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| Name | Symbol | Market | Type |
|---|---|---|---|
| Central Energy Partners LP (CE) | USOTC:ENGY | OTCMarkets | Trust |
| Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.000001 | 0.00 | 00:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2015
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________________ to _________________________
Commission file number: 000-50394
Central Energy Partners LP
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 20-0153267 |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
| 4809 Cole Ave., Suite 108, Dallas, TX | 75205 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's Telephone Number, Including Area Code: (214) 526-9700
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files.) Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See the definitions of “accelerated filer” and “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Smaller Reporting | |||
|
Large Accelerated Filer ¨ |
Accelerated Filer ¨ |
Non-Accelerated Filer ¨ |
Company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of common units outstanding on August 7, 2015 was 19,591,482.
CENTRAL ENERGY PARTNERS LP AND SUBSIDIARIES
TABLE OF CONTENTS
| 2 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The statements contained in this Quarterly Report of Central Energy Partners LP (the “Partnership”), that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (Exchange Act). These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. Statements using words such as “may,” “could,” “should,” “expect,” “plan,” “project,” “strategy,” “forecast,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” or similar expressions help identify forward-looking statements.
The forward-looking statements contained in this Quarterly Report are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this Quarterly Report are not guarantees of future performance, and management cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will in fact occur. The Partnership’s actual results may differ materially from those anticipated, estimated, projected or expected by management. When considering forward-looking statements, please read “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2014, which is incorporated by reference.
AVAILABLE INFORMATION
The Partnership is a reporting company pursuant to Section 12(g) of the Exchange Act. As a result, it files Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, and amendments to these reports, with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act. These reports are available on the Partnership’s website at www.centralenergylp.com. These reports are also available on the SEC’s website at www.SEC.gov. In addition, the Partnership will provide copies of these reports free of charge upon request addressed to Douglas Weir, Central Energy Partners LP, 4809 Cole Ave., Suite 108, Dallas, Texas 75205.
The public may also read a copy of any materials filed by the Partnership with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
All forward-looking statements speak only as of the date of this Quarterly Report. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise.
| 3 |
Part I – FINANCIAL INFORMATION
Report of Independent Registered Public Accounting Firm
To the Board of Directors of Central Energy GP LLC,
General Partner of Central Energy Partners LP,
and Unitholders of Central Energy Partners LP
We have reviewed the unaudited consolidated balance sheet of Central Energy Partners LP and Subsidiaries (“Central”) as of June 30, 2015, the unaudited consolidated statements of operations for the three months and six months ended June 30, 2014 and 2015 and the unaudited consolidated statements of cash flows and of partners’ deficit for the six months ended June 30, 2015. These interim unaudited consolidated financial statements are the responsibility of Central’s management.
We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the accompanying unaudited consolidated financial statements for them to be in conformity with United States generally accepted accounting principles.
As indicated in Note K to the accompanying unaudited interim consolidated financial statements, conditions continue to exist which raise substantial doubt about Central’s ability to continue as a going concern due to its insufficient cash flow to pay its current obligations and contingencies as they become due. The unaudited consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded amounts that might be necessary should Central be unable to continue in existence.
| /s/ MONTGOMERY COSCIA GREILICH, LLP |
Plano, Texas
August 7, 2015
| 4 |
Central Energy Partners LP and Subsidiaries
CONSOLIDATED BALANCE SHEETS
ASSETS
| Unaudited | ||||||||
| December 31, | June 30, | |||||||
| 2014 | 2015 | |||||||
| Current Assets | ||||||||
| Cash | $ | 67,000 | $ | 87,000 | ||||
| Trade accounts receivable (less allowance for doubtful accounts of $0 at 2014 and 2015) | 294,000 | 195,000 | ||||||
| Prepaid expenses and other current assets | 324,000 | 244,000 | ||||||
| Total current assets | 685,000 | 526,000 | ||||||
| Property, plant and equipment – net | 3,470,000 | 2,814,000 | ||||||
| Other assets | 128,000 | 125,000 | ||||||
| Goodwill | 3,941,000 | 3,941,000 | ||||||
| Total assets | $ | 8,224,000 | $ | 7,406,000 | ||||
LIABILITIES AND PARTNERS’ DEFICIT
| December 31, 2014 | June 30, 2015 | |||||||
| Current Liabilities | ||||||||
| Current maturities of long-term debt | $ | 388,000 | $ | 2,376,000 | ||||
| Accounts payable | 645,000 | 450,000 | ||||||
| Taxes payable | 7,000 | - | ||||||
| Unearned revenue | 40,000 | 39,000 | ||||||
| Accrued liabilities | 571,000 | 747,000 | ||||||
| Total current liabilities | 1,651,000 | 3,612,000 | ||||||
| Long-term debt obligations | 2,112,000 | - | ||||||
| Due to General Partner | 4,615,000 | 5,259,000 | ||||||
| Deferred income taxes | 387,000 | 387,000 | ||||||
| Commitments and contingencies | - | - | ||||||
| Total liabilities | 8,765,000 | 9,258,000 | ||||||
| Partners’ deficit | ||||||||
| Common units | (528,000 | ) | (1,812,000 | ) | ||||
| General Partner’s deficit | (13,000 | ) | (40,000 | ) | ||||
| Total partners’ deficit | (541,000 | ) | (1,852,000 | ) | ||||
| Total liabilities and partners’ deficit | $ | 8,224,000 | $ | 7,406,000 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| 5 |
Central Energy Partners LP and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended June 30, 2014 | Three Months Ended June 30, 2015 | Six Months Ended June 30, 2014 | Six Months Ended June 30, 2015 | |||||||||||||
| Revenues | $ | 1,250,000 | $ | 686,000 | $ | 2,547,000 | $ | 1,595,000 | ||||||||
| Cost of goods sold | 1,004,000 | 1,071,000 | 2,011,000 | 2,055,000 | ||||||||||||
| Gross profit | 246,000 | (385,000 | ) | 536,000 | (460,000 | ) | ||||||||||
| Selling, general and administrative expenses and other | ||||||||||||||||
| Legal and professional fees | (48,000 | ) | 80,000 | 85,000 | 142,000 | |||||||||||
| Salaries and payroll related expenses | 184,000 | 142,000 | 337,000 | 311,000 | ||||||||||||
| Other | 110,000 | 139,000 | 325,000 | 300,000 | ||||||||||||
| 246,000 | 361,000 | 747,000 | 753,000 | |||||||||||||
| Operating income (loss) from continuing operations | - | (746,000 | ) | (211,000 | ) | (1,213,000 | ) | |||||||||
| Other income (expense) | ||||||||||||||||
| Gain on sale of hauling equipment | - | 274,000 | - | 274,000 | ||||||||||||
| Interest expense, net | (97,000 | ) | (195,000 | ) | (197,000 | ) | (390,000 | ) | ||||||||
| Income (loss) before taxes | (97,000 | ) | (667,000 | ) | (408,000 | ) | (1,329,000 | ) | ||||||||
| (Provision) benefit for income taxes | - | - | - | - | ||||||||||||
| Net income (loss) | $ | (97,000 | ) | $ | (667,000 | ) | $ | (408,000 | ) | $ | (1,329,000 | ) | ||||
| Net income (loss) allocable to the partners | $ | (97,000 | ) | $ | (667,000 | ) | $ | (408,000 | ) | $ | (1,329,000 | ) | ||||
| Less General Partner’s interest in net income (loss) | (2,000 | ) | (14,000 | ) | (8,000 | ) | (27,000 | ) | ||||||||
| Net income (loss) allocable to the common units | $ | (95,000 | ) | $ | (653,000 | ) | $ | (400,000 | ) | $ | (1,302,000 | ) | ||||
| Net income (loss) per common unit | $ | (0.00 | ) | $ | (0.04 | ) | $ | (0.02 | ) | $ | (0.07 | ) | ||||
| Weighted average common units outstanding | 19,328,982 | 19,591,482 | 19,197,732 | 19,591,482 | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 6 |
Central Energy Partners LP and Subsidiaries
CONSOLIDATED STATEMENT OF PARTNERS’ DEFICIT
(Unaudited)
| Common Units | ||||||||||||||||
| Units | Amount | General Partner | Total Partners’ Deficit | |||||||||||||
| Balance as of December 31, 2014 | 19,591,482 | $ | (528,000 | ) | $ | (13,000 | ) | $ | (541,000 | ) | ||||||
| Unit based compensation | - | 18,000 | 18,000 | |||||||||||||
| Net loss | - | (1,302,000 | ) | (27,000 | ) | (1,329,000 | ) | |||||||||
| Balance as of June 30, 2015 | 19,591,482 | $ | (1,812,000 | ) | $ | (40,000 | ) | $ | (1,852,000 | ) | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 7 |
Central Energy Partners LP and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months Ended June 30, | ||||||||
| 2014 | 2015 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (408,000 | ) | $ | (1,329,000 | ) | ||
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||||||||
| Depreciation and amortization | 273,000 | 278,000 | ||||||
| Gain on sale of assets | - | (278,000 | ) | |||||
| Unit based compensation | 51,000 | 18,000 | ||||||
| Changes in current assets and liabilities: | ||||||||
| Trade accounts receivable | (99,000 | ) | 99,000 | |||||
| Prepaid and other current assets | 62,000 | 80,000 | ||||||
| Accounts payable | (517,000 | ) | (195,000 | ) | ||||
| Unearned revenue | 79,000 | (1,000 | ) | |||||
| Accrued liabilities | 153,000 | 177,000 | ||||||
| Taxes payable | (15,000 | ) | (7,000 | ) | ||||
| Net cash used in operating activities | (421,000 | ) | (1,158,000 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Capital expenditures | (423,000 | ) | (57,000 | ) | ||||
| Proceeds from sale of assets | - | 715,000 | ||||||
| Net cash provided by (used in) investing activities | (423,000 | ) | 658,000 | |||||
| Cash flows from financing activities: | ||||||||
| Change in amounts due General Partner, net | 845,000 | 644,000 | ||||||
| Payment of debt | - | (124,000 | ) | |||||
| Net cash provided by financing activities | 845,000 | 520,000 | ||||||
| Net (decrease) increase in cash | 1,000 | 20,000 | ||||||
| Cash at beginning of period | 103,000 | 67,000 | ||||||
| Cash at end of period | $ | 104,000 | $ | 87,000 | ||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | 161,000 | $ | 153,000 | ||||
| Taxes | $ | 0 | $ | 0 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| 8 |
CENTRAL ENERGY PARTNERS LP AND SUBIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A –BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Business
Central Energy Partners LP, a publicly traded Delaware limited partnership, was formed in July 2003. As used in this report, the term “the Partnership” refers to Central Energy Partners LP, and the terms “Central,” “the Company,” “we,” “our” and “us” are used in this report to refer to the Partnership, its sole general partner Central Energy GP LLC, and its consolidated subsidiaries as a whole.
We conduct our operations through our wholly-owned subsidiary, Regional Enterprises, Inc. (“Regional”). The principal business of Regional is the storage, transportation and railcar trans-loading of bulk liquids, including hazardous chemicals and petroleum products owned by its customers that are delivered to/from Regional from ships and barges, rail cars and trucks. Regional’s facilities are located on the James River in Hopewell, Virginia. Regional’s facility consists of 10 million gallons of available storage tanks, a rail spur which is capable of receiving 18 rail cars at any one time and truck loading racks.
The limited partnership interests in the Partnership (“Common Units”) represent 98% of the Partnership’s outstanding capital and 100% of the Partnership’s limited partnership interests. We are controlled by our general partner, Central Energy GP LLC (“General Partner”), which holds the remaining 2% interest in the Partnership. The General Partner is entitled to receive distributions from the Partnership on its General Partner interest and additional incentive distributions as provided in Third Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”). The General Partner does not receive a management fee in connection with its management of the Partnership’s business, but is entitled to be reimbursed for all direct and indirect expenses incurred on the Partnership’s behalf.
On November 17, 2010, the Partnership, Penn Octane Corporation (“Penn Octane”) and Central Energy, LP completed the transactions contemplated by the terms of a Securities Purchase and Sale Agreement, as amended. At closing, the Partnership sold 12,724,019 Common Units to Central Energy, LP for $3,950,000 and Penn Octane sold 100% of the limited liability company interests in the General Partner (“GP Interests”) to Central Energy, LP for $150,000 (the “Sale”). As a result of the Sale, Penn Octane no longer has any interest in the General Partner or any control over the operations of the Partnership.
Effective November 26, 2013, CEGP Acquisition, LLC (“CEGP”) acquired 55% of the issued and outstanding membership interests in the General Partner, and appointed five (5) of the nine (9) members of the Board of Directors of the General Partner (the “Board”). As a result, CEGP controls the General Partner. In addition, CEGP acquired 3,000,000 Common Units, which represent 15.3% of the issued and outstanding Common Units of the Partnership. CEGP is a Texas limited liability company controlled by John L. Denman, Jr. and G. Thomas Graves III formed for the purpose of acquiring its interest in the General Partner and Common Units. Upon completion of the CEGP Investment, Mr. Denman replaced Mr. Anbouba as CEO and President of the General Partner, and Mr. Graves was appointed as the Chairman of the Board replacing Mr. Jerry V. Swank.
