Exhibit 99.2
Megatran Industries, Subsidiaries and Affiliate
Combined Balance Sheets
June 30, 2024 and 2024
| | | 2024 | | | 2023 | |
ASSETS | | | | | | | | |
Current assets: | | | | | | | | |
Cash | | $ | 2,545,453 | | | $ | 1,635,144 | |
Accounts receivable, net of allowance for credit losses of $37,000 and $6,554 in 2024 and 2023, respectively | | | 20,036,139 | | | | 18,860,927 | |
Inventories, net | | | 21,206,800 | | | | 19,605,842 | |
Prepaid expenses and other current assets | | | 1,457,162 | | | | 1,033,586 | |
Total current assets | | | 45,245,554 | | | | 41,135,499 | |
| | | | | | | | | |
Property, plant and equipment, net | | | 4,685,523 | | | | 3,794,944 | |
Investment in joint venture | | | 1,979,421 | | | | 1,921,318 | |
Goodwill, net | | | 159,395 | | | | 180,725 | |
Advances to stockholders | | | 6,000 | | | | 6,000 | |
Investment in insurance captive | | | 36,000 | | | | 36,000 | |
| | | $ | 52,111,893 | | | $ | 47,074,486 | |
| | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | |
Current liabilities: | | | | | | | | |
Line of credit | | $ | 3,000,000 | | | $ | 2,000,000 | |
Current portion of long-term debt | | | - | | | | 34,425 | |
Accounts payable | | | 2,903,862 | | | | 2,845,775 | |
Accrued expenses | | | 1,892,514 | | | | 2,627,183 | |
Retirement plan payable | | | 120,000 | | | | 118,333 | |
Accrued distributions | | | 975,288 | | | | 1,605,726 | |
Deferred revenue | | | 4,217,048 | | | | 5,124,508 | |
Total current liabilities | | | 13,108,712 | | | | 14,355,950 | |
| | | | | | | | | |
Stockholders' equity: | | | | | | | | |
Common stock, no par value, 500,000 shares authorized, 226,790 issued and outstanding | | | 45,358 | | | | 45,358 | |
Retained earnings | | | 39,286,016 | | | | 33,004,968 | |
Accumulated other comprehensive loss | | | (334,151 | ) | | | (337,748 | ) |
| | | | 38,997,223 | | | | 32,712,578 | |
Equity in NWL International Sales Inc. | | | 5,958 | | | | 5,958 | |
Total stockholders' equity | | | 39,003,181 | | | | 32,718,536 | |
| | | $ | 52,111,893 | | | $ | 47,074,486 | |
See accompanying notes to combined financial statements.
Megatran Industries, Subsidiaries and Affiliate
Combined Statements of Operations and Comprehensive Income
For the Six Months Ended June 30, 2024 and 2023
| | | 2024 | | % | | 2023 | | % |
Net sales | | $ | 38,304,328 | | | | 100.0 | % | | $ | 35,802,393 | | | | 100.0 | % |
| | | | | | | | | | | | | | | | | |
Cost of goods sold (Schedule I) | | | 26,998,594 | | | | 70.5 | | | | 27,825,793 | | | | 77.7 | |
| | | | | | | | | | | | | | | | | |
Gross profit | | | 11,305,734 | | | | 29.5 | | | | 7,976,600 | | | | 22.3 | |
| | | | | | | | | | | | | | | | | |
Selling, general and administrative expenses (Schedule II) | | | 6,341,373 | | | | 16.6 | | | | 4,984,763 | | | | 13.9 | |
| | | | | | | | | | | | | | | | | |
Income from operations | | | 4,964,361 | | | | 12.9 | | | | 2,991,837 | | | | 8.4 | |
| | | | | | | | | | | | | | | | | |
Other, net (Schedule III) | | | (48,430 | ) | | | (0.1 | ) | | | 86,543 | | | | 0.2 | |
| | | | | | | | | | | | | | | | | |
Net income | | | 4,915,931 | | | | 12.8 | | | | 3,078,380 | | | | 8.6 | |
| | | | | | | | | | | | | | | | | |
Other comprehensive income (loss): Foreign currency translation adjustment | | | 43,471 | | | | 0.1 | | | | (9,123 | ) | | | - | |
| | | | | | | | | | | | | | | | | |
Comprehensive income | | $ | 4,959,402 | | | | 12.9 | % | | $ | 3,069,257 | | | | 8.6 | % |
See accompanying notes to combined financial statements.
