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Exhibit 99.1

 

ARCHWAY SALES GROUP

 

AUDITED COMBINED FINANCIAL STATEMENTS

 

AND

 

SUPPLEMENTARY INFORMATION

 

Years Ended June 30, 2013, 2012, and 2011

 



 

ARCHWAY SALES GROUP

 

TABLE OF CONTENTS

 

 

Page

 

 

Independent Auditor’s Report

1

 

 

Combined Financial Statements

 

Balance Sheets

2

Statements of Income

3

Statements of Changes in Equity

4

Statements of Cash Flows

5

Notes to Financial Statements

6

 

 

Independent Auditor’s Report on Supplementary Information

16

 

 

Supplementary Information

 

Combining Balance Sheet - June 30, 2013

17

Combining Balance Sheet - June 30, 2012

18

Combining Balance Sheet - June 30, 2011

19

Combining Statement of Income - Year Ended June 30, 2013

20

Combining Statement of Income - Year Ended June 30, 2012

21

Combining Statement of Income - Year Ended June 30, 2011

22

 



 

INDEPENDENT AUDITOR’S REPORT

 

To the Board of Directors and Members

Archway Sales Group

 

We have audited the accompanying combined financial statements of Archway Sales Group, which comprise the combined balance sheets as of June 30, 2013, 2012, and 2011, and the related combined statements of income, statements of changes in equity, and cash flows for the years then ended, and the related notes to the combined financial statements.

 

Management’s Responsibility for the Combined Financial Statements

 

Management is responsible for the preparation and fair presentation of the combined 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 combined 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 combined 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 combined financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements.  The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the combined 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 combined 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 combined 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 combined financial statements referred to above present fairly, in all material respects, the financial position of Archway Sales Group as of June 30, 2013, 2012, and 2011, 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.

 

/s/ UHY LLP

 

St. Louis, Missouri

March 28, 2014

 

1



 

ARCHWAY SALES GROUP

COMBINED BALANCE SHEETS

 

 

 

June 30,

 

 

 

2013

 

2012

 

2011

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

2,913,936

 

$

335,303

 

$

192,729

 

Accounts receivable

 

21,001,949

 

24,119,388

 

26,388,010

 

Commissions receivable

 

276,902

 

275,723

 

298,126

 

Inventories

 

10,245,876

 

9,315,217

 

12,192,894

 

Advances to officers and employees

 

44,000

 

43,000

 

43,000

 

Deferred income taxes

 

64,408

 

120,529

 

246,053

 

Refundable income taxes

 

92,273

 

801,875

 

297,550

 

Prepaid expenses and other assets

 

82,504

 

138,517

 

481,964

 

Total current assets

 

34,721,848

 

35,149,552

 

40,140,326

 

 

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT

 

1,462,573

 

1,131,355

 

1,061,464

 

OTHER ASSETS

 

 

 

 

 

 

 

Intangible assets

 

10,511,468

 

10,786,468

 

11,030,468

 

Other

 

215,331

 

281,955

 

256,712

 

 

 

10,726,799

 

11,068,423

 

11,287,180

 

 

 

$

46,911,220

 

$

47,349,330

 

$

52,488,970

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

Checks drawn in excess of bank balances

 

$

 

$

346,808

 

$

3,231,410

 

Note payable to bank

 

 

2,070,219

 

9,095,164

 

Current portion of long-term debt

 

 

 

1,322,770

 

Accounts payable

 

9,675,756

 

13,344,576

 

8,759,615

 

Accrued expenses

 

2,944,189

 

3,569,205

 

3,257,660

 

Total current liabilities

 

12,619,945

 

19,330,808

 

25,666,619

 

 

 

 

 

 

 

 

 

LONG-TERM LIABILITIES

 

 

 

 

 

 

 

Long-term debt

 

 

 

5,027,922

 

Deferred compensation

 

127,025

 

122,390

 

155,981

 

Deferred income taxes

 

945,910

 

623,043

 

421,154

 

 

 

1,072,935

 

745,433

 

5,605,057

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

 

Common stock, $10 par value, voting; authorized - 5,000 shares; issued - 1,550 shares

 

15,500

 

15,500

 

15,500

 

Common stock, $10 par value, nonvoting; authorized - 5,000 shares; issued - 4,509 shares

 

45,090

 

45,090

 

45,090

 

Additional paid-in capital

 

9,952

 

9,952

 

9,952

 

Retained earnings

 

32,713,926

 

26,913,203

 

20,967,392

 

Members’ equity

 

856,419

 

711,891

 

601,907

 

 

 

33,640,887

 

27,695,636

 

21,639,841

 

Treasury stock, at cost - 1,049 voting shares

 

(422,547

)

(422,547

)

(422,547

)

 

 

33,218,340

 

27,273,089

 

21,217,294

 

 

 

$

46,911,220

 

$

47,349,330

 

$

52,488,970

 

 

See notes to combined financial statements.

 

2



 

ARCHWAY SALES GROUP

COMBINED STATEMENTS OF INCOME

 

 

 

Years Ended June 30,

 

 

 

2013

 

Percent

 

2012

 

Percent

 

2011

 

Percent

 

WAREHOUSE SALES

 

$

134,249,743

 

68.1

%

$

147,851,281

 

71.8

%

$

132,289,165

 

70.6

%

DIRECT SALES

 

62,835,598

 

31.9

 

58,035,520

 

28.2

 

55,132,501

 

29.4

 

 

 

197,085,341

 

100.0

 

205,886,801

 

100.0

 

187,421,666

 

100.0

 

COST OF SALES

 

168,307,115

 

85.4

 

176,462,818

 

85.7

 

160,892,578

 

85.8

 

GROSS MARGIN

 

28,778,226

 

14.6

 

29,423,983

 

14.3

 

26,529,088

 

14.2

 

COMMISSION INCOME

 

1,418,756

 

0.7

 

1,642,017

 

0.8

 

1,663,237

 

0.9

 

 

 

30,196,982

 

15.3

 

