
|
|
|
|
|||||
| 2011 | 2010 | |||||||
|
Unfunded Status of Plans |
||||||||
|
Projected benefit obligation |
$ | (51,557 | ) | $ | (48,630 | ) | ||
|
Fair value of plan assets |
28,912 | 29,947 | ||||||
|
|
|
|
|
|||||
|
Unfunded status as of December 31, |
$ | (22,645 | ) | $ | (18,683 | ) | ||
|
|
|
|
|
|||||
The accumulated benefit obligation for both defined benefit pension plans equaled the projected benefit obligations of $51.6 million and $48.6 million at December 31, 2011 and 2010, respectively.
Accumulated Other Comprehensive Loss (in thousands)
| 2011 | 2010 | 2009 | ||||||||||
|
Net actuarial (loss) gain, net of tax of $0, $0 and $0, respectively |
$ | (5,307 | ) | $ | (614 | ) | $ | 941 | ||||
|
Prior service cost |
94 | 94 | 94 | |||||||||
|
|
|
|
|
|
|
|||||||
|
Adjustment to pension benefit obligation |
$ | (5,213 | ) | $ | (520 | ) | $ | 1,035 | ||||
|
|
|
|
|
|
|
|||||||
We had an accumulated net pension equity charge (after-tax) of $5.2 million at December 31, 2011 and an accumulated net pension equity charge (after-tax) of $0.5 million at December 31, 2010.
Periodic Pension Costs
The components of net periodic pension cost are as follows for the years ended December 31 (in thousands):
| 2011 | 2010 | 2009 | ||||||||||
|
Service cost |
$ | 176 | $ | 203 | $ | 203 | ||||||
|
Interest cost |
2,420 | 2,575 | 2,752 | |||||||||
|
Amortization of loss |
1,177 | 1,200 | 1,154 | |||||||||
|
Amortization of prior service cost |
94 | 94 | 94 | |||||||||
|
Expected return on plan assets |
(2,298 | ) | (2,161 | ) | (2,003 | ) | ||||||
|
|
|
|
|
|
|
|||||||
|
Net periodic pension cost |
$ | 1,569 | $ | 1,911 | $ | 2,200 | ||||||
|
|
|
|
|
|
|
|||||||
Assumptions
Weighted average assumptions used to determine benefit obligations at December 31:
| 2011 | 2010 | 2009 | ||||||||||
|
Discount rate |
4.20 | % | 5.08 | % | 5.60 | % | ||||||
Weighted average assumptions used to determine net periodic benefit cost at December 31:
| 2011 | 2010 | 2009 | ||||||||||
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TTWU Plan |
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Discount rate |
4.90 | % | 5.50 | % | 6.30 | % | ||||||
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Expected long-term rate of return on plan assets |
7.00 | % | 7.00 | % | 7.00 | % | ||||||
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CLC Plan |
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Discount rate |
5.25 | % | 5.70 | % | 6.25 | % | ||||||
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Expected long-term rate of return on plan assets |
8.00 | % | 8.00 | % | 8.00 | % | ||||||
The discount rate is based on a model portfolio of AA-rated bonds with a maturity matched to the estimated payouts of future pension benefits. The TTWU Plan's expected return on plan assets is based on our expectation of the long-term average rate of return on assets in the pension funds, which is based on the allocation of assets and includes approximately 10.5% of the assets being held in a low return insurance company annuity. The CLC Plan's expected return on plan assets is based on historical and future returns of the multiple asset classes from which a weighted average was developed based on the asset allocation of the Plan.
Asset Mix
Our pension plan weighted-average asset allocations by asset category at December 31 are as follows:
| 2011 | 2010 | |||||||
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TTWU Plan |
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Equity securities and mutual funds |
46.2 | % | 59.4 | % | ||||
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Debt securities |
30.2 | % | 14.4 | % | ||||
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Other investments |
20.9 | % | 22.7 | % | ||||
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Cash and cash equivalents |
2.7 | % | 3.5 | % | ||||
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CLC Plan |
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Equity securities and mutual funds |
51.8 | % | 70.9 | % | ||||
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Debt securities |
36.0 | % | 16.1 | % | ||||
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Other investments |
9.7 | % | 9.7 | % | ||||
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Cash and cash equivalents |
2.5 | % | 3.3 | % | ||||
Plan Assets
Our investment policy is that plan assets will be managed utilizing an investment philosophy and approach characterized by all of the following, but listed in priority order: (1) emphasis on total return, (2) emphasis on high-quality securities, (3) sufficient income and stability of income, (4) safety of principal with limited volatility of capital through proper diversification and (5) sufficient liquidity. None of our equity or debt securities are included in plan assets.
Our retirement plans' assets were accounted for at fair value and are classified in their entirety based on the lowest level of any input that is significant to the fair value measurement. For a description of the fair value hierarchy, see Note 4.
Our actual retirement plans' asset allocations by level within the fair value hierarchy at December 31, 2011, are presented in the table below (in thousands):
| TTWU Plan | CLC Plan | |||||||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | % Total | Level 1 | Level 2 | Level 3 | Total | % Total | |||||||||||||||||||||||||||||||
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Cash & cash equivalents |
$ | 185 | $ | — | $ | — | $ | 185 | 2.7 | % | $ | 559 | $ | — | $ | — | $ | 559 | 2.5 | % | ||||||||||||||||||||
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Equity securities |
2,928 | — | — | 2,928 | 43.4 | % | 10,798 | — | — | 10,798 | 48.7 | % | ||||||||||||||||||||||||||||
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Mutual funds |
188 | — | — | 188 | 2.8 | % | 683 | — | — | 683 | 3.1 | % | ||||||||||||||||||||||||||||
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Corporate bonds |
— | 1,462 | — | 1,462 | 21.7 | % | — | 5,975 | — | 5,975 | 27.0 | % | ||||||||||||||||||||||||||||
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Asset-backed securities |
— | 579 | — | 579 | 8.5 | % | — | 1,993 | — | 1,993 | 9.0 | % | ||||||||||||||||||||||||||||
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Other investments |
— | 311 | 1,097 | 1,408 | 20.9 | % | — | 1,051 | 1,103 | 2,154 | 9.7 | % | ||||||||||||||||||||||||||||
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Total assets |
$ | 3,301 | $ | 2,352 | $ | 1,097 | $ | 6,750 | 100.0 | % | $ | 12,040 | $ | 9,019 | $ | 1,103 | $ | 22,162 | 100.0 | % | ||||||||||||||||||||
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Our actual retirement plans' asset allocations by level within the fair value hierarchy at December 31, 2010, are presented in the table below (in thousands):
| TTWU Plan | CLC Plan | |||||||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | % Total | Level 1 | Level 2 | Level 3 | Total | % Total | |||||||||||||||||||||||||||||||
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Cash & cash equivalents |
$ | 249 | $ | — | $ | — | $ | 249 | 3.5 | % | $ | 748 | $ | — | $ | — | $ | 748 | 3.3 | % | ||||||||||||||||||||
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Equity securities |
2,073 | — | — | |||||||||||||||||||||||||||||||||||||