Exhibit 99.3
GALAXY TOOL HOLDING CORPORATION
AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2013 AND 2012
AND
INDEPENDENT AUDITORS REPORT
GALAXY TOOL HOLDING CORPORATION
AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2013 and 2012
TABLE OF CONTENTS
Page | ||||
Independent Auditors Report |
1 - 2 | |||
Consolidated Financial Statements: |
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Consolidated Balance Sheets |
3 | |||
Consolidated Statements of Income |
4 | |||
Consolidated Statements of Stockholders Equity |
5 | |||
Consolidated Statements of Cash Flows |
6 | |||
Notes to Consolidated Financial Statements |
7 - 15 |
This is a copy of the Companys annual financial statements
reproduced from an electronic file.
INDEPENDENT AUDITORS REPORT
To the Board of Directors
Galaxy Tool Holding Corporation
Winfield, KS
Report on the Consolidated Financial Statements
We have audited the accompanying consolidated financial statements of Galaxy Tool Holding Corporation and its Subsidiary, which comprise the consolidated balance sheets as of December 31, 2013 and 2012, and the related consolidated statements of income, stockholders equity and cash flows for the years then ended and the related notes to the consolidated financial statements.
Managements Responsibility for the Consolidated 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.
Auditors 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 of 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 auditors 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 entitys 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 entitys 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 reasonable 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 Galaxy Tool Holding Corporation and its Subsidiary as of December 31, 2013 and 2012, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
CERTIFIED PUBLIC ACCOUNTANTS |
March 18, 2014
Wichita, KS
GALAXY TOOL HOLDING CORPORATION
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
December 31, 2013 and 2012
2013 | 2012 | |||||||
ASSETS | ||||||||
CURRENT ASSETS |
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Cash and cash equivalents |
$ | 1,937,968 | $ | 473,656 | ||||
Accounts receivable less allowance for doubtful accounts of $10,000 |
4,496,129 | 5,523,041 | ||||||
Inventories |
4,280,123 | 2,813,369 | ||||||
Income taxes receivable |
64,000 | | ||||||
Prepaid expenses |
92,796 | 74,048 | ||||||
Deferred income taxes |
135,000 | 126,000 | ||||||
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Total current assets |
11,006,016 | 9,010,114 | ||||||
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PROPERTY, PLANT AND EQUIPMENT |
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Land |
9,000 | 9,000 | ||||||
Buildings and improvements |
3,402,270 | 3,071,919 | ||||||
Machinery and equipment |
10,027,999 | 6,919,387 | ||||||
Computer hardware and software |
491,574 | 422,852 | ||||||
Office furniture and fixtures |
93,159 | 57,682 | ||||||
Installations in progress |
3,090,561 | | ||||||
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17,114,563 | 10,480,840 | |||||||
Less accumulated depreciation |
4,553,717 | 3,250,913 | ||||||
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Net property and equipment |
12,560,846 | 7,229,927 | ||||||
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OTHER ASSETS |
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Goodwill |
8,679,091 | 8,679,091 | ||||||
Customer list, net |
1,563,535 | 2,293,786 | ||||||
Deferred debt issuance costs, net of accumulated amortization of $395,000 and $373,424 |
| 21,576 | ||||||
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10,242,626 | 10,994,453 | |||||||
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$ | 33,809,488 | $ | 27,234,494 | |||||
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2013 | 2012 | |||||||
LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||
CURRENT LIABILITIES |
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Current maturities of long-term debt |
$ | 920,754 | $ | 3,730,181 | ||||
Construction lines-of-credit |
1,781,885 | | ||||||
Accounts payable |
2,217,019 | 1,800,948 | ||||||
Accrued expenses |
1,893,968 | 1,708,303 | ||||||
Deferred revenue |
1,759,401 | 363,130 | ||||||
Income taxes payable |
| 240,000 | ||||||
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Total current liabilities |
8,573,027 | 7,842,562 | ||||||
LONG-TERM LIABILITIES |
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Long-term debt, less current maturities |
18,832,335 | 2,179,904 | ||||||
Deferred income taxes |
2,348,000 | 2,227,000 | ||||||
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Total liabilities |
29,753,362 | 12,249,466 | ||||||
