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8-K/A - FORM 8-K/A - ARTS WAY MANUFACTURING CO INCartw20130221_8ka.htm
EX-23 - EXHIBIT 23.1 - ARTS WAY MANUFACTURING CO INCartw20130221_8kaex23-1.htm
EX-99 - EXHIBIT 99.3 - ARTS WAY MANUFACTURING CO INCartw20130221_8kaex99-3.htm
EX-99 - EXHIBIT 99.1 - ARTS WAY MANUFACTURING CO INCartw20130221_8kaex99-1.htm

Exhibit 99.2

 

 

Unaudited Financial Statements of Universal Harvester Co., Inc.

 

Universal Harvester Co., Inc.

Balance Sheet

Unaudited


 

March 31, 2012

March 31, 2011

Assets

Current assets:

                 
 

Cash

  $ 5,672   $ 21,101
 

Accounts receivable-customers, net of allowance for doubtful accounts of $4,570 and $1,500 in 2012 and 2011, respectively

    595,937     546,464
 

Inventories, net

    1,035,016     1,083,333
 

Other current assets

    20,595     27,597
   

Total current assets

    1,657,221     1,678,494

Property, plant, and equipment, net

    646,499     688,769
   

Total assets

  $ 2,303,720   $ 2,367,263

Liabilities and Stockholders’ Equity

               

Current liabilities:

                 
 

Current portion of term debt

  $ 65,914   $ 52,048
 

Accounts payable

    115,620     311,855
 

Loans from shareholders

    180,000     220,556
 

Capital lease obligations

    5,915     14,642
 

Accrued expenses

    79,260     93,834
   

Total current liabilities

    446,708     692,934

Long-term liabilities

                 
 

Line of credit

    415,000     525,000
 

Term debt, excluding current portion

    934,079     1,005,169
   

Total liabilities

    1,795,787     2,233,103

Stockholders’ equity:

                 
 

Common stock – $100.00 par value. Authorized 2,500 shares; 36 shares issued and outstanding

    3,598     3,598
 

Treasury stock

    (362,490 )     (362,490 )
 

Additional paid-in capital

    1,838     1,838
 

Retained earnings

    864,987     491,214
   

Total stockholders’ equity

    507,933     134,160
   

Total liabilities and stockholders’ equity

  $ 2,303,720   $ 2,367,263

Please see notes to financial statements.

 
 

 

 

Universal Harvester Co., Inc.

Statement of Operations

Three Months Ended March 31, 2012 and March 31, 2011

Unaudited

     

Three Months Ended

Three Months Ended

                     
     

March 31,

March 31,

     

2011

2011

Net sales

$ 1,300,287   $ 940,039

Cost of goods sold

  918,005     652,580
   

Gross profit

    382,283     287,459

Expenses:

             
 

General, administrative, and selling

  84,048     94,518
   

Total expense

    84,048     94,518
   

Income from operations

    298,234     192,941
                     
 

Interest expense

  (17,993 )     (10,339 )
   

Total other income (expense)

    (17,993 )     (10,339 )
   

Net income

  $ 280,241   $ 182,602
                     
                     

Net income per share:

             
 

Basic net income per share

$ 7,784   $ 5,072
 

Diluted net income per share

$ 7,784   $ 5,072
 

Weighted average outstanding shares used to compute basic net income per share

  36     36
 

Weighted average outstanding shares used to compute diluted net income per share

  36     36

 

 Please see notes to financial statements.

 

 
 

 

 

Universal Harvester Co., Inc.

Statement of Cash Flow

Three Months Ended March 31, 2012 and March 31, 2011

Unaudited


             

March 31,

March 31,

             

2012

2011

Cash flows from operations:

               
 

Net income

  $ 280,241   $ 182,602
 

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

               
     

Depreciation expense

    19,645     18,564
     

Changes in assets and liabilities:

               
       

(Increase) decrease in:

               
         

Accounts receivable

    (200,000 )     (351,635 )
         

Inventories

    (97,225 )     (153,364 )
         

Other current assets

    (13,097 )     (13,283 )
       

Increase (decrease) in:

               
         

Accounts payable

    (55,903 )     255,389
         

Accrued expenses

    (7,980 )     (13,570 )
           

Net cash provided by operating activities

    (74,319 )     (75,297 )

Cash flows from investing activities:

               
 

Purchases of property, plant, and equipment

    (11,940 )     -
           

Net cash (used in) investing activities

    (11,940 )     -

Cash flows from financing activities:

               
 

Proceeds from line of credit borrowings

    -     525,000
 

Repayments of line of credit

    (15,000 )     (2,800 )
 

Payments of notes payable to bank

    (21,486 )     (155,428 )
 

Payments of notes payable to lender

    -     (1,450,000 )
 

