Exhibit 99.6
FINANCIAL STATEMENTS
SOUTHWIND BUILDING PRODUCTS, LLC
DECEMBER 31, 2025
SOUTHWIND BUILDING PRODUCTS, LLC
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
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PAGE
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FINANCIAL SECTION
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Independent auditor’s report
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1.
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Balance sheet
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3.
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Statement of income and members’ equity
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5.
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Statement of cash flows
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6.
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Notes to financial statements
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7.
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INDEPENDENT AUDITOR’S REPORT
To the Members and Management
of Southwind Building Products, LLC
Opinion
We have audited the accompanying financial statements of Southwind Building Products, LLC (a Delaware limited liability company), which comprise the balance sheet as of December 31, 2025, and the related statements
of income and members’ equity and cash flows for the year then ended, and the related notes to the financial statements.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Southwind Building Products, LLC as of December 31, 2025, and the results of its
operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for
the Audit of the Financial Statements section of our report. We are required to be independent of Southwind Building Products, LLC and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our
audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design,
implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Southwind Building Products, LLC’s
ability to continue as a going concern within one year after the date that the financial statements are available to be issued.
201 N. THORNTON AVE | P.O. BOX 749 | DALTON, GA 30722 | PHONE 706.529.0749 | FAX 706.529.5549
1.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material
misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with generally accepted auditing standards, we:
| • |
Exercise professional judgment and maintain professional skepticism throughout the audit.
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| • |
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis,
evidence regarding the amounts and disclosures in the financial statements.
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| • |
Obtain an understanding of internal control relevant to the audit 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 Southwind Building
Products, LLC’s internal control. Accordingly, no such opinion is expressed.
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| • |
Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.
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Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Southwind Building Products, LLC’s ability to continue as a going concern for a reasonable period of time.
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We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters
that we identified during the audit.
/s/ Estes & Walcott
Dalton, Georgia
June 24, 2026
2.
SOUTHWIND BUILDING PRODUCTS, LLC
BALANCE SHEET
DECEMBER 31, 2025
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ASSETS
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2025
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|||
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Current assets:
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||||
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Cash
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$
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1,754,441
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||
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Accounts receivable
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5,762,856
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|||
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Tariff refunds receivable
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3,167,376
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|||
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Inventory
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30,681,503
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|||
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Prepaid expenses
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392,283
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|||
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Deposits
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10,356
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|||
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Total current assets
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41,768,815
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|||
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Capitalized assets:
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||||
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Property and equipment, net
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795,154
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|||
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Right-of-use assets - finance leases
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419,874
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|||
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Right-of-use assets - operating leases
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4,050,000
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|||
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Total capitalized assets
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5,265,028
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|||
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Other assets:
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||||
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Goodwill
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30,987,577
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|||
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Total other assets
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30,987,577
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|||
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Total assets
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$
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78,021,420
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||
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(continued)
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||||
The accompanying notes are an integral part of these financial statements.
3.
SOUTHWIND BUILDING PRODUCTS, LLC
BALANCE SHEET
DECEMBER 31, 2025
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LIABILITIES & MEMBERS’ EQUITY
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2025
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|||
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Current liabilities:
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||||
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Accounts payable
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$
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10,728,622
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Accrued expenses
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696,477
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Current portion of finance lease liabilities
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164,336
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Current portion of operating lease liabilities
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1,215,000
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|||
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Total current liabilities
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12,804,435
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| Long-term liabilities: | ||||
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Long-term portion of finance lease liabilities
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255,538
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|||
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Long-term portion of operating lease liabilities
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2,835,000
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|||
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Total long-term liabilities
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3,090,538
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Total liabilities
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15,894,973
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| Members’ equity: | ||||
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Members’ equity
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62,126,447
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Total members’ equity
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62,126,447
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Total liabilities and members’ equity
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$
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78,021,420
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The accompanying notes are an integral part of these financial statements.
4.