31,066,000

 

15.1

 

28,192,325

 

15.1

 

SELLING AND ADMINISTRATIVE EXPENSES

 

20,605,208

 

10.5

 

20,902,859

 

10.2

 

18,556,743

 

9.9

 

 

 

9,591,774

 

4.8

 

10,163,141

 

4.9

 

9,635,582

 

5.2

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

 

 

 

 

Discount income

 

1,150,602

 

0.6

 

925,661

 

0.4

 

966,533

 

0.5

 

Interest expense

 

(40,074

)

 

(347,371

)

(0.2

)

(302,445

)

(0.2

)

Impairment of intangible assets

 

(275,000

)

(0.1

)

(244,000

)

(0.1

)

 

 

Other income (expense)

 

169,956

 

0.1

 

(13,586

)

 

(98,933

)

(0.1

)

 

 

1,005,484

 

0.6

 

320,704

 

0.1

 

565,155

 

0.2

 

INCOME BEFORE INCOME TAXES

 

10,597,258

 

5.4

 

10,483,845

 

5.0

 

10,200,737

 

5.4

 

INCOME TAX EXPENSE

 

3,792,007

 

1.9

 

3,668,050

 

1.8

 

3,724,089

 

2.0

 

NET INCOME

 

$

6,805,251

 

3.5

%

$

6,815,795

 

3.2

%

$

6,476,648

 

3.4

%

 

See notes to combined financial statements.

 

3



 

ARCHWAY SALES GROUP

COMBINED STATEMENTS OF CHANGES IN EQUITY

Years Ended June 30, 2013, 2012 and 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

JACAAB,

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

LLC

 

 

 

Combined

 

 

 

Common Stock

 

 

 

Paid-In

 

Retained

 

Members’

 

Treasury

 

Stockholders’

 

 

 

Voting

 

Nonvoting

 

Total

 

Capital

 

Earnings

 

Equity

 

Stock

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE AT JULY 1, 2010

 

$

15,500

 

$

45,090

 

$

60,590

 

$

9,952

 

$

15,206,919

 

$

445,732

 

$

(422,547

)

$

15,300,646

 

LLC DISTRIBUTIONS

 

 

 

 

 

 

(560,000

)

 

(560,000

)

NET INCOME

 

 

 

 

 

5,760,473

 

716,175

 

 

6,476,648

 

BALANCE AT JUNE 30, 2011

 

15,500

 

45,090

 

60,590

 

9,952

 

20,967,392

 

601,907

 

(422,547

)

21,217,294

 

LLC DISTRIBUTIONS

 

 

 

 

 

 

(760,000

)

 

(760,000

)

NET INCOME

 

 

 

 

 

5,945,811

 

869,984

 

 

6,815,795

 

BALANCE AT JUNE 30, 2012

 

15,500

 

45,090

 

60,590

 

9,952

 

26,913,203

 

711,891

 

(422,547

)

27,273,089

 

LLC DISTRIBUTIONS

 

 

 

 

 

 

(860,000

)

 

(860,000

)

NET INCOME

 

 

 

 

 

5,800,723

 

1,004,528

 

 

6,805,251

 

BALANCE AT JUNE 30, 2013

 

$

15,500

 

$

45,090

 

$

60,590

 

$

9,952

 

$

32,713,926

 

$

856,419

 

$

(422,547

)

$

33,218,340

 

 

See notes to combined financial statements.

 

4



 

ARCHWAY SALES GROUP

COMBINED STATEMENTS OF CASH FLOWS

 

 

 

Years Ended June 30,

 

 

 

2013

 

2012

 

2011

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

Net income

 

$

6,805,251

 

$

6,815,795

 

$

6,476,648

 

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

 

 

 

 

 

 

 

Depreciation

 

316,198

 

283,222

 

283,180

 

Impairment of intangible assets

 

275,000

 

244,000

 

 

(Gain) loss on sale of property and equipment

 

(12,229

)

5,863

 

150,574

 

Deferred compensation

 

4,635

 

(33,591

)

5,441

 

Deferred income tax expense

 

378,988

 

327,413

 

142,235

 

Changes in

 

 

 

 

 

 

 

Receivables

 

3,116,260

 

2,291,025

 

7,786

 

Inventories

 

(930,659

)

2,877,677

 

(1,410,633

)

Advances to officers and employees

 

(1,000

)

 

(12,000

)

Refundable income taxes

 

709,602

 

(504,325

)

(216,250

)

Prepaid expenses and other current assets

 

56,013

 

343,447

 

359,607

 

Other assets

 

66,624

 

(25,243

)

(11,023

)

Checks drawn in excess of bank balances

 

(346,808

)

(2,884,602

)

2,046,495

 

Accounts payable

 

(3,668,820

)

4,584,961

 

(4,271,143

)

Accrued expenses

 

(625,016

)

311,545

 

500,085

 

Net cash provided by operating activities

 

6,144,039

 

14,637,187

 

4,051,002

 

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

Purchase of net assets in acquisition

 

 

 

(13,227,413

)

Purchase of property and equipment

 

(685,587

)

(371,216

)

(318,847

)

Proceeds from sale of property and equipment

 

50,400

 

12,240

 

24,500

 

Receipts on notes receivable - related party

 

 

 

100,000

 

Net cash used by investing activities

 

(635,187

)

(358,976

)

(13,421,760

)

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

Net (repayments) advances on note payable to bank

 

(2,070,219

)

(7,024,945

)

8,710,900

 

Payments on long-term debt

 

 

(6,350,692

)

(649,308

)

JACAAB distributions

 

(860,000

)

(760,000

)

(560,000

)

Net cash provided (used) by financing activities

 

(2,930,219

)

(14,135,637

)

7,501,592

 

 

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

2,578,633

 

142,574

 

(1,869,166

)

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, Beginning

 

335,303

 

192,729

 

2,061,895

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, Ending

 

$

2,913,936

 

$

335,303

 

$

192,729

 

 

See notes to combined financial statements.

