annual report - Do it Best Corp.
Transcription
annual report - Do it Best Corp.
ANNUAL REPORT 2014 2014 ANNUAL REPORT PHILOSOPHY Serving others as we would like to be served MISSION Making the best even better® GOAL Helping our members grow FROM THE CHAIRMAN GROWING WITH A COMMITMENT TO SERVICE AND PERFORMANCE. TOM LAMBERTH Chairman of the Board DO IT BEST CORP. CONTINUES TO EXEMPLIFY THE QUALITIES OF A TRUE MEMBERS-FIRST ORGANIZATION. As I conclude my second year as your Chairman of the Board of Directors, I want to say what a tremendous honor it has been to witness the operational excellence that defines this entire organization and the unwavering commitment the team at Do it Best Corp. demonstrates to their mission of making the best even better for their member-owners. In my nine years on the board, I have seen firsthand the countless ways this co-op distinguishes itself and outperforms its competitors. Above all is its determination to maintain a strong financial position, which is the solid foundation that supports sustainable growth for its members. With no long-term debt and the remarkable discipline to maintain the industry’s lowest cost of operations, Do it Best Corp. continues to exemplify the qualities of a true members-first organization. I am extremely proud of the fact that we’ve recorded the 11th consecutive year distributing more than $100 million in rebates to members – representing well over $1 billion in just the last decade. This distinction puts Do it Best Corp. in a class by itself and says volumes about the consistency of performance, regardless of the economic conditions, and the values that guide the co-op year after year. This success can only come through the strong leadership of the executive team and staff of Do it Best Corp. I salute their consistently high level of performance, as well as the close engagement of the Do it Best Corp. Board of Directors. It has been my honor and privilege to work alongside such talented and dedicated individuals. I commend them all for their focus on the challenges we’ve faced as an industry and their steadfast stewardship of the resources you’ve entrusted to them to ensure that your co-op has an eye fixed on the future, making the most of every new opportunity. Leadership strength and continuity are important to the success of every organization, and Do it Best Corp. has an enviably long record of successfully recruiting and retaining senior leaders who are as skilled as they are principled. This past year, we saw a smooth transition in a key role as John Snider, Vice President of Retail Logistics, announced his retirement after 29 years with the company. Thanks to outstanding leadership development and planning, the best candidate was close at hand and ready to step into this role. Tim Miller, our Vice President of Marketing, had previously served as our National Logistics Director and easily transitioned to Vice President of Retail Logistics while we promoted Rich Lynch from Retail Marketing Director to Vice President of Marketing. With a strong team in DO IT BEST CORP. SUPPORTS place, the co-op managed ITS MEMBER-OWNERS WITH significant advancement in two HIGH-QUALITY, FULLYimportant initiatives that have INTEGRATED MARKETING a direct impact on its ability to provide industry-leading MATERIALS SO THEY CAN service to its members. The CHOOSE FOR THEMSELVES first was the construction THE MOST EFFECTIVE of the 550,000-square-foot state-of-the-art retail service WAYS TO REACH THEIR center in Sikeston, Missouri. CUSTOMERS, DRIVE SALES Representing a $34 million AND BUILD LOYALTY. investment, the new RSC is equipped to achieve new levels of efficiency and is primed to support the growth of members across the United States. The second major development was the rollout of an entirely new online member catalog. Built on a more robust, contentrich platform, the new mydoitbestcatalog.com delivers enhanced product search features and a contemporary, intuitive user experience. It’s all designed to help members better serve their customers’ product needs with greater speed and accuracy. members create and build their own local brand that’s bestsuited to their individual markets. Rather than charging high fees for national advertising, Do it Best Corp. supports its member-owners with high-quality, fully-integrated marketing materials so they can choose for themselves the most effective ways to reach their customers, drive sales and build loyalty. Closer to home, I have experienced these same opportunities in our own business. As President and CEO of Russell Lands, the parent company of Russell Building Supply and Russell Do it Centers® of Alabama, we appreciate the flexibility to grow our businesses the way we see fit and to build a strong local brand in the communities we serve. It’s this support for independent entrepreneurs that helped us persevere throughout the recession and position us for growth as the economy improved. It continues to be very important to us that we’re aligned with a co-op that shares our values and the best practices we stress in our own businesses every day. Indeed, Russell Lands’ home center operations stand as a great example of an independent business that has been able to accomplish far more as a member-owner of Do it Best Corp. than we ever could have on our own. Time and again, I hear my fellow members echo this same sentiment as they encourage prospective members to explore how Do it Best Corp. can benefit their businesses as well. I encourage you to read our members’ success stories captured within the pages of this annual report and discover the many ways they leverage our financial strength, retail expertise, proven programs and supply chain excellence to grow and prosper. I thank you for the opportunity to serve on the Board of Directors. As I complete my term of service, I extend to you my good wishes for a successful year to come. Another important way I see our co-op supporting the membership every day is through its commitment to help 5 FROM THE PRESIDENT DRIVEN BY A CLEAR AND STEADY FOCUS ON OUR #1 GOAL... HELPING OUR MEMBERS GROW. BOB TAYLOR President and CEO With the detailed planning and coordination that was essential to opening our new Sikeston, Missouri, retail service center on time and under budget, the incredible efforts to keep members supplied with winter goods during last winter’s Polar Vortex and the uninterrupted and continued focus forward on our key initiatives, this past year demanded an exceptional effort from the Do it Best Corp. team. Once again, their drive, determination and agility ensured our success, and we are now well positioned to capitalize on the opportunities in the year ahead. Housing, oil and gas development, extreme weather and e-commerce drove member activity this past year and are expected to do the same in the year ahead. While our pro-yard members have seen a significant increase in activity, many are still only now returning to their pre-2008 sales level. They are nevertheless very optimistic about the opportunities ahead. Our industrial-commercial InCom® members enjoyed an exceptional year on top of last year’s strong performance, up 16%, paced by strong growth among our online e-tailer members. And, our international membership continues to grow, with operations now in 53 countries, and sales up 7.3%. Gross sales for the year finished up 2.63%. Lumber led the way, up 6.21%, and that’s on the back of a pricingdriven 32% increase last year. Direct shipments were ahead slightly, up 0.22%, while RSC sales grew by 3.76%. That RSC increase is our largest bump in a 52-week year since 2006! It was a strong overall sales effort that could have been even better if the spring weather had been a bit more cooperative. Continued close discipline helped us hold total operating expenses for the year at just 2.05% after inventory capitalization, enabling another strong profit year for Do it Best Corp., and a year-end rebate to members of $115.4 million. This is our eleventh consecutive year with a rebate above $100 million…that’s over $1 billion returned to members in just the last decade! Classic enhanced rebate members will receive an average 12.25% rebate on their regular warehouse purchases, while Vision enhanced rebate members will receive an average 6.67% regular THIS IS OUR ELEVENTH warehouse rebate. CONSECUTIVE YEAR WITH A REBATE ABOVE The consistency and dependability of those rebates $100 MILLION. provide Do it Best Corp. members across the country and around the world an important “second profit” to help fuel the development of new stores or the expansion and remodeling of existing ones. And, with the addition of our new RSC/VIP! (Volume Incentive Program) members can now earn an additional 3% incentive on their year-over-year increase in warehouse purchases, fueling additional growth and development. Judging from the record number of projects initiated this past year, members are increasingly confident in the housing market and the activity at retail, and are eager to better position their operations for that opportunity. With the strong support of our Retail Performance team at Do it Best Corp., our members have quick and ready access to both the programs and the expertise to ensure their project is a success. Programs like RetailSTART!® and RetailPLUS!® provide members with access to market and site analysis, inventory discounts and dating programs, merchandising assistance and professional project management at every step along the way. And, our Signature™ Store Design program continues to provide the very best in both retail and pro-yard development, with a design team that works closely with each member to match our efforts to the needs of their operation and their community. With the option of a Fully-Branded, Co-Branded or Member-Branded approach, we help our members accent their unique strengths and build their brand in their local community. The results are impressive, driving an average 17% increase in sales. As you’ll see from the stories in this year’s report, Do it Best Corp. is fortunate to enjoy a broad diversity of operations among its membership, everything from hardware stores to pro lumberyards, from single locations to multi-site operations, and from InCom and online-only merchants to international members. That demands that every program, every service and every solution we offer must be both flexible and scalable in order to meet the differing needs of the members and the markets they serve. And, that offering is importantly presented without mandates, but rather in a menu-driven format so that members can select and pay for only those programs that are a fit for their business. It keeps our team focused on developing the very best offerings possible in order to earn that support. The exceptionally strong marketing and promotional tools available to Do it Best Corp. members are a great example of that important flexibility and scalability. It’s about matching the message with the member and effectively targeting their customer base. Our comprehensive ADpakSM advertising program provides all the tools, including monthly circulars that members can plan online through our OASIS program, up to and including full customization. The Spring and Fall Catalogs help members present a broad product offering and are also supported by a $1,000 customer shopping spree at each participating member location. Specialty catalogs target key business segments like Farm & Ranch, Home Décor and Outdoor Living. And, our Best RewardsSM loyalty program helps members build an even stronger, one-to-one connection with their very best customers. With 67,000 items available through distribution, over 1,400 no-adder vendor drop ship programs and our global sourcing initiatives with two offices in China, Do it Best Corp. members have access to an incredible array of products at very competitive prices. And, with over 1,900 planograms available across hundreds of categories, our merchandising team helps members effectively match their assortment to their market. We take that one step further with our Category Solutions program which provides Do it Best Corp. members with significant discounts and dating on key merchandise assortments throughout their store. The program also includes an automated alert system for members whenever an item is deleted from or added to one of their Category Solutions assortments. To date, over 27,000 of these merchandise planograms have been placed in member stores, making it one of our most successful offerings ever. Member support is also rapidly growing among our private-branded offerings Home Impressions and Steel Pro, as well as with our exclusively licensed line of Channellock® products where activity climbed 26% this past year. And, to help members add even more punch to their promotional efforts, we introduced a monthly PriceBusters promotion this year to provide members with timely access to popular product offerings at deeply discounted, traffic driving prices. Getting products out to our over 3,800 member locations each week, on time and with a high fill rate is core to our operations at Do it Best Corp. We invested significantly in our supply chain this past year with the opening of our new Sikeston retail service center. This state-of-the-art 550,000-square-foot facility features voice-picking and a new ASRS (automated storage and retrieval system) high density module that automates the processing for 5,000 items. With a great team effort, the center opened on time and under budget, with a first day fill rate of over 98%. Our yearlong fill rate finished at 96.7% across all of our eight RSCs, down just slightly due to the exceptional demand for winter product. In fact, over 44.5 million pounds of ice melt, or more than 1,000 truckloads, were shipped to Do it Best Corp. members through distribution. That was supplemented by another 12 tons or 535 truckloads that were drop shipped directly to members from our vendors. That effort helped Do it Best Corp. members stay in stock when others were not, providing important support to their communities in a critical time of need. The other logistical impact point this past year was the rapid growth in our small parcel shipments, up 30% with the continued growth in online sales. We expect that strong pace to continue in the year ahead. With their tremendous contributions across all divisions of the company, it comes as little surprise that the IT crew at Do it Best Corp. was recognized by Information Week magazine in their Top 100 companies list, well ahead of such notables as GM, Procter & Gamble and even Verizon Wireless. Our team’s ability to advance technology through innovation, including earning our first ever patent, helped us secure an admirable #62 spot. We continue to invest significantly in our IT infrastructure and in new mobile technologies to keep our members connected with the information they need, when and where they need it. That included the launch this year of our newest online product catalog, mydoitbestcatalog.com. It’s been improved at every touch FOR NEARLY SEVENTY point. It’s faster, cleaner and it gets YEARS THEY HAVE members what they want most – quick results for the products DEMONSTRATED they’re searching for. We’ll soon AN UNWAVERING be rolling out a fully-mobile version COMMITMENT TO OUR #1 for tablets and smart phones, so members can take their Do it Best GOAL OF HELPING OUR catalog with them anywhere. MEMBERS GROW. I continue to take great pride in counting myself as a member of the very special team we enjoy at Do it Best Corp. They encourage and support one another, they are invested in their communities, and for nearly seventy years they have demonstrated an unwavering commitment to our #1 Goal of Helping Our Members Grow. You’ll see some wonderful examples of that commitment within the covers of this year’s annual report, and you’ll hear from our independent member-owners how impactful it has been in helping them grow their businesses and achieve their dreams. Working together, we continue to make the best even better. 