SCHILLI TRANSPORTATION SERVICES, INC. AND AFFILIATES
(THE ENTITIES OF THOMAS R. SCHILLI AND FAMILY)
Consolidated Balance Sheets
(Unaudited)
| | | | | | |
| | April 1, | | December 31, |
| | 2017 | | 2016 |
Assets | | | | | | |
Current assets | | | | | | |
Cash and cash equivalents | | $ | 959,832 | | $ | 102,166 |
Accounts receivable, net of allowance of $159,196 and $328,699 | | | 8,899,799 | | | 8,389,023 |
Investments | | | 301,101 | | | — |
Inventory | | | 1,691,427 | | | 1,650,053 |
Held for sale equipment | | | 1,661,587 | | | 1,929,507 |
Prepaid expenses | | | 1,218,666 | | | 1,593,604 |
Notes receivable, current | | | 160,515 | | | 49,360 |
Notes receivable, related party | | | 285,000 | | | — |
Income taxes receivable | | | 314,611 | | | 314,611 |
Deferred income taxes | | | 61,000 | | | 170,000 |
Total current assets | | | 15,553,538 | | | 14,198,324 |
| | | | | | |
Property and equipment, net | | | 46,940,891 | | | 48,486,327 |
Accounts receivable | | | — | | | 360,000 |
Notes receivable | | | 388,041 | | | 80,564 |
Other assets | | | 162,146 | | | 64,241 |
Total assets | | | 63,044,616 | | | 63,189,456 |
| | | | | | |
Liabilities and Shareholders' Equity | | | | | | |
Current liabilities | | | | | | |
Accounts receivable sold with recourse | | | 2,572,999 | | | 2,023,270 |
Bank line of credit | | | 233,105 | | | 168,761 |
Current maturities of long-term debt | | | 6,455,175 | | | 6,878,349 |
Accounts payable | | | 1,864,192 | | | 1,802,939 |
Notes payable, related party | | | 25,000 | | | 25,000 |
Employee compensation and amounts due operators | | | 1,557,987 | | | 1,436,829 |
Other accrued liabilities | | | 2,567,318 | | | 1,159,571 |
Total current liabilities | | | 15,275,776 | | | 13,494,719 |
| | | | | | |
Long-term debt | | | 24,079,664 | | | 24,533,393 |
Notes payable, related party | | | — | | | 340,000 |
Other long-term liabilities | | | 206,004 | | | 235,407 |
Deferred income taxes | | | 3,405,000 | | | 4,490,000 |
Total long-term liabilities | | | 27,690,668 | | | 29,598,800 |
Total liabilities | | | 42,966,444 | | | 43,093,519 |
| | | | | | |
Commitments and Contingencies (Note 6) | | | | | | |
| | | | | | |
Shareholders’ equity | | | | | | |
Common stock, no par value, 1,000 shares authorized, issued and outstanding | | | 1,000 | | | 1,000 |
Additional paid-in-capital | | | 2,480 | | | 2,480 |
Retained earnings | | | 1,101,285 | | | 1,094,408 |
Shareholders' equity in Schilli Transportation Services, Inc. | | | 1,104,765 | | | 1,097,888 |
| | | | | | |
Noncontrolling interest in consolidated affiliates | | | 18,973,407 | | | 18,998,049 |
Total shareholders’ equity | | | 20,078,172 | | | 20,095,937 |
Total liabilities and shareholders’ equity | | $ | 63,044,616 | | $ | 63,189,456 |
SCHILLI TRANSPORTATION SERVICES, INC. AND AFFILIATES
(THE ENTITIES OF THOMAS R. SCHILLI AND FAMILY)
Consolidated Statements of Operations
For the Three Months Ended April 1, 2017 and April 2, 2016
(Unaudited)
| | | | | | |
| | April 1, | | April 2, |
| | 2017 | | 2016 |
Revenues | | | | | | |
Transportation and logistics | | $ | 16,123,417 | | $ | 18,194,470 |
Equipment leasing | | | 423,193 | | | 426,106 |
Fuel | | | 1,356,224 | | | 1,339,081 |
Supplies and maintenance | | | 327,678 | | | 362,813 |
Building leasing | | | 82,256 | | | 94,336 |
Sales of leased/rental equipment | | | 1,069,517 | | | 302,748 |
Total revenues | | | 19,382,285 | | | 20,719,554 |
| | | | | | |
Operating expenses | | | | | | |
