EX-99.2 4 exhibit99-2.htm EXHIBIT 99.2 exhibit99-2.htm
 
 

 

Exhibit 99.2

VERTEX CORPORATE HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
  JULY 5, 2008 AND JUNE 30, 2007

   
2008
   
2007
 
Assets
           
Current assets:
           
Cash
  $ 19,000     $ 187,513  
Accounts receivable, net of allowance for doubtful accounts (2008, $12,207; 2007, $36,000)
    8,480,877       8,733,061  
Inventories
    25,609,387       22,821,315  
Advance to related party
    500,000          
Prepaid expenses and other
    165,673       279,022  
Deferred income taxes
    1,507,000       1,122,000  
                 
Total current assets
    36,281,937       33,142,911  
                 
Property and equipment, net
    1,913,063       1,254,893  
                 
Goodwill
    5,363,425       5,363,425  
                 
Other assets
    476,690       587,976  
                 
Total assets
  $ 44,035,115     $ 40,349,205  
                 
Liabilities and Shareholders’ Equity
               
Current liabilities:
               
Notes payable, bank
  $ 7,465,320     $ 9,329,740  
Current portion of long-term debt
    616,480       573,395  
Accounts payable
    2,429,380       1,874,280  
Accrued expenses
    5,629,208       6,463,410  
                 
Total current liabilities
    16,140,388       18,240,825  
                 
Long-term debt, less current portion
    9,731,597       10,186,411  
                 
Deferred income taxes, net
    678,000       519,000  
                 
Total liabilities
    26,549,985       28,946,236  
                 
Commitments (Note 7)
               
                 
Shareholders’ equity:
               
Common stock, $0.01 par value, 15,000 shares authorized;10,000 shares issued and outstanding
    100       100  
Paid-in-capital
    3,447,900       3,447,900  
Retained earnings
    14,037,130       7,954,969  
                 
      17,485,130       11,402,969  
                 
Total liabilities and shareholders’ equity
  $ 44,035,115     $ 40,349,205  
See notes to unaudited condensed consolidated financial statements.
 
 
 
 

 
 
VERTEX CORPORATE HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
SIX MONTHS ENDED JULY 5, 2008 AND JUNE 30, 2007

   
2008
   
2007
 
             
Net sales
  $ 37,374,247     $ 34,683,328  
                 
Cost of sales
    24,838,178       22,203,397  
                 
Gross profit
    12,536,069       12,479,931  
                 
Selling, general and administrative expenses
    6,946,974       5,561,607  
                 
Income from operations
    5,589,095       6,918,324  
                 
Other charges:
               
Interest expense
    945,283       1,089,572  
Management fee, related party
    275,822       262,502  
Loss on disposal of property
    47,594          
                 
      1,268,699       1,352,074  
                 
Income before income taxes
    4,320,396       5,566,250  
                 
Income taxes (benefit):
               
Current
    1,757,355       2,351,771  
Deferred
    (11,000 )     (170,000 )
                 
      1,746,355       2,181,771  
                 
Net income
    2,574,041       3,384,479  
                 
Retained earnings, beginning of period
    11,463,089       4,570,490  
                 
Retained earnings, end of period
  $ 14,037,130     $ 7,954,969  
See notes to unaudited condensed consolidated financial statements.
 



 
 

 

VERTEX CORPORATE HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JULY 5, 2008 AND JUNE 30, 2007

   
2008
 
2007
 
Cash flows from operating activities:
         
Net income
 
$2,574,041
 
$3,384,479
 
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
         
Depreciation
 
208,637
 
215,904
 
Amortization
 
61,330
 
107,862
 
Loss on disposal of property
 
47,594
     
Provision (benefit) for:
         
Losses on accounts receivable
 
84,100
 
42,400
 
Inventory obsolescence
     
698,000
 
Deferred income taxes
 
(11,000)
 
(170,000)
 
Deferred interest expense
 
85,143
 
82,977
 
Changes in assets and liabilities:
         
Accounts receivable, trade
 
(973,415)
 
(1,785,468)
 
Inventories
 
2,173,692
 
(4,122,134)
 
Prepaid expenses and other
 
246,425
 
(75,068)
 
Deposits
 
132,943
 
(46,479)
 
Accounts payable
 
(917,401)
 
(1,325,673)
 
Accrued expenses
 
(1,023,804)
 
1,832,124
 
           
Net cash provided by (used in) operating activities
 
2,688,285
 
(1,161,076)
 