7 WOODLAND DO IT BEST® HOME & HARDWARE Kelly Rodarmel, Owner Woodland Park, CO Member since 1997 from left to right GENE RODARMEL, Former Owner KELLY RODARMEL, Owner Signature™ Store Design Enhanced traffic flow, signage and added space through Signature Store Design. Signature Store Design offers a flexible, comprehensive approach to help members design the right business for their market. The program incorporates three branding strategies: fully-branded Do it Centers; co-branded Do it Best stores; and member-branded locations. Other Do it Best Corp. programs used: RetailStart!2® Category Solutions ADpakSM IT FEELS GOOD TO KNOW YOUR CO-OP PARTNER CARES ABOUT YOUR BUSINESS AS MUCH AS YOU DO. My father started the company in 1987, and as we’ve expanded over the years, we often encountered limitations to growth in our original location. The store’s floor plan made it awkward to merchandise, and despite several renovations, we were stuck at 11,700 square feet. We serve our mountain community north of Pikes Peak, and competition from the Colorado Springs metro area started to grow closer. We knew we had to make a bold move to keep our customers shopping close to home. The turning point came when I purchased the company from my parents. With the help of the retail specialists at Do it Best Corp., we started to look at potential new locations. We took our time to get it right, collaborating closely with our co-op at every step, and this past February, we opened a completely new store three blocks from our old location that is two-and-a-half times bigger! In developing the new store, we had a number of unique considerations, and the Do it Best Corp. team was invaluable in helping us find solutions. We worked together to overcome exterior signage restrictions in our community and to develop a store layout that takes advantage of our great view of Pikes Peak. Of course, the team also provided merchandise expertise, helping us to expand into a number of new product categories, including farm and ranch, lawn and garden, apparel and much more. We implemented the Signature™ Store Design program with our unique brand front and center, and the result is that with well-organized aisles, plenty of open space and great signage, the store is very shopper-friendly. Our customers are thrilled with what we’ve done, and the proof is in the initial upswing in our numbers: in the first three months, we saw nearly 30% sales increases compared to the same time period in the previous two years. Because ours was a multi-year project, I had the opportunity to really get to know a number of people on the Do it Best Corp. team. I can tell you first-hand that this co-op is truly a family. From the top leadership to the retail experts on the ground, they sincerely care about my success. 8 DO IT BEST CORP. ANNUAL REPORT 2014 9 GILLMAN DO IT BEST® HOME CENTERS Charlie Gillman, Owner Batesville, IN Member since 2002 Do it Best Corp. programs: ADpakSM Best RewardsSM Do it Best Rental Center™ RetailSTART!® Signature™ Store Design Preference Share Redemption DO IT BEST CORP. DOES BUSINESS THE SAME WAY I DO – WITH HONESTY, RESPECT AND A COMMITTED FOCUS ON THE CUSTOMER. My father was a contractor in my hometown of Brookville, Indiana, and he owned a small lumberyard for his own ease of access to materials and wholesale buying. I worked as a designer and contractor for years before I realized the potential of making a retail store out of my father’s lumberyard. That first store really took off, and I think my in-depth knowledge as a builder really helped us become successful. We opened a second store and continued to grow. Looking back, I realize that the co-op we were part of in the beginning never really fit our model. The territory manager from Do it Best Corp. had been talking to us for five years, and six weeks before we were scheduled to open a third store, I decided it was time to act. We cancelled our product orders with the other co-op, and with a lot of help from the Do it Best team and mine, we opened that new location on time as a co-branded Do it Best store, then converted the others over the next few months. We chose to co-brand our stores to leverage our family name, which has been a part of this community for years, as well as the reputation of the Do it Best name. It’s the best of both worlds. For us, it all comes down to serving the customer. We aim to be a full-service hardware store and lumberyard, the one-stop shop for both contractors and do-it-yourselfers. We’re not afraid of the competition because we’re supported by Do it Best Corp. programs that really work. Our co-op team has helped us develop the right brand for our audience across all our stores, and combined with our great customer service, ADpakSM, Best RewardsSM and the Do it Best Rental Center™ programs keep customers coming back. We’ve been Do it Best member-owners for 12 years now. We just opened our seventh location in central Indiana, and construction will start soon on our eighth, which we plan to open next March. I’m proud of the growth we’ve seen, and I know it’s been a whole lot simpler because of the support from Do it Best Corp. 10 DO IT BEST CORP. ANNUAL REPORT 2014 11 TAYLOR’S DO IT CENTERS® Joe Taylor, Owner Greater Virginia Beach, VA Member since 1990 2014 Hardware Retailing Top Gun from left to right JOE TAYLOR & RUSS TAYLOR Do it Best Corp. programs: RetailSTART!® ADpakSM Category Solutions Signature™ Store Design WE’VE CONTINUED TO LOOK FOR GROWTH OPPORTUNITIES THROUGH OUR CO-OP – AND TODAY, OUR FUTURE IS EVEN BRIGHTER. Taylor’s Do it Centers grew out of Fuel, Feed & Building Supplies Corp., a business started by my grandfather in 1927 along the Virginia coastline. We’d been with another co-op, but it was only when we joined Do it Best Corp. in 1990 that we really began our growth and evolution as a strong, local business. Along the way, we’ve added new locations, moved some stores and even closed a few as the marketplace changed. Today, we have grown to 11 locations, and my brother Russ and I run Taylor’s Do it Centers along with our father Dawson, who at 91 continues to serve as chairman. My brother Bob left the family business in 2000 to work directly for Do it Best Corp. One of the things we’ve been most proud of is our growth. As we’ve added locations, we’ve moved away from large store footprints to smaller stores that take advantage of the strengths of the fully-branded Do it Center® identity with colors and signage that have proven shopper-friendly appeal. Our stores are also neighborhood-based, to really maximize our convenience factor. This means our customers always have the option to shop with us first, and to encourage that, we offer an engaging mix of categories like outdoor living, lawn and garden and other smaller niches. Taylor’s also has a long reputation for being impeccably clean, which appeals to female shoppers and really helps our brand. Our membership with Do it Best Corp. has benefited our business in so many ways over the years. All of our new stores have been RetailSTART!® projects that began with comprehensive market analysis to make sure we were focusing on the right locations. Then, we’ve partnered with the Do it Best Corp. merchandising experts who have store design and layout down to a science. And on a day-to-day basis, we rely on the ADpakSM program to get the most from our advertising dollars. We’ve found Category Solutions to be a great way to offer new items without having to carry too much inventory. Of course, the consistently high rebate is also important to our business and helps fuel our continual growth. 12 DO IT BEST CORP. ANNUAL REPORT 2014 Yes, we participate in a lot of Do it Best Corp. programs, because they give us the freedom to be out on the sales floor, not in the back room dealing with the details of buying or pricing or advertising. Those are the things Do it Best Corp. takes care of for us, so we have more time to spend with our customers…which, after all, is how we’ve been successful in growing our business. 13 IVEY’S LUMBER & BUILDING MATERIALS Josh & Mitch Johnson, Owners Haughton & Mansfield, LA Member since 1996 Retail Performance Loan Program The Retail Performance Loan Program is designed for members who are seeking to add a location or enhance their retail space. Eligible members can receive low-interest financing for a RetailPLUS!® or RetailSTART!® project with SignatureTM Store Design. Other Do it Best Corp. programs used: RetailStart!2® Category Solutions ADpakSM Ecommerce DO IT BEST CORP. FINANCING PROGRAMS PROVIDE US THE FUEL WE NEED TO REACH NEW HEIGHTS. Our company was founded in 1969 by Mack Ivey, who opened retail hardware stores and lumberyards in rural eastern Louisiana. For many years the business has been centered in Mansfield, where we’ve continued to expand since we took ownership in 1989. We joined Do it Best Corp. in 1996, and that has really helped us serve our customers and build our brand. We’ve always believed that we are the experts in our market, so it has been very important to us to have the flexibility to make our own decisions. That said, one of the biggest strengths we get from Do it Best Corp. is learning from the experiences of other member-owners and getting good input from our territory manager. The other thing that is critical to our success is having a local brand, and that’s why we chose the member-branded option. Sure, we’re likely the most convenient choice for our customers, but they really think of us first because we’re the people they see every day, whether it’s at church, school functions or playing softball. Of course, the key is being able to get what they need, and that’s where Do it Best Corp. gives us the advantage. Our customers might not appreciate all our co-op does for us, but they do know that if we don’t have a particular item, we can walk over to the online catalog, find it for them and get it quickly at no extra charge. A big part of our business is shipping residential lumber packs to the Shreveport area where builders are most active. A couple of years ago, we decided we needed a location closer to that area, so we started looking for opportunities. We discovered that on the edge of Bossier City, the community of Haughton had no hardware store, so we began the process of building a new ground-up location. As it turned out, we were able to finance the project through the Retail Performance Loan Program. This is something no other co-op offers: very favorable terms, plus the ability to leave our rebate intact. Opening a second store can put a lot of stress on your cash flow, and being able to still count on our rebate was a huge advantage for us. In Haughton, we also entered a market with a more affluent demographic, so we relied on the merchandising expertise of the Do it Best Corp. team. We knew we didn’t have the experience to predict what items would be successful, so we collaborated with them on every category throughout the store. 14 DO IT BEST CORP. ANNUAL REPORT 2014 If you’re thinking about expanding in a new market, our advice is to be prepared to work very hard. It’s been quite a challenge, but with Do it Best Corp. on our side, it’s also been extremely rewarding. It feels like just the beginning of what we can accomplish. 15 MEEK’S THE BUILDER’S CHOICE Eric Sachse, Director of Marketing Midwest Division Springfield, MO Member since 1971 2014 NLBMDA ProDealer of the Year RetailPLUS!® Currently updating 5 stores per year with RetailPLUS!. RetailPLUS! provides total project management and attractive incentives for members who undertake a comprehensive improvement project. Customizable to fit each store’s specific needs, RetailPLUS! projects include market and site analysis, inventory review, fixture assessments, professional merchandising assistance, pricing analysis and more. Other Do it Best Corp. programs used: Margin Master Category Solutions Signature™ Store Design 16 DO IT BEST CORP. ANNUAL REPORT 2014 GREAT PROGRAMS HELP US GROW, SO WE INVEST MORE IN OUR CO-OP. EVERYBODY WINS. Charles Meek, Sr., opened our first lumberyard in Lockwood, Missouri, in 1920. Then, in 1951, Charles, Jr., set off for northern California to open the first yard in our West Coast Division. Under our fourth generation of family-owned leadership, we’re up to 46 retail locations across the nation and still growing. We’re still primarily a lumberyard, with a heavy emphasis on millwork and building materials. Most of our stores are geared toward professional contractors, remodelers, plumbers and electricians. On the materials side, Do it Best Corp. has been a big influence on the products we carry and the programs we offer. One of the stores we purchased in 2010 doesn’t have a big box retailer within 30 miles. We knew we could lead the retail business in that community, but the product mix was not deep enough. To capitalize on that location, we partnered with Do it Best Corp., implementing the SignatureTM Store Design program as well as RetailPLUS!