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8-K/A - 8-K/A - LIQUIDITY SERVICES INCa11-30325_18ka.htm
EX-23.1 - EX-23.1 - LIQUIDITY SERVICES INCa11-30325_1ex23d1.htm
EX-99.2 - EX-99.2 - LIQUIDITY SERVICES INCa11-30325_1ex99d2.htm
EX-99.4 - EX-99.4 - LIQUIDITY SERVICES INCa11-30325_1ex99d4.htm

Exhibit 99.3

 

Jacobs Trading LLC’s

Salvage Business

Financial Statements

December 31, 2010, 2009 and 2008

 



 

Jacobs Trading LLC’s Salvage Business

Index

December 31, 2010, 2009 and 2008

 

 

Page(s)

 

 

Report of Independent Auditors

1

 

 

Financial Statements

 

 

 

Balance Sheets, as of December 31, 2010 and 2009

2

 

 

Statements of Operations, for the years ended December 31, 2010, 2009 and 2008

3

 

 

Statements of Business Unit Equity, for the years ended December 31, 2010, 2009 and 2008

4

 

 

Statements of Cash Flows, for the years ended December 31, 2010, 2009 and 2008

5

 

 

Notes to Financial Statements

6–11

 



 

Report of Independent Auditors

 

To the Board of Directors and Members of
Jacobs Trading LLC

 

In our opinion, the accompanying balance sheets and the related statements of operations, business unit equity and cash flows present fairly, in all material respects, the financial position of Jacobs Trading LLC’s Salvage Business (the “Company”), a component of Jacobs Trading LLC, at December 31, 2010 and 2009, and the results of its operations and its cash flows for each of the three years ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.  We conducted our audits of these statements 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

 

/s/ Pricewaterhouse Coopers LLP

 

Minneapolis, Minnesota

 

September 23, 2011

 

1



 

Jacobs Trading LLC’s Salvage Business

Balance Sheets

December 31, 2010 and 2009

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

859,256

 

$

5,088,556

 

Accounts receivable, net

 

3,164,160

 

1,467,230

 

Inventories

 

7,739,587

 

6,286,481

 

Prepaid expenses and other assets

 

229,339

 

249,098

 

Total current assets

 

11,992,342

 

13,091,365

 

Property and equipment, net

 

1,030,840

 

1,089,247

 

Total assets

 

$

13,023,182

 

$

14,180,612

 

Liabilities

 

 

 

 

 

Current liabilities

 

 

 

 

 

Line of credit

 

$

7,100,000

 

$

4,165,556

 

Accounts payable

 

1,583,460

 

800,983

 

Accrued liabilities

 

2,733,665

 

2,352,737

 

Total liabilities

 

11,417,125

 

7,319,276

 

Commitments and contingencies

 

 

 

 

 

Business Unit Equity

 

1,606,057

 

6,861,336

 

Total liabilities and business unit equity

 

$

13,023,182

 

$

14,180,612

 

 

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

 

2



 

Jacobs Trading LLC’s Salvage Business

Statements of Operations

Years Ended December 31, 2010 and 2009 and 2008

 

 

 

2010

 

2009

 

2008

 

 

 

 

 

 

 

 

 

Net sales

 

$

65,255,837

 

$

49,554,748

 

$

40,472,730

 

Cost of goods sold

 

39,218,640

 

31,456,984

 

30,656,839

 

Gross margin

 

26,037,197

 

18,097,764

 

9,815,891

 

Operating expenses

 

 

 

 

 

 

 

Technology and operations

 

2,849,134

 

2,949,085

 

3,190,178

 

Sales and marketing

 

1,332,162

 

1,244,704

 

862,181

 

General and administrative

 

4,964,042

 

3,808,814

 

3,503,553

 

Depreciation and amortization

 

210,310

 

131,477

 

52,485

 

Total operating expenses

 

9,355,648

 

8,134,080

 

7,608,397

 

Operating income

 

16,681,549

 

9,963,684

 

2,207,494

 

Interest expense

 

(101,057

)

(262,693

)

 

Net income

 

$

16,580,492

 

$

9,700,991

 

$

2,207,494

 

 

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

 

3


 


 

Jacobs Trading LLC’s Salvage Business

Statements of Business Unit Equity

Years Ended December 31, 2010, 2009 and 2008

 

 

 

Total

 

 

 

Business Unit

 

 

 

Equity

 

 

 

 

 

Balance at December 31, 2007

 

$

10,749,991

 

