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Exhibit 99.1

 

Express Lane, Inc.

 

Financial Statements

 

December 31, 2011 and 2010

 



 

Express Lane, Inc.

Table of Contents

December 31, 2011 and 2010

 

Independent Auditor’s Report

 

1

 

 

 

Financial Statements

 

 

 

 

 

Balance Sheets

 

2

 

 

 

Statements of Income and Retained Earnings

 

4

 

 

 

Statements of Cash Flows

 

5

 

 

 

Notes to Financial Statements

 

6

 

 

 

Supplementary Information

 

 

 

 

 

Schedules of Operating Expenses

 

17

 

 

 

Schedules of Administrative Expenses

 

18

 



 

INDEPENDENT AUDITOR’S REPORT

 

To the Board of Directors

Express Lane, Inc.

600 Ohio Avenue

Lynn Haven, Florida 32444

 

We have audited the balance sheets of Express Lane, Inc. (the “Company”) as of December 31, 2011 and 2010, and the related statements of income and retained earnings, and cash flows for the years then ended.  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 in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits 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 audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial positions of Express Lane, Inc. as of December 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedules of operating and administrative expenses on pages 17 and 18 are presented for purposes of additional analysis and are not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

Certified Public Accountants

Panama City Beach, Florida

February 29, 2012

 

1



 

Express Lane, Inc.

 

Balance Sheets

 

December 31, 

 

2011

 

2010

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

2,285,169

 

$

1,349,155

 

Receivables, net

 

1,467,855

 

1,083,086

 

Inventories

 

5,216,009

 

4,820,205

 

Prepaid insurance

 

131,173

 

173,510

 

Property held for sale

 

377,771

 

1,489,238

 

 

 

 

 

 

 

Total current assets

 

9,477,977

 

8,915,194

 

 

 

 

 

 

 

Property and equipment

 

 

 

 

 

Land

 

3,224,852

 

2,207,362

 

Buildings

 

5,255,707

 

2,621,526

 

Leasehold improvements

 

4,145,168

 

4,174,023

 

Equipment

 

28,279,197

 

25,750,231

 

Construction in progress

 

655,561

 

92,806

 

 

 

41,560,485

 

34,845,948

 

Less accumulated depreciation

 

(12,717,495

)

(10,899,749

)

 

 

 

 

 

 

Property and equipment, net

 

28,842,990

 

23,946,199

 

 

 

 

 

 

 

Other assets

 

 

 

 

 

Receivables, net

 

140,048

 

322,758

 

Deposits

 

25,324

 

21,045

 

Non-compete agreement, net

 

 

8,983

 

Lease acquisition costs, net

 

966,771

 

1,047,429

 

Loan costs, net

 

38,645

 

61,574

 

Franchise fees, net

 

60,854

 

57,932

 

Goodwill

 

756,390

 

756,390

 

 

 

 

 

 

 

Total other assets

 

1,988,032

 

2,276,111

 

 

 

 

 

 

 

Total assets

 

$

40,308,999

 

$

35,137,504

 

(Continued)

 

See accompanying notes to financial statements

 

2



 

Express Lane, Inc.

 

Balance Sheets (Continued)

 

December 31,

 

2011

 

2010

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

Current maturities of notes payable

 

$

1,278,099

 

$

1,198,604

 

Accounts payable

 

7,041,914

 

5,690,512

 

Other accrued expenses

 

222,684

 

146,034

 

Agency obligations

 

676,154

 

585,592

 

 

 

 

 

 

 

Total current liabilities

 

9,218,851

 

7,620,742

 

 

 

 

 

 

 

Other liabilities

 

 

 

 

 

Notes payable, less current maturities

 

6,093,641

 

5,559,141

 

Accrued rent expense

 

629,796

 

601,468

 

 

 

 

 

 

 

Total other liabilities

 

6,723,437

 

6,160,609

 

 

 

 

 

 

 

Total liabilities

 

15,942,288

 

