EXHIBIT 99.2
Published on
EXHIBIT
99.2
Combined Financial Statements
Yarde Metals, Inc. and
Affiliates
Affiliates
June 30, 2006
YARDE METALS, INC. AND AFFILIATES
CONTENTS
JUNE 30, 2006
CONTENTS
JUNE 30, 2006
Independent Auditors’ Report |
1 | |||
Financial Statements: |
||||
Combined Balance Sheet |
3 | |||
Combined Statement of Income |
5 | |||
Combined Statement of Comprehensive Income |
6 | |||
Combined Statement of Changes in Retained
Earnings and Members’/Partners’ Equity |
7 | |||
Combined Statement of Cash Flows |
8 | |||
Notes to Combined Financial Statements |
9 | |||
Supplementary Financial Information: |
||||
Combined Schedule of Cost of Revenue |
24 | |||
Combined Schedule of Selling, General
and Administrative Expenses |
25 | |||
Combining Balance Sheet |
26 | |||
Combining Statement of Income |
28 | |||
Combining Statement of Comprehensive Income |
29 | |||
Combining Statement of Changes in Retained
Earnings and Members’/Partners’ Equity |
30 | |||
Statement of Changes in Retained Earnings – Yarde
Metals, Inc. |
31 | |||
Statement of Changes in Members’ Equity – 10160 Phillipp
Parkway, LLC |
32 | |||
Combining Statement of Cash Flows |
33 | |||
Combining Schedule of Cost of Revenue |
34 | |||
Combining Schedule of Selling, General
and Administrative Expenses |
35 |
[Letterhead of Del Conte, Hyde, Anello & Schuch, P.C.]
To the Board of Directors and Members
Yarde Metals, Inc. and Affiliates
Southington, Connecticut
Yarde Metals, Inc. and Affiliates
Southington, Connecticut
We have audited the accompanying combined balance sheet of Yarde Metals, Inc. and Affiliates as of
June 30, 2006 and the related combined statements of income, comprehensive income, changes in
retained earnings and members’/partners’ equity, and cash flows for the year then ended. These
combined financial statements are the responsibility of Yarde Metals, Inc. and Affiliates’
management. Our responsibility is to express an opinion on these combined 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 that our audit provides a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to in the first paragraph present
fairly, in all material respects, the financial position of Yarde Metals, Inc. and Affiliates as of
June 30, 2006, and the results of their operations and their cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States of America.
As described in Note 2 to the combined financial statements, Yarde Metals, Inc. leases its
corporate offices and certain warehousing and office 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. Yarde Metals, Inc. adopted the provisions of
FIN 46R for these variable interest entities on July 1, 2005, the effect of which is shown as a
cumulative effect of a change in accounting principle in the accompanying combined financial
statements.
Our audit was conducted for the purpose of forming an opinion on the basic combined financial
statements taken as a whole. The combined schedules of cost of revenue and selling, general and
administrative expenses, and the combining balance sheet, combining statements of income,
comprehensive income, changes in retained earnings and members’/partners’ equity and cash flows,
and combining schedules of cost of revenue and selling, general and administrative expenses, on
pages 24 through 35, are presented only for purposes of additional analysis and are not a required
part of the basic combined financial statements. Such information has been subjected to the
auditing procedures applied in the audit of the basic combined financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic combined financial
statements taken as a whole.
/s/ Del
Conte, Hyde, Anello & Schuch, P.C.
Farmington, Connecticut
November 3, 2006
November 3, 2006
YARDE METALS, INC. AND AFFILIATES
COMBINED BALANCE SHEET
JUNE 30, 2006
COMBINED BALANCE SHEET
JUNE 30, 2006
| ASSETS |
||||||||
CURRENT ASSETS |
||||||||
Cash and cash equivalents |
$ | 8,847,642 | ||||||
Trade receivables |
56,602,791 | |||||||
Employee loans receivable |
23,572 | |||||||
Inventory |
81,782,552 | |||||||
Prepaid expenses |
1,465,464 | |||||||
Total Current Assets |
$ | 148,722,021 | ||||||
PROPERTY AND EQUIPMENT |
||||||||
Land |
2,905,251 | |||||||
Buildings |
22,775,390 | |||||||
Machinery and equipment |
23,488,523 | |||||||
Office furnishings and equipment |
5,693,517 | |||||||
Motor vehicles |
2,329,145 | |||||||
Leasehold improvements |
1,052,295 | |||||||
| 58,244,121 | ||||||||
Less accumulated depreciation |
19,619,358 | |||||||
Total Property and Equipment |
38,624,763 | |||||||
OTHER ASSETS |
||||||||
Employee loans receivable, net of current portion |
132,267 | |||||||
Federal tax deposit to retain fiscal year |
2,184,517 | |||||||
Derivative swap obligation |
1,143,955 | |||||||
Deposits |
388,448 | |||||||
Loan closing costs, net of amortization |
129,470 | |||||||
Total Other Assets |
3,978,657 | |||||||
Total Assets |
$ | 191,325,441 | ||||||
The accompanying notes are an integral
part of these financial statements.
part of these financial statements.
- 3 -
| LIABILITIES AND EQUITY |
||||||||
CURRENT LIABILITIES |
||||||||
Notes payable — Short-term |
$ | 75,347,402 | ||||||
Current maturities of long-term debt |
9,451,453 | |||||||
Notes payable — Related parties |
14,774,809 | |||||||
Accounts payable |
23,349,161 | |||||||
Accrued compensation |
8,789,568 | |||||||
Accrued taxes and expenses |
9,101,232 | |||||||
Total Current Liabilities |
$ | 140,813,625 | ||||||
LONG-TERM DEBT, NET OF CURRENT PORTION |
12,744,150 | |||||||
Total Liabilities |
153,557,775 | |||||||
EQUITY |
||||||||
Common stock |
1,500 | |||||||
Additional paid-in capital |
10,028,500 | |||||||
Retained earnings |
17,925,477 | |||||||
Members’/Partners’ equity |
8,668,234 | |||||||
Accumulated other comprehensive income |
1,143,955 | |||||||
Total Equity |
37,767,666 | |||||||
Total Liabilities and Equity |
$ | 191,325,441 | ||||||
- 4 -
YARDE METALS, INC. AND AFFILIATES
COMBINED STATEMENT OF INCOME
FOR THE YEAR ENDED JUNE 30, 2006
COMBINED STATEMENT OF INCOME
FOR THE YEAR ENDED JUNE 30, 2006
REVENUE |
||||||||
Net sales |
$ | 386,104,556 | ||||||
Rental income |
30,000 | |||||||
Total Revenue |
$ | 386,134,556 | ||||||
COST OF REVENUE |
317,678,299 | |||||||
Gross Profit |
68,456,257 | |||||||
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES |
33,992,726 | |||||||
Income from Operations |
34,463,531 | |||||||
OTHER INCOME (EXPENSE) |
||||||||
Interest and dividend income |
5,679 | |||||||
Gain on sale of assets |
15,164 | |||||||
Other income |
45,753 | |||||||
Shareholder compensation |
(17,221,000 | ) | ||||||
Compensation related to the sale |
(9,137,005 | ) | ||||||
Interest expense |
(5,472,160 | ) | (31,763,569 | ) | ||||
Income before Provision for
Income and Other Taxes |
2,699,962 | |||||||
PROVISION FOR INCOME AND OTHER TAXES |
90,357 | |||||||
Net Income |
$ | 2,609,605 | ||||||
The accompanying notes are an integral
part of these financial statements.
part of these financial statements.
- 5 -
YARDE METALS, INC. AND AFFILIATES
COMBINED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED JUNE 30, 2006
COMBINED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED JUNE 30, 2006
NET INCOME |
$ | 2,609,605 | ||||||
OTHER COMPREHENSIVE INCOME |
||||||||
Interest rate swap adjustment |
837,174 | |||||||
Total Comprehensive Income |
$ | 3,446,779 | ||||||
The accompanying notes are an integral
part of these financial statements.
part of these financial statements.
- 6 -
YARDE METALS, INC. AND AFFILIATES
COMBINED STATEMENT OF CHANGES IN RETAINED EARNINGS AND MEMBERS’/PARTNERS’ EQUITY
FOR THE YEAR ENDED JUNE 30, 2006
COMBINED STATEMENT OF CHANGES IN RETAINED EARNINGS AND MEMBERS’/PARTNERS’ EQUITY
FOR THE YEAR ENDED JUNE 30, 2006
| Accumulated | ||||||||||||||||||||||||
| Additional | Other | |||||||||||||||||||||||
| Common | Paid-in | Retained | Members’/ | Comprehensive | ||||||||||||||||||||
| Stock | Capital | Earnings | Partners’ Equity | Income | Total | |||||||||||||||||||
Balance, June 30, 2005, as previously
reported |
$ | 1,500 | $ | 10,028,500 | $ | 16,861,753 | $ | 8,175,233 | $ | 306,781 | $ | 35,373,767 | ||||||||||||
Adjustment for understatement of accrued
compensation |
— | — | (684,198 | ) | — | — | (684,198 | ) | ||||||||||||||||
Balance, June 30, 2005 |
1,500 | 10,028,500 | 16,177,555 | 8,175,233 | 306,781 | 34,689,569 | ||||||||||||||||||
Cumulative effect of change in accounting
principle due to adoption of FIN 46R on
July 1, 2005 |
— | — | 512,580 | — | — | 512,580 | ||||||||||||||||||
Net income |
— | — | 1,242,452 | 1,367,153 | — | 2,609,605 | ||||||||||||||||||
Dividends paid |
— | — | (7,110 | ) | — | — | (7,110 | ) | ||||||||||||||||
Members’/Partners’ draw |
— | — | — | (874,152 | ) | — | (874,152 | ) | ||||||||||||||||
Other comprehensive income |
— | — | — | — | 837,174 | 837,174 | ||||||||||||||||||
Balance, June 30, 2006 |
$ | 1,500 | $ | 10,028,500 | $ | 17,925,477 | $ | 8,668,234 | $ | 1,143,955 | $ | 37,767,666 | ||||||||||||
The accompanying notes are an integral part of these financial statements.
