Attached files

file filename
8-K/A - FORM 8-K/A - UNIROYAL GLOBAL ENGINEERED PRODUCTS, INC.p0137_8k-a.htm
EX-99.4 - UNAUDITED CONDENSED FINANCIAL STATEMENTS OF UNIROYAL ENGINEERED PRODUCTS, LLC - UNIROYAL GLOBAL ENGINEERED PRODUCTS, INC.p0137_ex99-4.htm
EX-99.2 - AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF ENGINEERED PRODUCTS ACQUISITION LIMITED - UNIROYAL GLOBAL ENGINEERED PRODUCTS, INC.p0137_ex99-2.htm
EX-99.3 - UNAUDITED SUPPLEMENTAL INFORMATION OF ENGINEERED PRODUCTS ACQUISITION LIMITED - UNIROYAL GLOBAL ENGINEERED PRODUCTS, INC.p0137_ex99-3.htm
EX-99.1 - AUDITED FINANCIAL STATEMENTS OF UNIROYAL ENGINEERED PRODUCTS, LLC - UNIROYAL GLOBAL ENGINEERED PRODUCTS, INC.p0137_ex99-1.htm
EX-99.6 - UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS - UNIROYAL GLOBAL ENGINEERED PRODUCTS, INC.p0137_ex99-6.htm
EX-2.1 - GUARANTY - UNIROYAL GLOBAL ENGINEERED PRODUCTS, INC.p0137_ex2-1.htm

EXHIBIT 99.5

 

ENGINEERED PRODUCTS ACQUISITION LIMITED

 

UNAUDITED CONDENSED FINANCIAL STATEMENTS

For the Six Months Ended June 29, 2014 and June 30, 2013

 

 

 

 

 

 
 

 

ENGINEERED PRODUCTS ACQUISITION LIMITED

 

BALANCE SHEETS

As of June 29, 2014 and June 30, 2013

(Unaudited)

 

   June 29, 2014  June 30, 2013
       
CURRENT ASSETS          
Cash and cash equivalents  $676,210   $1,092,226 
Accounts receivable, net   10,043,586    10,898,041 
Inventories, net   6,956,945    6,326,147 
Other current assets   1,621,024    1,382,047 
Total Current Assets   19,297,765    19,698,461 
           
PROPERTY AND EQUIPMENT   4,201,437    2,782,339 
           
OTHER ASSETS          
Intangible assets   2,575,812    2,307,611 
Total Other Assets   2,575,812    2,307,611 
           
TOTAL ASSETS  $26,075,014   $24,788,411 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
           
CURRENT LIABILITIES          
Line of credit  $8,484,897   $9,658,794 
Current maturities of long-term debt   115,821    —   
Current maturities of capital lease obligations   86,443    —   
Accounts payable   5,550,988    6,078,683 
Accrued expenses    2,631,634    1,993,238 
Due to related parties   —      419,622 
Total Current Liabilities   16,869,783    18,150,337 
           
LONG-TERM LIABILITIES          
Long-term debt   424,675    —   
Capital lease obligations   291,745    —   
Long-term debt to related parties   1,388,473    1,243,901 
Other long-term liabilities   773,467    722,574 
Total Long-Term Liabilities   2,878,360    1,966,475 
Total Liabilities   19,748,143    20,116,812 
           
STOCKHOLDERS' EQUITY          
Common Stock   151    151 
Retained Earnings   5,631,319    4,593,693 
Accumulated Other Comprehensive Income   695,401    77,755 
Total Stockholders'  Equity   6,326,871    4,671,599 
           
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $26,075,014   $24,788,411 

 

See accompanying notes to financial statements

1
 

 

ENGINEERED PRODUCTS ACQUISITION LIMITED

 

STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the Six Months Ended June 29, 2014 and June 30, 2013

(Unaudited)

 

   June 29, 2014  June 30, 2013
         (see Note 1) 
           
NET SALES  $23,503,795   $17,630,876 
           
COST OF GOODS SOLD   19,801,084    15,219,517 
           
Gross Profit   3,702,711    2,411,359 
           
OPERATING EXPENSES   3,259,790    1,870,515 
           
Operating Income   442,921    540,844 
           
OTHER INCOME (EXPENSE)          
Interest and other debt related expense   (292,549)   (123,434)
Gain on bargain purchase       4,646,045 
Other income   79,594    (50,984)
Net Other Expense   (212,955)   4,471,627 
           
INCOME BEFORE TAX PROVISION   229,966    5,012,471 
           
TAX PROVISION   48,728    120,309 
           
NET INCOME  $181,238   $4,892,162 

 

See accompanying notes to financial statements

 

2
 

 

ENGINEERED PRODUCTS ACQUISITION LIMITED

 

STATEMENTS OF CASH FLOWS

For the Six Months Ended June 29, 2014 and June 30, 2013

(Unaudited)

 

  June 29, 2014  June 30, 2013
           
CASH FLOWS FROM OPERATING ACTIVITIES          
Net income  $181,238   $4,892,162 
Adjustments to reconcile net income to net cash flows from operating activities          
Depreciation   364,825    206,491 
Gain on bargain purchase       (4,646,045)
Changes in assets and liabilities          
Accounts receivable   (1,447,802)   (1,716,260)
Inventories   15,745    614,622 
Other current assets   (192,034)   (104,091)
Accounts payable   667,488    521,317 
Accrued expenses   445,350    (136,197)
Other long-term liabilities   3,905    19,683 
Net Cash Flows from Operating Activities   38,715    (348,318)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Capital expenditures   (875,107)   (418,526)
Purchase of Wardle Storeys less cash acquired       (255,716)
Net Cash Flows from Investing Activities   (875,107)   (674,242)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Net payments on line of credit   317,881    1,158,675 
Proceeds from issuance of long-term debt   567,450     
Payments on capital lease obligations   (14,394)    
Note payable to related party       931,371 
Net Cash Flows from Financing Activities   870,937    2,090,046 
           
Net Change in Cash and Cash Equivalents   34,545    1,067,486 
CASH AND CASH EQUIVALENTS - Beginning of Year   622,496    19,715 
Effects of currency translation on cash and cash equivalents   19,169    5,025 
           
CASH AND CASH EQUIVALENTS - END OF YEAR  $676,210   $1,092,226 

 

For noncash transactions and supplemental disclosure of cash flow information see Note 2.