SOUTHWIND BUILDING PRODUCTS, LLC
STATEMENT OF INCOME AND MEMBERS’ EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2025
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2025
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||||
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Net sales
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$
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80,112,310
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Cost of goods sold
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59,090,572
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Gross profit
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21,021,738
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Selling, general, and administrative expenses
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13,657,181
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Income from operations
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7,364,557
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| Other income (expense): | ||||
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Bad debt expense
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(143,498
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)
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Interest income
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49,011
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|||
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Interest expense
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(24,898
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)
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Total other income (expense)
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(119,385
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)
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Net income
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7,245,172
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|||
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Member distributions
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(10,860,595
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)
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Members’ equity - beginning
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65,741,870
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Members’ equity - ending
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$
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62,126,447
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The accompanying notes are an integral part of these financial statements.
5.
SOUTHWIND BUILDING PRODUCTS, LLC
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2025
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Cash flows from operating activities:
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2025
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Net income
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$
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7,245,172
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Non-cash items included in net income:
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||||
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Bad debt
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143,498
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Depreciation
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365,298
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Amortization of right-of-use assets
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1,215,000
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(Increase) decrease in receivables
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(2,505,726
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)
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(Increase) decrease in inventory
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5,784,933
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(Increase) decrease in prepaid expenses
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206,125
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(Increase) decrease in deposits
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41,544
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Increase (decrease) in accounts payable
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271,477
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Increase (decrease) in accrued expenses
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(338,609
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)
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Increase (decrease) in operating lease liabilities
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(1,215,000
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)
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Net cash provided (used) by operating activities
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11,213,712
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||||
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Cash flows from financing activities:
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||||
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Principal retirement of finance lease liabilities
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(156,268
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)
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Member distributions
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(10,860,595
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)
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Net cash provided (used) by financing activities
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(11,016,863
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)
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Increase (decrease) in cash
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196,849
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|||
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Cash - beginning
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1,557,592
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|||
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Cash - ending
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$
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1,754,441
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||
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Supplemental disclosures of cash flow information:
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||||
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Cash paid during the year for interest
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$
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24,898
|
||
The accompanying notes are an integral part of these financial statements.
6.
SOUTHWIND BUILDING PRODUCTS, LLC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Note 1. Summary of significant accounting policies-
The accounting and reporting policies of Southwind Building Products, LLC (the Company) conform to generally accepted accounting principles of the United States of America
and to the general practice of their industry. The following is a summary of the more significant policies.
Business activity-
The Company is engaged in the production of commercial and residential carpet and sale of hard surface flooring. Sales are throughout the continental United States. The
Company grants credit on substantially all sales. As a limited liability company, each member’s liability is limited to amounts reflected in their respective member accounts.
Revenue recognition-
The Company complies with ASU 2014-09, which has a standard core principle that an entity should recognize revenue when it transfers promised goods
or services to customers in an amount that reflects the consideration which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 prescribes a five-step process to accomplish this core principle, including 1)
identification of the contract with the customer; 2) identification of the performance obligation(s) under the contract; 3) determination of the transaction price; 4) allocation of the transaction price to the identified performance obligation(s);
and 5) recognition of revenue as (or when) an entity satisfies the identified performance obligation(s).
The Company recognizes revenue on product sales when products are shipped to customers. Standard payment terms require payment within 30 days; some direct-ship products
require payment within 60 days. Additionally, some customers pay in accordance with their customer-specific payment terms set by the Company. Customers have a right of return for products which are defective or damaged.
The Company recognizes revenue only when all of the following criteria have been met:
| • |
Persuasive evidence of an arrangement exists;
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| • |
Delivery has occurred or services have been rendered;
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| • |
The fee for the arrangement is fixed or determinable; and
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| • |
Collectability is reasonably assured.
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7.
SOUTHWIND BUILDING PRODUCTS, LLC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Note 1. Summary of significant accounting policies- (continued)
Accounting estimates-
The preparation of financial statements in conformity with generally accepted accounting principles of the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.
Effective January 1, 2025, the Company made a change to the accounting estimate regarding inventory obsolescence and reserve. Prior to the effective date, the Company
considered certain hard surface and carpet inventory populations greater than one year old to be potentially obsolete, and included those values in the inventory reserve. Management analyzed historical sales data, and determined that this period
was too brief, and substantial portions of inventory were sold at full value subsequent to the one-year threshold. Therefore, the Company has updated the threshold to two years. The magnitude of this change in estimate approximated $3.7 million for
the year ended December 31, 2025. The change in estimated was accounted for prospectively. No restatement of prior year balances was required.
