EX-99.2 9 d817806dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

 

Amboy Aggregates Joint Venture and Subsidiaries

Consolidated Financial Statements

and Independent Auditor’s Report

December 31, 2014, 2013 (unaudited) and 2012 (unaudited)


Amboy Aggregates Joint Venture and Subsidiaries

Index

 

     Page  

Independent Auditors’ Report

     2   

Consolidated Balance Sheets

     3   

Consolidated Statements of Income and Partners’ Capital

     4   

Consolidated Statements of Cash Flows

     5   

Notes to Consolidated Financial Statements

     6-13   


Independent Auditors’ Report

To the Partners of

Amboy Aggregates Joint Venture and Subsidiaries:

We have audited the accompanying consolidated financial statements of Amboy Aggregates Joint Venture and Subsidiaries (the “Companies”) which comprise the consolidated balance sheet as of December 31, 2014, and the related consolidated statements of income and partners’ capital and cash flows for the year then ended, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Amboy Aggregates Joint Venture and Subsidiaries as of December 31, 2014, and the results of their consolidated operations and their consolidated cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Other Matter

The consolidated financial statements as of December 31, 2013 and for the years ending December 31, 2013 and 2012 were not subjected to audit, review, or compilation procedures and, accordingly, we do not express an opinion, a conclusion, nor provide any other assurance on such statements.

/s/ WithumSmith+Brown. PC

New Brunswick, NJ

March 27, 2015

 

2


Amboy Aggregates Joint Venture and Subsidiaries

Consolidated Balance Sheets

December 31, 2014 and 2013 (unaudited)

 

Assets    2014      2013 (unaudited)  

Current assets:

     

Cash

   $ 9,889,342       $ 4,599,716   

Accounts receivable, net of allowance for doubtful accounts of $225,000 and $397,864

     1,339,848         5,018,733   

Notes receivable—customers, current portion

     —           96,985   

Inventory

     1,065,718         3,153,350   

Due from insurance claim

     —           89,141   

Prepaid expenses and other current assets

     217,834         129,411   

Due from affiliate

     185,876         208,807   

Current assets—discontinued operations

     —           8,395,877   
  

 

 

    

 

 

 

Total current assets

  12,698,618      21,692,020   

Notes receivable—customers, net of current portion

  —        43,290   

Restricted cash

  3,500,000      —     

Property, plant and equipment, net of accumulated depreciation

  1,192,696      2,074,696   

Permits, net of accumulated amortization of $10,582 and $3,527

  59,965      67,020   

Non-current assets—discontinued operations

  —        5,574,841   
  

 

 

    

 

 

 

Totals

$ 17,451,279    $ 29,451,867   
  

 

 

    

 

 

 

Liabilities and Partners’ Capital

Current liabilities:

Note payable—equipment

$ —      $ 25,041   

Accounts payable

  33,223      1,135,421   

Accrued expenses

  8,743,912      660,816   

Current portion of long-term debt

  5,505,986      1,141,631   

Due to affiliate

  —        366,000   

Deposit

  —        2,000,000   

Current liabilities—discontinued operations

  —        3,174,064   
  

 

 

    

 

 

 

Total current liabilities

  14,283,121      8,502,973   

Other liabilities

  12,079      91,162   

Long-term debt, net of current portion

  4,562,959   

Non-current liabilities—discontinued operations

  —        25,041   
  

 

 

    

 

 

 

Total liabilities

  14,295,200      13,182,135   

Commitments and contingencies

Partners’ capital

  3,156,079      16,269,732   
  

 

 

    

 

 

 

Totals

$ 17,451,279    $ 29,451,867   
  

 

 

    

 

 

 

See Notes to Consolidated Financial Statements.