 

 

 

 

Net income

 

2,207,494

 

Equity-based compensation expense (Note 6)

 

159,709

 

Distributions to members of Jacobs Trading LLC

 

(3,044,483

)

Net transfers from Jacobs Trading LLC

 

3,494,383

 

Balance at December 31, 2008

 

13,567,094

 

 

 

 

 

Net income

 

9,700,991

 

Equity-based compensation expense (Note 6)

 

410,000

 

Retirement of Jacobs Trading LLC member interest

 

(154,205

)

Distributions to members of Jacobs Trading LLC

 

(5,248,598

)

Net transfers to Jacobs Trading LLC

 

(11,413,946

)

Balance at December 31, 2009

 

6,861,336

 

 

 

 

 

Net income

 

16,580,492

 

Equity-based compensation expense (Note 6)

 

1,340,000

 

Retirement of Jacobs Trading LLC member interest

 

(1,600,000

)

Distributions to members of Jacobs Trading LLC

 

(6,573,163

)

Net transfers to Jacobs Trading LLC

 

(15,002,608

)

Balance at December 31, 2010

 

$

1,606,057

 

 

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

 

4



 

Jacobs Trading LLC’s Salvage Business

Statements of Cash Flows

Years Ended December 31, 2010, 2009 and 2008

 

 

 

2010

 

2009

 

2008

 

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

 

Net income

 

$

16,580,492

 

$

9,700,991

 

$

2,207,494

 

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

 

 

 

 

 

 

 

Depreciation and amortization

 

277,504

 

193,857

 

111,762

 

Noncash equity-based compensation expense

 

1,340,000

 

410,000

 

159,709

 

Provisions for bad debt expense

 

38,250

 

119,572

 

342,500

 

Write-down of inventory to recoverable value

 

90,000

 

 

 

Loss on disposal of property and equipment

 

 

11,473

 

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

Accounts receivable

 

(1,735,180

)

154,885

 

(200,297

)

Inventories

 

(1,543,106

)

2,759,040

 

(1,762,626

)

Prepaid expenses and other assets

 

19,759

 

145,625

 

(132,648

)

Accounts payable

 

782,477

 

(4,796

)

(22,304

)

Accrued liabilities

 

380,928

 

792,048

 

8,893

 

Net cash provided by operating activities

 

16,231,124

 

14,282,695

 

712,483

 

Cash flows from investing activities

 

 

 

 

 

 

 

Purchase of property and equipment

 

(219,097

)

(1,096,372

)

(126,552

)

Proceeds from sale of property and equipment

 

 

20,000

 

 

Net cash used in investing activities

 

(219,097

)

(1,076,372

)

(126,552

)

Cash flows from financing activities

 

 

 

 

 

 

 

Distributions to members of Jacobs Trading LLC

 

(6,573,163

)

(5,248,598

)

(3,044,483

)

Net transfers (to) from Jacobs Trading LLC

 

(15,002,608

)

(11,413,946

)

3,494,383

 

Payments on line of credit

 

(27,415,556

)

20,900,000

 

 

Borrowings on line of credit

 

30,350,000

 

(16,734,444

)

 

Retirement of member interest

 

(1,600,000

)

(154,205

)

 

Net cash (used in) provided by financing activities

 

(20,241,327

)

(12,651,193

)

449,900

 

(Decrease) increase in cash and cash equivalents

 

(4,229,300

)

555,130

 

1,035,831

 

Cash and cash equivalents

 

 

 

 

 

 

 

Beginning of year

 

5,088,556

 

4,533,426

 

3,497,595

 

End of year

 

$

859,256

 

$

5,088,556

 

$

4,533,426

 

Supplemental information

 

 

 

 

 

 

 

Cash paid for interest

 

$

87,513

 

$

230,378

 

$

 

 

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

 

5



 

Jacobs Trading LLC’s Salvage Business

Notes to Financial Statements

Years Ended December 31, 2010, 2009 and 2008

 

1.                            Organization and Basis of Presentation

 

Jacobs Trading LLC (“Jacobs”) is a limited liability company with headquarters in Hopkins, Minnesota.  On September 1, 2011, Jacobs Trading LLC entered into an agreement to sell its Salvage Business (the “Company”).  The Company provides a single-source solution to retail, mail order and manufacturing entities with problem inventories resulting from closeouts, excess merchandise and customer returns.  The Company sells to wholesalers, outlet stores and secondary retail stores located primarily in North America and sells directly to customers over the Internet.  The Company also operates value-added processing centers in Appleton, Minnesota; Taft, Oklahoma; Las Vegas, Nevada; Sneads, Florida; Mexia, Texas; Marlin, Texas; East Flat Rock, North Carolina; Olean, New York; and Salamanca, New York.  The processing facilities are used to inspect, sort, deface and repackage goods for sale.