Purchased transportation | | | 1,824,228 | | | 2,255,744 |
Fuel | | | 3,318,909 | | | 3,064,770 |
Supplies and maintenance | | | 1,500,835 | | | 1,939,422 |
Salaries, wages and benefits | | | 6,988,004 | | | 7,054,659 |
Depreciation | | | 1,613,028 | | | 1,536,388 |
Building rent and utilities/communications | | | 906,353 | | | 782,094 |
Operating leases | | | 175,506 | | | 81,015 |
Insurance and claims | | | 420,730 | | | 454,046 |
Taxes and licenses | | | 303,912 | | | 290,765 |
Cost of leased/rental equipment sold | | | 534,035 | | | 257,443 |
General and administrative | | | 985,501 | | | 1,399,032 |
Total operating expenses | | | 18,571,041 | | | 19,115,378 |
Income from operations | | | 811,244 | | | 1,604,176 |
| | | | | | |
Other income (expense) | | | | | | |
Interest expense | | | (268,296) | | | (266,940) |
Interest income | | | 31,487 | | | 13,359 |
Other | | | 72,423 | | | (119,773) |
Total other expense | | | (164,386) | | | (373,354) |
| | | | | | |
Income before provision for income taxes | | | 646,858 | | | 1,230,822 |
Provision for income taxes | | | 199,940 | | | 10,097 |
Net income | | | 446,918 | | | 1,220,725 |
| | | | | | |
Less net income attributable to noncontrolling interest | | | 429,560 | | | 1,130,299 |
Net income attributable to Schilli Transportation Services, Inc. | | $ | 17,358 | | $ | 90,426 |
SCHILLI TRANSPORTATION SERVICES, INC. AND AFFILIATES
(THE ENTITIES OF THOMAS R. SCHILLI AND FAMILY
Consolidated Statements of Comprehensive Income
For the Three Months Ended April 1, 2017 and April 2, 2016
(Unaudited)
| | | | | | |
| | April 1, | | April 2, |
| | 2017 | | 2016 |
| | | | | | |
Net Income | | $ | 446,918 | | $ | 1,220,725 |
| | | | | | |
Other comprehensive income | | | | | | |
Unrealized holding gain on securities | | | — | | | 72,962 |
Total comprehensive income | | $ | 446,918 | | $ | 1,293,687 |
SCHILLI TRANSPORTATION SERVICES, INC. AND AFFILIATES
(THE ENTITIES OF THOMAS R. SCHILLI AND FAMILY)
Consolidated Statements of Changes in Shareholders’ Equity
Three Months Ended April 1, 2017
(Unaudited)
| | | | | | | | | | | | | | | | | | |
| | | | | | | | Shareholders' | | Noncontrolling | | | |
| | | | | | | | Equity in Schilli | | Interest in | | | |
| | Common | | Additional | | Retained | | Transportation | | Consolidated | | | |
| | Stock | | Paid- In Capital | | Earnings | | Services, Inc. | | Affiliates | | Total |
Balance at January 1, 2017 | | $ | 1,000 | | $ | 2,480 | | $ | 1,094,408 | | $ | 1,097,888 | | $ | 18,998,049 | | $ | 20,095,937 |
Net income, three months ended April 1, 2017 | | | — | | | — | | | 17,358 | | | 17,358 | | | 429,560 | | | 446,918 |
Shareholder contributions | | | — | | | — | | | — | | | — | | | 36,829 | | | 36,829 |
Shareholder distributions | | | — | | | — | | | (10,481) | | | (10,481) | | | (491,031) | | | (501,512) |
Balance at April 1, 2017 | | $ | 1,000 | | $ | 2,480 | | $ | 1,101,285 | | $ | 1,104,765 | | $ | 18,973,407 | | $ | 20,078,172 |
SCHILLI TRANSPORTATION SERVICES, INC. AND AFFILIATES
(THE ENTITIES OF THOMAS R. SCHILLI AND FAMILY)
Consolidated Statements of Cash Flows
For the Three Months Ended April 1, 2017 and April 2, 2016
(Unaudited)
| | | | | | |
| | April 1, | | April 2, |
| | 2017 | | 2016 |
Cash flows from operating activities | | | | | | |
Net income | | $ | 446,918 | | $ | 1,220,725 |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | |
Depreciation | | | 1,613,028 | | | 1,536,388 |
