EX-99.2 3 kai20198-kaxexhibit992xaud.htm KAI FORM 8-KA EXHIBIT 99.2 AUDITED Exhibit


Exhibit 99.2











Consolidated Financial Statements
and
Report of Independent Certified Public Accountants

Syntron Material Handling Holdings, LLC and Subsidiaries

December 31, 2017





Syntron Material Handling Holdings, LLC and Subsidiaries
Table of Contents



1

 
 
 
 
 
 
 
 
 


Report of Independent Certified Public Accountants

The Members
Syntron Material Handling Holdings, LLC and subsidiaries

We have audited the accompanying consolidated financial statements of Syntron Material Handling Holdings, LLC and subsidiaries, which comprise the consolidated balance sheet as of December 31, 2017, and the related consolidated statement of operations, changes in members’ equity, and cash flows for the year then ended, and the related notes to the consolidated 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 controls 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 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 from 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 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 Syntron Material Handling Holdings, LLC and subsidiaries as of December 31, 2017, and the results of their operations and their cash flows for the year then ended, in accordance with accounting principles generally accepted in the United States of America.

/s/ Grant Thornton LLP
Atlanta, Georgia
March 19, 2019

2

 
 
 
 
 
 
Syntron Material Handling Holdings, LLC and Subsidiaries
As of December 31, 2017
 
 
 


Consolidated Balance Sheet
 
 
December 31, 2017
 
 
 
Assets
 
 
Current assets:
 
 
Cash and cash equivalents
 
$
1,523,331

Accounts receivable, net
 
10,547,935

Other receivables
 
429,342

Inventories
 
10,858,531

Prepaid expenses
 
431,069

Other current assets
 
560,482

Total current assets
 
24,350,690

Property, plant, and equipment, net
 
4,749,720

Goodwill
 
18,152,564

Intangible assets, net
 
39,335,564

Total assets
 
$
86,588,538

 
 
 
Liabilities and members' equity
 
 

Current liabilities:
 
 

Accounts payable
 
$
9,018,805

Accrued liabilities
 
2,275,949

Customer deposits
 
470,914

Capitalized lease obligations - short term
 
236,803

Other liabilities - current
 
216,904

Total current liabilities
 
12,219,375

Capitalized lease obligations - long term
 
227,819

Notes payable - long term, net
 
51,371,033

Total liabilities
 
63,818,227

 
 
 
Members' equity
 
22,770,311

Total liabilities and members' equity
 
$
86,588,538

























The accompanying notes are an integral part of these consolidated financial statements.

3

 
 
 
 
 
 
Syntron Material Handling Holdings, LLC and Subsidiaries
Year Ended December 31, 2017


Consolidated Statement of Operations
 
 
December 31, 2017
 
 
 
Revenues
 
$
81,991,977

Costs of goods sold
 
56,099,086

Gross profit
 
25,892,891

 
 
 
Selling, general, and administrative expenses
 
14,263,793

Research and development expenses
 
18,393

Operating expense - other, net
 
200,111

Income from operations
 
11,410,594

 
 
 
Other expenses:
 
 
Non-operating expense
 
(458,705
)
Interest expense
 
(6,222,348
)
Total other expense
 
(6,681,053
)
 
 
 
Income before provision for income taxes
 
4,729,541

Provision for income taxes
 
7,097

Net income
 
$
4,722,444




































The accompanying notes are an integral part of these consolidated financial statements.

4

 
 
 
 
 
 
Syntron Material Handling Holdings, LLC and Subsidiaries
Year Ended December 31, 2017


Consolidated Statement of Changes in Members' Equity
 
 
Class A
 
Class B
 
 
 
 
 
 
Common Units
 
Amount
 
Common Units
 
Amount
 
Retained Earnings (Deficit)
 
Total Members' Equity
Balance at December 31, 2016
 
270,000

 
$
27,000,000

 

 
$

 
$
(3,952,133
)
 
$
23,047,867

Net income for the year
 

 

 

 

 
4,722,444

 
4,722,444

Dividend paid
 

 

 

 

 
(5,000,000
)
 
(5,000,000
)
Balance at December 31, 2017
 
270,000

 
$
27,000,000

 

 
$

 
$
(4,229,689
)
 
$
22,770,311

 











































The accompanying notes are an integral part of these consolidated financial statements.