Megatran Industries, Subsidiaries and Affiliate
Combined Statements of Changes in Stockholders' Equity
For the Six Months Ended June 30, 2024 and 2023
| | | Common Stock | | | Retained Earnings | | | Accumulated Other Comprehensive Loss | | | Equity in NWL International Sales Inc. | | | Total | |
| | | | | | | | | | | | | | | | | | | | | |
| Balance, January 1, 2023 | | $ | 45,358 | | | $ | 30,513,588 | | | $ | (328,625 | ) | | $ | 5,958 | | | $ | 30,236,279 | |
| | | | | | | | | | | | | | | | | | | | | |
Net income | | | - | | | | 2,491,380 | | | | - | | | | 587,000 | | | | 3,078,380 | |
| | | | | | | | | | | | | | | | | | | | | |
| Distributions to stockholders | | | - | | | | - | | | | - | | | | (587,000 | ) | | | (587,000 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Foreign currency translation adjustment | | | - | | | | - | | | | (9,123 | ) | | | - | | | | (9,123 | ) |
| | | | | | | | | | | | | | | | | | | | | |
Balance, June 30, 2023 | | $ | 45,358 | | | $ | 33,004,968 | | | $ | (337,748 | ) | | $ | 5,958 | | | $ | 32,718,536 | |
| | | | | | | | | | | | | | | | | | | | | |
Balance, January 1, 2024 | | $ | 45,358 | | | $ | 36,345,083 | | | $ | (377,622 | ) | | $ | 5,958 | | | $ | 36,018,777 | |
| | | | | | | | | | | | | | | | | | | | | |
Net income | | | - | | | | 4,265,931 | | | | - | | | | 650,000 | | | | 4,915,931 | |
| | | | | | | | | | | | | | | | | | | | | |
Distributions to stockholders | | | - | | | | (1,324,998 | ) | | | - | | | | (650,000 | ) | | | (1,974,998 | ) |
| | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment | | | - | | | | - | | | | 43,471 | | | | - | | | | 43,471 | |
| | | | | | | | | | | | | | | | | | | | | |
Balance, June 30, 2024 | | $ | 45,358 | | | $ | 39,286,016 | | | $ | (334,151 | ) | | $ | 5,958 | | | $ | 39,003,181 | |
See accompanying notes to combined financial statements.
Megatran Industries, Subsidiaries and Affiliate
Combined Statements of Cash Flows
For the Six Months Ended June 30, 2024 and 2023
| | | 2024 | | | 2023 | |
Cash flows from operating activities: | | | | | | | | |
Net income | | $ | 4,915,931 | | | $ | 3,078,380 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | |
Depreciation | | | 223,290 | | | | 209,277 | |
Amortization | | | 10,665 | | | | 10,665 | |
(Increase) decrease in assets: | | | | | | | | |
Accounts receivable | | | 1,346,904 | | | | (1,935,102 | ) |
Inventories | | | (2,600,660 | ) | | | (2,104,915 | ) |
Prepaid expenses and other current assets | | | (214,911 | ) | | | 372,972 | |
| Increase (decrease) in liabilities: | | | | | | | | |
Accounts payable | | | 881,989 | | | | 832,240 | |
Accrued expenses | | | (1,369,209 | ) | | | 497,968 | |
Retirement plan payable | | | (80 | ) | | | (131,667 | ) |
Deferred revenue | | | 4,386 | | | | (463,185 | ) |
Net cash provided by operating activities | | | 3,198,305 | | | | 366,633 | |
| | | | | | | | | |
Cash flows from investing activities: | | | | | | | | |
Purchase of property, plant and equipment | | | (1,036,359 | ) | | | (406,503 | ) |
Dividend received from investment in joint venture | | | 139,191 | | | | 138,263 | |
Net cash used in investing activities | | | (897,168 | ) | | | (268,240 | ) |
| | | | | | | | | |
Cash flows from financing activities: | | | | | | | | |
Borrowings (repayments) on line of credit | | | 1,000,000 | | | | (500,000 | ) |
Repayments of long-term debt | | | - | | | | (33,118 | ) |
Distributions to stockholders | | | (2,600,001 | ) | | | (614,749 | ) |
Net cash used in financing activities | | | (1,600,001 | ) | | | (1,147,867 | ) |
Foreign exchange impact on cash and cash equivalents | | | 43,471 | | | | (9,123 | ) |
| | | | | | | | | |
Net increase (decrease) in cash | | | 744,607 | | | | (1,058,597 | ) |
Cash, beginning of period | | | 1,800,846 | | | | 2,693,741 | |
Cash, end of period | | $ | 2,545,453 | | | $ | 1,635,144 | |
| | | | | | | | | |
Supplemental disclosure of cash flow information: | | | | | | | | |
Cash paid during the period for: | | | | | | | | |
Interest | | $ | 90,488 | | | $ | 76,884 | |
| | | | | | | | | |
Supplemental disclosure of noncash investing and financing activities: | | | | | | | | |
Change in accrued shareholder distributions | | $ | (625,003 | ) | | $ | (27,749 | ) |
See accompanying notes to combined financial statements.