 

These financial statements reflect the historical financial position, results of operations and cash flow of the Salvage Business to be transferred by Jacobs as if the carve out had occurred prior to the periods presented.  Prior to the separation, Jacobs has not accounted for the Company as, and Company was not operated as, a stand-alone company for the periods presented.  The Company’s historical financial statements have been carved out from Jacobs’ financial statements and reflect assumptions and allocations made by Jacobs.  The financial statements do not fully reflect what the Company’s financial position, results of operations and cash flows would have been had the Company been a stand-alone company during the periods presented.  As a result, historical financial information is not necessarily indicative of what results of operations, financial position and cash flow will be in the future.

 

2.                            Summary of Significant Accounting Policies

 

Cash and Cash Equivalents

 

The Company considers all investments purchased with an original maturity of three months or less to be cash equivalents.  The Company maintains cash deposits which at times may exceed federally insured limits.  The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk in cash and cash equivalents.

 

Accounts Receivable

 

Accounts receivable consist primarily of amounts due from customers, net of an allowance for doubtful accounts.  When determining the allowance for doubtful accounts, the Company takes several factors into consideration including the overall composition of accounts receivable aging, prior history of accounts receivable write-offs, the type of customer and knowledge of specific customers.

 

Inventories

 

Inventories are stated at the lower of cost or market.  Cost is determined using the first-in, first-out method.  Inventories consist principally of purchased merchandise.  Write-downs are recorded for estimated excess and obsolete inventories based primarily on forecasts of product demand and historical experience.

 

6



 

Jacobs Trading LLC’s Salvage Business

Notes to Financial Statements

Years Ended December 31, 2010, 2009 and 2008

 

Property and Equipment

 

Property and equipment are recorded at cost and depreciated over their estimated useful lives of 3 to 7 years using the straight-line method.  Depreciation of leasehold improvements is recorded on a straight-line basis over the estimated useful lives of the asset or the lease term, whichever is shorter.  The cost and related accumulated depreciation or amortization of assets sold or otherwise disposed of is removed from the related accounts with resulting gains or losses included in operations.  Major renewals and betterments are capitalized while maintenance and repairs are charged to expense as incurred.

 

Impairment of Long-Lived Assets

 

The Company reviews long-lived assets for impairment whenever events or circumstances indicate that the carrying value of such assets may not be fully recoverable.  An impairment is evaluated based on the sum of undiscounted estimated future cash flows expected to result from use of an asset (asset group) compared to its carrying value.  If impairment is recognized, the carrying value of the impaired asset (asset group) is reduced to its fair value, based on discounted estimated future cash flows.

 

Business Unit Equity

 

Business unit equity refers to the net assets of the Company and is impacted by cumulative net earnings of the Company, distributions to member’s of Jacobs and compensation expense recorded on notes receivable issued by Jacobs in exchange membership units.  In addition, business unit equity includes certain asset and liability transfers and payments between the Company and Jacobs.  The total net effect of the settlement of these transactions is reflected in the statements of business unit equity as net transfers (to) from Jacobs Trading LLC and in statements of cash flows as a financing activity.

 

Revenue Recognition

 

The Company recognizes revenue when ownership and risk of loss passes to the customer and collectability is reasonably assured.  This criterion is generally met at the time the product is shipped.  The Company records estimated discounts, rebates and returns in the same period revenue is recognized based on estimated and historical experience.  Amounts billed to customers related to shipping and handling are reported as revenue, and the costs incurred are reported as cost of sales.

 

Income Taxes

 

Jacobs is a limited liability company.  Net income or loss is passed through to the members and reported on their individual tax returns.  Distributions to members of Jacobs are made annually equal to an estimate of the income tax liability due by the members arising out of their share of income passed through from Jacobs.  The Company records income taxes under the tax status of Jacobs.

 

Fair Value of Financial Instruments

 

Financial instruments include trade receivables, accounts payable, accrued liabilities and debt.  Management believes that the fair value of its financial instruments approximate their carrying value due to the short-term nature of these instruments and other market factors.  The fair value of debt is estimated to approximate carrying value given the debt’s interest rates and other market factors.

