Attached files

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8-K/A - AMENDMENT TO FORM 8-K - Nexeo Solutions Holdings, LLCa14-5396_28ka.htm
EX-99.1 - EX-99.1 - Nexeo Solutions Holdings, LLCa14-5396_2ex99d1.htm
EX-99.2 - EX-99.2 - Nexeo Solutions Holdings, LLCa14-5396_2ex99d2.htm
EX-99.4 - EX-99.4 - Nexeo Solutions Holdings, LLCa14-5396_2ex99d4.htm
EX-99.5 - EX-99.5 - Nexeo Solutions Holdings, LLCa14-5396_2ex99d5.htm
EX-99.6 - EX-99.6 - Nexeo Solutions Holdings, LLCa14-5396_2ex99d6.htm
EX-99.7 - EX-99.7 - Nexeo Solutions Holdings, LLCa14-5396_2ex99d7.htm
EX-99.8 - EX-99.8 - Nexeo Solutions Holdings, LLCa14-5396_2ex99d8.htm

Exhibit 99.3

 

ST LABORATORIES GROUP, LLC

 

CONROE, TEXAS

 

FINANCIAL STATEMENTS

AND SUPPLEMENTARY INFORMATION

 

YEARS ENDED

DECEMBER 31, 2012, 2011

AND THE PERIOD FROM INCEPTION

(MAY 1, 2010) TO DECEMBER 31, 2010

 



 

ST LABORATORIES GROUP, LLC

TABLE OF CONTENTS

DECEMBER 31, 2012, 2011,

AND THE PERIOD FROM INCEPTION (MAY 1, 2010) TO DECEMBER 31, 2010

 

 

Page

 

 

INDEPENDENT AUDITORS’ REPORT

1

 

 

FINANCIAL STATEMENTS

 

 

 

Balance Sheets

4

 

 

Statements of Income

5

 

 

Statements of Changes in Members’ Equity

6

 

 

Statements of Cash Flows

7

 

 

Notes to Financial Statements

8

 

 

SUPPLEMENTARY INFORMATION

 

 

 

Supporting Schedules of General and Administrative Expenses

13

 

i



 

(This page intentionally left blank)

 

ii



 

HLSK

Hereford, Lynch, Sellars & Kirkham

Certified Public Accountants          ·         A Professional Corporation

 

Conroe

 

Members of the

 

Cleveland

1406 Wilson Rd., Suite 100

 

American Institute of Certified Public Accountants

 

111 East Boothe

Conroe, Texas 77304

 

Texas Society of Certified Public Accounts

 

Cleveland, Texas 77327

Tel      936-756-8127

 

Private Companies Practice Section

 

Tel   281-592-6443

Metro 936-441-1338

 

of the AICPA Division for Firms

 

Fax   281-592-7706

Fax     936-756-8132

 

 

 

 

 

INDEPENDENT AUDITORS’ REPORT

 

To the Members of

ST Laboratories Group, LLC

9733 Meador Road

Conroe, TX 77303

 

We have audited the accompanying financial statements of ST Laboratories Group, LLC (a Texas limited liability company) which comprise the balance sheets as of December 31, 2012, 2011 and for the period from inception (May 1, 2010) to December 31, 2010, and the related statements of income, changes in members’ equity, and cash flows for the years then ended, and the period from inception (May 1, 2010) to December 31, 2010, and the related notes to the financial statements.

 

Management’s Responsibility for the Financial Statements

 

Management is responsible for the preparation and fair presentation of these 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 financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditor’s Responsibility

 

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits 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 financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the 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 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 financial statements.

 

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

 

1



 

Opinion

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ST Laboratories Group, LLC as of December 31, 2012, 2011 and the period from inception (May 1, 2010) to December 31, 2010 and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

 

Our audits were conducted for the purpose of forming an opinion on the financial statements as a whole.  The Supporting Schedules of General and Administrative Expenses are presented for purposes of additional analysis and are not a required part of the financial statements.  Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements.  The information has been subjected to the auditing procedures applied in the audits of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America.  In our opinion, the information is fairly stated in all material respects in relation to the financial statements as whole.

