EXHIBIT 99.3
Published on
Exhibit 99.3
CHAPEL STEEL CORP. AND AFFILIATES
June 30, 2005
CONTENTS
INDEPENDENT AUDITORS’ REPORT |
1-2 | |||
FINANCIAL STATEMENTS |
||||
Consolidated Balance Sheet |
3 | |||
Consolidated Statement of Operations |
4 | |||
Consolidated Statement of Changes in Shareholders’ Equity, Members’ Equity and Partners’ Capital
(Deficit) |
5-6 | |||
Consolidated Statement of Cash Flows |
7 | |||
Notes to Consolidated Financial Statements |
8-17 | |||
SUPPLEMENTARY INFORMATION |
||||
Schedule I — Consolidating Balance Sheet |
18-19 | |||
Schedule II — Consolidating Schedule of Operations |
20-21 | |||
Independent Auditors’ Report
The Board of Directors
Chapel Steel Corp. and Affiliates
Spring House, Pennsylvania
Chapel Steel Corp. and Affiliates
Spring House, Pennsylvania
We have audited the accompanying consolidated balance sheet of Chapel Steel Corp. and
Affiliates as of June 30, 2005, and the related consolidated statements of
operations, changes in shareholders’ equity, members’ equity and partners’ capital
(deficit), and cash flows for the six months ended June 30, 2005. These financial
statements are the responsibility of Chapel Steel Corp. and Affiliates’ management.
Our responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with auditing standards generally accepted in
the United States of America. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We
believe our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Chapel Steel Corp. and
Affiliates as of June 30, 2005, and the results of their operations and their cash
flows for the six months then ended in conformity with accounting principles
generally accepted in the United States of America.
As described in Note 2 to the consolidated financial statements, Chapel Steel Corp.
leases certain warehousing and fabrication facilities from entities that are subject
to the provisions of Interpretation No. 46R (FIN 46R), Consolidation of Variable
Interest Entities, issued by the Financial Accounting Standards Board. Chapel Steel
Corp. adopted the provisions of FIN 46R for these variable interest entities on
January 1, 2005, the effect of which is shown as a cumulative effect of a change in
accounting principle in the accompanying consolidated financial statements. Chapel
Steel Corp. also leases its corporate offices from an entity that is subject to the
provisions of FIN 46R. Chapel Steel Corp. adopted FIN 46R related to this entity
during 2004, the year in which the entity was formed.
In addition, as described in Note 11 to the consolidated financial statements, all of
the outstanding common stock of Chapel Steel Corp. was sold to an unrelated company
on July 1, 2005.
Our audit was made for the purpose of forming an opinion on the basic consolidated financial
statements taken as a whole. The consolidating information is presented for purposes of additional
analysis of the basic consolidated financial statements rather than to present the financial
position and results of operations of the individual companies. The consolidating information has
been subjected to the auditing procedures applied in the audit of the basic consolidated financial
statements and, in our opinion, is fairly stated in all material respects in relation to the basic
consolidated financial statements taken as a whole.
/s/
Kreischer Miller
Horsham,
Pennsylvania
August 5, 2005
August 5, 2005
-2-
CHAPEL STEEL CORP. AND AFFILIATES
Consolidated Balance Sheet
June 30, 2005
June 30, 2005
ASSETS |
||||
Current assets: |
||||
Cash and cash equivalents |
$ | 588,719 | ||
Accounts receivable, trade, net of allowance for doubtful
accounts of $557,000 |
24,549,529 | |||
Inventories, net of reserves of $2,220,000 |
26,261,258 | |||
Prepaid expenses and other current assets |
605,370 | |||
Total current assets |
52,004,876 | |||
Property, plant and equipment, net |
11,485,708 | |||
Other assets, net |
302,345 | |||
| $ | 63,792,929 | |||
LIABILITIES AND SHAREHOLDERS’ EQUITY, MEMBERS’ EQUITY AND PARTNERS’ CAPITAL |
||||
Current liabilities: |
||||
Line of credit |
$ | 16,770,156 | ||
Mortgages payable |
224,052 | |||
Bonds payable |
600,000 | |||
Loan from partner |
150,818 | |||
Accounts payable |
15,622,118 | |||
Accrued expenses |
1,528,313 | |||
Customer deposits |
593,804 | |||
Total current liabilities |
35,489,261 | |||
Mortgages payable, net of current portion |
3,051,900 | |||
Bonds payable, net of current portion |
2,830,000 | |||
Loan from partner, net of current portion |
1,700,280 | |||
| 43,071,441 | ||||
Shareholders’ equity, Members’ equity and Partners’ capital: |
||||
Common stock, par value $1 per share; 100,000 shares authorized, 1,097
shares issued and 597 shares outstanding |
597 | |||
Additional paid-in capital |
207,247 | |||
Treasury stock, 500 shares, at cost |
(120,900 | ) | ||
Retained earnings |
19,270,710 | |||
Members’ equity |
802,143 | |||
Partners’ capital |
561,691 | |||
| 20,721,488 | ||||
| $ | 63,792,929 | |||
See accompanying notes to consolidated financial statements.
