Exhibit 99.2
Unaudited Condensed Consolidated Financial Statements
Cheney Brothers, Inc. and Subsidiaries
As of and For the Three Months Ended August 31, 2024
Cheney Brothers, Inc. AND SUBSIDIARIES
CONDENSED CONSOLIDATED UNAUDITED BALANCE SHEET
As of August 31, 2024
($ Amounts in Thousands)
|
| 08/31/24 | |
ASSETS |
|
|
|
Cash |
| $ | 289 |
Accounts receivable, net of allowance for credit losses of $6,200 |
|
| 158,724 |
Other receivables, net of allowance for credit losses of $1,074 |
|
| 18,725 |
Inventories, net |
|
| 246,230 |
Prepaid expenses |
|
| 13,276 |
TOTAL CURRENT ASSETS |
|
| 437,244 |
|
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|
|
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $218,563 |
|
| 494,846 |
|
|
|
|
OTHER NONCURRENT ASSETS |
|
|
|
Goodwill |
|
| 8,011 |
Other intangibles, net of accumulated amortization of $10,298 |
|
| 4,723 |
Interest rate swap agreements |
|
| 15,300 |
Operating lease right-of-use assets, net |
|
| 3,945 |
Other |
|
| 9,083 |
|
|
| 41,062 |
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|
| $ | 973,152 |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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CURRENT LIABILITIES |
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|
Outstanding checks in excess of deposits |
| $ | 30,397 |
Current portion of long-term debt |
|
| 40,319 |
Accounts payable |
|
| 128,315 |
Current portion of operating lease liabilities |
|
| 1,110 |
Accrued wages |
|
| 21,621 |
Accrued expenses |
|
| 32,524 |
Income taxes payable |
|
| 3,546 |
TOTAL CURRENT LIABILITIES |
|
| 257,832 |
|
|
|
|
DEFERRED INCOME TAXES |
|
| 27,032 |
DEFERRED INCOME |
|
| 558 |
LONG-TERM OPERATING LEASE LIABILITIES |
|
| 2,835 |
LONG-TERM DEBT, net of current portion and unamortized loan costs |
|
| 299,213 |
TOTAL LIABILITIES |
|
| 587,470 |
COMMITMENTS AND CONTINGENCIES (Note 10) |
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STOCKHOLDERS' EQUITY |
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Preferred Stock; 15,000 shares authorized; none issued |
|
| - |
Series A Convertible Preferred Stock; $0.01 par; 10,000 shares authorized; |
|
|
|
5,274 shares issued and outstanding |
|
| 142,286 |
Common stock; $1 par; 50,000 shares authorized; |
|
|
|
9,796 shares issued and outstanding |
|
| 10 |
Additional paid-in capital |
|
| 258 |
Retained earnings |
|
| 231,728 |
Accumulated other comprehensive income |
|
| 11,400 |
|
|
| 385,682 |
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|
|
|
|
| $ | 973,152 |
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|
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | |||
1
Cheney Brothers, Inc. AND SUBSIDIARIES
CONDENSED CONSOLIDATED UNAUDITED STATEMENT OF INCOME
For the three months ended August 31, 2024
($ Amounts in Thousands)
|
| 08/31/24 | |
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|
NET SALES |
| $ | 818,457 |
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|
COST OF SALES |
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| 673,486 |
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|
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|
GROSS PROFIT |
|
| 144,971 |
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|
OPERATING EXPENSES |
|
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|
Selling |
|
| 31,765 |
Delivery and warehouse |
|
| 63,849 |
Office and general |
|
| 31,246 |
TOTAL OPERATING EXPENSES |
|
| 126,860 |
|
|
|
|
INCOME FROM OPERATIONS |
|
| 18,111 |
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|
|
|
|
|
|
|
OTHER INCOME (EXPENSE) |
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|
Interest expense, net of interest income of $13 |
|
| (3,221) |
Other income |
|
| 254 |
OTHER INCOME (EXPENSE), NET |
|
| (2,967) |
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|
|
|
INCOME BEFORE INCOME TAX EXPENSE |
|
| 15,144 |
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|
|
|
INCOME TAX EXPENSE, net |
|
| (3,900) |
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|
|
|
NET INCOME |
| $ | 11,244 |
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|
|
See notes to condensed consolidated financial statements
2
Cheney Brothers, Inc. AND SUBSIDIARIES
CONDENSED CONSOLIDATED UNAUDITED STATEMENT OF COMPREHENSIVE INCOME
For the three months ended August 31, 2024
($ Amounts in Thousands)
|
| 08/31/24 | |
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|
|
|
NET INCOME |
| $ | 11,244 |
|
|
|
|
Other comprehensive income |
|
|
|
Unrealized loss on interest rate swap agreements, |
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|
|
net of tax of $500 |
|
| (1,400) |
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|
|
|
TOTAL COMPREHENSIVE INCOME |
| $ | 9,844 |
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|
|
|