 

 

Hereford, Lynch, Sellars & Kirkham, P.C.

 

HEREFORD, LYNCH, SELLARS & KIRKHAM, P.C.

Certified Public Accountants

 

Conroe, Texas

October 18, 2013

 

2



 

FINANCIAL STATEMENTS

 

3



 

ST LABORATORIES GROUP, LLC

CONROE, TEXAS

BALANCE SHEETS

DECEMBER 31, 2012, 2011,

AND THE PERIOD FROM INCEPTION (MAY 1, 2010) TO DECEMBER 31, 2010

 

 

 

2012

 

2011

 

2010

 

ASSETS

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

Cash

 

$

197,701

 

$

 

$

61,271

 

Accounts Receivable

 

210,421

 

165,031

 

113,869

 

Total Current Assets

 

408,122

 

165,031

 

175,140

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

408,122

 

$

165,031

 

$

175,140

 

 

 

 

 

 

 

 

 

LIABILITIES AND MEMBERS’ EQUITY

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

Accounts Payable

 

$

11,704

 

$

91,229

 

$

150,000

 

Accrued Expenses

 

9,174

 

6,220

 

3,785

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

20,878

 

97,449

 

153,785

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

20,878

 

97,449

 

153,785

 

 

 

 

 

 

 

 

 

MEMBERS’ EQUITY

 

387,244

 

67,582

 

21,355

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND MEMBERS’ EQUITY

 

$

408,122

 

$

165,031

 

$

175,140

 

 

The accompanying notes are an integral part of these financial statements.

 

4



 

ST LABORATORIES GROUP, LLC

CONROE, TEXAS

STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011,

AND THE PERIOD FROM INCEPTION (MAY 1, 2010) TO DECEMBER 31, 2010

 

 

 

2012

 

2011

 

2010

 

 

 

 

 

 

 

 

 

NET SALES

 

$

3,223,753

 

$

2,131,948

 

$

1,282,479

 

 

 

 

 

 

 

 

 

COST OF SALES

 

 

 

 

 

 

 

Equipment Rental

 

112,669

 

100,081

 

70,541

 

Freight

 

12,233

 

6,748

 

2,764

 

Lab Expense and Supplies

 

283,461

 

207,042

 

151,984

 

Labor

 

1,766,327

 

1,124,445

 

589,122

 

 

 

2,174,690

 

1,438,316

 

814,411

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

1,049,063

 

693,632

 

468,068

 

 

 

 

 

 

 

 

 

GENERAL AND ADMINISTRATIVE EXPENSES

 

620,871

 

541,188

 

291,428

 

 

 

 

 

 

 

 

 

OPERATING INCOME

 

428,192

 

152,444

 

176,640

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

Miscellaneous Income

 

 

3

 

 

 

 

 

 

 

 

 

 

INCOME BEFORE INCOME TAXES

 

428,192

 

152,447

 

176,640

 

 

 

 

 

 

 

 

 

PROVISION FOR STATE INCOME TAXES

 

8,530

 

6,220

 

3,785

 

 

 

 

 

 

 

 

 

NET INCOME

 

$

419,662

 

$

146,227

 

$

172,855

 

 

The accompanying notes are an integral part of these financial statements.