®. The overall feel and flow of the store is much better than we could have created on our own, and we were able to experiment with a lot of new items to explore growth opportunities. After a year, the numbers spoke for themselves, and we started on an aggressive path of implementing RetailPLUS! at five to six stores per year. We’ve completed ten in the last year, and looking at year-over-year growth, our top stores are the ones we have remodeled and reset. Do it Best Corp. makes a tremendous amount of resources available to us, helping us find a balance between catering to the pro customer and remaining accessible to the retail customer. They work closely with us so we can become what we always envisioned ourselves to be. If you ask me, that’s what being part of a members-first co-op is all about. from left to right CHARLIE MEEK, General Manager MIKE MEEK, General Counsel & CFO 17 ALLIED DO IT BEST® HOME CENTER Simon Alexander, Owner San Fernando, Trinidad Member since 2012 from left to right SHERRY ALEXANDER, Owner SIMON ALEXANDER, Owner RetailSTART!® RetailSTART! provided project and merchandising assistance for a new retail space. For members looking to add a new location or rebuild their retail space, the RetailSTART! program provides comprehensive support, including project management, market research, special dating and discounts, and professional merchandising assistance. In short, everything from the initial business plan on through to the grand opening. Other Do it Best Corp. programs used: Signature™ Store Design DO IT BEST CORP. SHARES MY CAN-DO ATTITUDE. IF YOU WANT TO EXPAND AND GROW, THERE’S NO BETTER PARTNER. Back in 2000, I started an industrial supply business that served San Fernando, Trinidad and the surrounding region. Typical of such businesses in the Caribbean, it had only counter service for customers, and behind that was a large warehouse. Over a period of time, I began to think that we could transform the business by adding a retail home improvement section and putting it all under one roof. But as I thought about what would need to go into such a project, I quickly realized that for me to succeed, I would need the support of a strong co-op. I was familiar with a number of different distributors and co-ops, so I began to review which one might be a good fit for my vision. In 2010, I spoke with the international team at Do it Best Corp., and right away, I felt the communication was different. They had a very positive attitude about what I wanted to do, and they were very approachable. Most importantly, they alone offered the buying power and large product selection as a single-source supplier — something that I believe is critical. So in 2012, we became Do it Best member-owners, and side-by-side we began to build the new Allied Do it Best Home Center. The new store was a RetailSTART!® project, and from the beginning I really listened to the Do it Best Corp. team and tapped into their experience and expertise. I trusted them for everything, from layout to merchandising to the Signature™ Store Design, and I’m very proud of the result. The store has an ambience that is very positive and uplifting — it has a great sense of energy. We opened in September 2013, and from the beginning we’ve been extremely well received. I knew that we had considerable equity in the Allied Industrial brand, but I didn’t realize that people would translate that expertise into knowing how to help them with home improvement projects. In fact, beyond carrying the products they need, we’ve built a reputation as a knowledge resource for our customers. We’ve also become a community hub, as we regularly host health drives with free blood pressure checks and other screenings. What we’ve done with Allied Home Center is something that is not easy to build here in Trinidad, and I thank the team at Do it Best Corp. for helping to make it happen. I’ve learned that when you have a co-op that aligns with your goals and vision, anything is possible. 18 DO IT BEST CORP. ANNUAL REPORT 2014 19 ESCALANTE DO IT BEST® HOME CENTER Greg Pace, Owner Loa and Escalante, UT Member since 2001 RetailSTART!2® PEOPLE WERE SKEPTICAL THAT WE COULD BUILD AND OPEN A NEW LOCATION IN LESS THAN 4 MONTHS. BUT WE HAD DO IT BEST CORP. ON OUR SIDE. Built a new location from the ground up in less than 4 months with the help of RetailSTART!2. Our family bought Loa Building Supply in 1984, and from the beginning, my brothers and I have helped our parents run the business. Loa is a community of just 750 in a county that is 97% federally-owned land, including national parks and forests. Our customers are a mix of farmers, ranchers and contractors who serve the market for second homes. We joined a co-op in the 1990s, but by 2000, it was clear that they were downsizing in our area, while we were planning to grow. So we began to look at other options and quickly realized Do it Best Corp. was the best fit for us. We became Do it Best member-owners in 2001, and in 2002, our new co-op played an important role in helping us build, design and merchandise a new ground-up store in Loa. RetailSTART!2 is a program tailored specifically to assist members with a single store in opening a second location. Services include market and site analysis, project management, and assistance with inventory, financing and promotional materials. From start to finish, it is a proven blueprint for successful growth. Other Do it Best Corp. programs used: ADpakSM Category Solutions Ecommerce Ship-To-Store Program Over time, we continued to seek ways to expand our business. For many years, we had a truck that made weekly deliveries of building materials to other communities. One of those was Escalante, 85 miles on the other side of a mountain range near Bryce Canyon National Park. A couple of years ago, the town’s tiny hardware store closed, and we began to do our homework about building a location there. We met with the Retail Performance team in May 2013, and less than 4 months later, we opened the doors of our new Escalante Do it Best Home Center. The Retail Performance team provided us with a market analysis and profitability report, and once the project was underway, they helped us expand our merchandise mix from hardware and LBM into farm and ranch supplies and a greenhouse. As the only farm and ranch supplier for 140 miles, we knew it would be a huge opportunity to meet the needs of the community. In fact, the response to the new store has been tremendous and we are already exceeding our sales projections. Because our retail space is only 6,000 square feet, we promote the “It’s in Our Warehouse” campaign, so that people know we can get anything from the Do it Best catalog at no extra charge. That means they now have access to virtually all of their product needs in a one-stop shop. I really enjoy the relationship we have with Do it Best Corp. They do a great job of providing us the tools we need to be successful, without forcing us to use or pay for services we don’t need. Plus, they have the same conservative financial values that we do, with no long-term debt. They’re stewards of their members’ resources, and I admire that. 20 DO IT BEST CORP. ANNUAL REPORT 2014 Thirty years later, my dad still takes his turn driving the delivery truck, and my young kids are around here preparing to be the third generation. There are some unique challenges to working in a family business, but when you step back and look at how far you’ve come, there’s no better feeling. 21 BTU DO IT CENTER® Wayne Sonchar, Owner Las Vegas, NM Member since 1988 ADpakSM Drives traffic and sales with ADpak advertising elements. The customizable ADpak program includes an array of promotions to help drive traffic, develop customer loyalty, and build each member’s local brand. An advertising service representative is assigned to help with all marketing needs and assist in creating an effective promotional plan. Other Do it Best Corp. programs used: RetailSTART!® Retail Performance Loan Program Best RewardsSM Do it Best Rental Center™ Signature™ Store Design 22 DO IT BEST CORP. ANNUAL REPORT 2014 A FRESH LOOK, INTEGRATED ADVERTISING AND UPDATED PRODUCTS GAVE US THE EDGE WE NEEDED TO STAY COMPETITIVE. We’re in our 30th year at this location, but in the last few years, our growth had stagnated. Competition moved into town, and I felt we weren’t doing a great job of servicing our customers. They left the store empty-handed more often than I liked, and as I looked around at the retail industry, I saw how important it was to have a fresh look with updated product and service offerings. To make sure our thinking aligned with our customers’, we commissioned a comprehensive survey through Do it Best Corp. in late 2012. Some of the results were surprising. We found that we were more concerned about price perceptions than our customers were, and while we thought we were strong in plumbing and tools, our shoppers said we needed to build up those categories. We had positive feedback on our customer service, but we all agreed our store’s look needed an update. And it turns out the free popcorn we had been offering for 20 years was more valuable than we would have imagined. Collaborating with our territory manager, we came up with a strategy and merchandising plan. The Retail Performance Loan Program was a no-brainer to fund the updates. Personally, I think it’s one of the most important new programs at Do it Best Corp., because it reinvests money into the member-owners, helping them grow their businesses. So with the tools available through RetailSTART!®, we moved every single item in our store; not an office chair or nail stayed where it was. The circular we put together for our grand re-opening in November 2013 drove traffic as well as record sales. Advertising is as important today as it was when we chose Do it Best Corp. in 1988. The ADpakSM team worked with us to personalize our advertising, putting our logo, branding and unique items like Stihl front and center in all our promotional materials and circulars to really differentiate us from the competition. We’ve already had a tremendous community response. Our contractor sales have held steady, and we’ve seen a significant increase in our DIY and cash business. Customer counts are up by 10%, sales per ticket are up by $4 on average and our margins are up a couple points. All in all, we’re back on track for growth, and we thank Do it Best Corp. for making it possible. 23 from left to right TAYLOR HUSKEY, Millwork Manager JIM HUSKEY, Owner AUSTIN HUSKEY, Purchase Manager LUMBER & BUILDING MATERIALS The Do it Best Corp. Lumber and Building Materials Division’s sales and buying team leads the industry & Murfreesboro Store Manager HUSKEY BUILDING SUPPLY Jim Huskey, Owner I Franklin, TN I Member since 1988 in market expertise and serves as trusted advisors in assisting with pricing and product selection and identifying market opportunities. • Competitive drop shipment JUST LIKE DO IT BEST CORP., WE SUCCEED BY HAVING THE MOST KNOWLEDGEABLE PEOPLE IN THE LBM INDUSTRY. programs for building materials and millwork • Nationwide partnerships with top lumber and building materials distributors • Product merchandising and planograms tailored to the pro lumber dealers I’m the second-generation owner of a business that started with my uncle around 1945. It has evolved a great deal over the years, and today we have three locations in Tennessee: a lumberyard millwork operation in Franklin, a lumberyard in Mt. Juliet and a state-of-the-art truss plant and lumberyard in Murfreesboro. There are all kinds of different strategies in this business. From everything we’ve seen, Do it Best Corp. really has a knack for helping member-owners succeed, whether they’re traditional hardware stores, home centers, pro yards, e-tailers or upscale specialty stores. When we became Do it Best members back in 1988, we had more of a hardware focus. As it happened, at the same time our lumber business grew, so did the co-op’s LBM services and expertise. Today, it’s a very good partnership because of all the ways our business aligns with their strengths. To begin with, we stake our reputation on quality materials. Like Do it Best Corp., we only want to do business with quality mills. Plus, we handle a lot of big jobs, so having predictable availability and delivery is critical to our operations. That’s where services like reserve inventory and reload centers really help us maintain our reputation for dependability. When you deal with a commodity like lumber, you need to understand the market and have a good grasp of all of the factors that affect pricing and availability. The LBM team at Do it Best Corp. is extremely experienced, and we depend on them for their market analysis and valuable insights. It really helps me with my decision making on a day-to-day basis. Of course, we also appreciate being part of a co-op that has the lowest cost of operations and, as a result, can return the highest rebate to its members. As we look to the future, I’m lucky to have two sons who are now poised to take over the business. They had to start at the bottom to learn the ropes, but I enjoy knowing their futures are bright. 24 DO IT BEST CORP. ANNUAL REPORT 2014 25 BEST REWARDSSM Stanford incentivizes employees with a quarter bonus for every new Best Rewards registration. Best Rewards helps members build customer loyalty and increase revenue by developing long-term, value-added customer relationships. Customers, in turn, enjoy real rewards and an implied “thank you” for their business. The program also allows members to learn more about their customer’s buying habits and compile data that can lead to more effective merchandising and advertising. Other Do it Best Corp. programs used: Margin Master Signature™ Store Design RetailPLUS!