- 7 -
YARDE
METALS, INC. AND AFFILIATES
COMBINED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED JUNE 30, 2006
COMBINED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED JUNE 30, 2006
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||
Net income |
$ | 2,609,605 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation and amortization |
3,409,182 | |||||||
Gain on sale of assets |
(15,164 | ) | ||||||
Increase in allowance for
doubtful accounts |
91,594 | |||||||
(Increase) decrease in operating assets: |
||||||||
Trade receivables |
(10,621,002 | ) | ||||||
Inventory |
(91,553 | ) | ||||||
Prepaid expenses |
(797,054 | ) | ||||||
Federal tax deposit |
(151,188 | ) | ||||||
Deposits |
(137,904 | ) | ||||||
Loan closing costs, net of amortization |
(41,867 | ) | ||||||
Increase (decrease) in operating liabilities: |
||||||||
Accounts payable |
1,074,913 | |||||||
Accrued compensation |
2,023,545 | |||||||
Accrued taxes and expenses |
7,525,615 | |||||||
Net Cash Provided by Operating Activities |
$ | 4,878,722 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||
Repayments from employees, net |
15,841 | |||||||
Proceeds from sale of assets |
227,191 | |||||||
Purchases of property and equipment |
(4,474,901 | ) | ||||||
Net Cash Used in Investing Activities |
(4,231,869 | ) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
Net proceeds from notes payable — Short-term |
17,267,000 | |||||||
Proceeds from long-term borrowing |
3,182,173 | |||||||
Repayment of long-term debt |
(4,549,198 | ) | ||||||
Repayment of related party notes |
(9,092,037 | ) | ||||||
Dividends paid |
(7,110 | ) | ||||||
Members’/Partners’ draw |
(874,102 | ) | ||||||
Net Cash Provided by Financing Activities |
5,926,726 | |||||||
Net increase in cash and cash equivalents |
6,573,579 | |||||||
Cash and cash equivalents at beginning of year |
2,274,063 | |||||||
Cash and Cash Equivalents at End of Year |
$ | 8,847,642 | ||||||
The accompanying notes are an integral part of these financial statements.
- 8 -
YARDE METALS, INC. AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 1 — NATURE OF BUSINESS AND PRINCIPLES OF COMBINATION
The accompanying combined financial statements include the operations of Yarde Metals, Inc.,
10160 Phillipp Parkway, LLC, Route 38 Associates, LLC, 45 Newell Street, LLC, Yarde Realty
Company and Yarde Lot, LLC, collectively referred to as the “Company”. All inter-company
accounts, transactions, and profits are eliminated in the combination.
Yarde Metals, Inc. (“Yarde Metals”) is a Connecticut corporation which commenced operations in
1977. Yarde Metals is primarily engaged in the wholesale distribution of metal alloys to a
broad range of customers operating in various industries throughout the world. The majority of
Yarde Metals’ customers are concentrated in the New England, Mid-Atlantic and Ohio Regions.
10160 Phillipp Parkway, LLC (“10160 Phillipp”) is an Ohio limited liability company whose
members are also some of the shareholders/officers of Yarde Metals. This entity was formed in
December 2003 to acquire and hold warehousing facilities for Yarde Metals in Ohio. 10160
Phillipp leases the office and warehouse facilities in Streetsboro, Ohio to Yarde Metals. The
financial success of 10160 Phillipp is dependent upon the financial success of Yarde Metals.
Route 38 Associates, LLC (“Route 38”) is a New Hampshire limited liability company whose members
are also some of the shareholders/officers of Yarde Metals. This entity was formed to construct
warehousing facilities for Yarde Metals in New Hampshire. Route 38 leases the office and
warehouse facilities in Pelham, New Hampshire to Yarde Metals. The financial success of Route 38
is dependent upon the financial success of Yarde Metals.
45 Newell Street Associates, LLC (“45 Newell”) is a Connecticut limited liability company whose
members are also some of the shareholders/officers of Yarde Metals. 45 Newell leases the office
and warehouse facilities, acquired in March 2001, in Southington, Connecticut to Yarde Metals.
The financial success of 45 Newell is dependent upon the financial success of Yarde Metals.
Yarde Realty Company (“Yarde Realty”) is a Connecticut partnership whose partners are also some
of the shareholders/officers of Yarde Metals. This entity was formed in 1980 to acquire and hold
warehousing facilities for Yarde Metals in Bristol, Connecticut. Yarde Realty leases the
warehouse facilities in Bristol, Connecticut to Yarde Metals. The financial success of Yarde
Realty is dependent upon the financial success of Yarde Metals.
Yarde Lot, LLC (“Yarde Lot”) is a Connecticut limited liability company whose members are also
some of the shareholders/officers of Yarde Metals. Yarde Lot leases the parking lot across from
the office and warehouse facilities in Southington, Connecticut to Yarde Metals. The financial
success of Yarde Lot is dependent upon the financial success of Yarde Metals.
- 9 -
YARDE METALS, INC. AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the combined financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income, requires a
full set of general purpose financial statements to be expanded to
include the reporting of “comprehensive income”. Comprehensive income is comprised of two components,
net income and other comprehensive income. For the year ended June 30, 2006, the only items
qualifying as other comprehensive income were the interest rate swap agreement adjustments.
For purposes of the financial statements, the Company considers all highly liquid investments
with original maturities of three months or less as the equivalent of cash. There were no cash
equivalents at June 30, 2006.
The Company carries its accounts receivable at cost less an allowance for doubtful accounts. On
a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for
doubtful accounts, based upon an estimate of collectibility of the accounts receivable, prior
bad debt history and current credit conditions. Generally, the
Company does not charge or accrue interest/finance charges on past due trade receivables unless the
account is turned over for collections. A receivable is considered past due based upon
management’s knowledge of the customer, past experience and current conditions. Management
periodically reviews its receivable balances and determines which customers are to be turned
over for collections. Accounts are written off as uncollectible when collection procedures are
unsuccessful.
Inventory, which consists primarily of metal alloys purchased for resale, is valued at the lower
of cost or market, which is determined on the specific identification method.
Property and equipment are stated at cost. Major renewals and betterments are capitalized,
while maintenance and repairs that do not improve or extend the lives of the respective assets
are charged against income. Depreciation and amortization are recorded using straight-line
methods over the estimated useful lives of the related assets. The estimated useful lives of
assets are as follows:
Buildings |
15-40 years | |||
Machinery and equipment |
7-10 years | |||
Office furnishings and equipment |
5-10 years | |||
Motor vehicles |
3-10 years | |||
Leasehold improvements |
5-40 years | |||
- 10 -
YARDE METALS, INC. AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Depreciation expense for the year ended June 30, 2006 was $3,380,283.
Rentals pertaining to noncapitalized lease agreements, which merely convey the right to use
property, are expensed as incurred.
Intangible assets for the Company consist of loan acquisition costs that are being amortized on
the straight-line basis over 5-20 years. Amortization expense
for the year ended June 30, 2006 was $28,899.
Yarde Metals has elected, by consent of its stockholders, to be taxed under the provisions of
Subchapter S of the Internal Revenue Code. Under these provisions, Yarde Metals does not pay
Federal corporate income taxes on its taxable income. Instead, the stockholders are liable for
individual Federal income taxes on their respective shares of Yarde Metals’ taxable income.
Accordingly, the financial statements reflect no provision or liability for Federal income
taxes. Yarde Metals is liable for state income taxes only in certain states that do not follow
the federal pass-thru treatment.
Income tax expense includes state taxes currently payable and deferred. When material, Yarde
Metals provides for deferred taxes on temporary differences arising from assets and liabilities
whose bases are different for financial reporting and income tax purposes. These differences
relate primarily to inventory costs capitalized for income tax purposes, but expensed for
financial reporting purposes, bad debt expense reported in different periods for financial
reporting and income tax purposes, and different depreciation methods and lives used for
financial reporting and income tax purposes.
In addition, because Yarde Metals reports on a fiscal year basis, it must represent to the
Internal Revenue Service that either the fiscal year is its natural year or it must pay a
deposit. The deposit is calculated as the product of the highest individual tax rate plus 1%,
the percentage of the deferral period to a total year, and the entity’s taxable income for the
prior year.