5

 
 
 
 
 
 
Syntron Material Handling Holdings, LLC and Subsidiaries
Year Ended December 31, 2017


Consolidated Statement of Cash Flows
December 31
 
2017
 
 
 
Cash flows from operating activities
 
 
Net income
 
$
4,722,444

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Depreciation and amortization
 
4,266,181

Debt issuance costs amortization
 
268,925

Loss on disposal of property and equipment
 
439,721

Changes in operating assets and liabilities:
 
 

Accounts receivable, net
 
(2,453,005
)
Inventories
 
(1,304,160
)
Prepaid expenses and other current assets
 
(364,311
)
Other non-current assets
 
133,875

Accounts payable and accrued liabilities
 
2,161,115

Customer deposits
 
393,065

Net cash provided by operating activities
 
8,263,850

Cash flows from investing activities
 
 

Proceeds from disposal of property and equipment
 
22,250

Purchases of property and equipment
 
(1,228,178
)
Net cash used in investing activities
 
(1,205,928
)
Cash flows from financing activities
 
 

Dividends paid
 
(5,000,000
)
Payments on capital leases
 
(230,500
)
Proceeds from borrowings
 
500,000

Paydown of debt
 
(1,500,000
)
Net cash used in financing activities
 
(6,230,500
)
Net increase in cash and cash equivalents
 
827,422

Cash and cash equivalents at beginning of year
 
695,909

Cash and cash equivalents at end of year
 
$
1,523,331

 
 
 
Supplemental disclosure of cash flow information:
 
 
Cash paid during the period for interest
 
$
6,133,499






















The accompanying notes are an integral part of these consolidated financial statements.

6

 
 
 
 
 
 
Syntron Material Handling Holdings, LLC and Subsidiaries

2017 Financial Statements


Notes to Consolidated Financial Statements


 
1.
Description of Business and Basis of Presentation

Description of Business

Syntron Material Handling Holdings, LLC (together with its subsidiaries and its direct parent company, the "Company") was formed on April 30, 2014.

The Company manufactures a diversified product line of conveyance and vibratory equipment used to load, transport and feed bulk materials. The Company markets its products on a global basis under the Syntron™ and Link-Belt™ brands. These products are marketed through direct sales employees and through independent representatives. The Company’s corporate offices and manufacturing operations are located in Tupelo, Mississippi and Changshu, China.

2.
Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary companies. All material intercompany transactions and balances have been eliminated in consolidation.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 605, "Revenue Recognition." Accordingly, the Company recognizes revenue when the following criteria have been met: persuasive evidence of an arrangement exists, no significant Company obligations remain, collection of the related receivable is reasonably assured and the amounts are fixed and determinable. The Company recognizes revenue from its product sales upon transfer of title, which occurs when product is shipped to or received by its customers. The Company presents revenues net of sales taxes collected from customers.

Revenues from a limited number of fixed price contracts are recognized on the percentage of completion method, measured on the basis of incurred costs to estimated total costs for each contract. This cost to cost method is used because management considers it to be the best available measure of progress on these contracts. Based on the estimated stage of completion, a respective portion of the expected revenue is recognized. If circumstances arise that may change the original estimates of revenues, costs or extent of progress towards completion, estimates are revised.

Shipping Costs

Shipping and handling costs are expensed as incurred and are included in costs of goods sold in the accompanying statement of operations.

Cash and Cash Equivalents

The Company considers all short-term, highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are presented at estimated net realizable value and do not include interest. An allowance for doubtful accounts is maintained for specific amounts that management estimates are uncollectible. Management determines collectability based primarily on periodic review and analysis of the account receivable aging, and prior experience of individual customers. Provisions for doubtful accounts are charged to operations at the time management determines these accounts may become uncollectible. The Company writes off accounts receivable when management determines they are uncollectible and credits payments subsequently received on such receivables to bad debt expense in the period received, if any.

