Exhibit 99.2
GenWoods HoldCo, LLC
Consolidated Balance Sheet as of July 2, 2011, Consolidated Statement of Changes in Members’ Equity for the Six Months Ended July 2, 2011 and Consolidated Statements of Operations and of Cash Flows for the Six Months Ended July 2, 2011 and July 3, 2010 (Unaudited)
GenWoods HoldCo, LLC
Index
July 2, 2011
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Consolidated Financial Statements | | | | |
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Unaudited Balance Sheet | | | 1 | |
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Unaudited Statements of Operations | | | 2 | |
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Unaudited Statement of Changes in Members’ Equity | | | 3 | |
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Unaudited Statements of Cash Flows | | | 4 | |
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Notes to Unaudited Consolidated Financial Statements | | | 5–9 | |
GenWoods HoldCo, LLC
Unaudited Consolidated Balance Sheet
July 2, 2011
(Dollars in thousands)
| | | | |
| | | 2011 | |
Assets | | | | |
Current assets | | | | |
Cash | | $ | 588 | |
Trade accounts receivable, less allowance for bad debts of $731 | | | 40,666 | |
Inventories, net | | | 33,019 | |
Prepaid expenses and other current assets | | | 1,314 | |
Income tax receivable | | | 135 | |
Deferred income taxes | | | 2,137 | |
| | | | |
Total current assets | | | 77,859 | |
Property, plant and equipment | | | | |
Land | | | 286 | |
Buildings | | | 5,784 | |
Machinery and equipment | | | 23,811 | |
Office furniture, fixtures and equipment | | | 4,783 | |
| | | | |
Subtotal at cost | | | 34,664 | |
Less: Accumulated depreciation | | | (19,437 | ) |
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Net | | | 15,227 | |
Goodwill | | | 4,342 | |
Other assets, net | | | 1,305 | |
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Total assets | | $ | 98,733 | |
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Liabilities and Members’ Equity | | | | |
Current liabilities | | | | |
Current maturities of long-term obligations | | $ | 27,921 | |
Accounts payable | | | 10,436 | |
Accrued salaries, wages and employee benefits | | | 5,351 | |
Accrued expenses | | | 2,837 | |
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Total current liabilities | | | 46,545 | |
Long-term obligations, less current maturities | | | 5,231 | |
Deferred tax liability | | | 1,922 | |
Other long-term liabilities | | | 1,988 | |
Members’ equity | | | 43,047 | |
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Total liabilities and members’ equity | | $ | 98,733 | |
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The accompanying notes are an integral part of the consolidated financial statements.
1
GenWoods HoldCo, LLC
Unaudited Consolidated Statements of Operations
Six Months Ended July 2, 2011 and July 3, 2010
(Dollars in thousands)
| | | | | | | | |
| | | 2011 | | | 2010 | |
Net sales | | $ | 85,512 | | | $ | 75,377 | |
Cost of sales | | | 58,969 | | | | 52,072 | |
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Gross profit | | | 26,543 | | | | 23,305 | |
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Operating expenses | | | | | | | | |
Selling expenses | | | 9,949 | | | | 9,192 | |
General and administrative expenses | | | 4,747 | | | | 4,073 | |
Engineering expenses | | | 840 | | | | 780 | |
Special charges (Note 10) | | | 221 | | | | 344 | |
Other operating expenses, net | | | 250 | | | | 250 | |
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Total operating expenses | | | 16,008 | | | | 14,639 | |
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Operating income | | | 10,535 | | | | 8,666 | |
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Other expenses | | | | | | | | |
Interest expense, including amortization of deferred finance costs | | | 671 | | | | 314 | |
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Total other expense | | | 671 | | | | 314 | |
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Income before income tax expense | | | 9,864 | | | | 8,352 | |
Income tax expense | | | 2,762 | | | | 2,297 | |
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Net income | | $ | 7,102 | | | $ | 6,055 | |
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The accompanying notes are an integral part of the consolidated financial statements.
