Exhibit 2.s.6

GALAXY TOOL HOLDING CORPORATION

AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2012 AND 2011

AND

INDEPENDENT AUDITORS’ REPORT


GALAXY TOOL HOLDING CORPORATION

AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2012 and 2011

TABLE OF CONTENTS

 

     Page  

Independent Auditors’ Report

     1 - 2   

Consolidated Financial Statements:

  

Consolidated Balance Sheets

     3   

Consolidated Statements of Income

     5   

Consolidated Statements of Stockholders’ Equity

     6   

Consolidated Statements of Cash Flows

     7   

Notes to Consolidated Financial Statements

     8 - 16   

This is a copy of the Company’s annual financial statements reproduced

from an electronic file. An original copy of this document

is available at the Company’s office.


INDEPENDENT AUDITORS’ REPORT

To the Board of Directors

Galaxy Tool Holding Corporation

Winfield, KS

Report on the Financial Statements

We have audited the accompanying consolidated financial statements of Galaxy Tool Holding Corporation and its Subsidiaries, which comprise the consolidated balance sheet as of December 31, 2012, and the related consolidated statements of income, stockholders’ equity and cash flows for the year then ended and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit 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 Subsidiaries as of December 31, 2012, 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.

Other Matter

The financial statements of Galaxy Tool Holding Corporation and Subsidiaries, as of and for the year ended December 31, 2011, were audited by other auditors whose report, dated April 13, 2012, expressed an unmodified opinion on those statements.

 

LOGO

CERTIFIED PUBLIC ACCOUNTANTS                      

April 5, 2013

Wichita, KS

 

2


GALAXY TOOL HOLDING CORPORATION

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2012 and 2011

 

 

     2012      2011  
ASSETS      

CURRENT ASSETS

     

Cash and cash equivalents

   $ 473,656       $ 363,206   

Accounts receivable less allowance for doubtful accounts of $10,000 and $30,000

     5,523,041         3,651,042   

Inventories

     2,813,369         942,861   

Prepaid expenses

     74,048         67,800   

Deferred income taxes

     126,000         899,100   
  

 

 

    

 

 

 

Total current assets

  9,010,114      5,924,009   
  

 

 

    

 

 

 

PROPERTY, PLANT AND EQUIPMENT

Land

  9,000      9,000   

Buildings and improvements

  3,071,919      2,868,034   

Machinery and equipment

  6,919,387      6,880,095   

Computer hardware and software

  422,852      544,756   

Office furniture and fixtures

  57,682      92,751   

Equipment installations in progress

  —        175,814   
  

 

 

    

 

 

 
  10,480,840      10,570,450   

Less accumulated depreciation

  3,250,913      2,919,319   
  

 

 

    

 

 

 

Net property and equipment

  7,229,927      7,651,131   
  

 

 

    

 

 

 

OTHER ASSETS

Goodwill

  8,679,091      8,679,091   

Customer list, net

  2,293,786      3,024,037   

Deferred debt issuance costs, net of accumulated amortization of $373,424 and $355,771

  21,576      39,229   
  

 

 

    

 

 

 
  10,994,453      11,742,357   
  

 

 

    

 

 

 
$ 27,234,494    $ 25,317,497   
  

 

 

    

 

 

 

 

3


     2012     2011  
LIABILITIES AND STOCKHOLDERS’ EQUITY     

CURRENT LIABILITIES

    

Revolving credit agreement

   $ —        $ 1,110,707   

Current maturities of long-term debt

     3,730,181        133,737   

Accounts payable

     1,800,948        1,088,899   

Accrued expenses

     1,708,303        822,814   

Deferred revenue

     363,130        95,563   

Income taxes payable

     240,000        —     
  

 

 

   

 

 

 

Total current liabilities

  7,842,562      3,251,720   

LONG-TERM LIABILITIES

Long-term debt, less current maturities

  2,179,904      6,158,887   

Deferred income taxes

  2,227,000      2,303,100   
  

 

 

   

 

 

 

Total liabilities

  12,249,466      11,713,707   
  

 

 

   

 

 

 

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 $7,324,224; net of offering costs of $83,200

  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 $5,620,679; net of offering costs of $300,000

  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 $6,424,032

  3,246,178      3,246,178   

Preferred stock, Series D, par value $.01 per share; 1,000,000 shares authorized and 1,000,000 shares issued and outstanding, total liquidation preference of outstanding shares of $17,291,908

