REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Shareholders and Board of Directors Uwharrie Capital Corp Albemarle, North Carolina We have audited the accompanying consolidated balance sheets of Uwharrie Capital Corp and Subsidiaries (the “Company”) as of December 31, 2005 and 2004, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2005. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Uwharrie Capital Corp and Subsidiaries as of December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America. Raleigh, North Carolina March 10, 2006 2005 Annual Report to Shareholders Page 6 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2005 and 2004 2005 2004 ASSETS Cash and due from banks $ 11,438,743 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other assets 4,125,663 4,649,868 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits: Demand noninterest-bearing $ 47,279,515 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies (Note 11) SHAREHOLDERS’ EQUITY Common stock, $1.25 par value: 20,000,000 shares authorized; shares issued and outstanding 7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194 Additional paid-in capital 12,409,663 12,043,348 Unearned ESOP compensation (914,088) (964,935) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050 Total shareholders’ equity 27,452,776 27,155,799 Total liabilities and shareholders’ equity $350,189,865 $329,261,995 The accompanying notes are an integral part of the consolidated financial statements 2005 Annual Report to Shareholders Page 7 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Years Ended December 31, 2005, 2004 and 2003 2005 2004 2003 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Interest Expense Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Noninterest Income Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Noninterest Expense Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (benefit) 523,570 (199,500) 531,480 Net income $ 1,516,591 $ 253,331 $ 1,559,819 Net income per common share Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Weighted average shares outstanding Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 8 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years Ended December 31, 2005, 2004 and 2003 2005 2004 2003 Net Income $1,516,591 $ 253,331 $1,559,819 Other comprehensive income (loss): Unrealized gains (losses) on available for sale securities (761,273) (251,972) (204,209) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized in net income 16,272 (2,373) (128,845) Related tax effect (6,273) 915 38,113 Total other comprehensive loss (457,774) (156,285) (234,534) Comprehensive income $1,058,817 $ 97,046 $1,325,285 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 9 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Appears in 2 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement

Appears in 2 contracts

Samples: Asset Purchase Agreement (AuraSound, Inc.), Asset Purchase Agreement (AuraSound, Inc.)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the ~~Shareholders and~~ Board of Directors ~~Uwharrie Capital Corp Albemarle~~and Stockholders of Triton Resources , ~~North Carolina~~ Inc. (An Exploration Stage Company) We have audited the accompanying ~~consolidated~~ balance sheets of ~~Uwharrie Capital Corp and Subsidiaries~~ Triton Resources , Inc. (~~the “~~An Exploration Stage Company”) as of ~~December~~ October 31, 2005 and ~~2004~~October 31, 2004 and the related ~~consolidated~~ statements of ~~income~~operations, ~~comprehensive income, changes in shareholders~~cash flows and stockholders’ equity for the year ended October 31, 2005 and ~~cash flows~~ for ~~each~~ the period from May 18, 2004 (Date of Inception) to October 31, 2004 and accumulated for the ~~years in the three-year~~ period ~~ended December~~ from May 18, 2004 (Date of Inception) to October 31, 2005. 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 the ~~standards~~ Standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included 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, . An audit also includes 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 ~~consolidated~~ financial statements referred to ~~above~~ above, present fairly, in all material respects, the financial position of ~~Uwharrie Capital Corp and Subsidiaries~~ Triton Resources , Inc. (An Exploration Stage Company) as of ~~December~~ October 31, 2005 and October 31, 2004, and the results of ~~their~~ its operations and ~~their~~ its cash flows for ~~each of~~ the ~~years in the three-~~year ~~period~~ ended ~~December~~ October 31, 2005 and for the period from May 18, 2004 (Date of Inception) to October 31, 2004 and accumulated for the period from May 18, 2004 (Date of Inception) to October 31, 2005, in conformity with accounting principles generally accepted in the United ~~States~~ States. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated revenues and has accumulated losses since inception and will need additional equity financing to begin realizing its business plan. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of ~~America~~this uncertainty. ~~Raleigh~~/s/ “Xxxxxxx Xxxxxxx LLP” CHARTERED ACCOUNTANTS Vancouver, ~~North Carolina March~~ Canada January 10, 2006 ~~2005 Annual Report to Shareholders Page 6 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December~~ Triton Resources , Inc. (An Exploration Stage Company) Balance Sheets (Expressed in US dollars) October 31, 2004 October 31, (Restated - 2005 Note 7) $ $ ASSETS Current Assets Cash 46,539 73,261 Prepaid expenses 11 – Total Assets 46,550 73,261 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts payable 7,235 – Accrued liabilities 4,500 4,250 Due to related parties (Note 3(b)) – 82 Total Liabilities 11,735 4,332 Contingencies and ~~2004 2005 2004 ASSETS Cash~~ Commitments (Notes 1 and ~~due from banks $ 11,438,743 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale~~4) Stockholders’ Equity Common Stock, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other assets 4,125,663 4,649,868 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits: Demand noninterest-bearing $ 47,279,515 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits975,000,000 s hares authorized, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies (Note 11) SHAREHOLDERS’ EQUITY Common stock, $1.25 0.001 par ~~value: 20,000,000 shares authorized;~~ value 70,200,000 shares issued and outstanding ~~7,138,686~~ (Note 5) 70,200 70,200 Additional Paid in Capital 2,800 2,800 Donated Capital (Note 3(a)) 13,775 4,775 Accumulated Other Comprehensive Income (Note 7) 2,304 3,000 Deficit Accumulated During the Exploration Stage (Note 7) (54,264 ) (11,846 ) Total Stockholders’ Equity 34,815 68,929 Total Liabilities and ~~7,057,755 shares~~Stockholders’ Equity 46,550 73,261 (The Accompanying Notes are an Integral Part of These Financial Statements) Triton Resources , ~~respectively 8,923,357 8,822,194~~ Inc. (An Exploration Stage Company) Statements of Operations (Expressed in US dollars) Accumulated From From May 18, 2004 For the May 18, 2004 (Date of Inception) Year Ended (Date of Inception) to October 31, October 31, to October 31, 2005 2005 2004 (Restated – Note 7) $ $ $ Revenue – – – Expenses Donated services (Note 3(a)) 8,750 6,000 2,750 General and administrative 8,478 7,919 559 Mineral property costs (Note 4) 4,646 2,384 2,262 Professional fees 28,520 23,620 4,900 Donated rent (Note 3(a)) 4,375 3,000 1,375 Interest income (505 ) (505 ) – Total Expenses 54,264 42,418 11,846 Net Loss (54,264 ) (42,418 ) (11,846 ) Other Comprehensive Income (Loss) Foreign currency translation 2,304 (696 ) 3,000 Comprehensive Loss (51,960 ) (43,114 ) (8,846 ) Net Loss Per Share – Basic and Diluted – – Weighted Average Shares Outstanding 70,200,000 49,270,000 (The Accompanying Notes are an Integral Part of These Financial Statements) Triton Resources , Inc. (An Exploration Stage Company) Statements of Cash Flows (Expressed in US dollars) Accumulated From From May 18, 2004 May 18, 2004 For the (Date of Inception) (Date of Inception) Year Ended to October 31, to October 31, October 31, 2004 2005 2005 (Restated – Note 7) $ $ $ Operating Activities Net loss (54,264 ) (42,418 ) (11,846 ) Adjustments to reconcile net loss to cash Donated rent and services 13,775 9,000 4,775 Change in operating assets and liabilities (Increase) in prepaid expenses (11 ) (11 ) – Increase in accounts payable and accrued liabilities 11,735 7,485 4,250 Net Cash Used in Operating Activities (28,765 ) (25,944 ) (2,821 ) Financing Activities Advances from (repayments to) related party – (82 ) 82 Proceeds from issuance of common stock 73,000 – 73,000 Net Cash Flows Provided by (Used in) Financing Activities 73,000 (82 ) 73,082 Effect of exchange rate changes on cash 2,304 (696 ) 3,000 Increase (Decrease) in Cash 46,539 (26,722 ) 73,261 Cash - Beginning of Period – 73,261 – Cash - End of Period 46,539 46,539 73,261 Supplemental Disclosures Interest paid – – – Income taxes paid – – – (The Accompanying Notes are an Integral Part of These Financial Statements) Triton Resources , Inc. (An Exploration Stage Company) Statement of Stockholders’ Equity For the Period from May 18, 2004 (Date of Inception) to October 31, 2005 (Expressed in US dollars) Deficit Accumulated Accumulated Additional ~~paid~~Other During the Paid-in ~~capital 12,409,663 12,043,348 Unearned ESOP compensation~~ Donated Comprehensive Exploration Shares Amount Capital Capital Income Stage Total (~~914,088~~Restated – Note 7) # $ $ $ $ $ $ Balance – May 18, 2004 (Date of Inception) – – – – – – – Issuance of common shares for cash – at $.00008 per share 39,000,000 39,000 (36,000 ) – – – 3,000 at $.0008 per share 16,250,000 16,250 (3,750 ) – – – 12,500 at $.004 per share 14,950,000 14,950 42,550 – – – 57,500 Foreign currency translation adjustment – – – – 3,000 – 3,000 Donated rent and services – – – 4,775 – – 4,775 Net loss for the period – – – – – (11,846 ) (~~964,935~~11,846 ) ~~Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050 Total shareholders’ equity 27,452,776 27,155,799 Total liabilities~~ Balance – October 31, 2004 70,200,000 70,200 2,800 4,775 3,000 (11,846 ) 68,929 Foreign currency translation adjustment – – – – (696 ) – (696 ) Donated services and ~~shareholders’ equity $350,189,865 $329,261,995~~ expenses – – – 9,000 – – 9,000 Net loss for the period – – – – (42,418 ) (42,418 ) Balance – October 31, 2005 70,200,000 70,200 2,800 13,775 2,304 (54,264 ) 34,815 (The ~~accompanying notes~~ Accompanying Notes are an ~~integral part~~ Integral Part of These Financial Statements) Triton Resources, Inc. (An Exploration Stage Company) Notes to the ~~consolidated financial statements 2005 Annual Report to Shareholders Page 7 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Years Ended December~~ Financial Statements October 31, 2005, 2004 and 2003 2005 2004 2003 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Interest Expense Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Noninterest Income Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Noninterest Expense Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (benefit) 523,570 (199,500) 531,480 Net income $ 1,516,591 $ 253,331 $ 1,559,819 Net income per common share Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Weighted average shares outstanding Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 8 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years Ended December 31, 2005, 2004 and 2003 2005 2004 2003 Net Income $1,516,591 $ 253,331 $1,559,819 Other comprehensive income (loss): Unrealized gains (losses) on available for sale securities (761,273) (251,972) (204,209) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized in net income 16,272 (2,373) (128,845) Related tax effect (6,273) 915 38,113 Total other comprehensive loss (457,774) (156,285) (234,534) Comprehensive income $1,058,817 $ 97,046 $1,325,285 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 9 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Appears in 1 contract

Samples: Share Purchase Agreement (Triton Resources, Inc.)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the ~~Shareholders and~~ Board of Directors ~~Uwharrie Capital~~ Royalite Petroleum Corp ~~Albemarle~~Henderson, ~~North Carolina~~ Nevada We have audited the accompanying ~~consolidated~~ balance ~~sheets~~ sheet of ~~Uwharrie Capital Corp and Subsidiaries (the “Company”)~~ Royalite Petroleum Corp, an exploration stage company, as of ~~December 31~~April 30, ~~2005 and 2004~~2006, and the related ~~consolidated~~ statements of ~~income, comprehensive income~~operations and accumulated deficit, changes in ~~shareholders~~stockholders’ equity (deficit), and cash flows for ~~each~~ the period December 2, 2005 (date of ~~the years in the three-year period ended December 31~~inception) to April 30, ~~2005~~2006. These financial statements are the responsibility of ~~the Company~~Royalite Petroleum Corp’s management. Our responsibility is to express an opinion on these financial statements based on our ~~audits~~audit. We conducted our ~~audits~~ audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We The company is not required to have, nor were ~~not~~ we engaged to ~~perform~~ perform, an audit of ~~the Company’s~~ its internal control over financial reporting. Our audit included 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~~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~~ audit provides a reasonable basis for our opinion. In our opinion, the ~~consolidated~~ financial statements referred to above present fairly, in all material respects, the financial position of ~~Uwharrie Capital Corp and Subsidiaries~~ Royalite Petroleum Corp, an exploration stage company, as of ~~December 31~~April 30, ~~2005 and 2004~~2006, and the results of ~~their operations~~ its operations, changes in stockholders’ equity (deficit) and ~~their~~ cash flows for ~~each of~~ the ~~years in the three-year~~ period ~~ended~~ December 312, 2005 (date of inception) to April 30, 2006, in conformity with accounting principles generally accepted in ~~the~~ The United States of America. ~~Raleigh~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, ~~North Carolina March 10~~the Company has suffered recurring losses from operations, which raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. / Xxxxx & Company / Xxxxx & Company, Certified Public Accountants Westlake Village, California August 25, 2006 ~~2005 Annual Report to Shareholders Page 6 of 58 UWHARRIE CAPITAL~~ ROYALITE PETROLEUM CORP ~~AND SUBSIDIARIES CONSOLIDATED~~ (AN EXPLORATION STAGE COMPANY) BALANCE ~~SHEETS December 31~~SHEET April 30, ~~2005 and 2004 2005 2004~~ 2006 ASSETS Current assets Cash ~~and due from banks~~ $ 11,438,743 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises 418,337 Total current assets 418,337 Property and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other assets 4,125,663 4,649,868 3,487 License rights 3,000 Unproven oil and gas properties, full cost method 288,510 Deposits 3,500 Total assets ~~$350,189,865 $329,261,995~~ $ 716,834 LIABILITIES ~~Deposits: Demand noninterest-bearing~~ AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 47,279,515 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 25,425 Loan payable - related party 98,294 Total ~~deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other~~ current liabilities ~~1,385,754 1,069,057~~ 123,719 Total liabilities ~~322,737,089 302,106,196 Off balance sheet items, commitments and contingencies (Note 11) SHAREHOLDERS’ EQUITY~~ 123,719 Stockholders' equity Common stock, $~~1.25~~ 0.001 par value~~: 20,000,000~~ ; 200,000,000 shares authorized; , 24,961,667 shares issued and outstanding ~~7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194~~ 24,961 Additional paid-in capital ~~12,409,663 12,043,348 Unearned ESOP compensation~~ 764,239 Accumulated deficit during development stage (~~914,088~~196,085 ) ~~(964,935) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050~~ Total ~~shareholders’~~ stockholders' equity ~~27,452,776 27,155,799~~ 593,115 Total liabilities and ~~shareholders’~~ stockholders' equity ~~$350,189,865 $329,261,995 The accompanying notes are an integral part~~ $ 716,834 See Accompanying Notes to Financial Statements ROYALITE PETROLEUM CORP (AN EXPLORATION STAGE COMPANY) STATEMENT OF OPERATIONS For the period from December 2, 2005 (Date of ~~the consolidated financial statements 2005 Annual Report to Shareholders Page 7 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Years Ended December 31~~Inception) Through April 30, ~~2005, 2004~~ 2006 Revenue $ - Operating expenses Oil and ~~2003 2005 2004 2003 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies~~ gas exploration expenses 34,090 General and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 administrative 161,982 Depreciation 13 Total interest income 19,160,599 15,905,923 14,596,892 Interest Expense Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after operating expenses 196,085 Loss from operations before provision for loan losses 11,775,932 9,080,327 9,397,936 Noninterest Income Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Noninterest Expense Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (~~benefit~~196,085 ) ~~523,570~~ Income tax benefit - Net loss (~~199,500~~196,085 ) ~~531,480 Net income $ 1,516,591 $ 253,331 $ 1,559,819 Net income~~ Loss per common share ~~Basic~~ - basic and diluted: Net loss $ ~~0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21~~ (0.01 ) Weighted average common shares outstanding - Basic ~~7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part~~ and diluted 22,585,000 See Accompanying Notes to Financial Statements ROYALITE PETROLEUM CORP (AN EXPLORATION STAGE COMPANY) STATEMENT OF STOCKHOLDERS' EQUITY Accumulated Deficit During Total Common Stock Additional Development Stockholders' Shares Amount Paid-in Capital Stage Equity Balance, December 2, 2005 - $ - $ - $ - $ - Issuance of ~~the consolidated financial statements~~common stock for cash, 18,000,000 18,000 - - 18,000 $0.001 per share Issuance of common stock for cash, 2,000,000 2,000 198,000 - 200,000 Reg. ~~2005 Annual Report to Shareholders Page 8~~ S - Private Placement, $0.10 per share Issuance of ~~58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years Ended December 31~~common stock for cash, ~~2005~~100,000 100 9,900 - 10,000 Reg. D - Private Placement, ~~2004 and 2003 2005 2004 2003~~ $0.10 per share Issuance of common stock for cash, 1,860,667 1,861 556,339 - 558,200 Reg. S - Private Placement, $0.30 per share Issuance of common stock for licensing rights 3,000,000 3,000 - - 3,000 Net ~~Income $1,516,591 $ 253,331 $1,559,819 Other comprehensive income~~ loss - - - (~~loss): Unrealized gains (losses) on available for sale securities (761,273~~196,085 ) (~~251,972~~196,085 ) Balance, April 30, 2006 24,960,667 24,961 764,239 (~~204,209~~196,085 ) ~~Related tax effect 293,500 97,145 60,407 Reclassification~~ 593,115 See Accompanying Notes to Financial Statements ROYALITE PETROLEUM CORP (AN EXPLORATION STAGE COMPANY) STATEMENT OF CASH FLOWS Period from December 2, 2005 (Date of ~~losses(gains~~inception) ~~recognized~~ through April 30, 2006 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (196,085 ) Adjustments to reconcile net loss to net cash used in ~~net income 16,272~~ operating activities: Depreciation 13 Changes in operating assets and liabilities: Other current assets (~~2,373~~3,500 ) Accounts payable and accrued liabilities 25,425 Net cash used in operating activities (~~128,845~~174,147 ) ~~Related tax effect~~ CASH FLOW FROM INVESTING ACTIVITIES Cash paid on mineral property claims (~~6,273~~288,510 ) ~~915 38,113 Total other comprehensive loss~~ Purchase of fixed assets (~~457,774~~3,500 ) Net cash used in investing activities (~~156,285~~292,010 ) CASH FLOW FROM FINANCING ACTIVITIES Proceeds from stock issuance 786,200 Proceeds from borrowings from related party 40,294 Proceeds from borrowings on loan payable 58,000 Net cash provided by financing activities 884,494 NET CHANGE IN CASH 418,337 CASH AT BEGINNING OF PERIOD - CASH AT END OF PERIOD $ 418,337 SUPPLEMENTAL INFORMATION Interest Paid $ - Income Taxes Paid $ - See Accompanying Notes to Financial Statements ROYALITE PETROLEUM CORP (~~234,534~~AN EXPLORATION STAGE ENTERPRISE) Comprehensive income $1,058,817 $ 97,046 $1,325,285 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 9 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIESNOTES TO FINANCIAL STATEMENTS

Appears in 1 contract

Samples: Agreement and Plan of Merger (Worldbid Corp)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the ~~Shareholders~~ Partners of MPLX LP and the Board of Directors ~~Uwharrie Capital Corp Albemarle~~of MPLX GP LLC In our opinion, ~~North Carolina We have audited~~ the accompanying consolidated balance sheets ~~of Uwharrie Capital Corp and Subsidiaries (the “Company”) as of December 31, 2005 and 2004,~~ and the related consolidated statements of income, ~~comprehensive income, changes in shareholders’~~ of equity and of cash flows present fairly, in all material respects, the financial position of MPLX LP and its subsidiaries at December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the ~~three-year~~ period ended December 31, ~~2005~~2015 in conformity with accounting principles generally accepted in the United States of America. ~~These~~ Also in our opinion, the Company maintained, in all material respects, effective internal control over financial ~~statements are~~ reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the ~~responsibility~~ Committee of Sponsoring Organizations of the Xxxxxxxx Commission (COSO). The Company~~’s management~~'s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express ~~an opinion~~ opinions on these financial statements and on the Company's internal control over financial reporting based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the ~~audit~~ audits to obtain reasonable assurance about whether the financial statements are free of material ~~misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of~~ misstatement and whether effective internal control over financial reporting ~~as a basis for designing audit procedures that are appropriate~~ was maintained in ~~the circumstances, but not for the purpose of expressing an opinion on the effectiveness~~ all material respects. Our audits of the ~~Company’s internal control over~~ financial ~~reporting. Accordingly, we express no such opinion. An audit also includes~~ statements included 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~~ and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our ~~opinion~~opinions. ~~In our opinion,~~ A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the ~~consolidated~~ reliability of financial reporting and the preparation of financial statements ~~referred~~ for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to ~~above present fairly~~the maintenance of records that, in ~~all~~ reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material ~~respects,~~ effect on the financial ~~position~~ statements. Because of ~~Uwharrie Capital Corp and Subsidiaries~~ its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As described in Management’s Report on Internal Control over Financial Reporting, management has excluded MarkWest (as defined in Note 1) from the Company’s assessment of internal control over financial reporting as of December 31, ~~2005~~ 2015 as it was acquired by the Company in a business combination on December 4, 2015. We have also excluded MarkWest from our audit of internal control over financial reporting. MarkWest represents approximately 72% of consolidated total assets as of December 31, 2015 and ~~2004,~~ 18% of consolidated total revenues and other income for the ~~results of their operations and their cash flows for each of the years in the three-~~year ~~period~~ ended December 31, ~~2005~~ 2015. /s/PricewaterhouseCoopers LLP Toledo, Ohio February 26, 2016, except for the effect of the changes discussed in ~~conformity with accounting principles generally accepted~~ Note 4 to the consolidated financial statements, as to which the date is May 2, 2016 MPLX LP Combined Consolidated Statements of Income (In millions, except per unit data) 2015 2014 2013 Revenues and other income: Service revenue $ 130 $ 70 $ 79 Service revenue - related parties 593 662 586 Rental income 20 — — Rental income - related parties 101 15 15 Product sales 36 — — Product sales - related parties 1 — — Other income 9 6 5 Other income - related parties 71 40 28 Total revenues and other income 961 793 713 Costs and expenses: Cost of revenues (excludes items below) 225 228 200 Purchased product costs 20 — — Rental cost of sales 5 1 1 Purchases - related parties 166 153 151 Depreciation and amortization 116 75 70 General and administrative expenses 118 81 69 Other taxes 13 10 9 Total costs and expenses 663 548 500 Income from operations 298 245 213 Income before income taxes 250 240 212 Provision for income taxes 1 1 1 Net income 249 239 211 Less: Net income attributable to noncontrolling interests 1 57 68 Net income attributable to Predecessor 92 61 65 Net income attributable to MPLX LP 156 121 78 Less: General partner’s interest in ~~the United States of America. Raleigh, North Carolina March 10, 2006 2005 Annual Report~~ net income attributable to ~~Shareholders Page~~ MPLX LP 57 6 ~~of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2005 and 2004 2005 2004 ASSETS Cash and due from banks~~ 2 Limited partners’ interest in net income attributable to MPLX LP $ ~~11,438,743~~ 99 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses 115 $ 76 Per Unit Data (~~4,482,304) (4,982,891~~See Note 7) Net ~~loans 271,713,571 258,755,381 Premises~~ income attributable to MPLX LP per limited partner unit: Common - basic $ 1.23 $ 1.55 $ 1.05 Common - diluted 1.22 1.55 1.05 Subordinated - basic and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other assets 4,125,663 4,649,868 Total assets $350,189,865 $329,261,995 LIABILITIES Depositsdiluted 0.11 1.50 1.01 Weighted average limited partner units outstanding: ~~Demand noninterest-bearing~~ Common - basic 79 37 37 Common - diluted 80 37 37 Subordinated - basic and diluted 18 37 37 Cash distributions declared per limited partner common unit $ ~~47,279,515~~ 1.8200 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies (Note 11) SHAREHOLDERS’ EQUITY Common stock, $1.25 par value: 20,000,000 shares authorized; shares issued and outstanding 7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194 Additional paid-in capital 12,409,663 12,043,348 Unearned ESOP compensation (914,088) (964,935) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050 Total shareholders’ equity 27,452,776 27,155,799 Total liabilities and shareholders’ equity $350,189,865 $329,261,995 1.4100 $ 1.1675 The accompanying notes are an integral part of the consolidated financial statements 2005 Annual Report to Shareholders Page 7 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Years Ended December 31, 2005, 2004 and 2003 2005 2004 2003 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Interest Expense Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Noninterest Income Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Noninterest Expense Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (benefit) 523,570 (199,500) 531,480 Net income $ 1,516,591 $ 253,331 $ 1,559,819 Net income per common share Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Weighted average shares outstanding Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part of the these combined consolidated financial statements. 2005 Annual Report to Shareholders Page 8 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years Ended December 31, 2005, 2004 and 2003 2005 2004 2003 Net Income $1,516,591 $ 253,331 $1,559,819 Other comprehensive income (loss): Unrealized gains (losses) on available for sale securities (761,273) (251,972) (204,209) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized in net income 16,272 (2,373) (128,845) Related tax effect (6,273) 915 38,113 Total other comprehensive loss (457,774) (156,285) (234,534) Comprehensive income $1,058,817 $ 97,046 $1,325,285 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 9 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES.

