EX-99.3 14 exhibit99-3.htm FINANCIAL STATEMENTS OF COMBINED METALS OF CHICAGO, LLC FOR THE YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008 exhibit99-3.htm

 
EXHIBIT 99.3



















COMBINED METALS OF CHICAGO LLC
 

CONSOLIDATED FINANCIAL STATEMENTS
 

DECEMBER 31, 2010 AND 2009
 

 

 

 

 
 

 


COMBINED METALS OF CHICAGO LLC AND SUBSIDIARY
 
CONSOLIDATED BALANCE SHEETS
 
   
             
As of December 31
 
2010
   
2009
 
             
ASSETS
           
             
CURRENT ASSETS
           
   Cash
  $ 905,654     $  
   Accounts Receivable, net of Allowances
               
      of $460,397 and $539,523 for Doubtful Accounts
    24,225,456       15,474,014  
   Inventory, at Specific Cost
    29,127,286       20,005,041  
   Prepaid State Income Taxes
          145,195  
   Other Current Assets
    335,135       390,460  
          Total Current Assets
    54,593,531       36,014,710  
                 
PROPERTY AND EQUIPMENT, net
    22,101,199       26,101,981  
                 
OTHER ASSETS
    341,450       1,110,696  
                 
    $ 77,036,180     $ 63,227,387  
                 
LIABILITIES AND MEMBERS' EQUITY (DEFICIT)
               
                 
CURRENT LIABILITES
               
   Book Overdraft
  $     $ 511,222  
   Current Maturities of Long-Term Debt
    4,000,000       6,166,667  
   Accounts Payable
    8,114,787       7,468,231  
   Accrued Expenses
    1,790,626       1,195,935  
   State Income Taxes Payable
    130,000        
   Distributions Payable
    260,000        
          Total Current Liabilities
    14,295,413       15,342,055  
                 
LONG-TERM DEBT, EXCLUSIVE OF CURRENT MATURITIES
               
   Term Loan Payable Bank
    11,041,667       14,500,000  
   Revolving Loan Payable Bank
    25,153,213       15,951,642  
          Total Long-Term Debt
    36,194,880       30,451,642  
                 
DEFERRED COMPENSATION
    500,939       540,131  
                 
SUBORDINATED NOTES PAYABLE TO MEMBERS
    21,269,359       20,725,547  
                 
MEMBERS' EQUITY (DEFICIT)
               
   Controlling Interest
    4,750,370       (3,750,924 )
   Noncontrolling Interest
    25,219       (81,064 )
          Total Members’ Equity (Deficit)
    4,775,589       (3,831,988 )
                 
    $ 77,036,180     $ 63,227,387  
                 
                 
See accompanying notes.
               


 
 

 


COMBINED METALS OF CHICAGO LLC AND SUBSIDIARY
 
CONSOLIDATED STATEMENTS OF INCOME AND MEMBERS’ EQUITY
 
   
             
For the Years Ended December 31
 
2010
   
2009
 
             
NET SALES
  $ 140,452,364     $ 87,434,811  
                 
Cost of Materials
    88,434,202       60,360,033  
                 
GROSS PROFIT ON MATERIALS
    52,018,162       27,074,778  
                 
Warehouse Expenses
    27,659,902       23,445,539  
                 
GROSS PROFIT
    24,358,260       3,629,239  
                 
Operating Expenses
               
   Selling
    4,845,909       3,750,659  
   Administrative
    5,511,916       3,346,031  
      10,357,825       7,096,690  
                 
INCOME (LOSS) FROM OPERATIONS
    14,000,435       (3,467,451 )
                 
Other Expense, net
    2,638,043       2,824,556  
                 
INCOME (LOSS) BEFORE NONCONTROLLING INTEREST
               
   IN CONSOLIDATED SUBSIDIARY
    11,362,392       (6,292,007 )
                 
Noncontrolling Interest in Net Income (Loss)
               
   of Consolidated Subsidiary
    645,441       (84,822 )
                 
NET INCOME (LOSS)
    10,716,951       (6,207,185 )
                 
Members' Equity (Deficit), Beginning
    (3,750,924 )     2,456,261  
                 
Distributions to Members
    (2,215,657 )      
                 
MEMBERS' EQUITY (DEFICIT), ENDING
  $ 4,750,370     $ (3,750,924 )
                 
                 
See accompanying notes.
               