Payments of capital leases

    (2,310 )     (2,063 )
 

Proceeds from term debt

    -     1,075,000
 

Proceeds from stock holder debt

    -     217,000
 

Distributions to stock holders

    -     (216,555 )
           

Net cash (used in) provided by financing activities

    (38,796 )     (9,846 )
           

Net increase (decrease) in cash

    (125,055 )     (85,143 )

Cash at beginning of period

    130,727     106,244

Cash at end of period

  $ 5,672   $ 21,101
                             

Supplemental disclosures of cash flow information:

               
 

Cash paid/(received) during the period for:

               
   

Interest

  $ 50,211   $ 16,737
   

Income taxes

    -     -
 

Please see notes to financial statements.

 

 
 

 

 

 Universal Harvester Co., Inc.

Notes to Financial Statements

 

(1)

Summary of Significant Accounting Policies

 

Statement Presentation

 

The foregoing financial statements of the Company are unaudited and reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim periods.

 

(2)

Allowance for Doubtful Accounts

 

A summary of the Company’s activity in the allowance for doubtful accounts is as follows for the three months ended March 31, 2012 and March 31, 2011:

 

 

March 31, 2012

March 31, 2011

Balance, beginning

  $ 4,570   $ 476

Provision charged to expense

    -     1,403

Less amounts charged-off

    -     (379 )

Balance, ending

  $ 4,570   $ 1,500

 

(3)

Inventories

 

As of March 31, 2012 and March 31, 2011 our major classes of inventory are:

 

 

March 31, 2012

March 31, 2011

Raw materials

  $ 1,096,073   $ 1,144,390

Work in process

    -     -

Finished goods

    -     -
    $ 1,096,073   $ 1,144,390

Less: Reserves

    (61,057 )     (61,057 )
    $ 1,035,016   $ 1,083,333

 

(4)

Property, Plant, and Equipment

 

As of March 31, 2012 and March 31, 2011 our major classes of property, plant, and equipment are:

 

 

March 31, 2012

March 31, 2011

Land

  $ 35,000   $ 35,000

Buildings and improvements

    783,858     783,858

Manufacturing machinery and equipment

    591,799     591,799

Trucks and automobiles

    21,740     9,800

Furniture and fixtures

    40,493     40,493
      1,472,890     1,460,950

Less accumulated depreciation

    (826,391 )     (772,181 )

Property, plant and equipment

  $ 646,499   $ 688,769

 

Depreciation expense totaled $19,645 for the fiscal quarter ended March 31, 2012 and $18,564 for the fiscal quarter ended March 31, 2011.

 

 

 
 

 

 

(5)     Accrued Expenses

 

As of March 31, 2012 and March 31, 2011 our major components of accrued expenses are:

 

 

March 31, 2012

March 31, 2011

Accrued Property Taxes

  $ 31,926   $ 32,027

Accrued Warranty Costs

    22,143     23,770

Salaries, wages, and related costs

    17,770     31,957

Other

    7,421     6,080
    $ 79,260   $ 93,834

 

(6)

Product Warranty

 

The Company offers warranties of various lengths to its customers depending on the specific product and terms of the customer purchase agreement. The average length of the warranty period is 1 year from date of purchase. The Company’s warranties require it to repair or replace defective products during the warranty period at no cost to the customer. The Company records a liability for estimated costs that may be incurred under its warranties. The costs are estimated based on historical experience and any specific warranty issues that have been identified. Although historical warranty costs have been within expectations, there can be no assurance that future warranty costs will not exceed historical amounts.

 

Changes in the Company’s product warranty liability for the quarters ended March 31, 2012 and March 31, 2011 are as follows:

 

 

March 31, 2012

March 31, 2011

Balance, beginning

  $ 22,143   $ 24,313

Settlements made in cash or in-kind

    -     16,783

Warranties issued

    -     (17,326 )

Balance, ending

  $ 22,143   $ 23,770

 

(7)

Loan and Credit Agreements

 

The Company has a $725,000 revolving line of credit with US Bank (the “Line of Credit”) which is scheduled to mature on January 31, 2014.  Effective January 31, 2011, the Company executed the Line of Credit with US Bank.  The Line of Credit is renewable with advances funding the Company’s working capital and letter of credit needs.  The interest rate is .25% plus US Bank’s prime interest rate, adjusted daily, with a minimum rate of 4.00%.  As of March 31, 2012 and March 31, 2011, the interest rate was the minimum of 4.0%. Monthly interest-only payments are required and the unpaid principal is due on the maturity date.  As of March 31, 2012 and March 31, 2011, the Company had borrowed $415,000 and $525,000, respectively, against the Line of Credit.  The available amounts remaining on the Line of Credit was $310,000 on March 31, 2012.  The borrowing base limits advances to the lesser of the “Reducing loan amounts” as provided below or the current Borrowing Base. The Borrowing Base limits advances to 80% of the face amount of accounts receivable less than 60 days and 50% of borrowers cost of inventory. The Company’s obligations under the Line of Credit are evidenced by a Revolving Credit Agreement (Agreement) effective January 31, 2011 and certain other ancillary documents.