Basis of Presentation
The accompanying consolidated financial statements include the Partnership and its only operating subsidiary, Regional. We have two other subsidiaries that have no operations – Rio Vista Operating Partnership, LP (“RVOP”) and Rio Vista Operating GP LLC, the general partner of RVOP. All significant intercompany accounts and transactions are eliminated.
The unaudited consolidated balance sheet as of June 30, 2015, the unaudited consolidated statements of operations for the three months and six months ended June 30, 2014 and 2015 and the unaudited consolidated statements of cash flows and of partners’ deficit for the six months ended June 30, 2015, have been prepared by us without audit. In our opinion, the unaudited consolidated financial statements include all adjustments (which include only normal recurring adjustments) necessary to present fairly the unaudited consolidated financial position as of June 30, 2015, the unaudited consolidated results of operations for the three months and six months ended June 30, 2014 and 2015 and the unaudited consolidated statements of cash flows and of partners’ deficit for the six months ended June 30, 2015 of Central.
Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to the rules and regulations of the Securities Exchange Commission, although we believe that the disclosures made are adequate to make the information not misleading. These unaudited consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission on March 31, 2015.
| 9 |
CENTRAL ENERGY PARTNERS LP AND SUBIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Certain reclassifications have been made to prior period balances to conform in the current presentation. All reclassifications have been consistently applied to the periods presented.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates, and such differences could be material.
Cash Equivalents
We consider all highly liquid investments with maturities of three months or less when purchased to be cash equivalents.
Financial Instruments
The fair values of our financial instruments, which may include cash, accounts receivable, accounts payable and long-term debt, approximate their carrying amounts.
Distributions of Available Cash
The Partnership Agreement provides for minimum quarterly distributions to its holders of Common Units (“Unitholders”) of $0.25 per Common Unit. The Partnership has not made distributions to its Unitholders or the General Partner in any amount since August 18, 2008 for the quarter ended June 30, 2008. Since the Sale, the members of the General Partner have held more than 80% of the total issued and outstanding Common Units of the Partnership and, therefore, control any vote on Partnership matters. In December 2010, the General Partner and Unitholders holding more than a majority in interest of the Common Units of the Partnership approved an amendment to the Partnership Agreement to provide that the Partnership was no longer obligated to make distributions of “Common Unit Arrearage” or “Cumulative Common Unit Arrearages” pursuant to the terms of the Partnership Agreement in respect of any quarter prior to the quarter beginning October 1, 2011. The impact of this amendment was that the Partnership was no longer obligated to Unitholders for unpaid minimum quarterly distributions prior to the quarter beginning October 1, 2011 and Unitholders would only be entitled to minimum quarterly distributions arising from the quarter beginning October 1, 2011 and thereafter.
In March 2012, the General Partner and Unitholders holding more than a majority in interest of the Common Units of the Partnership again voted to amend the Partnership Agreement to change the commencement of the payment of “Common Unit Arrearages” or “Cumulative Common Unit Arrearages” from the quarter beginning October 1, 2011 until an undetermined future quarter to be established by the General Partner. The impact of this amendment is that the Partnership is not obligated to Unitholders for unpaid minimum quarterly distributions until such time as the General Partner reinstates the obligation to make minimum quarterly distributions. Unitholders will only be entitled to minimum quarterly distributions arising from and after the date established by the General Partner for making such distributions.
Environmental Obligations
We are subject to various federal, state and local laws and regulations relating to the protection of the environment. We have established procedures for the ongoing evaluation of our operations, to identify potential environmental exposures, and to comply with regulatory policies and procedures. We account for environmental contingencies in accordance with ASC 450. Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and do not contribute to current or future revenue generation, are expensed. Liabilities for environmental contingencies are recorded when environmental assessments and/or clean-ups are probable and the costs can be reasonably estimated. We maintain insurance which may cover in whole or in part certain types of environmental contingencies. For the quarter ended June 30, 2014, we had no environmental contingencies requiring specific disclosure or the recording of a liability. On May 15, 2015, one of the storage tanks at the Regional facility in Hopewell, Virginia was discovered to have a leak. As a result, approximately 166,000 gallons of liquid asphalt was released into the containment area of the Regional facility. See “Note E – Commitments and Contingencies – Storage Tank Leak” for further details regarding this event. The event was reported to the appropriate governmental authorities. No action was taken against Regional by any governmental authority in connection with the event, although Regional has been providing routine updates to certain governmental authorities regarding the status of the cleanup of the spill.
Unit Based Compensation
We may issue options, warrants, rights or appreciation rights with respect to Common Units for any Partnership purpose, including to non-employees for goods and services and to acquire or extend debt, without approval of the Limited Partners. We apply the provisions of ASC 505 to account for such transactions. ASC 505 requires that such transactions be accounted for at fair value. If the fair value of the goods and services or debt related transactions are not readily measurable, the fair value of the options, warrants, rights or appreciation rights is used to account for such transactions. We did not record any costs for unit-based payment costs for non-employees for the six months ended June 30, 2014 and 2015, respectively under the fair-value provisions of ASC 505.
| 10 |
CENTRAL ENERGY PARTNERS LP AND SUBIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The Partnership applies ASC 718 for options, Common Units or other equity-based grants to our employees and directors of the General Partner. ASC 718 requires measurement of all employee unit-based payment awards using a fair-value method and recording of such expense in the consolidated financial statements over the requisite service period. The fair value concepts have not changed significantly in ASC 718; however, in adopting this standard, companies must choose among alternative valuation models and amortization assumptions. After assessing alternative valuation models and amortization assumptions, we will continue using both the Black-Scholes valuation model and straight-line amortization of compensation expense over the requisite service period for each separately vesting portion of the grant. We recorded $51,000 and $18,000 for unit-based payment costs for employees and directors for the six months ended June 30, 2014 and 2015, respectively, under the fair-value provisions of ASC 718. See “Note F – Unit Options and Equity Incentive Plan – Incentive Plans” below for information regarding Central’s existing equity incentive plans.
NOTE B – PARTNERS’ DEFICIT
The number of Common Units outstanding at June 30, 2015 was 19,591,482. The Common Units represent 98% of the Partnership’s outstanding capital and 100% of the Partnership’s limited partnership interests. We are controlled by our general partner, Central Energy GP LLC, which holds the remaining 2% interest in the Partnership.
NOTE C –Loss Per Common UNIT
Losses incurred by Regional are allocated to the capital accounts of the holders of limited partnership interests (“Unitholders”) in the accompanying consolidated financial statements based on the overall Unitholder’s ownership interest in the Partnership even though such losses will not be recognized in the Unitholder’s Partnership capital accounts until the Partnership’s investment in Regional is realized. The Partnership Agreement provides that capital accounts of Unitholder’s of the Partnership cannot reflect a deficit balance, and that the General Partner shall be allocated any amount of losses not allocated to the Unitholder’s individual capital accounts.
Net loss per Common Unit is computed on the weighted average number of Common Units outstanding in accordance with ASC 260. During periods in which we incur losses, giving effect to common unit equivalents is not included in the computation as it would be antidilutive. The following tables present reconciliations from net loss per Common Unit to net loss per Common Unit assuming dilution (see Note F – Unit Options and Equity Incentive Plan):
| For the three months ended June 30, 2014 | ||||||||||||
| (Loss) (Numerator) | Units (Denominator) | Per-Unit Amount | ||||||||||
| Net income available to the Common Units | $ | (95,000 | ) | |||||||||
| Basic EPS | ||||||||||||
| Net income available to the Common Units | (95,000 | ) | 19,328,982 | $ | (0.00 | ) | ||||||
| Effect of Dilutive Securities | ||||||||||||
| Options | — | — | ||||||||||
| Diluted EPS | ||||||||||||
| Net income available to the Common Units | N/A | N/A | N/A | |||||||||
| For the three months ended June 30, 2015 | ||||||||||||
(Loss) (Numerator) | Units (Denominator) | Per-Unit Amount | ||||||||||
| Net (loss) available to the Common Units | $ | (653,000 | ) | |||||||||
| Basic EPS | ||||||||||||
| Net (loss) available to the Common Units | (653,000 | ) | 19,591,482 | $ | (0.04 | ) | ||||||
| Effect of Dilutive Securities | ||||||||||||
| Options | — | — | ||||||||||
| Diluted EPS | ||||||||||||
| Net income available to the Common Units | N/A | N/A | N/A | |||||||||
| 11 |
CENTRAL ENERGY PARTNERS LP AND SUBIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| For the six months ended June 30, 2014 | ||||||||||||
(Loss) (Numerator) | Units (Denominator) | Per-Unit Amount | ||||||||||
| Net (loss) available to the Common Units | $ | (400,000 | ) | |||||||||
| Basic EPS | ||||||||||||
| Net (loss) available to the Common Units | (400,000 | ) | 19,197,732 | $ | (0.02 | ) | ||||||
| Effect of Dilutive Securities | ||||||||||||
| Options | — | — | ||||||||||
| Diluted EPS | ||||||||||||
| Net income available to the Common Units | N/A | N/A | N/A | |||||||||
| For the six months ended June 30, 2015 | ||||||||||||
(Loss) (Numerator) | Units (Denominator) | Per-Unit Amount | ||||||||||
| Net (loss) available to the Common Units | $ | (1,302,000 | ) | |||||||||
| Basic EPS | ||||||||||||
| Net (loss) available to the Common Units | (1,302,000 | ) | 19,591,482 | $ | (0.07 | ) | ||||||
| Effect of Dilutive Securities | ||||||||||||
| Options | — | — | ||||||||||
| Diluted EPS | ||||||||||||
| Net (loss) available to the Common Units | N/A | N/A | N/A | |||||||||
Allocation of Net Income
Our net loss is allocated to partners’ capital accounts in accordance with the provisions of the Partnership Agreement.
NOTE D - PROPERTY, PLANT AND EQUIPMENT
| December 31, 2014 | June 30, 2015 | |||||||
| Land | $ | 515,000 | $ | 537,000 | ||||
| Terminal and improvements | 5,826,000 | 5,867,000 | ||||||
| Automotive equipment | 1,297,000 | - | ||||||
| 7,638,000 | 6,404,000 | |||||||
| Less: accumulated depreciation and amortization | (4,168,000 | ) | (3,590,000 | ) | ||||
| $ | 3,470,000 | $ | 2,814,000 | |||||
During April 2015, Regional sold all of its owned hauling equipment assets consisting of 41 tankers and 5 tractors for proceeds totaling $715,000 (the “Asset Sale”). In connection with the Asset Sale, Regional obtained the consent of Hopewell Investment Partners, LCC (“Hopewell”) to complete the Sale, to utilize the proceeds from the sale for working capital, and to release the assets as pledged collateral securing the loan made by Hopewell to Regional. Regional filed UCC Financing Statement Amendments on April 27, 2015 to remove the hauling equipment from the collateral securing the Hopewell Loan. (See “Note E – Debt Obligations – Hopewell Note” below.) During the quarter ended June 30, 2015, Regional recorded a gain of approximately $274,000 as a result of the Asset Sale. Because of existing tax net operating losses, Regional estimates that there will be no taxes owed in connection with the Asset Sale.
Depreciation expense of property, plant and equipment totaled $137,000 and $127,000 for the three months ended June 30, 2014 and 2015 and $273,000 and $278,000 for the six months ended June 30, 2014 and 2015, respectively.
| 12 |
CENTRAL ENERGY PARTNERS LP AND SUBIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE E — DEBT OBLIGATIONS
Long-term debt obligations of the Company were as follows as of the dates indicated:
| December 31, 2014 | June 30, 2015 | |||||||
| Hopewell Note | $ | 2,500,000 | $ | 2,376,000 | ||||
| Less current portion | (388,000 | ) | (2,376,000 | ) | ||||
| $ | 2,112,000 | $ | - | |||||
Hopewell Note
On March 20, 2013, Regional entered into a Term Loan and Security Agreement (the “Hopewell Loan Agreement”) with Hopewell pursuant to which Hopewell would loan Regional up to $2,500,000 (“ Hopewell Loan ”). Of this amount, $1,998,000 was advanced on March 20, 2013 and an additional $252,000 and $250,000 was advanced on March 26, 2013 and July 19, 2013, respectively. At the time the Hopewell Loan was obtained, William M. Comegys III was a member of the Board of Directors of the General Partner, as well as the managing member of Hopewell. As a result of this affiliation, the terms of the Hopewell Loan were reviewed by the Conflicts Committee of the Board of the General Partner. The committee determined that the Hopewell Loan was on terms better than could have been obtained from a third-party lender.
In connection with the Hopewell Loan, Regional issued Hopewell a promissory note (“ Hopewell Note ”) and granted Hopewell a security interest in all of Regional’s assets, including a first lien mortgage on the real property owned by Regional and an assignment of rents and leases and fixtures on the remaining assets of Regional. In connection with the Hopewell Loan, the Partnership delivered to Hopewell a pledge of the outstanding capital stock of Regional and the Partnership entered into an unlimited guaranty for the benefit of Hopewell. In addition, Regional and the Partnership entered into an Environmental Certificate with Hopewell representing as to the environmental condition of the property owned by Regional, agreeing to clean up or remediate any hazardous substances from the property, and agreeing, jointly and severally, to indemnify Hopewell from and against any claims whatsoever related to any hazardous substance on, in or impacting the property of Regional.