Realized loss on sale of investments | | | — | | | 181,018 |
Gain on sale of property and equipment | | | (535,482) | | | (45,304) |
Deferred income taxes | | | (976,000) | | | (234,000) |
(Increase) decrease in certain assets: | | | | | | |
Accounts receivable | | | (150,776) | | | (2,442,051) |
Prepaid expenses and other current assets | | | 235,659 | | | (495,962) |
Increase (decrease) in certain liabilities: | | | | | | |
Accounts receivable sold with recourse | | | 549,729 | | | 2,178,022 |
Accounts payable | | | 61,253 | | | 1,221,049 |
Accrued expenses and other liabilities | | | 1,499,502 | | | 1,667,246 |
Net cash provided by operating activities | | | 2,743,831 | | | 4,787,131 |
| | | | | | |
Cash flows from investing activities | | | | | | |
Payments for purchases of investments | | | (301,101) | | | (347,796) |
Payments for purchases of property and equipment | | | (333,707) | | | (2,265,091) |
Proceeds from sale of property and equipment | | | 1,069,517 | | | 302,748 |
Advances on related party notes | | | (285,000) | | | (548,997) |
Payments on related party notes | | | (340,000) | | | (363,662) |
Advances on notes receivable | | | (510,000) | | | — |
Collections on notes receivable | | | 91,368 | | | 704,522 |
Net cash used in investing activities | | | (608,923) | | | (2,518,276) |
| | | | | | |
Cash flows from financing activities | | | | | | |
Borrowings on line of credit | | | 233,105 | | | 549,801 |
Payments on line of credit | | | (168,761) | | | (570,499) |
Proceeds from long-term debt | | | 1,325,596 | | | — |
Principal payments on long-term debt | | | (2,202,499) | | | (1,815,226) |
Shareholder contributions | | | 36,829 | | | — |
Shareholder distributions | | | (501,512) | | | (59,576) |
Net cash used in financing activities | | | (1,277,242) | | | (1,895,500) |
| | | | | | |
Increase in cash and cash equivalents | | | 857,666 | | | 373,355 |
Cash and cash equivalents, beginning of period | | | 102,166 | | | 151,569 |
Cash and cash equivalents, end of period | | $ | 959,832 | | $ | 524,924 |
| | | | | | |
Supplemental cash flow disclosures | | | | | | |
Interest paid | | $ | 236,809 | | $ | 253,581 |
Income taxes paid | | $ | 48,000 | | $ | 600,000 |
SCHILLI TRANSPORTATION SERVICES, INC. AND AFFILIATES
(THE ENTITIES OF THOMAS R. SCHILLI AND FAMILY)
Notes to Consolidated Financial Statements
(Unaudited)
Note 1 – Nature of Operations and Summary of Significant Accounting Policies:
Nature of Operations
Schilli Transportation Services, Inc. (STS) is a licensed ICC transportation intermediary (freight broker) and logistics company utilizing the services of various trucklines under contract to the broker. STS, as a broker, pays a portion of the amounts invoiced for services to affiliated and non-affiliated companies. STS provides management services on a fee basis and provides accounting, tax, payroll, human resource and computer services under contract to the affiliated entities (the Affiliates) of Schilli Motor Lines, Inc. and Subsidiaries (SML), Schilli Leasing, Inc. (SLI), Schilli National Truck Leasing & Sales, Inc. (SLS), Schilli Distribution Services, Inc. (SDS) and Schilli Family, LLC (SFP). STS is also the common paymaster for these Affiliates as it relates to insurance and employee benefits. Thomas R. Schilli (50% ownership of STS) and various family members (aggregating 50% ownership of STS) control STS and the Affiliates; however, each entity has its own management team and operates independently.