 

3


Amboy Aggregates Joint Venture and Subsidiaries

Consolidated Statements of Income and Partners’ Capital

Years Ended December 31, 2014, 2013 (unaudited) and 2012 (unaudited)

 

     2014     2013 (unaudited)     2012 (unaudited)  

Net sales

   $ 13,783,784      $ 24,399,235      $ 18,971,421   

Costs and expenses:

      

Cost of sales

     13,902,423        20,256,560        18,143,833   

Selling

     167,967        375,735        182,454   

General and administrative

     1,888,751        949,602        622,110   
  

 

 

   

 

 

   

 

 

 

Totals

  15,959,141      21,581,897      18,948,397   
  

 

 

   

 

 

   

 

 

 

Other income—Gain on disposition of property and equipment

  15,156,406      —        12,000   
  

 

 

   

 

 

   

 

 

 

Income from operations

  12,981,049      2,817,338      35,024   

Interest expense

  (1,085,886   (488,377   (581,114

Interest income

  —        7      14,188   

Non-refundable deposit - agreement of sale

  —        —        250,651   
  

 

 

   

 

 

   

 

 

 

Net income (loss) from continuing operations

  11,895,163      2,328,968      (281,251
  

 

 

   

 

 

   

 

 

 

Discontinued operations:

Income from discontinued operations

  510,484      1,669,207      508,703   

Loss on sale of discontinued operations

  (2,309,230   —        —     
  

 

 

   

 

 

   

 

 

 

Totals

  (1,798,746   1,669,207      508,703   
  

 

 

   

 

 

   

 

 

 

Net income

  10,096,417      3,998,175      227,452   

Distributions

  23,210,070      —        —     

Partners’ capital, beginning of year

  16,269,732      12,271,557      12,044,105   
  

 

 

   

 

 

   

 

 

 

Partners’ capital, end of year

$ 3,156,079    $ 16,269,732    $ 12,271,557   
  

 

 

   

 

 

   

 

 

 

See Notes to Consolidated Financial Statements.

 

4


Amboy Aggregates Joint Venture and Subsidiaries

Consolidated Statements of Cash Flows

Years Ended December 31, 2014, 2013 (unaudited) and 2012 (unaudited)

 

     2014     2013 (unaudited)     2012 (unaudited)  

Operating activities:

      

Net income

   $ 10,096,417      $ 3,998,175      $ 227,452   

Adjustments to reconcile net income to net cash provided by operating activities:

      

Depreciation and amortization

     561,179        1,321,392        1,467,943   

Bad debt (recovery of)

     (71,311     152,020        286,773   

Amortization of permits

     7,055        53,504        45,696   

Gain on disposition of property and equipment

     (15,156,406     —          (32,392

Accrued interest and yield maintenance fee

     917,990       

Loss on sale of discontinued operations

     2,309,230        —          —     

Changes in operating assets and liabilities:

      

Accounts and notes receivables

     3,289,001        (2,287,707     344,651   

Inventory

     1,015,875        (162,688     (616,956

Prepaid expenses and other current assets

     (87,185     9,462        12,181   

Due to (from) general partners, affiliates and member

     (310,184     (68,997     517,803   

Accounts payable

     (269,711     (324,152     (1,040,937

Accrued expenses

     (19,095     294,830        385,271   

Other liabilities

     (79,083     (70,927     (44,392
  

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

  2,203,772      2,914,912      1,553,093   
  

 

 

   

 

 

   

 

 

 

Investing activities:

Capital expenditures

  (500,777   (174,321   (453,408

Proceeds from disposition of property and equipment

  33,032,006      —        32,392   

Proceeds from sale of discontinued operations

  11,649,926      —        —     

Increase in permits

  —        (70,546   —     

Other receivable—agreement of sale

  —        250,651      (250,651

Deposit

  —        2,000,000      —     

Due from insurance claim

  89,141      1,008,276      (1,097,417
  

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) investing activities

  44,270,296      3,014,060      (1,769,084
  

 

 

   

 

 

   

 

 

 

Financing activities:

Repayments of long-term debt

  (1,204,354   (1,073,925   (978,763

Distributions

  (23,210,070   —        —     

Payment to affiliate from disposition of property and equipment

  (16,095,018   —        —     

Repayment of line of credit

  (675,000   (775,000   —     
  

 

 

   

 

 

   

 

 

 

Net cash used in financing activities

  (41,184,442   (1,848,925   (978,763
  

 

 

   

 

 

   

 

 

 

Cash included in current assets—discontinued operations

  —        (2,094,116   (906,065

Net increase (decrease) in cash

  5,289,626      1,985,931      (2,100,819

Cash, beginning of year

  4,599,716      2,613,785      4,714,604   
  

 

 

   

 

 

   

 

 

 

Cash, end of year

$ 9,889,342    $ 4,599,716    $ 2,613,785   
  

 

