Attached files
file | filename |
---|---|
8-K/A - FORM 8-K/A - ARTS WAY MANUFACTURING CO INC | artw20130221_8ka.htm |
EX-23 - EXHIBIT 23.1 - ARTS WAY MANUFACTURING CO INC | artw20130221_8kaex23-1.htm |
EX-99 - EXHIBIT 99.3 - ARTS WAY MANUFACTURING CO INC | artw20130221_8kaex99-3.htm |
EX-99 - EXHIBIT 99.1 - ARTS WAY MANUFACTURING CO INC | artw20130221_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 Companys 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 Companys 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 Companys 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 Companys working capital and letter of credit needs. The interest rate is .25% plus US Banks 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Arts Way, Inc., a subsidiary of Arts Way Manufacturing Co., Inc.