  12,300,000      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 share issued and outstanding

  481      481   

Common stock, Class C, par value $.01 per share; 1,000 shares authorized and 1,000 share issued and outstanding; issued for no consideration

  —        —     

Additional paid-in capital

  99,000      99,000   

Retained earnings (deficit)

  (1,776,880   (3,158,118

Excess of consideration paid over consideration contributed by continuing stockholder interests

  (7,051,478   (7,051,478
  

 

 

   

 

 

 

Total stockholders’ equity

  14,985,028      13,603,790   
  

 

 

   

 

 

 
$ 27,234,494    $ 25,317,497   
  

 

 

   

 

 

 

The accompanying notes are an integral part

of these consolidated financial statements.

 

4


GALAXY TOOL HOLDING CORPORATION

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

For the Years Ended December 31, 2012 and 2011

 

     2012      2011  

Net Sales

   $ 26,178,800       $ 21,127,383   

Cost of goods sold

     18,872,154         18,363,948   
  

 

 

    

 

 

 

Gross profit

  7,306,646      2,763,435   

General and administrative expenses

  4,295,610      3,326,950   
  

 

 

    

 

 

 

Operating profit (loss)

  3,011,036      (563,515

Interest expense

  692,798      787,785   
  

 

 

    

 

 

 

Income (loss) before income taxes

  2,318,238      (1,351,300

Income tax expense (benefit)

  937,000      (478,730
  

 

 

    

 

 

 

Net income (loss)

$ 1,381,238    $ (872,570
  

 

 

    

 

 

 

The accompanying notes are an integral part

of these consolidated financial statements.

 

5


GALAXY TOOL HOLDING CORPORATION

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Years Ended December 31, 2012 and 2011

 

                                                    Excess of        
                                                    Consideration        
                                                    Paid Over
Consideration
       
                                                    Contributed by        
    Preferred Stock     Common Stock     Additional     Retained     Continuing        
    Series A     Series B     Series C     Series D     Class A     Class B     Paid In
Capital
    Earnings
(Deficit)
    Stockholder
Interests
    Total  

Balance, December 31, 2010

  $ 4,028,707      $ 4,138,093      $ 3,246,178      $ 12,300,000      $ 927      $ 481      $ 99,000      $ (2,285,548   $ (7,051,478   $ 14,476,360   

Net (loss)

    —          —          —          —          —          —          —          (872,570     —          (872,570
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

The accompanying notes are an integral part

of these consolidated financial statements.

 

6


GALAXY TOOL HOLDING CORPORATION

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2012 and 2011

 

     2012     2011  

Cash flows from operating activities:

    

Net income (loss)

   $ 1,381,238      $ (872,570

Adjustments to reconcile net income (loss) to net cash from operating activities:

    

Depreciation

     1,143,039        983,553   

Amortization

     747,904        753,789   

Deferred income tax expense (benefit)

     697,000        (367,000

Loss on sale of equipment

     11,174        —     

Change in operating assets and liabilities:

    

Accounts receivable

     (1,871,999     (107,231

Prepaid expenses

     (6,248     (34,079

Inventories

     (1,870,508     1,298,283   

Income taxes

     240,000        8,201   

Accounts payable and accrued expenses

     1,597,538        85,820   

Deferred revenue

     267,567        (435,647
  

 

 

   

 

 

 

Net cash from operating activities

  2,336,705      1,313,119   
  

 

 

   

 

 

 

Cash flows from investing activities:

Purchase of property, plant and equipment

  (736,009   (2,300,050

Proceeds from sale of property, plant and equipment

  3,000      —     
  

 

 

   

 

 

 

Net cash from investing activities

  (733,009   (2,300,050
  

 

 

   

 

 

 

Cash flows from financing activities:

Net (payments) borrowings on revolving credit agreement

  (1,110,707   110,707   

Borrowings on long-term debt

  —        1,104,836   

Principal payments on long-term debt

  (382,539   (32,212
  

 

 

   

 

 

 

Net cash from financing activities

  (1,493,246   1,183,331   
  

 

 

   

 

 

 

Change in cash

  110,450      196,400   

Cash at beginning of year

  363,206      166,806   
  

 

 

   

 

 

 

Cash at end of year

$ 473,656    $ 363,206   
  

 

 

   

 

 

 

Supplemental disclosure of cash flow information:

Interest paid

$ 683,776    $ 845,291   
  

 

 

   

 

 

 

Income taxes

$ —      $ (119,931
  

 

 

   

 

 

 

 

The accompanying notes are an integral part

of these consolidated financial statements.