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STOCKHOLDERS EQUITY |
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Preferred stock, Series A, par value $.01 per share; 5,000,000 shares authorized and 4,111,907 shares issued and outstanding, total liquidation preference of outstanding shares of $8,718,877 |
4,028,707 | 4,028,707 | ||||||
Preferred stock, Series B, par value $.01 per share; 5,000,000 shares authorized and 4,438,093 shares issued and outstanding, total liquidation preference of outstanding shares of $6,068,006 |
4,138,093 | 4,138,093 | ||||||
Preferred stock, Series C, par value $.01 per share; 1,000,000 shares authorized and 927,480 shares issued and outstanding, total liquidation preference of outstanding shares of $5,186,415 |
3,246,178 | 3,246,178 | ||||||
Preferred stock, Series D, par value $.01 per share; 1,000,000 shares authorized and 333,799 and 1,000,000 shares issued and outstanding at December 31, 2013 and 2012, respectively, total liquidation preference of outstanding shares of $6,476,644 |
4,105,731 | 12,300,000 | ||||||
Common stock, Class A, par value $.01 per share; 200,000 shares authorized and 92,657 share issued and outstanding |
927 | 927 | ||||||
Common stock, Class B, par value $.01 per share; 50,000 shares authorized and 48,093 shares issued and outstanding |
481 | 481 | ||||||
Common stock, Class C, par value $.01 per share; 1,000 shares authorized and 1,000 shares issued and outstanding; issued for no consideration |
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Additional paid-in capital |
99,000 | 99,000 | ||||||
Retained earnings (deficit) |
(4,511,513 | ) | (1,776,880 | ) | ||||
Excess of consideration paid over consideration contributed by continuing stockholder interests |
(7,051,478 | ) | (7,051,478 | ) | ||||
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Total stockholders equity |
4,056,126 | 14,985,028 | ||||||
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$ | 33,809,488 | $ | 27,234,494 | |||||
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The accompanying notes are an integral part
of these consolidated financial statements.
GALAXY TOOL HOLDING CORPORATION
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
For the Years Ended December 31, 2013 and 2012
2013 | 2012 | |||||||
Net Sales |
$ | 34,675,926 | $ | 26,178,800 | ||||
Cost of goods sold |
25,962,117 | 18,872,154 | ||||||
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Gross profit |
8,713,809 | 7,306,646 | ||||||
General and administrative expenses |
4,674,257 | 4,295,610 | ||||||
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Operating profit |
4,039,552 | 3,011,036 | ||||||
Interest expense |
2,094,454 | 692,798 | ||||||
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Income before income taxes |
1,945,098 | 2,318,238 | ||||||
Income tax expense |
574,000 | 937,000 | ||||||
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Net income |
$ | 1,371,098 | $ | 1,381,238 | ||||
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The accompanying notes are an integral part
of these consolidated financial statements.
GALAXY TOOL HOLDING CORPORATION
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
For the Years Ended December 31, 2013 and 2012
Preferred Stock | Common Stock | Additional Paid-in |
Retained Earnings |
Excess of Consideration Paid over Consideration Contributed by Continuing |
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Series A | Series B | Series C | Series D | Class A | Class B | Capital | (Deficit) | Stockholder Interests | Total | |||||||||||||||||||||||||||||||
Balance, December 31, 2011 |
$ | 4,028,707 | $ | 4,138,093 | $ | 3,246,178 | $ | 12,300,000 | $ | 927 | $ | 481 | $ | 99,000 | $ | (3,158,118 | ) | $ | (7,051,478 | ) | $ | 13,603,790 | ||||||||||||||||||
Net income |
| | | | | | | 1,381,238 | | 1,381,238 | ||||||||||||||||||||||||||||||
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Balance, December 31, 2012 |
4,028,707 | 4,138,093 | 3,246,178 | 12,300,000 | 927 | 481 | 99,000 | (1,776,880 | ) | (7,051,478 | ) | 14,985,028 | ||||||||||||||||||||||||||||
Equity to debt conversion |
(8,194,269 | ) | (8,194,269 | ) | ||||||||||||||||||||||||||||||||||||
Non-cash distribution for equity to debt conversion |
(4,105,731 | ) | (4,105,731 | ) | ||||||||||||||||||||||||||||||||||||
Net income |
| | | | | | | 1,371,098 | | 1,371,098 | ||||||||||||||||||||||||||||||
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Balance, December 31, 2013 |
$ | 4,028,707 | $ | 4,138,093 | $ | 3,246,178 | $ | 4,105,731 | $ | 927 | $ | 481 | $ | 99,000 | $ | (4,511,513 | ) | $ | (7,051,478 | ) | $ | 4,056,126 | ||||||||||||||||||
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The accompanying notes are an integral part
of these consolidated financial statements.