 

7



 

Jacobs Trading LLC’s Salvage Business

Notes to Financial Statements

Years Ended December 31, 2010, 2009 and 2008

 

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.

 

Subsequent Events

 

The Company evaluated events occurring between the end of the most recent fiscal year and September 23, 2011, the date the financial statements were available to be issued.

 

3.                            Recent Accounting Pronouncements

 

New Accounting Pronouncements

 

In January 2010, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2010-6, Improving Disclosures About Fair Value Measurements, that amends existing disclosure requirements under ASC 820 by adding required disclosures about items transferring into and out of levels 1 and 2 in the fair value hierarchy; adding separate disclosures about purchases, sales, issuances, and settlements relative to level 3 measurements; and clarifying, among other things, the existing fair value disclosures about the level of disaggregation.  For the Company, this ASU was effective for the first quarter of 2010, except for the requirement to provide level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which is effective beginning the first quarter of 2011.  Its adoption did not have a material impact on the Company’s results of operations or financial condition.

 

4.                            Selected Financial Statement Information

 

Accounts Receivable, Net

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Accounts receivable

 

$

3,354,469

 

$

1,697,640

 

Less: Allowance for doubtful accounts

 

(190,309

)

(230,410

)

 

 

$

3,164,160

 

$

1,467,230

 

 

Accounts receivable outstanding from one customer accounted for 22% of the Company’s accounts receivable balance as of December 31, 2010.  Another customer accounted for 11% and 12% of total accounts receivable as of December 31, 2010 and 2009, respectively.  Two other customers accounted for 11%, and 10%, respectively, of the Company’s accounts receivable balance as of December 31, 2009.

 

Inventories

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Inventory

 

$

8,102,524

 

$

6,644,019

 

Less: Valuation reserves

 

(362,937

)

(357,538

)

 

 

$

7,739,587

 

$

6,286,481

 

 

8



 

Jacobs Trading LLC’s Salvage Business

Notes to Financial Statements

Years Ended December 31, 2010, 2009 and 2008

 

Property and Equipment, Net

 

 

 

Useful Life
(Years)

 

2010

 

2009

 

 

 

 

 

 

 

 

 

Leasehold improvements

 

Lessor of 7 or lease term

 

$

800,217

 

$

774,332

 

Furniture and fixtures

 

7

 

631,552

 

556,948

 

Office equipment

 

3-7

 

347,724

 

344,315

 

Construction in process

 

 

 

115,338

 

139

 

 

 

 

 

1,894,831

 

1,675,734

 

 

 

 

 

 

 

 

 

Less: Accumulated depreciation and amortization

 

 

 

(863,991

)

(586,487

)

Property and equipment, net

 

 

 

$

1,030,840

 

$

1,089,247

 

 

Accrued Liabilities

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Payroll and incentive-related

 

$

1,079,425

 

$

1,034,738

 

Management fees

 

121,998

 

537,678

 

Freight

 

316,582

 

354,128

 

In-transit inventory

 

694,255

 

115,375

 

Other

 

521,405

 

310,818

 

 

 

$

2,733,665

 

$

2,352,737

 

 

5.                            Line of Credit

 

Jacobs has a Line of Credit Agreement (“Credit Agreement”) that provides for a revolving line of credit up to $20,000,000, which expires on September 30, 2011.  The Company periodically utilizes the line of credit for certain cash flow needs.  The line of credit bears interest at a rate equal to 5.00% over the 30-day LIBOR rate.  Jacobs had outstanding borrowings under this facility of $7,100,000 and $4,165,556 at December 31, 2010 and 2009, respectively.  Included within the line of credit is a commitment to provide a $6,000,000 letter of credit to support a related party.

 

Under the credit agreement, Jacobs is required to meet certain financial covenants including a minimum level of net worth; minimum cash flow leverage ratio; and a limit on investment in a consolidated subsidiary.  Jacobs was in compliance with covenants for the periods presented.  This agreement includes subjective acceleration clauses which permit the financial institution to accelerate the due date under certain circumstances, including, but not limited to, material adverse effects on the Jacobs’ financial status or otherwise.

 

6.                            Related Party Transactions

 

Management and Other Fees Paid to Related Parties

Pursuant to a Management Services Agreement, the Company paid Jacobs Management Corporation (“JMC”), an entity affiliated with the Company through common ownership, fees of $1,078,000, $528,600 and $390,000 in 2010, 2009 and 2008, respectively.  Additionally, the Company made an additional payment of $22,000 in 2010 and $400,000 in 2009 and 2008 to JMC for new merchandise program development and sales related services.  All expenses recognized for JMC are included in general and administrative expenses on the accompanying statements of operations.