10160 Phillipp, Route 38, 45 Newell, Yarde Realty and Yarde Lot are not taxpaying entities for
income tax purposes, and thus, no Federal income tax expense has been recorded in the
statements. Income from the limited liability companies and the partnership are taxed to the
members/partners on their individual returns.
Financial instruments that potentially subject the Company to concentrations of credit risk
consist principally of trade receivables, trade sales and trade purchases. The Company has
limited concentration of credit risk regarding trade receivables and trade sales due to the
large number of customers comprising the Company’s base and their dispersion across different
industries. As of June 30, 2006, the Company had no significant concentration of credit risk
regarding trade receivables and trade sales. The Company has significant concentration of
-11-
YARDE METALS, INC. AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
credit risk regarding trade purchases. Purchases from one vendor accounted for 18% of total
purchases in the year ended June 30, 2006.
Interest
rate swap contracts designated and qualifying as cash flow hedges are reported at fair value. The gain or loss on the effective portion of the hedge initially is included as a
component of other comprehensive income and subsequently reclassified into earnings when
interest on the related debt is paid.
Advertising costs are charged to operations when incurred. For the year ended June 30, 2006,
advertising expense was $331,474.
In January 2003, the Financial Accounting Standards Board (FASB) 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.
On July 1, 2005, Yarde Metals, Inc. adopted FIN 46R related to 10160 Phillipp Parkway, LLC,
Route 38 Associates, LLC, 45 Newell Street Associates, LLC, Yarde Realty Company and Yarde Lot,
LLC, which resulted in the combining of these entities with Yarde Metals, Inc. for financial
reporting purposes. The effect of Yarde Metals, Inc. adopting FIN 46R related to 10160 Phillipp
Parkway, LLC, Route 38 Associates, LLC, 45 Newell Street Associates, LLC, Yarde Realty Company
and Yarde Lot, LLC as of July 1, 2005, is recorded as a cumulative effect of a change in
accounting principle of $512,580 in the accompanying combined statement of changes in retained
earnings and members’ equity as of
June 30, 2006.
NOTE 3 — TRADE RECEIVABLES
Trade receivables at June 30, 2006 consist of the following:
Open accounts receivable |
$ | 58,306,347 | ||
Less: Allowance for doubtful accounts |
1,703,556 | |||
Total Trade Receivables |
$ | 56,602,791 | ||
- 12 -
YARDE METALS, INC. AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 4 — NOTES PAYABLE — SHORT-TERM
On August 16, 2005, Yarde Metals refinanced its revolving line of credit, which was to expire on
December 31, 2007. Yarde Metals may borrow up to the sum of 85% of eligible trade receivables
and 65% of eligible inventory, to a maximum of $100,000,000. Interest for the year ended June
30, 2006 was payable at the current LIBOR Market Index rate or the bank’s one-month, three-month
or six-month LIBOR plus 1% (the LIBOR rate plus the applicable margin at June 30, 2006 was
6.33%). The line of credit also has an optional hedge that allows Yarde Metals to enter into an
interest rate swap agreement (see Note 6). This interest rate swap agreement was subsequently
terminated on July 19, 2006. The lines are secured by substantially all assets of Yarde Metals
and are personally guaranteed by the majority stockholders. The balance due on the line of
credit at June 30, 2006 was $75,347,402. As disclosed in Note 16, Yarde Metals was acquired by
Reliance Steel & Aluminum Co. on August 1, 2006. As a result of this transaction, the revolving
line of credit became due and payable on August 1, 2006.
NOTE 5 — LONG-TERM DEBT
Long-term debt at June 30, 2006 is summarized below: |
||||
Mortgage loan payable to Connecticut Development
Authority in monthly installments of $28,121 including
interest at 5.00% through March 2020, secured by
property and all improvements, a first priority lien
and security interest in all of the personal property
and fixtures, an assignment of leases and rentals with
respect to the premises, and assignment of all
contracts, permits, approvals and UCC filings of the
property in Southington, CT held by 45 Newell Street
Associates, LLC. The note contains personal guarantees
by the members and a corporate officer and a corporate
guarantee by Yarde Metals, Inc. |
$ | 3,516,013 | ||
Second mortgage loan payable to Banknorth, N.A. in monthly installments of $43,229 including
interest until the maturity date of April 1, 2016, the interest rate was fixed at 6.00%
through April 2004, at which time the interest rate was adjusted to the Three Year Federal
Home Loan Bank of Boston Classic Advance Rate plus the applicable margin. As of June 30, 2006,
the interest rate was 4.90% and is scheduled for adjustment on April 1, 2007, and every three
years thereafter until maturity. The mortgage is secured by property and all improvements, a
first priority lien and security interest in all of the personal property and |
- 13 -
YARDE METALS, INC. AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 5 — LONG-TERM DEBT (Continued)
fixtures, an assignment of leases and rentals with
respect to the premises, and assignment of all
contracts, permits, approvals and UCC filings of
property in Southington, CT held by 45 Newell Street
Associates, LLC. The note contains personal guarantees
by the members and a corporate officer. |
4,021,636 | |||
First mortgage loan payable to Banknorth, N.A. in
monthly installments of $17,034 including interest
until the maturity date of April 1, 2016, the interest
rate was fixed at 6.00% through April 2004, at which
time the interest rate was adjusted to the Three Year
Federal Home Loan Bank of Boston Classic Advance Rate
plus the applicable margin. As of June 30, 2006 the
interest was 4.90% and is scheduled for adjustment on
April 1, 2007, and every three years thereafter until
maturity. The mortgage is secured by property and all
improvements, a first priority lien and security
interest in all of the personal property and fixtures,
an assignment of leases and rentals with respect to the
premises, and assignment of all contracts, permits,
approvals and UCC filings of property in Southington,
CT held by 45 Newell Street, LLC. The note contains
personal guarantees by the members and a corporate
officer. |
1,575,153 | |||
First mortgage loan payable to Wachovia in monthly
installments, through April 2016, of $12,685 plus
interest at a rate of the bank’s one-month LIBOR plus
1.16% (6.33% at June 30, 2006), secured by property and
all improvements, a first priority lien and security
interest in all of the personal property and fixtures,
an assignment of leases and rentals with respect to the
premises, and assignment of all contracts, permits,
approvals and UCC filings of property in Streetsboro,
OH held by 10160 Phillipp Parkway, LLC. The note
contains personal guarantees by the members and a
corporate officer and a corporate guarantee by Yarde
Metals, Inc. |
1,416,765 |
- 14 -
YARDE METALS, INC. AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 5 — LONG-TERM DEBT (Continued)
Note payable to GE Capital Public Finance in monthly
installments of $26,687 including interest at 5.83%
through December 2014, secured by property and all
improvements, a first priority lien and security
interest in all of the personal property and fixtures,
an assignment of leases and rentals with respect to the
premises, and assignment of all contracts, permits,
approvals and UCC filings of property in Pelham, NH
held by Route 38 Associates, LLC. The note contains
personal guarantees by the members and a corporate
officer and a corporate guarantee by Yarde Metals, Inc. |
2,142,445 | |||
$2,500,000 equipment line of credit payable to Wachovia
with advances made at 80% of the invoice cost of the
equipment purchased over a draw period ending December
31, 2006. At that point this converts to a five-year
term loan. Interest only is paid during the draw
period. Once converted, 1/60th of the
principal balance plus interest at a rate of the bank’s
one-month, three-month or six-month LIBOR plus 1.00%
or the current LIBOR Market Index Rate plus 1.00%
(6.33% at June 30, 2006) will be payable monthly. The
note is secured by substantially all the assets of
Yarde Metals, Inc. and is personally guaranteed by the
majority stockholders. |
1,213,420 | |||
Note payable to GE Capital Public Finance at 5.83% with
monthly payments of interest only until June 2001, and
monthly payments of $9,890, including principal and
interest from June 2001 to June 2011. The note is
secured by equipment of Yarde Metals, Inc. |
366,860 | |||
Term loan for $8,500,000 payable to Wachovia used to
refinance certain existing term debt with forty-eight
equal monthly principal payments, through August 2009,
of $177,083 plus interest at a rate of the bank’s
one-month, three-month or six-month LIBOR plus 1.00% or
at Yarde Metals’ discretion the current LIBOR Market
Index Rate plus 1.00% (6.33% at
June 30, 2006). The note is secured by substantially
all the assets of Yarde Metals, Inc. and is personally
guaranteed by the majority stockholders. |
6,729,167 |
- 15 -
YARDE METALS, INC. AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 5 — LONG-TERM DEBT (Continued)
Mortgage loan payable to Banknorth, N.A. in monthly
installments of $12,961 including interest at 5.32%
through February 2009, secured by a second mortgage on
real property, a collateral assignment of leases and
rentals with respect to the premises in Southington, CT
held by 45 Newell Street Associates, LLC. The note
contains personal guarantees by the members and a
corporate officer. |
965,921 | |||
Mortgage loan payable to Connecticut Development
Authority in monthly installments of $11,609 including
interest at 7.40% through September 2008, secured by a
second mortgage on real property, a collateral
assignment of leases and rentals with respect to the
premises in Bristol, CT held by Yarde Realty Company.