GALAXY TOOL HOLDING CORPORATION
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2013 and 2012
2013 | 2012 | |||||||
Cash flows from operating activities: |
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Net income |
$ | 1,371,098 | $ | 1,381,238 | ||||
Adjustments to reconcile net income to net cash from operating activities: |
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Depreciation |
1,391,072 | 1,143,039 | ||||||
Amortization |
751,827 | 747,904 | ||||||
Deferred income tax expense |
112,000 | 697,000 | ||||||
Loss on sale of equipment |
5,914 | 11,174 | ||||||
Change in operating assets and liabilities: |
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Accounts receivable |
1,026,912 | (1,871,999 | ) | |||||
Prepaid expenses |
(18,748 | ) | (6,248 | ) | ||||
Inventories |
(1,466,754 | ) | (1,870,508 | ) | ||||
Income taxes |
(304,000 | ) | 240,000 | |||||
Accounts payable and accrued expenses |
601,736 | 1,597,538 | ||||||
Deferred revenue |
1,396,271 | 267,567 | ||||||
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Net cash from operating activities |
4,867,328 | 2,336,705 | ||||||
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Cash flows from investing activities: |
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Purchase of property, plant and equipment |
(6,727,905 | ) | (736,009 | ) | ||||
Proceeds from sale of property, plant and equipment |
| 3,000 | ||||||
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Net cash from investing activities |
(6,727,905 | ) | (733,009 | ) | ||||
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Cash flows from financing activities: |
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Net payments on revolving credit agreement |
| (1,110,707 | ) | |||||
Borrowings on long-term debt |
3,856,622 | | ||||||
Principal payments on long-term debt |
(531,733 | ) | (382,539 | ) | ||||
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Net cash from financing activities |
3,324,889 | (1,493,246 | ) | |||||
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Change in cash |
1,464,312 | 110,450 | ||||||
Cash at beginning of year |
473,656 | 363,206 | ||||||
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Cash at end of year |
$ | 1,937,968 | $ | 473,656 | ||||
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Supplemental disclosure of cash flow information: |
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Interest paid |
$ | 2,055,401 | $ | 683,776 | ||||
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Equity to debt conversion |
$ | 12,300,000 | $ | | ||||
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Income taxes |
$ | 771,000 | $ | | ||||
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The accompanying notes are an integral part
of these consolidated financial statements.
GALAXY TOOL HOLDING CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. | BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Business OperationsGalaxy Tool Holding Corporation and Subsidiaries (d/b/a Galaxy Technologies) is in the business of manufacturing and designing precision tools and parts, fabricating steel and aluminum assemblies, and producing secondary equipment for the customers in the aerospace industry. Additionally, the Company serves customers in the plastic products industry with manufacturing and repairing injection and blow molds and designing component parts and secondary equipment. The Companys customers are located throughout the United States and internationally. The Company is headquartered in Winfield, Kansas, where it has a manufacturing facility.
Principles of ConsolidationThe accompanying consolidated financial statements include the accounts of Galaxy Tool Holding Corporation and its wholly-owned subsidiary, Galaxy Technologies, Inc. (the Company). All material intercompany related party balances and transactions have been eliminated in the consolidation.
Use of EstimatesThe preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect: (1) the reported amounts of assets and liabilities, (2) disclosures such as contingencies, and (3) the reported amounts of revenues and expenses included in such financial statements. Actual results could differ from those estimates.
Cash and Cash EquivalentsFor purposes of reporting the statements of cash flows, the Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less, to be cash equivalents. The Company maintains its cash in bank deposit accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts.
Accounts Receivable, TradeTrade receivables are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customers financial condition, credit history, and current economic conditions. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received.