Megatran Industries, Subsidiaries and Affiliate
Notes to Combined Financial Statements
Megatran Industries, Subsidiaries and Affiliate (the Company) includes Megatran Industries (Megatran), a holding company which owns 100% of the common stock of NWL, Inc. (NWL) Hunter Industries, Inc. (Hunter) and BUED (NWL Europe). NWL is a manufacturer of power supplies and transformers for sale to a variety of industries in the United States and internationally. Hunter holds real estate which is leased to NWL. The Company has manufacturing facilities in Bordentown and Florence, New Jersey. NWL Europe is a manufacturer of transformers for sale to a variety of industries in Europe.
In January 2016, NWL International Sales Inc. (NWLIS) was incorporated. NWLIS is an Interest Charge Domestic International Sales Corporation (IC-DISC) that transacts certain international sales on behalf of NWL and receives commissions from NWL. The financial statements of the Company and NWLIS are combined because they are commonly-owned and controlled. The combined financial statements include the accounts of NWLIS despite Megatran having no direct ownership in NWLIS. The carrying amount of the assets included in the Company's combined balance sheets for NWLIS is
$5,958 for June 30, 2024 and 2023.
(2) | Summary of Significant Accounting Policies |
Principles of Combination
The combined financial statements include the accounts of Megatran, NWL, Hunter, NWLIS and NWL Europe. All significant intercompany transactions and balances have been eliminated in combination.
Accounts Receivable and Allowance for Credit Losses
Trade accounts receivable are stated at the amount the Company expects to collect. The Company maintains allowances for credit losses for estimated losses resulting from the inability of its customers to make required payments. Management evaluates its historical loss experience and applies this historical loss ratio to financial assets with similar characteristics. The Company's historical loss ratio or its determination of risk pools may be adjusted for changes in customer, economic, market or other circumstances. Significant past due balances over 90 days and other higher risk amounts are reviewed individually for collectability based on the following customer specific factors: customer credit-worthiness, past transaction history with the customer, current economic industry trends, and changes in customer payment terms. If the financial condition of the Company's customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. Based on management's assessment, the Company provides for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. Accounts receivable, net of allowance for credit losses was $21,383,043 and
$16,925,825 as of January 1, 2024 and 2023, respectively.
Megatran Industries, Subsidiaries and Affiliate
Notes to Combined Financial Statements
(2) | Summary of Significant Accounting Policies, Continued |
Concentrations of Risk
Financial instruments that potentially subject the Company to concentrations of risk consist primarily of cash and accounts receivable. The Company maintains its cash with national financial institutions, and, at times, such balances may exceed the FDIC insurance limit. At June 30, 2024, the Company had $3,264,118 of cash in excess of FDIC insured limits.
One customer accounts for approximately 47% of the Company's accounts receivable at June 30, 2024 and one customer accounted for approximately 35% of sales for the six months ended June 30, 2024.
Inventories
Inventories are valued at the lower of cost (first in, first out basis) or net realizable value.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost. Depreciation is calculated based on estimated useful lives of the assets using the straight line method. Maintenance, repairs and betterments are charged to operations as incurred. Renewals and betterments that extend the estimated useful lives of the assets are capitalized.
Revenue Recognition
Revenue is measured based on consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of goods sold. Revenue from performance obligations satisfied at a point in time consists of sales of power supplies, transformers, and capacitors. These goods and services are sold primarily to governmental entities and manufacturers. Deferred revenue includes amounts that customers pay prior to the shipment of products. Deferred revenue was $4,212,662 and $5,587,693 as of January 1, 2024 and 2023, respectively.