2
GenWoods HoldCo, LLC
Unaudited Consolidated Statement of Changes in Members’ Equity
Six Months Ended July 2, 2011
(Dollars in thousands, except per unit information)
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| | | Number of | | | | | | Number of | | | | | | | | | | | | | | | Notes | | | | |
| | | Units of | | | | | | Units of | | | | | | Treasury | | | Deferred | | | | | | Receivable | | | Total | |
| | | Class | | | Class A Unit | | | Class | | | Class B Unit | | | Unit | | | Equity-based | | | Retained | | | From | | | Members’ | |
| | | A | | | Amount | | | B | | | Amount | | | Amount | | | Compensation | | | Earnings | | | Unit Holders | | | Equity | |
Balance at January 1, 2011 | | | 8,854,167 | | | $ | 31,455 | | | | 1,520,833 | | | $ | 1,376 | | | $ | (298 | ) | | $ | — | | | $ | 3,412 | | | $ | — | | | $ | 35,945 | |
Net income | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 7,102 | | | | — | | | | 7,102 | |
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Balance at July 2, 2011 | | | 8,854,167 | | | $ | 31,455 | | | | 1,520,833 | | | $ | 1,376 | | | $ | (298 | ) | | $ | — | | | $ | 10,514 | | | $ | — | | | $ | 43,047 | |
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The accompanying notes are an integral part of the consolidated financial statements.
3
GenWoods HoldCo, LLC
Unaudited Consolidated Statements of Cash Flows
Six Months Ended July 2, 2011 and July 3, 2010
(Dollars in thousands)
| | | | | | | | |
| | | 2011 | | | 2010 | |
Cash flows from operating activities | | | | | | | | |
Net income | | $ | 7,102 | | | $ | 6,055 | |
Adjustments to reconcile net income to net cash provided by operating activities | | | | | | | | |
Depreciation of property, plant and equipment | | | 1,243 | | | | 1,335 | |
Amortization and write-off of deferred finance costs | | | 63 | | | | 58 | |
(Recovery of) provision for bad debts | | | 47 | | | | 15 | |
Provision for inventory obsolescence | | | 101 | | | | 498 | |
(Gain) loss on sale of property, plant and equipment | | | 1 | | | | 186 | |
Impairment adjustment | | | (31 | ) | | | — | |
Changes in operating assets and liabilities | | | | | | | | |
Trade accounts receivable | | | (9,037 | ) | | | (8,190 | ) |
Inventories | | | (2,340 | ) | | | 866 | |
Prepaid expenses and other assets | | | 138 | | | | 713 | |
Accounts payable | | | 1,844 | | | | 3,543 | |
Accrued salaries, wages and employee benefits | | | 607 | | | | 496 | |
Other liabilities | | | 1,481 | | | | 827 | |
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Net cash provided by operating activities | | | 1,219 | | | | 6,402 | |
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Cash flows from investing activities | | | | | | | | |
Purchases of property, plant and equipment | | | (597 | ) | | | (689 | ) |
Proceeds from sale of property, plant and equipment | | | 1 | | | | 101 | |
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Net cash provided by (used in) investing activities | | | (596 | ) | | | (588 | ) |
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Cash flows from financing activities | | | | | | | | |
Borrowings on revolving credit facility, net | | | 1,688 | | | | (65 | ) |
Payments on term loans | | | (2,000 | ) | | | (609 | ) |
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Net cash used in financing activities | | | (312 | ) | | | (674 | ) |
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Net (decrease) increase in cash | | | 311 | | | | 5,140 | |
Cash and cash equivalents | | | | | | | | |
Beginning of the period | | | 277 | | | | 5,509 | |
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End of the period | | $ | 588 | | | $ | 10,649 | |
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Supplemental cash flow information | | | | | | | | |
Cash paid for interest | | $ | 620 | | | $ | 268 | |
Cash paid for income taxes | | | 572 | | | | 798 | |
The accompanying notes are an integral part of the consolidated financial statements.
4
GenWoods HoldCo, LLC
Notes to Unaudited Consolidated Financial Statements
July 2, 2011
(Dollars in thousands)
| 1. | Basis of Presentation and Change in Reporting Entity |
GenWoods HoldCo, LLC (“GenWoods”) a limited liability company, was organized in 2004 for the purpose of acquiring 100% of the stock of Woods Equipment Company. The primary member of GenWoods HoldCo, LLC is Genstar Capital Partners III, L.P. (“Genstar”). Effective January 1, 2005, Woods Equipment Company merged with and into its wholly-owned subsidiary, WEC Company, doing business as Woods Equipment Company. On March 17, 2005, WEC Company’s name was changed to Woods Equipment Company (“Woods”).
The accompanying consolidated financial statements include the accounts of GenWoods and Woods (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the Consolidated Financial Statements contain all adjustments (consisting of only normal recurring adjustments) necessary for a fair statement of the financial position, results of operations, cash flows, and changes in members’ equity for the periods presented.
The accompanying financial data as of July 2, 2011 and for the periods ended July 2, 2011 and July 3, 2010 has been prepared by the Company, without audit. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the U.S. have been condensed or omitted.