 

   

 

 

   

 

 

 

Supplemental disclosure of cash flow data:

Interest paid

$ 473,471    $ 544,754    $ 629,742   
  

 

 

   

 

 

   

 

 

 

Supplemental schedule of noncash investing and financing activities:

Purchase of equipment with long-term debt

$ 58,663   
      

 

 

 

Conversion of accounts receivable to notes receivable

$ 176,779   
      

 

 

 

Restricted cash in escrow from sale of discontinued operations

$ 3,500,000   
  

 

 

     

Liability associated with the restoration of NYS&S piers

$ 8,327,230   
  

 

 

     

Inventory sold included in gain on disposition of property and equipment

$ 769,789   
  

 

 

     

See Notes to Consolidated Financial Statements.

 

5


Amboy Aggregates Joint Venture and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2014, 2013 (unaudited) and 2012 (unaudited)

Note 1—Organization and business

Amboy Aggregates (“Amboy”) was established on January 1, 1989 as an equal Joint Venture between Great Lakes Dredge and Dock Partnership and Ralph Clayton and Sons Materials, L.P.

Amboy operates principally in one business segment which is to dredge, process, transport and sell fine aggregate in the New York Metropolitan area.

Note 2—Summary of significant accounting policies

Principles of consolidation

On April 27, 2010 Amboy purchased the remaining 50% interest in New York Sand & Stone, LLC (“NYS&S”) whose principal business activity is to process and sell fine aggregate and stone in the New York Metropolitan area. The liability of Amboy is limited to Amboy’s total equity in NYS&S. NYS&S shall terminate no later than July 31, 2027.

During 2006, Amboy formed a wholly-owned subsidiary, Newport, LLC (A Limited Liability Partnership). Since formation, there has been no activity at Newport, LLC. The consolidated financial statements include the accounts of Amboy, NYS&S and Newport, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. Amboy, NYS&S and Newport, LLC are collectively referred to as the Partnership.

On October 21, 2014, the Company sold its 100% interest in NYS&S (see Note 3).

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Concentration risks

Financial instruments which potentially subject the Partnership to concentrations of credit risk consist principally of cash and accounts receivable. The Partnership maintains its cash with high credit quality financial institutions. Accounts at these institutions are insured by the Federal Deposit Insurance Company (“FDIC”) up to $250,000. As of December 31, 2014, the Partnership’s cash balance exceeded the current FDIC insured amount by approximately $9,843,000.

The Partnership generally extends credit to its customers, a significant portion of which are in the construction industry. During 2014, 2013 and 2012, approximately 62%, 32% (unaudited), and 29% (unaudited), respectively, of the Partnership’s net sales were derived from nonrelated major customers. During 2014 and 2013, three and four customers accounted for 66% and 64% (unaudited) of the Company’s gross accounts receivable, respectively.

 

6


Amboy Aggregates Joint Venture and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2014, 2013 (unaudited) and 2012 (unaudited)

 

The Partnership closely monitors the extension of credit to its customers while maintaining allowances for potential credit losses. On a periodic basis, the Partnership evaluates its accounts receivable and establishes an allowance for doubtful accounts, based on a history of past write-offs and collections and current credit conditions and does not have a policy for requiring collateral. Management does not believe that significant credit risk exists at December 31, 2014.

The Partnership’s direct labor is supplied primarily by unions, which have collective bargaining agreements. For the years ended December 31, 2014, 2013 and 2012, 58%, 77% (unaudited) and 76% (unaudited), respectively, of the Partnership’s labor force is subject to collective bargaining agreements, which expires on January 31, 2016.

Inventory

Inventory is stated at the lower of cost, determined using the first-in, first-out (FIFO) method, or market.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets.

Impairment of long-lived assets

The Company reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. If facts and circumstances indicate that the Company’s long-lived assets might be impaired, the estimated future undiscounted cash flows associated with the long-lived asset would be compared to its carrying amounts to determine if a write-down to fair value is necessary. If a write-down is required, the amount is determined by estimation of the present value of net discounted cash flows. During the years ended December 31, 2014 and 2013 (unaudited), there were no facts or circumstances that would indicate that the assets may not be fully recoverable.