-3-
CHAPEL STEEL CORP. AND AFFILIATES
Consolidated Statement of Operations
Six Months Ended June 30, 2005
Six Months Ended June 30, 2005
Revenues, net |
$ | 136,952,745 | 100.0 | % | ||||
Cost of goods sold |
110,197,436 | 80.5 | ||||||
Gross margin |
26,755,309 | 19.5 | ||||||
Operating expenses (gains): |
||||||||
Selling, general and administrative |
9,498,468 | 6.9 | ||||||
Warehousing |
2,387,432 | 1.7 | ||||||
Compensation programs related to sale |
20,887,000 | 15.3 | ||||||
Interest |
330,261 | 0.2 | ||||||
Gain on sale of property |
(320,000 | ) | (0.2 | ) | ||||
| 32,783,161 | 23.9 | |||||||
Net loss |
$ | (6,027,852 | ) | (4.4) | % | |||
See accompanying notes to consolidated financial statements.
-4-
CHAPEL STEEL CORP. AND AFFILIATES
Consolidated Statement of Changes in Shareholders’ Equity, Members’ Equity and Partners’ Capital (Deficit)
Six Months Ended June 30, 2005
Six Months Ended June 30, 2005
| Additional | ||||||||||||
| Common | Paid-In | Treasury | ||||||||||
| Stock | Capital | Stock | ||||||||||
Balance, December 31, 2004 |
$ | 597 | $ | 207,247 | $ | (120,900 | ) | |||||
Cumulative effect of change in accounting
principle due to application of FIN 46R |
— | — | — | |||||||||
Balance, December 31, 2004,
as adjusted |
597 | 207,247 | (120,900 | ) | ||||||||
Net income (loss) |
— | — | — | |||||||||
Distributions |
— | — | — | |||||||||
Balance, June 30, 2005 |
$ | 597 | $ | 207,247 | $ | (120,900 | ) | |||||
See accompanying notes to consolidated financial statements.
-5-
| Partners’ | ||||||||||||||||
| Retained | Members’ | Capital | ||||||||||||||
| Earnings | Equity | (Deficit) | Total | |||||||||||||
| $ | 29,482,157 | $ | — | $ | (16,125 | ) | $ | 29,552,976 | ||||||||
| 637,271 | 629,910 | 214,946 | 1,482,127 | |||||||||||||
| 30,119,428 | 629,910 | 198,821 | 31,035,103 | |||||||||||||
| (6,576,935 | ) | 185,013 | 364,070 | (6,027,852 | ) | |||||||||||
| (4,271,783 | ) | (12,780 | ) | (1,200 | ) | (4,285,763 | ) | |||||||||
| $ | 19,270,710 | $ | 802,143 | $ | 561,691 | $ | 20,721,488 | |||||||||
CHAPEL STEEL CORP. AND AFFILIATES
Consolidated Statement of Cash
Flows
Six Months Ended June 30, 2005
Six Months Ended June 30, 2005
Cash flows from operating activities: |
||||
Net loss |
$ | (6,027,852 | ) | |
Adjustments to reconcile net loss to net cash |
||||
provided by operating activities: |
||||
Depreciation and amortization |
433,089 | |||
Allowance for doubtful accounts |
51,100 | |||
Reserves for inventories |
568,007 | |||
Gain on sale of property, plant and equipment |
(320,000 | ) | ||
Decrease in: |
||||
Accounts receivable, trade |
894,439 | |||
Inventories |
385,644 | |||
Prepaid expenses and other current assets |
1,659,269 | |||
Other assets, net |
201,587 | |||
Increase (decrease) in: |
||||
Accounts payable |
10,758,644 | |||
Accrued expenses |
(5,767,967 | ) | ||
Customer deposits |
(84,623 | ) | ||
Net cash provided by operating activities |
2,751,337 | |||
Cash flows from investing activities: |
||||
Purchase of property, plant and equipment |
(547,958 | ) | ||
Proceeds from disposal of property, plant and equipment |
1,000,000 | |||
Net cash provided by investing activities |
452,042 | |||
Cash flows from financing activities: |
||||
Net borrowings on line of credit |
16,770,156 | |||
Repayments of mortgages |
(835,660 | ) | ||
Repayments of bonds |
(400,000 | ) | ||
Payments to shareholders and partner |
(935,403 | ) | ||
Distributions paid to shareholders, partners and members |
(24,884,903 | ) | ||
Net cash used in financing activities |
(10,285,810 | ) | ||
Net decrease in cash and cash equivalents |
(7,082,431 | ) | ||
Cash and cash equivalents, beginning of period |
7,671,150 | |||
Cash and cash equivalents, end of period |
$ | 588,719 | ||
Supplemental disclosure of cash flow information: |
||||
Cash paid during the period for interest |
$ | 334,281 | ||
See accompanying notes to consolidated financial statements.