13,781,351

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

Common stock

 

 

 

 

 

$10 par value, voting, 100 shares authorized, 62 shares issued and outstanding

 

620

 

620

 

$10 par value, nonvoting, 9,900 shares authorized, 4,900 shares issued and outstanding

 

49,000

 

49,000

 

Additional paid-in capital

 

272,910

 

272,910

 

Retained earnings

 

24,044,181

 

21,033,623

 

 

 

 

 

 

 

Total stockholders’ equity

 

24,366,711

 

21,356,153

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

40,308,999

 

$

35,137,504

 

 

See accompanying notes to financial statements

 

3



 

Express Lane, Inc.

 

Statements of Income and Retained Earnings

 

Years ended December 31,

 

2011

 

2010

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

Gasoline

 

$

162,330,165

 

$

135,902,941

 

Merchandise

 

51,762,646

 

51,143,732

 

Fast food

 

6,571,030

 

5,856,067

 

Other

 

2,951,543

 

2,915,341

 

 

 

 

 

 

 

Total revenues

 

223,615,384

 

195,818,081

 

 

 

 

 

 

 

Cost of sales

 

 

 

 

 

Gasoline

 

153,559,715

 

128,480,707

 

Merchandise

 

37,092,451

 

36,376,467

 

Fast food

 

2,805,117

 

2,465,369

 

 

 

 

 

 

 

Total cost of sales

 

193,457,283

 

167,322,543

 

 

 

 

 

 

 

Gross profit

 

30,158,101

 

28,495,538

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

Operating

 

19,670,246

 

19,213,363

 

Administrative

 

3,496,668

 

3,319,951

 

Depreciation and amortization

 

2,178,951

 

2,195,486

 

Interest

 

322,417

 

388,591

 

Environmental

 

391,816

 

165,382

 

Loss on disposal of assets

 

47,447

 

199,427

 

 

 

 

 

 

 

Total expenses

 

26,107,545

 

25,482,200

 

 

 

 

 

 

 

Net income

 

4,050,556

 

3,013,338

 

 

 

 

 

 

 

Retained earnings, beginning of year

 

21,033,623

 

18,382,785

 

 

 

 

 

 

 

Stockholder distributions

 

(1,039,998

)

(362,500

)

 

 

 

 

 

 

Retained earnings, end of year

 

$

24,044,181

 

$

21,033,623

 

 

See accompanying notes to financial statements

 

4



 

Express Lane, Inc.

 

Statements of Cash Flows

 

Years ended December 31,

 

2011

 

2010

 

 

 

 

 

 

 

Operating activities

 

 

 

 

 

Net income

 

$

4,050,556

 

$

3,013,338

 

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

 

 

 

 

 

Depreciation and amortization

 

2,178,951

 

2,195,486

 

Loss on disposal of assets

 

47,447

 

199,427

 

Write-off of loan costs

 

8,652

 

 

Changes in assets and liabilities

 

 

 

 

 

(Increase) decrease in

 

 

 

 

 

Receivables

 

(202,059

)

(103,879

)

Inventories

 

(395,804

)

(72,082

)

Prepaid insurance

 

42,337

 

7,634

 

Increase (decrease) in

 

 

 

 

 

Accounts payable

 

1,351,402

 

201,120

 

Other accrued expenses

 

76,650

 

25,941

 

Agency obligations

 

90,562

 

(14,247

)

Accrued rent expense

 

28,328

 

63,226

 

Deferred revenue

 

 

(18,571

)

 

 

 

 

 

 

Net cash provided by operating activities

 

7,277,022

 

5,497,393

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

Purchase of property and equipment

 

(6,635,860

)

(3,463,852

)

Proceeds from disposal of property and equipment

 

735,134

 

474,070

 

Other investing activities

 

(14,279

)

23,365

 

 

 

 

 

 

 

Net cash (used by) investing activities

 

(5,915,005

)

(2,966,417

)

 

 

 

 