Appears in 1 contract

Samples: Interests Contribution Agreement (MPLX Lp)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. ~~To the Shareholders and~~ Board of Directors ~~Uwharrie Capital Corp Albemarle, North Carolina~~ FFD Financial Corporation We have audited the accompanying consolidated ~~balance sheets~~ statements of ~~Uwharrie Capital Corp and Subsidiaries (the “Company”)~~ financial condition of FFD Financial Corporation as of ~~December 31~~June 30, 2005 and 2004, and the related consolidated statements of ~~income~~earnings, comprehensive income, ~~changes in~~ shareholders’ ' equity and cash flows for each of the three years in the ~~three-year~~ period ended ~~December 31~~June 30, 2005. These consolidated financial statements are the responsibility of the ~~Company’s~~ Corporation's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We The Corporation is not required to have, nor were ~~not~~ we engaged to perform an audit of ~~the Company’s~~ its internal control over financial reporting. Our audit included 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~~ Corporation'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, . An audit also includes 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of ~~Uwharrie Capital Corp and Subsidiaries~~ FFD Financial Corporation as of ~~December 31~~June 30, 2005 and 2004, and the results of ~~their~~ its operations and ~~their~~ its cash flows for each of the three years in the ~~three-year~~ period ended ~~December 31~~June 30, ~~2005~~ 2005, in conformity with accounting principles generally accepted in the United States of America. ~~Raleigh~~/s/ Grant Thornton LLP Cixxxxxxxx, ~~North Carolina March 10~~Xxxx August 18, ~~2006~~ 2005 ~~Annual Report~~ (except for Note M, as to ~~Shareholders Page 6 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES~~ which the date is September 15, 2005) FFD FINANCIAL CORPORATION CONSOLIDATED ~~BALANCE SHEETS December 31~~STATEMENTS OF FINANCIAL CONDITION June 30, 2005 and 2004 (In thousands, except share data) ASSETS 2005 2004 ~~ASSETS~~ Cash and due from banks $ ~~11,438,743~~ 2,113 $ ~~11,449,899~~ 1,999 Interest-~~earning~~ bearing deposits ~~with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities~~ in other financial institutions 5,672 8,821 --------- --------- Cash and cash equivalents 7,785 10,820 Investment securities designated as available for ~~sale~~sale - at market 3,485 4,402 Mortgage-backed securities designated as available for sale - at market 500 630 Mortgage-backed securities held to maturity - at amortized cost, approximate market value of $225 and $411 as of June 30, 2005 and 2004, respectively 220 395 Loans receivable - net 131,168 114,288 Loans held for sale - at ~~fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises~~ lower of cost or market 325 217 Office premises and ~~equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777~~ equipment - at depreciated cost 2,031 2,028 Stock in Federal Home Loan Bank ~~stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other~~ - at cost 2,140 2,047 Accrued interest receivable 450 381 Prepaid expenses and other assets ~~4,125,663 4,649,868~~ 239 275 Prepaid federal income taxes 252 409 --------- --------- Total assets ~~$350,189,865 $329,261,995~~ $ 148,595 $ 135,892 ========= ========= LIABILITIES ~~Deposits: Demand noninterest-bearing~~ AND SHAREHOLDERS' EQUITY Deposits $ ~~47,279,515~~ 111,495 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest 105,446 Advances from the Federal Home Loan Bank 17,880 12,669 Accrued interest payable ~~368,850 301,930~~ 155 97 Other liabilities ~~1,385,754 1,069,057~~ 1,385 719 Deferred federal income taxes 242 223 --------- --------- Total liabilities ~~322,737,089 302,106,196 Off balance sheet items, commitments and contingencies (Note 11) SHAREHOLDERS’ EQUITY Common stock, $1.25~~ 131,157 119,154 Commitments -- -- Shareholders' equity Preferred stock - authorized 1,000,000 shares without par value~~: 20,000,000 shares authorized~~; no shares issued ~~and outstanding 7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194~~ -- -- Common stock - authorized 5,000,000 shares without par or stated value; 1,454,750 shares issued -- -- Additional paid-in capital ~~12,409,663 12,043,348 Unearned ESOP compensation~~ 7,987 7,910 Retained earnings - restricted 12,954 12,385 Accumulated comprehensive loss; unrealized losses on securities designated as available for sale, net of related tax effects (~~914,088~~9) (~~964,935~~66) ~~Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050~~ Shares acquired by stock benefit plans (334) (444) Less 264,773 and 266,757 treasury shares at June 30, 2005 and 2004, respectively - at cost (3,160) (3,047) --------- --------- Total shareholders’ ' equity ~~27,452,776 27,155,799~~ 17,438 16,738 --------- --------- Total liabilities and shareholders’ ' equity ~~$350,189,865 $329,261,995~~ $ 148,595 $ 135,892 ========= ========= The accompanying notes are an integral part of ~~the consolidated financial statements 2005 Annual Report to Shareholders Page 7 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES~~ these statements. FFD FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF ~~INCOME~~ EARNINGS Years ~~Ended December 31~~ended June 30, 2005, 2004 and 2003 (In thousands, except per share data) 2005 2004 2003 Interest ~~Income Loans, including fees~~ income Loans $ 6,683 $ 6,043 $~~17,445,375 $14,468,077 $13,293,773~~ 6,373 Mortgage-backed securities 36 58 99 Investment ~~securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362~~ securities 170 132 109 Interest-~~earning~~ bearing deposits ~~with banks~~ and ~~federal funds sold 302,088 98,985 26,380~~ other 184 127 177 ------- ------- ------ Total interest income ~~19,160,599 15,905,923 14,596,892~~ 7,073 6,360 6,758 Interest Expense Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 expense Deposits 1,917 1,899 2,382 Borrowings 604 588 584 ------- ------- ------ Total interest expense ~~6,629,667 4,734,096 4,605,956~~ 2,521 2,487 2,966 ------- ------- ------ Net interest income ~~12,530,932 11,171,827 9,990,936~~ 4,552 3,873 3,792 Provision for ~~loan~~ losses ~~755,000 2,091,500 593,000~~ on loans 11 25 131 ------- ------- ------ Net interest income after provision for ~~loan~~ losses ~~11,775,932 9,080,327 9,397,936 Noninterest Income Service charges~~ on ~~deposit accounts 1,706,784 1,435,827 1,347,538~~ loans 4,541 3,848 3,661 Other ~~service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss)~~ income Gain on sale of loans 226 354 908 Loss on sale of real estate acquired through foreclosure -- (7) -- Gain on redemption of securities ~~(16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433~~ 329 -- -- Other operating 362 269 130 ------- ------- ------ Total other income ~~378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Noninterest Expense Salaries~~ 917 616 1,038 General, administrative and ~~employee~~ other expense Employee compensation and benefits ~~8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391~~ 1,755 1,537 1,252 Occupancy and equipment 384 391 387 Franchise taxes 209 210 191 Data processing ~~costs 843,514 809,938 805,118~~ 288 285 269 Other ~~noninterest~~ operating 1,177 1,000 1,034 ------- ------- ------ Total general, administrative and other expense ~~3,959,640 4,026,370 3,638,784~~ 3,813 3,423 3,133 ------- ------- ------ Earnings before income taxes 1,645 1,041 1,566 Federal income taxes Current 569 311 520 Deferred (10) 43 14 ------- ------- ------ Total ~~noninterest expense 14,086,872 13,297,020 12,466,219 Income before~~ federal income taxes ~~2,040,161 53,831 2,091,299 Income taxes (benefit) 523,570 (199,500) 531,480 Net income~~ 559 354 534 ------- ------- ------ NET EARNINGS $ ~~1,516,591~~ 1,086 $ ~~253,331 $ 1,559,819 Net income per common share~~ 687 $1,032 ======= ======= ====== EARNINGS PER SHARE Basic $ ~~0.22~~ .94 $ ~~0.04~~ .59 $ ~~0.22~~ .88 ======= ======= ====== Diluted $ ~~0.21~~ .92 $ ~~0.03~~ .58 $ ~~0.21 Weighted average shares outstanding Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338~~ .86 ======= ======= ====== The accompanying notes are an integral part of ~~the consolidated financial~~ these statements. ~~2005 Annual Report to Shareholders Page 8 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES~~ FFD FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years ~~Ended December 31~~ended June 30, 2005, 2004 and 2003 (In thousands) 2005 2004 2003 Net ~~Income $1,516,591~~ earnings $ ~~253,331 $1,559,819~~ 1,086 $ 687 $ 1,032 Other comprehensive ~~income (loss):~~ income, net of tax: Unrealized holding gains (losses) on ~~available for sale~~ securities during the period, net of taxes (~~761,273~~benefits) of $29, $(38) and $(5) in 2005, 2004 and 2003, respectively 57 (74) (~~251,972~~11) (204,209) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized in net income 16,272 (2,373) (128,845) Related tax effect (6,273) 915 38,113 Total other comprehensive loss (457,774) (156,285) (234,534) ------- ----- ------- Comprehensive income ~~$1,058,817~~ $ ~~97,046 $1,325,285~~ 1,143 $ 613 $ 1,021 ======= ===== ======= Accumulated comprehensive income (loss) $ (9) $ (66) $ 8 ======= ===== ======= The accompanying notes are an integral part of these statements. FFD FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY For the years ended June 30, 2005, 2004 and 2003 (In thousands, except per share data) Unrealized gains (losses) on securities Additional designated Common paid-in Retained as available stock capital earnings for sale Balance at July 1, 2002 $ -- $ 7,861 $ 11,629 $ 19 Net earnings for the year ended June 30, 2003 -- -- 1,032 -- Purchase of treasury shares -- -- -- -- Amortization expense of stock benefit plans -- 39 -- -- Unrealized losses on securities designated as available for sale, net of related tax effects -- -- -- (11) Exercise of stock options -- (11) -- -- Dividends of $.395 per share -- -- (459) -- -------- -------- -------- ----- Balance at June 30, 2003 -- 7,889 12,202 8 Net earnings for the year ended June 30, 2004 -- -- 687 -- Purchase of treasury shares -- -- -- Amortization expense of stock benefit plans -- 51 -- -- Unrealized losses on securities designated as available for sale, net of related tax effects -- -- -- (74) Exercise of stock options -- (30) -- Dividends of $.415 per share -- -- (504) -- -------- -------- -------- ----- Balance at June 30, 2004 -- 7,910 12,385 (66) Net earnings for the year ended June 30, 2005 -- -- 1,086 -- Purchase of treasury shares -- -- -- -- Amortization expense of stock benefit plans -- 72 -- -- Unrealized gains on securities designated as available for sale, net of related tax effects -- -- -- 57 Exercise of stock options -- 5 -- -- Dividends of $.435 per share -- -- (517) -- -------- -------- -------- ----- Balance at June 30, 2005 $ -- $ 7,987 $ 12,954 $ (9) ======== ======== ======== ===== Shares acquired by stock Treasury benefit shares- plans at cost Total Balance at July 1, 2002 $ (677) $ (2,291) $ 16,541 Net earnings for the year ended June 30, 2003 -- -- 1,032 Purchase of treasury shares -- (380) (380) Amortization expense of stock benefit plans 118 -- 157 Unrealized losses on securities designated as available for sale, net of related tax effects -- -- (11) Exercise of stock options -- 49 38 Dividends of $.395 per share -- -- (459) -------- ----------- -------- Balance at June 30, 2003 (559) (2,622) 16,918 Net earnings for the year ended June 30, 2004 -- -- 687 Purchase of treasury shares -- (769) (769) Amortization expense of stock benefit plans 115 -- 166 Unrealized losses on securities designated as available for sale, net of related tax effects -- -- (74) Exercise of stock options -- 344 314 Dividends of $.415 per share -- -- (504) -------- ----------- -------- Balance at June 30, 2004 (444) (3,047) 16,738 Net earnings for the year ended June 30, 2005 -- -- 1,086 Purchase of treasury shares -- (411) (411) Amortization expense of stock benefit plans 110 -- 182 Unrealized gains on securities designated as available for sale, net of related tax effects -- -- 57 Exercise of stock options -- 298 303 Dividends of $.435 per share -- -- (517) -------- ----------- -------- Balance at June 30, 2005 $ (334) $ (3,160) $ 17,438 ======== =========== ======== The accompanying notes are an integral part of these statements. FFD FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS Years ended June 30, 2005, 2004 and 2003 (In thousands) 2005 2004 2003 Cash flows from operating activities: Net earnings for the year $ 1,086 $ 687 $ 1,032 Adjustments to reconcile net earnings to net cash provided by operating activities: Amortization of premiums and discounts on investments and mortgage-backed securities - net -- 5 67 Amortization of deferred loan origination (fees) costs 48 39 (24) Depreciation and amortization 175 187 201 Gain on redemption of investment securities (329) -- -- Provision for losses on loans 11 25 131 Gain on sale of loans (65) (62) (443) Loans originated for sale (10,530) (28,202) (45,602) Proceeds from sale of mortgage loans in the secondary market 10,487 29,814 44,615 Proceeds from sale of loans to other financial institutions 2,921 -- -- Loss on sale of real estate acquired through foreclosure -- 7 -- Amortization expense of stock benefit plans 182 166 157 Federal Home Loan Bank stock dividends (93) (80) (82) Tax benefit of stock options exercised 36 32 -- Increase (decrease) in cash due to changes in: Accrued interest receivable (69) 5 68 Prepaid expenses and other assets 21 (24) 44 Other liabilities 666 (216) 522 Accrued interest payable 58 1 (4) Federal income taxes Current 157 (87) (59) Deferred (10) 43 14 -------- -------- -------- Net cash provided by operating activities 4,752 2,340 637 Cash flows used in investing activities: Purchase of investment securities designated as available for sale -- (5,500) (7,510) Proceeds from maturity of investment securities 1,000 2,500 8,000 Proceeds from redemption of investment securities 344 -- -- Purchase of mortgage-backed securities designated as available for sale -- -- (956) Principal repayments on mortgage-backed securities 308 442 2,602 Loan principal repayments 36,188 41,633 41,319 Loan disbursements (56,048) (41,639) (49,068) Purchase of office premises and equipment (178) (81) (343) -------- -------- -------- Net cash used in investing activities (18,386) (2,645) (5,956) -------- -------- -------- Net cash used in operating and investing activities (subtotal carried forward) (13,634) (305) (5,319) -------- -------- -------- The accompanying notes are an integral part of these statements. FFD FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) Years ended June 30, 2005, 2004 and 2003 (In thousands) 2005 2004 2003 Net cash used in operating and investing activities (subtotal brought forward) $(13,634) $ (305) $ (5,319) Cash flows provided by (used in) financing activities: Net increase in deposit accounts 6,049 1,095 8,809 Proceeds from Federal Home Loan Bank advances 10,495 1,525 -- Repayments of Federal Home Loan Bank advances (5,284) (2,747) (3,662) Proceeds from exercise of stock options 267 282 38 Purchase of treasury shares (411) (769) (380) Cash dividends paid on common stock (517) (504) (459) -------- -------- -------- Net cash provided by (used in) financing activities 10,599 (1,118) 4,346 -------- -------- -------- Net decrease in cash and cash equivalents (3,035) (1,423) (973) Cash and cash equivalents at beginning of year 10,820 12,243 13,216 -------- -------- -------- Cash and cash equivalents at end of year $ 7,785 $ 10,820 $ 12,243 ======== ======== ======== Supplemental disclosure of cash flow information: Cash paid during the year for: Federal income taxes $ 376 $ 390 $ 600 ======== ======== ======== Interest on deposits and borrowings $ 2,463 $ 2,486 $ 2,970 ======== ======== ======== Supplemental disclosure of noncash investing activities: Unrealized gains (losses) on securities designated as available for sale, net of applicable tax effects $ 57 $ (74) $ (11) ======== ======== ======== Recognition of mortgage servicing rights in accordance with SFAS No. 140 $ 161 $ 292 $ 465 ======== ======== ======== Transfers from loans to real estate acquired through foreclosure $ -- $ -- $ 161 ======== ======== ======== Loans originated upon sale of real estate acquired through foreclosure $ -- $ 147 $ -- ======== ======== ======== The accompanying notes are an integral part of these statements. FFD FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2005, 2004 and 2003 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES FFD Financial Corporation (the "Corporation") is a savings and loan holding company whose activities are primarily limited to holding the stock of its wholly-owned subsidiary, First Federal Community Bank (the "Bank"). The Bank conducts a general banking business in north central Ohio which consists of attracting deposits from the general public and applying those funds to the origination of loans for residential, consumer and nonresidential purposes. The Bank's profitability is significantly dependent on net interest income, which is the difference between interest income generated from interest-earning assets (i.e. loans and investments) and the interest expense paid on interest-bearing liabilities (i.e. customer deposits and borrowed funds). Net interest income is affected by the relative amount of interest-earning assets and interest-bearing liabilities and the interest received or paid on these balances. The level of interest rates paid or received by the Bank can be significantly influenced by a number of environmental factors, such as governmental monetary policy, that are outside of management's control. The consolidated financial ~~statements~~information presented herein has been prepared in accordance with accounting principles generally accepted in the United States of America ("U. S. GAAP") and general accounting practices within the financial services industry. ~~2005 Annual Report~~ In preparing consolidated financial statements in accordance with U. S. GAAP, management is required to ~~Shareholders Page 9~~ make estimates and assumptions that affect the reported amounts of ~~58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES~~assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from such estimates. A summary of significant accounting policies which have been consistently applied in the preparation of the accompanying consolidated financial statements follows:

Appears in 1 contract

Samples: FFD Financial Corp/Oh

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the ~~Shareholders and~~ Board of Directors ~~Uwharrie Capital Corp Albemarle, North Carolina~~ of Crestwood Gas Services GP LLC We have audited the accompanying consolidated balance sheets of ~~Uwharrie Capital Corp~~ Crestwood Gas Services GP LLC and ~~Subsidiaries~~ subsidiaries (the “~~Company~~General Partnership”) as of December 31, ~~2005~~ 2012 and ~~2004~~2011, and the related consolidated statements of income, ~~comprehensive income~~cash flows, and changes in ~~shareholders’~~ equity ~~and cash flows~~ for each of the three years in the ~~three-year~~ period ended December 31, ~~2005~~2012. These financial statements are the responsibility of the ~~Company~~General Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We The General Partnership is not required to have, nor were ~~not~~ we engaged to ~~perform~~ perform, an audit of ~~the Company’s~~ its internal control over financial reporting. Our ~~audit~~ audits included 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~~General Partnership’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~~ such consolidated financial statements ~~referred to above~~ present fairly, in all material respects, the financial position of ~~Uwharrie Capital Corp~~ Crestwood Gas Services GP LLC and ~~Subsidiaries as of~~ subsidiaries at December 31, ~~2005~~ 2012 and ~~2004~~2011, and the results of their operations and their cash flows for each of the three years in the ~~three-year~~ period ended December 31, ~~2005~~ 2012, in conformity with accounting principles generally accepted in the United States of America. Raleigh, North Carolina March 10, 2006 2005 Annual Report to Shareholders Page 6 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2005 and 2004 2005 2004 ASSETS Cash and due from banks $ 11,438,743 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other assets 4,125,663 4,649,868 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits: Demand noninterest-bearing $ 47,279,515 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies (Note 11) SHAREHOLDERS’ EQUITY Common stock, $1.25 par value: 20,000,000 shares authorized; shares issued and outstanding 7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194 Additional paid-in capital 12,409,663 12,043,348 Unearned ESOP compensation (914,088) (964,935) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050 Total shareholders’ equity 27,452,776 27,155,799 Total liabilities and shareholders’ equity $350,189,865 $329,261,995 The ~~accompanying notes are an integral part of the~~ consolidated financial statements ~~2005 Annual Report~~ give effect to ~~Shareholders Page 7~~ the acquisition of ~~58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Years Ended December 31~~Crestwood Marcellus Midstream LLC by the General Partnership on January 8, ~~2005~~2013, 2004 and 2003 2005 2004 2003 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Interest Expense Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision which has been accounted for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Noninterest Income Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale at historical cost as a reorganization of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Noninterest Expense Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (benefit) 523,570 (199,500) 531,480 Net income $ 1,516,591 $ 253,331 $ 1,559,819 Net income per entities under common share Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Weighted average shares outstanding Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part of control as described in Note 1 to the consolidated financial statements. ~~2005 Annual Report~~ /s/ DELOITTE & TOUCHE LLP Houston, TX July 23, 2013 (August 5, 2013 as to ~~Shareholders Page 8 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES~~ net income per unit attributable to Crestwood Gas Services GP LLC in Note 15) CRESTWOOD GAS SERVICES GP LLC CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE~~ INCOME ~~Years~~ (In thousands, except per unit data) Successor Predecessor Year Ended December 31, ~~2005~~2012 Year Ended December 31, ~~2004~~ 2011 Period from October 1, 2010 to December 31, 2010 Period from January 1, 2010 to September 30, 2010 Operating revenues Gathering revenues $ 74,922 $ 28,528 $ 1,584 $ 4,165 Gathering revenues—related party 88,091 102,427 22,181 55,464 Processing revenues 8,481 2,714 561 2,045 Processing revenues—related party 25,652 28,798 6,965 20,625 Product sales 42,317 43,353 — — Total operating revenues 239,463 205,820 31,291 82,299 Operating expenses Product purchases 23,853 38,787 — — Product purchases—related party 15,152 — — — Operations and ~~2003 2005 2004 2003 Net Income $1,516,591 $ 253,331 $1,559,819~~ maintenance 43,108 36,303 3,896 21,806 General and administrative 29,582 24,153 11,372 6,285 Depreciation, amortization and accretion 73,174 53,901 10,209 16,696 Total operating expenses 184,869 153,144 25,477 44,787 Other ~~comprehensive~~ operating income Gain on contingent consideration 6,833 17,237 — — Gain from exchange of property, plant and equipment — 1,106 — — Total other operating income 6,833 18,343 — — Operating income 61,427 71,019 5,814 37,512 Interest and debt expense (~~loss): Unrealized gains (losses) on available for sale securities (761,273~~35,765 ) (~~251,972~~27,617 ) (~~204,209~~4,742 ) ~~Related~~ (8,808 ) Income before income taxes 25,662 43,402 1,072 28,704 Income tax ~~effect 293,500 97,145 60,407 Reclassification~~ expense (benefit) 1,206 1,251 (721 ) 171 Net income 24,456 42,151 1,793 28,533 Net income attributable to noncontrolling interests 9,564 34,422 1,112 26,756 Net income attributable to Crestwood Gas Services GP LLC $ 14,892 $ 7,729 $ 681 $ 1,777 Net income per unit attributable to Crestwood Gas Services GP LLC common unitholders: Basic $ 0.38 $ 0.19 $ 0.02 $ 0.04 Diluted $ 0.38 $ 0.19 $ 0.02 $ 0.04 See accompanying notes. CRESTWOOD GAS SERVICES GP LLC CONSOLIDATED BALANCE SHEETS (In thousands) Successor December 31, 2012 2011 ASSETS Current assets Cash and cash equivalents $ 112 $ 798 Accounts receivable—related party 23,755 27,312 Accounts receivable 21,636 11,926 Insurance receivable 2,920 — Prepaid expenses and other assets 1,941 4,585 Total current assets 50,364 44,621 Property, plant and equipment, net of ~~losses(gains~~accumulated depreciation of $94,989 in 2012 and $46,620 in 2011 1,102,428 916,825 Intangible assets, net of accumulated amortization of $40,284 in 2012 and $16,844 in 2011 772,730 412,176 Goodwill 352,188 348,135 Deferred financing costs, net 22,528 16,699 Other assets 1,321 790 Total assets $ 2,301,559 $ 1,739,246 LIABILITIES AND EQUITY Current liabilities Accrued additions to property, plant and equipment $ 9,213 $ 7,500 Capital leases 3,862 2,693 Deferred revenue 2,634 — Commitments and contingent liabilities — 41,097 Accounts payable—related party 3,088 1,308 Accounts payable, accrued expenses and other liabilities 29,718 31,793 Total current liabilities 48,515 84,391 Long-term debt 685,161 512,500 Long-term capital leases 3,161 3,929 Asset retirement obligations 14,024 11,545 Commitments and contingent liabilities — 6,833 Equity Member’s equity 31,684 22,049 Noncontrolling interests 1,519,014 1,097,999 Total equity 1,550,698 1,120,048 Total liabilities and equity $ 2,301,559 $ 1,739,246 See accompanying notes. CRESTWOOD GAS SERVICES GP LLC CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) ~~recognized in~~ Successor Predecessor Year Ended December 31, 2012 Year Ended December 31, 2011 Period from October 1, 2010 to December 31, 2010 Period from January 1, 2010 to September 30, 2010 Cash flows from operating activities Net income $ 24,456 $ 42,151 $ 1,793 $ 28,533 Adjustments to reconcile net income ~~16,272~~ to net cash provided by operating activities: Depreciation, amortization and accretion 73,174 53,901 10,209 16,696 Deferred income taxes — — (~~2,373~~939 ) 171 Equity-based compensation 1,877 916 3,521 2,001 Gain on contingent consideration (6,833 ) (~~128,845~~17,237 ) ~~Related tax effect~~ — — Gain from exchange of property, plant and equipment — (~~6,273~~1,106 ) ~~915 38,113 Total other comprehensive loss~~ — — Other non-cash income items 5,234 3,473 1,638 3,323 Changes in assets and liabilities: Accounts receivable—related party 3,557 (~~457,774~~4,309 ) (~~156,285~~14,886 ) (~~234,534~~8,117 ) ~~Comprehensive~~ Accounts receivable (7,076 ) (7,348 ) 350 (620 ) Insurance receivable (1,251 ) — — — Prepaid expenses and other assets 2,113 249 20 (923 ) Accounts payable—related party 1,780 (2,959 ) 4,630 — Accounts payable, accrued expenses and other liabilities 5,034 18,600 (3,206 ) 3,809 Net cash provided by operating activities 102,065 86,331 3,130 44,873 Cash flows from investing activities Acquisitions, net of cash acquired (563,965 ) (414,073 ) — — Capital expenditures (52,572 ) (48,405 ) (16,599 ) (52,470 ) Proceeds from exchange of property, plant and equipment — 5,943 — — Proceeds from sale of property, plant and equipment 20 — — — Distributions to Quicksilver for Alliance assets — — — (80,276 ) Net cash used in investing activities (616,517 ) (456,535 ) (16,599 ) (132,746 ) Cash flows from financing activities Proceeds from issuance of senior notes 151,500 200,000 — — Proceeds from credit facilities 555,200 215,200 283,504 143,200 Repayments of credit facilities (534,000 ) (186,204 ) (238,500 ) (30,100 ) Payment of Tristate Acquisition deferred payment (7,839 ) — — — Payments on capital leases (2,993 ) (1,966 ) — — Deferred financing costs paid (11,322 ) (6,982 ) (13,568 ) — Proceeds from issuance of Class C units, net — 152,671 — — Proceeds from issuance of noncontrolling interests, net 217,483 53,550 — 11,054 Contributions from member 5,930 8,741 — — Contributions from noncontrolling interests 243,750 — — — Distributions to member (13,858 ) (5,868 ) (776 ) (1,624 ) Distributions to noncontrolling interests (89,679 ) (58,143 ) (13,097 ) (34,202 ) Taxes paid for equity-based compensation vesting (406 ) — (4,149 ) (1,144 ) Net cash provided by financing activities 513,766 370,999 13,414 87,184 Change in cash and cash equivalents (686 ) 795 (55 ) (689 ) Cash and cash equivalents at beginning of period 798 3 58 747 Cash and cash equivalents at end of period $ 112 $ 798 $ 3 $ 58 Supplemental cash flow information: Interest paid, net of amounts capitalized $ 27,885 $ 20,281 $ 3,105 $ 5,485 See accompanying notes. CRESTWOOD GAS SERVICES GP LLC CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In thousands) Member’s Equity Noncontrolling Interests Total Predecessor Balance at December 31, 2009 $ 559 $ 284,279 $ 284,838 Issuance of noncontrolling interests, net of offering costs — 11,054 11,054 Net income ~~$1,058,817~~ 1,777 26,756 28,533 Equity-based compensation — 2,001 2,001 Taxes paid for equity-based compensation vesting — (1,144 ) (1,144 ) Distributions (1,624 ) (114,478 ) (116,102 ) Balance at September 30, 2010 $ ~~97,046 $1,325,285 The~~ 712 $ 208,468 $ 209,180 Successor Balance at October 1, 2010 $ 10,789 $ 870,213 $ 881,002 Conversion of subordinated note payable — 57,736 57,736 Net income 681 1,112 1,793 Equity-based compensation — 3,521 3,521 Taxes paid for equity-based compensation vesting — (4,149 ) (4,149 ) Distributions (776 ) (13,097 ) (13,873 ) Balance at December 31, 2010 10,694 915,336 926,030 Issuance of noncontrolling interests, net of offering costs — 206,221 206,221 Contributions 8,741 — 8,741 Net income 7,729 34,422 42,151 Equity-based compensation — 916 916 Issuance of Class C units to Crestwood Gas Services 753 (753 ) — Distributions (5,868 ) (58,143 ) (64,011 ) Balance at December 31, 2011 22,049 1,097,999 1,120,048 Issuance of noncontrolling interests, net of offering costs — 217,483 217,483 Contributions 6,546 284,231 290,777 Net income 14,892 9,564 24,456 Equity-based compensation — 1,877 1,877 Taxes paid for equity-based compensation vesting — (406 ) (406 ) Issuance of Class C units to Crestwood Gas Services 2,055 (2,055 ) — Distributions (13,858 ) (89,679 ) (103,537 ) Balance at December 31, 2012 $ 31,684 $ 1,519,014 $ 1,550,698 See accompanying ~~notes are an integral part of the consolidated financial statements~~notes. ~~2005 Annual Report to Shareholders Page 9 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES~~CRESTWOOD GAS SERVICES GP LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Appears in 1 contract