-7-
CHAPEL STEEL CORP. AND AFFILIATES
Notes to Consolidated Financial Statements
June 30, 2005
June 30, 2005
| (1) | Nature of Business |
Chapel Steel Corp. is a distributor and fabricator of steel plates. The Company’s
headquarters are located in Pennsylvania with warehousing and fabrication facilities in
Pennsylvania, Illinois, Alabama, Oregon, Texas, Ohio and Ontario. The Company sells its
products predominantly throughout the United States and Canada.
| (2) | Summary of Significant Accounting Policies |
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Chapel Steel
Corp., JRS Realty Associates, LLC, Triple J Realty Co., Ltd., Four J Realty Associates, Ltd.,
and Matrix 2004 Associates, LP (collectively, the Company).
JRS Realty Associates, LLC, Triple J Realty Co., Ltd., Four J Realty Associates, Ltd., and
Matrix 2004 Associates, LP (collectively, the Real Estate Entities) lease to Chapel Steel
Corp. its warehousing facilities, fabrication facilities, and its corporate offices. JRS
Realty Associates, LLC, Triple J Realty Co., Ltd., and Four J Realty Associates, Ltd., are
owned by the majority shareholder of Chapel Steel Corp. Matrix 2004 Associates, LP is owned
by the majority shareholder and certain employees of Chapel Steel Corp. The Real Estate
Entities have been consolidated in the accompanying financial statements in accordance with
the provisions of Interpretation No. 46R, Consolidation of Variable Interest Entities, issued
by the Financial Accounting Standards Board.
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with an original maturity of
three months or less to be cash equivalents.
Inventories
Inventories, which consist of finished goods, are stated at the lower of average cost or
market. Chapel Steel Corp. records a reserve against inventory to reduce the carrying value
to market.
Escrow Deposits
Escrow deposits include amounts held by the trustee under the indenture agreement related to
the 1998 Series A Industrial Revenue Bonds on behalf of JRS Realty Associates, LLC. Escrow
deposits are included in prepaid expense and other current assets in the accompanying
consolidated balance sheet.
Continued...
-8-
CHAPEL STEEL CORP. AND AFFILIATES
Notes to Consolidated Financial Statements
June 30, 2005
June 30, 2005
| (2) | Summary of Significant Accounting Policies, Continued |
Property, Plant and Equipment
Property, plant and equipment are recorded at cost and are depreciated over the
estimated useful lives of the related assets. Leasehold improvements are amortized over the
lesser of the term of the related lease or the estimated useful lives of the assets.
Depreciation and amortization are computed using the straight-line method.
Maintenance and repairs are charged to operations as incurred. Betterments and renewals are
capitalized. Gains or losses resulting from the sale or disposal of property, plant and
equipment are included in the consolidated statement of operations.
Treasury Stock
Chapel Steel Corp. classifies repurchased shares of its common stock as treasury stock and
accounts for treasury stock under the cost method.
Revenue Recognition
Chapel Steel Corp. recognizes revenue on product sales upon transfer of ownership. The Real
Estate Entities recognize rental income ratably over the term of the lease.
Freight-Out
Chapel Steel Corp. records freight-out expenses as a component of cost of goods sold. Total
freight-out expenses were approximately $4,011,000 for the six months
ended June 30, 2005.
Advertising
Advertising costs are expensed as incurred. Total advertising expense for the six months
ended June 30, 2005 was $3,330.
Continued...