 

 

Financing activities

 

 

 

 

 

Principal payments on notes payable

 

(1,429,787

)

(1,675,567

)

Proceeds from notes payable

 

2,043,782

 

 

Distributions paid

 

(1,039,998

)

(362,500

)

 

 

 

 

 

 

Net cash (used by) financing activities

 

(426,003

)

(2,038,067

)

 

 

 

 

 

 

Net change in cash and cash equivalents

 

936,014

 

492,909

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of year

 

1,349,155

 

856,246

 

 

 

 

 

 

 

Cash and cash equivalents, end of year

 

$

2,285,169

 

$

1,349,155

 

 

See accompanying notes to financial statements

 

5



 

Express Lane, Inc.

 

Notes to Financial Statements

 

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Description of Business

 

Express Lane, Inc. (the “Company”) was formed in 1984 under the laws of the State of Florida.  As of December 31, 2011, the Company operates fifty one (51) convenience stores located throughout Northwest Florida and Southern Georgia.  The stores sell gasoline, fast foods, and grocery items.  Substantially all of its revenue is derived from cash sales.

 

Use of Estimates

 

The presentation 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 statement and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

 

Basis of Accounting

 

These financial statements have been prepared on the accrual basis in accordance with U.S. generally accepted accounting principles.

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers cash instruments with original maturities of less than three months to be cash equivalents.

 

Receivables

 

The Company reports receivables at net realizable value.  Management determines the allowance for doubtful accounts based on historical losses and current economic conditions.  On a continuing basis, management analyzes delinquent receivables and, once these receivables are determined to be uncollectible, they are written off through a charge against an existing allowance account or against earnings. Management considers all receivables collectible; therefore, no provision for uncollectible receivables is included in these financial statements.

 

Inventories

 

Inventories, consisting of gasoline, fast foods, and convenience store goods, are valued at the lower of average cost or fair market value using the retail method.

 

6



 

Express Lane, Inc.

 

Notes to Financial Statements

 

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Property Held for Sale

 

When events or changes in circumstances indicate that long-lived assets other than goodwill may be impaired, an evaluation is performed. For an asset classified as held-for-use, the estimated future undiscounted cash flows associated with the asset are compared to the asset’s carrying amount to determine if a write-down to fair value is required.  When an asset is classified as held-for-sale, the asset’s book value is evaluated and adjusted to the lower of its carrying amount or fair market value less the cost to sell.

 

Property and Equipment

 

Property and equipment, stated at cost or the present value of minimum lease payments for assets under capital leases, are depreciated over the estimated useful lives of the assets using the straight-line method.  Significant improvements and betterments are capitalized if they extend the useful life of the asset.  Routine repairs and maintenance are expensed when incurred.  Estimated useful lives are generally 5 to 20 years for equipment and furnishings and 15 to 35 years for buildings and leasehold improvements.

 

Depreciation expense for the years ended December 31, 2011 and 2010 was $2,067,955 and $2,055,958, respectively.

 

Non-compete Agreements

 

Non-compete agreements represent legal contracts with historical competitors of the Company with whom they have entered into non-compete agreements in accordance with equipment purchase agreements. These costs are being amortized using the straight-line method over the life of the contractual agreement.

 

Lease Acquisition Costs

 

Lease acquisition costs consist of the costs of acquiring favorable leases.  These costs are amortized using the straight-line method over the anticipated remaining terms of these leases.

 

Loan Costs

 

Loan costs consist of closing costs and other fees associated with securing financing.  These costs have been capitalized and are being amortized using the straight-line method over the term of the loan.

 

Franchise Fees

 

Franchise fees consist of the cost of obtaining a franchise agreement.  These costs have been capitalized and are being amortized using the straight-line method over the term of the agreement.

 

7



 

Express Lane, Inc.

