EX-99.3 4 c23756exv99w3.htm UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS exv99w3
 

EXHIBIT 99.3
UNAUDITED INTERIM INFORMATION
Perry Equipment Corporation and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
Unaudited
                 
    November 30, 2007     May 31, 2007  
ASSETS
               
CURRENT ASSETS
               
Cash and cash equivalents
  $ 15,157     $ 8,326  
Accounts receivable, net of allowance for doubtful accounts of $571 and $802 at November 30 and May 31, respectively
    19,558       24,431  
Inventories, net
    13,925       12,726  
Deferred income taxes
    1,468        
Other current assets
    4,176       3,979  
 
           
 
               
Total current assets
    54,284       49,462  
 
               
PROPERTY, PLANT AND EQUIPMENT — AT COST
               
Buildings
    4,653       4,653  
Machinery and equipment
    18,985       16,030  
Furniture and fixtures
    3,479       3,479  
Transportation equipment
    682       682  
Construction in progress
    2,389       2,910  
 
           
 
    30,188       27,754  
Less accumulated depreciation
    (18,680 )     (18,792 )
 
           
 
    11,508       8,962  
Land
    720       720  
 
           
 
    12,228       9,682  
 
               
OTHER ASSETS
               
Prepaid pension contribution
    2,738       2,148  
Due from shareholders
          1,052  
Deferred income taxes
    1,035       762  
Other
    1,069       1,607  
 
           
 
    4,842       5,569  
 
           
 
               
 
  $ 71,354     $ 64,713  
 
           
The accompanying notes are an integral part of these consolidated statements.

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Perry Equipment Corporation and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS — CONTINUED
(dollars in thousands)
Unaudited
                 
    November 30, 2007     May 31, 2007  
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
CURRENT LIABILITIES
               
Line of credit
  $ 7,000     $  
Current maturities of long-term debt
    411       400  
Accounts payable
    7,871       9,085  
Accrued liabilities
    9,945       5,909  
Progress billings on contracts
    10,401       14,463  
Deferred income taxes
          531  
Income taxes payable
    2,707       2,253  
 
           
 
               
Total current liabilities
    38,335       32,641  
 
               
LONG-TERM DEBT, less current maturities
    44       233  
 
               
MINIMUM PENSION LIABILITY, net
    2,717       1,513  
 
               
OTHER NON-CURRENT LIABILITIES
    65        
 
               
COMMITMENTS AND CONTINGENCIES
               
 
               
SHAREHOLDERS’ EQUITY
               
Common stock, no par value; 1,500,000 shares authorized, 412,921 shares issued, 264,643 shares outstanding
    1,927       1,927  
Accumulated other comprehensive loss
    (2,694 )     (1,532 )
Retained earnings
    36,660       35,631  
 
           
 
    35,893       36,026  
Less common stock in treasury at cost, 148,278 shares
    (5,700 )     (5,700 )
 
           
 
    30,193       30,326  
 
           
 
               
 
  $ 71,354     $ 64,713  
 
           
The accompanying notes are an integral part of these consolidated statements.

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Perry Equipment Corporation and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
Six Months ended November 30,
(dollars in thousands)
Unaudited
                 
    2007     2006  
Net sales
  $ 53,653     $ 41,612  
 
               
Cost of goods sold
    34,341       26,510  
 
           
 
               
Gross profit
    19,312       15,102  
 
               
Selling, general and administrative expenses
    17,558       10,416  
 
           
 
               
Operating income
    1,754       4,686  
 
               
Other income (expense)
               
Interest income
    53        
Interest expense
    (49 )     (187 )
Miscellaneous expense
    (87 )     (257 )
Loss on foreign currency
    (84 )     (56 )
 
           
 
               
Earnings before income taxes
    1,587       4,186  
 
               
Income tax expense
    532       1,186  
 
           
 
               
NET EARNINGS
  $ 1,055     $ 3,000  
 
           
The accompanying notes are an integral part of these consolidated statements.