Samples: Inergy L P

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the ~~Shareholders and~~ Board of Directors ~~Uwharrie Capital Corp Albemarle~~and Stockholders of Novo Integrated Sciences, ~~North Carolina~~ Inc. We have audited the accompanying consolidated balance sheets of ~~Uwharrie Capital Corp~~ Novo Integrated Sciences, Inc and Subsidiaries (collectively “the “Company”) as of ~~December~~ August 31, ~~2005 and 2004~~2018, and the related consolidated statements of ~~income,~~ operations and comprehensive ~~income~~loss, changes in ~~shareholders~~stockholders’ ~~equity~~ deficit, and cash flows for ~~each of~~ the ~~years in the three-~~year ~~period ended December 31, 2005~~then ended. ~~These financial statements are the responsibility of the~~ The Company’s ~~management~~management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the ~~audit~~ audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. We The Company is not required to have, nor were ~~not~~ we engaged to ~~perform~~ perform, an audit of ~~the Company’s~~ its internal control over financial reporting. Our ~~audit~~ audits included 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~~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 consolidated 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 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of ~~Uwharrie Capital Corp and Subsidiaries~~ Novo Integrated Sciences, Inc. as of ~~December~~ August 31, ~~2005 and 2004~~2018, and the consolidated results of their operations and their cash flows for each of the ~~years in the three-~~year ~~period ended December 31~~then ended, ~~2005~~ in conformity with accounting principles generally accepted in the United States of America. ~~Raleigh~~/s/ NVS Chartered Accountants Professional Corporation NVS Chartered Accountants Professional Corporation Markham, ~~North Carolina March 10~~Ontario November 6, ~~2006 2005 Annual Report~~ 2018 NVS CHARTERED ACCOUNTANTS PROFESSIONAL CORPORATION 100 Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0 Tel: 900.000.0000 Fax: 900.000.0000 To the Board of Directors and Stockholders of Novo Integrated Sciences, Inc. We have audited the accompanying consolidated balance sheet of Novo Integrated Sciences, Inc and Subsidiaries (collectively “the Company”) as of August 31, 2017, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit, and cash flows for the year then ended. The Company’s management is responsible for these consolidated financial statements. Our responsibility is to ~~Shareholders Page 6~~ express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of ~~58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES~~ the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included 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 consolidated 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 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Novo Integrated Sciences, Inc. as of August 31, 2017 , and the consolidated results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Denver, Colorado December 6, 2017 ax@xxxxxxxxx.xxx 400 Xxxxx Xxxxxxxx Xxxx, Xxxxx 000 Xxxx, Xxxxxx, Xxxxxxxx 00000 (B)300-000-0000 (M)700-000-0000 (F)300-000-0000 F-2 NOVO INTEGRATED SCIENCES, INC. CONSOLIDATED BALANCE SHEETS ~~December~~ As of August 31, ~~2005~~ 2018 and ~~2004 2005 2004~~ 2017 August 31, 2018 August 31, 2017 ASSETS Current Assets: Cash and ~~due from banks~~ cash equivalents $ ~~11,438,743~~ 675,705 $ ~~11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale~~1,896,572 Accounts receivable, ~~at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises~~ net 1,337,545 1,128,898 Other receivables, current portion 393,821 372,024 Prepaid expenses and other current assets 161,838 252,536 Total current assets 2,568,909 3,650,030 Property and equipment, net ~~8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098~~ 400,321 302,951 Other receivables, net of current portion 57,352 - Acquisition deposits 1,112,404 1,162,009 Goodwill ~~987,436 987,436 Other assets 4,125,663 4,649,868~~ 604,113 399,400 TOTAL ASSETS $ 4,743,099 $ 5,514,390 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current Liabilities: Accounts payable $ 1,307,599 $ 1,703,342 Accrued expenses 383,998 341,657 Accrued interest (principally to related parties) 156,121 403,119 Due to related parties 1,116,261 1,812,613 Notes payable, current portion 382,350 13,171 Total ~~assets $350,189,865 $329,261,995~~ current liabilities 3,346,329 4,273,902 Debentures, related parties 1,224,000 5,114,327 Notes payable, net of current portion - 414,351 TOTAL LIABILITIES Deposits: Demand noninterest-bearing $ 47,279,515 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments 4,570,329 9,802,580 Commitments and contingencies ~~(Note 11) SHAREHOLDERS~~- - STOCKHOLDERS’ EQUITY ~~Common~~ (DEFICIT) Novo Integrated Sciences, Inc. Convertible Preferred stock, ; $~~1.25~~ 0.001 par value~~: 20,000,000~~ ; 1,000,000 shares authorized; 0 and 0 shares issued and outstanding ~~7,138,686~~ at August 31, 2018 and ~~7,057,755 shares~~2017 Common stock; $0.001 par value; 499,000,000 shares authorized; 207,881,743 and 201,837,254 shares issued and outstanding at August 31, ~~respectively 8,923,357 8,822,194~~ 2018 and 2017 207,882 201,837 Additional paid-in capital ~~12,409,663 12,043,348 Unearned ESOP compensation~~ 10,053,683 3,381,643 Other comprehensive income 1,139,815 1,240,844 Accumulated deficit (~~914,088~~11,199,989 ) (~~964,935~~9,091,977 ) ~~Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050~~ Total ~~shareholders~~Novo Integrated Sciences, Inc. stockholders’ equity ~~27,452,776 27,155,799~~ (deficit) 201,391 (4,267,653 ) Noncontrolling interest (28,621 ) (20,537 ) Total ~~liabilities and shareholders~~stockholders’ equity ~~$350,189,865 $329,261,995~~ (deficit) 172,770 (4,288,190 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 4,743,099 $ 5,514,390 The accompanying ~~notes~~ footnotes are an integral part of ~~the~~ these consolidated financial ~~statements 2005 Annual Report to Shareholders Page 7 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES~~ statements. NOVO INTEGRATED SCIENCES, INC. CONSOLIDATED STATEMENTS OF ~~INCOME~~ OPERATIONS AND COMPREHENSIVE LOSS For the Years Ended ~~December~~ August 31, ~~2005~~2018 and 2017 Years Ended August 31, ~~2004~~ 2018 August 31, 2017 Revenues $ 8,894,464 $ 7,963,045 Cost of revenues 5,471,376 4,985,715 Gross profit 3,423,088 2,977,330 Operating expenses: Selling expenses 109,295 59,026 General and ~~2003 2005 2004 2003~~ administrative expenses 4,883,221 3,031,348 Total operating expenses 4,992,516 3,090,374 Income (loss) from operations (1,569,428 ) (113,044 ) Non operating income (expense) Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 income 16,702 34,139 Interest expense (564,467 ) (554,657 ) Total ~~interest~~ other income 19,160,599 15,905,923 14,596,892 Interest Expense Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest (expense) (547,765 ) (520,518 ) Loss before income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Noninterest Income Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Noninterest Expense Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (~~benefit~~2,117,193 ) ~~523,570~~ (~~199,500~~633,562 ) ~~531,480~~ Income tax expense - 111,702 Net ~~income~~ loss $ ~~1,516,591~~ (2,117,193 ) $ ~~253,331~~ (745,264 ) Net loss attributed to noncontrolling interest (9,181 ) (6,880 ) Net loss attributed to Novo Integrated Sciences, Inc. $ ~~1,559,819~~ (2,108,012 ) $ (738,384 ) Comprehensive loss: Net ~~income~~ loss (2,117,193 ) (745,264 ) Foreign currency translation gain (loss) (101,029 ) (36,605 ) Comprehensive loss: $ (2,218,222 ) $ (781,869 ) Weighted average common shares outstanding - basic and diluted 207,568,978 177,675,415 Net loss per common share ~~Basic~~ - basic and diluted $ ~~0.22~~ (0.01 ) $ ~~0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Weighted average shares outstanding Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338~~ (0.00 ) The accompanying ~~notes~~ footnotes are an integral part of ~~the~~ these consolidated financial statements. ~~2005 Annual Report to Shareholders Page 8 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES~~ NOVO INTEGRATED SCIENCES, INC. CONSOLIDATED ~~STATEMENTS~~ STATEMENT OF ~~COMPREHENSIVE INCOME~~ STOCKHOLDERS’ EQUITY (DEFICIT) For the Years Ended ~~December~~ August 31, ~~2005~~2018 and 2017 Total Novo Additional Other Stockholders’ Total Common Stock Paid-in Comprehensive Accumulated Equity/ Noncontrolling Equity/ Shares Amount Capital Income Deficit (Deficit) Interest (Deficit) Balance, ~~2004 and 2003 2005 2004 2003 Net Income $1,516,591~~ August 31, 2016 167,797,406 $ ~~253,331 $1,559,819 Other comprehensive income~~ 92 $ - $ 1,277,449 $ (~~loss): Unrealized gains~~ 8,353,593 ) $ (~~losses~~7,076,052 ) ~~on available~~ $ (12,668 ) $ (7,088,720 ) Common stock issued in connection with reverse merger transaction 22,751,307 190,457 (183,553 ) - - 6,904 - 6,904 Common stock issued for ~~sale securities~~ cash 11,288,541 11,288 3,375,272 - - 3,386,560 - 3,386,560 Offering costs - - (~~761,273~~62,504 ) - - (62,504 ) - (62,504 ) Fair value of vested stock options - - 252,428 - - 252,428 - 252,428 Foreign currency translation loss - - - (36,605 ) - (36,605 ) (~~251,972~~989 ) (~~204,209~~37,594 ) ~~Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized in net income 16,272~~ Net loss - - - - (~~2,373~~738,384 ) (~~128,845) Related tax effect (6,273) 915 38,113 Total other comprehensive loss (457,774~~738,384 ) (~~156,285~~6,880 ) (~~234,534~~745,264 ) ~~Comprehensive income $1,058,817~~ Balance, August 31, 2017 201,837,254 201,837 3,381,643 1,240,844 (9,091,977 ) (4,267,653 ) (20,537 ) (4,288,190 ) Common stock issued for cash 25,104 25 15,539 - - 15,564 - 15,564 Common stock issued for acquisition 384,110 384 232,771 - - 233,155 - 233,155 Common stock issued for conversion of debt 12,452,356 12,453 5,110,446 - - 5,122,899 - 5,122,899 Cancellation of common stock previously issued (6,817,081 ) (6,817 ) 6,817 - - - - - Fair value of vested stock options - - 1,274,931 - - 1,274,931 - 1,274,931 Fair value of modification of stock option terms - - 31,536 - - 31,536 - 31,536 Foreign currency translation loss - - - (101,029 ) (101,029 ) 1,097 (99,932 ) Net loss - - - - (2,108,012 ) (2,108,012 ) (9,181 ) (2,117,193 ) Balance, August 31, 2018 207,881,743 $ ~~97,046 $1,325,285~~ 207,882 $ 10,053,683 $ 1,139,815 $ (11,199,989 ) $ 201,391 $ (28,621 ) $ 172,770 The accompanying ~~notes~~ footnotes are an integral part of ~~the~~ these consolidated financial statements. ~~2005 Annual Report~~ NOVO INTEGRATED SCIENCES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended August 31, 2018 and 2017 Years Ended August 31, 2018 August 31, 2017 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (2,117,193 ) $ (745,264 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 73,447 67,776 Fair value of vested stock options 1,274,931 252,428 Expense associated with modified stock option terms 31,536 - Changes in operating assets and liabilities: Accounts receivable (263,152 ) (289,316 ) Prepaid expenses and other current assets 23,244 (84,161 ) Accounts payable (331,870 ) (412,877 ) Accrued expenses 58,328 89,937 Accrued interest 316,228 310,790 Net cash used in operating activities (934,501 ) (810,687 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of furniture and equipment (178,626 ) (38,238 ) Deposit paid for acquisition - (1,101,639 ) Amounts loaned for other receivables (38,604 ) - Cash acquired in reverse merger transaction - 12,249 Repayments of other receivables - 378,098 Net cash provided by (used in) investing activities (217,230 ) (749,530 ) CASH FLOWS FROM FINANCING ACTIVITIES: Advances (repayments) to related parties (20,141 ) (85,063 ) Proceeds from the sale of common stock 15,564 3,386,560 Offering cost paid - (62,504 ) Payments on notes payable (6,997 ) (131,454 ) Net cash used in financing activities (11,574 ) 3,107,539 Effect of exchange rate changes on cash and equivalents (57,562 ) 238,935 NET DECREASE IN CASH AND CASH EQUIVALENTS (1,220,867 ) 1,786,257 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,896,572 110,315 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 675,705 $ 1,896,572 CASH PAID FOR: Interest $ 240,366 $ 186,618 Income taxes $ - $ - SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: Note payable issued for purchase of assets $ - $ 375,450 The accompanying footnotes are an integral part of these consolidated financial statements. Note 1 - Organization and Basis of Presentation Organization and Line of Business Novo Integrated Sciences, Inc. (“Novo Integrated”) was incorporated in Delaware on November 27, 2000, under the name Turbine Truck Engines, Inc. On February 20, 2008, the Company was re-domiciled to the State of Nevada. Effective July 12, 2017, the Company’s name was changed to Novo Integrated Sciences, Inc. When used herein, the terms the “Company,” “we,” “us” and “our” refer to Novo Integrated and its consolidated subsidiaries. The Company delivers multi-disciplinary primary healthcare to over 400,000 patients annually through our 16 corporate-owned clinics and a contracted network of 88 affiliate clinics and 234 eldercare centric homes located across Canada. Our team of practitioners and staff are trained for assessment, diagnosis, treatment, pain management, rehabilitation and primary prevention. Our specialized services and products include physiotherapy, chiropractic care, occupational therapy, eldercare, laser therapeutics, massage therapy, acupuncture, chiropody, neurological functions, kinesiology, concussion management and baseline testing, women’s pelvic health, sports medicine therapy, assistive devices and private personal training. We do not provide primary care medical services, none of our employees practices primary care medicine, and our services do not require a medical or nursing license. Since inception and through May 9, 2017, our activities and business operations were limited to raising capital, organizational matters and the implementation of our business plan related to research, development, testing and commercialization of various alternative energy technologies. On April 25, 2017 (the “Effective Date”), we entered into a Share Exchange Agreement (the “Share Exchange Agreement”) by and between (i) Novo Integrated; (ii) NHL, (iii) ALMC-ASAP Holdings Inc. (“ALMC”); (iv) Mxxxxxx Xxxxxx Family Trust (the “MGFT”); (v) 1218814 Ontario Inc. (“1218814”) and (vi) Mxxxxxx Xxxxxx Physiotherapy Professional Corp. (“MGPP,” and together with ALMC, MGFT and 1218814, the “NHL Shareholders”). Pursuant to the terms of the Share Exchange Agreement, Novo Integrated agreed to acquire from the NHL Shareholders ~~Page 9~~ all of ~~58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES~~the shares of both common and preferred stock of NHL, held by the NHL Shareholders, in exchange for the issuance by Novo Integrated to the NHL Shareholders of shares of Novo Integrated’s common stock, such that following the closing of the Share Exchange Agreement, the NHL Shareholders would own 167,797,406 restricted shares Novo Integrated common stock, representing 85% of the issued and outstanding Novo Integrated common stock, calculated including all granted and issued options or warrants to acquire Novo Integrated common stock as of the Effective Date, but to exclude shares of Novo Integrated common stock that are subject to a then-current Regulation S offering that was undertaken by Novo Integrated (the “Exchange”). On May 9, 2017, the Exchange closed and, as a result, NHL became a wholly owned subsidiary of Novo Integrated. The Exchange was accounted for as a reverse acquisition under the purchase method of accounting since NHL obtained control of Novo Integrated Sciences, Inc. Accordingly, the Exchange was recorded as a recapitalization of NHL, with NHL being treated as the continuing entity. The historical financial statements presented are the financial statements of NHL. The Share Exchange Agreement was treated as a recapitalization and not as a business combination; therefore, no pro forma information is disclosed. At the closing date of the Exchange, the net assets of the legal acquirer, Novo Integrated Sciences, Inc., were $6,904. On May 9, 2017, our Board of Directors determined, in connection with the closing of the Exchange, to change our fiscal year end from December 31 to August 31 but did not memorialize such determination in writing. On July 17, 2017, the Board ratified and memorialized in writing its May 9, 2017 determination regarding the change in fiscal year end. On April 1, 2017, NHL purchased assets of Apka Health to expand our community OT services. On December 1, 2017, NHL acquired substantially all of the assets of Executive Fitness Leaders, with operations located in Oxxxxx Xxxxxxx Xxxxxx, entered into an Asset Purchase Agreement, pursuant to which NHL acquired substantially all of the assets of Executive Fitness Leaders in exchange for the issuance by Novo Integrated of 384,110 restricted shares of its common stock.

Appears in 1 contract

Samples: Share Purchase and Exchange Agreement (Novo Integrated Sciences, Inc.)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the ~~Shareholders and~~ Board of Directors ~~Uwharrie Capital Corp Albemarle~~and Shareholders VBI Vaccines Inc. Cambridge, ~~North Carolina~~ Massachusetts We have audited the accompanying consolidated balance sheets of ~~Uwharrie Capital Corp~~ VBI Vaccines Inc. and ~~Subsidiaries~~ subsidiaries (“the “Company”) as of December 31, ~~2005 and 2004~~2016, and the related consolidated statements of ~~income~~comprehensive loss, ~~comprehensive income~~stockholders’ equity, ~~changes in shareholders’ equity~~ and cash flows for ~~each of~~ the ~~years in the three-~~year ~~period ended December 31, 2005~~then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our ~~audits~~ audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. We The Company has determined that it is not required to have, nor were ~~not~~ we engaged to ~~perform~~ perform, an audit of ~~the Company’s~~ its internal control over financial reporting. Our audit included 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 consolidated financial statements, . An audit also includes 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~~ audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ~~Uwharrie Capital Corp~~ VBI Vaccines Inc. and ~~Subsidiaries~~ subsidiaries as of December 31, ~~2005 and 2004~~2016, and the results of their operations and their cash flows for ~~each of~~ the ~~years in the three-~~year ~~period ended December 31~~then ended, ~~2005~~ in conformity with accounting principles generally accepted in the United ~~States of America~~States. Raleigh, North Carolina March 10, 2006 2005 Annual Report to Shareholders Page 6 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2005 and 2004 2005 2004 ASSETS Cash and due from banks $ 11,438,743 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other assets 4,125,663 4,649,868 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits: Demand noninterest-bearing $ 47,279,515 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies (Note 11) SHAREHOLDERS’ EQUITY Common stock, $1.25 par value: 20,000,000 shares authorized; shares issued and outstanding 7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194 Additional paid-in capital 12,409,663 12,043,348 Unearned ESOP compensation (914,088) (964,935) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050 Total shareholders’ equity 27,452,776 27,155,799 Total liabilities and shareholders’ equity $350,189,865 $329,261,995 The accompanying ~~notes are an integral part of the consolidated~~ financial statements ~~2005 Annual Report~~ have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to Shareholders Page 7 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Years Ended December 31, 2005, 2004 and 2003 2005 2004 2003 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Interest Expense Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Noninterest Income Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Noninterest Expense Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (benefit) 523,570 (199,500) 531,480 Net income $ 1,516,591 $ 253,331 $ 1,559,819 Net income per common share Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Weighted average shares outstanding Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part of the ~~consolidated~~ financial statements, the Company has incurred recurring operating losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. ~~2005 Annual Report to Shareholders Page 8~~ Management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years Ended December 31, 2005, 2004 and 2003 2005 2004 2003 Net Income $1,516,591 $ 253,331 $1,559,819 Other comprehensive income (loss): Unrealized gains (losses) on available for sale securities (761,273) (251,972) (204,209) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized in net income 16,272 (2,373) (128,845) Related tax effect (6,273) 915 38,113 Total other comprehensive loss (457,774) (156,285) (234,534) Comprehensive income $1,058,817 $ 97,046 $1,325,285 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 9 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIESthis uncertainty.