 
 

 


COMBINED METALS OF CHICAGO LLC AND SUBSIDIARY
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
   
             
For the Years Ended December 31
 
2010
   
2009
 
             
CASH FLOWS FROM OPERATING ACTIVITIES
           
   Net Income (Loss)
  $ 10,716,951     $ (6,207,185 )
   Adjustments to Reconcile Net Income (Loss) to
               
      Net Cash Provided by Operating Activities
               
         Depreciation and Amortization
    5,753,716       5,899,063  
         Interest Accrued on Subordinated Notes Payable
    543,812       693,723  
         Deferred Compensation Expense, net
    (39,192 )     (73,656 )
         Noncontrolling Interest in Net Income (Loss)
               
            of Consolidated Subsidiary
    645,441       (84,822 )
         Accounts Receivable
    (8,751,442 )     2,148,806  
         Inventory
    (9,122,245 )     13,241,605  
         Prepaid State Income Taxes
    145,195       (11,000 )
         Other Current Assets
    55,325       179,486  
         Accounts Payable
    646,556       (4,003,214 )
         Accrued Expenses
    594,691       (668,347 )
         State Income Taxes Payable
    130,000        
   Total Adjustments
    (9,398,143 )     17,321,644  
   Net Cash Provided by Operating Activities
    1,318,808       11,114,459  
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
   Purchase of Property and Equipment
    (661,140 )     (698,384 )
   Increase in Other Assets
          7,070  
   Net Cash Used by Investing Activities
    (661,140 )     (691,314 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
   Payment of Loan Costs
    (322,548 )     (591,352 )
   Decrease in Book Overdraft
    (511,222 )     (830,178 )
   Proceeds from Revolving Loan Payable Bank
    25,153,213       1,165,051  
   Repayments of Revolving Loan Payable Bank
    (15,951,642 )      
   Proceeds from Term Loan Payable Bank
    16,041,662        
   Repayments of Term Loan Payable Bank
    (21,666,667 )     (10,166,666 )
   Distributions to Members
    (2,215,657 )      
   Distributions to Minority Interest
    (279,153 )      
   Net Cash Provided (Used) by Financing Activities
    247,986       (10,423,145 )
                 
NET INCREASE IN CASH
    905,654        
                 
Cash, Beginning
           
                 
CASH, ENDING
  $ 905,654     $  
                 
SUPPLEMENTAL CASH FLOWS DISCLOSURES
               
Cash paid (refunded) for:
               
   Interest
  $ 2,666,016     $ 2,921,782  
                 
   Income Taxes
  $ (36,583 )   $ 81,753  
                 
                 
                 
                 
See accompanying notes.
               

 
 

 


COMBINED METALS OF CHICAGO LLC AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1—COMPANY ORGANIZATION

Combined Metals of Chicago LLC (the “Company”) was originally formed as a limited partnership between T.H. One, Inc., the 1% general partner, and Combined Metals Holding, Inc., the 99% limited partner.  The general and limited partners were S Corporations; each owned 50% by Cyrus Tang and Walter Hauk, individuals.

Elgiloy Limited Partnership was formed as a limited partnership between Elgiloy Holding, Inc., the 1% general partner, and NTH Associates, the 99% limited partner.  The general and limited partners were an S Corporation and a general partnership, respectively; each owned 50% by Cyrus Tang and Walter Hauk, individuals.

Effective January 1, 1997, the two partnerships merged with the Company as the surviving entity.  Subsequent to the merger, the Company was a limited partnership between T.H. One, Inc., the 1% general partner, Combined Metals Holding, Inc., a 59% limited partner, and Cyrus Tang and Walter Hauk, each 20% limited partners.