Megatran Industries, Subsidiaries and Affiliate
Notes to Combined Financial Statements
(2) | Summary of Significant Accounting Policies, Continued |
Revenue Recognition, Continued
The Company's principal terms of sale are FOB shipping point and FOB destination and the Company transfers control and records revenue for product sales either upon shipment or delivery to the customer, respectively. The payment terms and conditions in customer contracts vary from 30-90 days from transfer of control. The Company does not have any significant financing components as payment is received at or shortly after the point of sale. Variable consideration, including return and warranty activity, is immaterial to revenue and results of operations.
Investment in Joint Venture
The Company accounts for its investment in joint venture using the equity method (see Note 7).
Goodwill
Goodwill represents the excess of costs over fair value of net assets of businesses acquired. The Company applies the guidance in Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2014-18, Accounting for Identifiable Intangible Assets in a Business Combination, which allows entities who meet the definition of a private company to subsume many of the types of customer-related intangible assets that they would otherwise recognize separately into goodwill. This accounting alternative will be applied to any future business combination transactions. As a result of the application of ASU 2014-18, the Company is also required to apply the guidance in FASB ASU 2014-02, Intangibles - Goodwill and Other, which allows the amortization of all existing and new goodwill. Under ASU 2014-02, goodwill is amortized on a straight-line basis over ten years, or less than ten years, if the entity demonstrates that a shorter useful life is more appropriate. In addition, entities are required to test goodwill for impairment only upon the occurrence of a triggering event and, upon adoption of the accounting alternative, an entity must make an accounting policy election to test goodwill for impairment at either the entity level or the reporting unit level. Management has elected to amortize goodwill over ten years and test for impairment at the reporting unit level, should triggering events occur. No triggering events were identified during the six months ended June 30, 2024 and 2023.
Investment in Insurance Captive
The Company participates in a group captive insurance program (Captive) for workers' compensation and general liability insurance. Members pay annual premiums, of which an amount may be refunded to a member depending on the member's individual claims, as well as the Captive's overall claims.
Megatran Industries, Subsidiaries and Affiliate
Notes to Combined Financial Statements
(2) | Summary of Significant Accounting Policies, Continued |
Warranty Reserve
The Company offers warranties on its products ranging from twelve to forty months depending on the product line. Warranty reserves are determined based on management's past experience for returns and warranty claims and are included in accrued expenses.
Research and Development
Research and development costs are expensed as incurred. Research and development expense from continuing operations was approximately $150,000 and $176,000 for the six months ended June 30, 2024 and 2023, respectively.
Variable Interest Entities
FASB Accounting Standards Codification (ASC) 810, Consolidation, provides guidance in determining when variable interest entities (VIE) should be consolidated in the financial statements of the primary beneficiary. If the Company is deemed to have a controlling financial interest as a result of having the power to direct the activities that most significantly impact the entity's economic performance, and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE, the VIE is to be consolidated within the financial statements of the Company. NWLIS has been determined to be a VIE of the Company as NWLIS is dependent on the commission revenue from NWL. Since all rights, obligations and the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are held by the owners of NWLIS and not by the Company, the Company has determined that it is not the primary beneficiary of NWLIS and therefore, NWLIS will be combined and not consolidated into the financial statements. The Company does not believe there is any exposure to loss as a result of transactions with NWLIS.
Income Taxes
Effective January 1, 2015, Megatran, NWL and Hunter elected to be taxed as S corporations under the provisions of the Internal Revenue Code. Under those provisions, the Company does not pay federal or state corporate income taxes because the Company's taxable income is passed through to the tax returns of the stockholders. Accordingly, no provision is made for federal or state income taxes. However, it is common for the Company to make distributions to the stockholders to pay the income taxes relating to the Company's income that is passed through to the stockholders' tax returns. Effective January 1, 2023, Megatran Industries, Inc. & Subsidiaries elected into the New Jersey Pass-Through Business Alternative Income Tax which will subject the Company to New Jersey state tax on New Jersey allocated income. The tax provision for New Jersey income tax for the six months ended June 30, 2024 and 2023 were deemed insignificant to the consolidated financial statements. Accordingly, no provision is made for federal or state income taxes.