-9-
CHAPEL STEEL CORP. AND AFFILIATES
Notes to Consolidated Financial Statements
June 30, 2005
June 30, 2005
| (2) | Summary of Significant Accounting Policies, Continued |
Income Taxes
The shareholders of Chapel Steel Corp. have elected to be taxed under the provisions of
Subchapter S of the Internal Revenue Code and under similar provisions of state tax law.
Accordingly, the results of operations of Chapel Steel Corp. will be reflected in the
individual income tax returns of the shareholders based upon their proportionate ownership
interests.
Triple J Realty Co., Ltd., Four J Realty Associates, Ltd., and Matrix 2004 Associates, LP are
partnerships. Additionally, JRS Realty Associates, LLC’s activity is reported under the
partnership provisions of the Internal Revenue Code. Accordingly, the results of operations
of these entities will be reflected in the individual income tax returns of the partners and
members based on their proportionate ownership interests.
Therefore, there is no provision for income taxes recorded in the accompanying consolidated
financial statements.
Concentrations of Risk
Financial instruments that potentially subject the Company to concentrations of credit risk
consist principally of cash and cash equivalents and accounts receivable. The Company places
its cash with a national financial institution. At times, such balances may exceed the FDIC
insurance limits. The Company performs ongoing credit evaluations of its customers and
generally does not require collateral. An allowance for doubtful accounts is established
based on managements’ review of individual account balances. Historically, bad debt expense
has been within management’s estimates.
Approximately
45% of purchases in 2005 were from one vendor.
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 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.
Continued...
-10-
CHAPEL STEEL CORP. AND AFFILIATES
Notes to Consolidated Financial Statements
June 30, 2005
June 30, 2005
| (2) | Summary of Significant Accounting Policies, Continued |
Recent Accounting Pronouncement
In January 2003, the Financial Accounting Standards Board issued Interpretation No. 46,
Consolidation of Variable Interest Entities (FIN 46) with the objective of improving
financial reporting by companies involved with variable interest entities. FIN 46 clarifies
the application of Accounting Research Bulletin No. 51 to certain entities, defined as
variable interest entities, in which equity investors do not have characteristics of a
controlling financial interest or do not have sufficient equity at risk for the entity to
finance its activities without additional subordinated support from other parties. In
December 2003, the FASB issued a revision to FIN 46 (FIN 46R) to clarify some of the
provisions of FIN 46.
Matrix 2004 Associates, LP was formed during 2004, and as such, Chapel Steel Corp. adopted
FIN 46R related to Matrix 2004 Associates, LP during 2004.
On January 1, 2005, Chapel Steel Corp. adopted FIN 46R related to JRS Realty Associates, LLC,
Triple J Realty Co., Ltd., and Four J Realty Associates, Ltd., which resulted in the
consolidation of these entities with Chapel Steel Corp. for financial reporting purposes. The
effect of Chapel Steel Corp. adopting FIN 46R related to JRS Realty Associates, LLC, Triple J
Realty Co., Ltd., and Four J Realty Associates, Ltd. as of January 1, 2005, is recorded as a
cumulative effect of a change in accounting principle of $1,482,127 in the accompanying
consolidated statement of changes in shareholders’ equity, members’ equity and partners’
capital (deficit) as of December 31, 2004.
| (3) | Property, Plant and Equipment |
Property, plant and equipment consist of the following:
| Estimated | ||||||||
| June 30, | Useful Lives | |||||||
| 2005 | (Years) | |||||||
Land |
$ | 1,400,000 | ||||||
Buildings and improvements |
8,503,571 | 10-21 | ||||||
Machinery and equipment |
4,757,193 | 5-7 | ||||||
Office equipment |
924,888 | 5-7 | ||||||
Leasehold improvements |
666,663 | 4-17 | ||||||
| 16,252,315 | ||||||||
Accumulated depreciation
and amortization |
(4,766,607 | ) | ||||||
| $ | 11,485,708 | |||||||
Depreciation and amortization expense related to property, plant and equipment for the
six months ended June 30, 2005 was $428,689.