 

5



 

ARCHWAY SALES GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS

June 30, 2013, 2012, and 2011

 

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

This summary of significant accounting policies is presented to assist in understanding Archway Sales Group (the Company) combined financial statements.  These accounting policies conform to accounting principles generally accepted in the United States of America.

 

History and Business Activity

 

Archway Sales Group is comprised of Archway Sales, Inc. (Archway) and JACAAB, LLC (JACAAB).  Archway Sales, Inc. was founded in 1968 and is primarily a distributor of specialty chemicals.  The Company, with headquarters in St. Louis, Missouri, operates seven regional offices and fourteen distribution points.  The Company’s regional offices are located in St. Louis, Chicago, New York, Memphis, Kansas City, Cincinnati, and Atlanta.

 

JACAAB, LLC was founded in 1999 and is headquartered in St. Louis, Missouri.  The Company is a manufacturer and distributor of specialty chemicals.

 

Principles of Combination

 

The combined financial statements of Archway Sales Group include the accounts of Archway and JACAAB.  For purposes of these combined financial statements, the financial position, results of operations, and cash flows of Archway and JACAAB have been combined as of and for the years ended June 30, 2013, 2012 and 2011.

 

Although these entities do not, as a group, constitute a separate legal entity, the entities are related through common ownership.  All significant intercompany balances and transactions have been eliminated in combination.

 

Use of Estimates

 

The preparation of combined 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.

 

Cash and Cash Equivalents

 

The Company considers all liquid investments purchased with a maturity of three months or less to be cash equivalents.

 

The Company from time to time during the year may have bank balances in excess of insured limits.  Management has deemed this normal business risk.

 

Concentration of Credit Risk

 

The Company generates accounts receivable in the normal course of business.  The Company grants credit to customers throughout the United States of America and does not require collateral to secure the accounts receivable.  The majority of the Company’s accounts receivable is covered by credit insurance.

 

6



 

ARCHWAY SALES GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS

June 30, 2013, 2012, and 2011

 

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Receivables

 

Accounts receivable and commissions receivable are carried net of allowance for doubtful accounts.  The allowance for doubtful accounts is increased by provisions charged to expense and reduced by accounts charged off, net of recoveries.  The allowance is maintained at a level considered adequate to provide for potential account losses based on management’s evaluation of the anticipated impact on the balance of current economic conditions, changes in the character and size of the balance, past and expected future loss experience and other pertinent factors.

 

Changes in the allowance for doubtful accounts are as follows:

 

 

 

As of and for the Years Ended June 30,

 

 

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

Balance at Beginning of Year

 

$

125,000

 

$

125,000

 

$

75,000

 

Provision for Doubtful Accounts

 

29,268

 

55,652

 

164,678

 

Bad Debt Expense

 

(29,268

)

(55,652

)

(114,678

)

Balance at End of Year

 

$

125,000

 

$

125,000

 

$

125,000

 

 

Inventories

 

Inventories are stated at the lower of cost or market.  Cost is determined by the last-in, first-out (LIFO) method for 96%, 94% and 95% of inventories at June 30, 2013, 2012 and 2011, respectively.  The cost of the remaining inventories is on the first-in, first out (FIFO) method.

 

Property and Equipment

 

Property and equipment are recorded at cost less accumulated depreciation.  Depreciation is provided using straight-line and accelerated methods over the following estimated useful lives:

 

 

 

Years

 

 

 

 

 

Leasehold Improvements

 

Lease term

 

Furniture and Fixtures

 

7

 

Equipment and Automobiles

 

3 - 7

 

Computer, Hardware, Software and Telecommunications

 

3 - 7

 

 

Intangible Assets

 

Intangible assets consist of goodwill and acquired supplier representative agreements.  Management has determined, based on historical agreement renewals, that the supplier representation agreements do not have determinable lives and therefore will not be amortized.  At least annually, management reviews supplier representation agreements for impairment. Fair value of intangible assets is determined utilizing Level 3 fair value measurements.

 

7



 

ARCHWAY SALES GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS

June 30, 2013, 2012, and 2011

 

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Intangible Assets (Continued)

 

Goodwill, which is the excess of cost over the fair value of net assets (including identifiable intangibles) acquired in a business acquisition, is not amortized but rather tested at least annually for impairment or whenever events or changes in circumstances indicate that the carrying amount of the asset might not be fully recoverable.  Annually, the Company assesses qualitative factors to determine if it is more likely than not that goodwill is impaired.  If, based on qualitative factors, goodwill is more likely than not impaired, then the Company quantitatively determines the fair value of the reporting unit.  If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the fair value of goodwill is less than its carrying value.  Fair values for reporting units are determined based on discounted cash flows, market multiples or appraised values.

 

Asset Impairment Assessments

 

The Company reviews long-lived assets for impairment whenever events or circumstances indicate that the carrying value of such assets may not be fully recoverable.  Impairment is recognized to the extent that the sum of undiscounted estimated future cash flows expected to result from use of the assets is less than carrying value.  If impairment is recognized, the carrying value of the impaired asset is reduced to its fair value.

 

Checks Drawn in Excess of Bank Balances

 

Checks drawn in excess of bank balances represent checks disbursed by the Company which have not been presented to the bank for payment (banking system float).

 

Interest Rate Exchange Agreement

 

The Company had an interest rate exchange agreement that was not designated as a hedging instrument.  The agreement was extinguished during the year ended June 30, 2012.  The interest rate exchange agreement was reported at fair value and unrealized gains or losses were recorded as other income (expense).  Realized gains or losses were reported into income as interest expense as the settlement charges on the interest rate exchange agreement were paid or collected.

 

Fair Value Measurements

 

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  The Company determines the fair values of its financial instruments based on the fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

 

8



 

ARCHWAY SALES GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS

June 30, 2013, 2012, and 2011

 

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Fair Value Measurements (Continued)

 

Financial instruments are considered Level 1 when valuation can be based on quoted prices in active markets for identical assets or liabilities.  Level 2 financial instruments are valued using quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data of substantially the full term of the assets or liabilities.  Financial instruments are considered Level 3 when their values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable and when determination of the fair value requires significant management judgment or estimation.