In December 1998, National Material L.P. (a related company) provided additional financing to the Company in the amount of $10,000,000 (this amount is classified on the balance sheet as subordinated notes payable to members).  Effective January 1, 1999, National Material L.P. was admitted as a new partner with a 60% interest in future profits or losses only (no interest in the equity of the partnership on the effective date of the transaction).  National Material L.P. then distributed 20% of their interest to Tang Industries, Inc.  Immediately following, Combined Metals of Chicago L.P. transferred all of its assets and liabilities to a new Illinois limited liability company to be known as Combined Metals of Chicago LLC in exchange for 100% of the membership interest therein.  Similarly, Combined Metals of Michigan L.P. transferred all of its assets and liabilities to a new Illinois limited liability company to be known as Combined Metals of Michigan LLC in exchange for 100% of the membership interest therein.  Such membership interests were then distributed by the Partnerships to their partners in proportion to their respective partnership interests.

Effective January 1, 1999, the resulting owners of Combined Metals of Chicago LLC were National Material L.P. (40%), Combined Metals Holding, Inc. (40%), and Tang Industries, Inc. (20%).  Also, Combined Metals of Chicago LLC currently has an 80% interest in Combined Metals of Michigan LLC.  On November 1, 2000, all of the stock of Combined Metals Holding, Inc was sold to AKS Investments, Inc. (this transaction did not change the percentage ownership of Combined Metals of Chicago LLC noted above).  On December 31, 2000, National Material L.P. distributed its remaining 40% interest to Tang Industries, Inc.

NOTE 2—COMPANY ACTIVITY

The Company’s primary location is Illinois (“Chicago”, “Elgiloy”, “Hampshire”, and “Sycamore”).  The Company also includes an 80%-owned subsidiary, Combined Metals of Michigan LLC (“Michigan”).  A majority of the assets and revenues are associated with the Chicago locations.

The Chicago divisions and the Michigan subsidiary are engaged primarily in processing and distributing stainless steel.  Their business is primarily in the automotive, nonautomotive stamping and general fabrication, restaurant equipment, truck and trailer, household appliances, construction and building products industries located throughout the United States.

The Elgiloy division is engaged primarily in processing and distributing high-performance metals to manufacturers in the oil and gas, petrochemical, medical and aerospace industries throughout the United States.

The Hampshire division is engaged primarily in processing stainless steel and specialty alloys into precision thin strip.

In 2009, the wire division of Elgiloy was moved to a leased facility in Sycamore, IL (“Sycamore”).  This division is engaged primarily in processing and distributing high-performance metals to manufacturers in the oil and gas, petrochemical, medical and aerospace industries throughout the United States.

 
 

 


COMBINED METALS OF CHICAGO LLC AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements.  The financial statements and notes are representations of management who is responsible for their integrity and objectivity.  These accounting policies conform to U.S. generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

PRINCIPLES OF CONSOLIDATION

All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements.

USE OF ESTIMATES

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

ACCOUNTS RECEIVABLE

Accounts receivable is recorded net of an allowance for expected losses.  The allowance is estimated from historical performance and projections of trends.  Individual accounts are written off against the allowance when collection appears doubtful.

INVENTORY

Inventory is valued at the lower of specific cost or market.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost.  Major renewals and improvements are capitalized, while maintenance and repairs are expensed when incurred.  Depreciation is computed using the straight-line method over the estimated useful lives of the depreciable assets.  Accelerated methods are used to compute income tax depreciation for all eligible assets.  The cost and accumulated depreciation for property and equipment sold, retired, or otherwise disposed of are relieved from the accounts, and resulting gains or losses are reflected in income.

FINANCIAL INSTRUMENTS

FASB Accounting Standards Codification 815 (Derivatives and Hedging) establishes accounting and reporting standards for derivative instruments.  This standard requires an entity to recognize all derivatives as either assets or liabilities, and measure those instruments at fair value.  Derivatives that do not qualify as a hedge must be adjusted to fair value in earnings.  If the derivative does qualify as a hedge under FASB Accounting Standards Codification 815, changes in the fair value will either be offset against the change in fair value of the hedged assets, liabilities or firm commitments, or recognized in other accumulated comprehensive income until the hedged item is recognized in earnings.  The ineffective portion of a hedge’s change in fair value will be immediately recognized in earnings.