Permits

Costs incurred in connection with obtaining permits to dredge the Partnership’s products are amortized on the straight-line basis over the term of the related permits. As of December 31, 2014, estimated amortization expense for each of the next five years is $7,055 and $24,690 thereafter.

Revenue recognition

Sales are recognized when revenue is realized or becomes realizable and has been earned. In general, revenue is recognized when the earnings process is complete and collectability is reasonably assured which is usually upon shipment of the product. Amounts billed related to shipping and handling are included in revenue.

 

7


Amboy Aggregates Joint Venture and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2014, 2013 (unaudited) and 2012 (unaudited)

 

Shipping and handling costs

Shipping and handling costs are included in cost of sales.

Income taxes

Income or loss of the Partnership is includible in the income tax returns of the partners in proportion to their respective interests. Accordingly, there is no provision for income taxes in the accompanying consolidated financial statements.

The Partnership has no unrecognized tax benefits at December 31, 2014. The Partnership’s Federal and state income tax returns prior to fiscal year 2011 are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings.

The Partnership recognizes interest and penalties associated with income tax matters as part of the income tax provision, if applicable, and includes accrued interest and penalties with the related tax liability in the accompanying consolidated balance sheets.

Reclassification

Certain amounts in the 2013 and 2012 financial statements have been reclassified to conform to the 2014 presentation.

Subsequent events

The Partnership has evaluated subsequent events through March 27, 2015, which is the date the financial statements were available to be issued.

Note 3—Discontinued operations

In accordance with the membership interest purchase agreement dated October 21, 2014, the Company sold 100% of the interest in NYS&S. The purchase price was approximately $15,181,000, resulting in a loss on sale of discontinued operations of approximately $2,309,000 reported in the consolidated statement of income and partners’ capital for the year ended December 31, 2014.

In connection with the sale, proceeds received during 2014 amounted to approximately $11,650,000. The remaining unpaid balance of the purchase price is held in escrow, to be released to the Company upon certain events. This escrow amount is recorded as restricted cash in the consolidated balance sheet for the year ended December 31, 2014 and will be used towards the restoration of two piers located at the NYS&S site.

 

8


Amboy Aggregates Joint Venture and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2014, 2013 (unaudited) and 2012 (unaudited)

 

The following amounts are related to NYS&S and have been segregated from continuing operations and reported as discontinued operations in the consolidated statements of income and partners’ capital for the years ended December 31, 2014, 2013 (unaudited) and 2012 (unaudited).

 

     Period from
January 1, 2014
to
October 21, 2014
     2013 (unaudited)      2012 (unaudited)  

Net sales

   $ 17,931,132       $ 25,574,434       $ 24,530,361   
  

 

 

    

 

 

    

 

 

 

Income from discontinued operations

$ 510,484    $ 1,669,207    $ 508,703   

Loss on sale of discontinued operations

  (2,309,230   —        —     
  

 

 

    

 

 

    

 

 

 

Totals

$ (1,798,746 $ 1,669,207    $ 508,703   
  

 

 

    

 

 

    

 

 

 

 

     2013 (unaudited)  

Assets

  

Current assets

  

Cash

   $ 2,094,116   

Accounts receivable, net

     5,284,498   

Inventory

     989,317   

Prepaid expense and other current assets

     27,946   
  

 

 

 

Total current assets

  8,395,877   

Property, plant and equipment, net of accumulated depreciation

  1,037,680   

Goodwill

  3,864,450   

Other intangible assets, net

  544,833   

Other assets

  127,878   
  

 

 

 

Total assets

$ 13,970,718   
  

 

 

 
     2013 (unaudited)  

Liabilities

  

Line of credit

   $ 675,000   

Note payable—equipment

     16,761   

Accounts payable—trade

     1,510,931   

Accrued expenses

     971,372   
  

 

 

 

Total current liabilities

  3,174,064   

Other long-term liabilities

  25,041   
  

 

 

 

Total liabilities

$ 3,199,105   
  

 

 

 

 

9


Amboy Aggregates Joint Venture and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2014, 2013 (unaudited) and 2012 (unaudited)

 

Note 4 - Inventory

Inventory consists of the following:

 

     2014      2013 (unaudited)  

Finished goods

   $ 873,610       $ 1,759,450   

Supplies

     192,108         1,393,900   
  

 

 

    

 

 

 

Totals

$ 1,065,718    $ 3,153,350   
  

 

 

    

 

 

 

Note 5 - Sale of land

Amboy and Lower Main Street Development, LLC (“Lower Main”) an entity whose related members are partners of the Partnership, entered into an amended and restated agreement on December 13, 2013 to sell substantially all of the real estate on which Amboy conducts its operations for $33,000,000. On December 31, 2013, pursuant to the terms of the amended and restated agreement, the buyer made a first payment of $2,000,000 which was to be applied to the purchase price at the closing.