 

Line of Credit Reducing Loan Amounts

Amount

Dates

$725,000

January 31, 2011 thru January 24, 2012

$625,000

January 25, 2012 thru January 24, 2013

$525,000

January 25, 2014 thru January 24, 2014

$425,000

January 25, 2014 thru January 31, 2014

 

 
 

 

 

On January 31, 2011, the Company obtained a term loan from US Bank in the amount of $876,000 (the “Term Loan 1”). The loan had an outstanding principal balance of $847,000 as of March 31, 2012 and of $874,000 as of March 31, 2011. This note matures on January 10, 2016 and bears fixed interest at 5.36%. Monthly principal and interest payments in the amount of $6,003 are required, with final payment of principal and accrued interest in the amount of $745,672 due on January 10, 2016. This note is collateralized by the building and real estate as defined by the loan agreements and personal guaranties by the shareholders.

 

On January 5, 2011, the Company obtained a term loan from US Bank in the amount of $199,000 (the “Term Loan A”). The loan had an outstanding principal balance of $152,993 as of March 31, 2012 and of $183,217 as of March 31, 2011. This note matures on December 25, 2015 and bears fixed interest at 4.55%. Monthly principal and interest payments in the amount of $3,717 are required, with final payment of principal and accrued interest in the amount of $7,289 due on December 25, 2015. This note is collateralized by inventory, equipment, and other tangible and intangible assets. The Company’s obligations under the term loan are evidenced by a Business Security Agreement effective January 31, 2011 and certain other ancillary documents.

 

The Line of Credit, Term Loan 1, and Term Loan A were obtained to pay off principal and interest amounts for outstanding loans to Ames Community Bank of $150,000 and W.R. Tout Trust of $1,450,000.

 

Each of the Company’s loans from US Bank are governed by an agreement which requires the Company to comply with certain financial and reporting covenants. The Company must provide internally prepared quarterly and annual financial statements, tax returns, and agings of accounts receivable. The Company must also maintain a Cash Flow Coverage Ratio of 1.5 to 1 at the end of each calendar month.

 

If the Company (as guarantors) commits an event of default under the any Loan Agreement and fails or is unable to cure that default, the interest rates would increase by 5.0%.

  

On March 3, 2011 the Company obtained loans from shareholders in the aggregate principal amount of $216,556, which was added to a then-outstanding aggregate loan balance of $4,000 from the shareholders, for a total aggregate principal loan amount of $220,556 (the "Shareholder Loans"). The Company repaid $40,556 of the Shareholder Loans on May 3, 2011. As of December 31, 2011, the total outstanding balance of the Shareholder Loans was $180,000, which was payable to each shareholder during the 2012 fiscal year. Each loan accrued interest at a fixed rate of 6%.

 

A summary of the Company’s term debt is as follows:

 

 

March 31, 2012

March 31, 2011

US Bank Loan Payable in monthly installments of $6,003 including interest at 5.36%, due January 10, 2016

  $ 847,000   $ 874,000
                 

US Bank Loan Payable in monthly installments of $3,717 including interest at 4.55%, due December 25, 2015

    152,993     183,217
                 

Ardis Heidebrink Shareholder Loan Payable, including interest at 6%, due December 31, 2012

    90,000     110,278
                 

Francis Murray Buchheit Shareholder Loan Payable, including interest at 6%, due December 31, 2012

    90,000     110,278

Total term debt

    1,179,993     1,277,773

Current Portion

    (65,914 )     (52,048 )

Current Portion Loan to Shareholder

    (180,000 )     (220,556 )

Term debt, excluding current portion

    934,079     1,005,169

 

(8) Disclosures About the Fair Value of Financial Instruments

 

The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties. At March 31, 2012 and March 31, 2011, the carrying amount approximates fair value for cash, accounts receivable, accounts payable, notes payable to bank, and other current liabilities. The carrying amounts approximate fair value because of the short maturity of these instruments. The fair value of the Company’s installment term loans payable also approximate recorded value because the interest rates charged under the loan terms are not substantially different than current interest rates.

 

 
 

 

 

(9) Subsequent Events 

 

On May 10, 2012, the Company sold all of its assets and all of its employees were hired by Universal Harvester by Art’s Way, Inc., a subsidiary of Art’s Way Manufacturing Co., Inc.