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8-K/A - 8-K/A - Orchids Paper Products CO /DEa14-18870_18ka.htm
EX-99.3 - EX-99.3 - Orchids Paper Products CO /DEa14-18870_1ex99d3.htm
EX-99.1 - EX-99.1 - Orchids Paper Products CO /DEa14-18870_1ex99d1.htm
EX-23.1 - EX-23.1 - Orchids Paper Products CO /DEa14-18870_1ex23d1.htm

Exhibit 99.2

 

GOLDEN GATE PAPER COMPANY, INC.

 

FINANCIAL STATEMENTS

 

DECEMBER 31, 2013

 

WITH

 

INDEPENDENT AUDITOR’S REPORT

 



 

CONTENTS

 

Independent Auditor’s Report

1

 

 

Balance Sheet

2

 

 

Statement of Income

3

 

 

Statement of Stockholder’s Equity

4

 

 

Statement of Cash Flows

5

 

 

Notes to Financial Statements

6

 



 

INDEPENDENT AUDITOR’S REPORT

 

To the Stockholder

Golden Gate Paper Company, Inc.

 

Report on the Financial Statements

 

We have audited the accompanying financial statements of Golden Gate Paper Company, Inc., which comprise the balance sheet as of December 31, 2013, and the related statements of income, stockholder’s equity and cash flows for the year then ended and the related notes to the financial statements.

 

Management’s Responsibility for the Financial Statements

 

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditor’s Responsibility

 

Our responsibility is to express an opinion on these 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 involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.  The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.  In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.  Accordingly, we express no such opinion.  An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Golden Gate Paper Company, Inc. as of December 31, 2013, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

 

/s/ HOGANTAYLOR LLP

 

July 29, 2014

 

1



 

GOLDEN GATE PAPER COMPANY, INC.

 

BALANCE SHEET

 

December 31, 2013

 

Assets

 

 

 

Current assets:

 

 

 

Cash

 

$

1,779,215

 

Accounts receivable, net of allowance of $99,146

 

1,795,899

 

Accounts receivable - parent company

 

351,294

 

Other current assets

 

1,890

 

Deferred income taxes

 

176,175

 

 

 

 

 

Total current assets

 

4,104,473

 

 

 

 

 

Website design, net of accumulated amortization of $7,912

 

838

 

 

 

 

 

Total assets

 

$

4,105,311

 

 

 

 

 

Liabilities and Stockholder’s Equity

 

 

 

Current liabilities:

 

 

 

Accounts payable

 

$

303,925

 

Accounts payable - parent company

 

3,520,275

 

Accrued liabilities

 

8,525

 

 

 

 

 

Total current liabilities

 

3,832,725

 

 

 

 

 

Stockholder’s equity:

 

 

 

Common stock, no par value; 1,000,000 shares authorized, 700,000 shares issued and outstanding

 

597,116

 

Accumulated deficit

 

(324,530

)

 

 

 

 

Total stockholder’s equity

 

272,586

 

 

 

 

 

Total liabilities and stockholder’s equity

 

$

4,105,311

 

 

See notes to financial statements.

 

2



 

GOLDEN GATE PAPER COMPANY, INC.

 

STATEMENT OF INCOME

 

Year ended December 31, 2013

 

Net sales

 

$

29,710,082

 

Cost of sales

 

28,305,408

 

 

 

 

 

Gross profit

 

1,404,674

 

 

 

 

 

Selling, general and administrative expenses

 

940,984

 

 

 

 

 

Income before income taxes

 

463,690

 

 

 

 

 

Provision for income taxes:

 

 

 

Current

 

4,503

 

Deferred

 

183,665

 

 

 

 

 

 

 

188,168

 

 

 

 

 

Net income

 

$

275,522

 

 

See notes to financial statements.

 

3



 

GOLDEN GATE PAPER COMPANY, INC.

 

STATEMENT OF STOCKHOLDER’S EQUITY

 

Year ended December 31, 2013

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

Stockholder’s

 

 

 

Common Stock

 

Accumulated

 

Equity

 

 

 

Shares

 

Amount

 

Deficit

 

(Deficit)

 

 

 

 

 

 

 

 

 

 

 

Balances, December 31, 2012

 

700,000

 

$

597,116

 

$

(600,052

)

$

(2,936

)

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

275,522

 

275,522

 

 

 

 

 

 

 

 

 

 

 

Balances, December 31, 2013

 

700,000

 

$

597,116

 

$

(324,530

)

$

272,586

 

 

See notes to financial statements.

 

4



 

GOLDEN GATE PAPER COMPANY, INC.