A trade receivable is considered to be past due if any portion of the receivable balance is outstanding for more than 30 to 60 days, depending on the customer. Interest is not charged on past due accounts.
InventoriesInventories are stated at the lower of cost or market, with cost determined by the first-in, first-out (FIFO) method. Work-in-process includes material, labor, and allocable factory overhead costs.
Property, Plant and EquipmentProperty, plant and equipment are carried at cost. Depreciation is computed using the straight-line method, using estimated useful lives. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in income for the period. The cost of maintenance and repairs is charged to income as incurred; significant renewals and betterments are capitalized. Deduction is made for retirements resulting from renewals or betterments.
GALAXY TOOL HOLDING CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. | BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Customer listThe Company is amortizing its customer list, using a straight-line method, over a 7 1⁄2 year period.
GoodwillGoodwill is not amortized, but is subject to an annual impairment test, as well as when an event triggering impairment may have occurred. The Company has elected to perform its annual analysis during the fourth quarter. No indicators of impairment were identified for the years ended December 31, 2013 and 2012.
Deferred debt issuance costsDeferred debt issuance costs were amortized over the life of the related loan by the effective interest method.
Impairment of Long-Lived AssetsLong-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimate future net cash flows (undiscounted and without interest charges) expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. There were no impairment losses recognized in 2013 or 2012.
Deferred revenueDeferred revenue represents deposits and progress billings on jobs in progress.
Income TaxesDeferred tax assets and liabilities are recognized for temporary differences and loss carryforwards. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
The Company recognizes the financial statement effects of a tax position only when it believes it can more likely than not sustain the position upon an examination by the relevant tax authority. Tax years that remain subject to examination in the Companys major tax jurisdictions (Federal and State of Kansas) are 2010, 2011, 2012 and 2013.
Revenue RecognitionRevenue is recognized upon shipment of goods. Shipping and handling charges are included in revenue. Shipping and handling costs are included in cost of goods sold.
Advertising CostsThe Company expenses costs of advertising as they are incurred. Advertising expense for the years ended December 31, 2013 and 2012 was $45,974 and $39,493, respectively.
Subsequent EventsSubsequent events have been evaluated through March 18, 2014, which is the date the financial statements were available to be issued.
GALAXY TOOL HOLDING CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. | BUSINESS ACQUISITION |
On August 22, 2008, the Company acquired 100% of the stock of Galaxy Tool Corporation and its subsidiary, Encompass Tool & Machine, Inc., under the terms of a stock purchase agreement. The stock purchase transaction was accounted for in accordance with EITF Issue No. 88-16, Basis in Leveraged Buyout Transactions, and EITF Issue No. 90-12, Allocating Basis in Individual Assets and Liabilities for Transactions Within the Scope of EITF Issue No. 88-16. The aggregate purchase price was allocated to the assets and liabilities of the Company based upon an allocation of their respective carryover and fair market values. The carryover interest on the transaction was 38.6%. The portion of the acquisition recognized at fair value was 61.4%. The caption consideration paid over consideration contributed by continuing stockholder interests within the equity section of the accompanying balance sheets represents the difference between the fair value and the carrying value of the 38.6% carryover interest.
