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EX-99.1 - EX-99.1 - Nexeo Solutions Holdings, LLCa14-15272_1ex99d1.htm
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8-K/A - 8-K/A - Nexeo Solutions Holdings, LLCa14-15272_18ka.htm

Exhibit 99.2

 

ARCHWAY SALES GROUP

 

REVIEWED COMBINED FINANCIAL STATEMENTS

 

Nine Months Ended March 31, 2014

 

AND

 

REVIEWED COMBINED STATEMENTS OF OPERATIONS,

CHANGES IN EQUITY AND CASH FLOWS

 

Nine Months Ended March 31, 2013

 

AND

 

AUDITED COMBINED BALANCE SHEET

 

As of June 30, 2013

 



 

ARCHWAY SALES GROUP

 

TABLE OF CONTENTS

 

 

Page

 

 

Independent Auditor’s Review Report

1

 

 

Combined Financial Statements

 

Balance Sheets

2

Statements of Operations

3

Statements of Changes in Equity

4

Statements of Cash Flows

5

Notes to Financial Statements

6

 



 

INDEPENDENT AUDITOR’S REVIEW REPORT

 

To the Board of Directors and Members

Archway Sales Group

 

We have reviewed the combined financial statements of Archway Sales Group, which comprise the combined balance sheet as of March 31, 2014 and the combined statements of operations, changes in equity, and cash flows for the nine months ended March 31, 2014 and 2013 and the related notes to the combined financial statements.

 

Management’s Responsibility for the Combined Financial Statements

 

The Company’s 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 responsibility includes the design, implementation, and maintenance of internal control sufficient to provide a reasonable basis for the preparation and fair presentation of interim financial information in accordance with accounting principles generally accepted in the United States of America.

 

Auditor’s Responsibility

 

Our responsibility is to conduct our reviews in accordance with auditing standards generally accepted in the United States of America applicable to reviews of interim financial information.  A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial information as a whole.  Accordingly, we do not express such an opinion.

 

Conclusion

 

Based on our review, we are not aware of any material modifications that should be made to the interim combined financial statements referred to above for them to be in accordance with accounting principles generally accepted in the United States of America.

 

Report on Combined Balance Sheet as of June 30, 2013

 

We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the combined balance sheet of Archway Sales Group as of June 30, 2013, and the related combined statement of income, statement of equity, and cash flows for the year then ended (not presented herein); and we expressed an unmodified audit opinion on those audited combined financial statements in our report dated March 28, 2014.  In our opinion, the accompanying combined balance sheet of Archway Sales Group as of June 30, 2013, is consistent, in all material respects, with the audited combined financial statements from which it has been derived.

 

/s/ UHY LLP

 

 

 

St. Louis, Missouri

 

June 5, 2014

 

 

1



 

ARCHWAY SALES GROUP

COMBINED BALANCE SHEETS

 

 

 

March 31,

 

June 30,

 

 

 

2014

 

2013

 

 

 

(Reviewed)

 

(Audited)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

11,719,094

 

$

2,913,936

 

Accounts receivable

 

21,059,527

 

21,001,949

 

Commissions receivable

 

254,637

 

276,902

 

Inventories

 

11,583,831

 

10,245,876

 

Advances to officers and employees

 

45,000

 

44,000

 

Deferred income taxes

 

57,987

 

64,408

 

Refundable income taxes

 

 

92,273

 

Prepaid expenses and other assets

 

265,084

 

82,504

 

Total current assets

 

44,985,160

 

34,721,848

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT

 

1,348,735

 

1,462,573

 

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

Intangible assets

 

10,488,468

 

10,511,468

 

Other

 

51,239

 

215,331

 

 

 

10,539,707

 

10,726,799

 

 

 

$

56,873,602

 

$

46,911,220

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Note payable to bank

 

$

10,000,000

 

$

 

Accounts payable

 

7,850,751

 

9,675,756

 