Appears in 1 contract

Samples: Waiver Agreement (VBI Vaccines Inc/Bc)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the ~~Shareholders and~~ Board of Directors ~~Uwharrie Capital Corp Albemarle, North Carolina~~ of GATX Financial Corporation We have audited the accompanying consolidated balance sheets of ~~Uwharrie Capital Corp~~ GATX Financial Corporation and ~~Subsidiaries (the “Company”)~~ subsidiaries as of December 31, ~~2005~~ 2006 and ~~2004~~2005, and the related consolidated statements of income, ~~comprehensive income,~~ changes in ~~shareholders’ equity~~ shareholder's equity, cash flows, and ~~cash flows~~ comprehensive income for each of the three years in the ~~three-year~~ period ended December 31, ~~2005~~2006. These financial statements are the responsibility of the Company’s 's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included 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, . An audit also includes 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 ~~consolidated~~ financial statements referred to above present fairly, in all material respects, the consolidated financial position of ~~Uwharrie Capital Corp~~ GATX Financial Corporation and ~~Subsidiaries as of~~ subsidiaries at December 31, ~~2005~~ 2006 and ~~2004~~2005, and the consolidated results of their operations and their cash flows for each of the three years in the ~~three-year~~ period ended December 31, ~~2005~~ 2006, in conformity with ~~accounting principles~~ U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United ~~States~~ States), the effectiveness of ~~America~~GATX Financial Corporation's internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control -- Integrated Framework issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission and our report dated March 1, 2007 expressed an unqualified opinion thereon. ~~Raleigh~~/s/ Ernst & Young LLP Chicago, ~~North Carolina~~ Illinois March 101, ~~2006 2005 Annual Report to Shareholders Page 6 of 58 UWHARRIE CAPITAL CORP~~ 2007 GATX FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ~~December 31,~~ DECEMBER 31 --------------------- 2006 2005 and 2004 2005 2004 ASSETS Cash and due from banks $ 11,438,743 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other assets 4,125,663 4,649,868 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits: Demand noninterest-bearing $ 47,279,515 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies (Note 11) SHAREHOLDERS’ EQUITY Common stock, $1.25 par value: 20,000,000 shares authorized; shares issued and outstanding 7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194 Additional paid-in capital 12,409,663 12,043,348 Unearned ESOP compensation (914,088) (964,935) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050 Total shareholders’ equity 27,452,776 27,155,799 Total liabilities and shareholders’ equity $350,189,865 $329,261,995 The accompanying notes are an integral part of the consolidated financial statements 2005 Annual Report to Shareholders Page 7 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Years Ended December 31, 2005, 2004 and 2003 2005 2004 2003 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Interest Expense Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Noninterest Income Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Noninterest Expense Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (benefit) 523,570 (199,500) 531,480 Net income $ 1,516,591 $ 253,331 $ 1,559,819 Net income per common share Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Weighted average shares outstanding Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 8 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years Ended December 31, 2005, 2004 and 2003 2005 2004 2003 Net Income $1,516,591 $ 253,331 $1,559,819 Other comprehensive income (loss): Unrealized gains (losses) on available for sale securities (761,273) (251,972) (204,209) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized in net income 16,272 (2,373) (128,845) Related tax effect (6,273) 915 38,113 Total other comprehensive loss (457,774) (156,285) (234,534) Comprehensive income $1,058,817 $ 97,046 $1,325,285 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 9 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES--------- --------- IN MILLIONS

Appears in 1 contract

Samples: Supplemental Agreement

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. ~~To the Shareholders and~~ The Board of Directors ~~Uwharrie Capital Corp Albemarle, North Carolina~~ and Stockholders of Xxxx Corporation: We have audited the accompanying consolidated balance sheets of ~~Uwharrie Capital Corp~~ Xxxx Corporation and ~~Subsidiaries (the “Company”)~~ subsidiaries as of ~~December~~ July 31, ~~2005~~ 2010 and ~~2004~~2009, and the related consolidated statements of ~~income~~operations, ~~comprehensive income~~stockholders’ investment, ~~changes in shareholders’ equity~~ and cash flows for each of the three years in the ~~three-year~~ period ended ~~December~~ July 31, ~~2005~~2010. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included 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, . An audit also includes 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 ~~consolidated~~ financial statements referred to above present fairly, in all material respects, the consolidated financial position of ~~Uwharrie Capital Corp~~ Xxxx Corporation and ~~Subsidiaries as of December~~ subsidiaries at July 31, ~~2005~~ 2010 and ~~2004~~2009, and the consolidated results of their operations and their cash flows for each of the three years in the ~~three-year~~ period ended ~~December~~ July 31, ~~2005~~ 2010, in conformity with ~~accounting principles~~ U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Xxxx Corporation’s internal control over financial reporting as of July 31, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission and our report dated October 12, 2010 expressed an unqualified opinion thereon. /s/ ERNST & YOUNG LLP Dallas, Texas October 12, 2010 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders of Xxxx Corporation: We have audited Xxxx Corporation’s internal control over financial reporting as of July 31, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission (the COSO criteria). Xxxx Corporation’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United ~~States~~ States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of ~~America~~internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. ~~Raleigh~~We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, ~~North Carolina March 10~~in reasonable detail, ~~2006 2005 Annual Report~~ accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to ~~Shareholders Page 6~~ permit preparation of ~~58 UWHARRIE CAPITAL CORP~~ financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, Xxxx Corporation maintained, in all material respects, effective internal control over financial reporting as of July 31, 2010, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Xxxx Corporation and subsidiaries as of July 31, 2010 and 2009, and the related consolidated statements of operation, stockholders’ investment, and cash flows for each of the three years in the period ended July 31, 2010 of Xxxx Corporation and our report dated October 12, 2010 expressed an unqualified opinion thereon. /s/ ERNST & YOUNG LLP Dallas, Texas October 12, 2010 XXXX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) Year Ended July 31, 2010 2009 2008 Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,616,305 $1,779,744 $2,138,041 Cost and expenses: Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 802,172 948,572 1,089,553 Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . 846,205 934,249 991,772 Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . 50,005 58,947 60,244 Other charges (gains) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,370 46,940 (10,700) Operating (loss) earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (115,447) (208,964) 7,172 Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,657 10,399 12,364 Other gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,564) — (3,500) Loss before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (124,540) (219,363) (1,692) Income tax (benefit) expense . . . . . . . . . . . . . . . . . . . . . . . . . . (28,750) (53,015) 4,761 Loss from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . (95,790) (166,348) (6,453) Earnings (loss) from discontinued operations, net of taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,118 (23,155) 7,084 Net (loss) earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (93,672) $ (189,503) $ 631 Basic net (loss) earnings per common share: Loss from continuing operations . . . . . . . . . . . . . . . . . . . . . . $ (2.99) $ (5.21) $ (0.15) Earnings (loss) from discontinued operations . . . . . . . . . . . . . 0.07 (0.73) 0.16 Net (loss) earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . $ (2.92) $ (5.94) $ 0.01 Diluted net (loss) earnings per common share: Loss from continuing operations . . . . . . . . . . . . . . . . . . . . . . $ (2.99) $ (5.21) $ (0.15) Earnings (loss) from discontinued operations . . . . . . . . . . . . . 0.07 (0.73) 0.16 Net (loss) earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . $ (2.92) $ (5.94) $ 0.01 Weighted average number of common shares outstanding: Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,062 31,899 42,361 Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,062 31,899 42,476 See notes to consolidated financial statements. XXXX CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ~~December~~ (in thousands, except per share amounts) July 31, ~~2005 and 2004 2005 2004~~ 2010 July 31, 2009 ASSETS Current Assets: Cash and ~~due from banks~~ cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ ~~11,438,743~~ 26,235 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises 24,987 Merchandise inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703,115 740,257 Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41,964 51,973 Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 771,314 817,217 Property and equipment, net ~~8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098~~ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173,359 238,138 Goodwill ~~987,436 987,436~~ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98,388 94,605 Other assets ~~4,125,663 4,649,868~~ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,668 29,480 Deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64,652 51,532 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $~~350,189,865~~ 1,160,381 $~~329,261,995~~ 1,230,972 LIABILITIES ~~Deposits~~AND STOCKHOLDERS’ INVESTMENT Current Liabilities: ~~Demand noninterest-bearing~~ Accounts payable and accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . $ ~~47,279,515~~ 317,922 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short309,949 Deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59,136 46,383 Current portion of long-term ~~borrowed funds 7,903,628 11,062,392~~ debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,250 — Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 388,308 356,332 Long-term ~~debt 39,103,025 42,734,057 Interest payable 368,850 301,930~~ debt, less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 284,684 310,500 Other liabilities ~~1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments~~ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 179,369 190,347 Commitments and contingencies ~~(Note 11) SHAREHOLDERS~~Stockholders’ ~~EQUITY~~ Investment: Common stock, par value $~~1.25 par value: 20,000,000~~ 0.01, 150,000 shares authorized; 54,732 shares ~~issued~~ issued; 32,107 and 31,969 shares outstanding ~~7,138,686~~ at July 31, 2010 and ~~7,057,755 shares~~2009, respectively ~~8,923,357 8,822,194~~ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 488 488 Additional paid-in capital ~~12,409,663 12,043,348 Unearned ESOP compensation (914,088) (964,935) Undivided profits 6,705,568 6,469,142~~ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160,645 147,348 Accumulated other comprehensive income ~~328,276 786,050~~ . . . . . . . . . . . . . . . . . . . . . . . . 48,440 37,307 Accumulated earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 564,010 657,682 Treasury stock, at cost, 22,625 and 22,763 shares at July 31, 2010 and 2009, 773,583 842,825 respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (465,563) (469,032) Total ~~shareholders~~stockholders’ ~~equity 27,452,776 27,155,799~~ investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 308,020 373,793 Total liabilities and ~~shareholders~~stockholders’ ~~equity~~ investment . . . . . . . . . . . . . . . . . . . $~~350,189,865~~ 1,160,381 $~~329,261,995 The accompanying~~ 1,230,972 See notes ~~are an integral part of the~~ to consolidated financial ~~statements 2005 Annual Report to Shareholders Page 7 of 58 UWHARRIE CAPITAL CORP~~ statements. XXXX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF ~~INCOME Years~~ CASH FLOWS (in thousands) Year Ended ~~December~~ July 31, ~~2005, 2004~~ 2010 2009 2008 Cash Flows From Operating Activities: Net (loss) earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (93,672) $ (189,503) $ 631 Adjustments to reconcile net (loss) earnings to net cash provided by operating activities: Depreciation and ~~2003 2005 2004 2003 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities~~amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,005 58,947 60,244 Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 (61,014) (14,573) Loss on retirements of property and equipment . . . . . . . . . . . . . . . . 1,005 2,663 3,477 Impairment of property and equipment . . . . . . . . . . . . . . . . . . . . . 29,944 23,786 1,902 Amortization of debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . 3,380 684 683 Gain on warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,315) — — Goodwill impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 5,020 — Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,865 5,713 4,406 Change in vacation policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (12,609) (Earnings) loss from discontinued operations . . . . . . . . . . . . . . . . . . (2,118) 23,155 (7,084) Conversion of paid in kind interest to Senior Secured Term Loan . . . . 1,703 — — Changes in assets and liabilities: ~~US Treasury 97,997 101,947 50,104 US Government agencies~~ Merchandise inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,374 53,184 71,137 Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,103 53,759 (1,298) Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,071 2,807 2,505 Accounts payable and ~~corporations 537,184 438,589 412,570 State~~ accrued liabilities . . . . . . . . . . . . . . . . . . . . . 24,226 1,583 (34,496) Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12,288) 21,911 59,623 Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . 52,322 2,695 134,548 Cash Flows From Investing Activities: Payments for property and ~~political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest~~equipment . . . . . . . . . . . . . . . . . . . . . . (14,650) (28,357) (85,137) Purchase of available-~~earning deposits with banks~~ for-sale investments . . . . . . . . . . . . . . . . . . . . (2,959) (22,721) (10,448) Proceeds from sales of available-for-sale investments . . . . . . . . . . . . 2,409 25,779 8,251 Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . (15,200) (25,299) (87,334) Cash Flows From Financing Activities: Borrowings under revolving credit agreement . . . . . . . . . . . . . . . . . 4,465,100 5,107,150 3,630,800 Payments on revolving credit agreement . . . . . . . . . . . . . . . . . . . . . (4,610,600) (5,122,955) (3,531,801) Proceeds from Senior Secured Term Loan . . . . . . . . . . . . . . . . . . . . 150,000 — — Debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (25,523) — — Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . . . . — 6,211 1,992 Excess tax benefit on stock options exercised . . . . . . . . . . . . . . . . . . — 158 53 Purchase of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (326,694) Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . (21,023) (9,436) (225,650) Cash Flows From Discontinued Operations: Net cash used in operating activities of discontinued operations . . . . . . (15,395) — (21,593) Net cash provided by investing activities of discontinued operations . . . . — — 225,052 Net cash (used in) provided by discontinued operations . . . . . . . . . . . . (15,395) — 203,459 Effect of exchange rate changes on cash . . . . . . . . . . . . . . . . . . . . . . 544 (4,315) 161 Net change in cash and ~~federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Interest Expense Time deposits, $100,000~~ cash equivalents . . . . . . . . . . . . . . . . . . . . . . 1,248 (36,355) 25,184 Cash and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Noninterest Income Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees cash equivalents at beginning of period . . . . . . . . . . . . . . . . 24,987 61,342 36,158 Cash and ~~commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale~~ cash equivalents at end of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Noninterest Expense Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (benefit) 523,570 (199,500) 531,480 Net income period . . . . . . . . . . . . . . . . . . . . $ ~~1,516,591~~ 26,235 $ ~~253,331~~ 24,987 $ 1,559,819 Net income per common share Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Weighted average shares outstanding Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying 61,342 See notes ~~are an integral part of the~~ to consolidated financial statements. ~~2005 Annual Report to Shareholders Page 8 of 58 UWHARRIE CAPITAL CORP~~ XXXX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE INCOME Years Ended December 31, 2005, 2004 and 2003 2005 2004 2003 Net Income $1,516,591 $ 253,331 $1,559,819 Other comprehensive income~~ STOCKHOLDERS’ INVESTMENT (~~loss): Unrealized gains (losses~~in thousands) on available for sale securities (761,273) (251,972) (204,209) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized in net income 16,272 (2,373) (128,845) Related tax effect (6,273) 915 38,113 Total other comprehensive loss (457,774) (156,285) (234,534) Comprehensive income $1,058,817 $ 97,046 $1,325,285 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 9 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIESCommon Stock Accumulated Additional Other

Appears in 1 contract

Samples: Intercreditor Agreement

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the ~~Shareholders~~ Directors and ~~Board of Directors Uwharrie Capital Corp Albemarle, North Carolina~~ Stockholders Sky Harvest Windpower Corporation (A Development Stage Company) We have audited the accompanying ~~consolidated~~ balance sheets of ~~Uwharrie Capital Corp and Subsidiaries~~ Sky Harvest Windpower Corporation (~~the “~~A Development Stage Company”) as of ~~December~~ May 31, ~~2005~~ 2008 and ~~2004~~2007, and the related ~~consolidated~~ statements of ~~income~~operations, ~~comprehensive income, changes in shareholders’ equity and~~ cash flows and stockholders' equity for ~~each of~~ the years in then ended and accumulated for the ~~three-year~~ period ~~ended December~~ from September 21, 2005 (Date of Inception) to May 31, ~~2005~~2008. These financial statements are the responsibility of the Company’s 's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included 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, . An audit also includes 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 ~~consolidated~~ financial statements referred to above present fairly, in all material respects, the financial position of ~~Uwharrie Capital Corp and Subsidiaries~~ Sky Harvest Windpower Corporation (A Development Stage Company) as of ~~December~~ May 31, ~~2005~~ 2008 and ~~2004~~2007, and the results of ~~their~~ its operations and ~~their~~ its cash flows for ~~each of~~ the years in then ended and accumulated for the ~~three-year~~ period ~~ended December~~ September 21, 2005 (Date of Inception) to May 31, ~~2005~~ 2008 in conformity with accounting principles generally accepted in the United ~~States~~ States. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has never generated any revenue and has incurred operating losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of ~~America~~this uncertainty. ~~Raleigh~~/s/ XXXXXXX XXXXXXX LLP Chartered Accountants Vancouver, ~~North Carolina March 10~~Canada April 6, ~~2006 2005 Annual Report to Shareholders Page 6 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December~~ 2009 Sky Harvest Windpower Corporation (A Development Stage Company) Balance Sheets (Expressed in Canadian Dollars) May 31, ~~2005 and 2004 2005 2004~~ May 31, 2008 2007 $ $ ASSETS Current Assets Cash and ~~due~~ cash equivalents 136,209 463,006 Amounts receivable 1,059 8,152 Due from banks $ 11,438,743 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses related party (~~4,482,304~~Note 6) ~~(4,982,891) Net loans 271,713,571 258,755,381 Premises~~ 2,500 – Prepaid expenses 14,662 14,663 Total Current Assets 154,430 485,821 Property and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other assets 4,125,663 4,649,868 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits: Demand noninterest-bearing $ 47,279,515 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies (Note 114) ~~SHAREHOLDERS~~61,979 28,761 Intangible assets, net (Note 5) 1,516 2,372 Total Assets 217,925 516,954 LIABILITIES AND STOCKHOLDERS’ EQUITY ~~Common stock~~Liabilities Accounts payable 8,375 91,827 Accrued liabilities – 525 Due to related party (Note 6) 736 4,195 Total Liabilities 9,111 96,547 Contingencies (Note 1) Stockholders’ Equity Preferred Stock: (Note 7) Authorized: unlimited Class E redeemable, ~~$1.25 par value: 20,000,000 shares authorized; shares issued and outstanding 7,138,686 and 7,057,755~~ retractable shares, ~~respectively 8,923,357 8,822,194 Additional paid~~no par value Issued and outstanding: None – – Common Stock: (Note 7) Authorized: unlimited Class A, voting shares, no par value Issued and outstanding: 11,560,344 shares 1,697,034 1,697,034 Authorized: unlimited Class B, voting shares, no par value Issued and outstanding: None – – Authorized: unlimited Class C, non-~~in capital 12,409,663 12,043,348 Unearned ESOP compensation~~ voting shares, no par value Issued and outstanding: None – – Authorized: unlimited Class D, non-voting shares, no par value Issued and outstanding: None – – Share Subscription Receivable (~~914,088~~2,500 ) (~~964,935~~2,500 ) ~~Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050~~ Deficit accumulated during the development stage (1,485,720 ) (1,274,127 ) Total ~~shareholders~~Stockholders’ ~~equity 27,452,776 27,155,799~~ Equity 208,814 420,407 Total ~~liabilities~~ Liabilities and ~~shareholders~~Stockholders’ ~~equity $350,189,865 $329,261,995~~ Equity 217,925 516,954 Approved on behalf of the Board of Directors: /s/ “Xxxxx Xxxxxxxx” /s/ “Xxxxxxx Xxx” Xxxxx Xxxxxxxx, Director Xxxxxxx Xxx, Director (The accompanying notes are an integral part of these financial statements) Sky Harvest Windpower Corporation (A Development Stage Company) Statements of Operations (Expressed in Canadian Dollars) Accumulated from September 21, 2005 For the ~~consolidated financial statements 2005 Annual Report~~ Year For the Year (Date of Inception) Ended Ended to ~~Shareholders Page 7 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Years Ended December~~ May 31, ~~2005~~May 31, ~~2004~~ May 31, 2008 2008 2007 $ $ $ Expenses Management fees (Note 6(a)) 1,102,127 76,077 96,050 Development and ~~2003 2005 2004 2003~~ engineering 178,448 34,628 132,089 General and administrative 223,101 109,025 81,523 Operating loss (1,503,676 ) (219,730 ) (309,662 ) Other Income Foreign exchange gain 1,312 1,312 - Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Interest Expense Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 16,644 6,825 9,820 Net ~~interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000~~ loss (1,485,720 ) (211,593 ) (299,842 ) Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Noninterest Income Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Noninterest Expense Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (benefit) 523,570 (199,500) 531,480 Net income $ 1,516,591 $ 253,331 $ 1,559,819 Net income loss per common share ~~Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $~~ – basic and diluted (0.02 ) (0.03 ~~$ 0.21~~ ) Weighted average number of common shares outstanding ~~Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338~~ 11,560,344 10,911,604 (The accompanying notes are an integral part of ~~the consolidated~~ these financial statements. ) Sky Harvest Windpower Corporation (A Development Stage Company) Statements of Cash Flows (Expressed in Canadian Dollars) Accumulated from September 21, 2005 ~~Annual Report~~ For the Year For the Year (Date of Inception) Ended Ended to ~~Shareholders Page 8 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years Ended December~~ May 31, ~~2005~~May 31, ~~2004 and 2003 2005 2004 2003~~ May 31, 2008 2008 2007 $ $ $ Operating activities Net ~~Income $1,516,591 $ 253,331 $1,559,819 Other comprehensive income~~ loss for the period (~~loss): Unrealized gains (losses) on available for sale securities (761,273~~1,485,720 ) (~~251,972~~211,593 ) (~~204,209~~299,842 ) ~~Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains~~Adjustment to reconcile net loss to net cash used in operating activities: Depreciation 4,707 2,688 1,642 Shares issued for services 900,000 – – Changes in operating assets and liabilities: Amounts receivable (1,058 ) ~~recognized in net income 16,272~~ 7,094 (~~2,373~~8,152 ) Prepaid expenses (14,663 ) - (9,663 ) Accounts payable and accrued liabilities 8,375 (83,977 ) 76,972 Due to related parties (1,764 ) (~~128,845~~5,959 ) ~~Related tax effect~~ 8,933 Net cash flows used in operating activities (~~6,273) 915 38,113 Total other comprehensive loss (457,774~~590,123 ) (~~156,285~~291,747 ) (~~234,534~~230,110 ) ~~Comprehensive income $1,058,817 $ 97,046 $1,325,285~~ Investing activities Purchase of equipment (68,202 ) (35,050 ) (5,255 ) Net cash flows used in investing activities (68,202 ) (35,050 ) (5,255 ) Financing activities Share subscription receivable (2,500 ) – (2,500 ) Proceeds from issuance of common stock 797,034 – 690,000 Net cash flows provided by financing activities 794,534 – 687,500 Increase (decrease) in cash and cash equivalents 136,209 (326,797 ) 452,135 Cash and cash equivalents – beginning of period – 463,006 10,871 Cash and cash equivalents – end of period 136,209 136,209 463,006 Non cash financing activities Issuance of common shares as finders fees 55,000 – 55,000 Supplementary disclosures Interest paid – – – Income taxes paid – – – (The accompanying notes are an integral part of ~~the consolidated~~ these financial statements. ) Sky Harvest Windpower Corporation (A Development Stage Company) Statement of Stockholders’ Equity (Expressed in Canadian Dollars) Deficit Accumulated During the Common Development Shares Amount Stage Total # $ $ $ Balance – September 21, 2005 ~~Annual Report~~ (Date of Inception) – – – – Class A shares issued to ~~Shareholders Page 9~~ founders for services at $0.10 per share 9,000,000 900,000 – 900,000 Class A shares issued for cash at $0.10 per share 1,070,344 107,034 – 107,034 Net loss for the period – – (974,284 ) (974,284 ) Balance – May, 31 2006 10,070,344 1,007,034 (974,284 ) 32,750 Class A shares issued for cash at $0.50 per share 1,380,000 690,000 – 690,000 Class A shares issued for finders’ fee 110,000 55,000 – 55,000 Share issuance costs – (55,000 ) – (55,000 ) Share subscription receivable (2,500 ) (2,500 ) Net loss – – (299,843 ) (299,843 ) Balance – May 31, 2007 11,560,344 1,694,534 (1,274,127 ) 420,407 Net loss – – (211,593 ) (211,593 ) Balance – May 31, 2008 11,560,344 1,694,534 (1,485,720 ) 208,814 (The accompanying notes are an integral part of ~~58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES~~these financial statements) Sky Harvest Windpower Corp. (A Development Stage Company) Notes to the Financial Statements (Expressed in Canadian Dollars)

Appears in 1 contract

Samples: Share Exchange Agreement (Keewatin Windpower Corp.)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the ~~Shareholders and~~ Board of Directors ~~Uwharrie Capital Corp Albemarle~~and Shareholders VBI Vaccines Inc. Cambridge, ~~North Carolina~~ Massachusetts We have audited the accompanying consolidated balance sheets of ~~Uwharrie Capital Corp~~ VBI Vaccines Inc. and ~~Subsidiaries~~ subsidiaries ("the “Company”") as of December 31, ~~2005~~ and ~~2004~~2014, and the related consolidated statements of ~~income~~comprehensive loss, ~~comprehensive income~~stockholders' equity, ~~changes in shareholders’ equity~~ and cash flows for ~~each of~~ the years ~~in the three-year period ended December 31, 2005~~then ended. These consolidated financial statements are the responsibility of the Company’s 's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our ~~audits~~ audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. We The Company has determined that it is not required to have, nor were ~~not~~ we engaged to ~~perform~~ perform, an audit of ~~the Company’s~~ its internal control over financial reporting. Our audit included 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 '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 consolidated financial statements, . An audit also includes 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~~ audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ~~Uwharrie Capital Corp~~ VBI Vaccines Inc. and ~~Subsidiaries~~ subsidiaries as of December 31, ~~2005~~ 2015 and ~~2004~~2014, and the results of their operations and their cash flows for ~~each of~~ the years ~~in the three-year period ended December 31~~then ended, ~~2005~~ in conformity with accounting principles generally accepted in the United ~~States of America~~States. Raleigh, North Carolina March 10, 2006 2005 Annual Report to Shareholders Page 6 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2005 and 2004 2005 2004 ASSETS Cash and due from banks $ 11,438,743 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other assets 4,125,663 4,649,868 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits: Demand noninterest-bearing $ 47,279,515 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies (Note 11) SHAREHOLDERS’ EQUITY Common stock, $1.25 par value: 20,000,000 shares authorized; shares issued and outstanding 7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194 Additional paid-in capital 12,409,663 12,043,348 Unearned ESOP compensation (914,088) (964,935) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050 Total shareholders’ equity 27,452,776 27,155,799 Total liabilities and shareholders’ equity $350,189,865 $329,261,995 The accompanying ~~notes are an integral part of the consolidated~~ financial statements ~~2005 Annual Report~~ have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to Shareholders Page 7 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Years Ended December 31, 2005, 2004 and 2003 2005 2004 2003 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Interest Expense Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Noninterest Income Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Noninterest Expense Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (benefit) 523,570 (199,500) 531,480 Net income $ 1,516,591 $ 253,331 $ 1,559,819 Net income per common share Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Weighted average shares outstanding Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part of the ~~consolidated~~ financial statements, the Company has incurred recurring operating losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. ~~2005 Annual Report to Shareholders Page 8~~ Management's plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years Ended December 31, 2005, 2004 and 2003 2005 2004 2003 Net Income $1,516,591 $ 253,331 $1,559,819 Other comprehensive income (loss): Unrealized gains (losses) on available for sale securities (761,273) (251,972) (204,209) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized in net income 16,272 (2,373) (128,845) Related tax effect (6,273) 915 38,113 Total other comprehensive loss (457,774) (156,285) (234,534) Comprehensive income $1,058,817 $ 97,046 $1,325,285 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 9 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIESthis uncertainty.

