Exhibit 99.3

GALAXY TOOL HOLDING CORPORATION

AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2013 AND 2012

AND

INDEPENDENT AUDITOR’S REPORT


GALAXY TOOL HOLDING CORPORATION

AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2013 and 2012

TABLE OF CONTENTS

 

     Page  

Independent Auditor’s Report

     1 - 2   

Consolidated Financial Statements:

  

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 Company’s annual financial statements

reproduced from an electronic file.


INDEPENDENT AUDITOR’S 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.

Management’s 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.

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 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 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 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.

LOGO
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

     

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   
  

 

 

    

 

 

 

Total current assets

     11,006,016         9,010,114   
  

 

 

    

 

 

 

PROPERTY, PLANT AND EQUIPMENT

     

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         —     
  

 

 

    

 

 

 
     17,114,563         10,480,840   

Less accumulated depreciation

     4,553,717         3,250,913   
  

 

 

    

 

 

 

Net property and equipment

     12,560,846         7,229,927   
  

 

 

    

 

 

 

OTHER ASSETS

     

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   
  

 

 

    

 

 

 
     10,242,626         10,994,453   
  

 

 

    

 

 

 
   $ 33,809,488       $ 27,234,494   
  

 

 

    

 

 

 


     2013     2012  
LIABILITIES AND STOCKHOLDERS’ EQUITY   

CURRENT LIABILITIES

    

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   
  

 

 

   

 

 

 

Total current liabilities

     8,573,027        7,842,562   

LONG-TERM LIABILITIES

    

Long-term debt, less current maturities

     18,832,335        2,179,904   

Deferred income taxes

     2,348,000        2,227,000   
  

 

 

   

 

 

 

Total liabilities

     29,753,362        12,249,466   
  

 

 

   

 

 

 

STOCKHOLDERS’ EQUITY

    

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

     —          —     

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
  

 

 

   

 

 

 

Total stockholders’ equity

     4,056,126        14,985,028   
  

 

 

   

 

 

 
   $ 33,809,488      $ 27,234,494   
  

 

 

   

 

 

 

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   
  

 

 

    

 

 

 

Gross profit

     8,713,809         7,306,646   

General and administrative expenses

     4,674,257         4,295,610   
  

 

 

    

 

 

 

Operating profit

     4,039,552         3,011,036   

Interest expense

     2,094,454         692,798   
  

 

 

    

 

 

 

Income before income taxes

     1,945,098         2,318,238   

Income tax expense

     574,000         937,000   
  

 

 

    

 

 

 

Net income

   $ 1,371,098       $ 1,381,238   
  

 

 

    

 

 

 

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
       
    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   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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:

    

Net income

   $ 1,371,098      $ 1,381,238   

Adjustments to reconcile net income to net cash from operating activities:

    

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:

    

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   
  

 

 

   

 

 

 

Net cash from operating activities

     4,867,328        2,336,705   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchase of property, plant and equipment

     (6,727,905     (736,009

Proceeds from sale of property, plant and equipment

     —          3,000   
  

 

 

   

 

 

 

Net cash from investing activities

     (6,727,905     (733,009
  

 

 

   

 

 

 

Cash flows from financing activities:

    

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
  

 

 

   

 

 

 

Net cash from financing activities

     3,324,889        (1,493,246
  

 

 

   

 

 

 

Change in cash

     1,464,312        110,450   

Cash at beginning of year

     473,656        363,206   
  

 

 

   

 

 

 

Cash at end of year

   $ 1,937,968      $ 473,656   
  

 

 

   

 

 

 

Supplemental disclosure of cash flow information:

    

Interest paid

   $ 2,055,401      $ 683,776   
  

 

 

   

 

 

 

Equity to debt conversion

   $ 12,300,000      $ —     
  

 

 

   

 

 

 

Income taxes

   $ 771,000      $ —     
  

 

 

   

 

 

 

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 Operations—Galaxy 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 Company’s customers are located throughout the United States and internationally. The Company is headquartered in Winfield, Kansas, where it has a manufacturing facility.

Principles of Consolidation—The 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 Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect: (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 Equivalents—For 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, Trade—Trade 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 customer’s 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.

Inventories—Inventories 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 Equipment—Property, 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 list—The Company is amortizing its customer list, using a straight-line method, over a 7  12 year period.

Goodwill—Goodwill 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 costs—Deferred debt issuance costs were amortized over the life of the related loan by the effective interest method.

Impairment of Long-Lived Assets—Long-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 revenue—Deferred revenue represents deposits and progress billings on jobs in progress.

Income Taxes—Deferred 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 Company’s major tax jurisdictions (Federal and State of Kansas) are 2010, 2011, 2012 and 2013.

Revenue Recognition—Revenue 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 Costs—The 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 Events—Subsequent 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   
  

 

 

    

 

 

 
   $ 4,280,123       $ 2,813,369   
  

 

 

    

 

 

 

 

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   
  

 

 

    

 

 

    
   $ 1,391,072       $ 1,143,039      
  

 

 

    

 

 

    


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
 

Customer list

   $ 5,476,880       $ (3,913,345   $ 1,563,535       $ 5,476,880       $ (3,183,094   $ 2,293,786   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

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   
  

 

 

 
   $ 1,563,535   
  

 

 

 

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-Credit—Under 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 Company’s 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-Credit—Under 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 Taxes—Net 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 Expense—Income 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 holder’s 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 Company’s common stock.

The agreement between the stockholders also provides for various rights of electing the members of the Company’s 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.