Accrued expenses

 

426,609

 

2,944,189

 

Income taxes payable

 

785,051

 

 

Total current liabilities

 

19,062,411

 

12,619,945

 

 

 

 

 

 

 

LONG-TERM LIABILITIES

 

 

 

 

 

Deferred compensation

 

 

127,025

 

Deferred income taxes

 

1,055,067

 

945,910

 

 

 

1,055,067

 

1,072,935

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

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

 

15,500

 

15,500

 

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

 

45,090

 

45,090

 

Additional paid-in capital

 

9,952

 

9,952

 

Retained earnings

 

36,493,737

 

32,713,926

 

Members’ equity

 

614,392

 

856,419

 

 

 

37,178,671

 

33,640,887

 

Treasury stock, at cost - 1,049 voting shares

 

(422,547

)

(422,547

)

 

 

36,756,124

 

33,218,340

 

 

 

$

56,873,602

 

$

46,911,220

 

 

See notes to combined financial statements.

 

2



 

ARCHWAY SALES GROUP

COMBINED STATEMENTS OF OPERATIONS

 

 

 

Nine Months Ended March 31,

 

 

 

2014

 

 

 

2013

 

 

 

 

 

(Reviewed)

 

%

 

(Reviewed)

 

%

 

 

 

 

 

 

 

 

 

 

 

WAREHOUSE SALES

 

$

95,202,122

 

71.6

%

$

101,977,698

 

69.0

%

DIRECT SALES

 

37,725,481

 

28.4

 

45,812,112

 

31.0

 

 

 

132,927,603

 

100.0

 

147,789,810

 

100.0

 

COST OF SALES

 

112,497,106

 

84.6

 

126,128,441

 

85.3

 

GROSS MARGIN

 

20,430,497

 

15.4

 

21,661,369

 

14.7

 

COMMISSION INCOME

 

844,390

 

0.6

 

1,072,541

 

0.7

 

 

 

21,274,887

 

16.0

 

22,733,910

 

15.4

 

SELLING AND ADMINISTRATIVE EXPENSES

 

15,075,025

 

11.3

 

14,588,213

 

9.9

 

 

 

6,199,862

 

4.7

 

8,145,697

 

5.5

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

Discount income

 

871,297

 

0.6

 

817,175

 

0.6

 

Interest expense

 

(20

)

 

(39,595

)

 

Impairment of intangible assets

 

(23,000

)

 

(275,000

)

(0.2

)

Other income (expense)

 

(105,314

)

(0.1

)

159,772

 

0.1

 

 

 

742,963

 

0.5

 

662,352

 

0.5

 

INCOME BEFORE INCOME TAXES

 

6,942,825

 

5.2

 

8,808,049

 

6.0

 

INCOME TAX EXPENSE

 

2,585,041

 

1.9

 

3,034,005

 

2.1

 

NET INCOME

 

$

4,357,784

 

3.3

%

$

5,774,044

 

3.9

%

 

See notes to combined financial statements.

 

3



 

ARCHWAY SALES GROUP

COMBINED STATEMENTS OF CHANGES IN EQUITY

Nine Months Ended March 31, 2014 and 2013 (Reviewed)

 

 

 

 

 

 

 

 

 

 

 

 

 

JACAAB,

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

LLC

 

 

 

Combined

 

 

 

Common Stock

 

 

 

Paid-In

 

Retained

 

Members’

 

Treasury

 

Stockholders’

 

 

 

Voting

 

Nonvoting

 

Total

 

Capital

 

Earnings

 

Equity

 

Stock

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE AT JULY 1, 2012

 

$

15,500

 

$

45,090

 

$

60,590

 

$

9,952

 

$

26,913,203

 

$

711,891

 

$

(422,547

)

$

27,273,089

 

LLC DISTRIBUTIONS

 

 

 

 

 

 

(700,000

)

 

(700,000

)

NET INCOME

 