The Company operates on a fifty-two/fifty-three week fiscal year. The financial statements included herein reflect information related to the twenty-six week periods ended July 2, 2011 and July 3, 2010.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company’s management 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 the reported amounts of revenues and expenses during the periods reported. Actual results could differ from those estimates.
Inventories at July 2, 2011 consist of the following:
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| | | July 2, 2011 | |
Raw materials | | $ | 8,994 | |
Work in process | | | 740 | |
Finished goods | | | 25,596 | |
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| | | 35,330 | |
Provision for obsolescence | | | (2,311 | ) |
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Total | | $ | 33,019 | |
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5
GenWoods HoldCo, LLC
Notes to Unaudited Consolidated Financial Statements
July 2, 2011
(Dollars in thousands)
| 3. | Revolving Credit Facility and Term Debt |
Debt obligations at July 2, 2011 consist of the following:
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| | | July 2, 2011 | |
Revolving credit facility | | $ | 23,921 | |
Term loans | | | 9,231 | |
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Total debt | | | 33,152 | |
Less: Current maturities | | | (27,921 | ) |
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Total long-term obligations | | $ | 5,231 | |
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Future annual maturities of the debt obligations for five fiscal years subsequent to July 2, 2011 are as follows:
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2011 July 2, 2011 through December 31, 2011) | | $ | 25,921 | |
2012 | | | 4,000 | |
2013 | | | 2,625 | |
2014 | | | 500 | |
2015 | | | 106 | |
Credit Agreement Dated June 17, 2004
On June 17, 2004, the Company entered into a five year credit agreement (the “Agreement”) that provides a $70,000 revolving credit facility (the “Revolving Credit Facility”), a $10,250 term loan (“Term Loan A”) and a $10,000 term loan (“Term Loan B”). On June 6, 2008, the Company extended the Revolving Credit Facility and Term Loan A through June 17, 2013 under substantially the same terms and conditions of the Agreement. On June 23, 2009, the Company reduced the revolving credit facility to $55,000. The Company amended and restated its Agreement on September 21, 2010. On that date, the Company (i) reduced the revolving credit facility to $45,000, and (ii) borrowed an additional $10,000 on a new Term Loan B.
Substantially all of the Company’s inventory, accounts receivable and property, plant and equipment serve as collateral for the Agreement. The Agreement contains various restrictive covenants common to such agreements, including limitations on investments, limitations on use of proceeds from issuance of equity, limitations on dividends or distributions, average excess loan availability, and maintenance of certain financial ratios such as a Fixed Charge Coverage ratio and a Senior Debt to EBITDA ratio. At July 2, 2011, the Company believes it was in compliance with the covenants of its Agreement.
Revolving Credit Facility
The Revolving Credit Facility provides for revolving credit loans and letters of credit, not to exceed maximum amounts under a calculated borrowing base, as defined in the agreement, comprised of a percentage of eligible trade accounts receivable and inventories. As of July 2, 2011, there was $17,541 available for additional borrowings. Further, the Revolving Credit Facility contains language that could be interpreted as a subjective acceleration clause; therefore, the balance is classified under “Current liabilities.”
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GenWoods HoldCo, LLC
Notes to Unaudited Consolidated Financial Statements
July 2, 2011
(Dollars in thousands)
The interest rates for the revolving credit loan, at the Company’s option, are based upon either the prime rate (3.25% at July 2, 2011) plus margins ranging from 0.25% to 1.00% or LIBOR plus margins ranging from 2.00% to 2.75%. The average interest rate as of July 2, 2011 was 2.21%.
At July 2, 2011, the Company had outstanding letters of credit to collateralize its potential self-insured losses totaling approximately $3,538 bearing interest at 2.00%.
Term Loan A
Term Loan A is payable in quarterly installments of $125 for principal with the final payment due on June 17, 2015. Interest rates, at the Company’s option, are based upon either the prime rate (3.25% at July 2, 2011) plus margins ranging from 0.25% to 1.00% or LIBOR plus margins ranging from 2.00% to 2.75%. The average interest rate as of July 2, 2011 was 2.24%.
Term Loan B
Term Loan B is payable in quarterly installments of $875 for principal with the final payment being made on September 30, 2013. Interest rates, at the Company’s option, are based upon either, the prime rate (3.25% at July 2, 2011) plus margin of 2.75% or LIBOR plus margin of 4.50%. The average interest rate as of July 2, 2011 was 4.70%.
| 4. | Equity and Stock-Based Compensation |
GenWoods was formed as a limited liability company (“LLC”) whereby each member holds units of ownership in the LLC. There are Class A and Class B units of ownership within the LLC. Holders of Class A units are entitled to a 12.00% return compounded on a monthly basis and a voting interest of one vote per unit. Holders of the Class B units share equally with Class A holders in any distributions after the Class A holders receive their return of capital plus any unpaid portion of the 12.00% return. Class B units provide no voting interest.