The Hopewell Loan matures on March 19, 2016 and carries a fixed annual rate of interest of 12%. Under the original terms of the Hopewell Loan, Regional was required to make interest payments only beginning April 2013 through September 2013 and then equal monthly payments of $56,000 (principal and interest) with a balloon payment due on March 19, 2016.
The Hopewell Loan was amended on two occasions in 2014 to provide for the extension of the interest only period from September 2013 through December 2014. In January 2015, Regional commenced making monthly principal payments. In connection with the asphalt leak from Tank 110 in May 2015, Hopewell agreed to defer payments of principal beginning in May 2015 until such time that Tank 110 is once again operational. At June 30, 2015, Regional was current on all payments due and owing to Hopewell.
Per the Hopewell Loan Agreement, Regional is required to provide annual audited and certified quarterly financial statements to Hopewell. The failure to provide those financial statements as prescribed is an event of default, and Hopewell may, by written notice to Regional, declare the Hopewell Note immediately due and payable. At June 30, 2015, Regional was current on its reporting requirements to Hopewell.
NOTE F – UNIT OPTIONS AND EQUITY INCENTIVE PLAN
Incentive Plans
On March 9, 2005, we established the 2005 Equity Incentive Plan of Rio Vista Energy Partners L.P. (“2005 Plan”). The 2005 Plan permits the grant of options, appreciation rights, restricted common units and phantom units of Common Units of the Partnership to any person who is an employee or director of, or consultant to, the Partnership or the General Partner or any affiliate of the Partnership (the “Partnership Entities”). The plan provides anti-dilution protection as determined by the Compensation Committee for a combination, exchange or extra-ordinary distribution of Common Units, or reorganization, recapitalization or any similar event affecting the Common Units or other securities of the Partnership. There were 750,000 Common Units authorized for issuance as awards under the 2005 Plan. As a result of the issuance of grants totaling 702,690 Common Units to executive officers of the General Partner, Regional and directors of the General Partner, there were 47,310 Common Units remaining for issuance under the 2005 Plan prior to its termination on March 9, 2015.
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CENTRAL ENERGY PARTNERS LP AND SUBIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
On March 26, 2014, the Board of Directors of the General Partner authorized and approved the 2014 Long-Term Incentive Plan of Central Energy Partners, LP (“2014 Plan”). The 2014 Plan permits the grant of incentive and non-incentive Common Unit Options, Common Unit Appreciation Rights, Restricted Common Unit Grants, Common Units, Common Unit Value Equivalents and Substitute Awards to employees and directors of the Partnership Entities. The Compensation Committee may grant the recipient of an award, other than a Common Unit grant, the right to receive an amount equal to the minimum quarterly distributions associated with the Common Units which are the subject of an award. All awards, except an outright grant of Common Units, are subject to forfeiture upon termination of an executive officer, employee or director for any reason unless the Compensation Committee establishes other criteria in the award grant. The 2014 Plan provides anti-dilution protection for the recipient of an award in the case of a reorganization, combination, exchange or extra-ordinary distribution of Common Units, a merger, consolidation or combination of the Partnership with another entity, or a “change of control” of the Partnership or the General Partner. The 2014 Plan remains in effect until December 31, 2023, unless sooner terminated by the Board of Directors of the General Partner in accordance with its terms. The 2014 Plan authorizes the issuance of up to 3,300,000 Common Units, subject to amendment to increase the amount of authorized Common Units. As a result of the issuance of grants and options totaling 1,350,000 Common Units to executive officers of the General Partner, Regional, and directors of the General Partner in May 2014, there are 1,950,000 Common Units remaining for issuance under the 2014 Plan as of June 30, 2015.
Each of the 2005 Plan and the 2014 Plan are administered by the Compensation Committee of the Board. In addition, the Board may exercise any authority of the Compensation Committee under the 2005 Plan. The Compensation Committee has broad discretion in issuing awards under either plan and amending or terminating either plan. Under the terms of the Partnership Agreement, no approval of either the 2005 Plan or the 2014 Plan by the Limited Partners of the Partnership is required.
NOTE G - COMMITMENTS AND CONTINGENCIES
Legal Proceedings
We are involved with legal proceedings, lawsuits and claims in the ordinary course of our business. We believe that the liabilities, if any, ultimately resulting from such proceedings, lawsuits and claims should not materially affect its consolidated financial results.
Leases
Penske Truck Lease
Effective January 18, 2012, Regional entered into a Vehicle Maintenance Agreement (“Maintenance Agreement”) with Penske Truck Leasing Co., L. P. (“Penske”) for the maintenance of its owned tractor and trailer fleet. The Maintenance Agreement provides for (i) fixed servicing as described in the agreement, which is basically scheduled maintenance, at the fixed monthly rate for tractors and for trailers and (ii) additional requested services, such as tire replacement, mechanical repairs, physical damage repairs, towing and roadside service and the provision of substitute vehicles, at hourly rates and discounts set forth in the agreement. Pricing for the fixed services is subject to upward adjustment for each rise of at least one percent (1%) for the Consumer Price Index for All Urban Consumers for the United States published by the United States Department of Labor. The term of the Maintenance Agreement is 84 months from the date a vehicle is placed in service and subject to the agreement. Regional is obligated to maintain liability insurance coverage on all vehicles naming Penske as a co-insured and indemnifying Penske for any loss it or its representatives may incur in excess of the insurance coverage. Penske has the right to terminate the Maintenance Agreement for any breach by Regional upon 60 days written notice, including failure to pay timely all fees owing Penske, maintenance of Regional’s insurance obligation or any other breach of the terms of the agreement.
During April 2015, in connection with Regional’s sale of its owned tractor and trailer fleet (see “Note D – Property, Plant and Equipment”), Regional notified Penske that it was terminating the Maintenance Agreement with respect to the owned tractor and trailer fleet. The Maintenance Agreement continues in effect with respect to Leased Tractors remaining in the possession of Regional under the terms of the Lease Agreement described below.
On February 17, 2012, Regional entered into a Vehicle Lease Service Agreement with Penske for 20 new Volvo tractors (“Leased Tractors”) to be acquired by Penske and leased to Regional, for a period of seven years (the “Lease Agreement”). Under the terms of the Lease Agreement, Regional made a $90,000 deposit. Regional pays a monthly lease fee per tractor and a monthly maintenance charge (“Maintenance Charge”) which is based on the actual miles driven by each Leased Tractor during such month. The Maintenance Charge covers all scheduled maintenance, including tires, to keep the Leased Tractors in good repair and operating condition. Any replacement parts and labor for repairs which are not ordinary wear and tear are in accordance with Penske fleet pricing, subject to upward adjustment on the same terms as set forth in the Maintenance Agreement. Penske is also obligated to provide roadside service resulting from mechanical or tire failure. Penske will obtain all operating permits and licenses with respect to the use of the Leased Tractors by Regional.
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CENTRAL ENERGY PARTNERS LP AND SUBIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The Leased Tractors were delivered by Penske during May 2012 and June 2012. Under the terms of the Lease Agreement, Regional has the option after the first anniversary date of the Lease Agreement to terminate the lease arrangement with respect to as many as five of the Leased Tractors leased based on a documented downturn in its hauling business. On May 31, 2013, Regional notified Penske of its intent to terminate the lease arrangement effective June 15, 2013, for five tractors as permitted by the Lease Agreement due to a decline in Regional’s transportation business. In January 2015, Regional approached Penske about terminating the Lease Agreement for an additional five Leased Tractors due to a continued decline in its hauling business. Penske agreed to terminate the lease for the five tractors at a cost of approximately $30,000 ($6,000 per tractor), which amount was paid in three monthly installments commencing in January 2015. In addition, Regional returned an additional five, two and two Leased Tractors to Penske during April 2015, June 2015 and July 2015, respectively, at a cost of $81,000 ($9,000 per tractor), which amounts are payable in three monthly installments based on the date each Leased Tractor was returned to Penske. Regional is obligated to maintain liability insurance coverage on all remaining Leased Tractors until returned to Penske.
As a result of the Asset Sale (see “Note D – Property, Plant and Equipment” above), and the return of the Leased Tractors referred to above, Regional’s remaining hauling equipment consists of one Leased Tractor and seven leased tanker trailers. Regional expects that it will return the remaining Leased Tractor and remaining seven leased tanker trailers by August 15, 2015. Regional expects that the $90,000 lease deposit currently held by Penske to secure payment obligations of under the Lease Agreement will be returned to Regional once all payments owing to Penske have been made.
Storage Tank Leak
On May 15, 2015, Tank 110, holding approximately 840,000 gallons of liquid asphalt (“Tank 110”) leased to Associated Asphalt Hopewell, LLC (the “Asphalt Customer”) was discovered to have a leak (the “Asphalt Leak”). Regional and the Asphalt Customer immediately took all necessary measures to limit and mitigate the amount of asphalt released from Tank 110. Regional and the Asphalt Customer arranged for the expedited removal of approximately 674,000 gallons of asphalt from Tank 110 through (a) the transfer of asphalt to a vacant smaller tank at the Regional terminal, (b) the transfer of asphalt to one of the Asphalt Customer’s terminal locations and (c) expedited sales of asphalt to customers of the Asphalt Customer. The remaining contents of Tank 110, consisting of approximately 166,000 gallons of asphalt (“Spilled Asphalt”), was released into the containment area of the Regional terminal, except for a portion of the asphalt which remains contained within the interior of Tank 110.
Regional is currently in the process of removing and disposing of the Spilled Asphalt. Once the Spilled Asphalt is removed, Regional intends to investigate and determine the cause of the Asphalt Leak. Regional expects to then immediately engage vendors for the appropriate repair of Tank 110.
As a result of the Asphalt Leak, Regional suspended the Asphalt Customer’s lease obligations associated with Tank 110 until such time as Tank 110 is operational. This action will result in a loss of approximately $29,000 per month of revenue associated with renting the tank (the “Lost Rents”). In addition, the Asphalt Customer has made a claim against Regional for an amount of approximately $275,000 representing the cost of the Spilled Asphalt as well as the costs it incurred to transport product to its terminal location referred to above (“Asphalt Customer Claim”).
Regional has notified its insurance providers of the Asphalt Leak. Regional believes that all of the costs incurred in connection with the Asphalt Leak, including the Asphalt Customer Claim, and a portion of the Lost Rents are covered through Regional’s insurance policies, subject to any exclusions for liability to repair Tank 110 including ordinary wear and tear or corrosion. Regional has requested its insurance providers to make an advanced payment of certain costs related to the Asphalt Leak. As of the date of this Form 10-Q, the insurance providers have not had access to the inside of Tank 110 to assess damage or the cause of the Asphalt Leak. As a result, the insurance providers have not provided any analysis or opinion as to whether they will accept or deny coverage for the cost of repairing Tank 110.
At June 30, 2015, Regional recorded an expense of $257,000 as a part of “cost of goods sold” in connection with the Asphalt Leak, which represents a reserve in the amount of $232,000 to repair Tank 110 and the casualty policy deductible of $25,000. At the present time, Regional does not have a third-party estimate of the cost of repairing Tank 110. Regional has not reserved any costs associated with the cleanup of the Spilled Asphalt and the Asphalt Customer Claim, as its insurance providers have indicated they will reimburse the company for such losses, less the applicable deductibles. The above amounts do not include any Lost Rents which may be reimbursed to Regional through existing insurance coverage.
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CENTRAL ENERGY PARTNERS LP AND SUBIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Regional expects that the Storage Tank will be operational by the 4th quarter of 2015.
NOTE H – MAJOR CUSTOMERS AND CONCENTRATIONS OF CREDIT RISK
Major Customers
For the three months ended June 30, 2015, Noble Oil Services, Inc., Associated Asphalt Hopewell, LLC, and MeadWestvaco Specialty Chemicals, Inc. accounted for approximately 28%, 25% and 15% of Regional’s revenues, respectively.
For the six months ended June 30, 2015, Suffolk Sales, Associated Asphalt Hopewell, LLC, and MeadWestvaco Specialty Chemicals, Inc. accounted for approximately 25%, 22% and 19% of Regional’s revenues, respectively, and approximately 14%, 3% and 25% of Regional’s accounts receivable, respectively. Noble Oil Services, Inc. accounted for approximately 18% of Regional’s revenues and approximately 35% of the accounts receivables.
Concentrations of Credit Risk
The balance sheet items that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable. We maintain cash balances in different financial institutions. Balances in accounts are insured up to Federal Deposit Insurance Corporation (“FDIC”) limits of $250,000 per institution. At June 30, 2015, we did not have any cash balances in financial institutions in excess of FDIC insurance coverage. Concentrations of credit risk with our accounts receivable are mitigated by our ongoing credit evaluations of our customers.