 

 

 

 

5,076,878

 

697,166

 

 

5,774,044

 

BALANCE AT MARCH 31, 2013

 

$

15,500

 

$

45,090

 

$

60,590

 

$

9,952

 

$

31,990,081

 

$

709,057

 

$

(422,547

)

$

32,347,133

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE AT JULY 1, 2013

 

$

15,500

 

$

45,090

 

$

60,590

 

$

9,952

 

$

32,713,926

 

$

856,419

 

$

(422,547

)

$

33,218,340

 

LLC DISTRIBUTIONS

 

 

 

 

 

 

(820,000

)

 

(820,000

)

NET INCOME

 

 

 

 

 

3,779,811

 

577,973

 

 

4,357,784

 

BALANCE AT MARCH 31, 2014

 

$

15,500

 

$

45,090

 

$

60,590

 

$

9,952

 

$

36,493,737

 

$

614,392

 

$

(422,547

)

$

36,756,124

 

 

See notes to combined financial statements.

 

4



 

ARCHWAY SALES GROUP

COMBINED STATEMENTS OF CASH FLOWS

 

 

 

Nine Months Ended March 31,

 

 

 

2014

 

2013

 

 

 

(Reviewed)

 

(Reviewed)

 

OPERATING ACTIVITIES

 

 

 

 

 

Net income

 

$

4,357,784

 

$

5,774,044

 

Adjustments to reconcile net income to net cash provided (used) by operating activities

 

 

 

 

 

Depreciation

 

265,092

 

237,149

 

Impairment of intangible assets

 

23,000

 

275,000

 

Loss on sale of property and equipment

 

69,569

 

50,046

 

Deferred income tax expense

 

115,578

 

161,909

 

Changes in

 

 

 

 

 

Receivables

 

(35,313

)

1,039,980

 

Inventories

 

(1,337,955

)

786,242

 

Advances to officers and employees

 

(1,000

)

1,000

 

Refundable income taxes

 

92,273

 

596,545

 

Prepaid expenses and other current assets

 

(182,580

)

(111,078

)

Other assets

 

164,092

 

71,259

 

Checks drawn in excess of bank balances

 

 

849,399

 

Accounts payable

 

(1,825,005

)

(5,767,268

)

Income taxes payable

 

785,051

 

 

Accrued expenses

 

(2,644,605

)

(1,610,651

)

Net cash provided (used) by operating activities

 

(154,019

)

2,353,576

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

Purchase of property and equipment

 

(231,023

)

(400,424

)

Proceeds from sale of property and equipment

 

10,200

 

 

Net cash used by investing activities

 

(220,823

)

(400,424

)

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

Net advances (repayments) on note payable to bank

 

10,000,000

 

(1,050,435

)

JACAAB distributions

 

(820,000

)

(700,000

)

Net cash provided (used) by financing activities

 

9,180,000

 

(1,750,435

)

 

 

 

 

 

 

NET INCREASE IN CASH AND CASH EQUIVALENTS

 

8,805,158

 

202,717

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, Beginning

 

2,913,936

 

335,303

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, Ending

 

$

11,719,094

 

$

538,020

 

 

See notes to combined financial statements.

 

5



 

ARCHWAY SALES GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS

March 31, 2014 (Reviewed) and March 31, 2013 (Reviewed) and June 30, 2013 (Audited)

 

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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

 

Basis of Presentation

 

The combined financial statements consist of the combined balance sheet as of March 31, 2014, the combined statements of operations, changes in equity, and cash flows for the nine months ended March 31, 2014 and 2013, and the combined balance sheet as of June 30, 2013.

 

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.

 

The Company was acquired by a subsidiary of Nexeo Solutions Holdings, LLC (Nexeo Solutions).  Nexeo Solutions completed the transaction on April 1, 2014.

 

Principles of Combination

 

The combined financial statements of Archway Sales Group include the accounts of Archway and JACAAB.

