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
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
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
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 ofthis 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.
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.