 

STATEMENT OF CASH FLOWS

 

Year ended December 31, 2013

 

Cash Flows from Operating Activities

 

 

 

Net income

 

$

275,522

 

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

 

 

 

Provision for doubtful accounts

 

99,146

 

Amortization expense

 

957

 

Deferred income tax provision

 

183,665

 

Changes in operating assets and liabilities:

 

 

 

Accounts receivable

 

(843,957

)

Accounts receivable - parent company

 

100,530

 

Other current assets

 

(921

)

Accounts payable

 

(99,911

)

Accounts payable - parent company

 

1,209,756

 

Accrued liabilities

 

4,060

 

 

 

 

 

Net cash provided by operating activities

 

928,847

 

 

 

 

 

Cash, beginning of year

 

850,368

 

 

 

 

 

Cash, end of year

 

$

1,779,215

 

 

 

 

 

Supplemental Disclosure

 

 

 

Income taxes paid

 

$

3,600

 

 

See notes to financial statements.

 

5



 

GOLDEN GATE PAPER COMPANY, INC.

 

NOTES TO FINANCIAL STATEMENTS

 

December 31, 2013

 

Note 1 — Description of Business and Summary of Significant Accounting Policies

 

Organization and business

 

Golden Gate Paper Company, Inc. (the Company or Golden Gate), incorporated in California in 2009, functions as the United States (U.S.) distributor of paper products manufactured by Fabrica de Papel San Francisco, S.A. de C.V. (Fabrica or the Parent) at its facility in Mexicali, Baja California, Mexico.  Fapsa Tissue, USA, LLC, a wholly owned subsidiary of Fabrica, is the sole stockholder of the Company.

 

The Company’s paper products include “at home” bathroom tissue, napkins and paper towel products sold to U.S. retailers as well as “away from home” janitorial and food service paper products sold to U.S. distributers.  Its products are marketed as either private label or under various brand names.  The Company also re-sells recyclable waste paper acquired in the U.S. to Fabrica.

 

Accounts receivable

 

Accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history, and current economic conditions. Receivables are written-off when deemed uncollectible.  Recoveries of receivables previously written-off are recorded when received.  The Company does not typically charge interest on trade receivables.

 

Revenue recognition

 

Revenues for products shipped to customers are recognized when title passes upon delivery.  All customer discounts, promotions and other pricing allowances totaling $1,080,920 for the year ended December 31, 2013, are included as offsets to net sales.

 

Shipping and handling costs

 

Costs incurred to ship waste paper to Fabrica’s manufacturing facility are included in cost of sales.  Fabrica incurs the costs to ship paper product sales to the Company’s customers.

 

Advertising costs

 

Adverting costs totaled $66,702 for the year ended December 31, 2013.  These costs are expensed as incurred and included in selling, general and administrative expenses.

 

Income taxes

 

The Company uses the liability method of accounting for income taxes.  Under this method, the Company records deferred income taxes based on temporary differences between the financial reporting and tax basis of assets and liabilities and uses enacted tax rates and laws that the Company expects will be in effect when it recovers those assets or settles those liabilities, as the case may be, to measure those

 

6



 

taxes.  The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized.  There was no valuation allowance recorded as of December 31, 2013.  Generally, the Company is subject to income tax examinations by the federal, state or local tax authorities for years 2010 through 2013.

 

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 amounts reported in the financial statements and accompanying notes.  Actual results could differ from these estimates.

 

Subsequent events

 

Management has evaluated all subsequent events through July 29, 2014, the date the financial statements were available to be issued.

 

Note 2 — Net Sales

 

Net sales and cost of sales consisted of the following for the year ended December 31, 2013:

 

 

 

Paper

 

Waste

 

 

 

 

 

Products

 

Paper

 

Total

 

 

 

 

 

 

 

 

 

Net sales

 

$

25,838,790

 

$

3,871,292

 

$

29,710,082

 

Cost of sales

 

24,908,523

 

3,396,885

 

28,305,408

 

 

 

 

 

 

 

 

 

Gross profit

 

$

930,267

 

$

474,407

 

$

1,404,674

 

 

Note 3 — Major Customers, Suppliers and Concentration of Credit Risk

 

Two unaffiliated customers accounted for approximately 28% of net sales for the year ended December 31, 2013.  These two customers accounted for approximately 11% of accounts receivable as of December 31, 2013.

 

The Company purchases recyclable waste paper from a single U.S. vendor and re-sells the product to Fabrica.  The waste paper sales and purchases accounted for approximately 13% of net sales and 12% of cost of sales for the year ended December 31, 2013.

 

The Company maintains its cash in several accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation (the FDIC).  At times, cash balances may be in excess of FDIC insurance limits.