 

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.

 

6



 

ARCHWAY SALES GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS

March 31, 2014 (Reviewed) and March 31, 2013 (Reviewed) and June 30, 2013 (Audited)

 

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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.

 

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

 

 

 

As of and for the

 

and for the

 

 

 

Nine Months

 

Twelve Months

 

 

 

Ended

 

Ended

 

 

 

March 31,

 

March 31,

 

June 30,

 

 

 

2014

 

2013

 

2013

 

 

 

 

 

 

 

 

 

Balance at Beginning of Period

 

$

125,000

 

$

125,000

 

$

125,000

 

Provision for Doubtful Accounts

 

(88,764

)

42,898

 

29,268

 

Bad Debt (Expense) Recovery

 

4,900

 

(21,951

)

(29,268

)

Balance at End of Period

 

$

41,136

 

$

145,947

 

$

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% of inventories at March 31, 2014 and June 30, 2013, 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

 

 

7



 

ARCHWAY SALES GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS

March 31, 2014 (Reviewed) and March 31, 2013 (Reviewed) and June 30, 2013 (Audited)

 

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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.

 

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.

 

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.

 

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.

 

8



 

ARCHWAY SALES GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS

March 31, 2014 (Reviewed) and March 31, 2013 (Reviewed) and June 30, 2013 (Audited)

 

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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 combined balance sheet date through June 5, 2014, the date the combined financial statements were available to be issued.

 

NOTE 2 — INVENTORIES

 

Inventories consist of the following:

 

 

 

March 31,

 

June 30,

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Finished Goods

 

$

15,338,968

 

$

14,016,142

 

Less Excess of Current Cost Over LIFO Cost

 

3,755,137

 

3,770,266

 

 

 

$

11,583,831

 

$

10,245,876

 

 

9



 

ARCHWAY SALES GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS

March 31, 2014 (Reviewed) and March 31, 2013 (Reviewed) and June 30, 2013 (Audited)

 

NOTE 3 — PROPERTY AND EQUIPMENT

 

Property and equipment consists of the following:

 

 

 

March 31,

 

June 30,

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Leasehold Improvements

 

$

1,013,384

 

$

934,279

 

Furniture and Fixtures

 

345,632

 

426,121

 

Equipment and Automobiles

 

358,289

 

496,837

 

Computer, Hardware, Software, and Telecommunications

 

1,605,837

 

1,988,916

 

 

 

3,323,142

 

3,846,153

 

Less Accumulated Depreciation

 

1,974,407

 

2,383,580

 

 

 

$

1,348,735

 

$

1,462,573

 

 

NOTE 4 — INTANGIBLE ASSETS

 

Intangible assets consist of the following:

 

 

 

March 31,

 

June 30,

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Acquired Supplier Agreements

 

$

1,158,000

 

$

1,181,000

 

Goodwill

 

9,330,468

 

9,330,468

 

 

 

$

10,488,468

 

$

10,511,468

 

 

During the nine months ended March 31, 2014 and 2013, 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 $23,000 and $275,000, 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).

 

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.  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 Company had borrowings of $10,000,000 and $-0- as of the periods ended March 31, 2014 and June 30, 2013, respectively.

 

10



 

ARCHWAY SALES GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS

March 31, 2014 (Reviewed) and March 31, 2013 (Reviewed) and June 30, 2013 (Audited)

 

NOTE 5 — NOTE PAYABLE TO BANK (Continued)

 

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%.

 

The 30 day LIBOR was 0.15% and 0.19% at March 31, 2014 and June 30, 2013, respectively.

 

NOTE 6 — DEFERRED COMPENSATION

 

At June 30, 2013, the Company was the owner and beneficiary of life insurance policies on certain employees.  Upon retirement, certain employees were entitled to the cash surrender values of those policies.  During the nine months ended March 31, 2014, the Company satisfied their deferred compensation obligation through the transfer of these policies from the Company to the insured employees.  Total liability recorded for the deferred compensation at March 31, 2014 and June 30, 2013 was $-0- and $127,025, respectively.