-11-
CHAPEL STEEL CORP. AND AFFILIATES
Notes to Consolidated Financial Statements
June 30, 2005
June 30, 2005
| (4) | Line of Credit |
Chapel Steel Corp. has available a $30,000,000 line of credit which requires monthly
interest payments on outstanding balances. Chapel Steel Corp. may select either the prime
rate minus applicable margin (ranging from zero to 1.25%) or the LIBOR rate plus applicable
margin, (ranging from 1.50% to 2.75%) at the time of each borrowing. The applicable margin
for both the prime and LIBOR rates varies based on Chapel Steel Corp.’s funded debt to
earnings before interest, income taxes, depreciation, and amortization, plus rental payments
on capital leases (EBITDAR). The interest rate on outstanding borrowings as of June 30, 2005
was 4.84%. Amounts available under the line of credit are reduced by any outstanding letters
of credit. There were no outstanding letters of credit at June 30, 2005. The line of credit
is collateralized by substantially all of the assets of Chapel Steel Corp. There are certain
financial covenants that Chapel Steel Corp. is required to maintain in connection with the
line of credit. Outstanding borrowings on the line of credit as of June 30, 2005 were
$16,770,156. In connection with the sale of the common stock of Chapel Steel Corp. as
described in Note 11, the line of credit was repaid and cancelled on July 1, 2005.
Interest expense on the line of credit for the six months ended June 30, 2005 was $20,519.
| (5) | Long-Term Debt |
Mortgages Payable
Triple J Realty Co., Ltd. has two mortgages outstanding on the warehousing and
fabrication facilities in Alabama that it leases to Chapel Steel Corp.
The first mortgage with an original amount of $1,000,000 bears interest at 6.65%, and is
collateralized by underlying real property as well as an assignment of the proceeds from the
lease between Triple J Realty Co., Ltd. and Chapel Steel Corp. The mortgage is payable in
monthly principal and interest installments of $10,098 through November 1, 2014. The balance
outstanding on the mortgage as of June 30, 2005 was $846,352.
The second mortgage with an original amount of $670,000 bears interest at the average weekly
yield of 30-day commercial paper plus 2.35% (5.56% at June 30, 2005), and is collateralized
by the underlying real property as well as an assignment of the proceeds from the lease
between Triple J Realty Co., Ltd. and Chapel Steel Corp. The mortgage is payable in monthly
installments with a balloon payment on November 1, 2007. The balance outstanding on the
mortgage as of June 30, 2005 was $551,567.
Continued...
-12-
CHAPEL STEEL CORP. AND AFFILIATES
Notes to Consolidated Financial Statements
June 30, 2005
June 30, 2005
| (5) | Long-Term Debt, Continued |
Mortgages Payable, Continued
Four J Realty Associates, Ltd. has a mortgage on the warehousing and fabrication
facilities in Texas that it leases to Chapel Steel Corp. The mortgage with an original amount
of $2,252,500 bears interest at 8.75%, and is collateralized by underlying real property as
well as an assignment of the proceeds from the lease between Four J Realty Associates, Ltd.
and Chapel Steel Corp. The mortgage is payable in monthly principal and interest installments
of $22,513 through March 1, 2016. The balance outstanding on the mortgage as of June 30, 2005
was $1,878,033.
Bonds Payable
On December 1, 1998, the Will-Kankakee Regional Development Authority (the Authority) issued
$6,000,000 in 1998 Series A Industrial Development Revenue Bonds (the Bonds) pursuant to a
trust indenture dated December 1, 1998 between the Authority and Chase Manhattan Trust
Company, National Association, as trustee and paying agent. The Bonds mature on December 1,
2018, and bear interest as determined by the terms of the indenture. The rate of interest is
determined by the Bonds Remarketing Agent, and is calculated to be the lowest rate of
interest that would cause the Bonds to have a market value equal to the principal amount plus
accrued interest. The Bonds include a call provision that varies from the date of issuance
and provides that the bonds be called at par value, plus accrued interest, and a premium as
defined in the bond indenture. The total amount outstanding as of June 30, 2005 was
$3,430,000.
JRS Realty Associates, Ltd., used the proceeds from these Bonds to acquire and modify
warehousing and fabrication facilities in Chicago, Illinois. As a condition of the issuance
of the bonds, a financial institution issued a letter of credit, which was delivered to JRS
Realty Associates, Ltd., to collateralize the timely payment of principal and interest on the
Bonds. The letter of credit expires on December 15, 2007, and the total outstanding on the
letter of credit as of June 30, 2005 was approximately $3,486,000.
In connection with the Bonds, JRS Realty Associates, Ltd. has recorded loan commitment fees
and bond issuance costs totaling $173,537 and related accumulated amortization of $58,684 at
June 30, 2005. These costs are being amortized over the term of the Bonds, and are included
in other assets, net in the accompanying consolidated balance sheet. Total amortization for
the six months end June 30, 2005 was approximately $4,400.
Continued...