Megatran Industries, Subsidiaries and Affiliate
Notes to Combined Financial Statements
(2) | Summary of Significant Accounting Policies, Continued |
Income Taxes, Continued
The stockholders of NWLIS have elected to treat NWLIS as an IC-DISC for federal income tax purposes. NWLIS does not pay federal or state corporate income taxes because NWLIS' taxable income is passed through to the tax returns of the stockholders. Accordingly, no provision is made for federal or state income taxes.
FASB ASC 740, Income Taxes, clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. FASB ASC 740 prescribes a more-likely-than-not recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken. In addition, FASB ASC 740 provides guidance on derecognition, classification and disclosure. In addition to its federal returns, the Company files income tax returns in New Jersey and North Carolina. The Company is no longer subject to federal, state, or local tax examinations by tax authorities for years before 2020. It is difficult to predict the timing and resolution of any particular uncertain tax position. Based on the Company's assessment of many factors, including past experience and complex judgments about future events, the Company does not currently anticipate significant changes in its tax positions over the next twelve months.
Foreign Currency Translation
Foreign currency translation adjustments are included in other comprehensive income and are reflected in accumulated other comprehensive loss in the accompanying combined balance sheets.
Use of Estimates
The preparation of the combined financial statements in accordance with accounting principles generally accepted in the United States of America 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 combined financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Subsequent Events
Management has evaluated subsequent events through July 30, 2024, the date on which the combined financial statements were available to be issued.
Megatran Industries, Subsidiaries and Affiliate
Notes to Combined Financial Statements
Inventories, net comprise the following at June 30:
| | | 2024 | | | 2023 | |
Raw material | | $ | 15,870,464 | | | $ | 13,167,500 | |
Work-in-process | | | 4,408,826 | | | | 4,929,349 | |
Finished goods | | | 2,250,662 | | | | 2,359,958 | |
| | | | 22,529,952 | | | | 20,456,807 | |
Reserve for obsolescence | | | (1,323,152 | ) | | | (850,965 | ) |
| | | $ | 21,206,800 | | | $ | 19,605,842 | |
(4) | Advances to Stockholders |
Advances to stockholders are unsecured, noninterest bearing advances. These advances do not have set repayment dates.
(5) | Property, Plant and Equipment, net |
Property, plant and equipment, net comprise the following at June 30:
| | | 2024 | | | 2023 | | | Estimated Useful Lives Years | |
Land | | $ | 303,348 | | | $ | 303,348 | | | | | | | |
Buildings and building improvements | | | 6,379,579 | | | | 6,192,207 | | | | 7 | - | 39 | |
Machinery and equipment | | | 8,562,164 | | | | 7,793,479 | | | | 7 | - | 10 | |
Solar equipment | | | 5,667,333 | | | | 5,667,333 | | | | 7 | - | 15 | |
Automobiles and trucks | | | 299,842 | | | | 306,332 | | | | | 5 | | |
Office equipment | | | 551,554 | | | | 551,554 | | | | 5 | - | 7 | |
Computer hardware and software | | | 585,606 | | | | 573,811 | | | | 3 | - | 5 | |
| Construction-in-progress | | | 330,625 | | | | - | | | | | | | |
| | | | 22,680,051 | | | | 21,388,064 | | | | | | | |
| Accumulated depreciation | | | (17,994,528 | ) | | | (17,593,120 | ) | | | | | | |
| | | $ | 4,685,523 | | | $ | 3,794,944 | | | | | | | |
Depreciation expense for the six months ended June 30, 2024 and 2023 was $223,290 and $209,277, respectively.
Megatran Industries, Subsidiaries and Affiliate
Notes to Combined Financial Statements
Goodwill, net comprises the following at June 30:
| | | 2024 | | | 2023 | |
CE Power Solutions | | $ | 1,109,989 | | | $ | 1,109,989 | |
BUED | | | 213,305 | | | | 213,305 | |
| | | | 1,323,294 | | | | 1,323,294 | |
Accumulated amortization | | | (1,163,899 | ) | | | (1,142,569 | ) |
| | | $ | 159,395 | | | $ | 180,725 | |
Amortization expense was $10,665 for the six months ended June 30, 2024 and 2023.