The note contains personal guarantees by the members
and a corporate officer and a corporate guarantee by
Yarde Metals, Inc. |
248,222 | |||
| 22,195,602 | ||||
Less: Current maturities |
9,451,452 | |||
Total Long-Term Debt |
$ 12,744,150 | |||
The expected maturities of long-term debt are as follows:
| YEAR ENDING | ||||
| JUNE 30, | ||||
2007 |
$ | 9,448,408 | ||
2008 |
1,190,932 | |||
2009 |
2,909,809 | |||
2010 |
962,922 | |||
2011 |
1,031,002 | |||
Thereafter |
6,652,529 | |||
Total Long-Term Debt |
$ 22,195,602 |
Yarde Metals also has two Capex Notes with Wachovia that would allow Yarde Metals to borrow
$2,500,000 for each of the next two years starting January 2006. Interest only will be paid
during the draw period and principal of 1/60th of the converted amount plus interest
will be paid thereafter. Yarde Metals may choose to pay interest at a rate of the bank’s
one-month, three-month or six-month LIBOR plus 1.00% or the current LIBOR Market Index Rate plus 1.00%. Yarde Metals paid off its two Capex Notes in July 2006.
one-month, three-month or six-month LIBOR plus 1.00% or the current LIBOR Market Index Rate plus 1.00%. Yarde Metals paid off its two Capex Notes in July 2006.
- 16 -
YARDE METALS, INC. AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 5 — LONG-TERM DEBT (Continued)
The revolving and equipment lines of credit and the equipment note payable to Wachovia (Yarde
Metals’ major lender) contain various restrictive financial covenants with respect to
borrowings, working capital, tangible net worth, leverage, and debt service coverage. As of
June 30, 2006, Yarde Metals failed one of its required ratios.
As disclosed in Note 16, Yarde Metals was acquired by Reliance Steel & Aluminum Co. As a result
of this transaction, all debt with Yarde Metals’ lenders became due and payable on August 1,
2006. In addition, all security interests in Yarde Metals’ assets related to the debt were
released and all of its corporate guarantees were terminated. Therefore, all debt of Yarde
Metals is classified as a current liability as of June 30, 2006.
NOTE 6 — FAIR VALUE OF FINANCIAL INSTRUMENTS
SFAS No. 107 “Disclosures about Fair Value of Financial Instruments,” requires disclosure of the
following information about the fair value of certain financial instruments for which it is
practical to estimate that value. For purposes of the following disclosure, the fair value of a
financial instrument is the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced sale or liquidation. The estimated
fair values of the Company’s financial instruments at June 30, 2006 are as follows:
| Carrying | Fair Market | |||||||
| Value | Value | |||||||
Assets: |
||||||||
Cash and cash equivalents |
$ | 8,847,642 | $ | 8,847,642 | ||||
Trade receivables including
non-current portion |
56,602,791 | 56,602,791 | ||||||
Employee loans receivable |
155,839 | 120,003 | ||||||
Liabilities: |
||||||||
Notes payable including
related party notes |
(90,122,211 | ) | (88,946,880 | ) | ||||
Long-term debt |
(22,195,603 | ) | (20,497,282 | ) | ||||
Fair values were determined as follows:
The carrying amount of cash and cash equivalents approximates fair value due to the
short-term maturities of these instruments.
The carrying amount of accounts receivable approximate fair value since the receivables are
shown net of an allowance for uncollectible amounts.
- 17 -
YARDE METALS, INC. AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 6 — FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)
The fair value of employee loans receivable is based on current rates offered by local
lending institutions for notes with similar characteristics. The employee loans receivable
bear interest at 2.5% per annum, are secured by real estate, and have terms requiring weekly
payments of principal and interest over a period of up to ten years.
Fair values of notes payable approximate their carrying values based on quoted market prices
for those or similar instruments.
Fair values of notes payable – related parties are based on current rates offered by local
lending institutions for notes with similar characteristics. The notes bear interest at 4%
per annum and have terms requiring principal and interest payments due June 30, 2010.
Fair values of long-term debt are based on current rates at which the Company could borrow
funds at similar remaining maturities.
Yarde Metals and 10160 Phillipp entered into interest rate swap agreements on November 30,
2004 and December 29, 2003, respectively, to control the impact of changes in interest rates
on their floating and fixed rate long-term debt. At June 30, 2006, Yarde Metals had one
interest rate swap agreement with a commercial bank having a total notional principal amount
of $20,000,000 with an interest rate of 7.03% from November 30, 2004 through May 30, 2005
changing to 3.70% effective May 31, 2005 until the termination date. On July 19, 2006,
Yarde Metals terminated the swap agreement, which was to mature on November 30, 2009. At
June 30, 2006, 10160 Phillipp had one interest rate swap agreement with a commercial bank
having a total notional principal amount of $1,600,000 with an interest rate of 4.96%. The
interest rate swap agreement of 10160 Phillipp matures on December 29, 2008. The Company is
exposed to credit loss in the event of non-performance by the other party to the interest
rate swap agreements. However, the Company does not anticipate non-performance by the
counter party. The fair market value of the swap agreements at June 30, 2006 was
$1,143,955.
NOTE 7 — LEASES
Yarde Metals leases vehicles, equipment, office, and warehouse space under various agreements
expiring on dates through 2017. Various office and warehouse facilities are leased from related
entities (as described in Note 1), which have common ownership. In accordance with the
provisions of FIN 46R (as described in Note 2) the rent expense incurred with these common
ownership, or variable interest entities, is eliminated for combined financial statement
purposes.
Rent expense relating to vehicle and equipment leases amounted to approximately $1,378,558 for
the year ended June 30, 2006. Rent expense relating to office and warehouse leases amounted to
approximately $4,354,148, for the year ended June 30, 2006, of which $2,689,640 was eliminated
for combined financial statement purposes as it was paid to the related entities.
- 18 -
YARDE METALS, INC. AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 7 – LEASES (Continued)
Future minimum payments under operating leases at June 30, 2006 are as follows:
| NON-AFFILIATES | ||||||||
| YEAR ENDING | OFFICES AND | VEHICLES AND | ||||||
| JUNE 30, | WAREHOUSING | EQUIPMENT | ||||||
2007 |
$ | 1,930,876 | $ | 1,506,008 | ||||
2008 |
1,906,026 | 1,324,428 | ||||||
2009 |
1,966,813 | 1,059,364 | ||||||
2010 |
782,874 | 697,865 | ||||||
2011 |
514,178 | 386,225 | ||||||
Thereafter |
3,166,935 | 208,835 | ||||||
Total |
$ | 10,267,702 | $ | 5,182,725 | ||||
NOTE 8 — CONTINGENCIES AND COMMITMENTS
Yarde Metals’ loan and security agreement with its major lender contains financial covenants
with respect to borrowings, working capital, tangible net worth, leverage, cash flow and
interest coverage. In addition, the agreement restricts fixed asset purchases and does not
allow the payment of cash dividends, except as provided for in the agreement. There is no
requirement to maintain compensating balances under the agreement; however, Yarde Metals is
required to pay a facility fee of 1/4 of 1% per calendar quarter on the excess of the average
daily maximum amount of the revolving credit minus the average daily outstanding principal
amount of the revolving credit loans during such quarter.
The Company maintains cash in bank accounts, which, at times, may exceed federally insured
limits. The Company has not experienced any losses in such accounts. The Company believes it is
not exposed to any significant credit risk on such accounts. As of June 30, 2006, the aggregate
cash balances at the financial institutions used by the Company exceeded the federally insured
limit of $100,000 by $11,679,788.
On June 30, 2006, Yarde Metals had placed deposits totaling $157,546, to be applied to the
purchase of various pieces of equipment with an estimated aggregate cost of $1,094,478.
NOTE 9 — RELATED PARTY TRANSACTIONS
Yarde Metals has unsecured notes due to stockholders and their family members with interest
computed at 4% for the fiscal year ended June 30, 2006. Certain amounts of these notes are
subordinated to the bank debt. These loans were due June 30, 2010; however, as a result of the
shareholders’ selling their stock (as disclosed in Note 16), all outstanding debt with Yarde
Metals’ stockholders was repaid on August 1, 2006. Interest expense on these loans for the year
ended June 30, 2006 was $884,295.
- 19 -
YARDE METALS, INC. AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 9 — RELATED PARTY TRANSACTIONS (Continued)
Yarde Metals leases various office and warehouse facilities from entities that have common
ownership, as discussed in Notes 1 and 7.
NOTE 10 — COMMON STOCK TRANSACTIONS
Yarde Metals is authorized to issue 20,000 shares of $0.10 par value common stock, of which
15,000 shares were issued and outstanding on June 30, 2006.
NOTE 11 — PROFIT SHARING AND EMPLOYEE BENEFITS
Yarde Metals sponsors a 401(k) profit sharing plan covering substantially all full-time
employees who are not required to fulfill a service waiting period and may enter the plan
quarterly on January 1, April 1, July 1 and October 1 of each year. Eligible employees may
contribute between 1% and 50% of their annual compensation. Yarde Metals may make a
discretionary qualified matching employer contribution up to 50% of the employees’ contribution
up to 10% of their annual compensation. The matching contribution was 50% for the year ended
June 30, 2006.
In
addition, Yarde Metals maintains a discretionary profit sharing plan for employees who are employed on the first and last day of the plan year and have provided one year or 1,000
hours of service. Contributions to the plan are discretionary and are allocated based on
participants’ compensation. Yarde Metals did not make discretionary profit sharing
contributions for the year ended June 30, 2006.