 

Notes to Financial Statements

 

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Goodwill and Intangibles

 

Goodwill represents the excess of the purchase price paid over fair value of assets of stores acquired. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead are tested for impairment at least annually in accordance with the provisions of FASB ASC 350.  The reported amounts of goodwill for each store are reviewed for impairment on an annual basis and more frequently when negative conditions such as significant current or projected operating losses exist.

 

The annual impairment test for goodwill is a two-step process and involves comparing the estimated fair value of each store to the store’s carrying value, including goodwill. If the fair value of a store exceeds its carrying amount, goodwill of the store is not considered impaired, and the second step of the impairment test is unnecessary. If the carrying amount of a store exceeds its fair value, the second step of the goodwill impairment test would be performed to measure the amount of impairment loss to be recorded, if any. The Company conducts its annual impairment tests at the end of each fiscal year. The Company’s annual impairment tests resulted in no goodwill impairment.

 

Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment in accordance with FASB ASC 205.

 

Income Taxes

 

The Company, with the consent of its shareholders, has elected under the Internal Revenue Code to be an S corporation effective January 1, 2006. In lieu of corporation income taxes, the shareholders of an S corporation are taxed on their proportionate share of the Company’s taxable income. Therefore, no provision or liability for income taxes has been included in these financial statements. As of December 31, 2011, the Company has accrued $19,000 for “built-in gains” income taxes.

 

Stockholder Distributions

 

The declaration and payment of stockholder distributions is within the discretion of the Board of Directors of the Company and is dependent upon business conditions, earnings, the financial condition of the Company and any restrictions under the provisions of its debt agreements.

 

Advertising

 

Advertising costs are expensed as incurred.  The Company expensed $177,246 and $169,457 of advertising costs for the years ended December 31, 2011 and 2010, respectively.

 

8



 

Express Lane, Inc.

 

Notes to Financial Statements

 

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Fair Value of Financial Instruments

 

The Company’s assets and liabilities are reported at fair value in the financial statements. The methods used to measure fair value may produce an amount that may not be indicative of net realizable value or reflective of future fair values. Although the Company believes its valuation methods are appropriate and consistent with other market indicators, the use of different methodologies or assumptions to determine the fair value of certain assets and liabilities could result in a different fair value measurement at the reporting date.

 

The fair value measurement accounting literature establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels:

 

·                  Level 1: Observable inputs such as quoted prices in active markets;

·                  Level 2: Inputs, other than quoted prices in active markets that are observable either directly or indirectly; and;

·                  Level 3: Unobservable inputs for which there is little or no market data, which requires the Company to develop assumptions.

 

Subsequent events

 

The Company has evaluated subsequent events for the period from December 31, 2011 through the date the financial statements were available to be issued, which was March 06, 2013.

 

NOTE 2 — INVENTORIES

 

Inventories consisted of the following:

 

December 31,

 

2011

 

2010

 

 

 

 

 

 

 

Merchandise

 

$

3,322,510

 

$

3,067,960

 

Fast food

 

95,652

 

84,470

 

Gasoline

 

1,797,847

 

1,667,775

 

 

 

 

 

 

 

Total inventories

 

$

5,216,009

 

$

4,820,205

 

 

NOTE 3 — LONG TERM RECEIVABLES

 

The Company participates in state insurance programs that provide for reimbursement of the costs of removing environmental contamination. The costs that are expected to be reimbursed are classified as long-term receivables and collection efforts are on-going. Costs that will not be reimbursed are recognized as environmental expenses in the year incurred.

 

9



 

Express Lane, Inc.

 

Notes to Financial Statements

 

NOTE 4 — ACQUIRED INTANGIBLE ASSETS

 

Acquired intangible assets consisted of the following:

 

December 31, 

 

2011

 

2010

 

 

 

 

 

 

 

Non-compete agreement

 

$

 

$

39,200

 

Accumulated amortization

 

 

(30,217

)

 

 

 

 

 

 

Non-compete agreement, net

 

$

 

$

8,983

 

 

Amortization expense for the non-compete agreements for the years ended December 31, 2011 and 2010 was $8,983 and $19,600, respectively.