           
Cash flows from investing activities:
         
Advance to related party
 
(500,000)
     
Purchases of property and equipment
 
(395,428)
 
(483,393)
 
           
Cash used in investing activities
 
(895,428)
 
(483,393)
 
           
Cash flows from financing activities:
         
Notes payable, bank, net
 
(1,494,155)
 
1,830,152
 
Principal payments on long-term debt
 
(295,412)
 
(278,178)
 
           
Net cash provided by (used in) financing activities
 
(1,789,567)
 
1,551,974
 
           
Net increase (decrease) in cash
 
$          3,290
 
$     (92,495)
         
Cash, beginning of period
 
15,710
 
280,008
         
Cash, end of period
 
$       19,000
 
$     187,513
         
Supplemental disclosures:
       
Cash paid for:
       
    Interest
 
$      911,624
 
$     992,633
         
         Income taxes
 
$1,370,656
 
$     108,000
         
     Noncash investing and financing activities:
       
         Interest expense deferred and capitalized as long-term debt
 
$       85,143
 
$       82,977
 
See notes to unaudited condensed consolidated financial statements

 
 

 

VERTEX CORPORATE HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JULY 5, 2008 AND JUNE 30, 2007


1.
Description of business and summary of significant accounting policies:

 
Basis of Presentation

 
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information pursuant to rules and regulations of the Securities and Exchange Commission (SEC).  In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the financial position of Vertex Corporate Holdings, Inc. as of July 5, 2008 and June 30, 2007, and the results of operations and cash flows for the six month periods ended July 5, 2008 and June 30, 2007, have been included.  Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to SEC rules and regulations.  Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements included elsewhere in this Form 8-K/A.

 
Operating results for the six month period ended July 5, 2008 are not necessarily indicative of the results that may be expected for the remainder of the fiscal year.

 
Principles of consolidation:

 
The accompanying consolidated financial statements include the accounts and transactions of Vertex Corporate Holdings, Inc., its wholly-owned subsidiary Pawtucket Holdings, Inc., and PFI, LLC., a single-member Limited Liability Company of Pawtucket Holdings, Inc.  Vertex Corporate Holdings, Inc., Pawtucket Holdings, Inc. and PFI, LLC are collectively referred to herein as the Company.  HMK Enterprises, Inc. (HMK) owns approximately 85% of Vertex Corporate Holdings, Inc. through its consolidated group of holdings.

 
Significant intercompany accounts and transactions have been eliminated in consolidation.

 
Business organization and description of business:

 
PFI, LLC operates principally as a distributor of ferrous and corrosion resistant fasteners, selling to other distributors and resellers throughout North America.  PFI, LLC purchases principally all of its products from fastener manufacturers located in Asia.

 
Pawtucket Holdings, Inc.’s activities consists of its investment in PFI, LLC.  Vertex Corporate Holdings, Inc.’s activities principally include its investment in Pawtucket Holdings, Inc.

 
Use of estimates:

 
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.  Significant estimates included in the accompanying consolidated financial statements relate to reserves for accounts receivable, inventories and goodwill valuations, reserves for self-insured medical claims, and income taxes.  Actual results could differ from those estimates.


 
 

 


 
Cash and cash equivalents and concentrations of credit risk:

 
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.  The Company had no cash equivalents at July 5, 2008 and June 30, 2007.

 
At June 30, 2007, the Company had bank deposits totaling $332,091 in excess of federally insured limits.

 
Accounts receivable, credit risk, and revenue recognition:

 
Accounts receivable are stated at the amount management expects to collect from outstanding balances.  The Company provides credit to customers in the normal course of business.  Collateral is not required for accounts receivable, but ongoing credit evaluations of customers’ financial condition are performed, and the Company maintains credit insurance for certain customer accounts at specific dollar minimums and maximums.  The Company provides for probable uncollectible amounts through a charge to earnings and a credit to an allowance for doubtful accounts based on its assessment of the current status of individual accounts.  Balances that are still outstanding after the Company has used reasonable collection efforts are written off through a charge to the allowance for doubtful accounts and a credit to accounts receivable.  The allowance for doubtful accounts at July 5, 2008 and June 30, 2007, and the changes in the allowance for doubtful accounts for the six months then ended, are not material to the accompanying consolidated financial statements.

 
Revenue is recognized when title to goods passes to customers, which principally occurs when goods are shipped to customers, and includes freight charges billed to customers.