® Channellock® STANFORD HOME CENTERS Susie Piekarski Reese, President I Plum Boro, PA I Member since 2009 BY OFFERING REAL BENEFITS FOR CUSTOMER LOYALTY, BEST REWARDS HAS BECOME THE MOST POWERFUL SALES TOOL IN OUR STORE. As the third-generation owner of Stanford Home Centers, we’ve been big believers in the concept of rewards programming for years. It’s an effective, sensible way to grow customer loyalty and increase average ticket sales. Plus, you get a high return on investment from the valuable customer information collected at the register. We found that the rewards program of our previous co-op was taking money from our bottom line; they were giving away inventory and spending our money to do it. With Do it Best Corp., the benefits of membership are a true reflection of loyalty: customers earn their rewards, and we no longer give away inventory. In fact, we drive additional sales through Best RewardsSM. For example, earlier this year we ran a promo for Best Rewards members only. Using the email addresses provided at sign-up, we sent out an email blast that offered a percentage off an item of a certain dollar amount or more. We had more than 200 customers redeem the offer, and we spent zero dollars on advertising. By using Sneak Peek buys and PriceBusters monthly specials, we also offer a wide selection of items each month at a reduced price to Best Rewards members; we don’t sacrifice margin, but customers still feel like they’re getting a deal. This increases loyalty as well as individual ticket sales, and the proof is in the numbers: our average Best Rewards customer spends $38.40 per ticket, versus $21.80 for non-members. Today, we have nearly 48,000 Best Rewards members between our two stores, resulting in nearly 75% of our total sales. I can say from experience, Do it Best Corp. does their rewards program right, and we wouldn’t be where we are without their support. 26 DO IT BEST CORP. ANNUAL REPORT 2014 CATEGORY SOLUTIONS Category Solutions helps members increase sales volume and maximize return on inventory investment in key merchandise categories. Each category comes with a well-organized planogram and special pricing incentives, to both meet customers’ needs and improve profitability. Other Do it Best Corp. programs used: RetailPLUS!® Signature™ Store Design SOUTHERN WHOLESALE DO IT BEST® Matthew Fox & Aimee Blanton, Owners I Harlan, KY I Member since 1992 WITH CATEGORY SOLUTIONS, DO IT BEST CORP. TAKES THE GUESSWORK OUT OF MERCHANDISING. We are third-generation owners of a family hardware and lumber business in the heart of Kentucky coal country. Record-high unemployment has had an enormous impact on the local economy, but we’re continuing to adapt our business to best serve our customers and our community. As part of taking the reins from the second-generation owners, we realized our primary location in Harlan needed to be updated inside and out. We began a RetailPLUS!® project that included implementing Signature™ Store Design and a complete reset. Thanks to the terms and dating available from Do it Best Corp., we were able to take a comprehensive approach to the project and make some very dramatic improvements. One of the most important aspects was the addition of 6,000 new SKUs. We have always been heavy users of the Category Solutions program, and we certainly relied on that for nearly 40 different categories as we remerchandised our store. Because of the economy, we have chosen to focus on DIY homeowners, so we have expanded our plumbing, electrical and paint departments to give them the tools they need. We like how easy Category Solutions is to use – it comes to us very well organized and simple to set up. And because we don’t have to carry a huge inventory, we can try different items to see what works in our market. It was a great way to expand a section from 4 feet to 12 feet without having to worry about choosing every SKU separately. We are very proud of the fact that we’re still in business after more than 50 years, and we credit that to the advantages we get from consolidating our purchases with Do it Best Corp. Not only does that maximize our rebate, it gives us muscle whenever we have an issue with a vendor. It all proves that there really is strength in numbers. 27 ALL AMERICAN DO IT CENTER® Brian Buswell, Owner Tomah, WI I Member since 1994 DO IT BEST RENTAL CENTERTM Members who participate in the Do it Best Rental Center program gain access to equipment vendor programs, marketing materials, training and support, and other tools to help drive additional traffic, sales and profits. Other Do it Best Corp. programs used: Best RewardsSM INCOM Distributor SupplySM Margin Master ADpakSM RetailPLUS! ® Retail Performance Loan Program CORE® & DiBU 28 DO IT BEST CORP. ANNUAL REPORT 2014 THE PROGRAMS AT DO IT BEST CORP. ARE DESIGNED TO DRIVE OUR PROFITABILITY – AND THEY WORK. We had been in business for more than 10 years when we began noticing a lot of customers coming in asking if we had equipment to rent. As Do it Best member-owners, we took that question to the October market, and the rental team performed a feasibility study that showed us we definitely had potential in that area. We learned that there wasn’t a rental store in our town of Tomah or the surrounding region, which was good, but it also meant people didn’t really recognize the benefits. To help us understand how a rental program should be run, three of us went to the rental school held at the company headquarters in Fort Wayne. The experts at Do it Best Corp. took all the guesswork out of starting our new Do it Best Rental CenterTM. Since then, rental has never been a secondary business. In our experience, the profitability of the department is such that if we do $100,000 in rental, it equates to doing $1 million in building materials sales. It’s far more profitable percentage-wise. For that reason, we actively promote rental through local TV ads and in our circulars. For contractors, we have large telehandler and site forklifts, aerial lifts, skid steers and regular and mini excavators. For homeowners, we have tillers, drywall jacks, trenchers, stump grinders and chainsaws. We thoroughly maintain our equipment, test it before each rental and turn it over when it hits a 1-to-1 ratio, just as the Do it Best Corp. team teaches, so customers don’t ever have to worry about it breaking down. It still looks new. And if they do have an issue, we give them our personal phone numbers so we can quickly respond. Today, there are things you just can’t do as a lone independent. As we wrap up construction on our third store, I know we couldn’t have done it without our co-op. From site analysis and the Rental Center to ADpakSM, Channellock® and Margin Master, we take full advantage of just about every program Do it Best Corp. has to offer, because we know we couldn’t survive without them. MALONE DO IT BEST® LUMBER & RENTAL Paul Gabbard, Owner I Greenville, KY I Member since 1982 FOR 20 YEARS, DO IT BEST CORP. HAS HELPED US BECOME THE LEADING RENTAL CENTER FOR MILES AROUND. I’m the third-generation owner of a general lumber company that traces its history back to the 1940s. Through the years, I’ve grown the business by constantly adapting to meet the needs of our rural community. One important way we’ve done that is by offering rental equipment to provide our customers everything they need for their projects. We started small with a few power tools, but once Do it Best Corp. developed its rental center program 20 years ago, the department really took off. We were there from the beginning, attending one of the first Rental Center Training School sessions at Do it Best Corp. headquarters. Other Do it Best Corp. programs used: ADpakSM Home Décor Program RetailPLUS!® Over the years, we’ve continued to expand the rental center to include larger equipment and even party tents and supplies. I’m proud of the fact that many of our customers drive a long way and pass other rental places to get to us. They do it because we have a great selection, our department is well organized and our equipment is reliable. For us, we benefit not only from the consistent, highly profitable rental revenue, but also from the fact that each rental generates two positive customer visits to the store. These visits give us the opportunity to sell products that go along with the rental customer’s project. I believe that a successful rental department comes down to the two things that Do it Best Corp. emphasizes: training and equipment management. In addition to the comprehensive training school, Do it Best Corp. has sent rental experts here for on-site analysis and education. They not only talk about the basics, they also focus on making the department profitable. And that helps my team understand why we do things the way we do. And the co-op’s philosophy on turning equipment regularly ensures that we’re offering quality equipment while maximizing our return on investment. All of the Do it Best Corp. retail programs set the co-op above the rest. This, in turn, helps us better serve our community and earn the loyalty of our customers. But most importantly, the people at Do it Best Corp. understand that my business is built on taking care of my customers, and in that same spirit, they take care of me. 29 A.M. SUPPLY Do it Best Corp. provides dedicated support to help member-owners Tim Knecht & Jim Noel, Co-Owners I become key suppliers to commercial Kalamazoo, MI I Member since 1993 and industrial customers. The InCom ® team provides comprehensive services, including product and bid assistance. For members without a retail storefront, the True Industrial WE’VE GROWN THIS BUSINESS THROUGH OUR PARTNERSHIP WITH INCOM, AND NOW WE’RE PRIMED TO TAKE IT TO THE NEXT LEVEL. Commercial program offers solutions to meet specific needs, including: • Ongoing training • Market analysis • Niche catalogs • Line cards with a quick glimpse at all major vendors • Comprehensive product catalogs • Flexible ecommerce website with customer logins for customized pricing A.M. Supply was started in 1991 with the realization that no one in our area was serving the needs of apartment management companies. We began to catch on quickly through relationships with key customers, and in 1993, we joined INCOM Distributor SupplySM. With InCom®, we have seen tremendous growth, going from sales of $477,000 in 1996 to over $4 million in 2014. Our motto is “Getting the right stuff to the right place at the right time,” and InCom supports every aspect of that. To begin with, Do it Best Corp. gives us unbeatable buying power and access to a huge range of vendors. This is a big advantage, because serving our niche market, particularly in college towns, means having large quantities of certain items like builder-basic appliances, doors and mini-blinds. Having a reliable supply chain is also critical for us. We have four trucks on the road serving customers within a roughly three-hour drive, and for customers who are farther away, we ship orders from our Do it Best retail service centers. This allows us to provide same-day truck deliveries in many cases, and also to reach customers virtually anywhere in the country. We also appreciate the fact that we can count on Do it Best Corp. to maintain sufficient inventory levels and be extremely reliable with ontime, accurate deliveries. Most importantly, as our business has grown, InCom has been continually responsive to our needs by stocking items that help us maximize our margins and better serve our customers. As we look to the future, we see enormous opportunities for growth by expanding our customer base. And it’s great to know that through our relationship with InCom we’re scalable on both the product and distribution sides — so we can truly say the sky’s the limit. 30 DO IT BEST CORP. ANNUAL REPORT 2014 ECOMMERCE At Do it Best Corp., ecommerce is about more than just selling products online; it’s TOOL DISTRICT Vince Bogucki, CEO I Blackwood, NJ I Member since 2010 about empowering members with the ability to provide the very best customer service and convenience. Other Do it Best Corp. programs used: INCOM Distributor SupplySM WITH DO IT BEST CORP., YOU DON’T HAVE TO BE A TRADITIONAL BRICK-AND-MORTAR BUSINESS TO GET THE BUYING POWER YOU NEED TO SUCCEED. Tool District is a family company that started out in 2004 with a couple of niche markets before evolving into hardware sales. We initially had a small storefront, but we soon began to focus primarily on ecommerce, working directly with manufacturers. In 2010, we were introduced to Do it Best Corp., and that’s when our business really began to grow. Unlike many e-tailers, Tool District is all about building relationships and providing great customer service. We have a strong sales force that constantly follows up on online orders and works to expand the account. That’s why so much of our business is repeat customers. Of course, pricing and product availability are the ultimate keys to our success, and Do it Best Corp. supports those in many ways. To begin with, we have the ability to offer our customers, whether they are individuals or industrialcommercial entities, every item in our Do it Best retail service centers. That makes us a one-stop-shop with unbeatable convenience. Distribution is also key, and the strategic locations of the RSCs make it possible to deliver products in two days using ground shipping to keep costs low. Do it Best Corp. offers a wide range of other flexible delivery options, and we can drop-ship from more than 5,000 vendors who have relationships with our co-op. Because of the continually evolving nature of the ecommerce environment, we appreciate that the team at Do it Best Corp. stays out in front and comes to us with new programs and services. Their support allows us to streamline our operations and spend our time on what matters most — driving sales and taking care of our customers. 31 The licensing partnership between Do it Best Corp. and Channellock, Inc. helps members broaden their merchandise mix with the professional grade products backed by the Channellock® brand. Other Do it Best Corp. programs used: RetailSTART!® RetailPLUS!