    

7

 
 
 
 
 
 
Syntron Material Handling Holdings, LLC and Subsidiaries
2017 Financial Statements

Notes to Consolidated Financial Statements

2.
Summary of Significant Accounting Policies (continued)

Following is a schedule of the changes in the allowance for doubtful accounts:

 
 
2017
 
 
 
Beginning balance
 
$
100,313

Provision for bad debt
 
(10,215
)
Write-offs
 
(56,223
)
Total allowance for doubtful accounts
 
$
33,875


Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis. Standard costs include direct product and direct labor costs, manufacturing overhead and outsourced costs. Management regularly reviews the estimated utility of inventory based on, among other things, historical usage, technological obsolescence and changes to the product offering. If these reviews indicate a reduction in utility below carrying value, we reduce our inventory to a new cost basis through a charge to costs of goods sold.

Property and Equipment

Property and equipment are recorded at cost, less accumulated depreciation (See Note 3). Major improvements, which extend the lives of existing property and equipment, are capitalized. Expenditures for maintenance and repairs that do not extend the lives of the underlying assets are charged to expense as incurred. Upon retirement or disposal of assets, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the accompanying consolidated statement of operations. Leasehold improvements are amortized over the life of the lease.
Property acquired under capital leases are depreciated over the shorter of the lease term or estimated useful life of the assets. Depreciation and amortization is provided for primarily on a straight line basis over the estimated useful lives of the assets, which are as follows:

 
 
Estimated Useful Lives
 
 
 
Machinery and equipment
 
15

Tooling equipment
 
7

Furniture and equipment
 
10

Vehicles
 
Life of lease

Computer hardware and software
 
5


Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future net cash flows expected to be generated by the asset group. If the carrying amount exceeds its estimated undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying amount exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The Company regularly evaluates whether events and circumstances have occurred that indicate the useful lives of long-lived assets may warrant revision. No impairment was recognized during 2017.

Financial Instruments

Financial instruments include cash, accounts receivable, accounts payable, accrued liabilities and long term debt. The carrying value of cash, accounts receivable, accounts payable and accrued liabilities approximates their fair market value due to their short-term nature. The estimated fair value of the Company's debt is not significantly different from its carrying value at

8

 
 
 
 
 
 
Syntron Material Handling Holdings, LLC and Subsidiaries
2017 Financial Statements

Notes to Consolidated Financial Statements

2.
Summary of Significant Accounting Policies (continued)

December 31, 2017, as interest rates reflect current market rates.

Income Taxes

The Company and its domestic subsidiaries are comprised of limited liability companies. As such, these entities are treated as "pass through" entities for tax purposes and do not record any federal or state income tax provisions or tax liabilities, as the taxes are due at the member level. Syntron Material Handling Changshu is a non-domestic corporation that is subject to income taxes at a corporate level. Income tax expense (benefit) is recorded for Changshu, however deferred income taxes are not recorded as any balances are considered immaterial.

Goodwill and Intangible Assets

For identified intangible assets acquired in business combinations, the Company allocates purchase consideration based on the fair value of intangible assets acquired in accordance with ASC 805, “Business Combinations.” Goodwill represents the excess of cost over the fair value of net tangible and identifiable intangible assets acquired.

The Company tests goodwill for impairment at the reporting unit level annually and more often if an event occurs or circumstances change that indicate the fair value of a reporting unit is below its carrying amount. The Company has the option of performing a qualitative assessment of impairment to determine whether any further quantitative assessment for impairment is necessary. Factors considered in the qualitative assessment include general macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, events or changes affecting the composition or carrying amount of net assets, and other relevant entity-specific events. If an election is made to bypass the qualitative assessment or if it is determined, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, a quantitative test would be required. The Company determined on the basis of qualitative factors that the fair value of the reporting unit was not more likely than not less than the respective carrying amount, and the Company has not recorded impairment in any year.

Intangible assets deemed to have indefinite lives are not amortized but are subject to impairment tests on at least an annual basis by performing a qualitative or quantitative test. No impairment has been recorded for the year ended December 31, 2017.