 
Inventories:

 
Inventories consist principally of items held for resale and are stated at the lower of cost (first-in, first-out method) or market.  The Company reduces inventories by an amount which, in management’s judgment, is adequate to reflect inventories at the lower of cost or market.  At July 5, 2008 and June 30, 2007, the Company has recorded a valuation allowance for obsolescence and slow-moving inventories in the amount of $2,833,000 and $2,093,000, respectively.  Management uses historical sales and an expected net realizable value of products to be sold to estimate the valuation allowance.  Therefore, management’s estimate of the valuation allowance is susceptible to significant change depending on historical sales and expected net realizable value at each valuation date.

 
Property and equipment:

 
Property and equipment is stated at cost.  Maintenance and repairs are expensed as incurred, and additions and expenditures that increase asset values and extend useful lives are capitalized.  Depreciation is provided using the straight-line method over the estimated useful lives of the assets.  Machinery and equipment is depreciated over 5 years, computer equipment is depreciated over 3 to 5 years, and leasehold improvements are depreciated over the shorter of the useful lives of the assets or lease term (principally 10 years).

 
The Company evaluates long-lived assets held and used by the Company for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.  An impairment loss is recognized if the sum of expected undiscounted future cash flows from the use of and disposition of the asset is less than its carrying amount.  Generally, the amount of the impairment loss is measured as the difference between the carrying amount of the asset and the estimated fair value of the asset.  The Company did not record any impairment losses during the six months ended July 5, 2008 and June 30, 2007.

 
Goodwill and intangible assets:

 
 

 
 
Goodwill represents the excess of the purchase price over the fair value of the identifiable assets, including identifiable intangibles, acquired and liabilities assumed in acquisitions accounted for using the purchase method.  The Company evaluates goodwill for impairment annually or whenever events or changes in circumstances indicate that the carrying amount exceeds its implied fair value.  In connection with the impairment tests, the Company evaluates the continuing value of the goodwill using a multiple of earnings before depreciation, amortization and other charges.

 
The Company evaluates the remaining useful lives assigned to intangible assets annually to determine whether events or circumstances require the Company to revise the remaining period of amortization.  Also, the Company evaluates intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.  An impairment loss is recognized if the sum of the expected future cash flows from the asset is less than its carrying amount.

 
Generally, the amount of the impairment loss is measured as the difference between the carrying amount of the asset and the estimated fair value of the asset.  During the six months ended July 5, 2008 and June 30, 2007, no impairment losses were recognized.  Also, there were no changes in the gross carrying amounts of goodwill and intangible assets during the six months ended July 5, 2008 and June 30, 2007.

 
At July 5, 2008 and June 30, 2007, the Company’s intangible asset consists of a covenant not to compete, which is amortized using the straight-line method over the five-year term of the related agreement.

 
Deferred financing fees:

 
Deferred financing fees are amortized using the straight-line method over the term of the related debt.

 
Shipping and handling costs:

 
Shipping and handling costs are included in cost of sales in the accompanying consolidated statements of income and retained earnings.

 
Self-insurance:

 
The Company retains a portion of the risk for medical claims and purchases insurance for catastrophic exposures beyond a $50,000 deductible per employee up to a maximum aggregate amount of $1,200,000.  The Company accrues estimated unpaid medical claims, including claims incurred but not reported, based on available recent claims experience.

 
Income taxes:

 
The Company’s income or loss is included in HMK’s consolidated federal income tax return and certain unitary state and local tax returns.

 
Under a tax-sharing agreement (the Tax Agreement) between the Company and HMK, the Company pays to HMK a tax-sharing allocation for its proportionate share of the consolidated group’s taxable income.  Certain states require separately filed returns and the payment of income and/or excise taxes by PFI, LLC.  Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted statutory tax rates and laws that will be in effect when the differences are expected to reverse.

 
Effective May 4, 2008, the Company adopted the provisions of Financial Accounting Standards Board Interpretation (FIN) No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48).  The interpretation requires the Company to assess the merits of its income tax positions to determine whether the positions would be sustained upon examination and to record a liability for tax positions that are less than fifty percent likely to be sustained.  The effect of the adoption of FIN 48 on the Company’s consolidated financial statements was not material.