3. | INVENTORIES |
Inventories consist of the following at December 31:
2013 | 2012 | |||||||
Raw materials |
$ | 322,947 | $ | 392,565 | ||||
Work-in-process parts and labor |
3,957,176 | 2,420,804 | ||||||
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$ | 4,280,123 | $ | 2,813,369 | |||||
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4. | INSTALLATIONS IN PROGRESS |
During 2013, the Company started an expansion project to expand capabilities of the Company. The expansion consists of new equipment and a new building to house the equipment. The total expected cost of the expansion project for the building and equipment is estimated at $5 million. Included in installations in progress at December 31, 2013, are costs of $3,090,561 ($1,784,084 for the building and $1,306,477 for the equipment). These costs have been financed through construction lines of credit (see Note 7). This project is expected to be completed and assets placed in service during 2014
5. | DEPRECIATION |
Depreciation expense for the years ended December 31, 2013 and 2012, based on useful lives shown below, consists of:
2013 | 2012 | Useful Lives | ||||||||||
Building and improvements |
$ | 92,060 | $ | 96,704 | 40 years | |||||||
Machinery and equipment |
1,214,675 | 968,569 | 5 to 10 years | |||||||||
Computer hardware and software |
77,000 | 72,528 | 3 to 5 years | |||||||||
Office furniture and equipment |
7,337 | 5,238 | 5 to 10 years | |||||||||
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$ | 1,391,072 | $ | 1,143,039 | |||||||||
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GALAXY TOOL HOLDING CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. | INTANGIBLE ASSETS |
The net values for intangible assets at December 31, 2013 and 2012 were as follows:
2013 | 2012 | |||||||||||||||||||||||
Gross Carrying Amount |
Accumulated Amortization |
Net Carrying Value |
Gross Carrying Amount |
Accumulated Amortization |
Net Carrying Value |
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Customer list |
$ | 5,476,880 | $ | (3,913,345 | ) | $ | 1,563,535 | $ | 5,476,880 | $ | (3,183,094 | ) | $ | 2,293,786 | ||||||||||
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Amortization expense of the customer list for the years ended December 31, 2013 and 2012 was $730,251. Estimated amortization expense for each of the following years is:
2014 |
$ | 730,251 | ||
2015 |
730,251 | |||
2016 |
103,033 | |||
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$ | 1,563,535 | |||
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Goodwill of $8,679,091 was recognized with the acquisition as described in Note 2 and there were no changes in its carrying amount for the years ended December 31, 2013 and 2012.
7. | REVOLVING LINES-OF-CREDIT AND LONG-TERM DEBT |
Revolving Line-of-CreditUnder terms of the revolving line-of-credit agreement with a bank, which expires November 2014, the Company may borrow up to $1,000,000, limited to 70% of eligible accounts receivable, 50% of the book value of eligible inventory (inventory is limited to 50% of eligible accounts receivable). The interest rate at December 31, 2013 was 5.75%. The agreement is secured by substantially all of the Companys accounts receivable, inventories, and equipment. The agreement and other long-term debt with the same bank contain certain restrictive covenants common to these types of agreements. As of December 31, 2013, the full line is available to be drawn on.
Construction Lines-of-CreditUnder terms of two construction line-of-credit agreements with a bank, the Company may borrow up to $2.5 million in relation to construction of a new building and $2.2 million for costs associated with the addition of new equipment. The interest rate for both lines-of-credit at December 31, 2013 was 4.5%. Payments of interest only are required on the outstanding balances until the asset completion dates. The completion dates are estimated to be on July 1, 2014 for the building and December 1, 2014 for the new equipment. Upon completion, the lines-of-credit will become long-term amortizing loans. The agreement is secured by the related building and equipment. The total amount drawn on the building and equipment lines as of December 31, 2013 was $1,404,777 and $377,108, respectively.
GALAXY TOOL HOLDING CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. | REVOLVING LINE-OF-CREDIT AND LONG-TERM DEBT (CONTINUED) |
Long-term debt at December 31, 2013 and 2012 consists of the following:
2013 | 2012 | |||||||