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Perry Equipment Corporation and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six months ended November 30,
(dollars in thousands)
Unaudited
                 
    2007     2006  
Cash flows from operating activities
               
Net earnings
  $ 1,055     $ 3,000  
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities
               
Deferred income taxes
    (2,271 )     14  
Depreciation
    595       330  
Bad debt provision
    (231 )     (532 )
Changes in operating assets and liabilities:
               
Accounts receivable
    4,115       7,126  
Inventories
    1,241       (6,689 )
Other assets
    (815 )     (4,044 )
Accounts payable
    (907 )     (3,947 )
Accrued liabilities
    3,924       (3,709 )
Income taxes payable
    312       (1,477 )
Progress billings on contracts
    (4,041 )     8,199  
 
           
 
               
Net cash used in operating activities
    2,977       (1,729 )
 
               
Cash flows from investing activities
               
Capital expenditures
    (3,166 )     (683 )
 
               
Cash flows from financing activities
               
Net proceeds (payments) on line of credit
    7,000       (3,302 )
Principal payments on debt
    (200 )     437  
Purchase of treasury stock
          (82 )
Dividends paid
    (26 )     (26 )
 
           
 
               
Net cash provided by (used in) financing activities
    6,774       (2,973 )
 
               
Effect of exchange rate on cash
    246       (641 )
 
           
 
               
Net decrease in cash and cash equivalents
    6,831       (6,026 )
 
               
Cash and cash equivalents at beginning of period
    8,326       12,858  
 
               
Cash and cash equivalents at end of period
  $ 15,157     $ 6,832  
 
           
 
               
Supplemental disclosures of cash flow information
               
Cash paid during the period for
               
Interest
  $ 49     $ 228  
Income taxes
  $ 2,000     $ 480  
The accompanying notes are an integral part of these consolidated statements.

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Perry Equipment Corporation and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)
Unaudited
NOTE A — GENERAL
Presentation
The consolidated balance sheet as of November 30, 2007 and the consolidated statements of earnings and of cash flows for the six-month periods ended November 30, 2007 and 2006 are unaudited. They have been prepared on the same basis as the audited financial statements and related notes thereto of Perry Equipment Corporation and Subsidiaries (the “Company”) for the fiscal year ended May 31, 2007. These statements reflect all adjustments of a normal, recurring nature, which, in the opinion of management, are necessary for fair presentation of the financial position, results of operations and cash flows for the interim periods. Certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The results of operations for the period ended November 30, 2007 are not necessarily indicative of the operating results for the full year.
In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. These estimates are based on information available as of the date of these financial statements. Actual results could differ from those estimates.
The financial statements and information included in this Exhibit 99.3 on this Form 8-K/A should be read in conjunction with the audited consolidated financial statements of Perry Equipment Corporation and Subsidiaries and the notes thereto for the fiscal year ended May 31, 2007 included in Exhibit 99.2 of this Form 8-K/A, as filed with the Securities and Exchange Commission.
Comprehensive Income
Comprehensive income includes net earnings, changes in the adjustment resulting from foreign currency translation and changes in the minimum pension liability.
                 
    Six Months Ended November 30,  
    2007     2006  
Net earnings
  $ 1,055     $ 3,000  
Other comprehensive earnings, net of tax:
               
Foreign currency translation adjustments
    42       1,667  
Minimum pension liability adjustments
    (1,204 )      
 
           
Total comprehensive income (loss)
  $ (107 )   $ 4,667  
 
           
The components of the ending balances of accumulated other comprehensive income are as follows:
                 
    November 30,     May 31,  
    2007     2007  
Minimum pension liability, net of taxes of $1,399 and $279, respectively
  $ (2,715 )   $ (1,513 )
Translation adjustments
    21       (19 )
 
           
Accumulated other comprehensive loss
  $ (2,694 )   $ (1,532 )
 
           

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NOTE B — INVENTORIES
Principal components of inventories are as follows:
                 
    November 30, 2007     May 31, 2007  
 
           
Raw materials
  $ 3,884     $ 4,898  
Work in process
    6,573       6,130  
Finished goods
    4,341       2,664  
Valuation reserve
    (873 )     (966 )
 
           
 