 
 

 

 
2.
Property and equipment:

   
                  2008
   
                 2007
 
             
Leasehold improvements
  $ 237,147     $ 169,231  
Machinery and equipment
    881,114       621,653  
Computer equipment
    1,371,996       886,009  
Furniture and fixtures
    72,645       39,705  
                 
      2,562,902       1,716,598  
Less accumulated depreciation
    649,839       461,705  
                 
    $ 1,913,063     $ 1,254,893  


3.
Other assets:

   
                                  2008
   
                                   2007
 
             
Covenant not to compete, net of accumulated amortization (2008, $125,000; 2007, $65,000)
  $ 175,000     $ 235,000  
Deferred financing fees, net of accumulated amortization (2008, $335,175; 2007, $298,472)
    175,692       212,395  
Deposits
    125,998       140,581  
    $ 476,690     $ 587,976  

 
The covenant not to compete is being amortized $60,000 annually through May 2011.

4.
Notes payable, bank:

 
The Company has a revolving credit note payable (Revolving Note) with a bank.  Borrowings under the Revolving Note are available in the maximum amount equal to the lesser of a percentage of eligible accounts receivable plus the lesser of a percentage of eligible inventories or a percentage of the appraisal value of inventories, as defined, or $16,000,000 less the then outstanding balance on the Term Note (see below).  Borrowings are also available under the Revolving Note for the issuance of letters of credit up to a maximum amount of $1,500,000.  Borrowings under the Revolving Note bore interest at the bank’s prime rate plus .25% or the London InterBank Offered Rate (LIBOR) plus 2.75% through October 2007, and thereafter bear interest at the bank’s prime rate minus 1.25% or LIBOR plus 1.5%, and are due on demand.  At July 5, 2008 and June 30, 2007, borrowings under the Revolving Note total $5,340,320 and $6,829,740, respectively, with interest at 3.75% at July 5, 2008 (8.11% at June 30, 2007).  Borrowings under the Revolving Note and Term Loan are secured by substantially all assets of the Company.

 
The Company has a term loan note payable (Term Loan) under the same Credit and Security Agreement as the Revolving Note.  The Term Loan is due on demand and, if no demand is made sooner, in quarterly principal installments of $125,000 which commenced November 1, 2007 with the remaining balance due August 4, 2009.  At July 5, 2008 and June 30, 2007, $2,125,000 and $2,500,000, respectively, is outstanding under the Term Loan.  Interest on the Term Loan is due monthly at the bank’s prime rate plus 1% or LIBOR plus 3.5% (5.96)% at May 3, 2008; 8.8% at June 30, 2007).

 
The Company’s debt agreements contain covenants, notification requirements and restrictions, including, among others, the maintenance of certain financial ratios and limitations on additional indebtedness, distributions and investments.


 
 

 


5.
Long-term debt:

   
                                  2008
   
                                   2007
 
             
Senior subordinated notes payable (Senior Notes), bearing interest at 14% (interest at 12% due monthly, interest at 2% capitalized to principal quarterly), principal balance due the earlier of August 4, 2010 or a capital transaction or acceleration event as defined in the agreement
  $     8,484,492     $     8,314,144  
                 
Subordinated term note payable, bearing interest at 6%, principal and interest due in quarterly installments of $151,465 commencing October 2006 with the remaining unpaid balance due July 31, 2011
        1,757,246           2,239,454  
                 
Subordinated term note payable, bearing interest at 6%, principal and interest due in quarterly installments of $27,644 through May 2009
      106,339         206,208  
                 
      10,348,077       10,759,806  
                 
Less current portion
    616,480       573,395  
                 
    $ 9,731,597     $ 10,186,411  

 
The long-term debt and notes payable, bank (see Note 5) are collateralized by substantially all assets of the Company.  The Senior Notes and subordinated term notes payable are subordinated to the notes payable, bank.

 
The holders of the Senior Notes received warrants for the purchase of 400 common shares of Pawtucket Holdings, Inc., which would represent, upon conversion, 4% of the outstanding common shares.  The warrants are exercisable through August 4, 2015, at an amount per share calculated based on defined formulas in the warrant agreement.  Management has determined that the exercise price of the warrants at the inception of the agreement approximated the fair value of Pawtucket Holdings, Inc.’s common stock shares at that time.  Accordingly, the Company has not recorded any amounts in the accompanying consolidated financial statements for the value of the warrants.  The warrants are also subject to a put notice that requires Pawtucket Holdings, Inc. to purchase the warrants, at the holder's option, based on the then fair market value of PFI, LLC at the earlier of August 4, 2010 or the consummation of a capital transaction.

 
The subordinated term notes are payable to former owners of the business.