-13-
CHAPEL STEEL CORP. AND AFFILIATES
Notes to Consolidated Financial Statements
June 30, 2005
June 30, 2005
| (5) | Long-Term Debt, Continued |
Loan from Partner
In 2004, Matrix 2004 Associates, LP received a loan from one of its partners in the
amount of $1,935,000 for the purchase of the Company’s Pennsylvania corporate offices. The
balance on the loan at June 30, 2005 was $1,851,098. The loan bears interest at 6%. The loan
is payable in monthly principal and interest installments of $21,482 through October 1, 2014,
with a payment of the remaining balance due November 1, 2014. Interest expense on the loan
from partner was $86,602 for the six months ended June 30, 2005.
Loan Payable to Shareholder
Chapel Steel Corp. had a loan payable to shareholder. Interest on the loan was charged at 7%
and was approximately $86,000 for the six months ended June 30, 2005. The terms of the loan
required that the outstanding balance and accrued interest be accelerated and due immediately
upon the occurrence of changes in control as defined in the related promissory note, or the
sale of all or substantially all of the Chapel Steel Corp.’s assets. As a result of the sale
of the common stock of Chapel Steel Corp. as described in Note 11, the loan was fully repaid
during the six months ended June 30, 2005.
Annual Principal Payments
The aggregate future annual principal payments on long-term debt consist of the following:
| Year Ending | ||||
| June 30, | Amount | |||
2006 |
$ | 974,870 | ||
2007 |
$ | 995,766 | ||
2008 |
$ | 1,444,814 | ||
2009 |
$ | 1,005,682 | ||
2010 |
$ | 1,035,479 | ||
Thereafter |
$ | 3,100,439 | ||
-14-
CHAPEL STEEL CORP. AND AFFILIATES
Notes to Consolidated Financial Statements
June 30, 2005
June 30, 2005
| (6) | Operating Leases |
The Company leases warehouse and certain equipment under noncancelable operating leases
that expire at various dates through 2010. As of June 30, 2005, future annual minimum lease
payments required under these leases are:
| Year Ending | ||||
| June 30, | Amount | |||
2006 |
$ | 489,881 | ||
2007 |
393,472 | |||
2008 |
178,484 | |||
2009 |
12,799 | |||
2010 |
1,968 | |||
| $ | 1,076,604 | |||
Rental expense related to the operating leases amounted to approximately $317,000 for
the six months ended June 30, 2005.
| (7) | Executive Compensation Plan |
On May 25, 2005, Chapel Steel Corp. adopted an executive compensation plan (the Plan)
covering certain key executives of Chapel Steel Corp. Amounts awarded under the Plan were at
the discretion of the President of Chapel Steel Corp., and were payable upon a change in
ownership control of Chapel Steel Corp. as defined in the Plan. The sale of Chapel Steel
Corp., as further described in Note 11 to the consolidated financial statements, triggered
payment of all awards under the Plan. The total amount paid under the Plan for the six months
ended June 30, 2005 was $20,290,000 and additional bonuses related to the sale totaled
$597,000. The Plan was terminated subsequent to the sale of Chapel Steel Corp. in accordance
with the Plan document.
| (8) | 401(k) Plan |
Chapel Steel Corp. maintains a 401(k) plan for its employees. Under this plan, employer
contributions for eligible employees are discretionary. The Company has accrued $120,000 for
the six months ended June 30,2005, for estimated discretionary contributions.
-15-
CHAPEL STEEL CORP. AND AFFILIATES
Notes to Consolidated Financial Statements
June 30, 2005
June 30, 2005
| (9) | Rental Income |
JRS Realty Associates leases a portion of its Chicago warehouse and fabricating
facilities to an unrelated company under an operating lease. The lease expires in 2018, with
one 20 year renewal option, and includes an option for the lessee to purchase its portion of
the warehouse and fabricating facilities for the fair market value as determined in
accordance with the agreement. Total annual rental income is $490,000, and rental income for
the six months ended June 30, 2005 of $245,000 is included in the accompanying consolidated
statement of operations. The total cost and carrying value of the facilities in Chicago are
approximately $5,024,000 and $3,728,000, respectively.
Future minimum rental income, should the option noted above not be exercised, is as follows:
| Year Ending | ||||
| June 30, | Amount | |||
2006 |
$ | 490,000 | ||
2007 |
$ | 490,000 | ||
2008 |
$ | 490,000 | ||
2009 |
$ | 490,000 | ||
2010 |
$ | 490,000 | ||
Thereafter |
$ | 3,920,000 | ||
| (10) | Commitments and Contingencies |
The Company is involved in legal actions that are routine in nature and incidental to
its normal course of business. While legal counsel is unable to determine the ultimate
outcome of these matters, based upon information available at this time to the Company,
management believes that these matters will not result in any material adverse effect on the
Company’s consolidated financial position or results of operations.