® Signature™ Store Design ADpakSM Preference Share Redemption ALAMO LUMBER COMPANY Bob Vaughan, CEO I San Antonio, TX I Member since 1984 EXCLUSIVE CHANNELLOCK® BRANDED PRODUCTS ARE ANOTHER GREAT WAY DO IT BEST CORP. HELPS US DRIVE SALES AND INCREASE OUR PROFITABILITY. Alamo Lumber Company is a family company dating back to 1903, and my brothers and I are 4th generation owners. For many years, our parent company’s efforts were divided between wholesale and retail businesses, but in the late 1980s, we made the strategic decision to concentrate more fully on the retail hardware and lumber business. It was at that time we decided to join Do it Best Corp., not only for their retail merchandising expertise, but also for their help in streamlining our operations to focus less on buying and more on selling. Since then, we’ve grown our business substantially through our relationship with Do it Best Corp., expanding to 13 locations across rural south Texas. Over the years, we’ve established a high level of confidence in the programs developed and offered by our co-op, so when they launched the Channellock® exclusive branded product partnership a few years ago, we knew we wanted to introduce it to our customers. Even though we knew it’d be good, we’ve been surprised by just how well the products have performed. We don’t have a specific Channellock section — each item is located among others in its category. But there are always good promotional buys, which we advertise each month, so I believe growth has come from committing to the program, stocking the range of products and successfully promoting them. Of course, it’s a huge plus that the brand is well-regarded by our customers and the products are exclusive to Do it Best member-owners — giving our customers one more reason to be loyal to us. Using the Channellock program is just one of the ways we strive to consolidate purchases through Do it Best Corp. and increase our volume. We have a staff profit-sharing plan, so we make our team members aware of our partnership with the co-op and the importance of the rebate to our bottom line. Everyone at Alamo Lumber knows we’re stronger because we’re members of Do it Best Corp. 32 DO IT BEST CORP. ANNUAL REPORT 2014 SAFETY At its foundation, the Do it Best Corp. commitment to safety is anchored by our company philosophy. Our investment in training and awareness demonstrates our dedication to the long-term quality of life for our entire team. Fewer accidents lead to richer lives for our team and their loved ones. And the tremendous drop in incidents and claims has helped us live out our mission of continuous improvement, resulting in the lowest cost of operations among the co-ops and fewer service interruptions to our valued member-owners. RECOGNITION FOR EXCELLENCE IN SAFETY Across all our facilities, Do it Best Corp. employs rigorous and comprehensive measures to proactively prevent and reduce the risks associated with workplace injuries, and we’re proud of the achievements these practices have delivered. The Waco, Texas, RSC was recognized for recording four consecutive years without a lost time incident or accident, demonstrating an unwavering commitment to safety. “Four years with zero accidents does not happen without a lot of teamwork and deliberate effort. I’m really proud of the safety-first mentality we’ve developed, which ensures that each team member returns home without an accident or injury,” “ FOUR YEARS WITH ZERO said Brent Watts, the Waco RSC Manager. ACCIDENTS DOES NOT This is the longest safety streak logged HAPPEN WITHOUT A by any RSC in the company’s history, and LOT OF TEAMWORK AND it’s the direct result of the comprehensive DELIBERATE EFFORT.” awareness and training programs Brent Watts, Waco RSC Manager implemented by Do it Best Corp. at all facilities within our distribution system. Morning stretches, safety tips and peer-to-peer observations have become a part of the Waco team’s work culture to proactively prevent potential incidents, and their results set the standard for all of our facilities. 33 RETAIL LOGISTICS Our Retail Logistics network is designed to support our memberowners with the products they need in the most cost efficient, streamlined manner possible. From daily operations to emergency responses, we’re here to help, no matter the need. Do it Best Corp. serves members through a network of eight retail service centers, operating year-round: • Dixon, IL • Lexington, SC • Medina, OH • Mesquite, NV • Montgomery, NY • Sikeston, MO • Waco, TX • Woodburn, OR More than 200 Do it Best Corp. delivery trucks log 20.1 million miles annually. 34 DO IT BEST CORP. ANNUAL REPORT 2014 “I COULDN’T BE HAPPIER WITH THE OPENING OF THE SIKESTON RSC. I’M PROUD TO BE A MEMBER-OWNER OF A CO-OP THAT IS SUCH A GOOD STEWARD OF OUR INVESTMENT AND COMMITTED TO MAINTAINING THE LOWEST COST OF OPERATIONS IN OUR INDUSTRY.” Frank Blair, Owner I Schnarr’s Hardware Company Ladue, MO I Member since 2000 This winter season was among the harshest on record, characterized by recordlow temperatures and severe snowstorms in many parts of the nation, and drought and high temperatures in others. When harsh conditions made items like shovels, snow blowers, generators and ice melt a necessity, many Do it Best member-owners thrived; some even garnered local and national media attention, hailed as the only store in town with critical items in stock. This ability to rise to the occasion can be credited to the logistics excellence of Do it Best Corp. Whether members are performing a routine restock or facing a weather emergency, Do it Best Corp. meets each individual business’ needs through a network of delivery trucks and eight strategically located Retail Service Centers (RSCs). This March, Do it Best Corp. celebrated the grand opening of a new RSC in Sikeston, Missouri. As the co-op’s strategic hub for product distribution to members throughout the Midwest and central US, the 550,000-squarefoot state-of-the-art facility stocks $22 million in inventory and employs 130 team members. The $34 million investment is intended to drive even greater efficiency in the region and set the stage for future growth. The integration of new technology and improved processes is already showing great promise, as the Sikeston RSC delivered a 98% fill rate on its very first day. For Do it Best Corp., it’s another way we’re demonstrating our unwavering commitment to our members. 35 NRHA YOUNG RETAILERS OF THE YEAR Each year, the North American Retail Hardware Association (NRHA) presents its Young Retailer of the Year Awards to a new generation of industry leaders. For 2014, Do it Best Corp. members were once again proudly represented by two outstanding winners: Zach Coblentz of Hartville Hardware in Hartville, Ohio, and James Coté of Osterville House & Garden in Osterville, Maine. Each of these exemplary young retailers was chosen in his respective category for his hard work, dedication and innovative approach to retailing. ZACH COBLENTZ Outdoor Power Equipment Division Manager Hartville Hardware Hartville, OH OVER $2 MILLION IN ANNUAL SALES Zach oversees some of Hartville Hardware’s largest and most visible departments, including outdoor power equipment, tool parts and repair, service and rental. He had a major hand in the design of those areas when Hartville opened its new store in 2012, and he constantly searches for new categories to boost sales in his departments. “ THE SIGN OF A TRUE LEADER IS HAVING SOMEONE FOLLOW HIM, AND ZACH HAS BUILT A TEAM WHO RESPECTS HIM AND IS WILLING TO WORK HARD FOR HIM.” Howard Miller, President of Hartville Hardware He managed the development and growth of the store’s exceptional partnership with John Deere while adding other marquee brands like Stihl and Honda. Zach also researched and introduced several new product categories into his department – including toys, compact utility tractors, utility vehicles and utility trailers – that have all been very profitable. Zach significantly streamlined operations for parts, rental, and repair, creating a faster, more efficient system that has increased margin and improved customer satisfaction. And he’s led the implementation of the store’s rental department, creating a steady and significant revenue source in the process. Through his leadership and determination, Zach has increased power equipment sales by double digits every year since he took over management of that department. He aggressively brings in new product lines, skillfully merchandises his departments and builds a strong team committed to customer service. “The sign of a true leader is having someone follow him, and Zach has built a team who respects him and is willing to work hard for him,” says Howard Miller, president of Hartville Hardware. “Under Zach’s leadership, sales in power equipment have nearly doubled in the last five years.” ZACH COBLENTZ JAMES COTÉ JAMES COTÉ Owner Osterville House & Garden Osterville, MA UNDER $2 MILLION IN ANNUAL SALES When he was just 24 years old and six months out of college, James purchased a struggling hardware store that was about to go out of business. He saw opportunity where others saw disaster and he was willing to risk his future by trusting in his ability to turn the store around. “ I THINK IT’S IMPORTANT TO GIVE BACK TO THE COMMUNITY THAT GIVES SO MUCH TO ME.” James Coté In his first year, James focused on replenishing the mostly empty shelves and paying his employees. James believed in his plan for the store, and he put his money where his mouth was—he didn’t give himself a paycheck for the first 8 months he owned the store, instead investing in the business he was determined to make a success. He doubled the number of products he carried, remodeled the front counter and entryway, and significantly expanded the housewares department. James’ first year was an unqualified success. Not only did he save the store from going out of business, he increased sales by 48 percent and grew customer counts by 19 percent. James continued to improve the store’s selection and make it more profitable by increasing margin. During his first three years, James used his leadership and vision to rebuild the store’s credibility with the community and increased sales by 76 percent. He has also been involved in local politics, holding a seat on the town council and working on legislation to improve his community. “I think it’s important to give back to the community that gives so much to me,” he says. “I want to make sure people know that we are a lot more than just a brick-and-mortar store; we are a part of the community.” BOARD OF DIRECTORS Back row, left to right KARENA REUSSER MODERN HOME & HARDWARE HOWARD MILLER HARTVILLE HARDWARE JOHN HOLMES HOLMES BUILDING MATERIALS TOM BROWN AMERICAN HOME & HARDWARE BRAD MCDANIEL MCDANIEL’S DO IT CENTER® Front row, left to right Woodsfield, OH Member since 1981 I 1 location Elkton, MD Member since 1999 I 1 location SCOTT PARKER PARKER DO IT BEST® LUMBER Beaumont, TX Member since 1975 I 22 locations CHAIRMAN TOM LAMBERTH RUSSELL DO IT CENTER® Alexander City, AL Member since 1991 I 9 locations 38 Hartville, OH Member since 2002 I 1 location Snohomish, WA Member since 1998 I 1 location TOM NOBLE NOBLE SALES Rockland, MA Member since 1998 I 12 locations BRIAN BUSWELL ALL AMERICAN DO IT CENTER® Tomah, WI Member since 1994 I 3 locations Baton Rouge, LA Member since 1995 I 3 locations VICE CHAIRMAN JIM LEHRER BROWNSBORO HARDWARE & PAINT Louisville, KY Member since 1997 I 2 locations SECRETARY RANDY SKINNER TAHLEQUAH LUMBER Tahlequah, OK Member since 2003 I 2 locations TREASURER ROBERT ASHLEY TRIPLE “A” BUILDING CENTER Canton, NY Member since 1992 I 3 locations DO IT BEST CORP. ANNUAL REPORT 2014 EXECUTIVE STAFF Standing, left to right Seated, left to right GARY FURST JAY BROWN Vice President of Human Resources and General Counsel Vice President of Sales and Business Development QUENT ONDRICEK RICH LYNCH Vice President of Lumber and Building Materials Vice President of Marketing TIM MILLER Vice President of Finance and CFO DOUG ROTH Vice President of Retail Logistics MIKE ALTENDORF Vice President of Information Technology DAN STARR Executive Vice President and COO STEVE MARKLEY Vice President of Merchandising We’d like to recognize our June 2014 retiree: JOHN SNIDER FORMER VICE PRESIDENT OF RETAIL LOGISTICS 39 BY THE NUMBERS FISCAL YEAR 2014 FINANCIALS 2.87 BILLION GROSS $ MEMBER PURCHASES Up 2.63%, RSC Sales up 3.76% Largest 52-week increase since 2006 115.4 MILLION $ REBATE 11th consecutive year over $100 million 0 LONG-TERM DEBT $ MEMBERS 3 ENTREPRENEURS OF THE YEAR LBM Journal Magazine 40 DO IT BEST CORP. ANNUAL REPORT 2014 2 YOUNG RETAILERS OF THE YEAR North American Retail Hardware Association INDEPENDENT AUDITOR’S REPORT 42 FINANCIAL STATEMENTS OPERATIONS 2.05%OPERATING COST 95.6%ON-TIME DELIVERY 98.69%ORDER ACCURACY 96.7%FILL RATE CONSOLIDATED BALANCE SHEETS 43 CONSOLIDATED STATEMENTS OF INCOME 44 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) 45 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY 46 CONSOLIDATED STATEMENTS OF CASH FLOWS 47 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 48 We state and attest that: 1. To the best of our knowledge, based upon a review of the following reports of Do it Best Corp. (a)No report contained an untrue statement of a material fact as of the end of the period covered by such report; and (b)No report omitted to state a material fact necessary to make the statements in the report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report. 