See notes to condensed consolidated financial statements
3
Cheney Brothers, Inc. AND SUBSIDIARIES
CONDENSED CONSOLIDATED UNAUDITED STATEMENT OF STOCKHOLDERS’ EQUITY
For the three months ended August 31, 2024
($ Amounts in Thousands)
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| Accumulated |
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| ||
| Series A Convertible |
| Common |
| Additional |
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| Other |
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| Preferred Stock |
| Stock |
| Paid-In |
| Retained |
| Comprehensive |
| |||||||||||
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Earnings |
| Income |
| Total | ||||||
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Balance at May 31, 2024 | 5,274 |
| $ | 142,286 |
| 9,796 |
| $ | 10 |
| $ | 258 |
| $ | 220,484 |
| $ | 12,800 |
| $ | 375,838 |
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Net income | - |
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| - |
| - |
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| - |
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| - |
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| 11,244 |
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| - |
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| 11,244 |
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Unrealized loss on interest |
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rate swap agreements, net of tax | - |
|
| - |
| - |
|
| - |
|
| - |
|
| - |
|
| (1,400) |
|
| (1,400) |
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Balance at August 31, 2024 | 5,274 |
| $ | 142,286 |
| 9,796 |
| $ | 10 |
| $ | 258 |
| $ | 231,728 |
| $ | 11,400 |
| $ | 385,682 |
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See notes to condensed consolidated financial statements
4
Cheney Brothers, Inc. AND SUBSIDIARIES
CONDENSED CONSOLIDATED UNAUDITED STATEMENT OF CASH FLOWS
August 31, 2024
($ Amounts in Thousands)
|
| 08/31/24 | |
OPERATING ACTIVITIES |
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|
|
Net income |
| $ | 11,244 |
Adjustments to reconcile net income to net cash |
|
|
|
provided by operating activities |
|
|
|
Depreciation and amortization |
|
| 14,837 |
Non-cash lease expense |
|
| 486 |
Loss on sale of property and equipment |
|
| 41 |
Provision for credit losses |
|
| (728) |
Deferred income tax provision |
|
| 0 |
Change in operating assets and liabilities: |
|
|
|
Increase in accounts receivable |
|
| (2,155) |
Decrease in other receivables |
|
| 1,779 |
Decrease in inventories |
|
| 10,945 |
Increase in prepaid expenses |
|
| (3,276) |
(Increase) in other noncurrent assets |
|
| (758) |
(Decrease) in accounts payable |
|
| (12,834) |
Increase in accrued wages |
|
| 5,386 |
(Decrease) in accrued expenses |
|
| (7,379) |
Decrease in operating lease liabilities |
|
| (486) |
Increase in income taxes payable |
|
| 3,545 |
Decrease in deferred income |
|
| (25) |
NET CASH PROVIDED BY OPERATING ACTIVITIES |
|
| 20,622 |
|
|
|
|
INVESTING ACTIVITIES |
|
|
|
Capital expenditures |
|
| (10,871) |
NET CASH USED IN INVESTING ACTIVITIES |
|
| (10,871) |
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|
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FINANCING ACTIVITIES |
|
|
|
Borrowings (repayment) on line of credit, net |
|
| (20,325) |
Increase in outstanding checks in excess of deposits |
|
| 19,028 |
Borrowings on long-term debt |
|
| 1,805 |
Repayments on long-term debt |
|
| (10,303) |
NET CASH USED IN FINANCING ACTIVITIES |
|
| (9,795) |
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NET DECREASE IN CASH |
|
| (44) |
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CASH, BEGINNING OF PERIOD |
|
| 333 |
|
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CASH, END OF PERIOD |
| $ | 289 |
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SUPPLEMENTAL CASH FLOW INFORMATION: |
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Cash paid during the period for interest |
| $ | 3,144 |
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Cash paid during the period for income taxes |
| $ | 0 |
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|
See notes to condensed consolidated financial statements
5
Cheney Brothers, Inc. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
August 31, 2024
($ Amounts in Thousands)
NOTE 1 – SUMMARY OF BUSINESS ACTIVITIES
Business: Cheney Brothers, Inc (the “Company”) is a marketer and distributor of food and food service products. The Company is incorporated in the State of Florida and has been operating primarily in Florida, North and South Carolina, and to a lesser degree other states in the southeast and internationally since 1928. The Company primarily provides its products to restaurants, hotels and other institutions.