 

7


GALAXY TOOL HOLDING CORPORATION

AND SUBSIDIARIES

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 subsidiaries, Galaxy Technologies, Inc. and Encompass Tool & Machine, Inc., hereinafter collectively referred to as the “the Company.” During 2011, Encompass was formally dissolved and its operations were transferred to Galaxy Technologies. 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.

 

8


GALAXY TOOL HOLDING CORPORATION

AND SUBSIDIARIES

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, 2012 and 2011.

Deferred debt issuance costs - Deferred debt issuance costs are being 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 2012 or 2011.

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 2009, 2010, 2011 and 2012.

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, 2012 and 2011 was $39,493 and $63,165, respectively.

Subsequent Events - Subsequent events have been evaluated through April 5, 2013, which is the date the financial statements were available to be issued.

 

9


GALAXY TOOL HOLDING CORPORATION

AND SUBSIDIARIES

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:

 

     2012      2011  

Raw Materials

   $ 392,565       $ 185,066   

Work-in-process parts and labor

     2,420,804         757,795   
  

 

 

    

 

 

 
$ 2,813,369    $ 942,861   
  

 

 

    

 

 

 

 

4. DEPRECIATION

Depreciation expense for the years ended December 31, 2012 and 2011, based on useful lives shown below, consists of:

 

     2012      2011      Useful Lives  

Building and improvements

   $ 96,704       $ 75,749         40 years   

Machinery and equipment

     968,569         849,158         5 to 10 years   

Computer hardware and software

     72,528         54,517         3 to 5 years   

Office furniture and equipment

     5,238         4,129         5 to 10 years   
  

 

 

    

 

 

    
$ 1,143,039    $ 983,553   
  

 

 

    

 

 

    

 

10


GALAXY TOOL HOLDING CORPORATION

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

5. INTANGIBLE ASSETS

The net values for intangible assets at December 31, 2012 and 2011 were as follows:

 

     2012      2011  
     Gross
Carrying
Amount
     Accumulated
Amortization
    Net Carrying
Value
     Gross
Carrying
Amount
     Accumulated
Amortization
    Net Carrying
Value
 

Customer list

   $ 5,476,880       $ (3,183,094   $ 2,293,786       $ 5,476,880       $ (2,452,843   $ 3,024,037   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

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, 2012 and 2011.

Amortization expense of the customer list for the years ended December 31, 2012 and 2011 was $730,251. Estimated amortization expense for each of the following four years is:

 

2013

$ 730,251   

2014

  730,251   

2015

  730,251   

2016

  103,033   
  

 

 

 
$ 2,293,786   
  

 

 

 

 

6. REVOLVING LINE-OF-CREDIT AND LONG-TERM DEBT

Revolving Line-of-Credit - Under terms of the revolving line-of-credit agreement with a bank, which expires October 2013, the Company may borrow up to $1,500,000, 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, 2012 was 5.75%. The agreement is secured by substantially all of the Company’s accounts receivable, inventories, and equipment. The agreement also contains certain restrictive covenants common to this type of agreement. Outstanding borrowings at December 31, 2012 and 2011 were $0 and $1,110,707, respectively. As of December 31, 2012, the full line is available to be drawn on.

 

11


GALAXY TOOL HOLDING CORPORATION

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

6. REVOLVING LINE-OF-CREDIT AND LONG-TERM DEBT (CONTINUED)

 

Long-term debt at December 31, 2012 and 2011 consists of the following:

 

     2012      2011  

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, 2012); due in full in August 2013. The loan is collateralized by substantially all assets of the Company. The note is subordinated to the revolving credit agreement and term loan 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 $1,421,853 plus 4% per annum of the greater of the outstanding principal balance or $4,437,000, payable upon any charge of control that occurs prior to the payoff of the amounts due under the note. See Note 13 for subsequent event.

   $ 3,220,000       $ 5,220,000   

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.

     1,765,798         —     

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.