 

9



 

Jacobs Trading LLC’s Salvage Business

Notes to Financial Statements

Years Ended December 31, 2010, 2009 and 2008

 

Notes Receivable for Purchase of Equity

Jacobs has promissory notes receivable from certain membership unit holders arising from their membership unit purchases in 2002 and 2004.  The notes receivable are recorded as a reduction of equity and bear interest of 5%.  There were no principal payments received on the notes receivable during 2010 or 2009.  Jacobs’ Board of Directors approved the forgiveness of interest aggregating $14,757, $15,256 and $15,297 during 2010, 2009 and 2008, respectively, which was recorded as compensation expense.  Membership units for which notes receivable remain outstanding are subject to recognition of noncash compensation expense for changes in the underlying estimated fair value of the Jacob’s membership units through the date the notes receivable have been paid in full.

 

During 2010, Jacobs issued 250,000 membership units to officers of the Company at a price of $4.00 per share which were financed with promissory notes maturing December 2012 at the per annum rate of 0.79%.  The estimated fair market value of the shares issued was calculated at $9.00 per share.  As a result, the Company has recognized compensation expense for the difference between the market value and the purchase price of the units.  Additional compensation expense was recorded to recognize the difference in interest expense from a presumed market rate of 5% versus the 0.79% provided in the promissory notes.

 

Although the legal entity holding these notes is Jacobs and not the carved-out business, these notes relate to employees that provide services to Jacobs Trading LLC’s salvage operations.  As a result, the compensation expense has been pushed down to the Company.  During 2010, 2009 and 2008, $1,340,000, $410,000 and $159,709, respectively, compensation expense was recognized on membership units purchased with promissory notes.

 

The Company made a payment of $15,000 to one director of Jacobs for services in 2010.  During both 2010 and 2009, the Company recognized $100,000, respectively for consulting services performed by a director which is included in selling, general and administrative expenses on the accompanying statement of operations.  The fees recognized in 2010 were included in accrued expenses at December 31, 2010, and paid in 2011.

 

7.                            Commitments and Contingencies

 

Operating Leases

The Company leases certain equipment and property under operating leases with expiration dates through 2014.  Rental expense under these leases was $845,468, $926,902 and $864,188 for the years ended December 31, 2010, 2009 and 2008, respectively.

 

The following is a schedule of future minimum lease payments required under all noncancellable operating leases at December 31, 2010:

 

2011

 

$

647,008

 

2012

 

647,008

 

2013

 

647,008

 

2014

 

215,369

 

 

 

$

2,156,393

 

 

10



 

Jacobs Trading LLC’s Salvage Business

Notes to Financial Statements

Years Ended December 31, 2010, 2009 and 2008

 

Purchase Contract with a Significant Vendor

The Company has an agreement with a third party supplier to purchase customer-returned merchandise, damaged merchandise and certain specified excess merchandise at stated prices.  The agreement is subject to annual renewal by both parties.  Purchases from this supplier aggregated approximately $28,656,284, $16,077,705 and $18,664,038 for the years ended December 31, 2010, 2009 and 2008, respectively.  The Company’s accounts payable balance with this vendor was $495,699 and $85,540 at December 31, 2010 and 2009, respectively.

 

Legal

The Company is a defendant in legal proceedings arising in the ordinary course of business.  Although the outcome of these matters cannot be determined, in the opinion of management and outside counsel, disposition of these proceedings will not have a material effect on the Company’s financial position, results of operations or cash flows.

 

8.                          Significant Customers

 

One customer accounted for 16% and 12% of the Company’s total net sales for the years ended December 31, 2010 and 2009, respectively.  Another customer accounted for 14% of total net sales for the year ended December 31, 2010.

 

9.                          Employee Benefit Plans

 

Jacobs sponsors a defined contribution plan covering the Company’s employees that are at least 21 years old and work a minimum of six months with the Company.  The plan allows participants to make contributions by salary reduction pursuant to section 401(k) of the Internal Revenue Code.  The Company contributes a matching amount equal to 25% of the first 6% of the employees’ annual income.  The Company contributed $23,433, $19,276 and $19,966 to the plan for the period ended December 31, 2010, 2009 and 2008, respectively.

 

11