 

Note 4 — Parent Company Transactions

 

Under a supply agreement, Fabrica manufactures tissue products for the Company and ships the finished products directly to the Company’s U.S. customers.  Purchases of tissue products from Fabrica totaled $24,908,523 for the year ended December 31, 2013, and are recorded in cost of sales.  In addition, as disclosed in Note 3, all the Company’s waste paper sales are to Fabrica.

 

7



 

Note 5 — Employee Benefit Plan

 

During 2013, the Company maintained a 401(k) retirement savings plan for employees.  The Company did not contribute to the plan during 2013.  The plan was terminated effective December 31, 2013.

 

Note 6 — Income Taxes

 

Deferred income taxes consist of the following as of December 31, 2013:

 

Federal and state net operating loss carryforwards

 

$

133,126

 

Allowance for doubtful accounts

 

39,460

 

Other

 

3,589

 

 

 

 

 

 

 

$

176,175

 

 

The Company had available at December 31, 2013, approximately $334,000 in net operating loss carryforwards that may be applied against future taxable income.  The net operating loss carryforwards expire beginning in 2019.

 

The effective tax rate of approximately 41% differs from the federal statutory rate of 34% primarily due to state income taxes.

 

Note 7 — Subsequent Event — Sale of Paper Products Business

 

As explained below, subsequent to December 31, 2013, Fabrica entered into a series of transactions which effectively transferred the rights to supply its U.S. market business to Orchids Paper Products Company.

 

Fabrica entered into a supply agreement with Elgin Finance & Investment Corp. (Elgin).  The agreement provided Elgin the exclusive right to supply Fabrica’s U.S. business.

 

On May 5, 2014, Fabrica entered into an asset purchase agreement with Orchids Paper Products Company and its wholly owned subsidiary (Orchids).  Pursuant to the terms of the agreement, in exchange for 411,650 shares of Orchid’s common stock valued at approximately $12 million, Fabrica sold to Orchids the following assets upon the transaction close on June 3, 2014:

 

·                  Fabrica’s U.S. customer list, open purchase orders at closing with those customers and certain customer contracts representing all of Golden Gate’s paper products customers.

 

·                  Exclusive rights to certain of Golden Gate’s trademarks in the U.S.

 

·                  Fabrica’s and its affiliates’ (including Golden Gate’s) covenant not to compete in the U.S.

 

·                  Certain manufacturing equipment owned by Fabrica consisting of a paper machine, two converting lines and all related components and ancillary items.

 

Concurrently with the closing of the asset purchase agreement, Orchids paid Elgin total consideration of $24.7 million, consisting of $16.7 million in cash and 274,433 shares of Orchids common stock valued at $8 million in exchange for the assignment to Orchids of Elgin’s supply agreement with Fabrica.  Upon assignment to Orchids, the supply agreement was cancelled.

 

8



 

As contemplated in the asset purchase agreement, upon closing of the transaction Orchids and Fabrica signed a new supply agreement whereby Fabrica will supply Orchids with up to 18,000 metric tons of paper products each year at average cost with an option for Orchids to purchase an additional 7,000 metric tons at a price that results in the converted product being shared equally between Fabrica and Orchids.  The agreement has an initial term of 20 years; thereafter, the agreement shall continue until terminated by either party upon 90-days written notice.  The agreement may be terminated earlier upon certain conditions, which may result in Fabrica being responsible for liquidating damages to Orchids ranging from $20 million to $100 million.

 

In addition, Orchids and Fabrica entered into an agreement to lease back to Fabrica the manufacturing assets sold in the asset purchase agreement.  The rental fee will be based upon the number of metric tons shipped by Fabrica to Orchids, subject to annual adjustment based on the calculation of the annual purchase price in the Orchids supply agreement.  The lease agreement term runs concurrently with the supply agreement.  Under the agreement, Orchids has a put option to sell the equipment back to Fabrica for $12 million upon the termination of the lease.

 

The following represents the book value of the manufacturing equipment sold as recorded by Fabrica in its December 31, 2013, financial statements:

 

 

 

Gross

 

Accumulated

 

Net

 

Net

 

 

 

Book Value

 

Depreciation

 

Book Value

 

Book Value

 

 

 

(pesos)

 

(pesos)

 

(pesos)

 

(U.S. dollars)

 

 

 

 

 

 

 

 

 

 

 

Manufacturing equipment

 

$

31,145,294

 

$

(23,332,149

)

$

7,813,145

 

$

597,495

 

 

The book value is presented on the basis of accounting as prescribed by the Mexican Financial Reporting Standards.  The book value includes restatements for the effects of inflation on purchases made through December 31, 2007, and certain expenditures for improvements to the equipment have been expensed which would have been capitalized under U.S. Generally Accepted Accounting Principles.  The net book value was converted to U.S. dollars using the exchange rate in effect at December 31, 2013, of 13.0765 pesos per U.S. dollar.

 

9