A portion of Chapel Steel Corp’s common stock is pledged as collateral under a promissory
note between Chapel Steel Corp’s shareholders. This note was subsequently paid in full in
connection with the sale of Chapel Steel Corp. as described in Note 11.
Chapel Steel Corp. has employment agreements with certain employees. Obligations under these
agreements are payable in 2007, and have been accrued as of June 30, 2005.
-16-
CHAPEL STEEL CORP. AND AFFILIATES
Notes to Consolidated Financial Statements
June 30, 2005
June 30, 2005
| (11) | Sale of Chapel Steel Corp. |
On May 31, 2005, Chapel Steel Corp. entered into an agreement (the Agreement) to sell
all of the issued and outstanding stock of Chapel Steel Corp. to an unrelated company. Chapel
Steel Corp. converted to a C corporation for income tax purposes effective July 1, 2005, the
date of the sale. The shareholders of Chapel Steel Corp. also entered into non-compete
agreements with the buyer. The Agreement also provides the buyer with the option to purchase
the real property leased to Chapel Steel Corp. by the Real Estate Entities as described in
Note 2, for fair market value as determined in accordance with the agreement.
-17-
SUPPLEMENTARY INFORMATION
CHAPEL STEEL CORP. AND AFFILIATES
Consolidating Balance Sheet
June 30, 2005
June 30, 2005
| Chapel Steel | JRS Realty | Triple J | ||||||||||
| Corp. | Associates, LLC | Realty Co., Ltd. | ||||||||||
ASSETS |
||||||||||||
Current assets: |
||||||||||||
Cash and cash equivalents |
$ | 1,000 | $ | 165,593 | $ | 192,675 | ||||||
Accounts receivable, trade, net of allowance for
doubtful accounts of $557,000 |
24,549,529 | — | — | |||||||||
Inventories, net of reserves of $2,220,000 |
26,261,258 | — | — | |||||||||
Investments in related parties |
— | 148,475 | — | |||||||||
Prepaid expenses and other current assets |
569,938 | 97,932 | — | |||||||||
Total current assets |
51,381,725 | 412,000 | 192,675 | |||||||||
Property, plant and equipment, net |
2,281,726 | 3,727,560 | 1,499,771 | |||||||||
Other assets, net |
179,488 | 114,853 | 8,004 | |||||||||
| $ | 53,842,939 | $ | 4,254,413 | $ | 1,700,450 | |||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY, MEMBERS’
EQUITY AND PARTNERS’ CAPITAL |
||||||||||||
Current liabilities: |
||||||||||||
Line of credit |
$ | 16,770,156 | $ | — | $ | — | ||||||
Mortgages payable |
— | — | 113,880 | |||||||||
Bonds payable |
— | 600,000 | — | |||||||||
Loan from partner |
— | — | — | |||||||||
Accounts payable |
15,622,118 | — | — | |||||||||
Accrued expenses |
1,499,207 | 22,270 | 8,142 | |||||||||
Customer deposits |
593,804 | — | — | |||||||||
Total current liabilities |
34,485,285 | 622,270 | 122,022 | |||||||||
Mortgages payable, net of current portion |
— | — | 1,284,039 | |||||||||
Bonds payable, net of current portion |
— | 2,830,000 | — | |||||||||
Loan from partner, less current portion |
— | — | — | |||||||||
| 34,485,285 | 3,452,270 | 1,406,061 | ||||||||||
Shareholders’ equity, Members’ equity and
Partners’ capital: |
||||||||||||
Common stock, par value $1 per share; 100,000
shares authorized, 1,097 shares issued and
597 shares outstanding |
597 | — | — | |||||||||
Additional paid-in capital |
207,247 | — | — | |||||||||
Treasury stock, 500 shares, at cost |
(120,900 | ) | — | — | ||||||||
Retained earnings |
19,270,710 | — | — | |||||||||
Members’ equity |
— | 802,143 | — | |||||||||
Partners’ capital |
— | — | 294,389 | |||||||||
| 19,357,654 | 802,143 | 294,389 | ||||||||||
| $ | 53,842,939 | $ | 4,254,413 | $ | 1,700,450 | |||||||
See accompanying notes to consolidated financial statements.