The Class B units have been issued to certain members of management as performance incentives and are deemed to be compensation over the five year vesting period from the date of issuance.
For purposes of calculating non-cash compensation, the fair value of the Class B units was determined in accordance with ASC 718, “Compensation - Stock Compensation”. The fair value was determined in 2004 using a binomial options pricing model with the following assumptions:
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Risk-free interest rate | | | 2.07 | % |
Expected life | | | 5 years | |
Volatility | | | 47.60 | % |
Expected dividends | | $ | 0.00 | |
The fair value of the Class B units will be recorded as compensation expense in the consolidated statements of operations over the vesting period of five years. No compensation expense was recorded for the twenty-six week periods ended July 2, 2011 and July 3, 2010.
The Company’s products are generally sold under limited warranty for a period of one year from the date of sale to the end user. Warranty costs are estimated and recorded at the time of the
7
GenWoods HoldCo, LLC
Notes to Unaudited Consolidated Financial Statements
July 2, 2011
(Dollars in thousands)
Company’s sale based on historical experience. The Company’s warranty obligation is included in “Other accrued liabilities” in the consolidated balance sheets. The change in the liabilities for product warranties for the twenty-six week period ended July 2, 2011 follows:
| | | | |
| | | Twenty-six weeks
ended July 2, 2011 | |
Beginning balance | | $ | 588 | |
Warranty provision for products sold | | | 384 | |
Settlements made during the period | | | (394 | ) |
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Ending balance | | $ | 578 | |
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The Company has a defined contribution 401(k) plan covering substantially all employees. The plan provides for a Company matching contribution of 50.00% of the employee’s contribution up to 6.00% of the employee’s eligible compensation. In addition, the plan has a discretionary contribution provision. Total Company contributions for the twenty-six week period ended July 2, 2011 totaled approximately $231.
| 7. | Related Party Transactions |
The Company has an agreement with its primary member, Genstar, to pay for management services provided to the Company. Under the terms of the management agreement, the Company will pay an annual management fee of $500 plus reimbursement of certain out-of-pocket expenses. The agreement expires upon sale to an unaffiliated third party of substantially all of the Company’s assets or Genstar’s interest in the Company. The amount of management fees charged to expense for the twenty-six week periods ended July 2, 2011 and July 3, 2010 was $250.
The Company leases certain facilities, computer equipment and transportation equipment under noncancelable operating lease agreements with expiration dates through 2027. The transportation equipment leases incorporate variable rates based on mileage. Future minimum lease payments under noncancelable operating leases with initial or remaining lease terms in excess of one year at July 2, 2011 are as follows:
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2011 | | $ | 1,070 | |
2012 | | | 1,971 | |
2013 | | | 1,990 | |
2014 | | | 1,980 | |
2015 | | | 992 | |
Thereafter | | | 9,379 | |
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| | $ | 17,382 | |
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Total rent expense under all operating leases for the twenty-six week periods ended July 2, 2011 and July 3, 2010 was approximately $1,696 and $1,738, respectively.
8
GenWoods HoldCo, LLC
Notes to Unaudited Consolidated Financial Statements
July 2, 2011
(Dollars in thousands)
The Company is subject to various claims, including environmental and product liability claims, arising in the ordinary course of business, and is party to various legal proceedings, which management considers to be ordinary, routine and incidental to the Company’s business. In the opinion of management, potential losses from all such matters have been provided for in the consolidated financial statements and are either adequately covered by insurance or are not expected to have a material adverse effect on the Company. For claims covered by insurance, the Company has recorded an estimated obligation at July 2, 2011 of $722, which is included in “Other long-term liabilities.” The Company also recorded an estimated insurance receivable at July 2, 2011 of $722, which is included in “Other assets, net.”
During the twenty-six week period ended July 2, 2011, the Company recorded special charges of $221 related to expenses incurred attributable to the sale of the Company.
During the twenty-six week period ended July 3, 2010, the Company recorded special charges of $344 related to the relocation of two warehouse facilities (Roseville, MN and La Mirada, CA) and exit of the La Mirada, CA manufacturing facility.
Effective September 7, 2011, the Company was purchased by SP Companies, Inc., an indirect wholly-owned subsidiary of Blount International, Inc. for a preliminary purchase price of $190,376, subject to certain adjustments as defined in the related purchase agreement. These financial statements do not include any of the effects of the sale.
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