Interest Rate Swap

In January 2008, the Company entered into an interest rate swap agreement with a notional amount of $15,000,000 maturing in February 2010 (the agreement was not extended or renewed).  The agreement swaps the borrower’s option for using the LIBOR rate plus 1.50% - 2.25%, or the prime rate plus 0% - .25%, for a fixed rate of 3.08%.  The Company’s objective for using this instrument is to protect its cash flows from fluctuations in interest rates.  The Company designates the interest rate swap as a cash flow hedge, and in accordance with FASB Accounting Standards Codification 815, the resulting changes in the fair value of the derivative, as provided by the bank, are recorded as a component of other accumulated comprehensive income.  The swap terminated in February 2010.  The change in the fair value of the swap at December 31, 2009 was deemed immaterial to the financial statements, taken

 
 

 


COMBINED METALS OF CHICAGO LLC AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

as a whole, and the corresponding liability was not recorded.

SHIPPING AND HANDLING

The Company includes shipping and handling fees billed to customers in net sales.  Shipping and handling costs associated with inbound and outbound freight are included in costs of sales.

RECLASSIFICATIONS

Certain prior year amounts have been reclassified to conform to the current year presentation.

LOAN COSTS

Loan costs are amortized using the straight-line method over the life of the loan.

NOTE 4—OTHER CURRENT ASSETS

   
2010
   
2009
 
Employee Advances
  $ 879     $ 892  
Prepaid Insurance
    262,679       257,308  
Due from Partner
    71,577        
Other Prepaid Expenses
          132,260  
    $ 335,135     $ 390,460  

NOTE 5—PROPERTY AND EQUIPMENT

   
Estimated Useful Life
   
2010
   
2009
 
                   
Land
        $ 1,815,805     $ 1,815,805  
Buildings and Improvements
 
20 to 40 years
      17,064,156       17,064,156  
Machinery and Equipment
 
12 years
      72,330,519       71,535,650  
Automobiles and Trucks
 
5 years
      195,573       195,573  
Furniture and office Equipment
 
3 to 12 years
      2,506,264       2,468,468  
Construction in Progress
            2,519,756       2,691,281  
              96,432,073       95,770,933  
Accumulated Depreciation
            74,330,874       69,668,952  
                         
            $ 22,101,199     $ 26,101,981  
                         
Depreciation Expense
          $ 4,661,922     $ 5,633,977  

NOTE 6—OTHER ASSETS

   
2010
   
2009
 
             
Loan Costs - Bank credit agreement, net of Accumulated Amortization of $13,440 and $452,166.  A new credit agreement was entered into in October 2010.  Any costs related to the previous agreement were fully amortized in 2010.
  $ 309,108     $ 1,078,354  
Deposits
    32,342       32,342  
    $ 341,450     $ 1,110,696  

Loan costs paid were $322,548 for 2010 and $591,352 for 2009.


 
 

 


COMBINED METALS OF CHICAGO LLC AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Amortization expense was $1,091,794 for 2010 and $265,086 for 2009.

Amortization expense for the next four years is:

Year Ending December 31
     
   2011
  $ 80,637  
   2012
    80,637  
   2013
    80,637  
   2014
    67,197  
         
    $ 309,108  

NOTE 7—INCOME TAXES

As a limited liability company, the income of the Company is included in the tax returns of its members.  As such, the Company is not subject to federal or local income taxes, except for various state income taxes, which are included in administrative expenses.

Effective January 1, 2009, the Company adopted the guidance in the FASB ASC topic on Income Taxes related to Uncertainty in Income Taxes which prescribes a comprehensive model for recognizing, measuring, presenting and disclosing in the financial statements uncertain tax positions that the Company has taken or expects to take in its income tax returns.  The adoption of the guidance had no effect on the Company’s financial statements as of January 1, 2009.

The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated.  The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings.

The Company believes that it has appropriate support for the positions taken on its tax returns and that its annual tax provision includes amounts sufficient to pay any assessments.  Nonetheless, the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ materially from the amounts accrued for each year.