(7) | Investment in Joint Venture |
NWL owns 50% of NWL Pacific Inc. Co., LTD. (NWL Pacific) which is a joint venture in South Korea. The joint venture was established on May 12, 1998. The Company's reporting currency is the US dollar while the functional currency of the joint venture is the South Korean Won. The assets, liabilities and equity of the joint venture have been measured at the respective exchange rate as of December 31, 2023 and 2022. The income and expense accounts were remeasured at the average rates in effect during the six months ended June 30, 2024 and 2023 and were determined to be insignificant to the combined financial statements. Remeasurement adjustments are recognized in the year of occurrence and are included as a component of stockholder's equity. In addition, the Company's share of the joint venture's net income or loss is recognized in the year of occurrence.
The Company's investment in the foreign operation is summarized as follows:
| | | 2024 | | | 2023 | |
| Investment, January 1 | | $ | 2,118,612 | | | $ | 2,059,581 | |
| Company's share of dividends | | | (139,191 | ) | | | (138,263 | ) |
| Investment, June 30 | | $ | 1,979,421 | | | $ | 1,921,318 | |
Megatran Industries, Subsidiaries and Affiliate
Notes to Combined Financial Statements
(7) | Investment in Joint Venture, Continued |
Presented below are the summary balance sheets and summary of operations of the foreign operation based on the annual audited financial statements of NWL Pacific:
| | | 12/31/2023 | | | 12/31/2022 | |
| Assets: | | | | | | | | |
Current assets | | $ | 5,255,791 | | | $ | 6,668,330 | |
Noncurrent assets | | | 493,865 | | | | 540,698 | |
Total assets | | $ | 5,749,656 | | | $ | 7,209,028 | |
| | | | | | | | | |
| Liabilities and stockholders' equity: | | | | | | | | |
Current liabilities | | $ | 1,512,433 | | | $ | 3,089,865 | |
Equity | | | 4,237,223 | | | | 4,119,163 | |
Total liabilities and equity | | $ | 5,749,656 | | | $ | 7,209,028 | |
| | | | | | | | | |
| Operations: | | | | | | | | |
Sales | | $ | 8,299,324 | | | $ | 9,195,244 | |
Cost of sales | | | (5,540,671 | ) | | | (6,201,536 | ) |
Selling, general and administrative expenses | | | (1,813,830 | ) | | | (1,853,003 | ) |
Other expense | | | (83,609 | ) | | | (181,825 | ) |
Net income | | $ | 861,214 | | | $ | 958,880 | |
(8) | Related Party Transactions |
During the six months ended June 30, 2024 and 2023, the Company sold $596,791 and $709,992, respectively, of product to NWL Pacific. The Company has $488,346 and $860,690, respectively, included in accounts receivable from NWL Pacific at June 30, 2024 and 2023.
The Company has a $5,000,000 working line of credit with a commercial bank that expires in August 2024. The balance on the line of credit was $3,000,000 and $2,000,000 as of June 30, 2024 and 2023, respectively. Borrowings on the line of credit bear interest at the daily LIBOR rate plus 1.80% (7.11% at June 30, 2024). Up to $5,000,000 of the working line of credit may be used towards letters of credit. There are no outstanding letters of credit at June 30, 2024 and 2023. The line is collateralized by the assets of the Company.
Megatran Industries, Subsidiaries and Affiliate
Notes to Combined Financial Statements
Long-term debt comprises the following at June 30, 2023:
| Equipment loan, payable in monthly installments of$5,868 including interest at 5.63%. The loan is collateralized by the equipment and matures in November 2023. | | $ | 34,425 | |
| Current portion | | | (34,425 | ) |
| | | $ | - | |
NWL maintains a 401(k) plan to provide retirement benefits to its employees. Employee contributions are limited by Internal Revenue Service regulations. Total Company matching contributions and profit sharing contributions were $371,667 and $247,356 for the six months ended June 30, 2024 and 2023, respectively.
The Company maintains a self-insured program for all of its employees' health care costs. The Company is liable for paid claims up to $175,000 per participant, annually, unlimited for a covered person's lifetime, and aggregate claims up to $3,501,236 annually. The program has an insurance stop loss policy for claims in excess of $175,000 per participant and aggregate claims in excess of $3,501,236. The maximum reimbursement under the insurance stop loss policy is $1,000,000. Self- insurance costs are accrued based on the aggregate liability for reported claims and an estimated liability for claims incurred but not reported. The accrued liability under the self-insurance program as of June 30, 2024 and 2023 was approximately $177,000 and $719,000, respectively, and is included in accrued expenses on the accompanying combined balance sheets.