For intangible assets with definite useful lives, the Company amortizes the cost over the estimated useful lives in a manner consistent with the expected use of the asset, and reviews for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. As of December 31, 2017, management concluded that no impairment of intangible assets with definite useful lives occurred (See Note 5). The Company also annually reviews the useful lives of each of its intangible assets.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) 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 financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Concentration of Credit Risk

Credit is extended to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains an allowance for doubtful accounts and is not exposed to any significant concentration of credit risk on trade accounts receivable and related allowances.
    

9

 
 
 
 
 
 
Syntron Material Handling Holdings, LLC and Subsidiaries
2017 Financial Statements

Notes to Consolidated Financial Statements

2.
Summary of Significant Accounting Policies (continued)

The Company maintains cash and cash equivalents at several financial institutions. Accounts at each financial institution are insured by the Federal Deposit Insurance Corporation ("FDIC"). The Company has not experienced any losses in such accounts.

Debt Issuance Costs

Amounts paid or payable to lenders in connection with the establishment of the Company's existing debt facility were capitalized and are amortized over the life of the notes using the straight-line method which approximates the effective interest method. Deferred financing costs, net of amortization expense of $268,925 totaled $628,967 as of December 31, 2017, and are presented as contra-liabilities to long-term debt, in the accompanying consolidated balance sheet.

3.
Property, Plant, and Equipment

Property, plant, and equipment, net, consists of:

 
 
2017
 
 
 
Machinery and equipment
 
$
6,118,305

Tooling equipment
 
430,912

Furniture and equipment
 
145,560

Vehicles
 
459,901

Computer hardware and software
 
1,260,161

Leasehold improvements
 
49,255

Construction in progress
 
27,725

Total property, plant and equipment
 
8,491,819

Less: accumulated depreciation
 
(3,742,099
)
Total property, plant and equipment, net
 
$
4,749,720


Depreciation expense for the year ended December 31, 2017 was $734,790. For the year ended December 31, 2017, $353,817 of depreciation expense is included as a component of manufacturing overhead which is included in costs of goods sold within the accompanying consolidated statement of operations. For the year ended December 31, 2017, $380,973 of depreciation expense is included as a component of selling general and administrative expense within accompanying consolidated statement of operations.

4. 
Inventories

Inventories are comprised of:
 
 
2017
Raw materials
 
$
2,339,936

Work in progress
 
848,676

Finished goods
 
8,004,450

Inventory in transit
 
254,285

Total inventory
 
11,447,347

Inventory cost adjustment
 
(588,816
)
Total inventory, net
 
$
10,858,531



10

 
 
 
 
 
 
Syntron Material Handling Holdings, LLC and Subsidiaries

2017 Financial Statements


Notes to Consolidated Financial Statements


5.
Goodwill and Other Intangible Assets

Intangible assets consist of the following:
December 31, 2017
 
Estimated Useful Life in Years
 
Gross Assets
 
Accumulated Amortization
 
Total
Tradename
 
Indefinite
 
$
11,800,000

 
$

 
$
11,800,000

Patents, net
 
1-12 years
 
310,000

 
(127,025
)
 
182,975

Customer relationships, net
 
12 years
 
38,900,000

 
(11,894,543
)
 
27,005,457

Non-compete agreements, net
 
5 year
 
1,300,000

 
(952,868
)
 
347,132

Backlog
 
0.25 years
 
1,000,000

 
(1,000,000
)
 

 
 

 
$
53,310,000

 
$
(13,974,436
)
 
$
39,335,564


Amortization expense of other intangible assets totaled approximately $3,531,202 for the year ended December 31, 2017 and is a component of selling, general and administrative expense within the accompanying consolidated statement of operations.

Estimated amortization expense for the next five years is as follows:

For the years ended December 31:
 
Amount
2018
 
$
3,531,202

2019
 
3,357,489

2020
 
3,271,911

2021
 
3,260,701

2022
 
3,257,419

2023 and beyond
 
10,856,842

 
 
$
27,535,564


Goodwill recorded at inception of the Company is $18,152,564 as of December 31, 2017. There are no accumulated impairment losses, measurement period adjustments, or other adjustments for the year ended December 31, 2017 or for any prior period.