NOTE 8—LONG-TERM DEBT

   2010
 
2009
Under the terms of a credit agreement with a bank dated October 14, 2010, the Company has committed borrowings in the amount of $56,041,667.  Borrowings under the agreement are collateralized by a security interest in substantially all assets of the Company and consist of two separate loans as described below.  The Company is subject to certain restrictive covenants with regards to the loans.  The Company is in compliance with the covenants at December 31, 2010.  Interest rates will be adjusted quarterly based on the borrowing availability from the last quarter.  For the Term Loan, interest is payable at the borrower’s option using the LIBOR rate (0.26% at December 31, 2010) plus 2.75/% - 3.25%, or the prime rate (3.25% at December 31, 2010) plus .75% - 1.25%.  For the Revolving Loan, interest is payable at the borrower’s option using the LIBOR rate plus 2.50% - 3.00%, or the prime rate plus .50% - 1.00%.  Interest rates and payment dates vary according to the interest periods which the Company has elected for specific portions of the outstanding loan balance.  The maturity date of the credit agreement and all loans is October 15, 2014.
     


 
 

 


COMBINED METALS OF CHICAGO LLC AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Term loan in the amount of $37,000,000 with quarterly principal payments of $1,541,667 beginning March 31, 2008.  Loan was paid in full in October 2010.
  $     $ 20,666,667  
                 
Term loan in the amount of $16,041,667 with quarterly principal payments of $1,000,000 beginning December 31, 2010.
    15,041,667        
                 
Revolving loan with a total commitment of $37,500,000.  Available borrowings under the loan are subject to a monthly borrowing base computation based on inventory and accounts receivable.  Available borrowing as of December 31, 2009 was $24,075,650.  Interest terms are as noted above and all principal is due at December 31, 2012.  Loan was paid in full in October 2010.
          15,951,642  
                 
Revolving loan with a total commitment of $40,000,000.  Available borrowings under the loan are subject to a monthly borrowing base computation based on inventory and accounts receivable.  Available borrowings as of December 31, 2010 were $11,936,784.  Interest terms are as noted above and all principal is due at October 15, 2014.
    25,153,213        
      40,194,880       36,618,309  
Less Current Maturities
    4,000,000       6,166,667  
                 
Long-Term Debt
  $ 36,194,880     $ 30,451,642  
                 

Principal payments due in each of the next four years are:

Year Ending December 31
     
2011
  $ 4,000,000  
2012
    4,000,000  
2013
    4,000,000  
2014
    28,194,880  
    $ 40,194,880  

The credit agreement allows for the issuance of up to $10,000,000 of letters of credit.  The amount of any outstanding letters of credit reduces the borrowing availability under the revolving loan.  There were no outstanding letters of credit at December 31, 2010.

Within 180 days of the end of each calendar year, the Company is obligated to prepay the term loan in an amount equal to 50% of the excess cash flow, as defined in the credit agreement, if any.  This provision is effective beginning with the calendar year ending December 31, 2011.

NOTE 9—SUBORDINATED NOTES PAYABLE TO MEMBERS

The notes payable to Members of the Company are subordinated to all bank borrowings.  In December 2007, the Company used a portion of the proceeds from refinancing its bank debt to repay $50,021,772 of subordinated debt and accrued interest.  The remaining subordinated notes payable amounts and terms were restated as follows:

   
2010
 
2009
Subordinated Notes Payable, due December 31, 2014.  Interest is accrued monthly at prime, and is payable at the end of each quarter.  At the members’ discretion, the accrued interest payable at any calendar quarter may be converted to additional principal (converted interest).  Interest accrues on the converted interest, and the payable date for these amounts is the next calendar quarter.  Amounts outstanding at December 31:
       


 
 

 


COMBINED METALS OF CHICAGO LLC AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

             
Subordinated Notes Payable Combined Metals Holding, Inc.
  $ 8,510,377     $ 8,292,750  
                 
Subordinated Notes Payable Tang Industries, Inc.
    12,758,982       12,432,797  
                 
Total Subordinated Debt
  $ 21,269,359     $ 20,725,547  

Included in Other Expense, net, on the Statements of Income and Members’ Equity for 2010 is interest related to the above notes in the amounts of $292,884 for Combined Metals Holding, Inc. and $439,071 for Tang Industries, Inc.  For 2009, these amounts were $277,799 for Combined Metals Holding, Inc. and $415,923 for Tang Industries, Inc.  There was $188,143 of interest paid in 2010 and $-0- in 2009.  For 2010, $543,812 of accrued interest was converted to additional principal.  For 2009, $693,723 of accrued interest was converted to additional principal.

