EX-99.1 4 v016734_ex99-1.htm Unassociated Document
 
EXHIBIT 99.1 
 
 
FINANCIAL STATEMENTS OF BUSINESS ACQUIRED 
 
 
SPIDLE SALES & SERVICE, INC.
 
Report of Independent Auditors
Balance Sheets as of December 31, 2004 and 2003
Statements of Income for the Years Ended 2004 and 2003
Statements of Changes in Stockholders’ Equity for the Years Ended 2004 and 2003
Statements of Cash Flows for the Years Ended 2004 and 2003
Notes to Financial Statements
 

 
 


Independent Auditors’ Report
 
 
Board of Directors
Spidle Sales & Service, Inc.
Bellville, Texas
 
We have audited the accompanying Balance Sheets of Spidle Sales & Service, Inc. as of December 31, 2004 and 2003 and the related Statements of Income, Changes in Stockholders’ Equity and Cash Flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Spidle Sales & Service, Inc. as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
 
/s/ WEINSTEIN SPIRA & COMPANY, P.C.
 
Houston, Texas
March 26, 2005
 
 
1



Spidle Sales & Service, Inc.
Balance Sheets
December 31, 2004 and 2003
 
   
For the Years Ended
December 31,
 
   
2004
 
2003
 
ASSETS
         
           
Current assets:
         
Cash and cash equivalents
 
$
133,673
 
$
136,420
 
Accounts receivable
   
2,495,877
   
1,967,146
 
Inventory
   
1,621,735
   
1,878,681
 
Other current assets
   
32,325
   
7,211
 
Total current assets
   
4,283,610
   
3,989,458
 
               
Property, plant and equipment
   
1,714,992
   
984,498
 
Deferred income tax asset
   
41,675
   
98,061
 
Total assets
 
$
6,040,277
 
$
5,072,017
 
               
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
             
               
Current liabilities:
             
Payable to stockholder
 
$
 
$
800,000
 
Accounts payable
   
927,436
   
441,749
 
Accrued liabilities
   
112,828
   
24,521
 
Federal income taxes payable
   
156,212
   
63,125
 
Total current liabilities
   
1,196,476
   
1,329,395
 
               
Stockholders’ equity:
             
Common stock; no par value, 10,000 shares
             
authorized and issued; 7,474 shares outstanding
   
7,474
   
7,474
 
Retained earnings
   
5,670,316
   
4,569,137
 
Less: Treasury stock, 2,526 shares, at cost
   
(833,989
)
 
(833,989
)
Total stockholders’ equity
   
4,843,801
   
3,742,622
 
Total liabilities and stockholders’ equity
 
$
6,040,277
 
$
5,072,017
 
 
 
See accompanying notes to financial statements.
 
2

 
Spidle Sales & Service, Inc.
Statements of Income
Years Ended December 31, 2004 and 2003
 
     
For the Years Ended
December 31,
 
   
2004
 
2003
 
           
Revenues 
 
$
16,201,202
 
$
11,380,658
 
               
Cost of sales 
   
10,091,454
   
6,159,574
 
Gross margin
   
6,109,748
   
5,221,084
 
               
Selling, general and administrative expenses
   
4,608,680
   
4,303,808
 
               
Income from operations
   
1,501,068
   
917,276
 
               
Other income (expense):
             
Interest expense
   
(14,832
)
 
 
Gain on sale of property and equipment
   
13,323
   
 
Litigation settlement
   
198,147
   
 
Other income
   
30,202
   
25,458
 
Total other income (expense)
   
226,840
   
25,458
 
               
Income before federal income taxes
   
1,727,908
   
942,734
 
               
Federal income tax provision
   
589,359
   
331,338
 
     
   
 
Net income
 
$
1,138,549
 
$
611,396
 
 
 
See accompanying notes to financial statements.
 
3

 
Spidle Sales & Service, Inc.
Statements of Changes in Stockholders’ Equity
Years Ended December 31, 2004 and 2003
                   
   
Common
Stock
 
Retained
Earnings
 
Treasury
Stock
 
Total
 
Balance -
                 
December 31, 2002
 
$
7,474
 
$
3,995,111
 
$
(833,989
)
$
3,168,596
 
                       
 
Dividends ($5 per share)
         
(37,370
)
       
(37,370
)
                           
Net Income
     
   
   
611,396
    
 
   
611,396
 
                           
Balance -
                         
December 31, 2003
   
7,474
   
4,569,137
   
(833,989
)
 
3,742,622
 
                           
Dividends ($5 per share)
         
(37,370
)
       
(37,370
)
                           
Net Income
    
 
   
1,138,549
    
 
   
1,138,549
 
                           
Balance -
                         
December 31, 2004
 
$
7,474
 
$
5,670,316
 
$
(833,989
)
$
4,843,801
 
 
 
See accompanying notes to financial statements.
 