Appears in 1 contract

Samples: Waiver Agreement (Vbi Vaccines Inc.)

Appears in 1 contract

Samples: Asset Purchase Agreement (AuraSound, Inc.)

Appears in 1 contract

Samples: Call Option Agreement (Northwest Passage Ventures LTD)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the ~~Shareholders~~ Stockholders and Board of Directors ~~Uwharrie Capital Corp Albemarle~~of LookSmart Group, ~~North Carolina~~ Inc. We have audited the accompanying consolidated balance sheets of ~~Uwharrie Capital Corp and Subsidiaries~~ LookSmart Group, Inc. (the “"Company”") as of December 31, ~~2005~~ 2014 and ~~2004~~2013, and the related consolidated statements of ~~income~~operations, comprehensive ~~income~~loss, ~~changes in shareholders’ equity~~ stockholders' equity, and cash flows for ~~each of~~ the years ~~in the three-year period ended December 31, 2005~~then ended. These consolidated financial statements are the responsibility of the Company’s 's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. We The Company is not required to have, nor were ~~not~~ we engaged to ~~perform~~ perform, an audit of ~~the Company’s~~ its internal control over financial reporting. Our audit included 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 consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of ~~Uwharrie Capital Corp and Subsidiaries~~ LookSmart Group, Inc. as of December 31, ~~2005~~ 2014 and ~~2004~~2013, and the consolidated results of ~~their~~ its operations and ~~their~~ its cash flows for ~~each of~~ the years ~~in the three-year period~~ then ended ~~December 31, 2005~~ in conformity with accounting principles generally accepted in the United States of America. ~~Raleigh~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 15, ~~North Carolina March 10~~the Company has recurring losses, ~~2006 2005 Annual Report~~ has negative working capital and cash in operating activities, which raise substantial doubt about its ability to ~~Shareholders Page 6~~ continue as a going concern. Management’s plans in regard to this matter are also discussed in Note 15. The financial statements do not include any adjustments that might result from the outcome of ~~58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES~~ this uncertainty. /s/ Axxxxx Xxxx & Co. LLP New York, New York May 4, 2015 LOOKSMART GROUP, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except par value) December 31, ~~2005 and 2004 2005 2004~~ 2014 2013 ASSETS Current assets: Cash and ~~due from banks~~ cash equivalents $ ~~11,438,743~~ 305 $ ~~11,449,899 Interest~~2,789 Short-~~earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale~~term investments 129 3,102 Total cash, ~~at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises~~ cash equivalents and short-term investments 434 5,891 Trade accounts receivable, net 255 606 Prepaid expenses and other current assets 602 1,077 Total current assets 1,291 7,574 Long-term investments - 154 Property and equipment, net ~~8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436~~ 3,403 3,831 Other ~~assets 4,125,663 4,649,868~~ assets, net 62 87 Total assets ~~$350,189,865 $329,261,995~~ $ 4,756 $ 11,646 LIABILITIES ~~Deposits~~& STOCKHOLDERS' EQUITY Current liabilities: ~~Demand noninterest-bearing~~ Trade accounts payable $ ~~47,279,515~~ 901 $ ~~36,866,146 Interest checking~~ 739 Accrued liabilities 398 444 Deferred revenue and ~~money market accounts 83,679,745 80,393,133 Savings~~ customer deposits ~~36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046~~ 1,018 1,002 Total ~~deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392~~ current liabilities 2,317 2,185 Long-term ~~debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057~~ portion of deferred rent 22 186 Total liabilities ~~322,737,089 302,106,196 Off balance sheet items, commitments~~ 2,339 2,371 Commitment and contingencies ~~(Note 11) SHAREHOLDERS’ EQUITY~~ - - Stockholders' equity: Convertible preferred stock, $0.001 par value; Authorized: 5,000 shares; Issued and Outstanding: none at December 31 , 2014 and 2013, respectively - - Common stock, $~~1.25~~ 0.003 par value; Authorized: ~~20,000,000~~ 80,000 shares; Issued and Outstanding: 5,769 shares ~~authorized; shares issued~~ at both December 31, 2014 and ~~outstanding 7,138,686 and 7,057,755 shares~~2013, respectively ~~8,923,357 8,822,194~~ 17 17 Additional paid-in capital ~~12,409,663 12,043,348 Unearned ESOP compensation (914,088) (964,935) Undivided profits 6,705,568 6,469,142~~ 262,508 262,502 Accumulated other comprehensive ~~income 328,276 786,050~~ loss (424 ) (154 ) Accumulated deficit (259,435 ) (253,016 ) Treasury stock at cost: 130 shares and 32 shares at December 31, 2014 and 2013, respectively (249 ) (74 ) Total ~~shareholders’~~ stockholders' equity ~~27,452,776 27,155,799~~ 2,417 9,275 Total liabilities and ~~shareholders’~~ stockholders' equity ~~$350,189,865 $329,261,995~~ $ 4,756 $ 11,646 The accompanying notes are an integral part of ~~the consolidated financial statements 2005 Annual Report to Shareholders Page 7 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES~~ these Consolidated Financial Statements. LOOKSMART GROUP, INC. CONSOLIDATED STATEMENTS OF ~~INCOME Years~~ OPERATIONS (In thousands, except per share data) Year Ended December 31, ~~2005~~2014 2013 Revenue $ 4,702 $ 6,679 Cost of revenue 2,441 4,474 Gross profit 2,261 2,205 Operating expenses: Sales and marketing 1,690 1,082 Product development and technical operations 4,561 3,557 General and administrative 2,561 3,052 Restructuring charge 30 40 Total operating expenses 8,842 7,731 Loss from operations (6,581 ) (5,526 ) Non-operating income (expense), ~~2004 and 2003 2005 2004 2003~~ net Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income ~~19,160,599 15,905,923 14,596,892~~ 81 198 Interest Expense Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Noninterest Income Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss(14 ) ~~on sale of securities~~ (~~16,272~~9 ) ~~2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433~~ Other income ~~378,220 560,961 558,412 Total noninterest~~ (expense), net 95 (12 ) Loss from operations before income 4,351,101 4,270,524 5,159,582 Noninterest Expense Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (~~benefit~~6,419 ) ~~523,570~~ (~~199,500~~5,349 ) ~~531,480~~ Income tax expense - (7 ) Net ~~income~~ loss $ ~~1,516,591~~ (6,419 ) $ ~~253,331 $ 1,559,819~~ (5,356 ) Net ~~income~~ loss per ~~common~~ share - Basic ~~$ 0.22 $ 0.04 $ 0.22~~ and Diluted $ ~~0.21~~ (1.12 ) $ ~~0.03 $ 0.21~~ (0.93 ) Weighted average shares outstanding ~~Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338~~ used in computing basic and diluted net loss per share 5,709 5,756 The accompanying notes are an integral part of ~~the consolidated financial statements~~these Consolidated Financial Statements. ~~2005 Annual Report to Shareholders Page 8 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES~~ LOOKSMART GROUP, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~INCOME Years~~ LOSS (In thousands) Year Ended December 31, ~~2005, 2004 and 2003 2005 2004 2003~~ 2014 2013 Net ~~Income $1,516,591~~ loss $ ~~253,331 $1,559,819~~ (6,419 ) $ (5,356 ) Other comprehensive income (loss): ~~Unrealized gains~~ Foreign currency translation adjustments (~~losses) on available for sale securities (761,273~~177 ) (~~251,972~~108 ) Unrealized loss on investments (~~204,209~~93 ) ~~Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized~~ - Change in ~~net income 16,272 (2,373) (128,845) Related tax effect (6,273) 915 38,113 Total~~ accumulated other comprehensive loss (~~457,774~~270 ) (~~156,285) (234,534~~108 ) Comprehensive ~~income $1,058,817~~ loss $ ~~97,046 $1,325,285~~ (6,689 ) $ (5,464 ) The accompanying notes are an integral part of ~~the consolidated financial statements~~these Consolidated Financial Statements. ~~2005 Annual Report~~ LOOKSMART GROUP, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands) Accumulated Additional Other Total Common Stock Paid-in Comprehensive Accumulated Treasury Stock Stockholder’s Shares Amount Capital Gain (Loss) Deficit Shares Amount Equity Balance at December 31, 2012 5,768 $ 17 $ 262,463 $ (46 ) $ (247,660 ) (19 ) $ (48 ) $ 14,726 Common stock issued for employee stock purchase plan 1 - 1 - - - - 1 Stock-based compensation - - 38 - - - - 38 Treasury stock at cost - - - - - (13 ) (26 ) (26 ) Changes in accumulated other comprehensive loss - - - (108 ) - - - (108 ) Net loss - - - - (5,356 ) - - (5,356 ) Balance at December 31, 2013 5,769 $ 17 $ 262,502 $ (154 ) $ (253,016 ) (32 ) $ (74 ) $ 9,275 Stock-based compensation - - 6 - - - - 6 Treasury stock at cost - - - - - (98 ) (175 ) (175 ) Changes in accumulated other comprehensive loss - - - (270 ) - - - (270 ) Net loss - - - - (6,419 ) - - (6,419 ) Balance at December 31, 2014 5,769 $ 17 $ 262,508 $ (424 ) $ (259,435 ) (130 ) $ (249 ) $ 2,417 The accompanying notes are an integral part of these Consolidated Financial Statements. LOOKSMART GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2014 2013 Cash flows from operating activities: Net loss $ (6,419 ) $ (5,356 ) Adjustment to ~~Shareholders Page~~ reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,316 500 Provision for doubtful accounts 55 (20 ) Share-based compensation 6 38 Other non-cash charges 210 42 Deferred rent (164 ) 9 Deferred lease incentive 77 77 Restructuring charge 30 40 Changes in operating assets and liabilities: Trade accounts receivable 296 1,469 Prepaid expenses and other current assets 423 (667 ) Trade accounts payable 132 (688 ) Accrued liabilities (37 ) (874 ) Deferred revenue and customer deposits 16 (145 ) Net cash used in operating activities (4,059 ) (5,575 ) Cash flows from investing activities: Purchase of ~~58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES~~investments (76 ) (7,928 ) Proceeds from sale of investments 3,202 14,136 Payments for property and equipment (1,026 ) (3,953 ) Net cash provided by investing activities 2,100 2,255 Cash flows from financing activities: Principal payments of capital lease obligations (173 ) (110 ) Proceeds from issuance of common stock - 1 Payments for repurchase of common stock (175 ) (26 ) Net cash used in financing activities (348 ) (135 ) Effect of exchange rate changes on cash and cash equivalents (177 ) (108 ) Decrease in cash and cash equivalents (2,484 ) (3,563 ) Cash and cash equivalents, beginning of period 2,789 6,352 Cash and cash equivalents, end of period $ 305 $ 2,789 Supplemental disclosure of cash flow information: Interest paid $ 14 $ 9 Income taxes paid $ - $ 7 Supplemental disclosure of noncash activities: Assets acquired through capital lease obligations $ 164 $ - Change in unrealized gain (loss) on investments $ (93 ) $ - The accompanying notes are an integral part of these Consolidated Financial Statements. LOOKSMART GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Appears in 1 contract

Samples: LookSmart Group, Inc.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. ~~To the Shareholders and~~ The Board of Directors ~~Uwharrie Capital Corp Albemarle~~and Shareholders Invision Capital, ~~North Carolina~~ Inc.: We have audited the accompanying ~~consolidated~~ balance ~~sheets~~ sheet of ~~Uwharrie Capital Corp and Subsidiaries (the “Company”)~~ Invision Capital, Inc. as of ~~December~~ July 31, 2005, and the related statements of operations, changes in shareholders’ deficit, and cash flows for the years ended July 31, 2005 and 2004, and ~~the related consolidated statements of income~~from January 24, ~~comprehensive income, changes in shareholders’ equity and cash flows for each of the years in the three-year period ended December~~ 2003 (inception) through July 31, 2005. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the ~~audit~~ audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included 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, . An audit also includes 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 ~~consolidated~~ financial statements referred to above present fairly, in all material respects, the financial position of ~~Uwharrie Capital Corp and Subsidiaries~~ Invision Capital, Inc. as of ~~December~~ July 31, 2005, and the results of its operations and its cash flows for the years ended July 31, 2005 and 2004, and ~~the results of their operations and their cash flows for each of the years in the three-year period ended December~~ from January 24, 2003 (inception) through July 31, 2005 in conformity with accounting principles generally accepted in the United States of America. ~~Raleigh~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, ~~North Carolina March 10~~the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. Management’s plan in regard to this matter is also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Xxxxxxxxx and Xxxxxx, ~~2006~~ LLP Denver, Colorado September 30, 2005 ~~Annual Report to Shareholders Page 6 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December~~ INVISION CAPITAL, INC. (An Exploration Stage Company) Balance Sheet (Presented in U.S. Dollars) July 31, 2005 Assets Current assets: Cash $ 2,468 Liabilities and ~~2004 2005 2004 ASSETS Cash and due from banks~~ Shareholders’ Deficit Current liabilities: Accrued liabilities $ 11,438,743 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other assets 4,125,663 4,649,868 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits: Demand noninterest-bearing $ 47,279,515 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies 3,000 Indebtedness to related party (Note 112) ~~SHAREHOLDERS~~3,225 Total current liabilities 6,225 Shareholders’ ~~EQUITY~~ deficit (Notes 2 and 4): Common stock, $~~1.25~~ .001 par value~~: 20,000,000~~ ; 200,000,000 shares authorized; , 10,398,400 shares issued and outstanding ~~7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194~~ 10,399 Additional paid-in capital ~~12,409,663 12,043,348 Unearned ESOP compensation~~ 62,911 Accumulated deficit (~~914,088~~77,281 ) ~~(964,935) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050~~ Cumulative translation adjustment 214 Total shareholders’ ~~equity 27,452,776 27,155,799 Total liabilities and shareholders’ equity $350,189,865 $329,261,995 The~~ deficit (3,757 ) $ 2,468 See accompanying notes ~~are an integral part of the consolidated~~ to financial statements ~~2005 Annual Report to Shareholders Page 7~~ F-3 INVISION CAPITAL, INC. (An Exploration Stage Company) Statements of ~~58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Years~~ Operations (Presented in U.S. Dollars) January 24, 2003 (Inception) For The Year Ended ~~December~~ Through July 31, ~~2005~~July 31, 2005 2004 2005 Expenses: Contributed rent (Note 2) $ 1,200 $ 1,200 $ 3,000 Contributed administrative support (Note 2) 150 200 450 Unproven mineral interest acquisition costs (Note 3) — — 7,420 Unproven mineral interest exploration costs (Note 3) — 18,787 18,787 Professional fees 6,425 13,899 30,807 Licenses and other filing fees 1,775 — 1,775 Office 1,626 9,381 12,966 Other 645 353 2,076 Total expenses 11,821 43,820 77,281 Loss from operations (11,821 ) (43,820 ) (77,281 ) Income tax provision (Note 5) — — — Net loss $ (11,821 ) $ (43,820 ) $ (77,281 ) Basic and diluted loss per share $ (0.00 ) $ (0.00 ) Basic and diluted weighted average common shares outstanding 10,398,400 10,398,400 See accompanying notes to financial statements F-4 INVISION CAPITAL, INC. (An Exploration Stage Company) Statement of Changes in Shareholders' Deficit (Presented in U.S. Dollars) Cumulative Translation Adjustment Additional Other Common Stock Paid-In Accumulated Comprehensive Shares Par Value Capital Deficit Loss Total Balance at January 24, 2003 (inception) — $ — $ — $ — $ — $ — January 2003, common stock sold to an officer ($.001/share) (Note 2) 4,000,000 4,000 — — — 4,000 March 2003, common stock sold in private stock offering ($.001/share) (Note 4) 6,000,000 6,000 — — — 6,000 May and June 2003, common stock sold in private stock offering ($.15/share) (Note 4) 397,740 398 59,263 — — 59,661 Office space and administrative support contributed by an officer (Note 2) — — 700 — — 700 Comprehensive loss: Net loss, period ended July 31, 2003 — — — (21,640 ) — (21,640 ) Cumulative translation adjustment — — — — (370 ) (370 ) Comprehensive loss — — — — — (22,010 ) Balance at July 31, 2003 10,397,740 10,398 60,062 (21,640 ) (370 ) 48,450 October 2003, common stock issued related to June 2003 private stock offering (Note 4) 660 1 99 — — 100 Office space and administrative support contributed by an officer (Note 2) — — 1,400 — — 1,400 Comprehensive loss: Net loss, year ended July 31, 2004 — — — (43,820 ) — (43,820 ) Cumulative translation adjustment — — — — 242 242 Comprehensive loss — — — — — (43,578 ) Balance at July 31, 2004 10,398,400 10,399 61,561 (65,460 ) (128 ) 6,372 Office space and administrative support contributed by an officer (Note 2) — — 1,350 — — 1,350 Comprehensive loss: Net loss, year ended July 31, 2005 — — — (11,821 ) — (11,821 ) Cumulative translation adjustment — — — — 342 342 Comprehensive loss — — — — — (11,479 ) Balance at July 31, 2005 10,398,400 $ 10,399 $ 62,911 $ (77,281 ) $ 214 $ (3,757 ) See accompanying notes to financial statements F-5 INVISION CAPITAL, INC. (An Exploration Stage Company) Statement of Cash Flows (Presented in U.S. Dollars) January 24, 2003 (Inception) For The Year Ended Through July 31, July 31, 2005 2004 ~~2003 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities~~2005 Cash flows from operating activities: ~~US Treasury 97,997 101,947 50,104 US Government agencies~~ Net loss $ (11,821 ) $ (43,820 ) $ (77,281 ) Adjustments to reconcile net loss to net cash Office space and ~~corporations 537,184 438,589 412,570 State~~ administrative support contributed by a director (Note 2) 1,350 1,400 3,450 Changes in operating assets and ~~political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks~~ liabilities: Accounts payable and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Interest Expense Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 accrued expenses (1,300 ) 900 3,000 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Noninterest Income Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(losscash used in operating activities (11,771 ) on (41,520 ) (70,831 ) Cash flows from financing activities: Capital contribution by an officer (Note 2) — — 99 Proceeds from sale of ~~securities~~ common stock — 100 69,761 Proceeds from officer loan (~~16,272~~Note 2) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Noninterest Expense Salaries and employee benefits 8,001,849 7,154,708 6,853,200 3,225 — 3,225 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 cash provided by financing activities 3,225 100 73,085 Effect of exchange rate changes on cash 342 242 214 Net change in cash (8,204 ) (41,178 ) 2,468 Cash, beginning of period 10,672 51,850 — Cash, end of period $ 2,468 $ 10,672 $ 2,468 Supplemental disclosure of cash flow information: Cash paid during the period for: Income taxes ~~(benefit) 523,570 (199,500) 531,480 Net income~~ $ ~~1,516,591~~ — $ ~~253,331~~ — $ ~~1,559,819 Net income per common share Basic~~ — Interest $ ~~0.22~~ — $ ~~0.04~~ — $ ~~0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Weighted average shares outstanding Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The~~ — See accompanying notes ~~are an integral part of the consolidated~~ to financial ~~statements~~statements F-6 INVISION CAPITAL, INC. ~~2005 Annual Report~~ (An Exploration Stage Company) Notes to Shareholders Page 8 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years Ended December 31, 2005, 2004 and 2003 2005 2004 2003 Net Income $1,516,591 $ 253,331 $1,559,819 Other comprehensive income (loss): Unrealized gains (losses) on available for sale securities (761,273) (251,972) (204,209) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized in net income 16,272 (2,373) (128,845) Related tax effect (6,273) 915 38,113 Total other comprehensive loss (457,774) (156,285) (234,534) Comprehensive income $1,058,817 $ 97,046 $1,325,285 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 9 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIESFinancial Statements

