Exhibit 99.7
STX FREIGHT COMPANY
CONROE, TEXAS
FINANCIAL STATEMENTS
NINE MONTHS ENDED
SEPTEMBER 30, 2013 AND 2012
STX FREIGHT COMPANY
TABLE OF CONTENTS
| Page |
| |
FINANCIAL STATEMENTS | |
Unaudited Balance Sheets | 2 |
Unaudited Statements of Income | 3 |
Unaudited Statement of Changes in Stockholders’ Equity | 4 |
Unaudited Statements of Cash Flows | 5 |
Unaudited Notes to Financial Statements | 6 |
i
STX FREIGHT COMPANY
CONROE, TEXAS
BALANCE SHEETS
SEPTEMBER 30, 2013(UNAUDITED) AND DECEMBER 31, 2012
| | 2013 | | 2012 | |
| | (unaudited) | | | |
| | | |
ASSETS | | | | | |
Current Assets | | | | | |
Cash | | $ | 345,823 | | $ | 281,729 | |
Accounts Receivable | | 63,090 | | 35,330 | |
Prepaid Insurance | | 266,561 | | 157,975 | |
Total Current Assets | | 675,474 | | 475,034 | |
TOTAL ASSETS | | $ | 675,474 | | $ | 475,034 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | |
Current Liabilities | | | | | |
Accounts Payable | | $ | — | | $ | — | |
Income Tax Payable | | 38,631 | | — | |
Note Payable-Insurance | | 207,024 | | 116,915 | |
Total Current Liabilities | | 245,655 | | 116,915 | |
TOTAL LIABILITIES | | 245,655 | | 116,915 | |
STOCKHOLDERS’ EQUITY | | | | | |
Common stock, no par value 1,000,000 shares authorized; 9,000 shares issued; 9,000 outstanding | | 43,000 | | 43,000 | |
Retained earnings | | 386,819 | | 315,119 | |
Total Stockholders’ Equity | | 429,819 | | 358,119 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | 675,474 | | $ | 475,034 | |
The accompanying notes are an integral part of these financial statements.
2
STX FREIGHT COMPANY
CONROE, TEXAS
UNAUDITED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
| | 2013 | | 2012 | |
NET SALES | | $ | 5,518,659 | | $ | 5,561,381 | |
COST OF SALES | | | | | |
Equipment Rental | | 787,704 | | 685,697 | |
Fuel | | 1,027,241 | | 975,069 | |
Insurance | | 214,979 | | 208,154 | |
Labor | | 1,402,380 | | 1,207,410 | |
Maintenance and Repairs | | 815,860 | | 713,054 | |
| | 4,248,164 | | 3,789,384 | |
GROSS PROFIT | | 1,270,495 | | 1,771,997 | |
GENERAL AND ADMINISTRATIVE EXPENSES | | 242,710 | | 178,781 | |
OPERATING INCOME | | 1,027,785 | | 1,593,216 | |
OTHER INCOME (EXPENSE) | | | | | |
Miscellaneous income | | 546 | | 465 | |
Total Other Income (Expense) | | 546 | | 465 | |
INCOME BEFORE INCOME TAXES | | 1,028,331 | | 1,593,681 | |
PROVISION FOR INCOME TAXES | | 38,631 | | 38,930 | |
NET INCOME | | $ | 989,700 | | $ | 1,554,751 | |
The accompanying notes are an integral part of these financial statements.
3
STX FREIGHT COMPANY
CONROE, TEXAS
UNAUDITED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013
| | COMMON
STOCK | | RETAINED
EARNINGS | | STOCKHOLDERS’
EQUITY | |
BALANCE AS OF DECEMBER 31, 2012 | | $ | 43,000 | | $ | 315,119 | | $ | 358,119 | |
Distributions | | — | | (918,000 | ) | (918,000 | ) |
Net income | | — | | 989,700 | | 989,700 | |
BALANCE AS OF SEPTEMBER 30, 2013 | | $ | 43,000 | | $ | 386,819 | | $ | 429,819 | |
The accompanying notes are an integral part of these financial statements.