               
Total inventories
  $ 13,925     $ 12,726  
 
           
NOTE C — DUE FROM SHAREHOLDERS
At May 31, 2007, other assets included $1,052 due from shareholders consisting of four notes receivable from officers and shareholders of the Company. The loans were primarily for life insurance policy premiums. Two of the notes were collateralized with life insurance policies with a cash value of $670. The other notes were collateralized by common stock. All notes were paid prior to November 30, 2007.
NOTE D — LINE OF CREDIT
On July 17, 2007, the Company entered into an agreement to extend its existing line of credit through December 2009, to increase the amount available to $18,500 and to establish a term debt line for $5,000. The previous $17,500 line of credit agreement was to expire in December 2008. Interest is payable monthly at the bank’s prime rate less 7/8% (6.6625% and 7.375% at November 30 and May 31, 2007, respectively). The credit agreement is collateralized by certain accounts receivable, inventory and equipment. The Company had borrowings of $7,000 under the agreement at November 30, 2007. No amounts were outstanding under the previous line of credit at May 31, 2007. A commitment fee equal to 0.50% of the unused portion is payable quarterly under both agreements.
The Company is required to comply with certain loan covenants and maintain certain financial ratios under the Lines of Credit and Notes Payable that relate to minimum net worth and other restrictions, as defined in the Agreements. The Company was in compliance with all financial covenants as of November 30, 2007.
The Company had commitments to fund letters of credit outstanding of $6,307 and $3,953 at November 30 and May 31, 2007, respectively.
NOTE E — INCOME TAXES
The anticipated effective annual tax rate for global operations at November 30, 2007 is 35.5%.
NOTE F — PENSION PLAN
The Company has a defined benefit pension plan covering substantially all of its domestic employees, the Retirement Plan for Employees of Perry Equipment Corporation (the Plan). The benefits may be based on years of service or benefits may be earned for a year of service based on that year’s compensation. The Company’s funding policy is to contribute annually an amount at least equal to the amount necessary to satisfy the Internal Revenue Service’s funding standards.
On June 19, 2000, the Company froze benefits in the Plan effective July 15, 2000. All future benefits under the Plan ceased on July 15, 2000. All active participants in the Plan on July 15, 2000 became 100% vested in their accrued benefits regardless of their length of service. Other terms of the Plan will remain in effect, but no additional benefits will accrue after July 15, 2000.

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The Company has recognized a minimum pension liability of $4,116 and $2,292 at November 30 and May 31, 2007, respectively, due to the unfunded status of the accumulated benefit obligation. The change in the minimum pension liability is included in other comprehensive income.
The company made contributions of $480 and $575 for the six months ended November 30, 2007 and 2006, respectively. The total contributions for the year ended May 31, 2007 were $1,013 and are expected to be $1,000 for the year ended May 31, 2008.
NOTE G — EMPLOYEE STOCK OWNERSHIP PLAN
The Company established the PECO Employees’ Stock Ownership Plan (ESOP) effective June 1, 1998. Substantially all domestic employees of the Company are eligible for participation in the ESOP. The ESOP is a non-contributory, qualified stock plan under which the Company contributes common stock from its treasury at the discretion of the Company’s Board of Directors. Compensation cost is determined by the fair market value of the employers’ common stock. No contributions to the plan were made in 2007 and 2006.
The Company is required to repurchase shares held by participants upon separation from the plan as provided for in the ESOP. As of November 30, 2007, the number of shares subject to repurchase in future years is 17,458. The Company made repurchases of $ — and $27 during the periods ended November 30, 2007 and 2006, respectively.
NOTE H — COMMITMENTS
The Company leases a portion of its facilities and equipment under non-cancellable operating leases. Total rental expense for these operating leases amounted to approximately $281 and $216 for the six months ended November 30 2007 and 2006, respectively. The following is a schedule of future minimum lease payments under these operating leases:
         
    Year ending  
    May 31,  
2008
  $ 470  
2009
    207  
2010
    71  
2011
    16  
2012
    16  
Thereafter
     
 
     
 
  $ 780  
 
     
NOTE I — CONTINGENCIES
Litigation
The Company is involved in various legal proceedings that have arisen in the normal course of business. While it is not possible to predict the outcome of such proceedings with certainty, management believes the outcome will not have a material impact on the financial position, liquidity or operations of the Company.
Contingencies
The Company has issued letters of credit of $6,307 and $3,953 for the periods ended November 30, and the year ended May 31,2007, respectively, related to guarantees given by banks and insurers in relation to indemnities to customers.

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NOTE J – SUBSEQUENT EVENTS
On December 3, 2007, the shareholders of Perry Equipment Corporation approved the sale of the company to CLARCOR Inc. for a sales price of approximately $158,000, subject to a post-closing adjustment. The initial sales price was paid with a combination of cash and CLARCOR stock. As a result of the sale transaction, Perry Equipment Corporation incurred and paid $6,386 to certain employees, which is not included in the statement of earnings for the six months ended November 30, 2007.

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