Total profit sharing expense (401(k) match) for the year ended June 30, 2006 was $1,175,713.
NOTE 12 — SUPPLEMENTARY CASH FLOW INFORMATION
The Company uses the indirect method when presenting its cash flows from operating activities in
the Combined Statement of Cash Flows. Therefore, the Company is required to disclose the
following information:
Interest paid |
$ | 5,395,676 | ||
Income taxes paid (including prepayments) |
$ | 160,751 |
The Company is also required to disclose non-cash investing and financing activities not
included in the Combined Statement of Cash Flows.
- 20 -
YARDE METALS, INC. AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 12 — SUPPLEMENTARY CASH FLOW INFORMATION (Continued)
On August 16, 2005, Yarde Metals refinanced its existing equipment loans that resulted in the
following non-cash transaction:
Term loan |
$ | 8,500,000 | ||
Existing Long-term
debt repayment |
(8,199,153 | ) | ||
Cash received |
$ | 300,847 | ||
During the year ended June 30, 2006, the Company recorded a prior-period adjustment in the
amount of $684,198 relating to an error in accrued compensation, as described in Note 15.
During the year ended June 30, 2006, the Company recorded an adjustment in the amount of
$512,580 relating to a cumulative effect of a change in accounting principle, as described in
Note 2.
During the year ended June 30, 2006, the Company recorded an unrealized gain of $837,174
relating to the interest rate swap agreements.
NOTE 13 — DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
As disclosed in Note 6, the Company has two interest rate swap contracts which are derivative
financial instruments for the purpose of hedging the risk of cash flows caused by movements in
the interest rates.
The Company’s purpose in entering into these swap arrangements is to hedge against the risk of
interest rate increases on the related variable rate debts. Accordingly, the swap arrangements
are classified as cash flow hedging activities and represent derivative financial instruments.
These derivative financial instruments are not held for trading purposes. The Company accounts
for these derivative financial instruments in accordance with
Statement of Financial Accounting Standards No. 133, as amended by SFAS No. 137 and SFAS No. 138.
Accordingly, the derivative financial instruments are reflected on the combined balance sheet at
their fair values. Since these instruments are classified as hedging activities, changes in the
fair values of these instruments are recognized as components of other comprehensive income. The
effective portion of the gain or loss on the derivative instruments is reported initially as a
component of “Accumulated Other Comprehensive Income” (AOCI) and subsequently recognized in
earnings when the forecasted transaction affects earnings. Any amounts excluded from the
assessment of hedge effectiveness, as well as the ineffective portion of the hedge, are reported
in earnings immediately.
Adoption of SFAS No. 133 resulted in the Company recording a derivative instrument asset in the
amount of $1,143,955 at June 30, 2006. The Company anticipates volatility in AOCI from its cash
flow hedges. The amount of volatility will vary with the level of derivative activities and
market conditions during any period.
- 21 -
YARDE METALS, INC. AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 14 – INCOME TAXES
The Company reports on a fiscal year, and is required to pay a deposit to the Internal Revenue
Service as described in Note 2. The amount on deposit was $2,184,517 as of June 30, 2006.
The components of state income tax expense for the period ended June 30, 2006 consist of current
taxes payable of $70,989.
NOTE 15 – PRIOR-PERIOD ADJUSTMENTS
An error resulting in an understatement of accrued compensated absences was discovered during
the current year. Accordingly, an adjustment of $684,198 was made during the year ended June
30, 2006 to reflect the balance due as of July 1, 2005. A corresponding entry was made to
reduce retained earnings. A state income tax effect on the restatement was not made since the
state income tax effect was not considered material.
Relating to the effects of FIN 46R, as described in Note 2, the Company recorded an adjustment
in the amount of $512,580 relating to a cumulative effect of a change in accounting principle.
NOTE 16 – SUBSEQUENT EVENT
On August 1, 2006, the Company’s stockholders sold all of their shares to Reliance Steel
& Aluminum Co. As a result of this transaction, Yarde Metals became a
subsidiary of Reliance Steel & Aluminum Co. through their wholly-owned subsidiary RSAC
Management Corp. As part of the transaction, all outstanding debt with Yarde Metals’
stockholders and their current lenders was repaid. In addition, all security interests in Yarde
Metals’ assets related to the debt were released and all of its corporate guarantees were
terminated.
- 22 -
SUPPLEMENTARY FINANCIAL INFORMATION
- 23 -
YARDE METALS, INC. AND AFFILIATES
COMBINED SCHEDULE OF COST OF REVENUE
FOR THE YEAR ENDED JUNE 30, 2006
COMBINED SCHEDULE OF COST OF REVENUE
FOR THE YEAR ENDED JUNE 30, 2006
Inventory, beginning of year |
$ | 81,690,999 | ||||||
Purchases |
271,088,026 | |||||||
Direct labor |
25,698,067 | |||||||
Supplies |
4,534,885 | |||||||
Trucking, leasing and expense |
3,855,532 | |||||||
Medical insurance and reimbursement plan |
2,597,723 | |||||||
Payroll taxes |
2,271,813 | |||||||
Depreciation and amortization |
2,130,669 | |||||||
Utilities |
1,819,167 | |||||||
Rent |
1,556,482 | |||||||
Maintenance and repairs |
945,036 | |||||||
Profit sharing expense |
644,596 | |||||||
Freight-in |
239,182 | |||||||
Equipment leasing |
210,276 | |||||||
Purchased services |
109,517 | |||||||
Blades and sharpening |
68,881 | |||||||
| 399,460,851 | ||||||||
Less: Inventory, end of year |
81,782,552 | |||||||
Total Cost of Revenue |
$ | 317,678,299 | ||||||
- 24 -
YARDE METALS, INC. AND AFFILIATES
COMBINED SCHEDULE OF SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
FOR THE YEAR ENDED JUNE 30, 2006
COMBINED SCHEDULE OF SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
FOR THE YEAR ENDED JUNE 30, 2006
Administrative and clerical salaries |
$ | 15,670,563 | ||||||
General insurance |
2,403,465 | |||||||
Freight-out |
2,248,179 | |||||||
Payroll taxes |
1,733,246 | |||||||
Medical insurance and reimbursement plan |
1,493,870 | |||||||
Sales commissions |
1,450,269 | |||||||
Entertainment and travel |
1,346,802 | |||||||
Depreciation and amortization |
1,278,513 | |||||||
Automobile leasing and expenses |
674,722 | |||||||
Bad debts and collection |
615,196 | |||||||
Office supplies and expense |
601,924 | |||||||
Telephone |
584,937 | |||||||
Repairs and maintenance |
575,476 | |||||||
Profit sharing expense |
531,117 | |||||||
Banking fees |
482,997 | |||||||
Property taxes |
385,120 | |||||||
Professional services |
378,542 | |||||||
Advertising |
331,474 | |||||||
Employee relations |
246,303 | |||||||
Postage |
171,341 | |||||||
Computer supplies |
169,725 | |||||||
Dues and subscriptions |
137,197 | |||||||
Miscellaneous and other expense |
123,974 | |||||||
Employee training |
120,695 | |||||||
Rent |
108,026 | |||||||
Utilities |
67,917 | |||||||
Donations |
61,136 | |||||||
Total Selling, General and
Administrative Expenses |
$ | 33,992,726 | ||||||
- 25 -
YARDE METALS, INC. AND AFFILIATES