     924,287         1,072,624   
  

 

 

    

 

 

 
  5,910,085      6,292,624   

Less current maturities

  3,730,181      133,737   
  

 

 

    

 

 

 
$ 2,179,904    $ 6,158,887   
  

 

 

    

 

 

 

 

12


GALAXY TOOL HOLDING CORPORATION

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

6. REVOLVING LINE-OF-CREDIT AND LONG-TERM DEBT (CONTINUED)

 

Annual maturities of long-term debt at December 31, 2012, are as follows:

 

Year ending December 31,

      

2013

   $ 3,730,181   

2014

     541,379   

2015

     574,484   

2016

     611,957   

2017

     338,516   

Thereafter

     113,568   
  

 

 

 
$ 5,910,085   
  

 

 

 

The above maturities do not include the changes in the term debt as described in Note 13.

 

7. INCOME TAX

Deferred Income Taxes - Net deferred tax assets (liabilities) consist of the following at December 31, 2012 and 2011:

 

     2012      2011  

Deferred tax assets:

     

Accounts receivable

   $ 4,000       $ 12,000   

Accrued expenses

     101,000         71,700   

Contributions

     —           3,400   

State net operating loss carryforwards (expires 2021)

     21,000         812,000   
  

 

 

    

 

 

 

Current deferred tax assets

  126,000      899,100   
  

 

 

    

 

 

 

Deferred tax liabilities:

Property, plant and equipment

  (1,309,000   (1,093,500

Customer list

  (918,000   (1,209,600
  

 

 

    

 

 

 

Non-current deferred tax liabilities

  (2,227,000   (2,303,100
  

 

 

    

 

 

 

Net deferred tax assets (liabilities)

$ (2,101,000 $ (1,404,000
  

 

 

    

 

 

 

Income Tax Expense - Income tax expense (benefit) for the years ended December 31, 2012 and 2011 is comprised of the following:

 

     2012      2011  

Current

   $ 240,000       $ (111,730

Deferred

     697,000         (367,000
  

 

 

    

 

 

 

Total

$ 937,000    $ (478,730
  

 

 

    

 

 

 

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.

 

13


GALAXY TOOL HOLDING CORPORATION

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

8. 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, 2012 and 2011 was $97,514 and $88,202, respectively.

 

9. OPERATING LEASES

The Company leases equipment under operating leases expiring in the years 2013 through 2017. Total rent expense under all operating leases amounted to $168,197 and $181,549 for the years ended December 31, 2012 and 2011, respectively.

The following is a schedule of future minimum rental payments required under the operating leases as of December 31, 2012:

 

Year Ending December 31,

      

2013

   $ 163,506   

2014

     107,476   

2015

     53,477   

2016

     19,751   

2017

     3,034   
  

 

 

 
$ 347,244   
  

 

 

 

 

10. 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 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

 

14


GALAXY TOOL HOLDING CORPORATION

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

10. COMMON AND PREFERRED STOCK (CONTINUED)

 

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 6). 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 purchase 5,389 Class A common shares for $1 per share to an outside entity for investment banker services. No value was ascribed to the warrants. The warrants expire in August 2020.

As described in Note 13, $8.2 million of preferred D stock was redeemed subsequent to December 31, 2012.

 

11. MAJOR CUSTOMERS

Sales to major customers for the years ended December 31, 2012 and 2011 are as follows:

 

     2012     2011  
     Percent of
Revenues
    Percent of
Accounts
Receivable at
December 31
    Percent
of
Revenues
    Percent of
Accounts
Receivable at
December 31
 

Customer A

     7     7     15     58

Customer B

     11     10     9     4

 

12. RELATED PARTIES

The Company pays a management services fee to a stockholder. In August 2010 an agreement deferring payment of the fee was entered into with the stockholder. The fee continues to accrue. Total expense for the year ended December 31, 2012 and 2011 was $225,000. Included in accrued expenses at December 31, 2012 and 2011 are fees of $558,750 and $333,750, respectively, that remain payable.

 

15


GALAXY TOOL HOLDING CORPORATION

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

12. RELATED PARTIES (CONTINUED)

 

As discussed in Note 6, the Company has a debt agreement with a stockholder. Interest expense for the year ended December 31, 2012 and 2011 was $527,044 and $704,700, respectively.

 

13. SUBSEQUENT EVENT

On February 28, 2013, the Company obtained $12.3 million in additional borrowing from a stockholder increasing the term loan described in Note 6 to $15.52 million. The proceeds were used to redeem $8.2 million of preferred D stock and to pay a $4.1 million dividend on that preferred stock. The exit fee on the term loan increased from 4% to 8.6% and the maturity date was extended to August 2017. The preferred D stock dividend rate was reduced from 17.5% to 6%.

 

16