 

5



 

ST LABORATORIES GROUP, LLC

CONROE, TEXAS

STATEMENTS OF CHANGES IN MEMBERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011,

AND THE PERIOD FROM INCEPTION (MAY 1, 2010) TO DECEMBER 31, 2010

 

 

 

MEMBERS’

 

 

 

EQUITY

 

BALANCE AS OF MAY 1, 2010

 

$

 

 

 

 

 

Capital Contributed

 

1,000

 

Distributions

 

(152,500

)

Net Income

 

172,855

 

 

 

 

 

BALANCE AS OF DECEMBER 31, 2010

 

21,355

 

 

 

 

 

Distributions

 

(100,000

)

Net Income

 

146,227

 

 

 

 

 

BALANCE AS OF DECEMBER 31, 2011

 

67,582

 

 

 

 

 

Distributions

 

(100,000

)

Net Income

 

419,662

 

 

 

 

 

BALANCE AS OF DECEMBER 31, 2012

 

$

387,244

 

 

The accompanying notes are an integral part of these financial statements.

 

6



 

ST LABORATORIES GROUP, LLC

CONROE, TEXAS

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011,

AND THE PERIOD FROM INCEPTION (MAY 1, 2010) TO DECEMBER 31, 2010

 

 

 

2012

 

2011

 

2010

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

Cash received from customers

 

$

3,178,363

 

$

2,080,789

 

$

1,168,610

 

Cash paid to suppliers and employees

 

(2,872,132

)

(2,035,840

)

(952,054

)

State income taxes paid

 

(8,530

)

(6,220

)

(3,785

)

Net cash provided by operating activities

 

297,701

 

38,729

 

212,771

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

Capital contributed

 

 

 

1,000

 

Distributions paid

 

(100,000

)

(100,000

)

(152,500

)

Net cash provided by financing activities

 

(100,000

)

(100,000

)

(151,500

)

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

197,701

 

(61,271

)

61,271

 

Cash at beginning of year

 

 

61,271

 

 

Cash at end of year

 

$

197,701

 

$

 

$

61,271

 

 

 

 

 

 

 

 

 

RECONCILIATION OF NET INCOME TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net income

 

$

419,662

 

$

146,227

 

$

172,855

 

(Increase) Decrease in:

 

 

 

 

 

 

 

Accounts receivable

 

(45,390

)

(51,162

)

(113,869

)

Increase (Decrease) in:

 

 

 

 

 

 

 

Accounts payable

 

(79,525

)

(58,771

)

150,000

 

Accrued expenses

 

2,954

 

2,435

 

3,785

 

Net cash provided by operating activities

 

$

297,701

 

$

38,729

 

$

212,771

 

 

The accompanying notes are an integral part of these financial statements.

 

7



 

ST LABORATORIES GROUP, LLC

CONROE, TEXAS

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012, 2011,

AND THE PERIOD FROM INCEPTION (MAY 1, 2010) TO DECEMBER 31, 2010

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Activities

 

ST Laboratories Group, LLC was organized in the State of Texas on August 10, 2009, with operations commencing on May 1, 2010, and is engaged in the performance of analytical testing using standard and proprietary methods.  The Company acquired a testing lab with 30 years of serving as the standard for testing laboratories for the petroleum, petrochemical and chemical industries.  The Company currently operates testing locations in Pasadena, Texas, Conroe, Texas, and Harvey, Louisiana.  Chemical Specialists and Development, Inc. (CSD, Inc.) provides the work force for the Company and is reimbursed by the Company for all wages and benefits.

 

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 the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

 

Cash Equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less at the date of acquisition to be “cash equivalents.”

 

Accounts Receivable

 

The Company generally charges off any account deemed to be uncollectible.  In the opinion of management, there is no need for a reserve for uncollectible accounts.  This is based on the Company’s experience with its customers.  Accounts receivable are stated at their net realizable value, which approximates their fair value.

 

Advertising Costs

 

The Company expenses advertising costs as they are incurred.  Advertising expenses for the years ended December 31, 2012, 2011 and the period from inception (May 1, 2010) to December 31, 2010 were $13,183, $12,909 and $850 respectively.

 

Property and Equipment

 

The Company does not own any property or equipment.  Lab facilities and equipment are rented from CSD, Inc.