On December 31, 2014, the Partnership sold substantially all of the land, resulting in a gain of approximately $15,100,000, included in gain on disposition of property and equipment in the consolidated statement of income and partners’ capital for the year ended December 31, 2014.

Note 6 - Property, plant and equipment

Property, plant and equipment consists of the following:

 

     Range of
Estimated
Useful
Lives
(Years)
   2014      2013 (unaudited)  

Land

      $ 72,070       $ 671,047   

Plant and equipment

   3 to 15      10,663,910         10,625,529   

Delivery equipment (Scows)

   10 to 20      8,853,867         8,853,867   

Dredging system

   15 to 20      14,784,282         14,784,282   

Office equipment and trailers

   10      248,876         248,876   

Automobiles and trucks

   3 to 5      322,234         322,234   
     

 

 

    

 

 

 
  34,945,239      35,505,835   

Less accumulated depreciation

  33,752,543      33,431,139   
     

 

 

    

 

 

 

Totals

$ 1,192,696    $ 2,074,696   
     

 

 

    

 

 

 

Depreciation and amortization expense was $321,403, $517,028 (unaudited) and $646,361 (unaudited) for the years ended December 31, 2014, 2013 and 2012, respectively.

 

10


Amboy Aggregates Joint Venture and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2014, 2013 (unaudited) and 2012 (unaudited)

 

Note 7—Due from insurance claim

As of December 31, 2013, the Partnership had been approved by its insurance company for proceeds of $89,141 (unaudited) related to storm damages. This amount was received in January 2014, and as such, is reflected as receivables as of December 31, 2013.

Note 8—Long-term debt

The Partnership has a promissory note payable (the “Note”) with a former member of NYS&S with remaining outstanding principal of $4,587,996 as of December 31, 2014. The note, which was secured by interest in NYS&S, contained a covenant prohibiting the sale of the collateral. At December 31, 2014, the Company was in breach of the covenant as a result of the sale of NYS&S. Under the terms of the agreement, violation of the covenant entitles the holder to accelerate upon notice of the amounts due, which include, in addition to the principal and accrued interest, a yield maintenance fee. At December 31, 2014, the entire amount of the note, $4,587,996, has been included in current liabilities. In addition, the Company accrued approximately $917,900 representing accrued interest and yield maintenance fee, which is included in the current portion of long-term debt in the consolidated balance sheet for the year ended December 31, 2014.

Note 9—Retirement plans

Pension and annuity plans

Employees covered by a union agreement were included in multi-employer pension and annuity plans to which the Partnership made contributions in accordance with the contractual union agreement. The Partnership ceased contributions to the Operating Engineers Local No. 825 Pension Plan effective February 19, 2011 and any future contributions were paid to the annuity fund. As a result of withdrawing from the pension fund, the Partnership was obligated to pay $328,628, plus interest of $47,445, of which $77,687, including interest of $5,834, was paid during 2014 and $58,262, including interest of $7,245, was paid during 2013. At December 31, 2014 and 2013, other liabilities and accrued expenses included $12,079, and $76,547 and $91,162 (unaudited) and $69,318 (unaudited), respectively, related to this withdrawal obligation.

Principal payment requirements of the withdrawal obligation in each of the years subsequent to December 31, 2014 are as follows:

 

Year Ending

December 31,

   Amount  

2015

   $ 76,547   

2016

     12,079   

The Partnership maintains a retirement plan qualifying under Section 401(k) of the Internal Revenue Code which allows eligible employees to defer a portion of their income through contributions to the plan. Under the provisions of the plan, the Partnership makes contributions for the benefit of the employees, subject to certain limitations. The Partnership’s contributions for the years ended December 31, 2014, 2013 and 2012 were $63,029, $86,136 (unaudited) and $75,977 (unaudited), respectively.