6.
Long-Term Debt

On April 30, 2014, the Company entered into a credit agreement with CIT Finance LLC, Siemens Financial Services, Inc., and Ivy Hill Asset Management, L.P. The 2014 credit agreement includes a term loan (“2014 Term Loan”) in the amount of $55,000,000 and a revolving credit line (“2014 Revolver”) in the amount of up to $10,000,000. In addition, the Company entered into a Loan Agreement with the majority equity holder for a term loan in the principal amount of $30,000,000 (“Second Lien Subordinate Loan Agreement”) on April 30, 2014.

The 2014 Term Loan is subject to an interest rate that is equal to the sum of either the Base Rate (the higher of the prime lending rate, ½ of 1% in excess of the overnight federal funds rate, or the 3-month LIBOR rate plus 1%) or the LIBOR rate (with a LIBOR floor of 1%), and the Applicable Margin (3.5% when used with the Base Rate loan, or 4.5% when used with Eurodollar loans). The interest rate was 5.85% at December 31, 2017. Interest is due and payable on each interest payment date (last day of interest period) and at maturity. The 2014 Revolver shall bear interest until maturity at a rate per annum equal to the sum of either the Base Rate (the higher of the prime lending rate, ½ of 1% in excess of the overnight federal funds rate, or the 3-month LIBOR rate plus 1%) or LIBOR rate (with a LIBOR floor of 1%), and the Applicable Margin (3.5% when used with the Base Rate loan, or 4.5% when used with Eurodollar loans and letter of credit fees). The interest rate was 5.85% at December 31, 2017. Interest is due and payable on each interest payment date (last day of interest period) and at maturity. The Second Lien Subordinate Loan Agreement is subject to an interest rate of 16% per annum paid monthly.

11

 
 
 
 
 
 
Syntron Material Handling Holdings, LLC and Subsidiaries

2017 Financial Statements


Notes to Consolidated Financial Statements


6.
Long-Term Debt (continued)

    The 2014 Term Loan and 2014 Revolver contains a number of negative covenants restricting, among other things, payment of dividends, purchases, redemptions, or retirement of capital stock.

The credit agreement also includes financial covenants, including a minimum senior net leverage ratio and fixed charge coverage ratio to be calculated at each fiscal quarter end. The Company is required to maintain a senior net leverage ratio of not greater than 3.00:1.00, and a fixed charge coverage ratio of at least 1.25:1.00. As of December 31, 2017, the Company was in compliance with all of the covenants in each credit facility. The Second Lien Subordinate Loan Agreement contains a number of negative covenants including continued existence of the entity, tax compliance, insuring property, and maintain US GAAP accounting. The Second Lien Subordinate Loan Agreement also includes financial covenants, including a total leverage ratio less than 6.325:1.00 at year end and a fixed charge coverage ratio of no less than 1.05:1:00.
    
The Company has standby letters of credit to certain customers that restrict the available amount of the revolver. As of December 31, 2017, these guarantees amount to approximately $194,000.
    
On June 5, 2014 the Company sold land and a building for $16,000,000 and used the funds to pay down the 2014 Term Loan. Immediately after the sale, the Company entered into a 20-year leaseback for the land and building sold. The monthly lease payments are included in the future minimum payment schedule for operating leases in Note 7.
    
The Company's debt consisted of the following:

December 31
 
2017
2014 term loan
 
$
22,000,000

Second lien subordinate loan agreement
 
30,000,000

2014 revolver
 

Less: current portion of long term debt
 

Less: deferred financing costs
 
(628,967
)
Long term debt
 
$
51,371,033


Future principal payments are as follows:
For the years ended December 31:
 
Amount
2018
 
$

2019
 

2020
 
52,000,000

 
 
$
52,000,000


7.
Commitments and Contingencies

Leases
The Company leases its facilities under non-cancellable operating leases expiring over various dates through 2034.