 

Income Taxes

 

The Company, with the consent of its members, has elected under the Internal Revenue Code to be a limited liability company.  The members of a limited liability company are taxed individually on their proportionate share of the Company’s taxable income.  Therefore, no provision or liability for federal income taxes has been included in these financial statements.

 

Uncertain Tax Positions

 

Management has determined that the Company does not have any uncertain tax positions and associated unrecognized benefits or liabilities that materially impact the financial statements or related disclosures.  Since tax matters are subject to some degree of uncertainty, there can be no assurance that the Company’s tax returns will not be challenged by the taxing authorities and that the Company or its members will not be subject to additional tax, penalties, and interest as a result of such challenge.  Generally, the Company’s tax returns remain open for three years for federal income tax examination.

 

8



 

ST LABORATORIES GROUP, LLC

CONROE, TEXAS

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012, 2011,

AND THE PERIOD FROM INCEPTION (MAY 1, 2010) TO DECEMBER 31, 2010

 

Shipping and Handling Costs

 

Freight billed to customers is considered sales revenue and the related freight costs are considered a cost of sales.

 

NOTE 2 - CASH

 

The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits.  The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

 

NOTE 3 - COMMITMENTS AND CONTINGENCIES

 

The company leases lab equipment from CSD, Inc.  The original term of the lease commenced on May 1, 2010, with automatic renewal for each successive twelve (12) month period, unless either party notifies the other party of its intention to terminate the lease. Effective January 1, 2013, the rent will increase to $10,000 per month.   Equipment rental expenses for the years ended December 31, 2012, 2011 and the period from inception (May 1, 2010) to December 31, 2010 were $90,000, $90,000 and $67,500 respectively.

 

The Company subleases a lab facility from CSD, Inc. The term of the lease entered into by CSD, Inc. commenced on August 17, 2009 and expires sixty-eight (68) months and fifteen (15) days from the commencement date, on April 30, 2015.  CSD, Inc. makes monthly payments of $4,500 and ST Labs reimburses CSD, Inc.  Rent expenses for the years ended December 31, 2012, 2011 and the period from inception (May 1, 2010) to December 31, 2010 $42,000, $39,500 and $40,500, respectively.

 

The Company leases a lab facility in Louisiana.  The term of the lease commenced on May 1, 2010 and expired April 30, 2011, with automatic renewals for four (4) additional periods of twelve (12) months for a total of five (5) years, unless on or before the expiration of the term, the Company notifies the landlord of its intention not to renew the lease.  Rent expense for the years ended December 2012, 2011, and the period from inception (May 1, 2010) to December 31, 2010 were $10,200, $10,200, and $7,650, respectively.

 

NOTE 4 - RELATED PARTY TRANSACTIONS

 

A reciprocal agreement exists between CSD, Inc. and the Company.  CSD, Inc. provides administrative support services to the Company in exchange for all chemical testing laboratory services and materials required by CSD, Inc.  The Company received a flat monthly fee of $50,000 from the commencement of the agreement in May 2010, until March 2012, when the amount was increased to $62,500 per month. A majority of the members of the Company are shareholders in CSD, Inc.  The following table illustrates the amounts transacted with CSD, Inc.:

 

 

 

2012

 

2011

 

2010

 

Balance Sheet

 

 

 

 

 

 

 

Accounts Payable to CSD, Inc.

 

$

 

$

 

$

150,000

 

 

 

 

 

 

 

 

 

Income Statement

 

 

 

 

 

 

 

Sales to CSD, Inc.