Concentrations of credit risk-
The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and trade accounts receivable. The Company places its cash
and temporary cash investments with high quality institutions. At times such investments may be in excess of the FDIC insurance limit.
Cash-
Cash includes cash on hand and in the bank. The Company also considers all highly liquid investments with a maturity of three months or less when purchased to be cash.
Accounts receivable-
Accounts receivable consists primarily of trade accounts. The Company extends credit to customers based on an individual review of their credit worthiness. As a general
rule, letters of personal guarantee are required, and customers may be asked to pay a cash deposit before delivery. The Company extends credit with multiple due dates over a 90-day period. The Company maintains a reserve for product claims based
upon consideration of individual accounts, historic trends, and other information.
Tariff refunds receivable-
The Company has recorded a receivable for tariff refunds related to certain IEEPA tariff surcharges paid during 2025 on qualifying import entries. The receivable is based
on management’s review of eligible entries and amounts expected to be recovered. The receivable excludes regular customs duties, merchandise processing fees, harbor maintenance fees, Section 301 tariffs, freight, broker fees, and other
non-refundable import costs. Tariff refunds receivable totaled $3,167,376 at December 31, 2025.
8.
SOUTHWIND BUILDING PRODUCTS, LLC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
| Note 1. |
Summary of significant accounting policies- (continued)
|
Inventory-
Inventory is stated at the lower of cost or net realizable value with cost being determined on a first-in, first-out basis.
Property and equipment-
Property and equipment is recorded at cost. Depreciation is computed by the straight-line method over the estimated useful lives of individual assets. Repairs and maintenance
are charged to expense as incurred. When assets are retired or otherwise disposed of, their cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in current earnings. The estimated
useful lives are as follows:
|
Machinery and equipment
|
3-15 years
|
|
Office equipment
|
3-15 years
|
|
Transportation equipment
|
5-7 years
|
|
Leasehold improvements
|
3-20 years
|
Goodwill-
Goodwill represents the cost in excess of the fair value over net assets related to the acquisition of the business in May 2021. In accordance with ASC 350-20, goodwill is
not amortized for financial statement reporting purposes. Goodwill is amortized and deductible over a period of 15 years for tax purposes.
The Company has evaluated the fair value of goodwill and has determined that no impairment exists.
Leases-
The Company accounts for leases in accordance with FASB ASC 842, Leases, and applies the standard to all contracts that meet the definition of a lease.
Income taxes-
A limited liability company is treated as a partnership for income tax purposes and is not subject to income taxes. In lieu of corporate income taxes, the members are
taxed on their proportionate share of the Company’s taxable income. Accordingly, no provision or liability for income taxes has been included in the financial statements. Management does not believe there are any uncertain tax positions as of
December 31, 2025. The Company could be subject to income tax examinations for its federal and state income tax returns for the current and three prior years.
Advertising-
Advertising costs are expensed as incurred. Advertising expense is included in selling, general, and administrative expenses, and totaled $1,240,145 for the year ended
December 31, 2025. Samples are a form of advertising but are reported separately. Sample costs totaled $220,169 for the year ended December 31, 2025.
9.
SOUTHWIND BUILDING PRODUCTS, LLC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
| Note 1. |
Summary of significant accounting policies- (continued)
|
Shipping and handling costs-
The cost of freight to ship goods to customers is expensed as incurred. Shipping and handling costs are included in cost of goods sold, and totaled $5,094,773 for the year
ended December 31, 2025.
Fair value of financial instruments-
Unless otherwise noted, the fair values of all reported assets and liabilities which represent financial instruments (none of which are held for trading purposes)
approximate the carrying values of such amounts.
Subsequent events-
Management has evaluated subsequent events through June 24, 2026, the date the financial statements were available to be issued.
Subsequent to year-end, Bed Bath & Beyond, Inc. entered into a letter of intent to acquire the equity interests and substantially all assets of F9 Brands, Inc.,
which includes Southwind Building Products and certain affiliated companies. The transaction is subject to customary closing conditions and had not closed as of the date the financial statements were available to be issued. No adjustments have
been made to the accompanying financial statements as a result of this subsequent event.