 

December 31, 

 

2011

 

2010

 

 

 

 

 

 

 

Lease acquisition costs

 

$

1,949,000

 

$

1,949,000

 

Accumulated amortization

 

(982,229

)

(901,571

)

 

 

 

 

 

 

Lease acquisition costs, net

 

$

966,771

 

$

1,047,429

 

 

Amortization expense for lease acquisition costs for the years ended December 31, 2011 and 2010 was $80,658 and $80,658, respectively.

 

December 31, 

 

2011

 

2010

 

 

 

 

 

 

 

Loan costs

 

$

132,467

 

$

132,467

 

Accumulated amortization

 

(93,822

)

(70,893

)

 

 

 

 

 

 

Loan costs, net

 

$

38,645

 

$

61,574

 

 

Amortization expense for loan costs for the years ended December 31, 2011 and 2010 was $22,929 and $33,859, respectively.

 

December 31, 

 

2011

 

2010

 

 

 

 

 

 

 

Franchise fees

 

$

112,240

 

$

102,240

 

Accumulated amortization

 

(51,386

)

(44,308

)

 

 

 

 

 

 

Franchise fees, net

 

$

60,854

 

$

57,932

 

 

10



 

Express Lane, Inc.

 

Notes to Financial Statements

 

NOTE 4 — ACQUIRED INTANGIBLE ASSETS (CONTINUED)

 

Amortization expense for franchise fees for the years ended December 31, 2011 and 2010 was $7,078 and $5,411, respectively.

 

December 31, 

 

2011

 

2010

 

 

 

 

 

 

 

Goodwill

 

$

756,390

 

$

756,390

 

Accumulated impairment

 

 

 

 

 

 

 

 

 

Goodwill

 

$

756,390

 

$

756,390

 

 

The Company did not impair goodwill as a result of its annual impairment tests in the fiscal years ended December 31, 2011 and 2010. Additionally, the Company did not become aware of any changes in circumstances or events that would cause management to believe that goodwill impairment was going to occur in the future.  However, there can be no assurances that goodwill will not be impaired at any time in the future.

 

Total amortization expense for the years ended December 31, 2011 and 2010 was $110,996 and $139,528, respectively.

 

The combined aggregate estimate amortization expense of intangible assets during each of the five years subsequent to December 31, 2011, is as follows:

 

For the years ended December 31, 

 

 

 

 

 

 

 

2012

 

$

101,615

 

2013

 

101,112

 

2014

 

95,611

 

2015

 

91,929

 

2016

 

86,500

 

Thereafter

 

589,503

 

 

 

 

 

Total

 

$

1,066,270

 

 

NOTE 5 — LINES OF CREDIT AND NOTES PAYABLE

 

The Company has a $200,000 revolving line of credit of which $0 and $0 was outstanding at December 31, 2011 and 2010, respectively. The line of credit expires in April, 2012 and is expected to be extended at its maturity date. The line of credit carries a variable interest rate equal to the Wall Street prime rate plus .5%. Interest is due and payable monthly. The line of credit is unsecured.

 

11



 

Express Lane, Inc.

 

Notes to Financial Statements

 

NOTE 5 — LINES OF CREDIT AND NOTES PAYABLE (CONTINUED)

 

The Company also has a $1,000,000 revolving line of credit of which $0 and $0 was outstanding at December 31, 2011 and 2010, respectively. The line of credit expires in October, 2012 and is expected to be extended at its maturity date. The line of credit carries a variable interest rate equal to the lender’s commercial base rate plus 1%, but not less than 4.75%. Interest is due and payable monthly. The line of credit is collateralized by receivables, inventory, equipment, and real estate at eight stores.

 

The Company also has a $500,000 revolving line of credit of which $0 and $0 was outstanding at December 31, 2011 and 2010, respectively. The line of credit expires in October 2012 and is expected to be extended at its maturity date. The line of credit carries a variable interest rate equal to the lender’s commercial base rate, but not less than 4%. Interest is due and payable monthly. The line of credit is unsecured.

