EX-99.1 3 l98171aexv99w1.txt EXHIBIT 99.1 Exhibit 99.1 Pro Forma Consolidated Condensed Balance Sheet As of December 1, 2002 (Dollars in thousands, except per share and footnote data)
Completion of Recapitalization + Rights Offering Pro Forma Unaudited Adjustment As Adjusted --------- --------- ---------- ASSETS Current assets: Cash $ 1,333 $ - $ 1,333 Accounts Receivable 12,385 $ 12,385 Inventory 21,309 21,309 Prepaids and other current assets 559 559 -------- -------- -------- Total current assets 35,586 -- 35,586 Property, plant and equipment, net of accumulated depreciation 11,098 11,098 Goodwill, net of accumulated amortization 7,567 7,567 Other assets 2,463(1) 577 3,040 -------- -------- -------- Total assets $ 56,714 $ 577 $ 57,291 ======== ======== ======== LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' EQUITY Current liabilities: Revolving credit facility $ 10,698(2) $ 150 $ 10,848 Accounts payable 4,808 4,808 Accrued expenses 6,243(3) (960) 5,283 Other current liabilities 74 74 -------- -------- -------- Total current liabilities 21,823 (810) 21,013 Term loan facility 12,500 12,500 12% Convertible notes 10,600(4) (10,600) -- Other long term liabilities 1,143 1,143 -------- -------- -------- Total liabilities 46,066 (11,410) 34,656 Series A redeemable preferred stock 8,272(3) (8,272) -- Redeemable common stock 160(5) 1,000 1,160 Total stockholders' equity 2,216(6) 19,259 21,475 -------- -------- -------- Total liabilities, redeemable common stock and stockholders' equity $ 56,714 $ 577 $ 57,291 ======== ======== ========
Notes: (1) Additional redeemable common stock issued to affiliate of lender, valued at $5.00 per share. 200,094 x $5.00 = $1,000,470. $423,000 of expenses already incurred reclassed out of Other Assets and applied against gross proceeds in stockholders' equity. (2) Additional costs to complete transaction, netted against equity proceeds. (3) $8,272,000 of redeemable preferred stock plus $420,000 of accrued dividends converted to common stock at $5.00 per share; 1,738,400 shares. Accrued interest of $554,000 converted to common stock at $5.00 per share; 110,800 shares. Proceeds from Rights Offering of $1,000 provided partial pay down of interest to financial advisor. (4) $10,600,000 of 12% notes converted to common stock (2,120,000 shares). (5) Additional redeemable common stock issued to affiliate of lender. (6) Conversion of 12% notes plus unpaid interest ($11,139,000) and redeemable preferred stock plus unpaid dividends ($8,692,000). Rights offering contributes $1,000 subscribed. Net of $573,000 of related expenses.