Note 2. Accounts receivable-
Accounts receivable at December 31, 2025 consisted of the following:
| 2025 | ||||
| Trade receivables |
$
|
5,941,483
|
||
| Allowances for claims | (178,627 | ) | ||
|
$
|
5,762,856
|
|||
Note 3. Inventory-
Inventory at December 31, 2025 consisted of the following:
|
2025
|
||||
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Finished goods
|
$
|
26,565,558
|
||
|
Work in process
|
2,812,471
|
|||
|
Raw materials
|
1,303,474
|
|||
|
$
|
30,681,503
|
|||
10.
SOUTHWIND BUILDING PRODUCTS, LLC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Note 4. Property and equipment-
Property and equipment at December 31, 2025 consisted of the following:
| 2025 | ||||
| Machinery and equipment |
$
|
1,704,455
|
||
| Office equipment | 306,212 | |||
| Transportation equipment | 345,760 | |||
| 2,356,427 | ||||
| Accumulated depreciation | (1,561,273 | ) | ||
|
$
|
795,154
|
|||
Depreciation expense for the year ended December 31, 2025 totaled $365,298, and includes depreciation expense on property and equipment and on right-of-use assets
purchased through financing leases.
Note 5. Leasing arrangements-
The Company has six financing leases for transportation equipment. The finance leases have remaining terms through December 2029. The leases meet the definition of
financing leases under the standard.
Right-of-use assets obtained through finance leases at December 31, 2025 consisted of the following:
| 2025 | ||||
| Right-of-use assets - finance leases |
$
|
853,684
|
||
| Accumulated depreciation | (433,810 | ) | ||
|
$
|
419,874
|
|||
11.
SOUTHWIND BUILDING PRODUCTS, LLC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Note 5. Leasing arrangements- (continued)
Leasing activity for finance leases reported on the balance sheet at December 31, 2025 consisted of the following:
|
Finance lease payable in monthly installments of $3,135 including interest at 11.413% through December 2027. Secured by freightliners.
|
$ |
66,993 | ||
|
Finance lease payable in monthly installments of $1,924 including interest at 5.25% through July 2027. Secured by forklifts.
|
34,996
|
|||
|
Finance lease payable in monthly installments of $2,308 including interest at 2.69% through May 2028. Secured by forklifts.
|
64,718
|
|||
|
Finance lease payable in monthly installments of $696 including interest at 2.69% through March 2028. Secured by forklifts.
|
18,224
|
|||
|
Finance lease payable in monthly installments of $4,593 including interest at 2.69% through May 2028. Securedby forklifts.
|
128,818
|
|||
|
Finance lease payable in monthly installments of $2,460 including interest at 5.33% through December 2029. Secured by freightliner.
|
106,125
|
|||
|
419,874
|
||||
|
Current maturities
|
(164,336
|
)
|
||
|
Long-term portion of finance leases payable
|
$
|
255,538
|
The Company has one operating lease for a building at December 31, 2025. The Company leases an office/warehouse in Georgia from a related party. The Company is
responsible for maintenance, utilities, and property taxes on the leased space. The operating lease has a remaining term through April 2029. The lease meets the definition of an operating lease under the standard.
In accordance with ASC 842, the Company recognizes a “right-of-use” asset and related lease liability at the commencement date of each lease based on the present value of
the fixed lease payments over the expected lease term. The lease term for this purpose will include any renewal period where the Company determines that it is reasonably certain that it will exercise the option to renew.
The implicit discount rates of the Company’s operating lease agreements are not readily determinable. The Company has elected to use a 0% rate to calculate the present
value of its fixed lease payments for the operating lease in effect at December 31, 2025. The weighted-average maturity of the lease is 3.3 years.
12.
SOUTHWIND BUILDING PRODUCTS, LLC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Note 5. Leasing arrangements- (continued)
Fixed lease payments are recognized on a straight-line basis over the lease term, while variable payments (such as taxes, administrative fees, and variable common area
maintenance charges) are recognized in the period incurred. Leases with a term of twelve months or less are not recorded on the balance sheet. Common charges to a related party for leased facilities totaled $16,200 for the year ended December 31,