Basis of Presentation
These interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended April 1, 2017 are not necessarily indicative of the results that may be expected for the year ended December 31, 2017.
The consolidated balance sheet as of December 31, 2016 has been derived from the audited consolidated financial statements at that date. For additional information, including the Company’s significant accounting policies, refer to the consolidated financial statements and related footnotes for the year ended December 31, 2016 as set forth in Exhibit 99.2 filed in this Current Report on Form 8-K/A.
SCHILLI TRANSPORTATION SERVICES, INC. AND AFFILIATES
(THE ENTITIES OF THOMAS R. SCHILLI AND FAMILY)
Notes to Consolidated Financial Statements
(Unaudited)
Consolidation
The consolidated financial statements include STS and the Affiliates, which are collectively referred to as the Company. STS has determined that the Affiliates are variable interest entities (VIE) as defined by GAAP, and the majority shareholder of STS has the power to direct the activities of the variable interest entities that most significantly impact their economic performance, and therefore, STS has been determined to be the primary beneficiary of the Affiliates. All significant intercompany balances and transactions have been eliminated in consolidation. The carrying amount of consolidated VIE assets and liabilities at April 1, 2017 and December 31, 2016 and results from operations attributable to VIE interests for the three months ended April 1, 2017 and April 2, 2016 are as follows:
| | | | | | |
| | April 1, | | December 31, |
| | 2017 | | 2016 |
Total current assets | | $ | 10,362,841 | | $ | 9,537,987 |
Total property and equipment | | | 46,870,714 | | | 48,419,784 |
Total other assets | | | 500,387 | | | 454,131 |
Total assets | | | 57,733,942 | | | 58,411,902 |
| | | | | | |
Total current liabilities | | | 11,069,867 | | | 9,815,053 |
Total long-term liabilities | | | 27,690,668 | | | 29,598,800 |
Total liabilities | | | 38,760,535 | | | 39,413,853 |
Total shareholders' equity | | | 18,973,407 | | | 18,998,049 |
Total liabilities and shareholders' equity | | $ | 57,733,942 | | $ | 58,411,902 |
| | | | | | |
| | Three Months | | Three Months |
| | Ended April 1, | | Ended April 2, |
| | 2017 | | 2016 |
Total revenues | | $ | 5,831,857 | | $ | 5,509,949 |
Total operating expenses | | | 5,055,355 | | | 4,219,937 |
Income from operations | | | 776,502 | | | 1,290,012 |
Total other expense | | | (147,002) | | | (149,616) |
(Provision) benefit for income taxes | | | (199,940) | | | (10,097) |
Net income attributable to noncontrolling interest | | $ | 429,560 | | $ | 1,130,299 |
Fiscal Quarter
The Company's first fiscal quarter ends on the nearest Saturday to March 31. The first fiscal quarter of 2017 refers to the three months ended April 1, 2017, and is comprised of 13 weeks. The first fiscal quarter of 2016 refers to the three months ended April 2, 2016, and is comprised of 13.3 weeks.
Use of Estimates
The preparation of consolidated financial statements in conformity with 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.
SCHILLI TRANSPORTATION SERVICES, INC. AND AFFILIATES
(THE ENTITIES OF THOMAS R. SCHILLI AND FAMILY)
Notes to Consolidated Financial Statements
(Unaudited)
Note 1 – Nature of Operations and Summary of Significant Accounting Policies (Continued):
Fair Value Measurements
The Company follows the accounting guidance for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It also establishes a framework for measuring fair value and expands disclosures about fair value measurements. The three levels of the fair value framework are as follows:
Level 1 - Quoted market prices in active markets for identical assets or liabilities.
Level 2 - Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3 - Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.
A financial asset or liability’s classification within the framework is determined based on the lowest level of input that is significant to the fair value measurement.