 

Income Taxes

 

Archway accounts for income taxes using the asset and liability approach.  The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of the assets and liabilities.  Deferred income taxes are classified as current or noncurrent, depending on the classification of the assets and liabilities to which they relate.  Valuation allowances are established, if necessary, to reclassify the deferred tax asset to an account more likely than not to be realized.  Any interest and penalties related to income taxes are included in income tax expense.

 

JACAAB is a limited liability company and treated as a partnership under the Internal Revenue Code.  As a result, income of JACAAB is taxed to its members and no provision for income taxes has been recorded in the accompanying combined financial statements.

 

The Company’s income tax returns are subject to examination for the statutory period.

 

Revenue Recognition

 

Revenue is recorded at the time of passage of title, generally when products are shipped.  Commissions are earned generally at the date which the product is shipped.

 

Shipping and Handling Costs

 

The Company’s shipping costs are included in cost of sales.  Handling costs are included in selling, general, and administrative expenses.

 

Subsequent Events

 

The Company has performed a review of events subsequent to the balance sheet date through March 28, 2014, the date the combined financial statements were available to be issued.

 

9



 

ARCHWAY SALES GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS

June 30, 2013, 2012, and 2011

 

NOTE 2 — INVENTORIES

 

Inventories consist of the following:

 

 

 

June 30,

 

 

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

Finished Goods

 

$

14,016,142

 

$

13,124,513

 

$

15,452,786

 

Less Excess of Current Cost Over LIFO Cost

 

3,770,266

 

3,809,296

 

3,259,892

 

 

 

$

10,245,876

 

$

9,315,217

 

$

12,192,894

 

 

NOTE 3 — PROPERTY AND EQUIPMENT

 

Property and equipment consists of the following:

 

 

 

June 30,

 

 

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

Leasehold Improvements

 

$

934,279

 

$

836,800

 

$

795,711

 

Furniture and Fixtures

 

426,121

 

407,671

 

358,130

 

Equipment and Automobiles

 

496,837

 

498,717

 

396,411

 

Computer, Hardware, Software, and Telecommunications

 

1,988,916

 

1,570,317

 

1,556,177

 

 

 

3,846,153

 

3,313,505

 

3,106,429

 

Less Accumulated Depreciation

 

2,383,580

 

2,182,150

 

2,044,965

 

 

 

$

1,462,573

 

$

1,131,355

 

$

1,061,464

 

 

NOTE 4 — INTANGIBLE ASSETS

 

Intangible assets consist of the following:

 

 

 

June 30,

 

 

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

Acquired Supplier Agreements

 

$

1,181,000

 

$

1,456,000

 

$

1,700,000

 

Goodwill

 

9,330,468

 

9,330,468

 

9,330,468

 

 

 

$

10,511,468

 

$

10,786,468

 

$

11,030,468

 

 

During the years ended June 30, 2013 and 2012, as a result of no longer using certain suppliers, the Company determined that the estimated fair value of the acquired supplier agreements is less than its carrying amount and, accordingly, recognized an impairment loss of $275,000 and $244,000, respectively.  The fair value of the acquired supplier agreements was estimated based on the present value of expected future cash flows from the related agreements.  The impairment loss is included in other income (expense).

 

10



 

ARCHWAY SALES GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS

June 30, 2013, 2012, and 2011

 

NOTE 5 — NOTE PAYABLE TO BANK

 

In December 2012, Archway entered into a banking agreement which consists of a $20,000,000 Credit Facility with $30,000,000 in uncommitted Accordion Feature for a maximum borrowing of up to $50,000,000.  The Credit Facility is unsecured, until the Consolidated Senior Debt to EBITDA ratio exceeds 2:1 at which time all tangible and intangible property becomes collateral.  Archway could have borrowed up to $19,898,000 unsecured as of June 30, 2013.  The Credit Facility is not subject to a borrowing base.  As borrowing exceeds $20,000,000 per the Accordion Feature, the Credit Facility is then subject to a collateral provision on all tangible and intangible property and is subject to a borrowing base determined by a percentage of eligible accounts receivable and inventories.  The line of credit is subject to loan agreements which contain covenants and restrictions which, among other things, require Archway to meet certain financial criteria.  The note is due December 2015, with interest payable monthly at 30 day LIBOR plus an applicable margin based on the most recent quarterly senior leverage ratio.  The applicable margin ranges from 1.0% to 1.5%.  There is no outstanding balance at June 30, 2013.

 

At June 30, 2012, Archway had a note payable to bank that consisted of an uncollaterized $20,000,000 line of credit expiring November 2012, with interest payable monthly at 30 day LIBOR plus 1.95%.  The balance outstanding at June 30, 2012 was $2,070,219.  Maximum borrowings on the line of credit, including outstanding letters of credit, was subject to a borrowing base determined by a percentage of eligible accounts receivable and inventories.  The line of credit was subject to loan agreements which contained covenants and restrictions which, among other things, required Archway to meet certain financial criteria.

 

At June 30, 2011, Archway had a note payable to bank that consisted of a $20,000,000 line of credit expiring November 2012, with interest payable monthly at LIBOR plus 1.95%.  The balance outstanding at June 30, 2011 was $9,095,164 and was due on demand.  Maximum borrowings on the line of credit, including outstanding letters of credit, was subject to a borrowing base determined by a percentage of eligible accounts receivable and inventories.  The line of credit was secured by a security agreement and personal guarantee.

 

At June 30, 2012, JACAAB had a $1,000,000 revolving line of credit, expiring October 2012. Interest was payable at LIBOR plus 3.00% with a 4.00% floor. There was no outstanding balance at June 30, 2012.  This note was closed in May 2012.

 

At June 30, 2011, JACAAB had a $1,000,000 revolving line of credit, expiring October 2011. Interest was payable at LIBOR plus 3.00% with a 4.00% floor. There was no outstanding balance at June 30, 2011.