2025. Short-term lease costs paid to outside parties totaled $267,956 for the year ended December 31, 2025.
Leasing activity for operating leases reported on the balance sheet at December 31, 2025 consisted of the following:
| 2025 | ||||
| Right-of-use assets - operating leases |
$
|
4,050,000
|
||
| Operating lease liabilities | $ | 4,050,000 | ||
| Current maturities | (1,215,000 | ) | ||
| Long-term portion of operating leases payable | $ | 2,835,000 | ||
Leasing activity reported on the income statement as of December 31, 2025 consisted of the following:
| 2025 | ||||
| Amortization of leased assets included in depreciation expense |
$
|
156,268
|
||
| Interest on lease liabilities included in interest expense | 24,898 | |||
| Total finance lease costs | $ | 181,166 | ||
| Amortization of leased assets included in rent expense | $ | 1,215,000 | ||
| Interest on lease liabilities included in interest expense | - | |||
| Total operating lease costs | $ | 1,215,000 | ||
Leasing activity reported on the statement of cash flows as of December 31, 2025 consisted of the following:
|
2025
|
||||
|
Cash paid for amounts included in the measurement of lease liabilities:
|
||||
|
Operating cash flows from finance leases
|
$
|
24,898
|
||
|
Operating cash flows from operating leases
|
$
|
1,215,000
|
||
|
Financing cash flows from finance leases
|
$
|
156,268
|
||
13.
SOUTHWIND BUILDING PRODUCTS, LLC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Note 5. Leasing arrangements- (continued)
Future minimum lease payments required under finance leases are as follows:
|
2026
|
$
|
181,391
|
||
|
2027
|
171,774
|
|||
|
2028
|
66,197
|
|||
|
2029
|
29,520
|
|||
|
Amounts representing interest
|
(29,008
|
)
|
||
|
Present value of net minimum finance lease payments
|
$
|
419,874
|
Future minimum lease payments required under operating leases are as follows:
|
2026
|
$
|
1,215,000
|
||
|
2027
|
1,215,000
|
|||
|
2028
|
1,215,000
|
|||
|
2029
|
405,000
|
|||
|
Amounts representing interest
|
-
|
|||
|
Present value of net minimum operating lease payments
|
$
|
4,050,000
|
Note 6. Related party transactions-
The Company’s members and their affiliates, sell goods to the Company in the normal course of business. Additionally, they own and rent real estate to the Company in the
normal course of business, as disclosed in Note 5. Transactions between the companies are as follows:
|
2025
|
||||
|
Rent and property expense
|
$
|
1,284,984
|
||
|
Purchases
|
463,149
|
|||
|
Accounts payable
|
680,295
|
|||
Note 7. Retirement plan-
The Company maintains a qualified deferred compensation plan under Section 401(k) of the Internal Revenue Code. The plan covers substantially all of the Company’s
employees, and features a safe harbor match of employee contributions. The Company’s expenses under this plan totaled $146,072 for the year ended December 31, 2025.
14.
SOUTHWIND BUILDING PRODUCTS, LLC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Note 8. Contingencies-
The Company is subject to various claims, legal proceedings, and investigations covering a wide range of matters that may arise in the ordinary course of business.
Management believes the resolutions of claims and pending litigation will not have a material effect, individually or in the aggregate, to the financial position, results of operations, or cash flows after contemplating potential insurance
recoveries or accruals.
Note 9. Concentrations-
The Company purchased finished goods from two vendors that comprised a significant portion of purchases for the year ended December 31, 2025, as follows:
|
Vendor 1
|
Vendor 2
|
|||||||
|
Inventory purchased
|
$
|
14,585,967
|
$
|
8,091,252
|
||||
|
Percent of cost of goods sold
|
25
|
%
|
14
|
%
|
||||
|
Accounts payable
|
$
|
3,594,344
|
$
|
2,231,344
|
||||
|
Percent of accounts payable at year end
|
34
|
%
|
21
|
%
|
||||
Although there are other suppliers of this material, a change in suppliers might cause a delay in obtaining product, which could ultimately affect operating results.
Note 10. Contingent debt-
The Company is a guarantor on a loan for its owner. The loan is a line of credit in the maximum amount of $60,000,000. The loan began in August 2022,
and has an extended maturity date of October 2026. The note bears an interest rate of BSBY Rate plus 1.80%. Interest is due in monthly installments. The loan is secured substantially all assets of the corporate owner and all its subsidiaries,
including the Company. The Company is not an obligor under the loan agreement.