 

See accompanying notes to financial statements

 

3
 

 

ENGINEERED PRODUCTS ACQUISITION LIMITED

 

NOTES TO FINANCIAL STATEMENTS
As of and for the Six Months Ended June 29, 2014 and June 30, 2013

 

 

NOTE 1 – Basis of Presentation

 

The interim Condensed Financial Statements of Engineered Products Acquisition Limited (the “Company”) are unaudited and should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2013. The Company is incorporated in the United Kingdom and uses the British Pound as its functional currency. The amounts reflected in the financial statements have been translated into United States Dollars as of the reporting date. The financial statements have been prepared in accordance with US GAAP.

 

In the opinion of the Company, all adjustments necessary for a fair presentation of such Condensed Financial Statements have been included. Such adjustments consist only of normal recurring items. Interim results are not necessarily indicative of results for a full year. The interim Condensed Financial Statements and notes thereto do not contain certain information included in the Company’s annual Financial Statements and notes thereto.

 

Engineered Products Acquisition Limited acquired 100% of the common stock Wardle Storeys (Group) Limited on March 4, 2013 using acquisition accounting. The purchase price was £2,910,000 or approximately $4,381,000. Included in the statement of operations for the six months ended June 30, 2013 is the operating results of Wardle Storeys (Group) Limited for the period March 4, 2013 to June 30, 2013 or approximately four months of Wardle Storeys (Group)’s operating results. Whereas, in the results for the six months ended June 29, 2014 there is a full six month of their operating results. As required by acquisition accounting, the assets acquired and the liabilities assumed were adjusted to their fair value. Since the fair value of the net assets were greater than the purchase price, current accounting standards required the Company to record the difference of $4,646,045 as a gain which is shown as gain on bargain purchase in the Statement of Comprehensive Income for the six months ended June 30, 2013.

 

NOTE 2 – Inventories

 

Inventories consist of the following as of June 29, 2014 and June 30, 2013:

 

   June 29,
2014
  June 30,
2013
       
Raw Materials  $2,345,596   $2,428,183 
Work-in Process   2,485,711    2,455,180 
Finished Goods   2,787,205    1,864,083 
    7,618,512    6,747,446 
Less: Allowance for inventory obsolescence   (661,567)   (421,299)
           
Total Inventories  $6,956,945   $6,326,147 

 

 

NOTE 3 – Operating Expenses

 

Subsequent to the acquisition by EPAL, Wardle Storeys (Group) initiated a study of its manufacturing staffing requirements. As a result of this study, Wardle Storeys reduced its staffing and recorded a one time charge for the redundancy and other associated costs as statutorily required in the United Kingdom. This charge, in the amount of $459 ,809, is included in operating expenses for the six months ended as of June 29, 2014 . The annualized compensation and other payroll costs associated with these employees were approximately $750,000.

 

4
 

 

ENGINEERED PRODUCTS ACQUISITION LIMITED

 

NOTES TO FINANCIAL STATEMENTS
As of and for the Six Months Ended June 29, 2014 and June 30, 2013

 

 

NOTE 4 – Subsequent Event

 

On November 10, 2014, the Company was acquired by Invisa, Inc. (“Invisa”) in a stock transaction that included the acquisition of Uniroyal Engineered Products, LLC (”UEP”) United States manufacturer of textured coatings and polymer films.

 

Invisa purchased the Company for 100 shares of Invisa’s common stock and Invisa’s guaranty of outstanding EPAL preferred stock retained by the seller having a liquidation preference of £12,518,240 (approximately $20 million). Management of the acquired entities was not altered in the acquisition. Invisa made the acquisitions of UEP through its newly formed subsidiary, UEP Holdings, LLC (“UEPH”). The aggregate purchase consideration paid for 100% of the outstanding equity of Uniroyal was preferred ownership interests issued by UEPH having an aggregate face value of $35 million.

 

As explained in the Initial 8-K Mr. Howard R. Curd beneficially owned all of Invisa’s outstanding shares of Series A preferred stock and Series B preferred stock; a substantial portion of Invisa’s outstanding Series C Preferred; and approximately 6.8 million shares of Invisa common stock. As a result of this beneficial ownership, Mr. Curd controls in excess of 80% of Invisa voting rights in all matters to come before the Invisa shareholders. Mr. Curd also owned all of the issued and outstanding capital stock of EPAL and a majority of the limited liability company interests of the Company and was a controlling person of the Company and Wardle Storeys before the acquisitions. As a result of this common ownership and as required by current accounting pronouncements, the transaction is treated as a combination between entities under common control and is accounted for in a manner similar to the pooling-of-interest method. The recognized assets and liabilities are transferred at their carrying amounts at the date of the transaction. Further, the companies will be combined retrospectively for prior year comparative information to the extent permitted.

 

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