2. We have reviewed the contents of this statement with the Do it Best Corp. board of directors. Robert N. Taylor President and CEO 1 GOLDEN HAMMER RECIPIENT J. Douglas Roth Vice President of Finance and CFO 41 INDEPENDENT AUDITOR’S REPORT To the Board of Directors and Member-Shareholders Do it Best Corp. Fort Wayne, Indiana REPORT ON THE FINANCIAL STATEMENTS We have audited the accompanying consolidated financial statements of Do it Best Corp. (“the Company”), which comprise the consolidated balance sheets as June 28, 2014 and June 29, 2013, and the related consolidated statements of income, comprehensive income (loss), changes in shareholders’ equity, and cash flows for each of the three years in the period ended June 28, 2014, and the related notes to the financial statements. MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. AUDITOR’S RESPONSIBILITY Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. OPINION In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Do it Best Corp. as of June 28, 2014 and June 29, 2013, and the results of its operations and its cash flows for each of the three years in the period ended June 28, 2014 in accordance with accounting principles generally accepted in the United States of America. Crowe Horwath LLP Fort Wayne, Indiana August 29, 2014 42 DO IT BEST CORP. ANNUAL REPORT 2014 CONSOLIDATED BALANCE SHEETS See accompanying notes to the consolidated financial statements June 28, 2014 and June 29, 2013 20142013 (Amounts in thousands) ASSETS Current assets Cash and cash equivalents $ 79,869 $ 108,013 Accounts and notes receivable, less allowance for doubtful accounts of $494 in 2014 and $1,374 in 2013 292,329 271,034 Income tax receivable – 1,846 Merchandise inventories 245,543229,894 Prepaid expenses and deferred charges 965 908 Investments – 7,050 Deferred income taxes 4,236 3,075 Total current assets 622,942 621,820 Property and equipment, net 116,785 99,964 Accounts and notes receivable, less current maturities Deferred income taxes Other assets Total assets 2,156 2,839 16,036 16,816 7,060 1,445 $ 764,979 $ 742,884 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Accounts payable $ 397,845 $ 389,192 Income tax payable 230 – Accrued expenses 49,884 42,326 Total current liabilities 447,959 431,518 Long-term portion of accrued pension and other postretirement liabilities 34,001 36,683 Shareholders’ equity Common stock, voting Common stock, non-voting Preference stock Accumulated other comprehensive loss Retained earnings 3,131 483 291,534 (15,144) 3,015 3,201 469 284,342 (15,968) 2,639 Total shareholders’ equity 283,019 274,683 Total liabilities and shareholders’ equity $ 764,979 $ 742,884 43 CONSOLIDATED STATEMENTS OF INCOME See accompanying notes to the consolidated financial statements Years ended June 28, 2014, June 29, 2013 and June 30, 2012 (Amounts in thousands) Gross sales 2014 2013 2012 $ 2,873,108 $ 2,799,515 $ 2,682,198 Returns and allowances 93,919 92,815 92,999 Net sales 2,779,189 2,706,700 2,589,199 Cost of sales 2,591,414 2,524,516 2,408,205 Gross profit 187,775 182,184 180,994 Selling, general and administrative expenses 58,941 52,379 54,557 Income before other income, profit sharing and pension costs, shareholders’ refund and income taxes 128,834 129,805 126,437 Other income, net 1,951 1,847 2,351 Income before profit sharing and pension costs, shareholders’ refund and income taxes 130,785 131,652 128,788 Profit sharing and pension costs 14,506 14,456 12,355 116,279 117,196 116,433 Income before shareholders’ refund and income taxes Shareholders’ refund Cash 88,294 91,052 85,227 Preference stock 27,082 25,339 30,460 Total shareholders’ refund 115,376 116,391 115,687 Income before income taxes 903 805 746 Federal and state income taxes 527 433 235 376 372 511 44 Net income DO IT BEST CORP. ANNUAL REPORT 2014 $ $ $ CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) See accompanying notes to the consolidated financial statements Years ended June 28, 2014, June 29, 2013 and June 30, 2012 2014 (Amounts in thousands) Net income $ 376 2013 $ Other comprehensive income (loss): Change in defined benefit plans, net of tax 824 Unrealized holding gain on available-for-sale securities, net of income tax effect – Total other comprehensive income (loss) Comprehensive income (loss) 824 $ 1,200 372 2012 $ 511 7,976 (14,576) 416 – 8,392 (14,576) $ 8,764 $ (14,065) 45 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY See accompanying notes to the consolidated financial statements Years ended June 28, 2014, June 29, 2013 and June 30, 2012 2014 (Amounts in thousands) 2012 Common stock, voting Balance, beginning of year $ Shares issued Shares repurchased 3,201 $ 111 (181) 3,285 $ 120 (204) 3,345 125 (185) 3,131 3,201 3,285 483 469 Preference stock Balance, beginning of year Shares issued Shares repurchased 284,342 27,082 (19,890) 280,083 25,339 (21,080) 275,404 30,460 (25,781) 291,534 284,342 280,083 (15,968) (24,360) (9,784) – 824 416 7,976 – (14,576) Balance, end of year (15,144) (15,968) (24,360) Retained earnings Balance, beginning of year Net income 2,639 376 2,267 372 1,756 511 3,015 2,639 2,267 Balance, end of year Accumulated other comprehensive loss Balance, beginning of year Unrealized holding gain on available-for-sale securities, net of income tax effect Change in defined benefit plans, net of tax 469 488 475 16 – 31 (2) (19) (18) Balance, end of year Balance, end of year Common stock, non-voting Balance, beginning of year Shares issued Shares repurchased Balance, end of year Total shareholders’ equity 46 2013 DO IT BEST CORP. ANNUAL REPORT 2014 $ 283,019 $ 274,683 488 $ 261,763 CONSOLIDATED STATEMENTS OF CASH FLOWS See accompanying notes to the consolidated financial statements Years ended June 28, 2014, June 29, 2013 and June 30, 2012 2014 (Amounts in thousands) 2013 2012 Cash flows from operating activities Net income $ 376 $ 372 $ 511 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 9,260 8,003 8,118 Provision for (benefit from) deferred income taxes (932) 742 (280) Loss on sale of assets 95 5 103 Shareholder refunds in preference shares 27,082 25,339 30,460 Changes in operating assets and liabilities Accounts and notes receivable, net (20,612) (16,231) 26,678 Merchandise inventories (15,649) 3,625 (11,438) Other assets (5,672) (483) 1,615 Accounts payable 8,653 (6,817) 50,234 Accrued federal income taxes 2,076 (308) (1,136) Accrued expenses 6,252 3,247 (16,986) 10,929 17,494 87,879 Cash flows from investing activities Sale of long-term investment Proceeds from sale of property and equipment Capital expenditures 7,050 26 (26,203) – – (31,263) – – (4,579) (19,127) (31,263) (4,579) 111 (181) 16 (2) (19,890) 120 (204) – (19) (21,080) 125 (185) 31 (18) (25,781) Net cash used in financing activities (19,946) (21,183) (25,828) Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of year (28,144) 108,013 (34,952) 142,965 57,472 85,493 Net cash provided by operating activities Net cash used in investing activities Cash flows from financing activities Issuance of common shares Purchase of common shares Issuance of non-voting common shares Purchase of non-voting common shares Purchase of preference shares Cash and cash equivalents, end of year $ 79,869 $ 108,013 $ 142,965 47 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS June 28, 2014, June 29, 2013 and June 30, 2012 (Amounts in thousands, except share data) NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of consolidation: The consolidated financial statements include the accounts of Do it Best Corp. and its wholly-owned subsidiaries (the “Company” or “Do it Best”). All significant intercompany accounts and transactions have been eliminated in consolidation. Nature of operations: Do it Best is a member-owned wholesaler of hardware, lumber, builder supplies and related products, operating as a wholesaler cooperative. Members are located principally in the United States, with some member locations abroad. Only dealers in hardware, lumber, builder supplies and related products are eligible to hold shares in the Company. Nearly all of the Company’s sales are to dealermembers, each of whom is required to purchase twenty voting common shares at $50 per share on becoming a member and, in some cases, shares of non-voting common stock. Fiscal year: The Company’s fiscal year consists of 52 or 53 weeks ending on the last Saturday in June. A fifty-third week will be added every five or six years. All references to “2014”, “2013” and “2012” relate to the fiscal years ended June 28, 2014, June 29, 2013 and June 30, 2012. Capital structure: The Company’s capital is primarily derived from the issuance of voting common shares together with the preference shares issued in connection with the Company’s annual shareholders’ refund. The Articles of Incorporation require that each member shareholder accept preference shares in payment of refunds, under requirements of the formula set forth in the By-Laws, and the payment of at least twenty percent in cash. Upon a member’s termination of membership with the Company and demand for repurchase, the Company will repurchase the voting and/or non-voting common shares held by such shareholder at the lesser of cost or book value. After a holder of voting or non-voting common shares requests repurchase of those shares concurrently with termination of their relationship with the Company as a member-shareholder, the Board of Directors may also authorize purchase of the preference shares held by such shareholder, subject to statutory and By-Law restrictions, in sequence of termination, with the completion of repurchases typically deferred for eighteen to twenty-four months after Board of Directors approval. 48 DO IT BEST CORP. ANNUAL REPORT 2014 Upon request of a shareholder, the Company may redeem part of a shareholder’s preference shares where such shareholder has experienced a substantial uninsured financial loss through catastrophe, or where the member presents a plan for a new retail business. Any request is subject to standards and limitations imposed by the Board of Directors or the Company. Upon liquidation of the Company for any reason, the holders of the preference shares shall be entitled to receive out of the assets of the Company the sum of $100 per share before any distribution is made to the holders of voting and non-voting common shares. Shareholder refund: At the end of each fiscal year, the Company is obligated to refund to its member-shareholders the gross profit on sales of merchandise to the membershareholders, less all operating expenses. Refunds are required to be made to each member-shareholder in the proportion of the gross profit on purchases to the total gross profit on purchases made by all member-shareholders, adjusted for participation in the Enhanced Rebate program. Total cash shareholder refunds to be paid approximated $88,300, $91,100 and $85,200 in 2014, 2013 and in 2012, respectively. These amounts are currently included in accounts payable. The Company also issued preference stock shareholder refunds of approximately $27,100, $25,300 and $30,500 in 2014, 2013 and in 2012, respectively. These amounts are included in equity. Use of estimates: Preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates, making it reasonably possible that a change in certain of these estimates could occur in the near term. Certain significant estimates and assumptions used in the preparation of the Company’s consolidated financial statements include those used for: pension and postretirement benefit plans; allowances for doubtful accounts; and inventory valuation. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS June 28, 2014, June 29, 2013 and June 30, 2012 (Amounts in thousands, except share data) NOTE 1: Continued Income taxes and uncertain tax positions: The Company accounts for income taxes under the asset and liability method. The Company’s taxable income is determined after deducting refunds to member-shareholders. Deferred tax assets and liabilities are recognized for operating loss and tax credit carryforwards and for the estimated future tax consequences attributable to differences between consolidated financial statement reporting basis of existing assets and liabilities and their respective income tax basis. Deferred tax assets and liabilities are measured using enacted tax rates anticipated to be in effect for the year in which those temporary differences are expected to be recovered or settled. The measurement of deferred tax assets is adjusted by a valuation allowance, if necessary, to recognize, based on available evidence, the future tax benefits that will more likely than not be realized. The Company accounts for uncertainty in income taxes under the provisions of Accounting Standards Codification (“ASC”) 740. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Management is not aware of any uncertain tax positions. The Company is no longer subject to examination by taxing authorities for years before June 25, 2011. The Company is subject to U.S. federal income tax, as well as various state income taxes. The Company does not expect the total amount of unrecognized tax benefits to significantly change in the next 12 months. The Company recognizes interest and/or penalties related to income tax matters in income tax expense. The Company did not have any amounts accrued for interest and penalties at June 28, 2014 and June 29, 2013, respectively. Inventory valuation: Merchandise inventories are valued at the lower of cost or market, with cost determined on a first-in, first-out (FIFO) basis. Do it Best enters into various purchase rebate programs with vendors, pursuant to binding arrangements. Where the rebate or incentive is probable and estimable, it is recognized as a reduction to cost of each underlying transaction. If a rebate is not probable or reasonably estimable, such rebates are recognized on their achievement. Shipping and handling fees and costs: The Company includes shipping and handling fees billed to members in gross sales. Shipping and handling costs associated with inbound freight are included in cost of sales. Comprehensive income (loss): Comprehensive income (loss) is a more inclusive measurement of results, including items that are not recognized in the measurement of net income (loss). Comprehensive income (loss) represents the change in the Company’s defined pension plans and the change in unrealized gains and losses on securities available for sale. Accounts receivable and revenue recognition: Do it Best sells to members using credit terms customary in its industry. The Company determines delinquent accounts in accordance with sales terms. When an invoice becomes delinquent, it is generally subject to interest at 1.5% per month. Approximately $4,140 and $3,358 of recorded trade receivables, past due by 90 days, were accruing interest in 2014 and 2013, respectively. Management establishes a reserve for losses on its accounts based on historic loss experience and current economic conditions. Losses are charged against the reserve when management deems further collection efforts will not produce additional recoveries. Do it Best has the right to set off amounts owing by the Company to its members against indebtedness owed the Company by its members. Revenues from the sale of warehoused merchandise to members are generally recognized when goods are shipped. Sales revenues for goods acquired and sold to members under drop-ship arrangements with vendors are generally recognized in accordance with vendor terms as to title and risk of loss passage. The Company provides cooperative advertising, among other services, to its members. Revenues for such services are recognized when the services are rendered. 