Acquisition of the Company: On August 13, 2024, the owners of the Company entered into a Purchase Agreement under which Performance Food Group will acquire 100% of the outstanding shares of the Company. The agreement received all necessary regulatory approval and was subsequently closed on October 8, 2024.
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation: The accompanying consolidated financial statements include the accounts of Cheney Brothers, Inc. and its wholly-owned subsidiaries, Cheney OFS, Inc. (“OFS”), a Florida corporation, Coast to Coast Importing, LLC (“Coast to Coast”), a Florida limited liability company, GWB, LLC (“GWB”), a Florida limited liability company, Belgium Butter, Nut & Candy, LLC (“Belgium”), a Florida limited liability company, Blue Reef Fish Company, LLC (“Blue Fish”), a Florida limited liability company, Meat and Seafood Solutions, LLC (“Meat & Seafood”), a North Carolina limited liability company, Cheney Properties, LLC (“Properties”), a Florida limited liability company, Coast to Coast Cold Storage, LLC (“Cold Storage”), a Florida limited liability company, CDL Right Now!, LLC (“CDL”), a Florida limited liability company, and Coast to Coast Express Aviation, LLC (“Aviation”), a Florida limited liability company. Intercompany transactions and balances have been eliminated in consolidation.
The consolidated financial statements have been prepared by the Company, without audit. The financial statements include a consolidated balance sheet, a consolidated statement of income, a consolidated statement of comprehensive income, a consolidated statement of stockholders’ equity, and a consolidated statement of cash flows. In the opinion of management, all adjustments, which consist of normal recurring adjustments, except as otherwise disclosed, necessary to present fairly the financial position, results of operations, comprehensive income, stockholders’ equity, and cash flows for all periods presented have been made.
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The results of operations are not necessarily indicative of the results to be expected for the full fiscal year. Therefore, these financial statements should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended May 31, 2024. Certain footnote disclosures included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted herein pursuant to applicable rules and regulations for interim financial statements.
NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS
Recently Issued Accounting Pronouncements Not Yet Adopted: In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 840) - Improvements to Income Tax Disclosures, which provides guidance regarding disclosures for income tax, specifically effective tax rates and income taxes paid. This ASU will be effective for fiscal years beginning after December 15, 2025. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.
6
NOTE 4 – ALLOWANCE FOR CREDIT LOSSES
A summary of the activity in the allowance for credit losses on trade receivables is as follows:
| Aug. 31, 2024
|
Balance at beginning of year Charged to costs and expenses, net of recoveries Customer accounts written off
Balance at end of period | $ 6,900 214 (914)
$ 6,200 |
The Company also keeps an allowance for credit losses on other receivables in the amount of $1,074.
NOTE 5 – PROPERTY AND EQUIPMENT, NET
Major classes of property and equipment, net as of August 31, 2024 are as follows:
| Aug. 31, 2024
|
Land Buildings and improvements Furniture and equipment Computer and warehouse management systems Transportation equipment Right-of-use assets, financing
Less accumulated depreciation | $ 17,543 319,785 88,404 75,161 3,300 209,216 713,409 (218,563)
$ 494,846 |
Depreciation expense for the quarter ended August 31, 2024 was $14,461. This includes amortization expense of $7,958 for finance right-of-use assets.
NOTE 6 – LINE OF CREDIT
The Company has a line of credit with a bank secured by the trade accounts receivable and inventory of the Company. The line of credit provides for a maximum borrowing of $300 million based on availability at 62% of eligible Company inventory up to a maximum of $150 million and 85% of eligible accounts receivable. Interest on the line of credit is payable monthly at the average monthly SOFR (Secured Overnight Financing Rate) rate plus 1.35% to 1.95% depending upon the Company’s excess availability. In connection with an amendment to the line of credit, the Company entered into an interest rate swap agreement with the lender which provides that the Company will pay a fixed rate of 1.965% on $45 million of the outstanding line of credit balance through January 13, 2027. The excess availability at August 31, 2024 was $271.7 million. The interest rate was 1.965% at August 31, 2024.
The entire outstanding principal balance on August 31, 2024, of approximately $8 million, is due January 13, 2027. The balances are reported net of unamortized loan costs of $821. The available balance of the line of credit fluctuates during the year as the balance of the Company’s accounts receivable and inventory increases during seasonal peaks of the Company’s market area.