Appears in 1 contract

Samples: Share Purchase Agreement (Invision Capital Inc)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. ~~To the Shareholders and~~ The Board of Directors ~~Uwharrie Capital Corp Albemarle, North Carolina~~ and Unitholders Antero Midstream Partners LP: We have audited the accompanying combined consolidated balance sheets of ~~Uwharrie Capital Corp and Subsidiaries~~ Antero Midstream Partners LP (“the ~~“Company~~Partnership”) and its accounting predecessor as of December 31, ~~2005~~ 2013 and ~~2004,~~ 2014 and the related combined consolidated statements of ~~income~~operations and comprehensive income (loss), ~~comprehensive income~~partners’ capital, ~~changes in shareholders’ equity~~ and cash flows for each of the years in the three-year period ended December 31, ~~2005~~2014. These combined consolidated financial statements are the responsibility of the ~~Company~~Partnership’s management. Our responsibility is to express an opinion on these combined consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included 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, . An audit also includes 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 combined consolidated financial statements referred to above present fairly, in all material respects, the financial position of ~~Uwharrie Capital Corp~~ Antero Midstream Partners LP and ~~Subsidiaries~~ its accounting predecessor as of December 31, ~~2005~~ 2013 and ~~2004~~2014, and the results of their operations and their cash flows for ~~each of~~ the years then ended in conformity with U.S. generally accepted accounting principles. As discussed in Note 1 to the ~~three-year period ended~~ consolidated combined financial statements of Antero Midstream Partners LP, the balance sheets, and the related consolidated combined statements of operations, partners’ capital, and cash flows have been prepared on a combined basis of accounting. /s/ KPMG LLP Denver, Colorado October 9, 2015 ANTERO MIDSTREAM PARTNERS LP Combined Consolidated Balance Sheets December 31, ~~2005 in conformity with accounting principles generally accepted in the United States of America. Raleigh~~2013, ~~North Carolina March 10~~and 2014 (In thousands, ~~2006 2005 Annual Report to Shareholders Page 6 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2005 and 2004 2005 2004 ASSETS~~ except unit counts) 2013 2014 Assets Current assets: Cash and ~~due from banks~~ cash equivalents $ ~~11,438,743~~ — $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 230,192 Accounts receivable—affiliate 6,426 31,563 Accounts receivable—third party — 5,574 Prepaid expenses — 518 Total current assets 6,426 267,847 Property and equipment: Gathering and compressions systems 580,800 1,180,707 Water handling systems 229,627 421,012 Less ~~allowance for loan losses~~ accumulated depreciation (~~4,482,304~~17,097 ) (~~4,982,891~~70,124 ) ~~Net loans 271,713,571 258,755,381 Premises~~ Property and equipment, net ~~8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436~~ 793,330 1,531,595 Other ~~assets 4,125,663 4,649,868~~ assets, net 8,581 17,168 Total assets ~~$350,189,865 $329,261,995 LIABILITIES Deposits~~$ 808,337 $ 1,816,610 Liabilities and Partners’ capital Current liabilities: ~~Demand noninterest-bearing~~ Accounts payable $ ~~47,279,515~~ 7,872 $ ~~36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834~~ 13,021 Accounts payable—affiliate — 1,380 Accrued capital expenditures 56,941 49,974 Accrued ad valorem tax 1,994 5,862 Accrued liabilities 2,188 9,254 Other ~~time deposits 67,445,605 52,860,046~~ current liabilities 1,219 357 Total ~~deposits 273,975,832 246,938,760 Short~~current liabilities 70,214 79,848 Long-term ~~borrowed funds 7,903,628 11,062,392~~ liabilities Long-term debt ~~39,103,025 42,734,057 Interest payable 368,850 301,930~~ — 115,000 Other ~~liabilities 1,385,754 1,069,057~~ 6,062 859 Total liabilities ~~322,737,089 302,106,196 Off balance sheet items, commitments and contingencies~~ 76,276 195,707 Contingencies (Note 119) ~~SHAREHOLDERS~~Partners’ ~~EQUITY~~ capital: Common ~~stock, $1.25 par value: 20,000,000 shares authorized; shares~~ units - public (46,000,000 units issued and ~~outstanding 7,138,686~~ outstanding) — 1,090,037 Common units - Antero (29,940,957 units issued and ~~7,057,755 shares, respectively 8,923,357 8,822,194 Additional paid-in~~ outstanding) — 71,665 Subordinated units - Antero (75,940,957 units issued and outstanding) — 180,757 General partner — 278,444 Total partners’ capital ~~12,409,663 12,043,348 Unearned ESOP compensation (914,088) (964,935) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050~~ — 1,620,903 Parent net investment 732,061 — Total ~~shareholders’ equity 27,452,776 27,155,799~~ capital 732,061 1,620,903 Total liabilities and ~~shareholders~~partners’ ~~equity $350,189,865 $329,261,995 The~~ capital $ 808,337 $ 1,816,610 See accompanying notes ~~are an integral part of the~~ to combined consolidated financial ~~statements 2005 Annual Report to Shareholders Page 7~~ statements. ANTERO MIDSTREAM PARTNERS LP Combined Consolidated Statements of ~~58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME~~ Operations and Comprehensive Income (Loss) Years Ended December 31, ~~2005~~2012, ~~2004~~ 2013, and ~~2003 2005 2004 2003~~ 2014 (In thousands, except unit counts and per unit amounts) Year ended December 31, 2012 2013 2014 Revenue: Gathering and compression—affiliate $ 647 $ 22,363 $ 95,746 Water handling—affiliate — 35,871 162,283 Water handling—third party — — 8,245 Total revenue 647 58,234 266,274 Operating expenses: Direct operating 698 7,871 48,821 General and administrative (including $24,349 and $11,618 of equity-based compensation in 2013 and 2014, respectively) 2,977 34,065 30,366 Depreciation 1,679 14,119 53,029 Total operating expenses 5,354 56,055 132,216 Operating income (loss) (4,707 ) 2,179 134,058 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Interest Expense Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Noninterest Income Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Noninterest Expense Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (benefit) 523,570 (199,500) 531,480 8 164 6,183 Net income (loss) and comprehensive income (loss) $ ~~1,516,591~~ (4,715 ) $ ~~253,331~~ 2,015 $ ~~1,559,819~~ 127,875 Net income attributable to Antero Midstream Partners LP subsequent to IPO 29,656 Less: General partner’s interest in net income subsequent to IPO (22,234 ) Limited partners’ interest in net income subsequent to IPO $ 7,422 Net income attributable to Antero Midstream Partners LP subsequent to IPO per ~~common share Basic~~ limited partner unit (basic and diluted) Common units $ ~~0.22~~ 0.05 Subordinated units $ ~~0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21~~ 0.05 Weighted average ~~shares~~ number of limited partner units outstanding ~~Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The~~ (basic and diluted): Common units 75,940,957 Subordinated units 75,940,957 See accompanying notes ~~are an integral part of the~~ to combined consolidated financial statements. ~~2005 Annual Report to Shareholders Page 8~~ ANTERO MIDSTREAM PARTNERS LP Combined Consolidated Statements of ~~58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME~~ Partners’ Capital Years Ended December 31, ~~2005~~2012, ~~2004~~ 2013, and ~~2003 2005 2004 2003~~ 2014 (In thousands) Partnership Common Unitholders Public Common Unitholder Antero Subordinated Unitholder General Partner Parent Net ~~Income $1,516,591~~ Investment Total Balance at December 31, 2011 $ 253,331 $1,559,819 Other comprehensive income (loss): Unrealized gains (losses) on available for sale securities (761,273) (251,972) (204,209) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized in net income 16,272 (2,373) (128,845) Related tax effect (6,273) 915 38,113 Total other — $ — $ — $ — $ 29,002 $ 29,002 Net loss and comprehensive loss (~~457,774~~4,715 ) (~~156,285~~4,715 ) Deemed contribution from parent, net 120,610 120,610 Balance at December 31, 2012 — — — — 144,897 144,897 Net income and comprehensive income — — — — 2,015 2,015 Deemed contribution from parent, net — — — — 560,800 560,800 Equity-based compensation — — — — 24,349 24,349 Balance at December 31, 2013 — — — — 732,061 732,061 Net income and comprehensive income — — — — 98,219 98,219 Deemed distribution to parent, net — — — — (5,375 ) (~~234,534~~5,375 ) ~~Comprehensive~~ Equity-based compensation — — — — 8,696 8,696 Balance at November 10, 2014 (prior to IPO) — — — — 833,601 833,601 Allocation of net investment to unitholders — 163,458 414,587 255,556 (833,601 ) — Net proceeds from IPO 1,087,224 — — — — 1,087,224 Distribution to Antero — (94,023 ) (238,477 ) — — (332,500 ) Net income ~~$1,058,817~~ and comprehensive income 2,248 1,463 3,711 22,234 — 29,656 Equity-based compensation 565 767 936 654 — 2,922 Balance at December 31, 2014 $ ~~97,046 $1,325,285 The~~ 1,090,037 $ 71,665 $ 180,757 $ 278,444 $ — $ 1,620,903 See accompanying notes ~~are an integral part of the~~ to combined consolidated financial statements. ~~2005 Annual Report~~ ANTERO MIDSTREAM PARTNERS LP Combined Consolidated Statements of Cash Flows Years Ended December 31, 2012, 2013, and 2014 (In thousands) December 31, 2012 2013 2014 Cash flows provided by (used in) operating activities: Net income (loss) $ (4,715 ) $ 2,015 $ 127,875 Adjustment to ~~Shareholders Page 9~~ reconcile net income (loss) to net cash provided by operating activities: Depreciation 1,679 14,119 53,029 Equity-based compensation — 24,349 11,618 Amortization of ~~58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES~~deferred financing costs — — 135 Changes in assets and liabilities: Accounts receivable—affiliate (126 ) (6,267 ) (29,988 ) Accounts receivable—third party — — (5,574 ) Prepaid expenses — — (518 ) Accounts payable — — 863 Accounts payable—affiliate — — 1,059 Accrued liabilities (74 ) 4,029 10,934 Net cash provided by (used in) operating activities (3,236 ) 38,245 169,433 Cash flows used in investing activities: Additions to property and equipment—Gathering and compression (115,267 ) (389,340 ) (553,582 ) Additions to property and equipment—Water handling (2,080 ) (200,256 ) (200,116 ) Change in working capital of affiliate related to property and equipment — — (40,277 ) Change in other assets — (8,581 ) (3,530 ) Net cash used in investing activities (117,347 ) (598,177 ) (797,505 ) Cash flows provided by financing activities: Deemed contribution from (distribution to) parent, net 120,610 560,800 (5,375 ) Net proceeds from initial public offering — — 1,087,224 Distribution to Antero — — (332,500 ) Borrowings on bank credit facility — — 625,000 Repayments on bank credit facility — — (510,000 ) Payments of deferred financing costs — — (4,871 ) Payments on capital lease obligations (27 ) (868 ) (1,214 ) Net cash provided by financing activities 120,583 559,932 858,264 Net increase in cash and cash equivalents — — 230,192 Cash and cash equivalents, beginning of period — — — Cash and cash equivalents, end of period $ — $ — $ 230,192 Supplemental disclosure of cash flow information: Cash paid during the period for interest $ 8 $ 164 $ 5,864 Supplemental disclosure of noncash investing activities: Increase in accrued capital expenditures and accounts payable for property and equipment $ 32,538 $ 29,852 $ 37,596 See accompanying notes to combined consolidated financial statements. ANTERO MIDSTREAM PARTNERS LP Notes to Combined Consolidated Financial Statements Years Ended December 31, 2012, 2013, and 2014

Appears in 1 contract

Samples: Explanatory Note (Antero Midstream Partners LP)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To Impairment Assessment on Goodwill Allocated to Reporting Units under the ~~Shareholders~~ Digital Media and ~~Board of Directors Uwharrie Capital Corp Albemarle~~Entertainment Segment As described in Note 2(z) and Note 17 to the consolidated financial statements, North Carolina We have audited the accompanying consolidated balance sheets of Uwharrie Capital Corp and Subsidiaries (the “Company”) as of December 31, 2005 and 2004, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2005. These financial statements are the responsibility of the Company’s balance of goodwill allocated to reporting units under the Digital Media and Entertainment Segment as of March 31, 2020 was RMB58,673 million. During the year ended March 31, 2020, the Company recorded an impairment charge of RMB576 million on goodwill allocated to one of those reporting units. Goodwill is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that it might be impaired. The Company has elected to first perform a qualitative assessment to determine whether the two-step quantitative goodwill impairment testing is necessary. In the qualitative assessment, the Company considers factors such as macroeconomic conditions, industry and market considerations, overall financial performance of the reporting units, and other specific information related to the operations, business plans and strategies of the reporting units, including consideration of the impact of the COVID-19 pandemic. Based on the qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is performed. The principal considerations for our determination that performing procedures relating to the impairment assessment on goodwill allocated to reporting units under the Digital Media and Entertainment Segment is a critical audit matter are that there was significant judgment and estimation by management when performing the qualitative assessment, which in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to the factors considered in management’s qualitative assessment. ~~Our responsibility is to express an~~ Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Uwharrie Capital Corp and Subsidiaries as of December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America. Raleigh, North Carolina March 10, 2006 2005 Annual Report to Shareholders Page 6 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2005 and 2004 2005 2004 ASSETS Cash and due from banks $ 11,438,743 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other assets 4,125,663 4,649,868 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits: Demand noninterest-bearing $ 47,279,515 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies (Note 11) SHAREHOLDERS’ EQUITY Common stock, $1.25 par value: 20,000,000 shares authorized; shares issued and outstanding 7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194 Additional paid-in capital 12,409,663 12,043,348 Unearned ESOP compensation (914,088) (964,935) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050 Total shareholders’ equity 27,452,776 27,155,799 Total liabilities and shareholders’ equity $350,189,865 $329,261,995 The accompanying notes are an integral part of the consolidated financial statements 2005 Annual Report to Shareholders Page 7 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Years Ended December 31, 2005, 2004 and 2003 2005 2004 2003 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Interest Expense Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Noninterest Income Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Noninterest Expense Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (benefit) 523,570 (199,500) 531,480 Net income $ 1,516,591 $ 253,331 $ 1,559,819 Net income per common share Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Weighted average shares outstanding Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part of the consolidated financial statements. ~~2005 Annual Report~~ These procedures included testing the effectiveness of controls relating to ~~Shareholders Page 8 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years Ended December 31~~management’s impairment assessment on goodwill allocated to reporting units under the Digital Media and Entertainment Segment, 2005, 2004 and 2003 2005 2004 2003 Net Income $1,516,591 $ 253,331 $1,559,819 Other comprehensive income (loss): Unrealized gains (losses) on available for sale securities (761,273) (251,972) (204,209) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized in net income 16,272 (2,373) (128,845) Related tax effect (6,273) 915 38,113 Total other comprehensive loss (457,774) (156,285) (234,534) Comprehensive income $1,058,817 $ 97,046 $1,325,285 The accompanying notes are an integral part including controls over management’s evaluation of the ~~consolidated~~ factors considered in the qualitative assessment. These procedures also included, among others, testing management’s qualitative assessment, which included evaluating the factors considered by management, such as macroeconomic conditions, industry and market considerations, overall financial ~~statements. 2005 Annual Report~~ performance of the reporting units, implied value of the reporting units with reference to ~~Shareholders Page 9~~ quoted market price of ~~58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES~~comparable companies, and other specific information related to the operations, business plans and strategies of the reporting units, including consideration of the impact of the COVID-19 pandemic.

Appears in 1 contract

Samples: Voluntary Announcement

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the ~~Shareholders and~~ Board of Directors ~~Uwharrie Capital Corp Albemarle~~and Stockholders of BioSig Technologies, ~~North Carolina~~ Inc. (a Development Stage Company) We have audited the accompanying ~~consolidated~~ balance sheets of ~~Uwharrie Capital Corp and Subsidiaries~~ BioSig Technologies. Inc. (~~the “~~a Development Stage Company”) as of December 31, ~~2005~~ 2012 and ~~2004~~2011, and the related ~~consolidated~~ statements of ~~income~~operations, ~~comprehensive income~~stockholders’ deficit, ~~changes in shareholders’ equity~~ and cash flows for ~~each of~~ the years in then ended and for the ~~three-year~~ period ~~ended~~ from February 24, 2009 (date of inception) to December 31, ~~2005~~2012. ~~These~~ BioSig Technologies, Inc’s management is responsible for these financial ~~statements are the responsibility of the Company’s management~~statements. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We The company is not required to have, nor were ~~not~~ we engaged to ~~perform~~ perform, an audit of ~~the Company’s~~ its internal control over financial reporting. Our ~~audit~~ audits included 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~~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 ~~consolidated~~ financial statements referred to above present fairly, in all material respects, the financial position of ~~Uwharrie Capital Corp and Subsidiaries~~ BioSig Technologies, Inc. as of December 31, ~~2005~~ 2012 and ~~2004~~2011, and the results of ~~their~~ its operations and ~~their~~ its cash flows for ~~each of~~ the years in then ended and for the ~~three-year~~ period ~~ended~~ from February 24, 2009 (date of inception) to December 31, ~~2005~~ 2012 in conformity with accounting principles generally accepted in the United States of America. ~~Raleigh~~The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, ~~North Carolina March 10~~the Company is in the development stage, ~~2006 2005 Annual Report~~ has incurred losses from operations since its inceptions and has a net stockholders’ deficiency. These factors raise substantial doubt about the Company’s ability to ~~Shareholders Page 6~~ continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of ~~58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED~~ this uncertainty. /s/ Xxxxxxxxx Xxxx Xxxxx Xxxxxx & Company Somerset, New Jersey May 7, 2013, except for note 16 as to which the date is September 11, 2013. BIOSIG TECHNOLOGIES, INC. (a development stage company) BALANCE SHEETS ~~December~~ DECEMBER 31, ~~2005 and 2004 2005 2004~~ 2012 AND 2011 2012 2011 ASSETS Current assets: Cash ~~and due from banks~~ $ ~~11,438,743~~ 24,237 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises 69,020 Prepaid expenses 33,125 82,118 Capitalized financing costs 212,635 84,167 Total current assets 269,997 235,305 Property and equipment, net ~~8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436~~ 30,209 24,752 Other ~~assets 4,125,663 4,649,868~~ assets: Deposits 25,000 25,000 Total assets ~~$350,189,865 $329,261,995~~ $ 325,206 $ 285,057 LIABILITIES ~~Deposits~~AND STOCKHOLDERS' DEFICIT Current liabilities: ~~Demand noninterest-bearing~~ Accounts payable and accrued expenses $ ~~47,279,515~~ 472,882 $ ~~36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits~~35,725 Advances, related party 27,040 27,040 Note payable, related party 30,000 - Liability to placement agent 94,500 - Dividends payable 117,751 26,892 Total current liabilities 742,173 89,657 Long term liabilities: Deferred rent payable 5,067 5,067 Note payable, related party 218,000 - Convertible bridge notes payable, $225,000 related party 613,812 - Redeemable Series A preferred stock 922,000 922,000 Redeemable Series B preferred stock 887,500 100,000 ~~and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046~~ Total ~~deposits 273,975,832 246,938,760 Short-~~long term ~~borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other~~ liabilities ~~1,385,754 1,069,057~~ 2,646,379 1,027,067 Total liabilities ~~322,737,089 302,106,196 Off balance sheet items, commitments~~ 3,388,552 1,116,724 Commitments and contingencies ~~(Note 11) SHAREHOLDERS’ EQUITY~~ Stockholders' deficit Preferred stock, $0.001 par value, authorized 1,000,000 shares Common stock, $~~1.25~~ 0.001 par value~~: 20,000,000~~ , authorized 50,000,000 and 10,000,000 shares ~~authorized; shares~~ as of December 31, 2012 and 2011, respectively, 8,166,238 and 8,136,238 issued and outstanding ~~7,138,686~~ as of December 31, 2012 and ~~7,057,755 shares~~2011, respectively ~~8,923,357 8,822,194~~ 8,166 8,136 Additional ~~paid-~~paid in capital ~~12,409,663 12,043,348 Unearned ESOP compensation~~ 833,647 588,354 Deficit accumulated during development stage (~~914,088~~3,905,159 ) (~~964,935~~1,428,157 ) ~~Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050~~ Total ~~shareholders’ equity 27,452,776 27,155,799~~ stockholders' deficit (3,063,346 ) (831,667 ) Total liabilities and ~~shareholders’ equity $350,189,865 $329,261,995 The~~ stockholders' deficit $ 325,206 $ 285,057 See the accompanying notes ~~are an integral part of~~ to the ~~consolidated~~ financial statements ~~2005 Annual Report to Shareholders Page 7 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED~~ BIOSIG TECHNOLOGIES, INC. (a development stage company) STATEMENTS OF ~~INCOME Years Ended~~ OPERATIONS From February 24, 2009 (date of inception) to Year ended December 31, ~~2005~~December 31, ~~2004~~ 2012 2011 2012 Operating expenses: Research and ~~2003 2005 2004 2003 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies~~ development $ 888,948 $ 582,525 $ 1,471,473 General and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 administrative 1,363,007 484,127 2,097,190 Depreciation 10,020 6,795 16,815 Total interest income 19,160,599 15,905,923 14,596,892 Interest Expense Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 operating expenses 2,261,975 1,073,447 3,585,478 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Noninterest Income Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(lossloss from operations (2,261,975 ) ~~on sale of securities~~ (~~16,272~~1,073,447 ) ~~2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433~~ (3,585,478 ) Other income ~~378,220 560,961 558,412 Total noninterest~~ (expense): Interest income ~~4,351,101 4,270,524 5,159,582 Noninterest Expense Salaries and employee benefits 8,001,849 7,154,708 6,853,200~~ (expense) (18,286 ) 171 (18,115 ) Financing costs (105,881 ) (77,933 ) (183,814 ) Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income loss before income taxes ~~2,040,161 53,831 2,091,299~~ (2,386,142 ) (1,151,209 ) (3,787,407 ) Income taxes (benefit) ~~523,570~~ - - - Net loss (~~199,500~~2,386,142 ) ~~531,480~~ (1,151,209 ) (3,787,407 ) Preferred stock dividend (90,860 ) (26,892 ) (117,752 ) NET LOSS AVAILABLE TO COMMON STOCKHOLDERS’ $ (2,477,002 ) $ (1,178,101 ) $ (3,905,159 ) Net ~~income $ 1,516,591 $ 253,331 $ 1,559,819 Net income~~ loss per common ~~share Basic~~ share, basic and diluted $ ~~0.22~~ (0.30 ) $ ~~0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21~~ (0.18 ) Weighted average number of common shares ~~outstanding Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The~~ outstanding, basic and diluted 8,142,222 6,650,026 See the accompanying notes ~~are an integral part of~~ to the ~~consolidated~~ financial ~~statements~~statements BIOSIG TECHNOLOGIES, INC. ~~2005 Annual Report~~ (a development stage company) STATEMENT OF STOCKHOLDERS' DEFICIT FROM FEBRUARY 24, 2009 (DATE OF INCEPTION) TO DECEMBER 31, 2012 Deficit Accumulated Additional During Common stock Shares subscribed Shares to ~~Shareholders Page 8 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years Ended~~ be issued Paid in Development Shares Amount Shares Amount Shares Amount Capital Stage Total Common stock issued to founders 4,000,000 $ 4,000 - $ - $ - $ - $ - $ - $ 4,000 Common stock issuable to founders - - - - 3,400,000 3,400 - - 3,400 Donated capital - - - - - - 100 - 100 Net loss - - - - - - - (104,584 ) (104,584 ) Balance, December 31, ~~2005, 2004 and 2003 2005 2004 2003 Net Income $1,516,591 $ 253,331 $1,559,819 Other comprehensive income~~ 2009 4,000,000 4,000 - - 3,400,000 3,400 100 (~~loss): Unrealized gains (losses) on available for sale securities (761,273~~104,584 ) (~~251,972~~97,084 ) Proceeds from common stock subscription - - 37,500 30,000 - - - - 30,000 Net loss - - - - - - - (145,472 ) (~~204,209~~145,472 ) ~~Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized in net income 16,272~~ Balance, December 31, 2010 4,000,000 4,000 37,500 30,000 3,400,000 3,400 100 (~~2,373~~250,056 ) (~~128,845~~212,556 ) ~~Related tax effect~~ Sale of common stock 153,125 153 (~~6,273) 915 38,113 Total other comprehensive loss (457,774~~37,500 ) (~~156,285~~30,000 ) - - 122,347 - 92,500 Common stock issued for services rendered 408,113 408 - - - - 326,082 - 326,490 Common stock issued for future services 175,000 175 - - - - 139,825 - 140,000 Common stock issued to founders 3,400,000 3,400 - - (3,400,000 ) (~~234,534~~3,400 ) ~~Comprehensive income $1,058,817~~ - - - Preferred stock dividend - - - - - - - (26,892 ) (26,892 ) Net loss - - - - - - - (1,151,209 ) (1,151,209 ) Balance, December 31, 2011 8,136,238 8,136 - - - - 588,354 (1,428,157 ) (831,667 ) Common stock issued for services rendered 30,000 30 - - - - 59,970 - 60,000 Fair value of vested options - - - - - - 185,323 - 185,323 Preferred stock dividend - - - - - - - (90,860 ) (90,860 ) Net loss - - - - - - - (2,386,142 ) (2,386,142 ) Balance, December 31, 2012 8,166,238 $ ~~97,046 $1,325,285 The~~ 8,166 - $ - $ - $ - $ 833,647 $ (3,905,159 ) $ (3,063,346 ) See the accompanying notes ~~are an integral part~~ to the financial statements BIOSIG TECHNOLOGIES, INC. (a development stage company) STATEMENTS OF CASH FLOWS From February 24, 2009 (date of inception) to Year ended December 31, December 31, CASH FLOWS FROM OPERATING ACTIVITIES: Net loss attributable to common stockholders $ (2,386,142 ) $ (1,151,209 ) $ (3,787,407 ) Adjustments to reconcile net loss to cash used in operating activities: Depreciation 10,020 6,795 16,815 Amortization of financing costs 105,881 77,933 183,814 Stock based compensation 314,316 384,372 706,088 Donated capital - - 100 (Increase) in prepaid expenses (20,000 ) - (20,000 ) Increase (Decrease) in accounts payable and accrued expenses 450,969 (158,385 ) 486,694 Decease in accrued expenses, related party - (2,940 ) - Increase in deferred rent payable - 5,067 5,067 Net cash used in operating activities (1,524,956 ) (838,367 ) (2,408,829 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (15,477 ) (31,547 ) (47,024 ) Payment of long term deposit - (25,000 ) (25,000 ) Net cash used in investing activity (15,477 ) (56,547 ) (72,024 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from notes payable, related party 248,000 5,500 275,040 Proceeds from convertible bridge notes payable 600,000 - 600,000 Net proceeds from the sale of Series A preferred stock - 788,400 788,400 Net proceeds from the sale of Series B preferred stock 647,650 71,500 719,150 Proceeds from sale of common stock - 92,500 122,500 Net cash provided by financing activities 1,495,650 957,900 2,505,090 Net (decrease) increase in cash and cash equivalents (44,783 ) 62,986 24,237 Cash and cash equivalents, beginning of the ~~consolidated~~ period 69,020 6,034 - Cash and cash equivalents, end of the period $ 24,237 $ 69,020 $ 24,237 Supplemental disclosures of cash flow information: Cash paid during the period for interest $ - $ - $ - Cash paid during the period for income taxes $ - $ - $ - See the accompanying notes to the financial ~~statements~~statements BIOSIG TECHNOLOGIES INC. ~~2005 Annual Report to Shareholders Page 9 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES~~(A development stage company) NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2012