 

NOTE 7 — INCOME TAXES

 

Income tax expense (benefit) consists of the following:

 

 

 

Nine Months Ended March 31,

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Current

 

$

2,469,463

 

$

2,872,096

 

Deferred

 

115,578

 

161,909

 

 

 

$

2,585,041

 

$

3,034,005

 

 

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

 

 

 

Nine Months Ended March 31,

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Income Taxes at Statutory Rate

 

$

2,360,561

 

$

2,994,737

 

State Taxes, Net of Federal Tax Benefit

 

212,884

 

329,277

 

Nondeductible Meals and Entertainment Expense

 

60,972

 

60,009

 

Pass-Through Partnership Income

 

(196,511

)

(237,036

)

Other

 

147,135

 

(112,982

)

 

 

$

2,585,041

 

$

3,034,005

 

 

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ARCHWAY SALES GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS

March 31, 2014 (Reviewed) and March 31, 2013 (Reviewed) and June 30, 2013 (Audited)

 

NOTE 7 — INCOME TAXES (Continued)

 

Deferred income taxes consisting of gross assets of $111,810 ($159,753 at June 30, 2013) and gross liabilities of $1,108,890 ($1,041,255 at June 30, 2013) are reflected in the combined financial statements as follows:

 

 

 

March 31,

 

June 30,

 

 

 

2014

 

2013

 

Current

 

 

 

 

 

Allowance for bad debt

 

$

15,344

 

$

48,750

 

Inventory capitalization

 

75,246

 

78,676

 

Accrued compensation

 

 

8,745

 

Prepaid expense

 

(53,823

)

(95,345

)

Other

 

21,220

 

23,582

 

 

 

57,987

 

64,408

 

Long-Term

 

 

 

 

 

Depreciation

 

(307,792

)

(372,838

)

Amortization

 

(747,275

)

(573,072

)

 

 

(1,055,067

)

(945,910

)

Deferred Income Taxes

 

$

(997,080

)

$

(881,502

)

 

NOTE 8 — 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

 

 

 

 

 

 

 

June 30,

 

Related Parties

 

Third Party

 

Total

 

 

 

 

 

 

 

 

 

2014

 

$

121,740

 

$

55,470

 

$

177,210

 

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

 

 

 

$

2,313,060

 

$

575,467

 

$

2,888,527

 

 

12



 

ARCHWAY SALES GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS

March 31, 2014 (Reviewed) and March 31, 2013 (Reviewed) and June 30, 2013 (Audited)

 

NOTE 8 — OPERATING LEASES (Continued)

 

Total rent expense was approximately $582,000 and $535,000 for the periods ended March 31, 2014 and 2013, respectively, of which approximately $365,000 and $360,315 was paid to related parties for the periods ended March 31, 2014 and 2013, respectively.

 

NOTE 9 — 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 $564,414 and $508,555 for the nine months ended March 31, 2014 and 2013, respectively.

 

NOTE 10 — CASH FLOWS

 

Supplemental disclosures of cash flows information is as follows:

 

 

 

Nine Months Ended March 31,

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Interest Paid

 

$

20

 

$

42,693

 

Income Taxes Paid

 

$

1,592,139

 

$

2,275,551

 

Noncash Financing Activities

 

 

 

 

 

Other assets distributed for deferred compensation obligation

 

$

127,025

 

$

 

 

NOTE 11 — SUBSEQUENT EVENTS

 

In April 2014, the Company was acquired by a subsidiary of Nexeo Solutions.

 

In April 2014, the Company paid employee bonuses of approximately $10.1 million that were contingent on the Company being acquired by Nexeo Solutions.  In addition, the Company paid incurred transaction fees of $2.0 million that were contingent on the sale.

 

13