The Company’s outstanding checks in excess of deposits amounting to $30,397 at August 31, 2024 represent the Company’s outstanding checks at a given point in time that are funded by the line of credit on a daily basis.
The loan includes certain financial covenants imposed by the bank.
7
NOTE 7 – INTEREST RATE SWAP AGREEMENTS
Simultaneously with its line of credit and mortgage loan agreements, the Company entered into Receive-variable/Pay Fixed interest rate swap agreements with various banks as a hedge against future interest rate
increases on loans with a notional amount of approximately $154,000. Under the terms of the swaps, the notional amount was equivalent to the outstanding principal balance on the loans and the Company received interest at a variable rate equivalent to the bank's floating market rates. The swap agreements fix the interest rate through maturity of the swap agreements which match the loan maturing dates. The swaps decreased the Company’s exposure to variable interest rates by fixing the interest rate on the various loans.
The swap agreements are reported as an asset at August 31, 2024 on the consolidated balance sheets at their fair value of $15,300, and the unrealized loss, net of income taxes, related to the change in fair value of the interest rate swap agreements of $1,400 is reported as other comprehensive income. The fair value of the interest rate swap agreements was provided by the banks originating the loans which were the counterparty to the agreements, based on their proprietary pricing models using inputs that are derived principally from or corroborated by observable market data. The Company's interest rate swap agreements are measured at fair value on a recurring basis and represent Level 2 on the fair value hierarchy.
NOTE 8 – LONG-TERM DEBT
Long-term debt consists of the following as of August 31, 2024:
| Aug. 31, 2024 |
Mortgage loans, collateralized by substantially all property and equipment of the Company. |
$ 169,918 |
Equipment loans, collateralized by certain warehouse equipment and computer hardware and software.
Unsecured loans |
13,421
6,385
|
Total principal, net of unamortized loan costs Less current portion Noncurrent portion of long-term debt
Line of credit, net of unamortized loan costs (Note 6)
Long-term debt, net of current portion and unamortized loan costs | 189,724 10,219 179,505 7,578
$ 187,083 |
Lease liabilities for finance ROU assets are not included in the table above and are addressed in Note 11.
Interest expense on long-term liabilities, excluding liabilities for finance ROU assets (see Note 11), was $2,449.
NOTE 9 – INCOME TAX EXPENSE
The Company’s effective tax rate was 26% for the three months ended August 31, 2024. The difference between the provision for income taxes and the amount of income tax expense that would result from applying domestic federal statutory tax rate to pretax income is principally attributable to the following:
| Aug. 31, 2024 |
Federal statutory rate of 21% Effect of state income taxes Other
Income tax expense |
$ 3,180 664 56
$ 3,900 |
8
NOTE 10 – COMMITMENTS AND CONTINGENCIES
Litigation: The Company is periodically involved in litigation either as a plaintiff or as a defendant. Management believes that there are presently no matters that would have a material effect on the Company’s financial position or results of operations.
Construction Commitment: The Company entered into construction contracts to build a distribution facility in Florence, South Carolina and two production facilities in St Cloud, Florida and Pompano Beach, Florida. The contracts are for approximately $97,000 for the distribution facility and approximately $44,000 combined for the production facilities. Projects are expected to be completed in the next two years. At August 31, 2024, approximately $18,000 and $12,000 have been expended in connection with the distribution facility and production facilities, respectively. These amounts are included in Buildings and improvements in Note 5 – Property and Equipment, Net.
Equipment Commitment: See Note 11 – Leases for information on additional lease commitments entered into by the Company.
NOTE 11 – LEASES
Leases: The Company leases trucks, office space, office equipment, and warehouse equipment. It is determined at inception if the arrangement is a lease. Operating leases are included in operating lease right-of-use “ROU” assets, current operating lease liabilities, and long-term operating lease liabilities on the accompanying condensed consolidated balance sheets. Finance leases are included in property and equipment, net, current portion of long-term debt, and long-term debt on the accompanying condensed consolidated balance sheets.
The Company has leases with remaining lease terms of up to 23 years. As of August 31, 2024, assets recorded under finance leases were $209,216 and accumulated depreciation associated with finance leases was $68,205.