Subordinated notes payable to a stockholder of the Company; interest at the greater of 13.5% or a floating rate equal to the LIBOR plus 9.5% (the rate was 13.5% at December 31, 2013); due in full in August 2017. The loan is collateralized by substantially all assets of the Company. The note is subordinated to the revolving credit agreement, construction lines-of-credit and term loans disclosed below. Under the terms of the subordinated note payable agreement, the Company is subject to certain restrictions, which include, but are not limited to, making equity distributions; limitations on indebtedness, capital expenditures, management fees and leases; and restrictions on investments. The Company is also required to comply with certain financial covenants; including minimum EBITDA levels and a fixed charge coverage ratio. The subordinated note payable agreement contains a prepayment premium clause that requires the Company to pay a premium for prepayments on or prior to the maturity date. The dates and percentages related to this clause are 3% of principal prepaid in year one, 2% in year two, and 1% in year three from the anniversary date in August 2010. The note also contains a clause that, as permitted under the subordination agreement, requires the Company to prepay the outstanding amount based on excess cash flow, as defined in the agreement. The note also provides for an exit fee of $1,939,532 plus 8.6% per annum of the greater of the outstanding principal balance or $11,640,000, payable upon any charge of control that occurs prior to the payoff of the amounts due under the note. |
$ | 15,520,000 | $ | 3,220,000 | ||||
Note payable to a bank; due in monthly payments of $28,017 including interest at 4.50% through maturity in December of 2018. The loan is collateralized by equipment, accounts receivable, and inventory. |
1,501,030 | | ||||||
Note payable to a bank; due in monthly payments of $38,681 including interest at 5.95% through maturity in April of 2017. The loan is collateralized by equipment, accounts receivable, and inventory. |
1,398,653 | 1,765,798 | ||||||
Note payable to a bank; due in monthly payments of $16,164 including interest at 5.95% through September 2016 and prime plus 2% thereafter, through maturity in September 2018. The loan is collateralized by equipment, accounts receivable, and inventory. |
799,519 | 924,287 |
GALAXY TOOL HOLDING CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. | REVOLVING LINE-OF-CREDIT AND LONG-TERM DEBT (CONTINUED) |
2013 | 2012 | |||||||
Note payable to a bank; due in monthly payments of $9,448 including interest at 4.50% through maturity in September of 2018. The loan is collateralized by equipment, accounts receivable, and inventory. |
$ | 483,019 | $ | | ||||
Financed vehicle payable to dealer; due in monthly payments of $1,159 including interest at 6.35% through maturity in April of 2018. The loan is collateralized by the vehicle. |
50,868 | | ||||||
|
|
|
|
|||||
19,753,089 | 5,910,085 | |||||||
Less current maturities |
920,754 | 3,730,181 | ||||||
|
|
|
|
|||||
$ | 18,832,335 | $ | 2,179,904 | |||||
|
|
|
|
Annual maturities of long-term debt at December 31, 2013, are as follows:
Year ending December 31, |
||||
2014 |
$ | 920,754 | ||
2015 |
971,467 | |||
2016 |
1,025,070 | |||
2017 |
16,284,684 | |||
2018 |
551,114 | |||
|
|
|||
$ | 19,753,089 | |||
|
|
8. | INCOME TAX |
Deferred Income TaxesNet deferred tax assets (liabilities) consist of the following at December 31, 2013 and 2012:
2013 | 2012 | |||||||
Deferred tax assets: |
||||||||
Accounts receivable |
$ | 4,000 | $ | 4,000 | ||||
Accrued expenses |
90,000 | 101,000 | ||||||
State net operating loss and credit carryforwards (expire 2021) |
41,000 | 21,000 | ||||||
|
|
|
|
|||||
Current deferred tax assets |
135,000 | 126,000 | ||||||
|
|
|
|
|||||
Deferred tax liabilities: |
||||||||
Property, plant and equipment |
(1,723,000 | ) | (1,309,000 | ) | ||||
Customer list |
(625,000 | ) | (918,000 | ) | ||||
|
|
|
|
|||||
Non-current deferred tax liabilities |
(2,348,000 | ) | (2,227,000 | ) | ||||
|
|
|
|
|||||
Net deferred tax assets (liabilities) |
$ | (2,213,000 | ) | $ | (2,101,000 | ) | ||
|
|
|
|
GALAXY TOOL HOLDING CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. | INCOME TAX (CONTINUED) |
Income Tax ExpenseIncome tax expense for the years ended December 31, 2013 and 2012 is comprised of the following:
2013 | 2012 | |||||||
Current |
$ | 462,000 | $ | 240,000 | ||||
Deferred |
112,000 | 697,000 | ||||||
|
|
|
|
|||||
Total |
$ | 574,000 | $ | 937,000 | ||||
|
|
|
|
The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from operations because of state taxes, nondeductible expenses, and tax credits.
9. | EMPLOYEE BENEFIT PLAN |
The Company has a defined contribution plan covering all employees meeting the eligibility requirements of the plan. The Company contributes a discretionary percentage of employee contributions as determined annually by the Board of Directors. Retirement plan matching expense for the years ended December 31, 2013 and 2012 was $121,290 and $97,514, respectively.
10. | OPERATING LEASES |
The Company leases equipment under operating leases expiring in the years 2014 through 2018. Total rent expense under all operating leases amounted to $290,683 and $168,197 for the years ended December 31, 2013 and 2012, respectively.
