Ex-2a SCHEDULE 2.16
CALCULATION
OF
ESTIMATED MERGER CONSIDERATION
AND
MERGER CONSIDERATION
(INCLUDING T. F. JAMES COMPANY, INC. AND WESTLAKE LIQUORS, INC.)| | | Estimated
Merger
Consideration
1/31/03 | | Merger
Consideration | | Difference
(+) (-) |
Additions to Merger Consideration (from Page 2) |
| $71,641,725 |
| $ |
| $ |
Subtractions from Merger Consideration (from Page 3) |
| 37,732,004 |
|
|
|
|
|
| 33,909,721 |
|
|
|
|
Estimated Merger Consideration "Cushion" |
| (350,000)1 |
| -0- |
|
|
Estimated Merger Consideration/ Merger Consideration |
| $33,559,721 |
| $ |
| $ |
Preparation Standards
- The figures herein include the consolidated financial data of T. F. James Company and Westlake Liquors, Inc.
- The standards by which this calculation shall be made are set forth in Section 2.16 of the Merger Agreement and this Schedule (including the methodology used for the Estimated Merger Consideration agreed to by the Parties).
- The Merger Consideration figures and calculation shall be based on the 1/31/03 audit of the consolidated financial statements of the Company, adjusted by the directives of Section 2.16 of the Agreement.
- Detail schedules will be prepared to support the summary financial figures set forth on Pages 2 and 3 of this Schedule.
Footnote 1 – The "Cushion" is to be used only for the calculation of Estimated Merger Consideration. It will
not be utilized for the calculation of the Merger Consideration.
1
SCHEDULE 2.16
(Continued)
CALCULATION
OF
ESTIMATED MERGER CONSIDERATION
AND
MERGER CONSIDERATION
(INCLUDING T. F. JAMES COMPANY, INC. AND WESTLAKE LIQUORS, INC.)Additions to Merger Consideration (Assets) | | Estimated
Merger
Consideration
1/31/03 | | Merger
Consideration1 | | Difference
(+) (-) |
Cash and Cash Equivalents | | $357,336 | | $ | | $ |
Cash in Escrow |
| 151,547 |
| | | |
Accounts Receivable, less Allowance for
doubtful Accounts | | 120,000 | | | | |
Rents Receivable | | 50,112 |
|
| | |
Income Taxes Receivable | | -0- | | | | |
Other Receivables |
| 239,727 |
|
|
|
|
Inventory | | 110,000 | | | | |
Prepaid Insurance | | 14,883 | | | | |
Rental Real Estate | | 67,135,0002 | | 67,135,0002 | | -0- |
Real Estate Development in Progress | | 2,760,0002 |
| 2,760,0002 |
| -0- |
Other Property and Equipment (Excluding
Westlake Liquors and Transportation
Equipment) |
| 300,0002 | | 300,0002 | | -0- |
Other Property and Equipment (Westlake
Liquors, excluding Transportation
Equipment) | | 50,0002 | | 50,0002 | | -0- |
Ripley, Tennessee Property | | 250,0002 | | 250,0002 | | -0- |
Pre-Closing Lakeville Property Improvements |
| 52,9452 |
| 52,9452 |
| |
Transportation Equipment (Autos) | | 50,1752 | | 50,1752 | | -0- |
Total Additions to Merger Consideration (A) | | $71,641,725 | | $ | | $ |
____________________________
1/ See supporting detail Schedules attached.
2/ These amounts are agreed upon by the parties, notwithstanding non-compliance with the GAAP standards and presentation in T. F. James' consolidated financial statements.
2
SCHEDULE 2.16
(Continued)
CALCULATION
OF
ESTIMATED MERGER CONSIDERATION
AND
MERGER CONSIDERATION
(INCLUDING T. F. JAMES COMPANY, INC. AND WESTLAKE LIQUORS, INC.)
Subtractions to Merger Consideration (Liabilities) |
| Estimated
Merger
Consideration
1/31/03 |
| Merger
Consideration1 |
| Difference
(+) (-) |
Notes Payable |
| $932,832 |
| $ |
| $ |
Accounts Payable |
| 832,451 |
|
|
|
|
Accrued Employee Bonus Compensation |
| 450,000 |
| 450,000 |
| -0- |
Accrued Real Property Taxes |
| 153,704 |
|
|
|
|
Accrued Interest Payable |
| 218,938 |
|
|
|
|
Payable to Related Party |
| -0- |
|
|
|
|
Rents Received in Advance |
| 75,635 |
|
|
|
|
Equity Loan |
| 3,169,588 |
|
|
|
|
Annuity Payable |
| -0- |
|
|
|
|
Long-Term Debt |
| 31,898,856 |
|
|
|
|
Total Subtractions from Merger Consideration |
| $37,732,004 |
| $ |
| $ |
____________________________
1/ See supporting detail Schedules attached.
3