COMBINING BALANCE SHEET
JUNE 30, 2006
COMBINING BALANCE SHEET
JUNE 30, 2006
ASSETS
| YARDE | 10160 PHILLIPP | ROUTE 38 | 45 NEWELL STREET | YARDE REALTY | ELIMINATING | |||||||||||||||||||||||||||
| METALS, INC. | PARKWAY, LLC | ASSOCIATES, LLC | ASSOCIATES, LLC | COMPANY | YARDE LOT, LLC | ENTRIES | COMBINED | |||||||||||||||||||||||||
CURRENT ASSETS |
||||||||||||||||||||||||||||||||
Cash and cash equivalents |
$ | 8,612,910 | $ | 17,293 | $ | 36,031 | $ | 135,942 | $ | 18,506 | $ | 26,960 | $ | — | $ | 8,847,642 | ||||||||||||||||
Trade receivables |
56,602,791 | — | — | — | — | — | — | 56,602,791 | ||||||||||||||||||||||||
Employee loans receivable |
23,572 | — | — | — | — | — | — | 23,572 | ||||||||||||||||||||||||
Inventory |
81,782,552 | — | — | — | — | — | — | 81,782,552 | ||||||||||||||||||||||||
Prepaid expenses |
1,465,464 | — | — | — | — | — | — | 1,465,464 | ||||||||||||||||||||||||
Total Current Assets |
148,487,289 | 17,293 | 36,031 | 135,942 | 18,506 | 26,960 | — | 148,722,021 | ||||||||||||||||||||||||
PROPERTY AND EQUIPMENT |
||||||||||||||||||||||||||||||||
Land |
— | 344,675 | 507,443 | 1,625,932 | 241,656 | 185,545 | — | 2,905,251 | ||||||||||||||||||||||||
Buildings |
— | 1,534,689 | 4,380,075 | 13,560,003 | 3,300,623 | — | — | 22,775,390 | ||||||||||||||||||||||||
Machinery and equipment |
23,488,523 | — | — | — | — | — | — | 23,488,523 | ||||||||||||||||||||||||
Office furnishings and equipment |
5,693,517 | — | — | — | — | — | — | 5,693,517 | ||||||||||||||||||||||||
Motor vehicles |
2,329,145 | — | — | — | — | — | — | 2,329,145 | ||||||||||||||||||||||||
Leasehold improvements |
1,052,295 | — | — | — | — | — | — | 1,052,295 | ||||||||||||||||||||||||
| 32,563,480 | 1,879,364 | 4,887,518 | 15,185,935 | 3,542,279 | 185,545 | — | 58,244,121 | |||||||||||||||||||||||||
Less accumulated depreciation |
16,192,535 | 95,918 | 538,384 | 1,451,158 | 1,341,363 | — | — | 19,619,358 | ||||||||||||||||||||||||
Total Property and Equipment |
16,370,945 | 1,783,446 | 4,349,134 | 13,734,777 | 2,200,916 | 185,545 | — | 38,624,763 | ||||||||||||||||||||||||
OTHER ASSETS |
||||||||||||||||||||||||||||||||
Employee loans receivable, net of current portion |
132,267 | — | — | — | — | — | — | 132,267 | ||||||||||||||||||||||||
Federal tax deposit to retain fiscal year |
2,184,517 | — | — | — | — | — | — | 2,184,517 | ||||||||||||||||||||||||
Derivative swap obligation |
1,091,169 | 52,786 | — | — | — | — | — | 1,143,955 | ||||||||||||||||||||||||
Deposits |
388,075 | 326 | — | — | — | 47 | — | 388,448 | ||||||||||||||||||||||||
Loan closing costs, net of amortization |
61,503 | — | 36,458 | 31,509 | — | — | — | 129,470 | ||||||||||||||||||||||||
Total Other Assets |
3,857,531 | 53,112 | 36,458 | 31,509 | — | 47 | — | 3,978,657 | ||||||||||||||||||||||||
Total Assets |
$ | 168,715,765 | $ | 1,853,851 | $ | 4,421,623 | $ | 13,902,228 | $ | 2,219,422 | $ | 212,552 | $ | — | $ | 191,325,441 | ||||||||||||||||
-26-
LIABILITIES AND EQUITY
| YARDE | 10160 PHILLIPP | ROUTE 38 | 45 NEWELL STREET | YARDE REALTY | ELIMINATING | |||||||||||||||||||||||||||
| METALS, INC. | PARKWAY, LLC | ASSOCIATES, LLC | ASSOCIATES, LLC | COMPANY | YARDE LOT, LLC | ENTRIES | COMBINED | |||||||||||||||||||||||||
CURRENT LIABILITIES |
||||||||||||||||||||||||||||||||
Notes payable — Short-term |
$ | 75,347,402 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 75,347,402 | ||||||||||||||||
Current maturities of long-term debt |
8,309,447 | 82,854 | 200,642 | 733,384 | 125,126 | — | — | 9,451,453 | ||||||||||||||||||||||||
Notes payable — Related parties |
14,774,809 | — | — | — | — | — | — | 14,774,809 | ||||||||||||||||||||||||
Accounts payable |
23,349,161 | — | — | — | — | — | — | 23,349,161 | ||||||||||||||||||||||||
Accrued compensation |
8,789,568 | — | — | — | — | — | — | 8,789,568 | ||||||||||||||||||||||||
Accrued taxes and expenses |
9,098,732 | — | — | 2,500 | — | — | — | 9,101,232 | ||||||||||||||||||||||||
Total Current Liabilities |
139,669,119 | 82,854 | 200,642 | 735,884 | 125,126 | — | — | 140,813,625 | ||||||||||||||||||||||||
LONG-TERM DEBT, NET OF CURRENT PORTION |
— | 1,333,911 | 1,941,803 | 9,345,340 | 123,096 | — | — | 12,744,150 | ||||||||||||||||||||||||
Total Liabilities |
139,669,119 | 1,416,765 | 2,142,445 | 10,081,224 | 248,222 | — | — | 153,557,775 | ||||||||||||||||||||||||
EQUITY |
||||||||||||||||||||||||||||||||
Common stock |
1,500 | — | — | — | — | — | — | 1,500 | ||||||||||||||||||||||||
Additional paid-in capital |
10,028,500 | — | — | — | — | — | — | 10,028,500 | ||||||||||||||||||||||||
Retained earnings |
17,925,477 | — | — | — | — | — | — | 17,925,477 | ||||||||||||||||||||||||
Members’/Partners’ equity |
— | 384,300 | 2,279,178 | 3,821,004 | 1,971,200 | 212,552 | 8,668,234 | |||||||||||||||||||||||||
Accumulated other comprehensive income |
1,091,169 | 52,786 | — | — | — | — | — | 1,143,955 | ||||||||||||||||||||||||
Total Equity |
29,046,646 | 437,086 | 2,279,178 | 3,821,004 | 1,971,200 | 212,552 | — | 37,767,666 | ||||||||||||||||||||||||
Total Liabilities and Equity |
$ | 168,715,765 | $ | 1,853,851 | $ | 4,421,623 | $ | 13,902,228 | $ | 2,219,422 | $ | 212,552 | $ | — | $ | 191,325,441 | ||||||||||||||||
-27-
YARDE METALS, INC. AND AFFILIATES
COMBINING STATEMENT OF INCOME
FOR THE YEAR ENDED JUNE 30, 2006
COMBINING STATEMENT OF INCOME
FOR THE YEAR ENDED JUNE 30, 2006
| YARDE | 10160 PHILLIPP | ROUTE 38 | 45 NEWELL STREET | YARDE REALTY | ELIMINATING | |||||||||||||||||||||||||||
| METALS, INC. | PARKWAY, LLC | ASSOCIATES, LLC | ASSOCIATES, LLC | COMPANY | YARDE LOT, LLC | ENTRIES | COMBINED | |||||||||||||||||||||||||
REVENUE |
||||||||||||||||||||||||||||||||
Net sales |
$ | 386,104,556 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 386,104,556 | ||||||||||||||||
Rental income |
— | 229,760 | 365,413 | 1,859,027 | 241,440 | 24,000 | (2,689,640 | ) | 30,000 | |||||||||||||||||||||||
Total Revenue |
386,104,556 | 229,760 | 365,413 | 1,859,027 | 241,440 | 24,000 | (2,689,640 | ) | 386,134,556 | |||||||||||||||||||||||
COST OF REVENUE |
320,056,179 | — | — | — | — | — | (2,377,880 | ) | 317,678,299 | |||||||||||||||||||||||
Gross Profit |
66,048,377 | 229,760 | 365,413 | 1,859,027 | 241,440 | 24,000 | (311,760 | ) | 68,456,257 | |||||||||||||||||||||||
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES |
33,693,609 | 39,277 | 114,512 | 371,123 | 85,470 | 495 | (311,760 | ) | 33,992,726 | |||||||||||||||||||||||
Income from Operations |
32,354,768 | 190,483 | 250,901 | 1,487,904 | 155,970 | 23,505 | — | 34,463,531 | ||||||||||||||||||||||||
OTHER INCOME (EXPENSE) |
||||||||||||||||||||||||||||||||
Interest and dividend income |
5,679 | — | — | — | — | — | — | 5,679 | ||||||||||||||||||||||||
Gain on sale of assets |
15,164 | — | — | — | — | — | — | 15,164 | ||||||||||||||||||||||||
Other income |
45,753 | — | — | — | — | — | — | 45,753 | ||||||||||||||||||||||||
Shareholder compensation |
(17,221,000 | ) | — | — | — | — | — | — | (17,221,000 | ) | ||||||||||||||||||||||
Compensation related to the sale |
(9,137,005 | ) | — | — | — | — | — | — | (9,137,005 | ) | ||||||||||||||||||||||
Interest expense |
(4,731,050 | ) | (73,427 | ) | (119,607 | ) | (524,996 | ) | (23,080 | ) | — | — | (5,472,160 | ) | ||||||||||||||||||
| (31,022,459 | ) | (73,427 | ) | (119,607 | ) | (524,996 | ) | (23,080 | ) | — | — | (31,763,569 | ) | |||||||||||||||||||