 

11


Amboy Aggregates Joint Venture and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2014, 2013 (unaudited) and 2012 (unaudited)

 

Multi-employer pension plans

The Partnership contributes to multi-employer pension plans under collective bargaining agreements which provide retirement benefits for its various union employees. The risks of participating in multi-employer plans are different from single employer plans as assets contributed are available to provide benefits to employees of other employers and unfunded obligations from an employer that discontinues contributions are the responsibility of all remaining employers. In addition, in the event of a plan’s termination or the Partnership’s withdrawal from a plan, the Partnership may be liable for a portion of the plan’s unfunded vested benefits. The Partnership is not aware of any expected plan terminations.

The Partnership’s contributions to these plans were less than 5% of each such plan’s total contributions. Unless otherwise noted, with regards to the operating Engineers Local No. 825 Pension Plan, the most recent Pension Protection Act zone status available in 2014 and 2013 is for the plan’s year-end at June 30, 2014 and 2013, respectively. With regards to the Central Pension Fund of the International Union of Operating Engineers and Participating Employers, the most recent Pension Protection Act zone status available in 2014 and 2013 is for the Plan’s year end at January 31, 2015 and January 31, 2014. The zone status is based on information that the Partnership received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are less than 80% funded and plans in the green zone are at least 80% funded. The “FIP/RP Status Pending/Implemented” column indicates plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. Information for significant multi-employer pension plans in which the Partnership participates is included in the table below:

 

Pension

Fund

EIN/Pension
Plan Number
Pension
Zone
Status
2014
Pension
Zone
Status
2013
Pension
Zone
Status
2012
FIP/RP
Status
Pending or
Implemented
Contributions   Surcharge
Imposed
  Expiration
Date of
Collective
Bargaining
Agreement
 
2014   2013
(unaudited)
  2012
(unaudited)
 

Operating Engineers Local No. 825 Pension Plan

   22-
6033380/001
   Green    Green    Yellow    Implemented    $ 141,637       $ 195,806       $ 175,619         No         1/31/16   

Central Pension Fund of the International Union of Engineers and Participating Employers

   36-6052390/001    Green    Green    Green    No      55,130         82,297         196,477         No         1/31/16   
                 

 

 

    

 

 

    

 

 

       

Totals

                  $ 196,767       $ 278,103       $ 372,096         
                 

 

 

    

 

 

    

 

 

       

 

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Amboy Aggregates Joint Venture and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2014, 2013 (unaudited) and 2012 (unaudited)

 

Note 10—Commitments and contingencies

License agreement

The Partnership has a license agreement through August 5, 2016 with the State of New Jersey which enables the Partnership to dredge in the Ambrose Channel for commercial sand. Under this agreement, the State of New Jersey receives a royalty fee based on the amount of material dredged that, effective August 1, 2009, ranges between $.35 and $.70 per cubic yard. Royalties charged to operations during the years ended December 31, 2014, 2013 and 2012 amounted to $84,186, $424,309 (unaudited) and $355,607 (unaudited), respectively.

Litigation

In the ordinary course of business the Partnership is a party in various legal proceedings. In the opinion of management, resolution of these claims is not expected to have a material adverse impact on the financial position or results of operations of the Partnership.

Note 11—Related party transactions

The Company sells inventory to affiliates. Sales to affiliates during the years ended December 31, 2014, 2013 and 2012 were $102,000, $222,000 (unaudited) and $352,000 (unaudited), respectively. Due from affiliates at December 31, 2014 and 2013 consist of the following:

 

     2014      2013 (unaudited)  
Due from affiliates:              

Great Lakes Dredge & Dock Corporation

   $ 120,894       $ 208,807   

Lower Main

     64,982         —     
  

 

 

    

 

 

 
$ 185,876    $ 208,807   
  

 

 

    

 

 

 

During 2014, 2013 and 2012, the Partnership accrued rent totaling $180,000 to Lower Main, whose related members are partners of the Partnership. The lease, which requires monthly payments of $15,000, is on a month-to-month basis.

Due to affiliates at December 31, 2014 and 2013 consists of the following:

 

     2014      2013 (unaudited)  

Due to Lower Main

   $ —         $ 366,000   

 

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