 

Notes payable are summarized as follows:

 

December 31,

 

2011

 

2010

 

 

 

 

 

 

 

Note to finance company, interest at 9.90%, collateralized by real estate, improvements, and equipment, monthly payments of $19,746, matures February 2016.

 

$

519,215

 

$

829,596

 

 

 

 

 

 

 

Note to bank, interest at bank’s prime rate, collateralized by receivables, inventory, leasehold improvements, and equipment, monthly principal payments of $10,417 plus interest, matures February 2014.

 

270,833

 

395,833

 

 

 

 

 

 

 

Note to bank, interest at bank’s prime rate, collateralized by receivables, inventory, leasehold improvements, and equipment, monthly principal payments of $6,679 plus interest, matures February 2014.

 

173,642

 

253,785

 

 

 

 

 

 

 

Note to bank, interest at 30 day LIBOR plus 2.25%, collateralized by receivables, inventory, leasehold improvements, and equipment, monthly principal payments of $14,000 plus interest, matures August 2012.

 

88,627

 

256,627

 

 

 

 

 

 

 

Note to bank, interest at 1.00% below the bank’s prime rate, collateralized by all business assets of store #95, monthly payments of $10,475, matures May 2016.

 

496,577

 

609,540

 

 

12



 

Express Lane, Inc.

 

Notes to Financial Statements

 

NOTE 5 — LINES OF CREDIT AND NOTES PAYABLE (CONTINUED)

 

December 31,

 

2011

 

2010

 

 

 

 

 

 

 

Note to bank, interest at .35% above the bank’s prime rate, collateralized by all personal property of six stores, monthly principal payments of $15,365 plus interest, matures February 2016.

 

$

768,252

 

$

952,632

 

 

 

 

 

 

 

Note to bank, interest at .5% below the bank’s commercial base rate but not less than 4%, collateralized by real estate of store #97, monthly principal payments of $2,060 plus interest, matures May 2014.

 

837,140

 

861,860

 

 

 

 

 

 

 

Note to bank, interest at .5% below the bank’s commercial base rate but not less than 4%, collateralized by all furniture, fixtures, and equipment of store #97, monthly principal payments of $8,850 plus interest, matures May 2016.

 

468,149

 

574,349

 

 

 

 

 

 

 

Note to bank, interest at the bank’s commercial base rate but not less than 4%, collateralized by all furniture, fixtures, and equipment at the corporate office, monthly principal payments of $3,485 plus interest, matures February 2014.

 

90,617

 

132,440

 

 

 

 

 

 

 

Note to bank, interest at .5% below the bank’s commercial base rate but not less than 4%, collateralized by real estate of store #96, monthly principal payments of $2,650 plus interest, matures July 2014.

 

1,083,400

 

1,115,200

 

 

 

 

 

 

 

Note to bank, interest at .5% below the bank’s commercial base rate but not less than 4%, collateralized by all furniture, fixtures, and equipment of store #96, monthly principal payments of $8,850 plus interest, matures July 2016.

 

485,850

 

592,050

 

 

 

 

 

 

 

Note to bank, interest at the bank’s commercial base rate but not less than 4%, collateralized by all furniture, fixtures, and equipment store #94, monthly principal payments of $4,596 plus interest, matures April 2014.

 

128,683

 

183,833

 

 

13



 

Express Lane, Inc.

 

Notes to Financial Statements

 

NOTE 5 — LINES OF CREDIT AND NOTES PAYABLE (CONTINUED)

 

December 31,

 

2011

 

2010

 

 

 

 

 

 

 

Note to bank, interest at 30 day LIBOR plus 4.25% but not less than 4.75%, collateralized by fixtures, machinery, equipment, furniture, furnishings, personal property, and real property of store #37, monthly principal payments of $5,799 plus interest, matures November 2021.