Income before Provision for
Income and Other Taxes |
1,332,309 | 117,056 | 131,294 | 962,908 | 132,890 | 23,505 | — | 2,699,962 | ||||||||||||||||||||||||
PROVISION FOR INCOME AND OTHER TAXES |
89,857 | — | — | 250 | — | 250 | — | 90,357 | ||||||||||||||||||||||||
Net Income |
$ | 1,242,452 | $ | 117,056 | $ | 131,294 | $ | 962,658 | $ | 132,890 | $ | 23,255 | $ | — | $ | 2,609,605 | ||||||||||||||||
-28-
YARDE METALS, INC. AND AFFILIATES
COMBINING STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED JUNE 30, 2006
COMBINING STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED JUNE 30, 2006
| YARDE | 10160 PHILLIPP | ROUTE 38 | 45 NEWELL STREET | YARDE REALTY | ELIMINATING | |||||||||||||||||||||||||||
| METALS, INC. | PARKWAY, LLC | ASSOCIATES, LLC | ASSOCIATES, LLC | COMPANY | YARDE LOT, LLC | ENTRIES | COMBINED | |||||||||||||||||||||||||
NET INCOME |
$ | 1,242,452 | $ | 117,056 | $ | 131,294 | $ | 962,658 | $ | 132,890 | $ | 23,255 | $ | — | $ | 2,609,605 | ||||||||||||||||
OTHER COMPREHENSIVE INCOME |
||||||||||||||||||||||||||||||||
Interest rate swap adjustment |
784,388 | 52,786 | — | — | — | — | — | 837,174 | ||||||||||||||||||||||||
Total Comprehensive Income |
$ | 2,026,840 | $ | 169,842 | $ | 131,294 | $ | 962,658 | $ | 132,890 | $ | 23,255 | $ | — | $ | 3,446,779 | ||||||||||||||||
-29-
YARDE METALS, INC. AND AFFILITATES
COMBINING STATEMENT OF CHANGES IN RETAINED EARNINGS AND MEMBERS’/PARTNERS’ EQUITY
FOR THE YEAR ENDED JUNE 30, 2006
COMBINING STATEMENT OF CHANGES IN RETAINED EARNINGS AND MEMBERS’/PARTNERS’ EQUITY
FOR THE YEAR ENDED JUNE 30, 2006
| YARDE | 10160 PHILLIPP | ROUTE 38 | 45 NEWELL STREET | YARDE REALTY | ELIMINATING | |||||||||||||||||||||||||||
| METALS, INC. | PARKWAY, LLC | ASSOCIATES, LLC | ASSOCIATES, LLC | COMPANY | YARDE LOT, LLC | ENTRIES | COMBINED | |||||||||||||||||||||||||
Balances, June 30, 2005, as previously
reported |
$ | 16,861,753 | $ | 399,686 | $ | 2,197,884 | $ | 3,458,346 | $ | 1,930,020 | $ | 189,297 | $ | — | $ | 25,036,986 | ||||||||||||||||
Adjustment for understatement of
accrued
compensation |
(684,198 | ) | — | — | — | — | — | — | (684,198 | ) | ||||||||||||||||||||||
Balances, June 30, 2005 |
16,177,555 | 399,686 | 2,197,884 | 3,458,346 | 1,930,020 | 189,297 | — | 24,352,788 | ||||||||||||||||||||||||
Cumulative effect of change in
accounting
principle due to
adoption of FIN 46R
on
July 1, 2005 |
512,580 | — | — | — | — | — | — | 512,580 | ||||||||||||||||||||||||
Net income |
1,242,452 | 117,056 | 131,294 | 962,658 | 132,890 | 23,255 | — | 2,609,605 | ||||||||||||||||||||||||
Dividends paid |
(7,110 | ) | — | — | — | — | — | — | (7,110 | ) | ||||||||||||||||||||||
Members’/Partners’ draw |
— | (132,442 | ) | (50,000 | ) | (600,000 | ) | (91,710 | ) | — | — | (874,152 | ) | |||||||||||||||||||
Balances, June 30, 2006 |
$ | 17,925,477 | $ | 384,300 | $ | 2,279,178 | $ | 3,821,004 | $ | 1,971,200 | $ | 212,552 | $ | — | $ | 26,593,711 | ||||||||||||||||
-30-
YARDE METALS, INC.
STATEMENT OF CHANGES IN RETAINED EARNINGS
FOR THE YEAR ENDED JUNE 30, 2006
STATEMENT OF CHANGES IN RETAINED EARNINGS
FOR THE YEAR ENDED JUNE 30, 2006
| Accumulated | ||||||||||||||||||||
| Additional | Other | |||||||||||||||||||
| Common | Paid-in | Retained | Comprehensive | |||||||||||||||||
| Stock | Capital | Earnings | Income | Total | ||||||||||||||||
Balances, June 30, 2005, as previously
reported |
$ | 1,500 | $ | 10,028,500 | $ | 16,861,753 | $ | 306,781 | $ | 27,198,534 | ||||||||||
Adjustment for understatement of
accrued
compensation |
— | — | (684,198 | ) | — | (684,198 | ) | |||||||||||||
Balances, June 30, 2005 |
1,500 | 10,028,500 | 16,177,555 | 306,781 | 26,514,336 | |||||||||||||||
Cumulative effect of change in
accounting
principle due to
adoption of FIN 46R
on
July 1, 2005 |
— | — | 512,580 | — | 512,580 | |||||||||||||||
Net income |
— | — | 1,242,452 | — | 1,242,452 | |||||||||||||||
Dividends paid |
— | — | (7,110 | ) | — | (7,110 | ) | |||||||||||||
Other comprehensive income |
— | — | — | 784,388 | 784,388 | |||||||||||||||
Balances, June 30, 2006 |
$ | 1,500 | $ | 10,028,500 | $ | 17,925,477 | $ | 1,091,169 | $ | 29,046,646 | ||||||||||
-31-
10160 PHILLIPP PARKWAY, LLC
STATEMENT OF CHANGES IN MEMBERS’ EQUITY
FOR THE YEAR ENDED JUNE 30, 2006
STATEMENT OF CHANGES IN MEMBERS’ EQUITY
FOR THE YEAR ENDED JUNE 30, 2006
| Accumulated | ||||||||||||
| Other | ||||||||||||
| Members’ | Comprehensive | |||||||||||
| Equity | Income | Total | ||||||||||
Balances, June 30, 2005 |
$ | 399,686 | $ | — | $ | 399,686 | ||||||
Net income |
117,056 | — | 117,056 | |||||||||
Members’ draw |
(132,442 | ) | — | (132,442 | ) | |||||||
Other comprehensive income |
— | 52,786 | 52,786 | |||||||||
Balances, June 30, 2006 |
$ | 384,300 | $ | 52,786 | $ | 437,086 | ||||||
-32-
YARDE METALS, INC. AND AFFILIATES
COMBINING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED JUNE 30, 2006
COMBINING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED JUNE 30, 2006
| YARDE | 10160 PHILLIPP | ROUTE 38 | 45 NEWELL STREET | YARDE REALTY | ELIMINATING | |||||||||||||||||||||||||||
| METALS, INC. | PARKWAY, LLC | ASSOCIATES, LLC | ASSOCIATES, LLC | COMPANY | YARDE LOT, LLC | ENTRIES | COMBINED | |||||||||||||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||||||||||||||||||||||||||
Net income |
$ | 1,242,452 | $ | 117,056 | $ | 131,294 | $ | 962,658 | $ | 132,890 | $ | 23,255 | $ | — | $ | 2,609,605 | ||||||||||||||||
Adjustments to reconcile net income to net
cash provided by operating activities: |
||||||||||||||||||||||||||||||||
Depreciation and amortization |
2,809,136 | 38,512 | 113,791 | 366,908 | 80,755 | 80 | — | 3,409,182 | ||||||||||||||||||||||||
Gain on sale of assets |
(15,164 | ) | — | — | — | — | — | — | (15,164 | ) | ||||||||||||||||||||||
Increase in allowance for
doubtful accounts |
91,594 | — | — | — | — | — | — | 91,594 | ||||||||||||||||||||||||
(Increase) decrease in operating assets: |
||||||||||||||||||||||||||||||||
Trade receivables |
(10,621,002 | ) | — | — | — | — | — | — | (10,621,002 | ) | ||||||||||||||||||||||
Inventory |
(91,553 | ) | — | — | — | — | — | — | (91,553 | ) | ||||||||||||||||||||||
Prepaid expenses |
(797,054 | ) | — | — | — | — | — | — | (797,054 | ) | ||||||||||||||||||||||
Federal tax deposit |
(151,188 | ) | — | — | — | — | — | — | (151,188 | ) | ||||||||||||||||||||||
Deposits |
(137,904 | ) | — | — | — | — | — | — | (137,904 | ) | ||||||||||||||||||||||
Loan closing costs, net of amortization |
(41,867 | ) | — | — | — | — | — | — | (41,867 | ) | ||||||||||||||||||||||
Increase (decrease) in operating liabilities: |
||||||||||||||||||||||||||||||||
Accounts payable |
1,074,913 | — | — | — | — | — | — | 1,074,913 | ||||||||||||||||||||||||
Accrued compensation |
2,023,545 | — | — | — | — | — | — | 2,023,545 | ||||||||||||||||||||||||
Accrued taxes and expenses |
7,525,615 | — | — | — | — | — | — | 7,525,615 | ||||||||||||||||||||||||
Net Cash Provided by Operating Activities |
2,911,523 | 155,568 | 245,085 | 1,329,566 | 213,645 | 23,335 | — | 4,878,722 | ||||||||||||||||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||||||||||||||||||||||||||
Repayment from employees, net |
15,841 | — | — | — | — | — | — | 15,841 | ||||||||||||||||||||||||
Proceeds from sale of assets |