NOTE I — INCOME TAXES
Federal Tax Liabilities
Failure to File Electronically and Delivery of Schedules K-1 to Unitholders
During November 2013, the Partnership received a notice from the IRS that it was liable for penalties (“2012 IRS Penalties”) of approximately $296,000 in connection with the late filing of the 2012 federal partnership tax return (“2012 Tax Return”) and approximately $142,000 in connection with failing to file the 2012 Tax Return electronically. The Partnership timely filed the 2012 Tax Return manually. During January 2014, the Partnership submitted an appeal to the IRS to have the 2012 IRS Penalties removed. On February 25, 2014, it received written notice from the IRS that the appeal of the late filing penalty was approved and the appeal of the failure to file the 2012 Tax Return electronically was denied. The Partnership filed an appeal of the decision to deny on April 23, 2014 since it believes that reasonable cause exists for the Partnership’s failure to file the 2012 Tax Return electronically. During July 2015, the IRS notified the Partnership that its appeal of the decision to deny was being reviewed.
As of June 30, 2015, we have accrued a reserve of $142,000 in connection with the remaining 2012 IRS Penalties. There can be no assurance that our request for relief from the remaining outstanding 2012 IRS Penalties will be approved by the IRS or that we will have adequate financial resources to pay the remaining outstanding 2012 IRS Penalties.
NOTE J — RELATED PARTY TRANSACTIONS
The General Partner has a legal duty to manage the Partnership in a manner beneficial to the Partnership’s Unitholders. However, the General Partner also has a legal duty to manage its affairs in a manner that benefit its members. This can create a conflict of interest between the Unitholders of the Partnership and the members of the General Partner. The Partnership Agreement provides certain requirements for the resolution of conflicts, but also limits the liability and reduces the fiduciary duties of the General Partner to the Unitholders. The Partnership Agreement also restricts the remedies available to Unitholders for actions that might otherwise constitute breaches of the General Partner’s fiduciary duty.
Advances from General Partner
All funds advanced to the Partnership by the General Partner since November 17, 2010 have been treated as a loan pursuant to the terms of an intercompany demand promissory note effective March 1, 2012, and amended during March 2014, November 2014 and June 2015. The intercompany demand note provides for advances from time to time by the General Partner to the Partnership of up to $6,000,000. Repayment of such advances, together with accrued and unpaid interest, is to be made in 12 substantially equal quarterly installments starting with the quarter ended March 31, 2017. The note bears interest at 10% per annum. At June 30, 2015, the total amount owed to the General Partner by the Partnership, including accrued interest, was $5,259,000.
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CENTRAL ENERGY PARTNERS LP AND SUBIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Intercompany Loans and Receivables
Regional Acquisition Funding
In connection with the Regional acquisition, on July 26, 2007 Regional issued to the Partnership a promissory note in the amount of $2,500,000 (“Central Promissory Note”) in order to provide the remaining funding needed to complete the acquisition of Regional. Interest on the Central Promissory Note is 10% annually and such interest is payable quarterly. The Central Promissory Note is due on demand. Regional has not made an interest payment on the Central Promissory Note since its inception. Interest is accruing but unpaid. The balance on the note at June 30, 2015 is $4,484,000. The payment of this amount is subordinated to the payment of the Hopewell Note by Regional.
Other Advances
In addition to the Central Promissory Note, there have been other intercompany net advances made from time to time from the Partnership and/or RVOP to Regional. These intercompany amounts were historically evidenced by book entries. Effective March 1, 2012, Regional and the Partnership entered into an intercompany demand promissory note incorporating all advances made as of December 31, 2010 and since that date. The note bears interest at the rate of 10% annually from January 1, 2011. At June 30, 2015, the intercompany balance owed by Regional to the Partnership and/or RVOP is approximately $3,607,000, which includes interest. This amount is due to the Partnership and RVOP on demand; however, as is the case with the Central Promissory Note, payment of these amounts is also subordinated to payment of the Hopewell Note by Regional.
Allocated Expenses Charged to Subsidiary
Regional is charged for direct expenses paid by the Partnership on its behalf, as well as its share of allocable overhead for expenses incurred by the Partnership which are indirectly attributable to Regional related activities. For the three months and six months ended June 30, 2014 and 2015, Regional recorded allocable expenses of $55,000, $42,000, $120,000 and $84,000, respectively.
Reimbursement Agreements
Effective December 31, 2013, in connection with the CEGP Investment and the resulting change in control of the General Partner, the Partnership moved its principal executive offices to another office location within Dallas, Texas that is leased from Katy Resources LLC (“Katy”), an entity controlled by G. Thomas Graves III, the Chairman of the Board of the General Partner. As a result, we entered into a new reimbursement agreement with Katy on a month-to-month basis for reimbursement of allocable “overhead costs” and can be terminated by either party on 30 day’s advance written notice. Effective January 1, 2011, the Partnership entered into an identical agreement with Rover Technologies LLC, a limited liability company affiliated with Ian Bothwell, the General Partner’s Senior Vice President located in Manhattan Beach, California. Mr. Bothwell is a resident of California and lives in Manhattan Beach. Since June 2012, Regional has been directly charged for its allocated portion of Rover Technologies LLC’s expenses. In connection with the CEGP Investment, the Partnership reimbursed Rover Technologies LLC for the outstanding unpaid overhead costs as of the date of the CEGP Investment. For the three months and six months ended June 30, 2014 and 2015, expenses billed in connection with the reimbursement agreements were $13,000, $13,000, $35,000 and $25,000, respectively.
NOTE K — REALIZATION OF ASSETS
Our unaudited consolidated balance sheets have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate our continuation as a going concern. However, currently the General Partner’s cash reserves are limited and the remaining available amounts (approximately $87,000 at August 3, 2015) are intended to be used to fund the Partnership’s ongoing working capital requirements, including necessary funding of working capital for Regional. In connection with the Hopewell Note, Regional is currently required to make monthly payments of $28,000 (interest only) and such amounts are expected to increase to $56,000 (principal and interest) once Tank 110 is operational. In March 2016, a balloon payment for the principal amount owed on the Hopewell Note will be due (approximately $2,376,000 at June 30, 2015). Payments under the Hopewell Note could be accelerated in the event of a default. The amount of penalties related to the remaining 2012 Tax Return are $142,000 and will be required to be paid if the Partnership’s appeal is unsuccessful. In connection with the Asphalt Leak, the exposure to Regional for costs in excess of insured amounts have yet to be determined. In addition, Regional may be required to fund the costs associated with the Asphalt Leak prior to receiving advances or reimbursements available under the applicable insurance policies, including deductible amounts under each applicable insurance policy, and any costs incurred in excess of coverage amounts. All of Central’s assets are pledged as collateral for the Hopewell Loan, and therefore, Central is unable to obtain additional financing collateralized by those assets without the repayment of the Hopewell Loan. In addition, the Partnership has obligations under existing registration rights agreement which may be a deterrent to any future financings.
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CENTRAL ENERGY PARTNERS LP AND SUBIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
In view of the matters described in the preceding paragraphs, recoverability of the recorded asset amounts shown in the accompanying consolidated balance sheets assume that: (1) Regional does not experience any significant disruptions in storage revenues resulting from the timing of termination of storage tank lease agreements and identifying replacement customers, the failure of storage facilities (such as the Asphalt Leak), and/or disruptions resulting from the performance of maintenance, improvements or repairs on its facilities; (2) the Partnership is able to acquire additional assets capable of generating sufficient revenues to meet cash requirements; (3) obligations to the Company’s creditors are not accelerated; (4) there is adequate funding available to Regional to complete required maintenance, improvements and repairs to its facilities; (5) the Company’s operating expenses remain at current levels; (6) Regional obtains additional working capital to meet its contractual commitments through future advances by the Partnership or a refinancing of the Hopewell Loan; and/or (7) the Partnership receives future advances from the General Partner in amounts necessary to fund working capital until an acquisition or other financing transaction is completed by the Partnership.
There is no assurance that the Partnership and/or Regional will be able to complete an accretive acquisition transaction or otherwise obtain sufficient working capital to cover ongoing cash requirements. Without sufficient cash reserves, the Partnership’s ability to pursue additional acquisition transactions will be adversely impacted. As of August 3, 2015, Central had only $50,000 of available cash to meet its capital needs. Furthermore, despite significant effort, the Partnership has thus far been unsuccessful in completing an acquisition transaction. There can be no assurance that the Partnership will be able to complete an accretive acquisition or otherwise find additional sources of working capital. If an acquisition transaction cannot be completed or if additional funds cannot otherwise be raised, the Partnership and/or Regional would be required to seek other alternatives which could include the sale of additional assets, the sale of the General Partner, closure of operations and/or protection under U.S. bankruptcy laws.
NOTE L - 401K PLAN
Regional sponsors a defined contribution retirement plan (“401(k) Plan”) covering all eligible employees effective November 1, 1988. The 401(k) Plan allows eligible employees to contribute, subject to Internal Revenue Service limitations on total annual contributions, up to 60% of their compensation as defined in the 401(k) Plan, to various investment funds. Regional matches, on a discretionary basis, 50% of the first 6% of employee contributions. Furthermore, Regional may make additional contributions on a discretionary basis at the end of the Plan year for all eligible employees.
NOTE M - SEGMENT INFORMATION
We report segment information in accordance with ASC 280, Segment Reporting. Under ASC 280, all publicly-traded companies are required to report certain information about the operating segments, products, services and geographical areas in which they operate and their major customers. Operating segments are components of a company for which separate financial information is available that is evaluated regularly by management in deciding how to allocate resources and assess performance. This information is reported on the basis that it is used internally for evaluating segment performance. We had only one operating segment (the transportation and terminaling business of Regional) during the three months and six months ended June, 2014 and 2015.
The following are amounts related to the Regional transportation and terminaling business included in the accompanying consolidated financial statements for the three months and six months ended June 30, 2014 and 2015 and at December 31, 2014 and June 30, 2015:
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CENTRAL ENERGY PARTNERS LP AND SUBIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| Three months ended June 30, 2014 | Three months ended June 30, 2015 | Six months ended June 30, 2014 | Six months ended June 30, 2015 | |||||||||||||
| Revenue from external customers | $ | 1,250,000 | $ | 1,250,000 | $ | 2,547,000 | $ | 1,595,000 | ||||||||
| Interest expense | $ | 79,000 | $ | 79,000 | $ | 164,000 | $ | 152,000 | ||||||||
| Depreciation and amortization | $ | 136,000 | $ | 136,000 | $ | 273,000 | $ | 278,000 | ||||||||
| Net (loss) | $ | (74,000 | ) | $ | (74,000 | ) | $ | (153,000 | ) | $ | (911,000 | ) | ||||
| December 31, 2014 | June 30, 2015 | |||||||||||||||
| Total assets | $ | 8,069,000 | $ | 7,825,000 | ||||||||||||
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of Central's liquidity and capital resources should be read in conjunction with our unaudited consolidated financial statements and related notes thereto appearing elsewhere herein.
Current Assets and Operations
Regional
On July 27 2007, we acquired the business of Regional Enterprises, Inc., a Virginia corporation. Regional has provided liquid bulk storage, transportation and railcar trans-loading of bulk liquids, including hazardous chemicals and petroleum products, to its customers for over 40 years. Regional’s facilities are located on the James River in Hopewell, Virginia. Regional’s facility consists of 10 million gallons of available storage tanks, a rail spur which is capable of receiving 18 rail cars at any one time and truck loading racks. Certain customers for whom Regional provides storage services also use its transportation services. The hazardous materials and petroleum products stored, trans-loaded and transported by Regional are owned by its customers at all times.
In connection with the continued decline in Regional’s hauling services Revenues to levels which were not profitable, and to improve overall cash flow, Regional began taking steps during the six months ended June 30, 2015 to reduce the amount of fixed and variable obligations associated with that segment. In April 2015, Regional sold its owned tractor and tanker trailer fleet. In addition, Regional turned in all but three Penske Leased Tractors during the period January 1, 2015 through June 30, 2015. It returned an additional two Lease Tractors on July 27, 2015, and Regional expects that it will return the remaining Penske Leased Tractor by August 15, 2015. As a result of these actions, Regional will no longer provide hauling related services. Regional expects that the termination of the unprofitable hauling services segment will improve its overall cash flow.
Regional’s revenues for the three months and six months ended June 30, 2014 and 2015 were divided as set forth below. All dollar amounts are in thousands.
| Three Months Ended June 30, | ||||||||||||||||
| 2014 | 2015 | |||||||||||||||
| Revenue | % | Revenue | % | |||||||||||||
| Hauling | $ | 467 | 37 | % | $ | 126 | 18 | % | ||||||||
| Storage | 544 | 44 | % | 480 | 70 | % | ||||||||||
| Terminal | 239 | 19 | % | 80 | 12 | % | ||||||||||
| Other | - | 0 | % | - | 0 | % | ||||||||||
| Total | $ | 1,250 | 100 | % | $ | 686 | 100 | % | ||||||||
| Six Months Ended June 30, | ||||||||||||||||
| 2014 | 2015 | |||||||||||||||
| Revenue | % | Revenue | % | |||||||||||||
| Hauling | $ | 1,019 | 40 | % | $ | 469 | 29 | % | ||||||||
| Storage | 1,050 | 41 | % | 966 | 61 | % | ||||||||||
| Terminal | 478 | 19 | % | 162 | 10 | % | ||||||||||
| Other | - | 0 | % | (2 | ) | 0 | % | |||||||||
| Total | $ | 2,547 | 100 | % | $ | 1,595 | 100 | % | ||||||||
Results of Operations
The unaudited consolidated results of operations from continuing operations during the three months ended June 30, 2014 and 2015, reflect the results associated with Regional’s storage, trans-loading and transportation business of refined petroleum and petrochemical products and all indirect income and expenses of the Partnership.