 

The 30 day LIBOR was 0.19%, 0.25%, and 0.19%, at June 30, 2013, 2012, 2011, respectively.

 

11



 

ARCHWAY SALES GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS

June 30, 2013, 2012, and 2011

 

NOTE 6 — LONG-TERM DEBT

 

Long-term debt consists of LIBOR plus 2.50% note payable to bank, due November 2015, payable in monthly installments ranging from $108,218 to $125,453 plus interest.  This note is personally guaranteed by the Company’s president up to $1 million, and secured by a consolidated security agreement on all Company receivables, inventories, and proceeds from disposition of property.  Collateral for this note may be released by the bank if certain financial performance criteria are met.  This note was subject to loan agreements which contain covenants and restrictions which, among other things, require the Company to meet certain financial criteria.  This note was paid during the year ended June 30, 2012.

 

NOTE 7 — DEFERRED COMPENSATION

 

The Company is the owner and beneficiary of life insurance policies on certain employees.  Upon retirement, certain employees are entitled to the cash surrender values of those policies.  The (income) expense of these policies was $4,635, $(33,591) and $5,441 for the years ended June 30, 2013, 2012 and 2011, respectively.  Total liability recorded for these policies at June 30, 2013, 2012 and 2011 was $127,025, $122,390 and $155,981, respectively.

 

NOTE 8 — INTEREST RATE EXCHANGE AGREEMENT

 

The Company entered into an interest rate exchange agreement with a bank during the year ended June 30, 2011.  During the year ended June 30, 2012, the agreement was mutually extinguished.  The intent of the interest rate exchange agreement was to convert variable rate debt to fixed rate debt.  The Company had agreed to pay any excess and the bank had agreed to pay any deficiency of the fixed rate over variable rate applied to the contract amount.  The interest rate exchange agreement terms were as follows:

 

Notional Amount

 

$6,350,692

Fixed Rate

 

1.25%

Variable Rate

 

1 Month LIBOR

Termination Date

 

November 22, 2015

 

The Company paid $53,706 and $41,428 for the years ended June 30, 2012 and 2011, respectively, in monthly settlement charges on the interest rate exchange agreement.  The fair value of the agreement was $27,522 at June 30, 2011 which was measured utilizing Level 2 significant other observable inputs.

 

12



 

ARCHWAY SALES GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS

June 30, 2013, 2012, and 2011

 

NOTE 9 — INCOME TAXES

 

Income tax expense consists of the following:

 

 

 

Years Ended June 30,

 

 

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

Current

 

$

3,413,019

 

$

3,340,637

 

$

3,581,854

 

Deferred

 

378,988

 

327,413

 

142,235

 

 

 

$

3,792,007

 

$

3,668,050

 

$

3,724,089

 

 

Reconciliation of income taxes computed at the federal statutory rate and the income tax expense is as follows:

 

 

 

Years Ended June 30,

 

 

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

Income Taxes at Statutory Rate

 

$

3,603,068

 

$

3,564,507

 

$

3,468,251

 

State Taxes, Net of Federal Tax Benefit

 

399,670

 

237,721

 

370,808

 

Nondeductible Meals and Entertainment Expense

 

82,198

 

124,297

 

103,093

 

Pass-Through Partnership Income

 

(341,540

)

(295,794

)

(243,500

)

Other

 

48,611

 

37,319

 

25,437

 

 

 

$

3,792,007

 

$

3,668,050

 

$

3,724,089

 

 

Deferred income taxes consisting of gross assets of $159,753 ($218,323 and $331,976 at June 30, 2012 and 2011, respectively) and gross liabilities of $1,041,255 ($720,837 and $507,077 at June 30, 2012 and 2011 respectively) are reflected in the financial statements as follows:

 

 

 

June 30,

 

 

 

2013

 

2012

 

2011

 

Current

 

 

 

 

 

 

 

Allowance for bad debt

 

$

48,750

 

$

48,750

 

$

48,750

 

Inventory capitalization

 

78,676

 

57,433

 

75,767

 

Accrued compensation

 

8,745

 

86,713

 

205,514

 

Prepaid expense

 

(95,345

)

(97,794

)

(85,923

)

Other

 

23,582

 

25,427

 

1,945

 

 

 

64,408

 

120,529

 

246,053

 

Long-Term

 

 

 

 

 

 

 

Depreciation

 

(372,838

)

(232,362

)

(224,955

)

Amortization

 

(573,072

)

(390,681

)

(196,199

)

 

 

(945,910

)

(623,043

)

(421,154

)

Deferred Income Taxes

 

$

(881,502

)

$

(502,514

)

$

(175,101

)

 

13



 

ARCHWAY SALES GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS

June 30, 2013, 2012, and 2011

 

NOTE 10 — OPERATING LEASES

 

In January 2013, the Company entered into new leases for certain office and warehouse facilities from entities owned by two of the principal beneficial owners of the Company under noncancelable operating leases expiring in 2018.  The Company generally pays for all utilities and insurance.  The leases are subject to escalation clauses based on the Consumer Price Index.

 

The Company also leases office and warehouse facilities under noncancelable operating leases from third parties which expire at various dates through 2018.  The Company pays for all utilities, insurance and real estate taxes.  Certain leases are subject to escalation clauses and annual adjustments based on the Consumer Price Index.

 

Total future minimum lease payments are as follows:

 

Year Ending

 

Related

 

 

 

 

 

June 30,

 

Parties

 

Third Party

 

Total

 

 

 

 

 

 

 

 

 

2014

 

$

486,960

 

$

221,880

 

$

708,840

 

2015

 

486,960

 

190,262

 

677,222

 

2016

 

486,960

 

152,227

 

639,187

 

2017

 

486,960

 

97,712

 

584,672

 

2018

 

486,960

 

79,796

 

566,756

 

Thereafter

 

243,480

 

 

243,480

 

 

 

$

2,678,280

 

$

741,877

 

$

3,420,157

 

 

Total rent expense was approximately $715,000, $720,000 and $650,000 for the years ended June 30, 2013, 2012 and 2011, respectively, of which, approximately $488,000, $478,000 and $471,000  was paid to related parties for the years ended June 30, 2013, 2012 and 2011 respectively.