49 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS June 28, 2014, June 29, 2013 and June 30, 2012 (Amounts in thousands, except share data) NOTE 1: Continued Fair value of financial instruments: The Company follows guidance in ASC 820 which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. This requirement establishes a fair value hierarchy regarding the assumptions used to measure fair value and clarifies assumptions about risk and the effect of a restriction on the sale or use of an asset. This fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The requirement describes three levels of inputs that may be used to measure fair value. See Notes 8 and 10 for further discussion. The fair value of cash and cash equivalents, accounts and notes receivable and accounts payable approximates carrying value because of the short-term maturities of these financial instruments, or underlying interest rates, where applicable, approximate market for the same or similar issues. Cash and cash equivalents: The Company considers all highly liquid investments purchased with an initial maturity of three months or less to be cash equivalents. The Company places its cash with high credit quality financial institutions. Cash balances generally exceed insurance provided on such deposits. Property and equipment: Property and equipment are stated at cost. Upon retirement or sale of assets, the cost of the disposed assets and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is credited or charged to income, respectively. Major additions and improvements are capitalized, while minor items, maintenance and repairs are expensed currently. Depreciation is calculated using straight-line methods. Estimated useful lives range from fifteen to forty years for building and improvements, and from three to ten years for equipment and fixtures. 50 DO IT BEST CORP. ANNUAL REPORT 2014 Advertising and promotion costs: Costs associated with advertising and promotions are charged to operations in the period incurred. The Company participates in cooperative advertising arrangements with its vendors. Reimbursements received under cooperative advertising arrangements with vendors are recognized as a reduction of associated advertising costs. Advertising and promotion costs charged to operations in 2014, 2013 and 2012 were $16,806, $18,511 and $19,828, respectively. Reclassifications: Certain prior year amounts have been reclassified to conform to the current year presentation. There is no effect on net income as a result of these reclassifications. Marketable securities: The Company has evaluated its investment policies consistent with ASC 320, Investments– Debt and Equity Securities, and determined that its investment securities are to be classified as available-for-sale (“AFS”). AFS securities are carried at fair value, with unrealized gains and losses reported in shareholders’ equity under the caption “accumulated other comprehensive loss.” Realized gains and losses and declines in value judged to be otherthan temporary are recognized in earnings on occurrence, with cost determined by the specific identification method. During 2013, the Company determined that their auction rate security had an other-than temporary loss due to the security being in a loss position in excess of one year and, as such, recorded an impairment charge of $450 against earnings. Previously, the Company recorded this loss in accumulated other comprehensive loss. The original cost of the auction rate security approximated $7,500 and it had a maturity date of December 1, 2047. During 2014, the Company liquidated the auction rate security for $7,050. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS June 28, 2014, June 29, 2013 and June 30, 2012 (Amounts in thousands, except share data) NOTE 1: Continued Subsequent Events: Management has performed an analysis of the activities and transactions subsequent to June 28, 2014 to determine the need for any adjustments to and/or disclosures within the consolidated financial statements for the year ended June 28, 2014. Management has performed their analysis through August 29, 2014, the date the consolidated financial statements were available to be issued. NOTE 2 CASH FLOWS Supplemental disclosures of cash flow information for the years ended 2014, 2013 and 2012 are as follows: 2014 Cash paid for income taxes $ – 2013 $ – 2012 $ 1,650 NOTE 3 CREDIT AGREEMENT The Company has available an unsecured line of credit with a commercial bank in the amount of $30,000, with a $4,000 sub-limit for letters of credit. This line of credit is reduced in availability to $15,000 from April 1 to October 1. Interest is payable monthly on outstanding balances at either prime rate plus an applicable margin or Libor plus an applicable margin. There were no borrowings against the line of credit at June 28, 2014 or June 29, 2013. The line of credit agreement expires on February 28, 2015. Outstanding letters of credit approximated $1,000 and $580 at June 28, 2014 and June 29, 2013, respectively. NOTE 4 PROPERTY AND EQUIPMENT Property and equipment is summarized by major classification as follows at June 28, 2014 and June 29, 2013: 2014 2013 Land, buildings and site improvements $ 141,747 $ 108,702 Equipment and fixtures 68,633 53,266 Capitalized software 20,259 19,584 Construction in progress – 26,627 230,639 208,179 Less accumulated depreciation and amortization 113,854 108,215 Property and equipment, net $ 116,785 $ 99,964 NOTE 5 OPERATING LEASES The Company leases office space, data processing equipment, software, office equipment, autos and delivery equipment under operating leases expiring on various dates through 2018. Various agreements are cancelable at the option of the Company upon fulfillment of certain conditions. Future annual minimum lease payments under all non-cancelable operating leases as of June 28, 2014 approximate $111, $93, $58, and $2 in 2015, 2016, 2017, and 2018, respectively, and $264 in the aggregate. Rents charged to operations under all operating leases during 2014, 2013 and 2012 were $46,200, $45,800 and $46,100, respectively. 51 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS June 28, 2014, June 29, 2013 and June 30, 2012 (Amounts in thousands, except share data) NOTE 6 CAPITAL STOCK SHARE DATA Share data relevant to amounts reported in the consolidated statements of shareholders’ equity is as follows: 2014 2013 2012 Common stock, voting $50 par value, 990,000 shares authorized: Shares outstanding, beginning of year Shares issued Shares repurchased 64,020 2,220 (3,620) 65,700 2,400 (4,080) 66,900 2,500 (3,700) 62,620 64,020 65,700 Common stock, non-voting $50 par value, 100,000 shares authorized: Shares outstanding, beginning of year Shares issued Shares repurchased 9,370 310 (30) 9,750 – (380 ) 9,490 620 (360) 9,650 9,370 9,750 Preference shares, $100 par value, 4,000,000 shares authorized: Shares outstanding, beginning of year Shares issued Shares repurchased 2,843,422 270,818 (198,905) 2,800,829 253,389 (210,796 ) 2,754,045 304,604 (257,820) 2,915,335 2,843,422 2,800,829 Shares outstanding, end of year Shares outstanding, end of year Shares outstanding, end of year NOTE 7 TRANSACTIONS WITH UNCONSOLIDATED EQUITY AFFILIATE Do it Best is a 50% stakeholder in Alliance International, LLC (“the Alliance”), a hardware and related products purchasing consortium consisting of Do it Best and an unrelated party engaged in the distribution and sale of hardware and related products. The Alliance procures vendor purchase contracts to enable vendor pricing on a larger scale than that which would be available to the individual companies. Virtually all purchases made by Do it Best are transacted through the Alliance. Do it Best provides certain management services, including accounting assistance to the Alliance, for which the Alliance reimburses Do it Best in accordance with the management services arrangement. The parties share in the expenses of the Alliance proportionate to their benefit received. During 2014, 2013 and 2012, Do it Best was charged $167, $150 and $189, respectively, by the Alliance for administrative costs. Do it Best was paid $37, $35 and $34, respectively, in 2014, 2013 and 2012 for management services rendered to the Alliance. 52 DO IT BEST CORP. ANNUAL REPORT 2014 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS June 28, 2014, June 29, 2013 and June 30, 2012 (Amounts in thousands, except share data) NOTE 8 EMPLOYEE BENEFIT PLANS Retirement plans: The Company has a defined benefit pension plan and a defined contribution profit sharing plan (“the Plans”), both covering substantially all employees. Benefits are based on years of service and the employee’s compensation during the last five years of employment. The Company makes various discretionary contributions to the Plans. Retirement plan costs related to the pension plan approximated $6,800, $8,700 and $4,900 for 2014, 2013 and 2012, respectively. Benefits paid to employees related to this plan approximated $5,800, $5,600 and $4,600 in 2014, 2013 and 2012, respectively. Cost related to the defined contribution profit sharing plan approximated $7,700, $5,800 and $7,400 in 2014, 2013 and 2012, respectively. The Company has a defined benefit supplemental retirement plan with its executives, designed to provide benefits that would have been received under the retirement plan were it not for maximum limitations imposed by ERISA and the Internal Revenue Code. Expense is incorporated into retirement plan cost noted above. Management estimates approximately $0 will be contributed to the defined benefit pension plan by the Company during the fiscal year ending June 27, 2015. Expected benefit payments for the ensuing five years and in the aggregate related to the defined benefit pension plan approximate $7,000, $8,200, $8,100, $8,000, and $8,300 in 2015, 2016, 2017, 2018 and 2019, respectively. Expected benefit payments from 2020 to 2024 approximate $47,600, for an aggregate total of $87,200. Postretirement medical benefit plan: The Company has a postretirement medical benefit plan (“the Plan”). The Plan covers retired employees who are less than 65 years of age and have greater than 10 years of service with the Company. Employees over 65 years of age are not covered beyond benefits provided by Medicare. Costs (income) related to the Plan approximated $(185), $(69) and $109 in 2014, 2013 and 2012, respectively. Participant contributions to the Plan aggregated $33, $51 and $46 in 2014, 2013 and 2012, respectively. Benefits paid to employees related to the Plan aggregated $1,036, $1,224 and $969 in 2014, 2013 and 2012, respectively. Management estimates approximately $280 will be contributed to the Plan by the Company during the fiscal year ending June 27, 2015. Expected benefit payments for the ensuing five years and in the aggregate related to the Plan approximate $800, $700, $700, $600, and $600 in 2015, 2016, 2017, 2018 and 2019, respectively. Expected benefit payments from 2020 to 2024 approximate $2,200, for an aggregate total of $5,600. Effective April 1, 2011, the Plan was frozen such that any participants who were not retired as of that date, ceased participation in the plan. As a result of this change, the plan was re-measured as of March 31, 2011, a negative prior service cost base was established equal to the reduction in APBO for those individuals who ceased participation, and a curtailment charge was recognized equal to the change in the plan’s funded status due to the accelerated retirement. The Plan contains an assumption about the annual rates of change in the cost of health care benefits currently provided by the Plan, due to factors other than changes in the composition of the Plan population by age and dependency status, for each year from the measurement date until the end of the period in which benefits are expected to be paid. The health care cost trend rate implicitly considers estimates of health care inflation, changes in health care utilization or delivery patterns, technological advances, and changes in the health status of the Plan participants. Differing types of services, such as hospital care and dental care, may have different trend rates. During 2012, the trend rate was reset to 8.5% for fiscal year 2012, grading down to an ultimate rate of 5.00% through and after 2021. The following schedule shows changes in the benefit obligation, plan assets and funded status of the Plans. Benefit obligation balances presented below reflect the projected benefit obligation for the Company’s retirement and pension plans, and accumulated postretirement benefit obligations for the postretirement medical plan. The measurement date used to determine the benefit obligations were each June 30. 