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Three Months Ended June 30, 2014 and 2015 (all amounts in thousands)
| Change Three Months Ended | ||||||||||||||||||||||||||||||||||||
| Three Months Ended | Three Months Ended | June 30, 2015 versus | ||||||||||||||||||||||||||||||||||
| June 30, 2015 | June 30, 2014 | June 30, 2014 | ||||||||||||||||||||||||||||||||||
| Regional | Corporate | Total | Regional | Corporate | Total | Regional | Corporate | Total | ||||||||||||||||||||||||||||
| Revenues | $ | 686 | $ | - | $ | 686 | $ | 1,250 | $ | - | $ | 1,250 | $ | (564 | ) | $ | - | $ | (564 | ) | ||||||||||||||||
| Costs Of Goods Sold | $ | 1,071 | $ | - | $ | 1,071 | $ | 1,004 | $ | - | $ | 1,004 | 67 | - | 67 | |||||||||||||||||||||
| Gross Profit | $ | (385 | ) | $ | - | $ | (385 | ) | $ | 246 | $ | - | $ | 246 | (631 | ) | - | (631 | ) | |||||||||||||||||
| Selling, General and Administrative Expenses | $ | 273 | $ | 88 | $ | 361 | $ | 241 | $ | 5 | $ | 246 | 32 | 83 | 115 | |||||||||||||||||||||
| Operating Income (Loss) | $ | (658 | ) | $ | (88 | ) | $ | (746 | ) | $ | 5 | $ | (5 | ) | $ | - | (663 | ) | (83 | ) | (746 | ) | ||||||||||||||
| Gain on sale-hauling equipment | $ | 274 | $ | - | $ | 274 | $ | - | $ | - | $ | - | 274 | - | 274 | |||||||||||||||||||||
| Interest Expense, net | $ | (69 | ) | $ | (126 | ) | $ | (195 | ) | $ | (79 | ) | $ | (18 | ) | $ | (97 | ) | 10 | (108 | ) | (98 | ) | |||||||||||||
| Income (Loss) Before Taxes | $ | (453 | ) | $ | (214 | ) | $ | (667 | ) | $ | (74 | ) | $ | (23 | ) | $ | (97 | ) | (379 | ) | (191 | ) | (570 | ) | ||||||||||||
| Provision (Benefit) For Income Taxes | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | - | - | - | |||||||||||||||||||||
| Net Income (Loss) | $ | (453 | ) | $ | (214 | ) | $ | (667 | ) | $ | (74 | ) | $ | (23 | ) | $ | (97 | ) | $ | (379 | ) | $ | (191 | ) | $ | (570 | ) | |||||||||
Revenues. Our revenues for the three months ended June 30, 2015 decreased by $0.564 million from the revenues for the three months ended June 30, 2014. The majority of the decrease was due to lower hauling revenues caused by the decision to sell all of our hauling equipment in April 2015 as discussed further in “Note D – Property, Plant and Equipment” to our Consolidated Financial Statements (Unaudited) included in Part I – Financial Information. Storage revenue was also lower due to the storage tank leak described in “Note G – Commitments and Contingencies” to our Consolidated Financial Statements (Unaudited) included in Part – Financial Information (the “Asphalt Leak”).
Cost of Goods Sold. Our cost of goods sold for the three months ended June 30, 2015 increased slightly from the same period in 2014. The main increase came as the result of the Asphalt Leak.
Selling, General and Administrative Expenses. Selling, general and administrative expenses (“SG&A”) during the three months ended June 30, 2015 were $0.361 million compared to $0.246 million for the three months ended June 30, 2014, an increase of approximately $0.115 million (47%). The increase was mainly the result of higher legal and professional costs during the three months ended June 30, 2015.
Six Months Ended June 30, 2015 and 2014 (all amounts in thousands)
| Change Six Months Ended | ||||||||||||||||||||||||||||||||||||
| Six Months Ended | Six Months Ended | June 30, 2015 versus | ||||||||||||||||||||||||||||||||||
| June 30, 2015 | June 30, 2014 | June 30, 2014 | ||||||||||||||||||||||||||||||||||
| Regional | Corporate | Total | Regional | Corporate | Total | Regional | Corporate | Total | ||||||||||||||||||||||||||||
| Revenues | $ | 1,595 | $ | - | $ | 1,595 | $ | 2,547 | $ | - | $ | 2,547 | $ | (952 | ) | $ | - | $ | (952 | ) | ||||||||||||||||
| Costs Of Goods Sold | $ | 2,055 | $ | - | $ | 2,055 | $ | 2,011 | $ | - | $ | 2,011 | 44 | - | 44 | |||||||||||||||||||||
| Gross Profit | $ | (460 | ) | $ | - | $ | (460 | ) | $ | 536 | $ | - | $ | 536 | (996 | ) | - | (996 | ) | |||||||||||||||||
| Selling, General and Administrative Expenses | $ | 573 | $ | 180 | $ | 753 | $ | 525 | $ | 222 | $ | 747 | 48 | (42 | ) | 6 | ||||||||||||||||||||
| Operating Income (Loss) | $ | (1,033 | ) | $ | (180 | ) | $ | (1,213 | ) | $ | 11 | $ | (222 | ) | $ | (211 | ) | (1,044 | ) | 42 | (1,002 | ) | ||||||||||||||
| Gain on sale-hauling equipment | $ | 274 | $ | - | $ | 274 | $ | - | $ | - | $ | - | 274 | - | 274 | |||||||||||||||||||||
| Interest Expense, net | $ | (152 | ) | $ | (238 | ) | $ | (390 | ) | $ | (164 | ) | $ | (33 | ) | $ | (197 | ) | 12 | (205 | ) | (193 | ) | |||||||||||||
| Income (Loss) Before Taxes | $ | (911 | ) | $ | (418 | ) | $ | (1,329 | ) | $ | (153 | ) | $ | (255 | ) | $ | (408 | ) | (758 | ) | (163 | ) | (921 | ) | ||||||||||||
| Provision (Benefit) For Income Taxes | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | - | - | - | |||||||||||||||||||||
| Net Income (Loss) | $ | (911 | ) | $ | (418 | ) | $ | (1,329 | ) | $ | (153 | ) | $ | (255 | ) | $ | (408 | ) | $ | (758 | ) | $ | (163 | ) | $ | (921 | ) | |||||||||
Revenues. Our revenues for the six months ended June 30, 2015 decreased by $0.952 million from the revenues for the six months ended June 30, 2014. The decrease was mainly due to lower hauling revenues caused by the decision to sell all of our hauling equipment in April 2015 as discussed further in “Note D - Property, Plant and Equipment” to our Consolidated Financial Statements (Unaudited) included in Part I – Financial Information.
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Cost of Goods Sold. Our cost of goods sold for the six months ended June 30, 2015 increased slightly from the same period in 2014. The main increase came as the result of the Asphalt Leak.
Selling, General and Administrative Expenses. SG&A during the six months ended June 30, 2015 were $0.753 million compared to $0.747 million for the six months ended June 30, 2014. The increase was minimal and in line with our projections.
Liquidity and Capital Resources
Since May 2009, the Partnership’s sole operating subsidiary has been Regional. At the time of the Sale, the General Partner anticipated the need for cash reserves sufficient to allow the Partnership to regain compliance with its delinquent tax and financial reporting requirements and to fund corporate overhead for a reasonable period of time while it identified and completed the acquisition of additional assets that would provide sufficient liquidity to fund its future operations and the various costs incurred by the General Partner in operating the Partnership (including the compliance costs associated with being a publicly-registered entity), acquisition costs (including costs associated with identifying and valuing acquisition targets, performing due diligence reviews and documenting a potential transaction) and other governance activities associated with a publicly-traded entity. Those funds were exhausted by September 2012 without the completion of an acquisition.
In September 2012, the Board of the General Partner recommended the issuance of 12,000 units representing membership interests in the General Partner (“Units”) at a price of $50.00 per Unit, to raise $600,000 to fund the working capital needs of Central. This recommendation was approved by the requisite number of members of the General Partner on September 14, 2012, pursuant to the terms of the Company Agreement of the General Partner. As of October 30, 2012, the offered Units were fully subscribed. The offer of the Units was made in accordance with Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). No placement agent or broker was involved in the transaction. By June 2013, Central had exhausted all available cash resources from operations and advances made by the General Partner from the private placement of the Units described above without completing an accretive acquisition.
On November 26, 2013, the Partnership, the General Partner and CEGP executed a definitive Purchase and Sale Agreement (“PSA”) and certain other transaction documents which provided for: (1) the sale of a 55% interest in the General Partner to CEGP through the purchase of newly issued membership interests of the General Partner by CEGP and the issuance of 3,000,000 Common Units to CEGP (“CEGP Investment”); (2) the issuance of performance warrants that provide the holders thereof with the opportunity, but not the obligation, to acquire, in the aggregate, an additional 3,000,000 Common Units at an exercise price of $0.093478, subject to adjustment, in the event the Partnership successfully completes one or more asset acquisition transactions with an aggregate gross purchase price of at least $20 million within 12 months after closing, which have now expired (“Performance Warrants”); (3) amending and restating the Registration Rights Agreement; (4) amending and restating the Company Agreement; and (5) amending and restating the Partnership Agreement. The aggregate purchase price for the 55% membership interest in the General Partner, the issuance of the 3,000,000 Common Units and the Performance Warrants was $2,750,000 (the “Purchase Price”). At the closing of the transaction, net proceeds of $2,350,000 were delivered to the General Partner and the Partnership (the Purchase Price less credits totaling $400,000 for prior payments received on July 19, 2013 and August 19, 2013 by the Partnership in connection with stand-still agreements in place until the execution of the PSA. Of the total Purchase Price, the amount of $280,434 was allocated to the price paid for the 3,000,000 Common Units and $2,469,566 was allocated to the value of the 55% membership interest in the General Partner, which was represented by 136,888.89 units issued to CEGP.
By August 2014, the proceeds from the CEGP Investment were essentially exhausted and the Board of the General Partner recommended the issuance of 15,000 Units of the General Partner at a price of $50.00 per Unit, the proceeds of which were to be used to fund working capital needs of Central. This recommendation was approved by the requisite number of members of the General Partner on August 7, 2014 pursuant to the terms of the Third Amended and Restated Limited Liability Company Agreement of the General Partner (the “Company Agreement”). As of November 3, 2014, the offered Units were fully subscribed. The offer and sale of the Units was made in accordance with Section 4(2) of the Securities Act. No placement agent or broker was involved in the transaction. By March 31, 2015, substantially all of the proceeds from this private placement of General Partner Units had been exhausted.
In March 2015, management determined that it was in the best interest of the Partnership to terminate Regional’s hauling services due to continuing losses from those operations. As a result, Regional sold all of its owned hauling equipment assets in April 2015 consisting of 41 tanker trailers and five tractors for proceeds totaling $715,000. These proceeds were used for working capital at Regional and the Partnership. In addition, Regional began returning its remaining Leased Tractors to Penske. Five, two and two Leased Tractors were returned to Penske during April 2015, June 2015 and July 2015 at a cost of $81,000 ($9,000 per tractor). Regional expects that the remaining one Leased Tractors and the remaining seven leased tanker trailers will be returned to the respective lessors during the quarter ended September 30, 2015.
At June 30, 2015, Central had $87,000 of available cash remaining to meet its capital needs, including the payment of principal and interest due to Hopewell. Absent the Partnership’s ability to complete an accretive acquisition or raise additional capital from a financing transaction, the Partnership and/or Regional would be required to seek other alternatives which could include the sale of additional assets or the Company, closure of operations, and/or protection under U.S. bankruptcy laws.
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Commitments and Contingencies
Storage Tank Leak
On May 15, 2015, Tank 110, holding approximately 840,000 gallons of liquid asphalt (“Tank 110”) leased to Associated Asphalt Hopewell, LLC (the “Asphalt Customer”) was discovered to have a leak (the “Asphalt Leak”). Regional and the Asphalt Customer immediately took all necessary measures to limit and mitigate the amount of asphalt released from Tank 110. Regional and the Asphalt Customer arranged for the expedited removal of approximately 674,000 gallons of asphalt from Tank 110 through (a) the transfer of asphalt to a vacant smaller tank at the Regional terminal, (b) the transfer of asphalt to one of the Asphalt Customer’s terminal locations and (c) expedited sales of asphalt to customers of the Asphalt Customer. The remaining contents of Tank 110, consisting of approximately 166,000 gallons of asphalt (“Spilled Asphalt”), was released into the containment area of the Regional terminal, except for a portion of asphalt which remains contained within the interior of Tank 110.
Regional is currently in the process of removing and disposing of the Spilled Asphalt. Once the Spilled Asphalt is removed, Regional intends to investigate and determine the cause of the Asphalt Leak. Regional expects to then immediately engage vendors for the appropriate repair of Tank 110.