4
STX FREIGHT COMPANY
CONROE, TEXAS
UNAUDITED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
| | 2013 | | 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | |
Cash received from customers | | $ | 5,501,012 | | $ | 5,566,194 | |
Cash paid to suppliers and employees | | (4,463,571 | ) | (3,971,690 | ) |
State income taxes paid | | (55,347 | ) | (4,601 | ) |
Net cash provided by operating activities | | 982,094 | | 1,589,903 | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | |
Distributions paid | | (918,000 | ) | (1,440,000 | ) |
Net cash used in financing activities | | (918,000 | ) | (1,440,000 | ) |
| | | | | |
Net increase in cash | | 64,094 | | 149,903 | |
Cash at beginning of year | | 281,729 | | 325,162 | |
Cash at end of year | | $ | 345,823 | | $ | 475,065 | |
RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: | | | | | |
Net income | | $ | 989,700 | | $ | 1,554,751 | |
(Increase) Decrease in: | | | | | |
Accounts receivable | | (27,760 | ) | 2,659 | |
Prepaid Insurance | | (108,586 | ) | (93,790 | ) |
Accounts payable | | — | | — | |
Income tax payable | | 38,631 | | 38,930 | |
Notes Payable-Insurance | | 90,109 | | 87,353 | |
Net cash provided by operating activities | | $ | 982,094 | | $ | 1,589,903 | |
The accompanying notes are an integral part of these financial statements.
5
STX FREIGHT COMPANY
CONROE, TEXAS
UNAUDITED NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013
NOTE 1 - NATURE OF ACTIVITIES AND BASIS OF PRESENTATION
Nature of Activities
STX Freight Company (the “Company”) was organized in the State of Texas on February 4, 1994, and is engaged in providing private carrier freight services for Chemical Specialists and Development, Inc. (“CSD, Inc.”) and common carrier freight services to serve as a carrier for-hire to handle backhaul loads for CSD, Inc. customers. CSD, Inc. provides the work force for the Company and is reimbursed by the Company for all wages and benefits.
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. As such, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments, except as disclosed herein) considered necessary for a fair statement have been included.
The unaudited financial data as of December 31, 2012 presented in these unaudited financial statements were derived from Company’s audited financial statements, but do not include all disclosures required by U.S. GAAP. Interim financial data should be read in conjunction with the audited financial statements and accompanying notes for the fiscal year ended December 31, 2012.
Uncertain Tax Provisions
Management has determined that the Company does not have any uncertain tax positions and associated unrecognized benefits or liabilities that materially impact the financial statements or related disclosures. Since tax matters are subject to some degree of uncertainty, there can be no assurance that the Company’s tax returns will not be challenged by the taxing authorities and that the Company or its stockholders will not be subject to additional tax, penalties, and interest as a result of such challenge. Generally, the Company’s tax returns remain open for three years for federal and state income tax examination.
NOTE 2 - RELATED PARTY TRANSACTIONS
A reciprocal agreement exists between CSD, Inc. and the Company. CSD, Inc. provides administrative support services to the Company on the business premises of CSD, Inc. and the Company provides CSD, Inc. with all of its shipping and freight forwarding services. During the term of the agreement, CSD, Inc. agrees to furnish at its sole cost and without reimbursement from the Company, the cost of all facilities, utilities and insurance for all personal property. The Company reimburses CSD, Inc. for all payroll and benefit expenses. A majority of the stockholders of the Company are stockholders of CSD, Inc. The following table illustrates the amounts transacted with CSD, Inc.
| | 2013 | | 2012 | |
Sales to CSD, Inc. | | $ | 4,909,020 | | $ | 4,920,878 | |
Amounts remitted to CSD, Inc. included in Cost of Sales | | $ | 1,587,208 | | $ | 1,323,587 | |
Amounts remitted to CSD, Inc. included in General and Administrative expenses | | $ | 121,778 | | $ | 54,467 | |
The Company leases trucks, tractors, and trailers from a company owned by a shareholder of the Company. The terms of these leases have been significantly affected by the fact that the lessee (the Company) and the lessor are related. Therefore, the classifications and accounting for these related party leases have been treated as operating leases. The following is a schedule by years of future minimum rental payments under the related party leases at September 30, 2013:
6
STX FREIGHT COMPANY
CONROE, TEXAS
UNAUDITED NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013
Twelve Months ended
September 30 | | | |
2014 | | $ | 723,300 | |
2015 | | 501,300 | |
2016 | | 501,300 | |
2017 | | 296,725 | |
2018 and later | | 134,300 | |
Total | | $ | 2,156,925 | |
NOTE 3 - MAJOR CUSTOMERS
CSD, Inc. is a major customer for the Company. Annual sales to CSD, Inc. for the nine months ended September 30, 2013 and 2012 represented eighty-nine percent (89%) and eighty-eight (88%), respectively, of total sales.
NOTE 4 - SUBSEQUENT EVENTS
The Company, along with CSD, Inc., was acquired by a subsidiary of Nexeo Solutions Holdings, LLC (“Nexeo Solutions”). Nexeo Solutions completed the transaction on December 2, 2013. As of the closing date, CSD, Inc. entered into a revised equipment lease acceptable to Nexeo and the various rental trucking equipment suppliers.
Events occurring after September 30, 2013 have been evaluated through January 29, 2014, the date when these financial statements were available to be issued.
7