NOTE 10—OPERATING LEASES

The Company is obligated under various cancelable and noncancelable operating leases for both equipment and real estate.

Future minimum lease payments under noncancelable operating leases are:

   
Real Estate
   
Equipment
   
Total
 
Year Ending December 31
                 
2011
  $ 247,095     $ 22,068     $ 269,163  
2012
    163,924       13,681       177,605  
Aggregate Minimum Lease Payments under Noncancelable Operating Leases
  $ 411,019     $ 35,749     $ 446,768  

Total rent expense was $329,248 in 2010 and $379,604 in 2009.

NOTE 11—RETIREMENT PLANS

The Company has a qualified defined contribution retirement plan.  The plan covers substantially all full-time employees with one year of service.  There were no discretionary contributions for 2010 and 2009.  The Company amended the plan in 2009 to eliminate the mandatory matching requirement, but reinstated the match in 2010.

The Company has entered into agreements with certain executive key employees to provide incentive compensation under nonqualified deferred supplemental compensation agreements.

   
2010
   
2009
 
Benefits included in other income and expense:
           
Defined Contribution Retirement Plan
  $ 45,818     $  
Deferred Supplemental Compensation Agreements
    (39,192 )     (73,656 )
    $ 6,626     $ (73,656 )

NOTE 12—RELATED PARTY TRANSACTIONS

The Company participates in master insurance policies (casualty) administered by National Material L.P.

The Company has purchased stainless steel products from AK Steel Corporation, an affiliate of AKS Investments, Inc.  Concurrent with the sale of the stock of Combined Metals Holding, Inc. to AKS Investments, Inc. (see Note 1), the Company entered into a supply agreement for the purchase of stainless steel products from AK Steel Corporation.

The Company paid a management services fee of $20,000 per month for 2010 and 2009 to National Material L.P. for certain credit, insurance, human resources, legal and financial support services.  The Company also reimburses National Material L.P. for certain expenses paid on behalf of the Company.

 
 

 



COMBINED METALS OF CHICAGO LLC AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In May 2009, the fees were temporarily suspended due to the poor performance of the Company.  In May 2010, the fees were reinstated and included a catch-up of $140,000 for the suspended period.

The Company paid a management services fee of $20,000 per month for 2010 and 2009 to AK Steel Corporation (an affiliate of AKS Investments, Inc.) for consultation, advice and direct management assistance with respect to operations, strategic planning, financing and other aspects of the business of the Company.  In May 2009, the fees were temporarily suspended due to the poor performance of the Company.  In May 2010, the fees were reinstated and included a catch-up of $140,000 for the suspended period.

The following balances, revenues and expenses included in the accompanying consolidated financial statements result from the related party transactions described above:

   
2010
   
2009
 
Other Current Assets
           
Prepaid Insurance
  $ 262,679     $ 257,308  
Accounts Receivable
    618,148       485,358  
Accounts Payable
    998,303       843,957  
Sales
    5,667,743       1,802,289  
Purchases
    25,491,663       13,624,844  
Insurance – Casualty
    625,797       562,278  
Administrative and Management Fees
    760,000       200,000  

NOTE 13—CONCENTRATION OF CREDIT RISK

The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits.  The Company has not experienced any losses in such accounts.  The Company believes it is not exposed to any significant credit risk on cash.

NOTE 14—SUBSEQUENT EVENT

Management has evaluated subsequent events through January 31, 2011, the date which the financial statements were available for issue.  There were no subsequent events which require disclosure.