As a result of the Asphalt Leak, Regional suspended the Asphalt Customer’s lease obligations associated with Tank 110 until such time as Tank 110 is operational. This action will result in a loss of approximately $29,000 per month of revenue associated with renting the tank (the “Lost Rents”). In addition, the Asphalt Customer has made a claim against Regional for an amount of approximately $275,000 representing the cost of the Spilled Asphalt as well as the costs it incurred to transport product to its terminal location referred to above (“Asphalt Customer Claim”).
Regional has notified its insurance providers of the Asphalt Leak. Regional believes that all of the costs incurred in connection with the Asphalt Leak, including the Asphalt Customer Claim, and a portion of the Lost Rents are covered through Regional’s insurance policies, subject to any exclusions for liability to repair Tank 110 including ordinary wear and tear or corrosion. Regional has requested its insurance providers to make an advanced payment of certain costs related to the Asphalt Leak. As of the date of this Form 10-Q, the insurance providers have not had access to the inside of Tank 110 to assess damage or the cause of the Asphalt Leak. As a result, the insurance providers have not provided any analysis or opinion as to whether they will accept or deny coverage for the cost of repairing Tank 110.
At June 30, 2015, Regional recorded an expense of $257,000 as a part of “cost of goods sold” in connection with the Asphalt Leak, which represents a reserve in the amount of $232,000 to repair Tank 110 and the casualty policy deductible of $25,000. At the present time, Regional does not have a third-party estimate of the cost of repairing Tank 110. Regional has not reserved any costs associated with the cleanup of the Spilled Asphalt and the Asphalt Customer Claim, as its insurance providers have indicated they will reimburse the company for such losses, less the applicable deductibles. The above amounts do not include any Lost Rents which may be reimbursed to Regional through existing insurance coverage.
Regional expects that the Storage Tank will be operational by the 4th quarter of 2015.
Tax Liabilities
Failure to File Electronically and Delivery of Schedules K-1 to Unitholders
During November 2013, the Partnership received a notice from the IRS that it was liable for penalties (“2012 IRS Penalties”) of approximately $296,000 in connection with the late filing of the 2012 federal partnership tax return (“2012 Tax Return”) and approximately $142,000 in connection with failing to file the 2012 Tax Return electronically. The Partnership timely filed the 2012 Tax Return manually. During January 2014, the Partnership submitted an appeal to the IRS to have the 2012 IRS Penalties removed. On February 25, 2014, the Partnership received written notice from the IRS that the appeal of the late filing penalty was approved and the appeal of the failure to file the 2012 Tax Return electronically was denied. The Partnership filed an appeal of the decision to deny on April 23, 2014 since it believes that reasonable cause exists for the Partnership’s failure to file the 2012 Tax Return electronically. During July 2015, the IRS notified the Partnership that its appeal of the decision to deny was being reviewed.
As of June 30, 2015, we have accrued a reserve of $142,000 in connection with the remaining 2012 IRS Penalties. There can be no assurance that our request for relief from the remaining outstanding 2012 IRS Penalties will be approved by the IRS or that we will have adequate financial resources to pay the remaining outstanding 2012 IRS Penalties.
Disputes
We may be involved with other proceedings, lawsuits and claims in the ordinary course of its business. We believe that the liabilities, if any, ultimately resulting from such proceedings, lawsuits and claims should not materially affect our consolidated financial results.
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Debt Obligations
Hopewell Note
On March 20, 2013, Regional entered into a Term Loan and Security Agreement (the “Hopewell Loan Agreement”) with Hopewell pursuant to which Hopewell would loan Regional up to $2,500,000 (“ Hopewell Loan ”). Of this amount, $1,998,000 was advanced on March 20, 2013 and an additional $252,000 and $250,000 was advanced on March 26, 2013 and July 19, 2013, respectively. At the time the Hopewell Loan was obtained, William M. Comegys III was a member of the Board of Directors of the General Partner, as well as the managing member of Hopewell. As a result of this affiliation, the terms of the Hopewell Loan were reviewed by the Conflicts Committee of the Board of the General Partner. The committee determined that the Hopewell Loan was on terms better than could have been obtained from a third-party lender.
In connection with the Hopewell Loan, Regional issued Hopewell a promissory note (“ Hopewell Note ”) and granted Hopewell a security interest in all of Regional’s assets, including a first lien mortgage on the real property owned by Regional and an assignment of rents and leases and fixtures on the remaining assets of Regional. In connection with the Hopewell Loan, the Partnership delivered to Hopewell a pledge of the outstanding capital stock of Regional and the Partnership entered into an unlimited guaranty for the benefit of Hopewell. In addition, Regional and the Partnership entered into an Environmental Certificate with Hopewell representing as to the environmental condition of the property owned by Regional, agreeing to clean up or remediate any hazardous substances from the property, and agreeing, jointly and severally, to indemnify Hopewell from and against any claims whatsoever related to any hazardous substance on, in or impacting the property of Regional.
The Hopewell Loan matures on March 19, 2016 and carries a fixed annual rate of interest of 12%. Under the original terms of the Hopewell Loan, Regional was required to make interest payments only beginning April 2013 through September 2013 and then equal monthly payments of $56,000 (principal and interest) with a balloon payment due on March 19, 2016.
The Hopewell Loan was amended on two occasions in 2014 to provide for the extension of the interest only period from September 2013 through December 2014. In January 2015, Regional commenced making monthly principal payments. In connection with the Asphalt Leak from Tank 110 in May 2015, Hopewell agreed to defer payments of principal beginning in May 2015 until such time that Tank 110 is once again operational. At June 30, 2015, Regional was current on all payments due and owing to Hopewell.
Per the Hopewell Loan Agreement, Regional is required to provide annual audited and certified quarterly financial statements to Hopewell. The failure to provide those financial statements as prescribed is an event of default, and Hopewell may, by written notice to Regional, declare the Hopewell Note immediately due and payable. At June 30, 2015, Regional was current on its reporting requirements to Hopewell.
Advances from General Partner
All funds advanced to the Partnership by the General Partner since November 17, 2010 have been treated as a loan pursuant to the terms of an intercompany demand promissory note effective March 1, 2012, and amended during March 2014, November 2014 and June 2015. The intercompany demand note provides for advances from time to time by the General Partner to the Partnership of up to $6,000,000. Repayment of such advances, together with accrued and unpaid interest, is to be made in 12 substantially equal quarterly installments starting with the quarter ended March 31, 2017. The note bears interest at 10% per annum. At June 30, 2015, the total amount owed to the General Partner by the Partnership, including accrued interest, was $5,259,000.
Intercompany Notes
Regional Acquisition Funding. In connection with the Regional acquisition, on July 26, 2007 Regional issued to the Partnership a promissory note in the amount of $2,500,000 (“Central Promissory Note”) in order to provide the remaining funding needed to complete the acquisition of Regional. Interest on the Central Promissory Note is 10% annually and such interest is payable quarterly. The Central Promissory Note is due on demand. Regional has not made an interest payment on the Central Promissory Note since its inception. Interest is accruing but unpaid. The balance on the note at June 30, 2015 is $4,484,000. The payment of this amount is subordinated to the payment of the Hopewell Note by Regional.
Other Advances. In addition to the Central Promissory Note, there have been other intercompany net advances made from time to time from the Partnership and/or RVOP to Regional. These intercompany amounts were historically evidenced by book entries. Effective March 1, 2012, Regional and the Partnership entered into an intercompany demand promissory note incorporating all advances made as of December 31, 2010 and since that date. The note bears interest at the rate of 10% annually from January 1, 2011. At June 30, 2015, the intercompany balance owed by Regional to the Partnership and/or RVOP is approximately $3,607,000, which includes interest. This amount is due to the Partnership and RVOP on demand; however, as is the case with the Central Promissory Note, payment of these amounts is also subordinated to payment of the Hopewell Note by Regional.
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Material Agreements
Tank Storage and Terminal Services Agreement
Regional currently has approximately 10 million gallons of storage capacity at its Hopewell facility. All of the storage capacity is currently under contract. However, as a result of the Asphalt Leak and the cleaning and repair of Tank 110, Regional is receiving revenues from the leasing of only 9 million gallons of capacity due to its suspension of the Asphalt Customer’s lease obligations associated with Tank 110. See “Note G – Commitments and Contingencies - Storage Tank Leak” to our Consolidated Financial Statements (Unaudited) included in Part I – Financial Information above for a more detailed discussion of the Asphalt Leak and its ramifications on the Company.
Equipment Leases
Effective January 18, 2012, Regional entered into a Vehicle Maintenance Agreement (“Maintenance Agreement”) with Penske Truck Leasing Co., L. P. (“Penske”) for the maintenance of its owned tractor and trailer fleet. The Maintenance Agreement provides for (i) fixed servicing as described in the agreement, which is basically scheduled maintenance, at the fixed monthly rate for tractors and for trailers and (ii) additional requested services, such as tire replacement, mechanical repairs, physical damage repairs, towing and roadside service and the provision of substitute vehicles, at hourly rates and discounts set forth in the agreement. Pricing for the fixed services is subject to upward adjustment for each rise of at least one percent (1%) for the Consumer Price Index for All Urban Consumers for the United States published by the United States Department of Labor. The term of the Maintenance Agreement is 84 months from the date a vehicle is placed in service and subject to the agreement. Regional is obligated to maintain liability insurance coverage on all vehicles naming Penske as a co-insured and indemnifying Penske for any loss it or its representatives may incur in excess of the insurance coverage. Penske has the right to terminate the Maintenance Agreement for any breach by Regional upon 60 days written notice, including failure to pay timely all fees owing Penske, maintenance of Regional’s insurance obligation or any other breach of the terms of the agreement.
During April 2015, in connection with Regional’s sale of its owned tractor and trailer fleet (see “Note D – Property, Plant and Equipment”), Regional notified Penske that it was terminating the Maintenance Agreement with respect to the owned tractor and trailer fleet. The Maintenance Agreement continues in effect with respect to Leased Tractors remaining in the possession of Regional under the terms of the Lease Agreement described below.
On February 17, 2012, Regional entered into a Vehicle Lease Service Agreement with Penske for 20 new Volvo tractors (“Leased Tractors”) to be acquired by Penske and leased to Regional, for a period of seven years (the “Lease Agreement”). Under the terms of the Lease Agreement, Regional made a $90,000 deposit. Regional pays a monthly lease fee per tractor and a monthly maintenance charge (“Maintenance Charge”) which is based on the actual miles driven by each Leased Tractor during such month. The Maintenance Charge covers all scheduled maintenance, including tires, to keep the Leased Tractors in good repair and operating condition. Any replacement parts and labor for repairs which are not ordinary wear and tear are in accordance with Penske fleet pricing, subject to upward adjustment on the same terms as set forth in the Maintenance Agreement. Penske is also obligated to provide roadside service resulting from mechanical or tire failure. Penske will obtain all operating permits and licenses with respect to the use of the Leased Tractors by Regional.
The Leased Tractors were delivered by Penske during May 2012 and June 2012. Under the terms of the Lease Agreement, Regional has the option after the first anniversary date of the Lease Agreement to terminate the lease arrangement with respect to as many as five of the Leased Tractors leased based on a documented downturn in its hauling business. On May 31, 2013, Regional notified Penske of its intent to terminate the lease arrangement effective June 15, 2013, for five tractors as permitted by the Lease Agreement due to a decline in Regional’s transportation business. In January 2015, Regional approached Penske about terminating the Lease Agreement for an additional five Leased Tractors due to a continued decline in its hauling business. Penske agreed to terminate the lease for the five tractors at a cost of approximately $30,000 ($6,000 per tractor), which amount was paid in three monthly installments commencing in January 2015. In addition, Regional returned an additional five, two and two Leased Tractors to Penske during April 2015, June 2015 and July 2015, respectively, at a cost of $81,000 ($9,000 per tractor), which amounts are payable in three monthly installments based on the date each Leased Tractor was returned to Penske. Regional is obligated to maintain liability insurance coverage on all remaining Leased Tractors until returned to Penske.
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As a result of the Asset Sale (see “Note D – Property, Plant and Equipment” above), and the return of the Leased Tractors referred to above, Regional’s remaining hauling equipment consists of one Leased Tractor and seven leased tanker trailers. Regional expects that it will return the remaining Leased Tractor and remaining seven leased tanker trailers by August 15, 2015. Regional expects that the $90,000 lease deposit currently held by Penske to secure payment obligations of under the Lease Agreement will be returned to Regional once all payments owing to Penske have been made.
Reimbursement Agreements
Effective December 31, 2013, in connection with the CEGP Investment and the resulting change in control of the General Partner, the Partnership moved its principal executive offices to another office location within Dallas, Texas that is leased from Katy Resources LLC (“Katy”), an entity controlled by G. Thomas Graves III, the Chairman of the Board of the General Partner. As a result, we entered into a new reimbursement agreement with Katy on a month-to-month basis for reimbursement of allocable “overhead costs” and can be terminated by either party on 30 day’s advance written notice. Effective January 1, 2011, the Partnership entered into an identical agreement with Rover Technologies LLC, a limited liability company affiliated with Ian Bothwell, the General Partner’s Senior Vice President located in Manhattan Beach, California. Mr. Bothwell is a resident of California and lives in Manhattan Beach. Since June 2012, Regional has been directly charged for its allocated portion of Rover Technologies LLC’s expenses. In connection with the CEGP Investment, the Partnership reimbursed Rover Technologies LLC for the outstanding unpaid overhead costs as of the date of the CEGP Investment. For the three months and six months ended June 30, 2014 and 2015, expenses billed in connection with the reimbursement agreements were $13,000, $13,000, $35,000 and $25,000, respectively.