At December 31, 2017, annual future minimum lease payment requirements under non-cancelable long-term operating leases are as follows:


12

 
 
 
 
 
 
Syntron Material Handling Holdings, LLC and Subsidiaries
2017 Financial Statements

Notes to Consolidated Financial Statements

7.
Commitments and Contingencies (continued)


For the years ended December 31:
 
Amount
2018
 
$
1,387,619

2019
 
1,405,546

2020
 
1,432,416

2021
 
1,449,731

2022
 
1,472,335

2023 and beyond
 
20,114,433

 
 
$
27,262,080


Rent expense amounted to approximately $1,637,931 for the year ended December 31, 2017.

The Company has entered into certain capital leases, with remaining terms that extend to 2020. The following is an analysis of the leased property under capital leases by major classes:
Classes of Property
 
2017
Vehicles
 
$
459,901

Capital computers and hardware
 
435,572

Less: accumulated depreciation
 
(439,537
)
 
 
$
455,936

    
The following is a schedule by years of future minimum lease payments under capital leases as of December 31, 2017.
For the years ended December 31:
 
Amount
2018
 
$
250,321

2019
 
151,701

2020
 
62,600

2021
 

Total minimum lease payments
 
$
464,622

 
 
 
Current portion of capital lease obligations
 
236,803

Long term portion of capital lease obligations
 
227,819

Capital lease obligations
 
$
464,622

Litigation
The Company, from time to time may be a defendant in legal proceedings in the ordinary course of business. Although it is difficult to predict the outcome of any potential or threatened litigation, management does not believe that any of these claims and proceedings against it is likely to have, individually or in the aggregate, a material adverse effect on the financial condition or results of operations. At December 31, 2017, there are no material legal issues pending or outstanding.


13

 
 
 
 
 
 
Syntron Material Handling Holdings, LLC and Subsidiaries

2017 Financial Statements


Notes to Consolidated Financial Statements


8.
Related Party Transactions

The Company is party to a management service agreement with Levine Leichtman Capital Partners, Inc. (the "Management Company"). Under this agreement, the Management Company shall provide advice and assistance to the Company's executive management and board of directors as requested by the Company from time to time and will be reimbursed for all out of pocket expenses incurred on behalf of the Company. Minor travel expenses were reimbursed in 2017.
    
As of December 31, 2017, the Company’s Second Lien Subordinate Loan Agreement is with the majority equity holder for a term loan in the principal amount of $30,000,000, as described in Note 6.

9.
Members' Equity

The Company currently has two authorized classes of equity per the LLC agreement. 270,000 Class A and 0 Class B units are issued and outstanding as of December 31, 2017. Class A units are voting with one vote per unit held. Class B units are non-voting.
    
Class A units accrue a preferred return of 10% per annum compounding annually on the last day of the year. Distributions are made first in the amount of the accrued but unpaid Class A preferred return. After the preferred return is fully paid, all remaining amounts are distributed equally among the holders of the Class A and Class B units. For the years ended December 31, 2017, the Company declared and paid cash dividends of $5,000,000, to holders of the Class A units.

The Company has an equity incentive plan for which stock options have been granted to certain members of management. As of December 31, 2017, those options have not vested and no compensation cost has been recognized in any period. The options may fully vest upon a change of control.

10.
Employee Benefit Plans

The Company has a 401(k) profit-sharing plan (the "Plan") that covers all employees who are at least age 21. Participants may contribute up to 75% of their compensation to the Plan, not to exceed the maximum allowed by law. At the discretion of the Members of the Board, the Company may make additional contributions to the Plan. Company contributions charged to operations amounted to $272,879 for the year ended December 31, 2017.
    
11.
Subsequent Event

The Company discloses material events that occur after the balance sheet date, but before the consolidated financial statements are issued. In general, these events are recognized in the consolidated financial statements if the condition existed at the date of the balance sheet, but are not recognized if the condition did not exist at the balance sheet date. The Company discloses non-recognized events if required to keep the consolidated financial statements from being misleading. In 2018, the Company declared and paid cash dividends of $6,000,000 to holders of the Class A units. Management evaluated events occurring subsequent to December 31, 2017 through March 19, 2019, the date the consolidated financial statements were available for issuance.
    
The Company was acquired by Kadant Inc. on January 2, 2019 for an aggregate purchase price of approximately $179,000,000, subject to certain customary adjustments.


14