 

$

1,032,184

 

$

 

 

 

 

 

 

 

Note to bank, interest at 30 day LIBOR plus 4.25% but not less than 4.75%, collateralized by fixtures, machinery, equipment, furniture, furnishings, personal property, and real property of store #37, monthly principal payments of $11,905 plus interest, matures July 2018.

 

928,571

 

 

 

 

 

 

 

 

Total

 

7,371,740

 

6,757,745

 

Amount due in one year

 

1,278,099

 

1,198,604

 

 

 

 

 

 

 

Amount due in future years

 

$

6,093,641

 

$

5,559,141

 

 

The aggregate repayment of notes payable during each of the five years subsequent to December 31, 2011, is as follows:

 

For the years ending December 31,

 

Amount

 

 

 

 

 

2012

 

$

1,278,099

 

2013

 

1,203,072

 

2014

 

2,726,286

 

2015

 

875,356

 

2016

 

390,382

 

Thereafter

 

898,545

 

 

 

 

 

Total

 

$

7,371,740

 

 

The Company has entered into borrowings as described above that are collateralized by a security interest in the Company’s receivables.  The receivables had a carrying amount of $1,607,903 and $1,405,844 at December 31, 2011 and 2010, respectively.

 

14



 

Express Lane, Inc.

 

Notes to Financial Statements

 

NOTE 6 — OBLIGATIONS UNDER NON-CANCELLABLE OPERATING LEASES

 

The Company leases all but nine of its stores under non-cancellable operating leases.  The terms of these leases range from 5 years to 20 years, with expiration dates ranging from March, 2012 to March, 2024.  Most of these leases contain renewal options whereby the Company can extend the lease if it so chooses.  Future minimum lease payments due under these leases consist of the following at December 31, 2011:

 

For the years ending December 31,

 

Amount

 

 

 

 

 

2012

 

$

2,502,844

 

2013

 

2,296,112

 

2014

 

2,014,205

 

2015

 

1,695,386

 

2016

 

1,305,743

 

Thereafter

 

5,958,389

 

 

 

 

 

Total

 

$

15,772,679

 

 

Rent expense under all store operating leases for the years ended December 31, 2011 and 2010 was $2,675,114 and $2,748,846, respectively.

 

NOTE 7 — RELATED PARTIES

 

The Company leases five stores from entities owned by the family members who are directors of the Company under non-cancellable operating leases. These leases are included in the amounts described under operating leases at Note 6. These leases are for a term of fifteen years, with two renewal options of five years each. Future minimum lease payments due under these leases consist of the following at December 31, 2011:

 

For the years ending December 31,

 

Amount

 

 

 

 

 

2012

 

$

240,600

 

2013

 

152,600

 

2014

 

151,500

 

2015

 

151,800

 

2016

 

47,400

 

Thereafter

 

96,600

 

 

 

 

 

Total

 

$

840,500

 

 

Rent expense under these leases for the years ended December 31, 2011 and 2010, was $240,600 and $224,650, respectively.

 

15



 

Express Lane, Inc.

 

Notes to Financial Statements

 

NOTE 8 — COMMON CONTROL

 

The Company’s owners also control other companies whose operations are interrelated with those of the Company.  The existence of this control could result in operating results or financial position of the Company significantly different from those that would have been obtained if the companies were autonomous.  Material transactions with these other companies have been disclosed in Note 6.

 

NOTE 9 — SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

Cash was paid during the year indicated for:

 

Years ended December 31,

 

2011

 

2010

 

 

 

 

 

 

 

Interest

 

$

322,417

 

$

388,591

 

 

NOTE 10 — CONCENTRATION OF CREDIT RISK

 

The Company maintains cash balances at several financial institutions in the states of Florida and Georgia.  The balances are insured by the Federal Deposit Insurance Corporation up to $250,000 if interest bearing and are fully insured if noninterest-bearing.