Allocated Expenses Charged to Subsidiary
Regional is charged for direct expenses paid by the Partnership on its behalf, as well as its share of allocable overhead for expenses incurred by the Partnership which are indirectly attributable to Regional related activities. For the three months and six months ended June 30, 2014 and 2015, Regional recorded allocable expenses of $55,000, $42,000, $120,000 and $84,000, respectively.
Registration Rights Agreements
Effective as of August 1, 2011, the Partnership and the limited partners of Central Energy, LP executed a Registration Rights Agreement. The Registration Rights Agreement was prepared and signed by the parties as a part of the transaction consummated on November 17, 2010 pursuant to which Central Energy, LP, an affiliate of the General Partner, acquired 12,724,019 Common Units of the Partnership. On May 26, 2011, Central Energy, LP distributed 12,724,019 Common Units to its limited partners pursuant to the terms of the Central Energy, LP partnership agreement. As a result, Central Energy, LP no longer holds any Common Units of the Partnership. The limited partners of Central Energy, LP, which are also the members of the General Partner, are referred to herein as the “Purchasers.”
The Registration Rights Agreement provides the Purchasers with shelf registration rights and piggyback registration rights, with certain restrictions, with respect to the Common Units held by them (“Registrable Securities”). The Partnership is required to file a shelf registration statement with the SEC on behalf of the Purchasers as soon as practicable after April 15, 2012 and maintain an effective shelf registration statement with respect to the Registrable Securities until the earlier to occur of (1) all securities registered under the shelf registration statement have been distributed as contemplated in the shelf registration statement, (2) there are no Registrable Securities outstanding or (3) two years from the dated on which the shelf registration statement was first filed. The piggyback registration rights permit a Purchaser to elect to participate in an underwritten offering of the Partnership’s securities other than a registration statement filed in connection with the registration of the Partnership’s securities relating solely to (1) employee benefit plans or (2) a Rule 145 transaction. The amount of Registrable Securities that the Purchasers can offer for sale in a piggyback registration is subject to certain restrictions as set forth in the Registration Rights Agreement.
In connection with the CEGP Investment, CEGP and each of the Warrant Purchasers were added as a Holder of Registrable Securities to the Registration Rights Agreement. In order to include CEGP and the Warrant Purchasers as parties to the Registration Rights Agreement, the parties agreed to amend and restate the Registration Rights Agreement in its entirety. The Amended and Restated Registration Rights Agreement (“Registration Rights Agreement”) was approved by more than the needed majority of the parties to the agreement on November 20, 2013, and Registration Rights Agreement became effective upon its execution by all parties on November 26, 2013. The major changes incorporated into the Registration Rights Agreement include the following:
| · | The holders of Registrable Securities were redefined to include CEGP, each Warrant Purchaser and the members of the General Partner holding Common Units. |
| · | The holders were granted two demand registration rights, with certain restrictions, and piggyback registration rights with respect to Common Units held by each of them. |
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| · | The Partnership is required to file a shelf registration statement with the SEC on behalf of the holders within 180 days after it becomes eligible to use Form S-3 and maintain as effective such shelf registration statement with respect to the Registrable Securities until the earlier to occur of: (1) all securities registered under the shelf registration statement have been distributed as contemplated in the shelf registration statement; (2) there are no Registrable Securities outstanding; or (3) three years from the date on which the shelf registration statement was first filed. At the present time the Partnership is not eligible to file a registration statement using Form S-3 since its market capitalization does not meet the threshold established by the SEC. |
| · | The demand registration rights permit the holders of at least 3,000,000 of the Registrable Securities to demand that the Partnership file a registration statement to register such holders’ Registrable Securities and those of all other holders who elect to sell Registrable Securities, subject to certain conditions including the right of the Partnership to postpone a demand registration in the event that such demand would (i) materially interfere with a significant acquisition, merger, consolidation or reorganization involving the Partnership, (ii) require the premature disclosure of material information regarding the Registrant, or (iii) render the Partnership unable to comply with requirements of the Securities Act or the Exchange Act of 1934 and the rules and regulations promulgated thereunder. The piggyback registration rights permit a holder to elect to participate in an underwritten offering of the Partnership’s Common Units or other registrable securities. The amount of Registrable Securities that the holders can offer for sale in a piggyback registration is subject to certain restrictions as set forth in the Registration Rights Agreement. |
We are required to pay all costs associated with the shelf registration, any piggyback registration or an underwritten offer except for the underwriting fees, discounts and selling commission, transfer taxes (if any) applicable to the sale of the Registrable Securities, and fees and disbursements of legal counsel for any Purchaser. We are also indemnifying the Purchasers and their respective directors, officers, employees, agents, managers and underwriters, pursuant to an applicable underwriting agreement with such underwriter, from any losses, claims, damages, expenses or liabilities (1) arising from any untrue statement or alleged untrue statement of a material fact contained in the shelf registration statement or any other registration statement relating to the Registrable Securities or (2) the omission or alleged omission to state in such registration statement a material fact required to be stated therein or necessary to make the statements therein not misleading.
The Registration Rights Agreement also prohibits us from entering into a similar agreement which would be inconsistent with the rights granted in the Registration Statement or provide any other holder of the Partnership’s securities rights that are more favorable than those granted to Purchasers without the prior written approval of Purchasers holding a majority of the Registrable Securities.
Given our current financial condition, as well as the current bid/ask price of the Common Units, we do not anticipate filing the shelf registration statement for the foreseeable future. We will seek to amend the Registration Rights Agreement to extend such filing requirement to a later date.
Realization of Assets
Our unaudited consolidated balance sheets have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate our continuation as a going concern. However, currently the General Partner’s cash reserves are limited and the remaining available amounts (approximately $87,000 at August 3, 2015) are intended to be used to fund the Partnership’s ongoing working capital requirements, including necessary funding of working capital for Regional. In connection with the Hopewell Note, Regional is currently required to make monthly payments of $28,000 (interest only) and such amounts are expected to increase to $56,000 (principal and interest) once Tank 110 is operational. In March 2016, a balloon payment for the principal amount owed on the Hopewell Note will be due (approximately $2,376,000 at June 30, 2015). Payments under the Hopewell Note could be accelerated in the event of a default. The amount of penalties related to the remaining 2012 Tax Return are $142,000 and will be required to be paid if the Partnership’s appeal is unsuccessful. In connection with the Asphalt Leak, the exposure to Regional for costs in excess of insured amounts has yet to be determined. In addition, Regional may be required to fund the costs associated with the Asphalt Leak prior to receiving advances or reimbursements available under the applicable insurance policies, including deductible amounts under each applicable insurance policy, and any costs incurred in excess of coverage amounts. All of Central’s assets are pledged as collateral for the Hopewell Loan, and therefore, Central is unable to obtain additional financing collateralized by those assets without the repayment of the Hopewell Loan. In addition, the Partnership has obligations under existing registration rights agreement which may be a deterrent to any future financings.
| 27 |
In view of the matters described in the preceding paragraphs, recoverability of the recorded asset amounts shown in the accompanying consolidated balance sheets assume that: (1) Regional does not experience any significant disruptions in storage revenues resulting from the timing of termination of storage tank lease agreements and identifying replacement customers, the failure of storage facilities (such as the Asphalt Leak), and/or disruptions resulting from the performance of maintenance, improvements or repairs on its facilities; (2) the Partnership is able to acquire additional assets capable of generating sufficient revenues to meet cash requirements; (3) obligations to the Company’s creditors are not accelerated; (4) there is adequate funding available to Regional to complete required maintenance, improvements and repairs to its facilities; (5) the Company’s operating expenses remain at current levels; (6) Regional obtains additional working capital to meet its contractual commitments through future advances by the Partnership or a refinancing of the Hopewell Loan; and/or (7) the Partnership receives future advances from the General Partner in amounts necessary to fund working capital until an acquisition or other financing transaction is completed by the Partnership.
There is no assurance that the Partnership and/or Regional will be able to complete an accretive acquisition transaction or otherwise obtain sufficient working capital to cover ongoing cash requirements. Without sufficient cash reserves, the Partnership’s ability to pursue additional acquisition transactions will be adversely impacted. As of August 3, 2015, Central had only $50,000 of available cash to meet its capital needs. Furthermore, despite significant effort, the Partnership has thus far been unsuccessful in completing an acquisition transaction. There can be no assurance that the Partnership will be able to complete an accretive acquisition or otherwise find additional sources of working capital. If an acquisition transaction cannot be completed or if additional funds cannot otherwise be raised, the Partnership and/or Regional would be required to seek other alternatives which could include the sale of additional assets, sale of the General Partner, closure of operations and/or protection under U.S. bankruptcy laws.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Recently Issued Financial Accounting Standards
The Accounting Standards Codification is the single source of authoritative generally accepted accounting principles (“GAAP”) recognized by the Financial Accounting Standards Board to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the SEC, under authority of federal securities laws, are also sources of authoritative GAAP for SEC registrants. The Codification became effective for interim and annual periods ending after September 15, 2009 and superseded all previously existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification is non-authoritative. All of Central’s references to GAAP now use the specific Codification Topic or Section rather than prior accounting and reporting standards. The Codification did not change existing GAAP and therefore, did not affect Central’s consolidated financial position or results of operations.
Critical Accounting Policies
Our unaudited consolidated financial statements reflect the selection and application of accounting policies which require us to make significant estimates and judgments. See note B to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, “Summary of Significant Accounting Policies”.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 4. Controls and Procedures.
Disclosure Controls
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (“Exchange Act”), such as this Quarterly Report, is reported in accordance with the rules of the SEC. Disclosure controls are also designed with the objective of ensuring that such information is accumulated appropriately and communicated to management, including the chief executive officer and chief financial officer, as appropriate, to allow for timely decisions regarding required disclosures.
| 28 |
As of the end of the period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our General Partner’s management, including our General Partner’s executive officer and its chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e).
Based on our assessment and those criteria, we concluded that Central’s disclosure controls and procedures over financial reporting were not effective as of June 30, 2015.
Changes in Internal Control Over Financial Reporting
As of the end of the period covered by this report, there were no changes in our internal controls over financial reporting, or in other factors that could significantly affect these controls, that materially affected, or are reasonably likely to affect, our internal control over financial reporting.
See “Note G – Commitments and Contingencies” to the Consolidated Financial Statements (Unaudited) included in this report for a more detailed discussion of current contingencies.
See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources” regarding the risks associated with Central’s inability to obtain additional working capital.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
None.
The following Exhibits are incorporated by reference to previously filed reports, as noted:
| Exhibit No. | Description | |
| 2.1 | Securities Purchase and Sale Agreement between Central Energy, LLC, Rio Vista Energy Partners L.P. and Penn Octane Corporation dated May 25, 2010. (Incorporated by reference to Rio Vista’s Current Report on Form 8-K filed on May 28, 2010, SEC File No. 000-50394.) | |
| 2.2 | Third Amendment to Securities Purchase and Sale Agreement between Central Energy, LLC, Rio Vista Energy Partners L.P. and Penn Octane Corporation, effective July 21, 2010 and dated August 9, 2010. (Incorporated by reference to Rio Vista’s Current Report on Form 8-K filed on August 13, 2010, SEC File No. 000-50394.) | |
| 2.3 | Fourth Amendment to Securities Purchase and Sale Agreement between Central Energy, LLC, Rio Vista Energy Partners L.P. and Penn Octane Corporation, dated November 17, 2010. (Incorporated by reference to Rio Vista’s Current Report on Form 8-K filed on November 23, 2010, SEC File No. 000-50394.) |
| 29 |
| Exhibit No. | Description | |
| 3.1 |
Third Amended and Restated Agreement of Limited Partnership of Central Energy Partners LP dated November 26, 2013. (Incorporated by reference to the Partnership’s Current Report on Form 8-K filed on December 2, 2013, SEC File No. 000-50394.)