4


Spidle Sales & Service, Inc.
Statements of Cash Flows
Years Ended December 31, 2004 and 2003
 
   
For the Years Ended
December 31, 
 
   
2004
 
2003
 
Cash flows from operating activities:
         
Net income from continuing operations
 
$
1,138,549
 
$
611,396
 
Adjustments to reconcile net income to cash provided by (used in)
             
operating activities:
             
Depreciation and amortization
   
691,164
   
541,227
 
Deferred income tax provision (benefit)
   
29,272
   
(125,528
)
Gain on sale of property and equipment
   
(13,323
)
 
 
Change in assets and liabilities:
             
Accounts receivable
   
(528,731
)
 
(975,462
)
Inventories
   
256,946
   
(388,494
)
Other current assets
   
2,000
   
(7,211
)
Prepaid federal income tax
   
   
252,842
 
Accounts payable
   
485,687
   
(101,486
)
Accrued liabilities
   
88,307
   
(58,250
)
Federal income tax payable
   
93,087
   
63,125
 
Net cash provided by (used in) continuing operations
   
2,242,958
   
(187,841
)
               
Cash flows from investing activities:
             
Capital expenditures
   
(1,425,935
)
 
(465,897
)
Proceeds from sale of property and equipment
   
17,600
   
 
Net cash used in investing activities
   
(1,408,335
)
 
(465,897
)
               
Cash flows from financing activities:
             
Payments on payable to stockholder
   
(1,050,000
)
 
(121,800
)
Proceeds from payable to stockholder
   
250,000
   
800,000
 
Dividends paid
   
(37,370
)
 
(37,370
)
Net cash provided by (used in) financing activities
   
(837,370
)
 
640,830
 
               
Net decrease in cash and cash equivalents 
   
(2,747
)
 
(12,908
)
Cash and cash equivalents at beginning of period
   
136,420
   
149,328
 
Cash and cash equivalents at end of period 
 
$
133,673
 
$
136,420
 
Supplemental Disclosures of Cash Flow Information               
Cash Paid during the year for:
             
Income Taxes
 
$
467,000
 
$
149,697
 
Interest
 
$
14,832
       
 
 
See accompanying notes to financial statements.

5

Spidle Sales & Service, Inc.
Notes to Financial Statements
December 31, 2004 and 2003

Note 1 - Description of Business and Accounting Policies

Spidle Sales & Service, Inc. (the Company) maintains its accounts on the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America. Accounting principles followed by the Company and the methods of applying those principles which materially affect the determination of financial position, results of operations and cash flow are summarized below:

Description of Business

The Company sells new and reconditioned drilling equipment used in gold mining, oil and gas exploration and water-well drilling. The Company also leases certain tools to companies in the above industries. The Company has focused on selling and renting equipment and tools to mining companies in the Rocky Mountain region of the United States of America. Operations are based in Vernal, Utah; Evanston, Wyoming and Bellville, Texas.

Revenue Recognition and Accounts Receivable

Revenues are recognized and accounts receivable are recorded at the time of shipment for equipment sales and as earned for rentals. Earnings are charged with a provision for doubtful accounts based on collection experience and review of the collectibility of accounts. Accounts deemed uncollectible are applied against the allowance for doubtful accounts. At December 31, 2004 and 2003, the Company believes that all accounts are collectible and no provision for doubtful accounts has been made.

The Company has exclusive sales agreements with two vendors. These agreements provide that the Company will sell or rent only the vendors’ products for certain types of products, as specified in the agreement. In exchange for these agreements, the Company receives a commission which is reflected as sales commissions in the accompanying financial statements.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2004, the Company had no deposits in excess of federally-insured limits.

Inventory

Inventory consists principally of drilling equipment held for sale. Inventory is valued at the lower of cost on a first-in, first-out method or market.

 
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SPIDLE SALES & SERVICE, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2004 and 2003

Property and Equipment

Depreciation is computed at amounts considered sufficient to amortize the cost of the assets over their estimated useful lives, using accelerated methods. Depreciation is based on the following estimated useful lives:
 
Rental tools   3 years
Furniture and fixtures   5 years
Transportation equipment   5 years
Buildings and improvements   10-20 years
Equipment   5 years
 
Long-lived assets are reviewed for impairment when events or changes in circumstances indicate an asset’s carrying amount may not be recoverable.

Income Taxes

The Company provides deferred income taxes for the expected future tax consequences of temporary differences between the income tax bases and financial reporting bases of assets and liabilities.

Advertising

The Company expenses advertising costs as they are incurred.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

Note 2 - Payable to Stockholder

At December 31, 2003, a stockholder had advanced $800,000 to the Company. The payable was unsecured, bore interest at 6%, and was due on demand. The loan was repaid in 2004.


7

 
SPIDLE SALES & SERVICE, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2004 and 2003

Note 3 - Federal Income Taxes

A reconciliation of the federal statutory income tax rate to the effective income tax rate at December 31, 2004 and 2003, respectively, is as follows:

   
2004
 
2003
 
           
Income tax provision at the statutory rate
 
$
587,489
 
$
320,530
 
Increase resulting from:
             
Nondeductible expenses
   
1,870
   
10,808
 
   
$
589,359
 
$
331,338
 

The components of the deferred income tax assets as of December 31, 2004 and 2003, respectively, were as follows:

   
2004
 
2003
 
           
Deferred income tax asset - current
         
State income tax accrual
 
$
27,114
       
               
Deferred income tax asset - non-current
             
Accelerated book depreciation
   
41,675
 
$
98,061
 
   
$
68,789
 
$
98,061
 

Note 4 - Subsequent Event

On February 14, 2005, the Company was purchased by Flotek Industries, Inc. for $6,100,000 in cash, $1,275,000 in notes payable and 129,271 shares of Flotek Industries, Inc.’s common stock.

8