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Schedule I
| Four J Realty | Matrix 2004 | Consolidated | ||||||||||||||
| Associates, Ltd. | Associates, LP | Eliminations | Total | |||||||||||||
$ |
183,301 | $ | 46,150 | $ | — | $ | 588,719 | |||||||||
| — | — | — | 24,549,529 | |||||||||||||
| — | — | — | 26,261,258 | |||||||||||||
| — | — | (148,475 | ) | — | ||||||||||||
| — | — | (62,500 | ) | 605,370 | ||||||||||||
| 183,301 | 46,150 | (210,975 | ) | 52,004,876 | ||||||||||||
| 2,106,982 | 1,869,669 | — | 11,485,708 | |||||||||||||
| — | — | — | 302,345 | |||||||||||||
$ |
2,290,283 | $ | 1,915,819 | $ | (210,975 | ) | $ | 63,792,929 | ||||||||
$ |
— | $ | — | $ | — | $ | 16,770,156 | |||||||||
| 110,172 | — | — | 224,052 | |||||||||||||
| — | — | — | 600,000 | |||||||||||||
| — | 150,818 | — | 150,818 | |||||||||||||
| — | — | — | 15,622,118 | |||||||||||||
| 39,694 | 21,500 | (62,500 | ) | 1,528,313 | ||||||||||||
| — | — | — | 593,804 | |||||||||||||
| 149,866 | 172,318 | (62,500 | ) | 35,489,261 | ||||||||||||
| 1,767,861 | — | — | 3,051,900 | |||||||||||||
| — | — | — | 2,830,000 | |||||||||||||
| — | 1,700,280 | — | 1,700,280 | |||||||||||||
| 1,917,727 | 1,872,598 | (62,500 | ) | 43,071,441 | ||||||||||||
| — | — | — | 597 | |||||||||||||
| — | — | — | 207,247 | |||||||||||||
| — | — | — | (120,900 | ) | ||||||||||||
| — | — | — | 19,270,710 | |||||||||||||
| — | — | — | 802,143 | |||||||||||||
| 372,556 | 43,221 | (148,475 | ) | 561,691 | ||||||||||||
| 372,556 | 43,221 | (148,475 | ) | 20,721,488 | ||||||||||||
$ |
2,290,283 | $ | 1,915,819 | $ | (210,975 | ) | $ | 63,792,929 | ||||||||
-19-
CHAPEL STEEL CORP. AND AFFILIATES
Consolidating Schedule of
Operations
Six Months Ended June 30, 2005
Six Months Ended June 30, 2005
| JRS Realty | Triple J | |||||||||||
| Chapel Steel | Associates, LLC | Realty Co., Ltd. | ||||||||||
Revenues, net |
$ | 136,707,745 | $ | 335,000 | $ | 160,000 | ||||||
Cost of goods sold |
||||||||||||
| 110,197,436 | — | — | ||||||||||
Gross margin |
26,510,309 | 335,000 | 160,000 | |||||||||
Operating expenses (gains): |
||||||||||||
Selling, general and administrative |
9,356,130 | 109,125 | 110,285 | |||||||||
Warehousing |
2,793,432 | — | — | |||||||||
Compensation programs related to sale |
20,887,000 | — | — | |||||||||
Interest
|
50,682 | 40,862 | 98,805 | |||||||||
Gain on sale of property |
— | — | (320,000 | ) | ||||||||
| 33,087,244 | 149,987 | (110,910 | ) | |||||||||
Net income (loss) |
$ | (6,576,935 | ) | $ | 185,013 | $ | 270,910 | |||||
See accompanying notes to consolidated financial statements.
-20-
Schedule II
| Four J Realty | Matrix 2004 Associates, | Consolidated | |||||||||||||
| Associates, Ltd. | LP | Eliminations | Total | ||||||||||||
| $ | 156,000 | $ | 129,000 | $ | (535,000 | ) | $ | 136,952,745 | |||||||
| — | — | — | 110,197,436 | ||||||||||||
| 156,000 | 129,000 | (535,000 | ) | 26,755,309 | |||||||||||
| 39,074 | 12,854 | (129,000 | ) | 9,498,468 | |||||||||||
| — | — | (406,000 | ) | 2,387,432 | |||||||||||
| — | — | — | 20,887,000 | ||||||||||||
| 83,112 | 56,800 | — | 330,261 | ||||||||||||
| — | — | — | (320,000 | ) | |||||||||||
| 122,186 | 69,654 | (535,000 | ) | 32,783,161 | |||||||||||
| $ | 33,814 | $ | 59,346 | $ | — | $ | (6,027,852 | ) | |||||||
-21-