| |
| 3.2 | Third Amended and Restated Limited Liability Company Agreement of Central Energy GP LLC dated November 26, 2013. (Incorporated by reference to the Partnership’s Current Report on Form 8-K filed on December 2, 2013, SEC File No. 000-50394.) | |
| 4.1 | Specimen Common Unit Certificate of Central Energy Partners LP (Incorporated by reference to the Partnership’s Quarterly Report on Form 10-Q filed on May 15, 2012, SEC File No. 000-50394.) | |
| 4.2 | Amended and Restated Registration Rights Agreement by and among Central Energy Partners LP, the Group I Investors, CEGP Acquisition, LLC, JLD Investors, Ltd, and G. Thomas Graves III, dated November 26, 2013. (Incorporated by reference to the Partnership’s Current Report on Form 8-K filed on December 2, 2013, SEC File No. 000-50394.) | |
| 10.1* | Rio Vista Energy Partners L.P. 2005 Equity Incentive Plan (Incorporated by reference to Rio Vista’s Annual Report on Form 10-K for the year ended December 31, 2004, filed on April 12, 2005, SEC File No. 000-50394). | |
| 10.2 | Reimbursement Agreement effective January 1, 2011 by and between Central Energy GP LLC and Rover Technologies LLC. (Incorporated by reference to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2010 and filed on April 15, 2011, SEC File No. 000-50394.) | |
| 10.3 | Vehicle Maintenance Agreement by and between Regional Enterprises, Inc. and Penske Truck Leasing Co., L.P. dated January 18, 2012. (Incorporated by reference to the Partnership’s Current Report on Form 8-K filed on February 24, 2012, SEC File No. 000-50394.) | |
| 10.4 | Executed Vehicle Lease Service Agreement by and between Regional Enterprises, Inc. and Penske Truck Leasing Co., L.P. dated February 17, 2012. (Incorporated by reference to the Partnership’s Current Report on Form 8-K filed on October 11, 2012, SEC File No. 000-50394.) | |
| 10.5 | Intercompany Demand Promissory Note between Central Energy GP LLC and Central Energy Partners LP dated March 1, 2012. (Incorporated by reference to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2011 filed on March 30, 2012, SEC File No. 000-50394.) | |
| 10.6 | Intercompany Demand Promissory Note between Central Energy Partners LP and Regional Enterprises, Inc. dated March 1, 2012. (Incorporated by reference to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2011 filed on March 30, 2012, SEC File No. 000-50394.) | |
| 10.7 | Term Loan and Security Agreement between Regional Enterprises, Inc., as Borrower, and Hopewell Investment Partners LLC, as Lender, dated March 20, 2013 (Incorporated by reference to the Partnership’s Current Report on Form 8-K filed on March 26, 2013, SEC File No. 000-50394.) | |
| 10.8 | Promissory Note dated March 20, 2013 in an amount of up to $2,500,000 issued by Regional Enterprises, Inc., as Borrower, to Hopewell Investment Partners LLC, as Lender (Incorporated by reference to the Partnership’s Current Report on Form 8-K filed on March 26, 2013, SEC File No. 000-50394.) | |
| 10.9 | First Lien Mortgage, Security Agreement, Assignment of Rents, Leases and Fixture Filing by and from Regional Enterprises, Inc., as Mortgagor, to Hopewell Investment Partners LLC, as Mortgagee, dated as of March 20, 2013 (Incorporated by reference to the Partnership’s Current Report on Form 8-K filed on March 26, 2013, SEC File No. 000-50394.) |
| 30 |
| Exhibit No. | Description | |
| 10.10 | Pledge Agreement dated March 20, 2013 by Central Energy Partners LP to Hopewell Investment Partners (Incorporated by reference to the Partnership’s Current Report on Form 8-K filed on March 26, 2013, SEC File No. 000-50394.) | |
| 10.11 | Assignment of Leases and Rents from Regional Enterprises, Inc. to Hopewell Investment Partners LLC (Incorporated by reference to the Partnership’s Current Report on Form 8-K filed on March 26, 2013, SEC File No. 000-50394.) | |
| 10.12 | Environmental Certificate (With Covenants, Representations and Warranties) from Regional Enterprises, Inc. and Central Energy Partners LP to Hopewell Investment Partners LLC (Incorporated by reference to the Partnership’s Current Report on Form 8-K filed on March 26, 2013, SEC File No. 000-50394.) | |
| 10.13 | Unlimited Guaranty dated March 20, 2013 from Central Energy Partners LP to Hopewell Investment Partners LLC (Incorporated by reference to the Partnership’s Current Report on Form 8-K filed on March 26, 2013, SEC File No. 000-50394.) | |
| 10.14* | Employment Contract of Ian T. Bothwell (Incorporated by reference to the Partnership’s Current Report on Form 8-K filed on March 26, 2013, SEC File No. 000-50394.) | |
| 10.15 | Purchase and Sale Agreement by and among Central Energy GP LLC, Central Energy Partners LP and CEGP Acquisition, LLC, dated November 26, 2013. (Incorporated by reference to the Partnership’s Current Report on Form 8-K filed on December 2, 2013, SEC File No. 000-50394.) | |
| 10.16* | Central Energy Partners LP 2014 Incentive Compensation Plan of the Registrant. (Incorporated by reference to the Partnership’s Annual Report on Form 10-K filed on April 15, 2014, SEC File No. 000-50394). | |
| 10.17 | Amended and Restated Intercompany Demand Promissory Note dated March 15, 2014. (Incorporated by reference to the Partnership’s Annual Report on Form 10-K filed on April 15, 2014, SEC File No. 000-50394). | |
| 10.18 | Reimbursement Agreement effective December 1, 2013 by and between Central Energy GP LLC and Katy Resources, L.L.C. (Incorporated by reference to the Partnership’s Quarterly Report on Form 10-Q filed on May 15, 2014, SEC File No. 000-50394). | |
| 10.19* | First Amendment to Employment Agreement of Ian T. Bothwell effective December 19, 2013. (Incorporated by reference to the Partnership’s Quarterly Report on Form 10-Q filed on May 15, 2014, SEC File No. 000-50394). | |
| 10.20 | Second Amended and Restated Intercompany Demand Promissory Note dated November 11, 2014. (Incorporated by reference to the Partnership’s Quarterly Report on Form 10-Q filed on November 14, 2014, SEC File No. 000-50394). | |
| * | indicates management contract or compensatory plan or arrangement. |
The following Exhibits are filed as part of this report:
| Exhibit No. | Description | |
| 10.21 | Third Amended and Restated Intercompany Demand Promissory Note dated June 30, 2015 | |
| 15 | Accountant’s Acknowledgement. | |
| 31.1 | Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act | |
| 31.2 | Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act |
| 31 |
| 32 | Certification Pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes – Oxley Act of 2002 | |
| 101 | The following materials from Central Energy Partner LP’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, are formatted in XBRL (Extensible Business Reporting Language); (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations (Unaudited); (iii) the Consolidated Statement of Partners’ Deficit (Unaudited); (iv) the Consolidated Statements of Cash Flows (Unaudited); and (v) the Notes to Consolidated Financial Statements (Unaudited). |
All of the Exhibits are available from the SEC’s website at www.sec.gov. In addition, the Partnership will furnish a copy of any Exhibit upon payment of a fee (based on the estimated actual cost which shall be determined at the time of the request) together with a request addressed to Douglas Weir, Central Energy Partners LP, 4809 Cole Ave., Suite 108, Dallas, Texas 75205.
| 32 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| CENTRAL ENERGY PARTNERS LP | |||
| By: | CENTRAL ENERGY GP LLC, | ||
| its General Partner | |||
| August 7, 2015 | By: | /s/ John L. Denman, Jr. | |
| John L. Denman, Jr. | |||
| Chief Executive Officer and President | |||
| August 7, 2015 | By: | /s/ Douglas W. Weir | |
| Douglas W. Weir | |||
| Chief Financial Officer (Principal Financial and Accounting Officer) | |||
| 33 |
EXHIBIT 10.21
THIRD AMENDED AND RESTATED INTERCOMPANY DEMAND PROMISSORY NOTE
| $6,000,000 | Dated: June 30, 2015 |
FOR VALUE RECEIVED, the undersigned, Central Energy Partners LP, a Delaware limited partnership (“Borrower”), HEREBY PROMISES TO PAY to the order of Central Energy GP LLC, a Delaware limited liability company (“Lender”), the principal amount of $6,000,000 or, if less, the aggregate principal amount of all advances heretofore and hereafter made by Lender to Borrower as evidenced by the endorsement of such Advances on Schedule A hereto or in the books and records of Borrower (the “Advances”), which is deemed a part of this Promissory Note, commencing with the quarter ended March 31, 2017 (the “Termination Date”) in twelve (12) substantially equal consecutive quarterly installments on the last day of June, September, December and March in each year commencing on January 1, 2017 and ending on March 31, 2020; provided, that the last such installment shall be in the amount necessary to repay in full the outstanding principal amount hereof, together with interest on the principal amount hereof from time to time outstanding from the date hereof until such principal amount is paid in full.
Interest shall accumulate and be calculated daily on the basis of a 360-day year at a rate per annum, compounded quarterly, at the rate of ten percent (10%) per annum. Interest shall accumulate until payment of such accumulated and unpaid interest becomes due commencing on the first day immediately after the Termination Date and payable on each of the dates principal payments are due as set forth above, with the last payment including that amount of interest due on the remaining outstanding principal amount at March 31, 2020.
Both principal and interest are payable in lawful money of the United States of America to Lender at 4809 Cole Avenue, Suite 108, Dallas, Texas 75205, or such other address as Lender shall notify Borrower, in same day funds. All Advances made by Lender to Borrower, and all payments made on account of the principal amount hereof, shall be recorded by Lender on Schedule A hereto which is part of this Amended and Restated Intercompany Demand Promissory Note (“Promissory Note”) for all purposes. The failure to show any such Advances or any error in showing such Advances shall not affect the obligations of Borrower hereunder.
Borrower may, upon at least three (3) Business Days’ notice to Lender stating the proposed date and principal amount of the prepayment, and if such notice is given Lender shall, prepay the Promissory Note in whole or in part together with accrued interest to the date of such prepayment on the amount prepaid.
No amendment or waiver of any provision of this Promissory Note, nor consent to any departure by Borrower herefrom, shall in any event be effective unless the same shall be in writing and signed by Lender, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
Borrower hereby waives (to the extent permitted by applicable laws) presentment, demand, protest and notice of any kind. No failure on Lender’s part to exercise, and no delay in exercising, any right hereunder shall operate as a waiver of such right; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.
This Promissory Note shall be binding upon Borrower and its successors and assigns, and the terms and provisions of this Promissory Note shall inure to the benefit of Lender and its respective successors and assigns, including subsequent holders hereof.
This Promissory Note amends and restates in its entirety that certain Intercompany Demand Promissory Note by and between Borrower and Lender dated March 15, 2014, and supersedes such promissory note in all respects.
THIS PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
The terms and provisions of this Promissory Note are severable, and if any term or provision shall be determined to be superseded, illegal, invalid or otherwise unenforceable in whole or in part pursuant to applicable law, such determination shall not in any manner impair or otherwise affect the validity, legality or enforceability of that term or provision in any other jurisdiction or any of the remaining terms and provisions of this Promissory Note in any jurisdiction.
This Promissory Note represents the entire agreement between the parties regarding the subject matter hereof and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.
| CENTRAL ENERGY PARTNERS LP | |||
| By: | Central Energy GP LLC, its General Partner | ||
| By: | /s/ John L. Denman, Jr. | ||
| John L. Denman, Jr., | |||
| Chief Executive Officer and President | |||
Exhibit 15
ACCOUNTANT’S ACKNOWLEDGMENT
We acknowledge the incorporation by reference in the Registration Statement on Form S-3 (333-149238) and Form S-8 (333-149248) of Central Energy Partners LP of our report dated August 7, which appears on page 4 of the quarterly report on Form 10-Q for the quarter ended June 30, 2015.
| /s/ MONTGOMERY COSCIA GREILICH, LLP |
Plano, Texas
August 7, 2015
Exhibit 31.1
CERTIFICATION
I, John L. Denman, Jr., Chief Executive Officer and President of Central Energy GP LLC, the General Partner of Central Energy Partners LP, certify that:
| 1. | I have reviewed this report on Form 10-Q of Central Energy Partners LP; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a - 15(e) and 15d - 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d - 15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reports to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| 5. | The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Managers or persons performing: |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 7, 2015
| /s/ John L. Denman, Jr. | |
| John L. Denman, Jr., | |
| Chief Executive Officer and President | |
| of Central Energy GP LLC, the | |
| General Partner of | |
| Central Energy Partners LP |
Exhibit 31.2
CERTIFICATION
I, Douglas W. Weir, Chief Financial Officer, certify that:
| 1. | I have reviewed this report on Form 10-Q of Central Energy Partners LP; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d - 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d - 15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reports to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Managers or persons performing: |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 7, 2015
| /s/ Douglas W. Weir | |
| Douglas W. Weir, | |
| Chief Financial Officer | |
| of Central Energy GP LLC, the | |
| General Partner of | |
| Central Energy Partners LP |
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Central Energy Partners LP (“Central Energy”) on Form 10-Q for the three months ended June 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, John L. Denman, Jr., Chief Executive Officer and President of Central Energy GP LLC, the General Partner of Central Energy and Douglas Weir, Chief Financial Officer of Central Energy GP LLC, the General Partner of Central Energy, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Central Energy.
| /s/ John L. Denman, Jr. | |
| John L. Denman, Jr., | |
| Chief Executive Officer and President of | |
| Central Energy GP LLC, the | |
| General Partner of | |
| Central Energy Partners LP | |
| August 7, 2015 | |
| /s/ Douglas W. Weir | |
| Douglas W. Weir, | |
| Chief Financial Officer of | |
| Central Energy GP LLC, the | |
| General Partner of | |
| Central Energy Partners LP | |
| August 7, 2015 |
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