 

NOTE 11 — EMPLOYEE BENEFIT PLANS

 

The Company has a profit sharing plan which includes a Section 401(k) Savings Plan which covers substantially all employees.  Contributions to the plan are at the discretion of the Company’s Board of Directors.  The cost of this plan was $672,401, $696,123 and $574,077 for the years ended June 30, 2013, 2012 and 2011, respectively.

 

14



 

ARCHWAY SALES GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS

June 30, 2013, 2012, and 2011

 

NOTE 12 — CASH FLOWS

 

Supplemental disclosures of cash flows information is as follows:

 

 

 

Years Ended June 30,

 

 

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

Interest Paid

 

$

43,577

 

$

382,750

 

$

264,057

 

Income Taxes Paid

 

$

2,703,417

 

$

3,844,962

 

$

3,798,104

 

Noncash Investing and Financing Activities

 

 

 

 

 

 

 

Purchase of DH Litter through issuance of long-term debt

 

$

 

$

 

$

7,000,000

 

 

NOTE 13 — ACQUISITION

 

In November 2010, the Company purchased substantially all of the assets of DH Litter.  The accompanying financial statements include DH Litter’s financial results from the date of acquisition.

 

The following table summarizes the estimated fair values of the net assets acquired at the date of acquisition:

 

Accounts Receivable

 

$

7,923,936

 

Commissions Receivable

 

26,088

 

Inventories

 

4,154,696

 

Prepaid Expenses and Other Assets

 

113,581

 

Property and Equipment

 

225,943

 

Supplier Representation Agreements

 

1,700,000

 

Goodwill

 

9,081,858

 

Accounts Payable

 

(2,938,049

)

Accrued Expenses

 

(45,546

)

Other Liabilities

 

(7,293

)

Long-Term Liabilities

 

(7,801

)

 

 

$

20,227,413

 

 

NOTE 14 — SUBSEQUENT EVENT

 

Subsequent to year end the Company has entered into definitive agreements to be acquired by an unrelated party.

 

15



 

INDEPENDENT AUDITOR’S REPORT

ON SUPPLEMENTARY INFORMATION

 

To the Board of Directors and Members

Archway Sales Group

 

We have audited the combined financial statements of Archway Sales Group as of and for the years ended June 30, 2013, 2012 and 2011, and our report thereon dated March 28, 2014, which expressed an unmodified opinion on those combined financial statements, appears on page 1.  Our audit was conducted for the purpose of forming an opinion on the combined financial statements as a whole.  The combining balance sheets and combining statements of income on pages 17 through 22 are presented for purposes of additional analysis of the combined financial statements rather than to present the financial position and results of operations of the individual companies, and is not a required part of the combined 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 combined financial statements.  The combining information has been subjected to the auditing procedures applied in the audit of the combined financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the combined financial statements or to the combined financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America.  In our opinion, the combining information is fairly stated in all material respects in relation to the combined financial statements as a whole.

 

/s/ UHY LLP

 

St. Louis, Missouri

March 28, 2014

 

16



 

ARCHWAY SALES GROUP

COMBINING BALANCE SHEET

June 30, 2013

 

 

 

Archway

 

 

 

 

 

 

 

 

 

Sales,

 

JACAAB,

 

 

 

Combined

 

 

 

Inc.

 

LLC

 

Eliminations

 

Total

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

2,657,664

 

$

256,272

 

$

 

$

2,913,936

 

Accounts receivable

 

20,454,584

 

965,939

 

(418,574

)

21,001,949

 

Commissions receivable

 

276,902

 

 

 

276,902

 

Inventories

 

9,880,975

 

364,901

 

 

10,245,876

 

Advances to officers and employees

 

44,000

 

 

 

44,000

 

Deferred income taxes

 

64,408

 

 

 

64,408

 

Refundable income taxes

 

92,273

 

 

 

92,273

 

Prepaid expenses and other assets

 

82,504

 

 

 

82,504

 

Total current assets

 

33,553,310

 

1,587,112

 

(418,574

)

34,721,848

 

 

 

 

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT

 

1,462,573

 

 

 

1,462,573

 

 

 

 

 

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

 

 

 

 

Intangible assets

 

10,511,468

 

 

 

10,511,468

 

Other

 

215,331

 

 

 

215,331

 

 

 

10,726,799

 

 

 

10,726,799

 

 

 

$

45,742,682

 

$

1,587,112

 

$

(418,574

)

$

46,911,220

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

9,412,671

 

$

681,659

 

$

(418,574

)

$

9,675,756

 

Accrued expenses

 

2,895,155

 

49,034

 

 

2,944,189

 

Total current liabilities

 

12,307,826

 

730,693

 

(418,574

)

12,619,945

 

 

 

 

 

 

 

 

 

 

 

LONG-TERM LIABILITIES

 

 

 

 

 

 

 

 

 

Deferred compensation

 

127,025

 

 

 

127,025

 

Deferred income taxes

 

945,910

 

 

 

945,910

 

 

 

1,072,935

 

 

 

1,072,935

 

EQUITY

 

 

 

 

 

 

 

 

 

Common stock - voting

 

15,500

 

 

 

15,500

 

Common stock - nonvoting

 

45,090

 

 

 

45,090

 

Additional paid-in capital

 

9,952

 

 

 

9,952

 

Retained earnings

 

32,713,926

 

 

 

32,713,926

 

Members’ equity

 

 

856,419

 

 

856,419

 

 

 

32,784,468

 

856,419

 

 

33,640,887

 

Treasury stock, at cost

 

(422,547

)

 

 

(422,547

)

 

 

32,361,921

 

856,419

 

 

33,218,340

 

 

 

$

45,742,682

 

$

1,587,112

 

$

(418,574

)

$

46,911,220

 

 

See independent auditor’s report on supplementary information.