227,191 | — | — | — | — | — | — | 227,191 | ||||||||||||||||||||||||
Purchases of property and equipment |
(4,406,723 | ) | — | — | — | (68,178 | ) | — | — | (4,474,901 | ) | |||||||||||||||||||||
Net Cash Used in Investing Activities |
(4,163,691 | ) | — | — | — | (68,178 | ) | — | — | (4,231,869 | ) | |||||||||||||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||||||||||||||||||||||||||
Net proceeds from notes payable — Short-term |
17,267,000 | — | — | — | — | — | — | 17,267,000 | ||||||||||||||||||||||||
Proceeds from long-term borrowing |
3,182,173 | — | — | — | — | — | — | 3,182,173 | ||||||||||||||||||||||||
Repayment of long-term debt |
(3,489,090 | ) | (78,796 | ) | (173,947 | ) | (691,139 | ) | (116,226 | ) | — | — | (4,549,198 | ) | ||||||||||||||||||
Repayment of related party notes |
(9,092,037 | ) | — | — | — | — | — | — | (9,092,037 | ) | ||||||||||||||||||||||
Dividends paid |
(7,110 | ) | — | — | — | — | — | — | (7,110 | ) | ||||||||||||||||||||||
Members’/Partners’ draw |
— | (132,442 | ) | (50,000 | ) | (600,000 | ) | (91,660 | ) | — | — | (874,102 | ) | |||||||||||||||||||
Net Cash Provided by (Used in) Financing Activities |
7,860,936 | (211,238 | ) | (223,947 | ) | (1,291,139 | ) | (207,886 | ) | — | — | 5,926,726 | ||||||||||||||||||||
Net increase (decrease) in cash and cash equivalents |
6,608,768 | (55,670 | ) | 21,138 | 38,427 | (62,419 | ) | 23,335 | — | 6,573,579 | ||||||||||||||||||||||
Cash and cash equivalents at beginning of year |
2,004,142 | 72,963 | 14,893 | 97,515 | 80,925 | 3,625 | — | 2,274,063 | ||||||||||||||||||||||||
Cash and Cash Equivalents at End of Year |
$ | 8,612,910 | $ | 17,293 | $ | 36,031 | $ | 135,942 | $ | 18,506 | $ | 26,960 | $ | — | $ | 8,847,642 | ||||||||||||||||
- 33 -
YARDE METALS, INC. AND AFFILIATES
COMBINING SCHEDULE OF COST OF REVENUE
FOR THE YEAR ENDED JUNE 30, 2006
COMBINING SCHEDULE OF COST OF REVENUE
FOR THE YEAR ENDED JUNE 30, 2006
| YARDE | 10160 PHILLIPP | ROUTE 38 | 45 NEWELL STREET | YARDE REALTY | ELIMINATING | |||||||||||||||||||||||||||
| METALS, INC. | PARKWAY, LLC | ASSOCIATES, LLC | ASSOCIATES, LLC | COMPANY | YARDE LOT, LLC | ENTRIES | COMBINED | |||||||||||||||||||||||||
Inventory, beginning of year |
$ | 81,690,999 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 81,690,999 | ||||||||||||||||
Purchases |
271,088,026 | — | — | — | — | — | — | 271,088,026 | ||||||||||||||||||||||||
Direct labor |
25,698,067 | — | — | — | — | — | — | 25,698,067 | ||||||||||||||||||||||||
Supplies |
4,534,885 | — | — | — | — | — | — | 4,534,885 | ||||||||||||||||||||||||
Trucking, leasing and expense |
3,855,532 | — | — | — | — | — | — | 3,855,532 | ||||||||||||||||||||||||
Medical insurance and reimbursement plan |
2,597,723 | — | — | — | — | — | — | 2,597,723 | ||||||||||||||||||||||||
Payroll taxes |
2,271,813 | — | — | — | — | — | — | 2,271,813 | ||||||||||||||||||||||||
Depreciation and amortization |
2,130,669 | — | — | — | — | — | — | 2,130,669 | ||||||||||||||||||||||||
Utilities |
1,819,167 | — | — | — | — | — | — | 1,819,167 | ||||||||||||||||||||||||
Rent |
3,934,362 | — | — | — | — | — | (2,377,880 | ) | 1,556,482 | |||||||||||||||||||||||
Maintenance and repairs |
945,036 | — | — | — | — | — | — | 945,036 | ||||||||||||||||||||||||
Profit sharing expense |
644,596 | — | — | — | — | — | — | 644,596 | ||||||||||||||||||||||||
Freight-in |
239,182 | — | — | — | — | — | — | 239,182 | ||||||||||||||||||||||||
Equipment leasing |
210,276 | — | — | — | — | — | — | 210,276 | ||||||||||||||||||||||||
Purchased services |
109,517 | — | — | — | — | — | — | 109,517 | ||||||||||||||||||||||||
Blades and sharpening |
68,881 | — | — | — | — | — | — | 68,881 | ||||||||||||||||||||||||
| 401,838,731 | — | — | — | — | — | (2,377,880 | ) | 399,460,851 | ||||||||||||||||||||||||
Less: Inventory, end of year |
81,782,552 | — | — | — | — | — | — | 81,782,552 | ||||||||||||||||||||||||
Total Cost of Revenue |
$ | 320,056,179 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | (2,377,880 | ) | $ | 317,678,299 | |||||||||||||||
- 34 -
YARDE METALS, INC. AND AFFILIATES
COMBINING SCHEDULE OF SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
FOR THE YEAR ENDED JUNE 30, 2006
COMBINING SCHEDULE OF SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
FOR THE YEAR ENDED JUNE 30, 2006
| YARDE | 10160 PHILLIPP | ROUTE 38 | 45 NEWELL STREET | YARDE REALTY | ELIMINATING | |||||||||||||||||||||||||||
| METALS, INC. | PARKWAY, LLC | ASSOCIATES, LLC | ASSOCIATES, LLC | COMPANY | YARDE LOT, LLC | ENTRIES | COMBINED | |||||||||||||||||||||||||
Administrative and clerical salaries |
$ | 15,670,563 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 15,670,563 | ||||||||||||||||
General insurance |
2,403,465 | — | — | — | — | — | — | 2,403,465 | ||||||||||||||||||||||||
Freight-out |
2,248,179 | — | — | — | — | — | — | 2,248,179 | ||||||||||||||||||||||||
Payroll taxes |
1,733,246 | — | — | — | — | — | — | 1,733,246 | ||||||||||||||||||||||||
Medical insurance and reimbursement plan |
1,493,870 | — | — | — | — | — | — | 1,493,870 | ||||||||||||||||||||||||
Sales commissions |
1,450,269 | — | — | — | — | — | — | 1,450,269 | ||||||||||||||||||||||||
Entertainment and travel |
1,346,802 | — | — | — | — | — | — | 1,346,802 | ||||||||||||||||||||||||
Depreciation and amortization |
678,467 | 38,512 | 113,791 | 366,908 | 80,755 | 80 | — | 1,278,513 | ||||||||||||||||||||||||
Automobile leasing and expenses |
674,722 | — | — | — | — | — | — | 674,722 | ||||||||||||||||||||||||
Bad debts and collection |
615,196 | — | — | — | — | — | — | 615,196 | ||||||||||||||||||||||||
Office supplies and expense |
601,695 | 75 | 100 | — | 44 | 10 | — | 601,924 | ||||||||||||||||||||||||
Telephone |
584,937 | — | — | — | — | — | — | 584,937 | ||||||||||||||||||||||||
Repairs and maintenance |
572,851 | — | — | 2,625 | — | — | — | 575,476 | ||||||||||||||||||||||||
Profit sharing expense |
531,117 | — | — | — | — | — | — | 531,117 | ||||||||||||||||||||||||
Banking fees |
482,997 | — | — | — | — | — | — | 482,997 | ||||||||||||||||||||||||
Property taxes |
381,329 | — | — | — | 3,791 | — | — | 385,120 | ||||||||||||||||||||||||
Professional services |
374,356 | 690 | 621 | 1,590 | 880 | 405 | — | 378,542 | ||||||||||||||||||||||||
Advertising |
331,474 | — | — | — | — | — | — | 331,474 | ||||||||||||||||||||||||
Employee relations |
246,303 | — | — | — | — | — | — | 246,303 | ||||||||||||||||||||||||
Postage |
171,341 | — | — | — | — | — | — | 171,341 | ||||||||||||||||||||||||
Computer supplies |
169,725 | — | — | — | — | — | — | 169,725 | ||||||||||||||||||||||||
Dues and subscriptions |
137,197 | — | — | — | — | — | — | 137,197 | ||||||||||||||||||||||||
Miscellaneous and other expense |
123,974 | — | — | — | — | — | — | 123,974 | ||||||||||||||||||||||||
Employee training |
120,695 | — | — | — | — | — | — | 120,695 | ||||||||||||||||||||||||
Rent |
419,786 | — | — | — | — | — | (311,760 | ) | 108,026 | |||||||||||||||||||||||
Utilities |
67,917 | — | — | — | — | — | — | 67,917 | ||||||||||||||||||||||||
Donations |
61,136 | — | — | — | — | — | — | 61,136 | ||||||||||||||||||||||||
Total Selling, General and
Administrative Expenses |
$ | 33,693,609 | $ | 39,277 | $ | 114,512 | $ | 371,123 | $ | 85,470 | $ | 495 | $ | (311,760 | ) | $ | 33,992,726 | |||||||||||||||
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