The following table presents the location of the finance right-of-use assets and lease liabilities in the Company’s consolidated balance sheets.
| Condensed Consolidated Balance Sheet Location | Aug. 31, 2024 |
Finance right-of-use assets | Property and equipment, net | $ 141,011 |
Current finance lease liabilities | Current portion of long-term debt | 30,100 |
Long-term finance lease liabilities | Long-term debt, net of current portion | 112,130 |
The components of lease expense were as follows:
| Aug. 31, 2024 |
Operating lease cost | $ 486 |
Finance lease cost |
|
Amortization of right-of-use assets | $ 7,958 |
Interest on lease liabilities | 772 |
Total finance lease cost | $ 8,730 |
Other information related to leases was as follows:
Weighted Average Remaining Lease Term
| Aug. 31, 2024 |
Operating leases | 11.69 yrs |
Finance leases | 5.80 yrs |
Weighted Average Remaining Discount Rate
| Aug. 31, 2024 |
Operating leases | 2.57% |
Finance leases | 2.16% |
9
Supplemental Cash Flow Information:
Cash paid for amounts included in the measurement of lease liabilities: | |
| Aug. 31, 2024 |
Operating cash flows from operating leases | $ 486 |
Finance cash flows from finance leases | 7,855 |
Right-of-use assets obtained in exchange for lease obligations: | |
| Aug. 31, 2024 |
Operating leases | $ 0 |
Finance leases | 12,146 |
Future minimum lease payments under non-cancellable leases as of August 31, 2024 were as follows:
Quarter Ending August 31, | Operating Leases | Finance Leases | Total |
2025 | $ 1,096 | $ 24,949 | $ 26,045 |
2026 | 842 | 29,612 | 30,454 |
2027 | 698 | 27,113 | 27,811 |
2028 | 364 | 22,417 | 22,781 |
2029 | 122 | 18,659 | 18,781 |
Thereafter | 2,031 | 32,243 | 34,274 |
Total future minimum lease payments | 5,153 | 154,993 | 160,146 |
|
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|
|
Less imputed interest | (1,208) | (12,763) | (13,972) |
Total | $ 3,945 | $ 142,230 | $ 146,174 |
As of August 31, 2024, we have entered into agreements to acquire new leased equipment which will result in additional estimated finance lease payments of $12,660 annually over the life of the leases, between 5 years and 8 years. These leases will commence between fiscal year 2025 and fiscal year 2027.
NOTE 12 – REVENUE
Revenue Recognition: The Company has certain customer contracts in which upfront monies are paid to its customers. These payments are not related to financing of the customer’s business. They are not associated with any distinct good or service to be received from the customer and, therefore, are treated as a reduction of transaction prices. All upfront payments are capitalized and amortized over the life of the contract or the expected life of the relationship with the customer on a straight-line basis. As of August 31, 2024, these contract assets were not significant.
Contract assets represent the Company’s right to consideration based on satisfied performance obligations from contracts with customers. Contract assets consist of accounts receivable which were $164,924 as of August 31, 2024. Contract liabilities represent payments received from customers prior to the satisfaction of the corresponding performance obligations. Contract liabilities are recognized as revenue once the corresponding performance obligations are satisfied based on the contract with the customer. Contract liabilities, which are included in deferred income on the consolidated balance sheet, were $558, at August 31, 2024.
The incremental cost of obtaining a contract with a customer is recorded as deferred costs if the Company expects to recover such costs that the Company would not have incurred if the contract had not been obtained. If the costs would have been incurred regardless of whether the contract was obtained, they are expensed as incurred unless such costs are explicitly chargeable to the customer, whether or not the contract is obtained. The Company did not incur any significant amount of such costs and no amounts have been deferred during the three months ended August 31, 2024.
The Company recognizes consideration received from vendors as a reduction to cost of sales when the services performed in connection with the monies received are completed and when the related product has been sold. In
10
many instances, the vendor consideration is in the form of a specified amount per case or per pound. In these instances, the Company recognizes the vendor consideration as a reduction of cost
of sales when the product has sold. As of August 31, 2024, the rebate amounts receivable aggregate $17,246 and are included in other receivables in the accompanying Condensed Consolidated Balance Sheets.
Disaggregation of sales: The below table represents a disaggregation of revenue for the Company’s principal product categories.
Principal product categories | Aug. 31, 2024 |
Frozen fruits, vegetables, desserts, etc. | $ 185,525 |
Dry goods | 139,341 |
Refrigerated goods | 112,774 |
Fresh and frozen meat | 109,336 |
Paper and disposables | 67,729 |
Fresh and frozen seafood | 56,556 |
Fresh poultry | 51,204 |
Fresh produce | 39,164 |
Beverage | 37,870 |
Other | 18,958 |
|
|
Total sales | $ 818,457 |
11