 

17



 

 ARCHWAY SALES GROUP

COMBINING BALANCE SHEET

June 30, 2012

 

 

 

Archway

 

 

 

 

 

 

 

 

 

Sales,

 

JACAAB,

 

 

 

Combined

 

 

 

Inc.

 

LLC

 

Eliminations

 

Total

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,250

 

$

334,053

 

$

 

$

335,303

 

Accounts receivable

 

23,893,288

 

600,980

 

(374,880

)

24,119,388

 

Commissions receivable

 

275,723

 

 

 

275,723

 

Inventories

 

8,765,475

 

549,742

 

 

9,315,217

 

Advances to officers and employees

 

43,000

 

 

 

43,000

 

Deferred income taxes

 

120,529

 

 

 

120,529

 

Refundable income taxes

 

801,875

 

 

 

801,875

 

Prepaid expenses and other assets

 

138,517

 

 

 

138,517

 

Total current assets

 

34,039,657

 

1,484,775

 

(374,880

)

35,149,552

 

 

 

 

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT

 

1,131,355

 

 

 

1,131,355

 

 

 

 

 

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

 

 

 

 

Intangible assets

 

10,786,468

 

 

 

10,786,468

 

Other

 

281,955

 

 

 

281,955

 

 

 

11,068,423

 

 

 

11,068,423

 

 

 

$

46,239,435

 

$

1,484,775

 

$

(374,880

)

$

47,349,330

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

Checks drawn in excess of bank balances

 

$

346,808

 

$

 

$

 

$

346,808

 

Note payable to bank

 

2,070,219

 

 

 

2,070,219

 

Accounts payable

 

12,992,244

 

727,212

 

(374,880

)

13,344,576

 

Accrued expenses

 

3,523,533

 

45,672

 

 

3,569,205

 

Total current liabilities

 

18,932,804

 

772,884

 

(374,880

)

19,330,808

 

 

 

 

 

 

 

 

 

 

 

LONG-TERM LIABILITIES

 

 

 

 

 

 

 

 

 

Deferred compensation

 

122,390

 

 

 

122,390

 

Deferred income taxes

 

623,043

 

 

 

623,043

 

 

 

745,433

 

 

 

745,433

 

EQUITY

 

 

 

 

 

 

 

 

 

Common stock - voting

 

15,500

 

 

 

15,500

 

Common stock - nonvoting

 

45,090

 

 

 

45,090

 

Additional paid-in capital

 

9,952

 

 

 

9,952

 

Retained earnings

 

26,913,203

 

 

 

26,913,203

 

Members’ equity

 

 

711,891

 

 

711,891

 

 

 

26,983,745

 

711,891

 

 

27,695,636

 

Treasury stock, at cost

 

(422,547

)

 

 

(422,547

)

 

 

26,561,198

 

711,891

 

 

27,273,089

 

 

 

$

46,239,435

 

$

1,484,775

 

$

(374,880

)

$

47,349,330

 

 

See independent auditor’s report on supplementary information.

 

18



 

ARCHWAY SALES GROUP

COMBINING BALANCE SHEET

June 30, 2011

 

 

 

Archway

 

 

 

 

 

 

 

 

 

Sales,

 

JACAAB,

 

 

 

Combined

 

 

 

Inc.

 

LLC

 

Eliminations

 

Total

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

48,205

 

$

144,524

 

$

 

$

192,729

 

Accounts receivable

 

26,191,289

 

474,113

 

(277,392

)

26,388,010

 

Commissions receivable

 

298,126

 

 

 

298,126

 

Inventories

 

11,563,615

 

629,279

 

 

12,192,894

 

Advances to officers and employees

 

43,000

 

 

 

43,000

 

Deferred income taxes

 

246,053

 

 

 

246,053

 

Refundable income taxes

 

297,550

 

 

 

297,550

 

Prepaid expenses and other assets

 

481,964

 

 

 

481,964

 

Total current assets

 

39,169,802

 

1,247,916

 

(277,392

)

40,140,326

 

 

 

 

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT

 

1,061,464

 

 

 

1,061,464

 

 

 

 

 

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

 

 

 

 

Intangible assets

 

11,030,468

 

 

 

11,030,468

 

Other

 

256,712

 

 

 

256,712

 

 

 

11,287,180

 

 

 

11,287,180

 

 

 

$

51,518,446

 

$

1,247,916

 

$

(277,392

)

$

52,488,970

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

Checks drawn in excess of bank balances

 

$

3,231,410

 

$

 

$

 

$

3,231,410

 

Note payable to bank

 

9,095,164

 

 

 

9,095,164

 

Current portion of long-term debt

 

1,322,770

 

 

 

1,322,770

 

Accounts payable

 

8,421,709

 

615,298

 

(277,392

)

8,759,615

 

Accrued expenses

 

3,226,949

 

30,711

 

 

3,257,660

 

Total current liabilities

 

25,298,002

 

646,009

 

(277,392

)

25,666,619

 

 

 

 

 

 

 

 

 

 

 

LONG-TERM LIABILITIES

 

 

 

 

 

 

 

 

 

Long-term debt

 

5,027,922

 

 

 

5,027,922

 

Deferred compensation

 

155,981

 

 

 

155,981

 

Deferred income taxes

 

421,154

 

 

 

421,154

 

 

 

5,605,057

 

 

 

5,605,057

 

EQUITY

 

 

 

 

 

 

 

 

 

Common stock - voting

 

15,500

 

 

 

15,500

 

Common stock - nonvoting

 

45,090

 

 

 

45,090

 

Additional paid-in capital

 

9,952

 

 

 

9,952

 

Retained earnings

 

20,967,392

 

 

 

20,967,392

 

Members’ equity

 

 

601,907

 

 

601,907

 

 

 

21,037,934

 

601,907

 

 

21,639,841

 

Treasury stock, at cost

 

(422,547

)

 

 

(422,547

)

 

 

20,615,387

 

601,907

 

 

21,217,294

 

 

 

$

51,518,446

 

$

1,247,916

 

$

(277,392

)

$

52,488,970

 

 

See independent auditor’s report on supplementary information.

