DIXON-SHANE LLC DBA R & S NORTHEAST LLC
NOTES TO FINANCIAL STATEMENTS
Year Ended December 31, 2019
NOTE 6 – LINE OF CREDIT—(Continued)
Available advances are limited to a borrowing base based on percentages of eligible accounts receivable and inventory combined for both Companies, as defined. The amount of availability on the joint revolving line of credit at December 31, 2019 was $48,299,122. The Company and AvKare are jointly subject to certain restrictive covenants under the credit agreement and were in compliance with these covenants as of December 31, 2019. The covenants include the calculation of a fixed charge ratio and audited financial statements within 120 days of December 31, 2019. In conjunction with the subsequent transaction discussion in Note 10, the line of credit was paid off on January 31, 2020.
At December 31, 2019, the total loan advanced consisted of the following for the Company and AvKARE:
| | | | |
Dixon-Shane LLC dba R&S Northeast LLC | | $ | 6,700,878 | |
AvKARE, Inc. | | | — | |
| | | | |
| | $ | 6,700,878 | |
| | | | |
NOTE 7 – RELATED PARTY TRANSACTIONS
For the year ended December 31, 2019, the Company sold inventory in the amount of $202,379,777 to AvKARE. The Company has accrued $7,646,853 payable to AvKARE at December 31, 2019 for product returns and other related party payables. Additionally, as discussed in Note 6, the Company has recorded a payable to AvKARE of $19,722,628 as of December 31, 2019 for excess cash that had been swept against the outstanding joint borrowings. The Company also had related party receivables from AvKARE of $3,271,106 as of December 31, 2019.
The Company paid Apace KY, LLC (a related party) $14,109,793 for pharmaceutical repackaging costs during the year ended December 31, 2019. The Company also has a related party payable to Apace KY, LLC of $222,326 as of December 31, 2019.
The Company leases office and warehouse space from Tracy Properties LLC (a related party) at a monthly rental of $22,000 which expired January 1, 2018. The lease became a month to month lease upon expiration per the rental agreement. In June 2019, two new leases were signed with Tracy Properties, LLC for properties in Kentucky and Pennsylvania with monthly rent of $44,318 which will increase 3% each year beginning June 1, 2020. The leases expire June 1, 2029. The Company also subleases warehouse space to AvKARE through a lease signed June 1, 2019 for $1,275 per month with a yearly increase of 3% beginning June 1, 2020. The lease with AvKare was a month to month lease for $2,778 per month for the period for January through May 2019. Rent expense (net of the sublease of $33,336) under these leases was $383,260 for the year ended December 31, 2019.
NOTE 8 – RETIREMENT PLAN
The Company has a defined-contribution employee benefit plan incorporating provisions of section 401(k) of the Internal Revenue Code. Substantially all employees are eligible to participate in the plan. Matching contributions made by the Company equal 100% of each participant’s contributions up to 3% of annual compensation and 50% of each participant’s contributions between 3% and a maximum of 5% of annual compensation. Expenses related to this plan included in the accompanying financial statements totaled $143,202 during the year ended December 31, 2019.
13.