 

$

957,592

 

$

745,578

 

$

455,829

 

 

 

 

 

 

 

 

 

Amounts remitted to CSD, Inc. included in Cost of Sales

 

$

1,941,327

 

$

1,299,445

 

$

703,545

 

 

 

 

 

 

 

 

 

Amounts remitted to CSD, Inc. included in General and Administrative expenses

 

$

183,109

 

$

133,002

 

$

72,688

 

 

9



 

ST LABORATORIES GROUP, LLC

CONROE, TEXAS

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012, 2011,

AND THE PERIOD FROM INCEPTION (MAY 1, 2010) TO DECEMBER 31, 2010

 

The Consolidation Topic of the FASB Accounting Standards Codification requires nonpublic companies with a variable interest in a variable interest entity (VIE) to make certain disclosures and/or consolidate the VIE into its financial statements.  The Company has evaluated its relationship with CSD, Inc. and has determined that the entity does not meet the criteria to be considered a VIE; therefore, the application of this interpretation is not applicable to the Company for the years ended December 31, 2012, 2011, and the period from inception (May 1, 2010) to December 31, 2010.

 

NOTE 5 - MAJOR CUSTOMERS

 

CSD, Inc. is a major customer for the Company.  Annual sales to CSD, Inc. for the years ended December 31, 2012, 2011, and the period from inception (May 1, 2010) to December 31, 2010 represented thirty percent (30%), thirty-five percent (35%), and thirty-six percent (36%), respectively, of total sales.

 

NOTE 6 — FEDERAL AND STATE INCOME TAXES

 

The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions.  The Company is not subject to U.S. federal, state or local income tax examinations by tax authorities for the years ended December 31, 2012, 2011, and the period from inception (May 1, 2010) to December 31, 2010.

 

NOTE 7 - SUBSEQUENT EVENTS

 

On December 13, 2012, at the annual member meeting, a motion was made, and approved, to award member bonuses totaling $185,000.  Those distributions were paid in January 2013.

 

The Company, along with CSD, Inc., is part of a planned business acquisition by Nexeo Solutions.  Nexeo Solutions has planned to complete the transaction on December 2, 2013.

 

Events occurring after December 31, 2012 have been evaluated through October 18, 2013, the date when these financial statements were available to be issued.

 

10



 

SUPPLEMENTARY INFORMATION

 

11



 

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12



 

ST LABORATORIES GROUP, LLC

CONROE, TEXAS

SUPPORTING SCHEDULES

OF GENERAL AND ADMINISTRATIVE EXPENSES

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011,

AND THE PERIOD FROM INCEPTION (MAY 1, 2010) TO DECEMBER 31, 2010

 

 

 

2012

 

2011

 

2010

 

OPERATING EXPENSES

 

 

 

 

 

 

 

Advertising

 

$

13,183

 

$

12,909

 

$

850

 

Auto

 

25,776

 

10,795

 

10,498

 

Bad Debts

 

600

 

 

 

Contributions

 

1,500

 

65

 

 

Dues and Subscriptions

 

4,665

 

2,892

 

2,673

 

Entertainment

 

1,082

 

1,372

 

844

 

License and Permits

 

3,710

 

5,933

 

4,630

 

Miscellaneous

 

 

 

1,000

 

Office Supplies and Postage

 

52,210

 

35,164

 

13,468

 

Professional-Accounting and Legal

 

6,703

 

5,507

 

265

 

Rent

 

52,200

 

53,308

 

48,150

 

Repairs and Maintenance

 

33,621

 

35,177

 

23,303

 

Safety

 

1,635

 

5,839

 

1,739

 

Salaries-Clerical

 

141,109

 

93,502

 

32,188

 

Salaries-Officers

 

175,000

 

175,000

 

114,423

 

Sales and Credit Card Fees

 

19,536

 

15,925

 

5,742

 

Sales and Trade Shows

 

3,956

 

20,583

 

 

Taxes-Other

 

5,348

 

 

 

Telephone and Communications

 

22,636

 

14,419

 

5,324

 

Trash Disposal

 

2,060

 

1,974

 

1,375

 

Travel

 

1,598

 

843

 

 

Utilities

 

52,743

 

49,981

 

24,956

 

 

 

$

620,871

 

$

541,188

 

$

291,428

 

 

See notes to financial statements.

 

13