 

19



 

ARCHWAY SALES GROUP

COMBINING STATEMENT OF INCOME

Year Ended June 30, 2013

 

 

 

Archway

 

 

 

 

 

 

 

 

 

Sales,

 

JACAAB,

 

 

 

Combined

 

 

 

Inc.

 

LLC

 

Eliminations

 

Total

 

 

 

 

 

 

 

 

 

 

 

WAREHOUSE SALES

 

$

130,575,220

 

$

8,553,310

 

$

(4,878,787

)

$

134,249,743

 

DIRECT SALES

 

62,801,803

 

33,795

 

 

62,835,598

 

 

 

193,377,023

 

8,587,105

 

(4,878,787

)

197,085,341

 

COST OF SALES

 

165,925,812

 

7,260,090

 

(4,878,787

)

168,307,115

 

GROSS MARGIN

 

27,451,211

 

1,327,015

 

 

28,778,226

 

COMMISSION INCOME

 

1,418,756

 

 

 

1,418,756

 

 

 

28,869,967

 

1,327,015

 

 

30,196,982

 

SELLING AND ADMINISTRATIVE EXPENSES

 

20,283,621

 

321,587

 

 

20,605,208

 

 

 

8,586,346

 

1,005,428

 

 

9,591,774

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

Discount income

 

1,150,602

 

 

 

1,150,602

 

Interest expense

 

(40,074

)

 

 

(40,074

)

Impairment of intangible assets

 

(275,000

)

 

 

(275,000

)

Other income (expense)

 

170,856

 

(900

)

 

169,956

 

 

 

1,006,384

 

(900

)

 

1,005,484

 

INCOME BEFORE INCOME TAXES

 

9,592,730

 

1,004,528

 

 

10,597,258

 

INCOME TAX EXPENSE

 

3,792,007

 

 

 

3,792,007

 

NET INCOME

 

$

5,800,723

 

$

1,004,528

 

$

 

$

6,805,251

 

 

See independent auditor’s report on supplementary information.

 

20



 

ARCHWAY SALES GROUP

COMBINING STATEMENT OF INCOME

Year Ended June 30, 2012

 

 

 

Archway

 

 

 

 

 

 

 

 

 

Sales,

 

JACAAB,

 

 

 

Combined

 

 

 

Inc.

 

LLC

 

Eliminations

 

Total

 

 

 

 

 

 

 

 

 

 

 

WAREHOUSE SALES

 

$

144,652,115

 

$

8,233,078

 

$

(5,033,912

)

$

147,851,281

 

DIRECT SALES

 

58,012,556

 

22,964

 

 

58,035,520

 

 

 

202,664,671

 

8,256,042

 

(5,033,912

)

205,886,801

 

COST OF SALES

 

174,393,890

 

7,102,840

 

(5,033,912

)

176,462,818

 

GROSS MARGIN

 

28,270,781

 

1,153,202

 

 

29,423,983

 

COMMISSION INCOME

 

1,642,017

 

 

 

1,642,017

 

 

 

29,912,798

 

1,153,202

 

 

31,066,000

 

SELLING AND ADMINISTRATIVE EXPENSES

 

20,619,904

 

282,955

 

 

20,902,859

 

 

 

9,292,894

 

870,247

 

 

10,163,141

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

Discount income

 

925,661

 

 

 

925,661

 

Interest expense

 

(347,371

)

 

 

(347,371

)

Impairment of intangible assets

 

(244,000

)

 

 

(244,000

)

Other income (expense)

 

(13,323

)

(263

)

 

(13,586

)

 

 

320,967

 

(263

)

 

320,704

 

INCOME BEFORE INCOME TAXES

 

9,613,861

 

869,984

 

 

10,483,845

 

INCOME TAX EXPENSE

 

3,668,050

 

 

 

3,668,050

 

NET INCOME

 

$

5,945,811

 

$

869,984

 

$

 

$

6,815,795

 

 

See independent auditor’s report on supplementary information.

 

21



 

ARCHWAY SALES GROUP

COMBINING STATEMENT OF INCOME

Year Ended June 30, 2011

 

 

 

Archway

 

 

 

 

 

 

 

 

 

Sales,

 

JACAAB,

 

 

 

Combined

 

 

 

Inc.

 

LLC

 

Eliminations

 

Total

 

 

 

 

 

 

 

 

 

 

 

WAREHOUSE SALES

 

$

129,634,365

 

$

7,180,342

 

$

(4,525,542

)

$

132,289,165

 

DIRECT SALES

 

55,110,799

 

21,702

 

 

55,132,501

 

 

 

184,745,164

 

7,202,044

 

(4,525,542

)

187,421,666

 

COST OF SALES

 

159,156,459

 

6,261,661

 

(4,525,542

)

160,892,578

 

GROSS MARGIN

 

25,588,705

 

940,383

 

 

26,529,088

 

COMMISSION INCOME

 

1,663,237

 

 

 

1,663,237

 

 

 

27,251,942

 

940,383

 

 

28,192,325

 

SELLING AND ADMINISTRATIVE EXPENSES

 

18,332,960

 

223,783

 

 

18,556,743

 

 

 

8,918,982

 

716,600

 

 

9,635,582

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

Discount income

 

966,533

 

 

 

966,533

 

Interest expense

 

(302,445

)

 

 

(302,445

)

Impairment of intangible assets

 

 

 

 

 

Other income (expense)

 

(98,508

)

(425

)

 

(98,933

)

 

 

565,580

 

(425

)

 

565,155

 

INCOME BEFORE INCOME TAXES

 

9,484,562

 

716,175

 

 

10,200,737

 

INCOME TAX EXPENSE

 

3,724,089

 

 

 

3,724,089

 

NET INCOME

 

$

5,760,473

 

$

716,175

 

$

 

$

6,476,648

 

 

See independent auditor’s report on supplementary information.

 

22