 
The Company’s debt agreements contain covenants, notification requirements and restrictions, including, among others, the maintenance of certain financial ratios and limitations on additional indebtedness, distributions and investments.

 
At July 5, 2008, annual maturities of long-term debt are as follows:

Twelve months ending in June
   
     
2009
 
$616,480
2010
 
570,420
2011
 
9,018,350
2012
 
142,827
   
$10,348,077

 
 

 
6.
Related party transactions and commitments:

 
Operating leases:

 
The Company leases warehouse and office facilities under operating leases with unrelated parties and parties related through certain common ownership.  The operating leases expire at various dates through December 2017.  Rent expense under operating leases (excluding taxes, insurance and maintenance expenses which are the responsibility of the Company) totaled approximately $390,000 and $486,000 to unrelated parties, and approximately $207,000 and $153,000 to related parties, for the six months ended July 5, 2008 and June 30, 2007, respectively.

 
At July 5, 2008, future minimum rentals under noncancelable operating leases are as follows:

               Twelve Months
              Ending in June
 
Unrelated
parties
 
Related
parties
 
 
Total
             
           2009
 
$875,407
 
$810,000
 
$1,685,407
          2010
 
690,521
 
701,670
 
1,392,191
          2011
 
349,236
 
680,000
 
1,029,236
          2012
 
259,356
 
680,000
 
939,356
          2013
 
259,356
 
680,000
 
939,356
Thereafter
 
93,526
 
3,173,364
 
3,266,890
             
   
$2,527,402
 
$6,725,034
 
$9,252,436

 
Advance to related party:

 
The Company advanced $500,000 to a related party lessor during 2008.  The advance was for certain renovation costs and expenditures incurred by the lessor associated with the Company’s occupancy of the related party’s property.

 
Consulting agreement:

 
The Company has a management consulting agreement (the Management Agreement) with HMK, which continues until either party gives 180 days prior written notice of termination.  The Management Agreement provides for management fees equal to .75% of the Company’s sales to be paid to HMK.

 
Employment agreements:

 
The Company has employment agreements with certain key employees (the Employees) through August 2008.  Any party may terminate their agreement at any time; however, if the Company terminates an Employee without cause during the term of the agreement, the Employee is entitled to severance pay equal to one year of salary.  Also, the Employees are entitled to Management Incentive Compensation, as defined and calculated on an annual basis.

 
Labor concentrations:

 
PFI, LLC has entered into a collective bargaining agreement with the United Steelworkers of America, terminating June 13, 2011, covering approximately 13% of the Company’s workforce.

7.
Income taxes (benefit):

 
The components of income tax expense (benefit) are as follows:

 
 

 
   
                      2008
 
                           2007
         
Current:
       
Tax-sharing allocation
 
$1,368,555
 
$1,850,771
State income taxes
 
388,800
 
501,000
Deferred
 
(11,000)
 
(170,000)
         
   
$1,746,355
 
$2,181,771


 
At July 5, 2008 and June 30, 2007, tax-sharing allocations payable to HMK, in the amount of $2,086,705 and $3,070,000, respectively, are included in accrued expenses in the accompanying consolidated balance sheets.

 
Temporary differences giving rise to deferred tax assets consist principally of  employment-related amounts accrued for financial reporting purposes but deductible in future periods for income tax reporting purposes, and allowances for doubtful accounts and inventory obsolescence recorded for financial reporting purposes but deductible in future periods for income tax reporting purposes.  Temporary differences giving rise to deferred tax liabilities consist principally of the excess of depreciation for income tax reporting purposes over the amount for financial reporting purposes, and amortization of goodwill for income tax reporting purposes.

 
Total gross deferred tax assets and gross deferred tax liabilities are as follows:

   
                  2008
   
                    2007
 
             
Deferred tax assets
  $ 1,541,000     $ 1,140,000  
Deferred tax liabilities
    712,000       537,000  
                 
Deferred tax asset
  $ 829,000     $ 603,000  

 
Realization of the future tax benefits related to deferred tax assets is dependent upon various factors, including the Company’s ability to generate taxable income.  Management has determined that it is more likely than not that the deferred tax assets will be realized.  While management uses available information to evaluate the realizability of the Company’s deferred tax assets, future adjustments might be necessary if economic conditions differ substantially from the assumptions used in evaluating the realizability of deferred tax assets.

8.
Subsequent event:

 
On August 28, 2008 the stockholders of the Company sold all of the outstanding common stock of the Company under the terms of a stock purchase agreement dated August 28, 2008.