The following is a schedule of future minimum rental payments required under the operating leases as of December 31, 2013:
Year Ending December 31, |
||||
2014 |
$ | 296,526 | ||
2015 |
242,527 | |||
2016 |
206,652 | |||
2017 |
174,939 | |||
2018 |
66,925 | |||
|
|
|||
$ | 987,569 | |||
|
|
GALAXY TOOL HOLDING CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11. | COMMON AND PREFERRED STOCK |
Common stock consists of Class A, B and C shares. Class A and B shares are voting. Class C shares are non-voting. Upon a triggering event, such as a letter of intent to sell the Company, failure to meet certain EBITDA levels, or a default under the loan agreements, the Class B shares may become Class A shares at the option of the holder. Upon corporate liquidation or dissolution, after preferred shareholders receive their liquidation value, the remaining proceeds are divided between Class A and B shares, except that the proceeds allocated to Class B shares are allocated in part to Class C shares based on certain internal rates of return earned by one of the principal stockholders on his preferred and common stock investment in the Company.
Preferred stock consists of series A, B, C, and D shares carried at the original issue price of $1 per share for Series A and B, $3.50 for Series C and $12.30 for Series D. All shares are designated as nonvoting. However, a majority of Series A, C and D shareholders must approve certain corporate matters of significance, including amendments to the Articles of Incorporation, share issuances or redemptions, asset or stock sales or mergers, hiring of a Chief Executive Officer and change in number of board members. Dividends on the shares are payable when and if declared by the board. Dividends compound annually and are cumulative. Dividend rates are 15% on Series A shares, 6% on Series B, 15% on Series C and 6% on Series D (prior to February 28, 2013 the dividend rate was 17.5% on Series D). Series D shares have first priority in liquidation or dissolution, receiving their original issuance price plus unpaid dividends. Series C shares have second priority receiving 1.5 times their original issuance price plus unpaid dividends; followed by Series A shares and lastly Series B shares, both of which receive their original issue price plus unpaid dividends. Dividend payments receive the same priority with Series C dividends payable only if Series D accumulated dividends have been paid, Series A after Series C dividends are paid and Series B after Series A dividends are paid.
All shares may be redeemed at the holders option after six years from the date of issuance, which will be August 2014 for Series A and B shares and August 2016 for Series C or D shares, or after satisfaction of all amounts due under loans extended to the Company by the holders (see Note 7). Redemption is mandatory in the case of a qualified public offering of the Companys common stock.
The agreement between the stockholders also provides for various rights of electing the members of the Companys Board of Directors and requires consents as to the sale of the Company.
In connection with the acquisition discussed in Note 2, the Company issued warrants to an outside entity for investment banker services to allow the entity to purchase 5,389 Class A common shares for $1 per share. No value was ascribed to the warrants. The warrants expire in August 2020.
During 2013, $8.2 million of preferred D stock was redeemed and a dividend of $4.1 million was paid on these shares through conversion into debt for the Company.
GALAXY TOOL HOLDING CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12. | MAJOR CUSTOMERS |
Sales to major customers for the years ended December 31, 2013 and 2012 are as follows:
2013 | 2012 | |||||||||||||||
Percent of Revenues |
Percent of Accounts Receivable at December 31 |
Percent of Revenues |
Percent of Accounts Receivable at December 31 |
|||||||||||||
Customer A |
4 | % | 10 | % | 11 | % | 10 | % | ||||||||
Customer B |
11 | % | 10 | % | 6 | % | 7 | % | ||||||||
Customer C |
10 | % | 20 | % | 7 | % | 12 | % |
13. | RELATED PARTIES |
The Company pays a management services fee to a stockholder. In August 2010 an agreement deferring payment until 2017 of the fee was entered into with the stockholder. The fee continues to accrue. Total expense for the years ended December 31, 2013 and 2012 was $225,000. Included in accrued expenses at December 31, 2013 and 2012 are fees of $783,750 and $558,750, respectively, that remain payable.
As discussed in Note 7, the Company has a debt agreement with a stockholder. Interest expense for the year ended December 31, 2013 and 2012 was $1,856,775 and $527,044, respectively.