Appears in 1 contract

Samples: Securities Purchase Agreement (BioSig Technologies, Inc.)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the ~~Shareholders and~~ Board of Directors ~~Uwharrie Capital~~ Royalite Petroleum Corp ~~Albemarle, North Carolina~~ We have ~~audited~~ reviewed the accompanying consolidated balance ~~sheets~~ sheet of ~~Uwharrie Capital~~ Royalite Petroleum Corp ~~and Subsidiaries~~ (~~the “Company”~~an exploration stage company) as of ~~December~~ July 31, ~~2005 and 2004,~~ 2006 and the related ~~consolidated~~ statements of ~~income~~operations, ~~comprehensive income~~stockholders' equity, ~~changes in shareholders’ equity~~ and cash flows for ~~each of~~ the ~~years in the three-year period ended December 31, 2005~~three months then ended. These interim 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.~~ management of Royalite Petroleum Corp. We conducted our ~~audits~~ review in accordance with the standards of the Public Company Accounting Oversight Board (United States). ~~Those~~ A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards ~~require that we plan and perform~~ of the ~~audit to obtain reasonable assurance about whether~~ Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting taken 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 reportingwhole. Accordingly, we do not express no such an opinion. ~~An audit also includes examining~~Based on our review, ~~on a test basis, evidence supporting~~ we are not aware of any material modifications that should be made to 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 accompanying interim consolidated financial statements ~~referred~~ for them to above present fairly, in all material respects, the financial position of Uwharrie Capital Corp and Subsidiaries as of December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2005 be in conformity with accounting principles generally accepted in the United States of America. ~~Raleigh~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 6 to the financial statements, ~~North Carolina March 10~~the Company has suffered recurring losses from operations, which raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the balance sheet of Royalite Petroleum Corp as of April 30, 2006, and the related statements of operations, stockholders’ equity, and cash flows for the period December 2, 2005 (date of inception) to April 30, 2006 ~~2005 Annual Report~~ (not presented herein); and in our report dated August 25, 2006, we expressed an unqualified opinion on those financial statements which included an explanatory paragraph describing Royalite Petroleum Corp’s ability to ~~Shareholders Page~~ continue as a going concern as described in Note 6 to the financial statements. In our opinion, the information set forth in the accompanying balance sheet as of ~~58 UWHARRIE CAPITAL~~ April 30, 2006 is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. / Xxxxx & Company / Xxxxx & Company, Certified Public Accountants Westlake Village, California October 17, 2006 ROYALITE PETROLEUM CORP ~~AND SUBSIDIARIES CONSOLIDATED~~ (AN EXPLORATION STAGE COMPANY) BALANCE SHEETS ~~December~~ July 31, ~~2005 and 2004 2005 2004~~ 2006 April 30, 2006 ASSETS Current assets Cash ~~and due from banks~~ $ ~~11,438,743~~ - $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises 418,337 Prepaid expense 50,000 - Total current assets 50,000 418,337 Property and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other assets 4,125,663 4,649,868 3,295 3,487 License rights, net 3,000 3,000 Unproven oil and gas properties, full cost method 476,167 288,510 Deposits 3,500 3,500 Total assets ~~$350,189,865 $329,261,995~~ $ 535,962 $ 716,834 LIABILITIES ~~Deposits: Demand noninterest-bearing~~ AND STOCKHOLDERS' EQUITY Current liabilities Bank overdraft $ ~~47,279,515~~ 59,286 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 - Accounts payable 41,194 25,425 Loan payable - related party 40,294 98,294 Total ~~deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other~~ current liabilities ~~1,385,754 1,069,057~~ 140,774 123,719 Total liabilities ~~322,737,089 302,106,196 Off balance sheet items, commitments and contingencies (Note 11) SHAREHOLDERS’ EQUITY~~ 140,774 123,719 Stockholders' equity Common stock, $~~1.25~~ 0.001 par value~~: 20,000,000~~ ; 200,000,000 shares authorized; , 24,960,667 shares issued and outstanding ~~7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194~~ 24,961 24,961 Additional paid-in capital ~~12,409,663 12,043,348 Unearned ESOP compensation~~ 764,239 764,239 Accumulated deficit during development stage (~~914,088~~394,012 ) (~~964,935~~196,085 ) ~~Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050~~ Total ~~shareholders’~~ stockholders' equity ~~27,452,776 27,155,799~~ 395,188 593,115 Total liabilities and ~~shareholders’~~ stockholders' equity ~~$350,189,865 $329,261,995 The accompanying notes are an integral part of the consolidated financial statements 2005 Annual Report~~ $ 535,962 $ 716,834 See Accompanying Notes to ~~Shareholders Page 7 of 58 UWHARRIE CAPITAL~~ Financial Statements 2 ROYALITE PETROLEUM CORP ~~AND SUBSIDIARIES CONSOLIDATED~~ (AN EXPLORATION STAGE COMPANY) STATEMENTS OF ~~INCOME Years~~ OPERATIONS For the period from December 2, 2005 For the Three (Date of Inception) Months Ended ~~December~~ Through July 31, ~~2005~~2005 July 31, ~~2004~~ 2006 Revenue $ - $ - Operating expenses Oil and ~~2003 2005 2004 2003 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies~~ gas exploration expenses 73,102 107,192 General and ~~corporations 537,184 438,589 412,570 State~~ administrative 124,634 286,616 Depreciation and ~~political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380~~ amortization 191 204 Total interest income 19,160,599 15,905,923 14,596,892 Interest Expense Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after operating expenses 197,927 394,012 Loss from operations before provision for loan losses 11,775,932 9,080,327 9,397,936 Noninterest Income Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Noninterest Expense Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (~~benefit~~197,927 ) ~~523,570~~ (~~199,500~~394,012 ) ~~531,480~~ Income tax benefit - - Net ~~income $ 1,516,591 $ 253,331 $ 1,559,819 Net income~~ loss (197,927 ) (394,012 ) Loss per common share ~~Basic~~ - basic and diluted: Net loss $ ~~0.22~~ (0.01 ) $ ~~0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21~~ (0.02 ) Weighted average common shares outstanding - Basic ~~7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part~~ and diluted 24,960,667 23,866,403 See Accompanying Notes to Financial Statements 3 ROYALITE PETROLEUM CORP (AN EXPLORATION STAGE COMPANY) STATEMENT OF STOCKHOLDERS' EQUITY Accumulated Deficit During Total Common Stock Additional Development Stockholders' Shares Amount Paid-in Capital Stage Equity Balance, December 2, 2005 - $ - $ - $ - $ - Issuance of ~~the consolidated financial statements~~common stock for cash, $0.001 per share 18,000,000 18,000 - - 18,000 Issuance of common stock for cash, Reg. ~~2005 Annual Report~~ S - Private Placement, $0.10 per share 2,000,000 2,000 198,000 - 200,000 Issuance of common stock for cash, Reg. D - Private Placement, $0.10 per share 100,000 100 9,900 - 10,000 Issuance of common stock for cash, Reg. S - Private Placement, $0.30 per share 1,860,667 1,861 556,339 - 558,200 Issuance of common stock for licensing rights 3,000,000 3,000 - - 3,000 Net loss - - - (196,085 ) (196,085 ) Balance, April 30, 2006 24,960,667 24,961 764,239 (196,085 ) 593,115 Net loss - - - (197,927 ) (197,927 ) Balance, July 31, 2006 24,960,667 24,961 764,239 (394,012 ) 395,188 See Accompanying Notes to ~~Shareholders Page 8 of 58 UWHARRIE CAPITAL~~ Financial Statements 4 ROYALITE PETROLEUM CORP ~~AND SUBSIDIARIES CONSOLIDATED~~ (AN EXPLORATION STAGE COMPANY) STATEMENTS OF ~~COMPREHENSIVE INCOME Years~~ CASH FLOWS Period from December 2, 2005 For the Three (Date of inception) Months Ended ~~December~~ through July 31, ~~2005~~2005 July 31, ~~2004~~ 2006 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (197,927 ) $ (394,012 ) Adjustments to reconcile loss from operating to net cash used in operating activities: Depreciation and ~~2003 2005 2004 2003 Net Income $1,516,591 $ 253,331 $1,559,819~~ amortization 191 204 Changes in operating assets and liabilities: Other ~~comprehensive income~~ current assets (~~loss): Unrealized gains (losses) on available for sale securities (761,273~~50,000 ) (~~251,972~~53,500 ) Accounts payable and accrued liabilities 15,770 41,195 Net cash used in operating activities (231,966 ) (~~204,209~~406,113 ) ~~Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized in net income 16,272~~ CASH FLOW FROM INVESTING ACTIVITIES Cash paid on unproven oil leases (~~2,373~~187,657 ) (~~128,845~~476,167 ) ~~Related tax effect~~ Purchase of fixed assets - (~~6,273~~3,500 ) ~~915 38,113 Total other comprehensive loss~~ Net cash used in investing activities (~~457,774~~187,657 ) (~~156,285~~479,667 ) CASH FLOW FROM FINANCING ACTIVITIES Change in bank overdraft 59,286 59,286 Payment on notes payable (58,000 ) (~~234,534~~58,000 ) ~~Comprehensive income $1,058,817~~ Proceeds from stock issuance - 786,200 Proceeds from borrowings from related party - 40,294 Proceeds from borrowings on loan payable - 58,000 Net cash provided by financing activities 1,286 885,780 NET CHANGE IN CASH (418,337 ) - CASH AT BEGINNING OF YEAR 418,337 - CASH AT END OF PERIOD $ ~~97,046 $1,325,285 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report~~ - $ - SUPPLEMENTAL INFORMATION Interest Paid $ - $ - Income Taxes Paid $ - $ - See Accompanying Notes to ~~Shareholders Page 9 of 58 UWHARRIE CAPITAL~~ Financial Statements ROYALITE PETROLEUM CORP ~~AND SUBSIDIARIES~~(AN EXPLORATION STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS

Appears in 1 contract

Samples: Agreement and Plan of Merger (Worldbid Corp)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the ~~Shareholders~~ Stockholders and Board of Directors ~~Uwharrie Capital Corp Albemarle~~of LookSmart Group, ~~North Carolina~~ Inc. We have audited the accompanying consolidated balance sheets of ~~Uwharrie Capital Corp and Subsidiaries~~ LookSmart Group, Inc. (the “"Company”") as of December 31, ~~2005~~ 2014 and ~~2004~~2013, and the related consolidated statements of ~~income~~operations, comprehensive ~~income~~loss, ~~changes in shareholders’ equity~~ stockholders' equity, and cash flows for ~~each of~~ the years ~~in the three-year period ended December 31, 2005~~then ended. These consolidated financial statements are the responsibility of the Company’s 's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. We The Company is not required to have, nor were ~~not~~ we engaged to ~~perform~~ perform, an audit of ~~the Company’s~~ its internal control over financial reporting. Our audit included 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 consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of ~~Uwharrie Capital Corp and Subsidiaries~~ LookSmart Group, Inc. as of December 31, ~~2005~~ 2014 and ~~2004~~2013, and the consolidated results of ~~their~~ its operations and ~~their~~ its cash flows for ~~each of~~ the years ~~in the three-year period~~ then ended ~~December 31, 2005~~ in conformity with accounting principles generally accepted in the United States of America. ~~Raleigh~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 15, ~~North Carolina~~ the Company has recurring losses, has negative working capital and cash in operating activities, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to this matter are also discussed in Note 15. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Xxxxxx Xxxx & Co. LLP New York, New York March 1017, ~~2006 2005 Annual Report to Shareholders Page 6 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES~~ 2015 LOOKSMART GROUP, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except par value) December 31, ~~2005 and 2004 2005 2004~~ 2014 2013 ASSETS Current assets: Cash and ~~due from banks~~ cash equivalents $ ~~11,438,743~~ 305 $ ~~11,449,899 Interest~~2,789 Short-~~earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale~~term investments 129 3,102 Total cash, ~~at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises~~ cash equivalents and short-term investments 434 5,891 Trade accounts receivable, net 255 606 Prepaid expenses and other current assets 602 1,077 Total current assets 1,291 7,574 Long-term investments - 154 Property and equipment, net ~~8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436~~ 3,403 3,831 Other ~~assets 4,125,663 4,649,868~~ assets, net 62 87 Total assets ~~$350,189,865 $329,261,995~~ $ 4,756 $ 11,646 LIABILITIES ~~Deposits~~& STOCKHOLDERS' EQUITY Current liabilities: ~~Demand noninterest-bearing~~ Trade accounts payable $ ~~47,279,515~~ 901 $ ~~36,866,146 Interest checking~~ 739 Accrued liabilities 398 444 Deferred revenue and ~~money market accounts 83,679,745 80,393,133 Savings~~ customer deposits ~~36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046~~ 1,018 1,002 Total ~~deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392~~ current liabilities 2,317 2,185 Long-term ~~debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057~~ portion of deferred rent 22 186 Total liabilities ~~322,737,089 302,106,196 Off balance sheet items, commitments~~ 2,339 2,371 Commitment and contingencies ~~(Note 11) SHAREHOLDERS’ EQUITY~~ - - Stockholders' equity: Convertible preferred stock, $0.001 par value; Authorized: 5,000 shares; Issued and Outstanding: none at December 31 , 2014 and 2013, respectively - - Common stock, $~~1.25~~ 0.003 par value; Authorized: ~~20,000,000~~ 80,000 shares; Issued and Outstanding: 5,769 shares ~~authorized; shares issued~~ at both December 31, 2014 and ~~outstanding 7,138,686 and 7,057,755 shares~~2013, respectively ~~8,923,357 8,822,194~~ 17 17 Additional paid-in capital ~~12,409,663 12,043,348 Unearned ESOP compensation (914,088) (964,935) Undivided profits 6,705,568 6,469,142~~ 262,508 262,502 Accumulated other comprehensive ~~income 328,276 786,050~~ loss (424 ) (154 ) Accumulated deficit (259,435 ) (253,016 ) Treasury stock at cost: 130 shares and 32 shares at December 31, 2014 and 2013, respectively (249 ) (74 ) Total ~~shareholders’~~ stockholders' equity ~~27,452,776 27,155,799~~ 2,417 9,275 Total liabilities and ~~shareholders’~~ stockholders' equity ~~$350,189,865 $329,261,995~~ $ 4,756 $ 11,646 The accompanying notes are an integral part of ~~the consolidated financial statements 2005 Annual Report to Shareholders Page 7 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES~~ these Consolidated Financial Statements. LOOKSMART GROUP, INC. CONSOLIDATED STATEMENTS OF ~~INCOME Years~~ OPERATIONS (In thousands, except per share data) Year Ended December 31, ~~2005~~2014 2013 Revenue $ 4,702 $ 6,679 Cost of revenue 2,441 4,474 Gross profit 2,261 2,205 Operating expenses: Sales and marketing 1,690 1,082 Product development and technical operations 4,561 3,557 General and administrative 2,561 3,052 Restructuring charge 30 40 Total operating expenses 8,842 7,731 Loss from operations (6,581 ) (5,526 ) Non-operating income (expense), ~~2004 and 2003 2005 2004 2003~~ net Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income ~~19,160,599 15,905,923 14,596,892~~ 81 198 Interest Expense Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Noninterest Income Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss(14 ) ~~on sale of securities~~ (~~16,272~~9 ) ~~2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433~~ Other income ~~378,220 560,961 558,412 Total noninterest~~ (expense), net 95 (12 ) Loss from operations before income 4,351,101 4,270,524 5,159,582 Noninterest Expense Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (~~benefit~~6,419 ) ~~523,570~~ (~~199,500~~5,349 ) ~~531,480~~ Income tax expense - (7 ) Net ~~income~~ loss $ ~~1,516,591~~ (6,419 ) $ ~~253,331 $ 1,559,819~~ (5,356 ) Net ~~income~~ loss per ~~common~~ share - Basic ~~$ 0.22 $ 0.04 $ 0.22~~ and Diluted $ ~~0.21~~ (1.12 ) $ ~~0.03 $ 0.21~~ (0.93 ) Weighted average shares outstanding ~~Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338~~ used in computing basic and diluted net loss per share 5,709 5,756 The accompanying notes are an integral part of ~~the consolidated financial statements~~these Consolidated Financial Statements. ~~2005 Annual Report to Shareholders Page 8 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES~~ LOOKSMART GROUP, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~INCOME Years~~ LOSS (In thousands) Year Ended December 31, ~~2005, 2004 and 2003 2005 2004 2003~~ 2014 2013 Net ~~Income $1,516,591~~ loss $ ~~253,331 $1,559,819~~ (6,419 ) $ (5,356 ) Other comprehensive income (loss): ~~Unrealized gains~~ Foreign currency translation adjustments (~~losses) on available for sale securities (761,273~~177 ) (~~251,972~~108 ) Unrealized loss on investments (~~204,209~~93 ) ~~Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized~~ - Change in ~~net income 16,272 (2,373) (128,845) Related tax effect (6,273) 915 38,113 Total~~ accumulated other comprehensive loss (~~457,774~~270 ) (~~156,285) (234,534~~108 ) Comprehensive ~~income $1,058,817~~ loss $ ~~97,046 $1,325,285~~ (6,689 ) $ (5,464 ) The accompanying notes are an integral part of ~~the consolidated financial statements~~these Consolidated Financial Statements. ~~2005 Annual Report~~ LOOKSMART GROUP, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands) Accumulated Additional Other Total Common Stock Paid-in Comprehensive Accumulated Treasury Stock Stockholder’s Shares Amount Capital Gain (Loss) Deficit Shares Amount Equity Balance at December 31, 2012 5,768 $ 17 $ 262,463 $ (46 ) $ (247,660 ) (19 ) $ (48 ) $ 14,726 Common stock issued for employee stock purchase plan 1 - 1 - - - - 1 Stock-based compensation - - 38 - - - - 38 Treasury stock at cost - - - - - (13 ) (26 ) (26 ) Changes in accumulated other comprehensive loss - - - (108 ) - - - (108 ) Net loss - - - - (5,356 ) - - (5,356 ) Balance at December 31, 2013 5,769 $ 17 $ 262,502 $ (154 ) $ (253,016 ) (32 ) $ (74 ) $ 9,275 Stock-based compensation - - 6 - - - - 6 Treasury stock at cost - - - - - (98 ) (175 ) (175 ) Changes in accumulated other comprehensive loss - - - (270 ) - - - (270 ) Net loss - - - - (6,419 ) - - (6,419 ) Balance at December 31, 2014 5,769 $ 17 $ 262,508 $ (424 ) $ (259,435 ) (130 ) $ (249 ) $ 2,417 The accompanying notes are an integral part of these Consolidated Financial Statements. LOOKSMART GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2014 2013 Cash flows from operating activities: Net loss $ (6,419 ) $ (5,356 ) Adjustment to ~~Shareholders Page~~ reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,316 500 Provision for doubtful accounts 55 (20 ) Share-based compensation 6 38 Other non-cash charges 210 42 Deferred rent (164 ) 9 Deferred lease incentive 77 77 Restructuring charge 30 40 Changes in operating assets and liabilities: Trade accounts receivable 296 1,469 Prepaid expenses and other current assets 423 (667 ) Trade accounts payable 132 (688 ) Accrued liabilities (37 ) (874 ) Deferred revenue and customer deposits 16 (145 ) Net cash used in operating activities (4,059 ) (5,575 ) Cash flows from investing activities: Purchase of ~~58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES~~investments (76 ) (7,928 ) Proceeds from sale of investments 3,202 14,136 Payments for property and equipment (1,026 ) (3,953 ) Net cash provided by investing activities 2,100 2,255 Cash flows from financing activities: Principal payments of capital lease obligations (173 ) (110 ) Proceeds from issuance of common stock - 1 Payments for repurchase of common stock (175 ) (26 ) Net cash used in financing activities (348 ) (135 ) Effect of exchange rate changes on cash and cash equivalents (177 ) (108 ) Decrease in cash and cash equivalents (2,484 ) (3,563 ) Cash and cash equivalents, beginning of period 2,789 6,352 Cash and cash equivalents, end of period $ 305 $ 2,789 Supplemental disclosure of cash flow information: Interest paid $ 14 $ 9 Income taxes paid $ - $ 7 Supplemental disclosure of noncash activities: Assets acquired through capital lease obligations $ 164 $ - Change in unrealized gain (loss) on investments $ (93 ) $ - The accompanying notes are an integral part of these Consolidated Financial Statements. LOOKSMART GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Appears in 1 contract