New Accounting Pronouncements
In January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2017-04, Intangibles – Goodwill and Other (Topic 350). ASU 2017-04 removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for interim and annual goodwill impairment tests performed on testing dates after January 1, 2017, and applied prospectively. The Company does not expect ASU 2017-04 will have a material impact on its consolidated results of operations, financial condition, cash flows, or financial statement disclosures.
Note 2 – Sales of Accounts Receivable with Recourse:
Accounts receivable sold with recourse consisted of the following at April 1, 2017 and December 31, 2016:
| | | | | | |
| | April 1, | | December 31, |
| | 2017 | | 2016 |
Accounts receivable sold with recourse | | $ | 4,289,872 | | $ | 3,929,068 |
Less: | | | | | | |
Bad debt reserves | | | (643,830) | | | (589,895) |
Retainer on billings | | | (1,073,043) | | | (1,315,903) |
Net accounts receivable sold with recourse | | $ | 2,572,999 | | $ | 2,023,270 |
SCHILLI TRANSPORTATION SERVICES, INC. AND AFFILIATES
(THE ENTITIES OF THOMAS R. SCHILLI AND FAMILY)
Notes to Consolidated Financial Statements
(Unaudited)
Note 3 – Notes Receivable:
Notes receivable consisted of the following at April 1, 2017 and December 31, 2016:
| | | | | | |
| | April 1, | | December 31, |
| | 2017 | | 2016 |
The note receivable was unsecured and due on demand from an entity under common ownership. The note's interest was at prime (3.75% at December 31, 2016). The note was paid in full subsequent to December 31, 2016. | | $ | — | | $ | 65,159 |
| | | | | | |
The note receivable is unsecured and due in weekly principal and interest payments of $855 with a maturity date of May 2018. The interest rate is fixed at 8%. | | | 46,856 | | | 56,930 |
| | | | | | |
The note receivable is due in weekly principal and interest payments of $944 with a maturity date of January 2017. The interest rate is fixed at 8%. | | | — | | | 943 |
| | | | | | |
The note receivable is due in weekly principal and interest payments of $425. The note matured in January 2015. The interest rate is fixed at 8%. | | | 2,121 | | | 2,121 |
| | | | | | |
The note receivable is due in daily principal payments of $51 with a maturity in May 2017. The interest rate is fixed at 8.15% and the note is collateralized by personal property. | | | 3,530 | | | 4,771 |
| | | | | | |
The note receivable is due in weekly principal and interest payments of $2,300 with a maturity date of February 2021. The interest rate is fixed at 8.75% and the note is collateralized by equipment. | | | 468,943 | | | — |
| | | | | | |
The note receivable is due in monthly principal and interest payments of $593 with a maturity date of March 2020. The interest rate is fixed at 7.75% and the note is collateralized by equipment. | | | 18,530 | | | — |
| | | | | | |
The note receivable is due in weekly principal and interest payments of $250 through March 24, 2017 and increasing to $500 through the maturity date. The note matures in July 2017. The interest rate is fixed at 7%. | | | 8,576 | | | — |
| | | 548,556 | | | 129,924 |
Less current maturities | | | (160,515) | | | (49,360) |
Total long-term notes receivable | | $ | 388,041 | | $ | 80,564 |
Note 4 – Line of Credit:
At April 1, 2017 and December 31, 2016, SDS had a revolving line of credit payable August 5, 2017, providing for maximum advances of $1,950,000. Interest is payable monthly at the monthly LIBOR rate plus 2.25% at April 1, 2017 and December 31, 2016, respectively (3.08% at April 1, 2017 and 2.87% at December 31, 2016). The outstanding balance on the line of credit was $233,105 and $168,761 at April 1, 2017 and December 31, 2016, respectively. The line of credit is secured by substantially all assets of the Company and the personal guarantee of the Company's majority shareholder. The line of credit is also subject to certain annual financial and non-financial covenants and a borrowing base.