 

At December 31, 2011 and 2010, the Company’s uninsured cash balances totaled $254,909 and $971,757, respectively.

 

NOTE 11 — COMMITMENTS AND CONTINGENCIES

 

The Company maintains surety bonds in the amount of $172,525 to cover utility deposits.

 

NOTE 12 — EVENTS SUBSEQUENT TO THE DATE OF THE INDEPENDENT AUDITOR’S REPORT (UNAUDITED)

 

During the fourth quarter of 2012, the Company sold six of its convenience stores along with the related equipment, with a net book value of approximately $2.5 million, for approximately $2.5 million.

 

On December 21, 2012, the Company was acquired by Lehigh Gas Partners, LP. The aggregate purchase price paid for the Company was $43 million, subject to certain post-closing adjustments.

 

16



 

Supplementary Information

 



 

Express Lane, Inc.

 

Schedules of Operating Expenses

 

Years ended December 31,

 

2011

 

2010

 

 

 

 

 

 

 

Advertising

 

$

152,290

 

$

161,308

 

Bank charges

 

26,874

 

27,349

 

Cash short

 

116,138

 

100,326

 

Coupons redeemed

 

60,827

 

73,012

 

Credit card fees

 

2,921,074

 

2,433,172

 

Equipment rental

 

229,009

 

213,052

 

Insurance

 

607,386

 

660,617

 

Inventory audits

 

167,589

 

224,719

 

Inventory shortages

 

326,422

 

384,191

 

Labor

 

7,427,681

 

7,171,685

 

Lottery short

 

25,920

 

66,130

 

Miscellaneous

 

2,399

 

10,009

 

Payroll taxes

 

735,131

 

657,382

 

Pre-employment testing

 

22,604

 

24,825

 

Rent

 

2,675,114

 

2,748,846

 

Repairs and maintenance

 

1,295,394

 

1,347,733

 

Returned checks

 

10,791

 

17,408

 

Robberies

 

7,239

 

4,387

 

Spoilage

 

43,511

 

48,248

 

Supplies

 

509,393

 

458,476

 

Taxes and licenses

 

434,938

 

455,710

 

Telephone

 

82,468

 

84,437

 

Utilities

 

1,790,054

 

1,840,341

 

 

 

 

 

 

 

Total operating expenses

 

$

19,670,246

 

$

19,213,363

 

 

See independent auditor’s report

 

17



 

Express Lane, Inc.

 

Schedules of Administrative Expenses

 

Years ended December 31,

 

2011

 

2010

 

 

 

 

 

 

 

Accounting and legal

 

$

88,755

 

$

82,755

 

Advertising

 

24,956

 

8,149

 

Automobile

 

70,081

 

50,541

 

Bank charges

 

21,897

 

18,446

 

Business meals

 

2,369

 

1,812

 

Donations

 

3,200

 

3,291

 

Dues and subscriptions

 

10,299

 

10,754

 

Equipment rental

 

23,065

 

24,431

 

Health insurance

 

313,763

 

311,848

 

Workers’ compensation insurance

 

6,004

 

5,083

 

Miscellaneous

 

265,255

 

305,604

 

Payroll taxes

 

132,930

 

117,004

 

Penalties

 

 

562

 

Postage and freight

 

17,740

 

19,845

 

Professional fees

 

78,951

 

108,232

 

Repairs and maintenance

 

71,725

 

73,646

 

Rent

 

70,317

 

29,637

 

Salaries

 

2,031,416

 

1,959,361

 

Seminars and conventions

 

5,024

 

4,167

 

Supplies

 

124,091

 

74,521

 

Taxes and licenses

 

42,498

 

18,020

 

Telephone

 

31,260

 

33,334

 

Travel

 

29,209

 

27,460

 

Uniforms

 

10,979

 

15,345

 

Utilities

 

20,884

 

16,103

 

 

 

 

 

 

 

Total administrative expenses

 

$

3,496,668

 

$

3,319,951

 

 

See independent auditor’s report

 

18