Samples: Looksmart LTD

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the ~~Shareholders and~~ Board of Directors ~~Uwharrie Capital Corp Albemarle, North Carolina~~ and Stockholders of Duke Energy Corporation: We have audited the accompanying consolidated balance sheets of ~~Uwharrie Capital Corp~~ Duke Energy Corporation and ~~Subsidiaries~~ subsidiaries (~~the “Company”~~Duke Energy) as of December 31, 2005 and 2004, and the related consolidated statements of ~~income~~operations, common stockholders’ equity, and comprehensive ~~income~~income (loss), ~~changes in shareholders’ equity~~ and cash flows for each of the three years in the ~~three-year~~ period ended December 31, 2005. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of ~~the Company~~Duke Energy’s management. Our responsibility is to express an opinion on ~~these~~ the financial statements and financial statement schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included 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, . An audit also includes 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~~ such consolidated financial statements ~~referred to above~~ present fairly, in all material respects, the financial position of ~~Uwharrie Capital Corp and Subsidiaries as of~~ Duke Energy at December 31, 2005 and 2004, and the results of ~~their~~ its operations and ~~their~~ its cash flows for each of the three years in the ~~three-year~~ period ended December 31, ~~2005~~ 2005, in conformity with accounting principles generally accepted in the United States of America. ~~Raleigh~~Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. As discussed in Note 1, Duke Energy adopted the provisions of Statement of Financial Accounting Standards No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities,” as of July 1, 2003. As discussed in Note 1, Duke Energy adopted the provisions of Emerging Issues Task Force No. 02-3, “Accounting for Contracts Involved in Energy Trading and Risk Management Activities,” as of January 1, 2003. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Duke Energy’s internal control over financial reporting as of December 31, 2005, based on the criteria established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission and our report dated March 3, 2006 expressed an unqualified opinion on management’s assessment of the effectiveness of Duke Energy’s internal control over financial reporting and an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. DELOITTE & TOUCHE LLP Charlotte, North Carolina March 103, 2006 (December 8, 2006 as to the segment change described in Note 3 and the references to subsequent events in Note 24) DUKE ENERGY CORPORATION Consolidated Statements of Operations (In millions, except per-share amounts) Years Ended December 31, 2005 ~~Annual Report~~ 2004 2003 Operating Revenues Non-regulated electric, natural gas, natural gas liquids, and other $ 7,661 $ 12,232 $ 10,088 Regulated electric 5,406 5,041 4,851 Regulated natural gas and natural gas liquids 3,679 3,276 3,082 Total operating revenues 16,746 20,549 18,021 Operating Expenses Natural gas and petroleum products purchased 6,279 10,156 8,479 Operation, maintenance and other 3,553 3,317 3,496 Fuel used in electric generation and purchased power 1,584 1,576 1,465 Depreciation and amortization 1,728 1,750 1,675 Property and other taxes 571 513 499 Impairments and other charges 140 64 1,219 Impairment of goodwill — — 254 Total operating expenses 13,855 17,376 17,087 Gains on Sales of Investments in Commercial and Multi-Family Real Estate 191 192 84 Gains (Losses) on Sales of Other Assets, net 534 (404 ) (199 ) Operating Income 3,616 2,961 819 Other Income and Expenses Equity in earnings of unconsolidated affiliates 479 161 123 Gains (Losses) on sales and impairments of equity method investments 1,225 (4 ) 279 Other income and expenses, net 96 148 148 Total other income and expenses 1,800 305 550 Interest Expense 1,062 1,281 1,330 Minority Interest Expense 538 200 62 Earnings (Loss) From Continuing Operations Before Income Taxes 3,816 1,785 (23 ) Income Tax Expense (Benefit) from Continuing Operations 1,283 533 (94 ) Income From Continuing Operations 2,533 1,252 71 (Loss) Income From Discontinued Operations, net of tax (705 ) 238 (1,232 ) Income (Loss) Before Cumulative Effect of Change in Accounting Principle 1,828 1,490 (1,161 ) Cumulative Effect of Change in Accounting Principle, net of tax and minority interest (4 ) — (162 ) Net Income (Loss) 1,824 1,490 (1,323 ) Dividends and Premiums on Redemption of Preferred and Preference Stock 12 9 15 Earnings (Loss) Available For Common Stockholders $ 1,812 $ 1,481 $ (1,338 ) Common Stock Data Weighted-average shares outstanding Basic 934 931 903 Diluted 970 966 904 Earnings per share (from continuing operations) Basic $ 2.69 $ 1.33 $ 0.06 Diluted $ 2.61 $ 1.29 $ 0.06 (Loss) Earnings per share (from discontinued operations) Basic $ (0.75 ) $ 0.26 $ (1.36 ) Diluted $ (0.73 ) $ 0.25 $ (1.36 ) Earnings (Loss) per share (before cumulative effect of change in accounting principle) Basic $ 1.94 $ 1.59 $ (1.30 ) Diluted $ 1.88 $ 1.54 $ (1.30 ) Earnings (Loss) per share Basic $ 1.94 $ 1.59 $ (1.48 ) Diluted $ 1.88 $ 1.54 $ (1.48 ) Dividends per share $ 1.17 $ 1.10 $ 1.10 See Notes to ~~Shareholders Page 6~~ Consolidated Financial Statements DUKE ENERGY CORPORATION Consolidated Balance Sheets (In millions) December 31, 2005 2004 ASSETS Current Assets Cash and cash equivalents $ 511 $ 533 Short-term investments 632 1,319 Receivables (net of ~~58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS~~ allowance for doubtful accounts of $127 at December 31, 2005 and ~~2004~~ $135 at December 31, 2004) 2,580 3,184 Inventory 863 942 Assets held for sale 1,528 40 Unrealized gains on mark-to-market and hedging transactions 87 962 Other 1,756 938 Total current assets 7,957 7,918 Investments and Other Assets Investments in unconsolidated affiliates 1,933 1,292 Nuclear decommissioning trust funds 1,504 1,374 Goodwill 3,775 4,148 Notes receivable 138 232 Unrealized gains on mark-to-market and hedging transactions 62 1,379 Assets held for sale 3,597 84 Investments in residential, commercial and multi-family real estate (net of accumulated depreciation of $17 at December 31, 2005 and $15 at December 31, 2004) 1,281 1,128 Other 2,743 1,949 Total investments and other assets 15,033 11,586 Property, Plant and Equipment Cost 40,574 46,806 Less accumulated depreciation and amortization 11,374 13,000 Net property, plant and equipment 29,200 33,806 Regulatory Assets and Deferred Debits Deferred debt expense 269 297 Regulatory assets related to income taxes 1,338 1,269 Other 926 894 Total regulatory assets and deferred debits 2,533 2,460 Total Assets $ 54,723 $ 55,770 See Notes to Consolidated Financial Statements DUKE ENERGY CORPORATION Consolidated Balance Sheets—(Continued) (In millions) December 31, 2005 2004 ~~ASSETS Cash~~ LIABILITIES AND COMMON STOCKHOLDERS' EQUITY Current Liabilities Accounts payable $ 2,431 $ 2,414 Notes payable and ~~due from banks $ 11,438,743 $ 11,449,899 Interest-earning deposits~~ commercial paper 83 68 Taxes accrued 327 273 Interest accrued 230 287 Liabilities associated with ~~banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available~~ assets held for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other assets 4,125,663 4,649,868 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits: Demand noninterest-bearing $ 47,279,515 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Shortsale 1,488 30 Current maturities of long-term ~~borrowed funds 7,903,628 11,062,392~~ debt 1,400 1,832 Unrealized losses on mark-to-market and hedging transactions 204 819 Other 2,255 1,779 Total current liabilities 8,418 7,502 Long-term ~~debt 39,103,025 42,734,057 Interest payable 368,850 301,930~~ Debt 14,547 16,932 Deferred Credits and Other Liabilities Deferred income taxes 5,253 5,228 Investment tax credit 144 154 Unrealized losses on mark-to-market and hedging transactions 10 971 Liabilities associated with assets held for sale 2,085 14 Asset retirement obligations 2,058 1,926 Other 5,020 4,982 Total deferred credits and other liabilities ~~1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments~~ 14,570 13,275 Commitments and ~~contingencies (Note 11) SHAREHOLDERS’ EQUITY~~ Contingencies Minority Interests 749 1,486 Preferred and preference stock without sinking fund requirements — 134 Common Stockholders' Equity Common stock, ~~$1.25 par value: 20,000,000~~ no par, 2 billion shares authorized; 928 million and 957 million shares ~~issued~~ outstanding at December 31, 2005 and ~~outstanding 7,138,686 and 7,057,755 shares~~December 31, 2004, respectively ~~8,923,357 8,822,194 Additional paid-in capital 12,409,663 12,043,348 Unearned ESOP compensation (914,088) (964,935) Undivided profits 6,705,568 6,469,142~~ 10,388 11,252 Retained earnings 5,335 4,539 Accumulated other comprehensive income ~~328,276 786,050~~ 716 650 Total ~~shareholders’~~ common stockholders' equity ~~27,452,776 27,155,799~~ 16,439 16,441 Total ~~liabilities~~ Liabilities and ~~shareholders’ equity $350,189,865 $329,261,995 The accompanying notes are an integral part~~ Common Stockholders' Equity $ 54,723 $ 55,770 See Notes to Consolidated Financial Statements DUKE ENERGY CORPORATION Consolidated Statements of ~~the consolidated financial statements 2005 Annual Report to Shareholders Page 7 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME~~ Cash Flows (In millions) Years Ended December 31, ~~2005, 2004 and 2003~~ 2005 2004 2003 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 1,824 $ 1,490 $ (1,323 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization (including amortization of nuclear fuel) 1,884 2,037 1,987 Cumulative effect of change in accounting principle 4 — 162 Gains on sales of investments in commercial and multi-family real estate (191 ) (201 ) (103 ) Gains on sales of equity investments and other assets (1,646 ) (193 ) (86 ) Impairment charges 36 194 3,495 Deferred income taxes 282 867 (534 ) Minority Interest ~~Income Loans~~538 195 61 Equity in earnings of unconsolidated affiliates (479 ) (161 ) (123 ) Purchased capacity levelization (14 ) 92 194 Contribution to company-sponsored pension plans (45 ) (279 ) (194 ) (Increase) decrease in Net realized and unrealized mark-to-market and hedging transactions 468 216 (15 ) Receivables (255 ) (231 ) 1,188 Inventory (80 ) (48 ) (30 ) Other current assets (944 ) (33 ) (104 ) Increase (decrease) in Accounts payable 81 (5 ) (1,047 ) Taxes accrued 53 188 (168 ) Other current liabilities 622 91 70 Capital expenditures for residential real estate (355 ) (322 ) (196 ) Cost of residential real estate sold 294 268 167 Other, ~~including fees $17,445,375 $14,468,077 $13,293,773~~ assets 191 (155 ) (162 ) Other, liabilities 533 158 165 Net cash provided by operating activities 2,801 4,168 3,404 CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (2,309 ) (2,161 ) (2,260 ) Investment ~~securities~~expenditures, net of refund (43 ) (46 ) (153 ) Acquisitions, net of cash acquired (294 ) — — Purchases of available-for-sale securities (41,073 ) (65,929 ) (40,451 ) Proceeds from sales and maturities of available-for-sale securities 40,887 65,098 40,004 Net proceeds from the sales of and distributions from equity investments and other assets, and sales of and collections on notes receivable 2,375 1,619 1,976 Proceeds from the sales of commercial and multi-family real estate 372 606 314 Settlement of net investment xxxxxx and other investing derivatives (321 ) — — Distributions from equity investments 383 — — Other (86 ) 20 (106 ) Net cash used in investing activities (109 ) (793 ) (676 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from the: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Interest Expense Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 ShortIssuance of long-term ~~borrowed funds 238,533 83,764 147,417~~ debt 543 153 3,009 Issuance of common stock and common stock related to employee benefit plans 41 1,704 277 Payments for the redemption of: Long-term debt ~~1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956~~ (1,346 ) (3,646 ) (2,849 ) Preferred stock of a subsidiary — (176 ) (38 ) Preferred and preference stock (134 ) — — Guaranteed preferred beneficial interests in subordinated notes — — (250 ) Notes payable and commercial paper 165 (67 ) (1,702 ) Distributions to minority interests (861 ) (1,477 ) (2,508 ) Contributions from minority interests 779 1,277 2,432 Dividends paid (1,105 ) (1,065 ) (1,051 ) Repurchase of common shares (933 ) — — Proceeds from Duke Energy Income Fund 110 — — Other 24 19 23 Net ~~interest~~ cash used in financing activities (2,717 ) (3,278 ) (2,657 ) Changes in cash and cash equivalents included in assets held for sale 3 39 (55 ) Net (decrease) increase in cash and cash equivalents (22 ) 136 16 Cash and cash equivalents at beginning of period 533 397 381 Cash and cash equivalents at end of period $ 511 $ 533 $ 397 Supplemental Disclosures Xxxx paid for interest, net of amount capitalized $ 1,089 $ 1,323 $ 1,324 Cash paid (refunded) for income ~~12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000~~ taxes $ 546 $ (339 ) $ (18 ) Significant non-cash transactions: Transfer of DEFS Canadian facilities $ 97 $ — $ — AFUDC—equity component $ 30 $ 25 $ 74 Conversion of convertible notes to stock $ 28 $ — $ — Debt retired in connection with disposition of businesses $ — $ 840 $ 387 Note receivable from sale of southeastern plants $ — $ 48 $ — Remarketing of senior notes $ — $ 1,625 $ — See Notes to Consolidated Financial Statements DUKE ENERGY CORPORATION Consolidated Statements of Common Stockholders' Equity and Comprehensive Income (Loss) (In millions) Accumulated Other Comprehensive Income (Loss) Common Stock Shares Common Stock Retained Earnings Foreign Currency Adjustments Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Noninterest Income Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(lossGains (Losses) on ~~sale of securities~~ Cash Flow Xxxxxx Minimum Pension Liability Adjustment Other Total Balance December 31, 2002 895 $ 9,236 $ 6,417 $ (~~16,272~~647 ) ~~2,373 128,845 Income~~ $ 422 $ (484 ) $ — $ 14,944 Net loss — — (1,323 ) — — — — (1,323 ) Other Comprehensive Loss Reclassification into earnings from ~~mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412~~ cash flow xxxxxx(c) — — — — (240 ) — — (240 ) Total ~~noninterest income 4,351,101 4,270,524 5,159,582 Noninterest Expense Salaries~~ comprehensive loss (445 ) Dividend reinvestment and employee benefits ~~8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118~~ 16 283 (6 ) — — — — 277 Common stock dividends — — (993 ) — — — — (993 ) Other ~~noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes~~ capital stock transactions, net — — (~~benefit~~20 ) ~~523,570~~ — — — — (~~199,500~~20 ) 531,480 Net income $ 1,516,591 $ 253,331 $ 1,559,819 Net income per common share Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Weighted average shares outstanding Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 8 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years Ended Balance December 31, ~~2005~~2003 911 $ 9,519 $ 4,060 $ 315 $ 298 $ (444 ) $ — $ 13,748 Other Comprehensive Income Foreign currency translation adjustments — — — 279 — — — 279 Reclassification into earnings from cash flow xxxxxx(c) — — — — (83 ) — — (83 ) Total comprehensive income 1,971 Dividend reinvestment and employee benefits 5 108 20 — — — — 128 Equity offering 41 1,625 — — — — — 1,625 Other capital stock transactions, net — — (4 ) — — — — (4 ) Balance December 31, 2004 ~~and 2003 2005 2004 2003~~ 957 $ 11,252 $ 4,539 $ 540 $ 526 $ (416 ) $ — $ 16,441 Other Comprehensive Income Foreign currency translation adjustments — — — 306 — — — 306 Net ~~Income $1,516,591 $ 253,331 $1,559,819 Other~~ unrealized gains on cash flow xxxxxx(b) — — — — 413 — — 413 Reclassification into earnings from cash flow xxxxxx(c) — — — — (1,026 ) — — (1,026 ) Minimum pension liability adjustment (d) — — — — — 356 — 356 Total comprehensive income 1,890 Dividend reinvestment and employee benefits 3 41 44 — — — — 85 Stock repurchase (~~loss): Unrealized gains (losses) on available for sale securities (761,273~~33 ) (~~251,972~~933 ) — — — — — (~~204,209~~933 ) ~~Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains~~Common stock dividends — — (1,093 ) ~~recognized in net income 16,272~~ — — — — (~~2,373~~1,093 ) Balance December 31, 2005 928 $ 10,388 $ 5,335 $ 846 $ (~~128,845~~87 ) ~~Related tax effect~~ $ (~~6,273~~60 ) ~~915 38,113 Total other comprehensive loss (457,774) (156,285) (234,534) Comprehensive income $1,058,817~~ $ ~~97,046 $1,325,285 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 9 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES~~17 $ 16,439

Appears in 1 contract

Samples: Duke Energy CORP

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the ~~Shareholders~~ Partners of MPLX LP and the Board of Directors ~~Uwharrie Capital Corp Albemarle~~of MPLX GP LLC In our opinion, ~~North Carolina We have audited~~ the accompanying consolidated balance sheets ~~of Uwharrie Capital Corp and Subsidiaries (the “Company”) as of December 31, 2005 and 2004,~~ and the related consolidated statements of income, ~~comprehensive income, changes in shareholders’~~ of equity and of cash flows present fairly, in all material respects, the financial position of MPLX LP and its subsidiaries at December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the ~~three-year~~ period ended December 31, ~~2005~~2016 in conformity with accounting principles generally accepted in the United States of America. ~~These~~ Also in our opinion, the Company maintained, in all material respects, effective internal control over financial ~~statements are~~ reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the ~~responsibility~~ Committee of Sponsoring Organizations of the Xxxxxxxx Commission (COSO). The Company~~’s management~~'s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express ~~an opinion~~ opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the ~~audit~~ audits to obtain reasonable assurance about whether the financial statements are free of material ~~misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of~~ misstatement and whether effective internal control over financial reporting ~~as a basis for designing audit procedures that are appropriate~~ was maintained in ~~the circumstances, but not for the purpose of expressing an opinion on the effectiveness~~ all material respects. Our audits of the ~~Company’s internal control over~~ financial ~~reporting. Accordingly, we express no such opinion. An audit also includes~~ statements included 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~~ and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our ~~opinion~~opinions. ~~In our opinion~~A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. On March 1, 2017, the Company acquired Xxxxxx Street Transportation LLC, Woodhaven Cavern LLC and MPLX Terminals LLC in a transaction between entities under common control. The consolidated financial statements referred to above ~~present fairly~~have been retrospectively adjusted to include these entities as if the transaction had been consummated as of April 1, ~~in all material respects~~2016 for MPLX Terminals LLC and as of January 1, 2015 for Xxxxxx Street Transportation LLC and Woodhaven Cavern LLC. The controls of these entities were not a part of the Company’s internal control over financial ~~position of Uwharrie Capital Corp and Subsidiaries~~ reporting as of December 31, ~~2005 and 2004~~2016. Accordingly, ~~and~~ the ~~results~~ controls operated at these entities were not included in either management’s assessment of ~~their operations and their cash flows for each~~ internal control over financial reporting or our audit of the ~~years in~~ Company’s internal control over financial reporting. These entities are wholly-owned subsidiaries whose total assets and total revenues and other income represent 5% and 15%, respectively, of the ~~three-~~related consolidated financial statement amounts as of and for the year ~~period~~ ended December 31, ~~2005 in conformity~~ 2016. /s/PricewaterhouseCoopers LLP Toledo, Ohio February 24, 2017, except with ~~accounting principles generally accepted in the United States of America. Raleigh, North Carolina March 10, 2006 2005 Annual Report~~ respect to Shareholders Page 6 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2005 and 2004 2005 2004 ASSETS Cash and due from banks $ 11,438,743 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses (4,482,304) (4,982,891) Net loans 271,713,571 258,755,381 Premises and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other assets 4,125,663 4,649,868 Total assets $350,189,865 $329,261,995 LIABILITIES Deposits: Demand noninterest-bearing $ 47,279,515 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies (Note 11) SHAREHOLDERS’ EQUITY Common stock, $1.25 par value: 20,000,000 shares authorized; shares issued and outstanding 7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194 Additional paid-in capital 12,409,663 12,043,348 Unearned ESOP compensation (914,088) (964,935) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050 Total shareholders’ equity 27,452,776 27,155,799 Total liabilities and shareholders’ equity $350,189,865 $329,261,995 The accompanying notes are an integral part of our opinion on the consolidated financial statements ~~2005 Annual Report~~ insofar as it relates to ~~Shareholders Page 7~~ the effects of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Years Ended December 31, 2005, 2004 and 2003 2005 2004 2003 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Interest Expense Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Noninterest Income Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Noninterest Expense Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (benefit) 523,570 (199,500) 531,480 Net income $ 1,516,591 $ 253,331 $ 1,559,819 Net income per common share Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Weighted average shares outstanding Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part of the transaction discussed in Note 4 to the consolidated financial ~~statements. 2005 Annual~~ statements and the matter described in the second paragraph of Management’s Report on Internal Control over Financial Reporting, as to ~~Shareholders Page 8 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years Ended December 31~~which the date is May 1, 2005, 2004 and 2003 2005 2004 2003 Net Income $1,516,591 $ 253,331 $1,559,819 Other comprehensive income (loss): Unrealized gains (losses) on available for sale securities (761,273) (251,972) (204,209) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized in net income 16,272 (2,373) (128,845) Related tax effect (6,273) 915 38,113 Total other comprehensive loss (457,774) (156,285) (234,534) Comprehensive income $1,058,817 $ 97,046 $1,325,285 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 9 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES2017

Appears in 1 contract

Samples: Explanatory Note (MPLX Lp)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the ~~Shareholders~~ Partners of MPLX LP and the Board of Directors ~~Uwharrie Capital Corp Albemarle~~of MPLX GP LLC In our opinion, ~~North Carolina We have audited~~ the accompanying combined consolidated balance sheets ~~of Uwharrie Capital Corp and Subsidiaries (the “Company”) as of December 31, 2005 and 2004,~~ and the related combined consolidated statements of income, ~~comprehensive income, changes in shareholders’~~ of equity and of cash flows present fairly, in all material respects, the financial position of MPLX LP and its subsidiaries at December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the ~~three-year~~ period ended December 31, ~~2005~~2015 in conformity with accounting principles generally accepted in the United States of America. ~~These~~ Also in our opinion, the Company maintained, in all material respects, effective internal control over financial ~~statements are~~ reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the ~~responsibility~~ Committee of Sponsoring Organizations of the Xxxxxxxx Commission (COSO). The Company~~’s management~~'s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express ~~an opinion~~ opinions on these financial statements and on the Company's internal control over financial reporting based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the ~~audit~~ audits to obtain reasonable assurance about whether the financial statements are free of material ~~misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of~~ misstatement and whether effective internal control over financial reporting ~~as a basis for designing audit procedures that are appropriate~~ was maintained in ~~the circumstances, but not for the purpose of expressing an opinion on the effectiveness~~ all material respects. Our audits of the ~~Company’s internal control over~~ financial ~~reporting. Accordingly, we express no such opinion. An audit also includes~~ statements included 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~~ and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our ~~opinion~~opinions. In A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As described in Management’s Report on Internal Control over Financial Reporting, management has excluded MarkWest from the Company’s assessment of internal control over financial reporting as of December 31, 2015 as it was acquired by the Company in a business combination on December 4, 2015. We have also excluded MarkWest from our ~~opinion~~audit of internal control over financial reporting. MarkWest represents approximately 70% of combined consolidated total assets as of December 31, 2015 and 13% of combined consolidated total revenues and other income for the year ended December 31, 2015. On March 31, 2016, the Company acquired Xxxxxx Street Marine LLC (“HSM”) in a transaction between entities under common control. The combined consolidated financial statements referred to above ~~present fairly~~have been retrospectively adjusted to include HSM as if the transaction had been consummated as of January 1, ~~in all material respects,~~ 2013. The controls of HSM were not a part of the Company’s internal control over financial ~~position of Uwharrie Capital Corp and Subsidiaries~~ reporting as of December 31, ~~2005 and 2004~~2015. Accordingly, ~~and~~ the ~~results~~ controls operated at HSM were not included in either management’s assessment of ~~their operations and their cash flows for each~~ internal control over financial reporting or our audit of the ~~years in~~ Company’s internal control over financial reporting. HSM is a wholly-owned subsidiary whose total assets and total revenues and other income represent 3% and 27%, respectively, of the ~~three-~~related combined consolidated financial statement amounts as of and for the year ~~period~~ ended December 31, ~~2005~~ 2015. /s/PricewaterhouseCoopers LLP Toledo, Ohio February 26, 2016, except with respect to our opinion on the combined consolidated financial statements insofar as it relates to the effects of the transaction discussed in ~~conformity with accounting principles generally accepted~~ Note 4 to the combined consolidated financial statements and the matter described in the ~~United States~~ third paragraph of ~~America. Raleigh~~Management’s Report on Internal Control over Financial Reporting, ~~North Carolina March 10~~as to which the date is May 2, ~~2006 2005 Annual Report~~ 2016 MPLX LP Combined Consolidated Statements of Income (In millions, except per unit data) 2015 2014 2013 Revenues and other income: Service revenue $ 130 $ 70 $ 79 Service revenue - related parties 593 662 586 Rental income 20 — — Rental income - related parties 101 15 15 Product sales 36 — — Product sales - related parties 1 — — Other income 9 6 5 Other income - related parties 71 40 28 Total revenues and other income 961 793 713 Costs and expenses: Cost of revenues (excludes items below) 225 228 200 Purchased product costs 20 — — Rental cost of sales 5 1 1 Purchases - related parties 166 153 151 Depreciation and amortization 116 75 70 General and administrative expenses 118 81 69 Other taxes 13 10 9 Total costs and expenses 663 548 500 Income from operations 298 245 213 Income before income taxes 250 240 212 Provision for income taxes 1 1 1 Net income 249 239 211 Less: Net income attributable to ~~Shareholders Page~~ noncontrolling interests 1 57 68 Net income attributable to Predecessor 92 61 65 Net income attributable to MPLX LP 156 121 78 Less: General partner’s interest in net income attributable to MPLX LP 57 6 ~~of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2005 and 2004 2005 2004 ASSETS Cash and due from banks~~ 2 Limited partners’ interest in net income attributable to MPLX LP $ ~~11,438,743~~ 99 $ 11,449,899 Interest-earning deposits with banks 3,729,940 4,024,870 Federal funds sold 6,200,000 4,100,000 Securities available for sale, at fair value 35,015,878 28,523,869 Loans 276,195,875 263,738,272 Less allowance for loan losses 115 $ 76 Per Unit Data (~~4,482,304) (4,982,891~~See Note 7) Net ~~loans 271,713,571 258,755,381 Premises~~ income attributable to MPLX LP per limited partner unit: Common - basic $ 1.23 $ 1.55 $ 1.05 Common - diluted 1.22 1.55 1.05 Subordinated - basic and equipment, net 8,432,296 8,317,497 Interest receivable 1,525,366 1,273,777 Federal Home Loan Bank stock 2,072,200 2,385,300 Bank owned life insurance 4,948,772 4,794,098 Goodwill 987,436 987,436 Other assets 4,125,663 4,649,868 Total assets $350,189,865 $329,261,995 LIABILITIES Depositsdiluted 0.11 1.50 1.01 Weighted average limited partner units outstanding: ~~Demand noninterest-bearing~~ Common - basic 79 37 37 Common - diluted 80 37 37 Subordinated - basic and diluted 18 37 37 Cash distributions declared per limited partner common unit $ ~~47,279,515~~ 1.8200 $ 36,866,146 Interest checking and money market accounts 83,679,745 80,393,133 Savings deposits 36,689,516 39,852,601 Time deposits, $100,000 and over 38,881,451 36,966,834 Other time deposits 67,445,605 52,860,046 Total deposits 273,975,832 246,938,760 Short-term borrowed funds 7,903,628 11,062,392 Long-term debt 39,103,025 42,734,057 Interest payable 368,850 301,930 Other liabilities 1,385,754 1,069,057 Total liabilities 322,737,089 302,106,196 Off balance sheet items, commitments and contingencies (Note 11) SHAREHOLDERS’ EQUITY Common stock, $1.25 par value: 20,000,000 shares authorized; shares issued and outstanding 7,138,686 and 7,057,755 shares, respectively 8,923,357 8,822,194 Additional paid-in capital 12,409,663 12,043,348 Unearned ESOP compensation (914,088) (964,935) Undivided profits 6,705,568 6,469,142 Accumulated other comprehensive income 328,276 786,050 Total shareholders’ equity 27,452,776 27,155,799 Total liabilities and shareholders’ equity $350,189,865 $329,261,995 1.4100 $ 1.1675 The accompanying notes are an integral part of the consolidated financial statements 2005 Annual Report to Shareholders Page 7 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Years Ended December 31, 2005, 2004 and 2003 2005 2004 2003 Interest Income Loans, including fees $17,445,375 $14,468,077 $13,293,773 Investment securities: US Treasury 97,997 101,947 50,104 US Government agencies and corporations 537,184 438,589 412,570 State and political subdivisions 652,828 717,382 729,703 Other 125,127 80,943 84,362 Interest-earning deposits with banks and federal funds sold 302,088 98,985 26,380 Total interest income 19,160,599 15,905,923 14,596,892 Interest Expense Time deposits, $100,000 and over 1,168,441 787,945 648,149 Other interest-bearing deposits 3,304,493 1,888,256 1,849,393 Short-term borrowed funds 238,533 83,764 147,417 Long-term debt 1,918,200 1,974,131 1,960,997 Total interest expense 6,629,667 4,734,096 4,605,956 Net interest income 12,530,932 11,171,827 9,990,936 Provision for loan losses 755,000 2,091,500 593,000 Net interest income after provision for loan losses 11,775,932 9,080,327 9,397,936 Noninterest Income Service charges on deposit accounts 1,706,784 1,435,827 1,347,538 Other service fees and commissions 1,727,955 1,426,481 1,052,354 Gain(loss) on sale of securities (16,272) 2,373 128,845 Income from mortgage loan sales 554,414 844,882 2,072,433 Other income 378,220 560,961 558,412 Total noninterest income 4,351,101 4,270,524 5,159,582 Noninterest Expense Salaries and employee benefits 8,001,849 7,154,708 6,853,200 Net occupancy expense 642,537 640,546 530,726 Equipment expense 639,332 665,458 638,391 Data processing costs 843,514 809,938 805,118 Other noninterest expense 3,959,640 4,026,370 3,638,784 Total noninterest expense 14,086,872 13,297,020 12,466,219 Income before taxes 2,040,161 53,831 2,091,299 Income taxes (benefit) 523,570 (199,500) 531,480 Net income $ 1,516,591 $ 253,331 $ 1,559,819 Net income per common share Basic $ 0.22 $ 0.04 $ 0.22 Diluted $ 0.21 $ 0.03 $ 0.21 Weighted average shares outstanding Basic 7,031,322 7,147,074 7,158,342 Diluted 7,202,692 7,314,407 7,292,338 The accompanying notes are an integral part of the these combined consolidated financial statements. 2005 Annual Report to Shareholders Page 8 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years Ended December 31, 2005, 2004 and 2003 2005 2004 2003 Net Income $1,516,591 $ 253,331 $1,559,819 Other comprehensive income (loss): Unrealized gains (losses) on available for sale securities (761,273) (251,972) (204,209) Related tax effect 293,500 97,145 60,407 Reclassification of losses(gains) recognized in net income 16,272 (2,373) (128,845) Related tax effect (6,273) 915 38,113 Total other comprehensive loss (457,774) (156,285) (234,534) Comprehensive income $1,058,817 $ 97,046 $1,325,285 The accompanying notes are an integral part of the consolidated financial statements. 2005 Annual Report to Shareholders Page 9 of 58 UWHARRIE CAPITAL CORP AND SUBSIDIARIES.

Appears in 1 contract

Samples: Interests Contribution Agreement (MPLX Lp)

Common use of REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Clause in Contracts