SCHILLI TRANSPORTATION SERVICES, INC. AND AFFILIATES
(THE ENTITIES OF THOMAS R. SCHILLI AND FAMILY)
Notes to Consolidated Financial Statements
(Unaudited)
Note 5 – Long-Term Debt:
Long-term debt consisted of the following at April 1, 2017 and December 31, 2016:
| | | | | | |
| | April 1, | | December 31, |
| | 2017 | | 2016 |
Twenty-nine equipment notes payable which mature at various dates through December 2023. The effective interest rates on these notes range from 0% to 5.65% at April 1, 2017 and December 31, 2016. The notes are collateralized by revenue equipment. Additionally, certain notes ($11,828,122 at April 1, 2017) are guaranteed by the majority shareholder. | | $ | 24,338,284 | | $ | 25,053,461 |
| | | | | | |
Five mortgage notes payable which mature at various dates through September 2021. The effective interest rates on these notes range from 2.32% to 5.05% at April 1, 2017 and December 31, 2016. The notes are collateralized by real estate. Additionally, all mortgage notes are guaranteed by the majority shareholder. Covenants under one note ($2,332,407 at April 1, 2017) require SFP to maintain a certain debt service coverage ratio. At December 31, 2016, SFP was not in compliance with this covenant; however, the bank has granted a waiver of default remedies with respect to noncompliance as of that date. | | | 6,196,555 | | | 6,358,281 |
| | | 30,534,839 | | | 31,411,742 |
Less current portion | | | (6,455,175) | | | (6,878,349) |
Total long-term debt | | $ | 24,079,664 | | $ | 24,533,393 |
| | | | | | |
Note 6 – Commitments and Contingencies:
Operating Leases
The Company leases certain buildings and warehouse space from unrelated parties under operating leases. Rent expense related to buildings and warehouse space was approximately $627,600 and $491,300 for the three months ended April 1, 2017 and April 2, 2016, respectively. Trucks, trailers and equipment rent expense under operating leases was approximately $175,500 and $81,000 for the three months ended April 1, 2017 and April 2, 2016, respectively.
Contingencies
The Company is subject to legal proceedings and claims which arise in the ordinary course of business. Management of the Company believes the resolution of any pending or threatened actions will not have a material effect on the Company's financial position or results of operations.
Note 7 – Income Taxes:
SLI’s statutory federal tax rate is 34% and state rates vary among the states. The total effective tax rates for the three months ended April 1, 2017 and April 2, 2016 were 48.3% and (69.0)%, respectively. The difference between the effective tax rate and the federal statutory rate primarily results from state income taxes and nondeductible expenses.
SCHILLI TRANSPORTATION SERVICES, INC. AND AFFILIATES
(THE ENTITIES OF THOMAS R. SCHILLI AND FAMILY)
Notes to Consolidated Financial Statements
(Unaudited)
Note 8 – Related Party Transactions:
Notes Receivable
As of April 1, 2017, the Company had an outstanding unsecured note receivable to the majority shareholder totaling $285,000. The note receivable is due on demand and non-interest bearing.
Notes Payable
As of December 31, 2016, total amounts outstanding on notes payable due to the majority shareholder totaled $340,000. The notes payable are due on demand, unsecured and were repaid in the period ended April 1, 2017.
As of April 1, 2017 and December 31, 2016, SDS had a $25,000 unsecured employee note payable due on demand with an effective interest rate of 3.0%.
Note 9 – Employee Benefit Plan:
The Company sponsors a retirement and savings plan covering substantially all employees at least 21 years of age who have completed ninety days of services. Plan participants may elect to have up to a specified percentage of their salaries contributed to the Plan. However, participants' salary reduction contributions for the plan year may not exceed the limits prescribed under the Internal Revenue Code. The Company may provide for a discretionary matching contribution of 50% of the participants' contributions up to $750. The Company may also make discretionary profit sharing contributions in an amount determined by the Board of Directors. There was no retirement plan expense for the three months ended April 1, 2017 and April 2, 2016.
Note 10 – Subsequent Events:
On May 1, 2017, Daseke, Inc. acquired 100% of the outstanding stock of STS and the Affiliates except for Schilli Family, LLC.
Subsequent events have been evaluated through July 17, 2017, the date the consolidated financial statements were available to be issued.