53 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS June 28, 2014, June 29, 2013 and June 30, 2012 (Amounts in thousands, except share data) NOTE 8: Continued Retirement and Pension Plan Change in benefit obligation: Beginning balance 2014 $ 98,386 2013 Postretirement Medical Plan 2012 $ 101,221 $ 75,971 2014 2013 $6,863 $ 8,120 2012 $ 8,387 Service cost 5,880 6,222 4,685 – – – Interest cost 4,530 4,242 4,089 279 301 422 Plan participants’ contributions – – – 33 51 46 Actuarial (gain)/loss 5,275 (7,695) 21,101 (278) (385) 234 Benefits paid (5,757) (5,604) (4,625) (1,036) (1,224) Ending balance (969) $108,314 $ 98,386 $ 101,221 $5,861 $ 6,863 $ 8,120 $65,405 $ 61,744 $ 56,857 $2,055 $ 2,074 $ 2,066 Change in plan assets: Beginning balance at fair value Actual return on plan assets 10,129 7,153 1,151 286 215 61 Company contributions 7,730 2,112 8,361 382 939 870 Plan participants’ contributions – – – 33 51 46 Benefits paid (5,757) (5,604) (4,625) (1,036) (1,224) Ending balance at fair value $77,507 $ 65,405 $ 61,744 $ 1,720 $ 2,055 Under funded status $ (30,807) $ (32,981) $ (39,477) $ (4,141) $ (4,808) $ (6,046) $ $ 2,074 Amounts recognized in statement of financial position consist of: Current liabilities $ Non-current liabilities Net liability recognized in balance sheet 54 $ (969) DO IT BEST CORP. ANNUAL REPORT 2014 (667) (30,140) $ (30,807) (792) $ (249) (32,189) (39,228) $ (32,981) $(39,477) (280) $ (3,861) (314) $ (4,494) (353) (5,693) $ (4,141) $ (4,808) $ (6,046) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS June 28, 2014, June 29, 2013 and June 30, 2012 (Amounts in thousands, except share data) NOTE 8: Continued Retirement and Pension Plan 2014 2013 Postretirement Medical Plan 2012 2014 2013 2012 Reconciliation of amounts recognized in accumulated other comprehensive (loss) income: Prior service cost $ Net transition obligation (123) $ – (165) $ – (207) $3,586 $ 3,983 $ 4,379 – – – (26) Net actuarial loss (27,200) (28,431) (41,450) (1,504) (2,000) (2,600) Accumulated other comprehensive (loss) income (27,323) (28,596) (41,657) Prepaid (underfunded accrued) benefit cost Net liability recognized in balance sheet Change in accumulated other comprehensive income (loss) Beginning of year (no tax effect) Less amounts amortized during the year: (3,484) (4,385) 2,082 1,983 1,753 2,180 (6,223) (6,791) (7,799) $ (30,807) $ (32,981) $ (39,477) $ (4,141) $ (4,808) $ (6,046) $ (28,596) $ (41,657) $ (17,851) $1,983 $ 1,753 $ 2,238 Net transition obligation – – – – (26) (65) Prior service (cost) credit arising during the year (43) (41) (43) 396 396 396 Net (loss) gain arising during the year (1,618) (2,807) (910) (72) (139) (154) 10,213 (24,759) 423 461 (308) End of year (27,323) (28,596) (41,657) 2,082 1,983 Deferred income taxes (833) (793) Accumulated other comprehensive (loss) income, net of tax Occuring during the year: Amortization of net (loss) gain (388) 10,930 11,438 16,663 $ (16,393) $ (17,158) $ (24,994) 1,753 (701) $1,249 $ 1,190 $ 1,052 Estimated amounts to be amortized from accumulated other comprehensive income over the next fiscal year: Prior service credit (cost) (42) $ (42) $ Net transition obligation – – – – – (26) Net acturial loss (1,408) (2,690) (2,733) (80) (130) (203) (1,450) $ (2,732) $ (2,775) Total $ $ (42) $396 $ $316 $ 396 $ 266 $ 396 167 55 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS June 28, 2014, June 29, 2013 and June 30, 2012 (Amounts in thousands, except share data) NOTE 8: Continued As of June 28, 2014, the defined benefit pension plans and the postretirement medical plan had accumulated benefit obligations of approximately $88,800 and $5,900, respectively. At June 29, 2013, the defined benefit pension plans and the postretirement medical plan experienced accumulated benefit obligations of approximately $80,200 and $6,900, respectively. At June 30, 2012, the defined benefit pension plans and the postretirement medical plan experienced accumulated benefit obligations of approximately $82,200 and $8,100, respectively. The change in deferred taxes recognized in other comprehensive income (loss) approximated $(550), $(5,300), and $9,700 during 2014, 2013, and 2012, respectively. The components of net periodic benefit (cost) income are as follows: Retirement and Pension Plan 2014 Components of net periodic benefit (costs)/income: Service cost $ Interest cost Expected return on plan assets Amortization Net periodic benefit (costs)/ income $ (5,880) $ (4,530) 5,243 (1,660) (6,827) $ 2013 2012 Postretirement Medical Plan 2014 2013 (6,222) $ (4,685) $ – $ – $ (4,242) (4,089) (279) (301) 4,634 4,809 139 138 (2,851) (952) 325 232 (8,681) $ (4,917) $ 185 $ 69 $ 2012 – (422) 135 178 (109) Assumptions: Weighted-average actuarial assumptions used to determine pension and other postretirement obligations as of year-end are as follows: Discount rate Salary increase Current year trend Ultimate year trend Year of ultimate trend date 2014 2014 2013 2013 2012 2012 Retirement Retirement Retirement andPost- and Post- andPostPensionretirement Pension retirement Pensionretirement PlanMedical Plan Medical PlanMedical 4.50% 3.96% N/A N/A N/A 4.50% N/A 8.50% 5.00% 2021 4.75% 3.88% N/A N/A N/A 4.75% N/A 8.50% 5.00% 2021 4.25% 3.83% N/A N/A N/A 4.25% N/A 8.50% 5.00% 2020 Weighted-average assumptions used to determine net periodic pension cost: Discount rate Salary increase Long-term rate of return on assets Current year trend Ultimate year trend Year of ultimate trend date 56 DO IT BEST CORP. ANNUAL REPORT 2014 2014 2014 2013 2013 2012 2012 Retirement Retirement Retirement andPost- and Post- andPostPensionretirement Pension retirement Pensionretirement PlanMedical Plan Medical PlanMedical 4.75% 3.96% 7.75% N/A N/A N/A 4.75% N/A 7.75% 8.50% 5.00% 2021 4.25% 3.88% 7.75% N/A N/A N/A 4.25% N/A 7.75% 8.50% 5.00% 2020 5.50% 3.83% 8.00% N/A N/A N/A 5.50% N/A 7.75% 9.00% 5.00% 2020 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS June 28, 2014, June 29, 2013 and June 30, 2012 (Amounts in thousands, except share data) NOTE 8: Continued Plan Assets: The investment policy and strategy is to invest plan assets in order to provide income and capital growth consistent with reasonable risk tolerance. In determining pension expense, the Company, as fiduciary of the Plan, utilizes an expected long-term rate of return that, over time, should approximate the actual long-term rate of return earned on plan assets, based upon historical returns of plan assets and similar asset classes. The assumed rate for the long-term return on plan assets was determined based upon target asset allocations and expected long-term rates of return by asset class. Plan fiduciaries set investment policies and strategies for the trust. Long-term strategic investment objectives include preserving the funded status of the plan and balancing risk and return. The plan fiduciaries oversee the investment allocation process, which includes selecting investment managers, setting longterm strategic targets and monitoring asset allocations. Target allocation ranges are guidelines, not limitations, and occasionally plan fiduciaries will approve allocations above or below a target range. All Plans’ assets are composed primarily of corporate equity and debt securities and U.S. government securities and, depending on the plan, are directed either by the employer (the defined benefit pension plan and the postretirement medical benefit plan) or employee (the defined contribution profit sharing plan). The defined benefit pension plan and the postretirement medical benefit plan assets held consisted of the following at June 28, 2014, and June 29, 2013: 2014 Retirement Post- andretirement Target Allocation: Pension Plan Medical Target Allocation: Equity securities Debt securities Other Total 58% 34% 8% 100% 70% 23% 7% 100% 56% 31% 13% 100% 58% 34% 8% 100% 2013 Retirement and Pension Plan Postretirement Medical 57% 27% 16% 100% 39% 24% 37% 100% Financial Accounting Standards Board (“FASB”) ASC 820-10, Fair Value Measurements and Disclosures, establishes a framework and provides guidance on measuring the fair value of assets in a pension plan and how an employer should disclose the same. The framework establishes a fair value hierarchy that prioritizes the inputs to the valuation techniques used to measure fair value. The three levels of fair value hierarchy are described as follows: Level 1: Quoted prices (unadjusted) or identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. 57 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS June 28, 2014, June 29, 2013 and June 30, 2012 (Amounts in thousands, except share data) NOTE 8: Continued In some cases, a valuation technique used to measure fair value may include inputs from multiple levels of the fair value hierarchy. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The following descriptions of the valuation methods and assumptions used by the Plan to estimate the fair values of investments apply to investments held directly by the Plan. Equity, debt and inflation-indexed securities: Fair values reflect the closing price reported in the active market in which the security is traded (level 1 inputs). The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The following table summarizes the Company’s financial assets measured at fair value on a recurring basis in accordance with ASC 820-10 as of June 28, 2014: 2014 Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Retirement and Pension Plan Mutual funds Money Market $ Domestic Equity International Equity Domestic Fixed Managed Futures Large Blend Unconstrained Bond Domestic equity exchange traded $ 173 $ 28,893 20,328 13,987 2,755 5,685 3,461 2,225 77,507 $ 173 $ 28,893 20,328 13,987 2,755 5,685 3,461 2,225 77,507 $ – $ – – – – – – – – $ – – – – – – – – – – $ – – – – – – – $ – – – – – – – – Post-Retirement Medical Plan Mutual funds Money Market $ 231 $ Domestic Equity 526 Domestic Fixed 529 International Equity 146 Equities- Common Stock 197 Domestic equity exchange traded 53 International equity exchange traded 38 $ 1,720 $ 58 DO IT BEST CORP. ANNUAL REPORT 2014 231 $ 526 529 146 197 53 38 1,720 $ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS June 28, 2014, June 29, 2013 and June 30, 2012 (Amounts in thousands, except share data) NOTE 8: Continued The following table summarizes the Company’s financial assets measured at fair value on a recurring basis in accordance with ASC 820-10 as of June 29, 2013: 2013 Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Retirement and Pension Plan Mutual funds Money Market Domestic Equity International Equity Domestic Fixed Managed Futures Large Blend Unconstrained Bond World Bond Domestic equity exchange traded $ 981 25,956 12,909 13,643 2,133 2,270 3,334 2,217 1,962 $ 65,405 $ $ $ $ 981 25,956 12,909 13,643 2,133 2,270 3,334 2,217 1,962 65,405 $ 763 516 499 70 113 59 35 2,055 $ $ – – – – – – – – – – $ – – – – – – – – $ $ – – – – – – – – – – Post-Retirement Medical Plan Mutual funds Money Market Domestic Equity Domestic Fixed International Equity Equities – Common Stock Domestic equity exchange traded International equity exchange traded $ 763 516 499 70 113 59 35 2,055 $ $ $ – – – – – – – – 59 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS June 28, 2014, June 29, 2013 and June 30, 2012 (Amounts in thousands, except share data) NOTE 9 INCOME TAXES The provision for (benefit from) income taxes at June 28, 2014, June 29, 2013 and June 30, 2012, consisted of the following: Current income tax provision (benefit) 2014 $ 930 2013 $ (222) 2012 $ 767 Deferred income tax benefit: Accrued cooperative advertising Allowance for inventory obsolescence Deferred compensation Asset impairment Compensated absences Retirement plans Volume incentive accrual Postretirement healthcare benefits Allowance for doubtful accounts Accrued self-insured claims Prepaids and other (399) 146 45 (64) 9 (38) (15) (802) (570) 185 (185) – (62) (12) (19) 18 14 521 (841)–– 232 414 304 369 1,188 (718) 108 (119) – 66 2 (57) (403) Net deferred taxes Provisions for income taxes $ 527 655 $ 433 $ (532) 235 Deferred income taxes are provided to recognize the effects of temporary differences between financial reporting and income tax reporting. The more significant temporary differences arise from various accrued liabilities, which exceed currently deductible amounts. Management believes it is more likely than not that deferred income tax assets will be realized in full. Accordingly, no valuation allowance has been provided. At June 28, 2014, components of net deferred income taxes recognized in the consolidated balance sheet included deferred income tax assets of $22,740 and deferred income tax liabilities of $2,468. At June 29, 2013, components of net deferred income taxes recognized in the consolidated balance sheet included deferred income tax assets of $22,944 and deferred income tax liabilities of $3,053. State income tax obligations and the non-deductible expenses give rise to the difference between taxes computed at the U.S. federal statutory income tax rate and the provision for income taxes recorded in the consolidated statements of income 60 DO IT BEST CORP. ANNUAL REPORT 2014 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS June 28, 2014, June 29, 2013 and June 30, 2012 (Amounts in thousands, except share data) NOTE 10 FAIR VALUE The following table summarizes the Company’s financial assets measured at fair value on a recurring basis in accordance with ASC 820-10 as of June 28, 2014: Cash equivalents 2014 Level 1 $ 20,318 $ 20,318 $ 20,318 $ 20,318 Level 2 $ $ – – Level 3 $ $ – – The following table summarizes the Company’s financial assets measured at fair value on a recurring basis in accordance with ASC 820-10 as of June 29, 2013: 2013 Cash equivalents $ 18,018 $ Marketable security 7,050 $ 25,068 $ Level 1 18,018 $ – 18,018 $ Level 2 – $ 7,050 7,050 $ Level 3 – – – The Company’s marketable security is comprised of an auction rate security within their available-for-sale investment portfolio. The fair value of the auction rate security was determined using a pricing model that used observable market data. For the Company’s cash equivalents (money market accounts), fair value was determined using quoted market prices based on the closing price as of the balance sheet date. NOTE 11 COMMITMENTS AND CONTINGENCIES The Company was contingently liable at June 28, 2014, under a loan guarantee program, which has a maximum borrowing capacity of $5 million, with a Commercial Bank. Under the terms of the loan agreement in order to participate the Borrowers must be both, Members of and approved by, the Company in order to participate in the program. Under the terms of the program the Bank will provide a Member loan in the form of a term loan to be paid and amortized either over 84 equal monthly installments with any unpaid balance due at maturity or paid in 7 equal annual principal installments on a straight line basis plus interest due monthly. Interest on the loans will be payable at a fixed rate to be determined by the Bank at the time of funding and will be at the prime rate minus 1%, fixed for a period of 7 years. At June 28, 2014 interest rates on the loans were 2.25%. The risk of loss under these agreements is spread over many Members and is the estimated fair value considering both the contingent loss due to default and the value of the Company’s guarantee. The Company believes that any potential loss under the agreements in effect at June 28, 2014 will not be material to its financial position or results of operations. The Company, in the ordinary course of business, is the subject of or party to various pending or threatened litigation. While it is not possible to predict with certainty the outcome of these matters, management of the Company does not believe that they will materially affect the financial position, or operating results or cash flows of the Company. 61 PHILOSOPHY Serving others as we would like to be served MISSION Making the best even better® GOAL Helping our members grow PO Box 868 Fort Wayne, Indiana 46801-0868 260-748-5300 doitbestcorp.com