SUPPLEMENTARY INFORMATION
Schedule I
Megatran Industries, Subsidiaries and Affiliate
Supplementary Information
Combined Schedules of Cost of Goods Sold
For the Six Months Ended June 30, 2024 and 2023
| | | | | | | % of Net | | | | | | | % of Net | |
| | | 2024 | | | Sales | | | 2023 | | | Sales | |
Direct costs: | | | | | | | | | | | | | | | | |
Direct materials | | $ | 17,026,853 | | | | 44.5 | % | | $ | 17,791,796 | | | | 49.7 | % |
Direct labor | | | 4,105,750 | | | | 10.7 | | | | 4,318,959 | | | | 12.1 | |
| | | | 21,132,603 | | | | 55.2 | | | | 22,110,755 | | | | 61.8 | |
Indirect costs: | | | | | | | | | | | | | | | | |
Personnel: | | | | | | | | | | | | | | | | |
Wages | | | 1,892,168 | | | | 4.9 | | | | 1,738,473 | | | | 4.9 | |
Employee benefits | | | 1,053,333 | | | | 2.7 | | | | 1,053,383 | | | | 2.9 | |
Payroll taxes | | | 866,587 | | | | 2.3 | | | | 790,405 | | | | 2.2 | |
Recruitment | | | 70,505 | | | | 0.2 | | | | 75,934 | | | | 0.2 | |
| | | | 3,882,593 | | | | 10.1 | | | | 3,658,195 | | | | 10.2 | |
Manufacturing: | | | | | | | | | | | | | | | | |
Production supplies | | | 249,419 | | | | 0.7 | | | | 270,499 | | | | 0.8 | |
Sub-contract services | | | 107,812 | | | | 0.3 | | | | 219,400 | | | | 0.6 | |
Manufacturing - development | | | 78,426 | | | | 0.2 | | | | 81,850 | | | | 0.2 | |
Manufacturing - miscellaneous | | | 340,059 | | | | 0.9 | | | | 349,124 | | | | 1.0 | |
Small tools | | | 33,928 | | | | 0.1 | | | | 94,105 | | | | 0.3 | |
Quality control | | | 12,591 | | | | - | | | | 13,248 | | | | - | |
Overhead allocation, net | | | 29,299 | | | | 0.1 | | | | 18,150 | | | | 0.1 | |
| | | | 851,534 | | | | 2.3 | | | | 1,046,376 | | | | 3.0 | |
Facilities: | | | | | | | | | | | | | | | | |
Repairs and maintenance | | | 318,800 | | | | 0.8 | | | | 297,597 | | | | 0.8 | |
Depreciation | | | 189,192 | | | | 0.5 | | | | 175,020 | | | | 0.5 | |
Utilities | | | 154,695 | | | | 0.4 | | | | 133,340 | | | | 0.4 | |
Insurance | | | 329,183 | | | | 0.9 | | | | 269,193 | | | | 0.8 | |
Property and sales taxes | | | 139,994 | | | | 0.4 | | | | 135,317 | | | | 0.4 | |
| | | | 1,131,864 | | | | 3.0 | | | | 1,010,467 | | | | 2.9 | |
| | | | | | | | | | | | | | | | | |
Total indirect costs | | | 5,865,991 | | | | 15.4 | | | | 5,715,038 | | | | 16.1 | |
| | | | | | | | | | | | | | | | | |
Cost of goods sold | | $ | 26,998,594 | | | | 70.5 | % | | $ | 27,825,793 | | | | 77.7 | % |
See accompanying notes to combined financial statements.
Schedule II
Megatran Industries, Subsidiaries and Affiliate
Supplementary Information
Combined Schedules of Selling, General and Administrative Expenses
For the Six Months Ended June 30, 2024 and 2023
| | | | | | | % of Net | | | | | | | % of Net | |
| | | 2024 | | | Sales | | | 2023 | | | Sales | |
| | | | | | | | | | | | | | | | | |
Selling | | $ | 75,824 | | | | 0.2 | % | | $ | 34,622 | | | | 0.1 | % |
Service calls | | | 197,975 | | | | 0.5 | | | | 170,077 | | | | 0.5 | |
Travel | | | 16,365 | | | | - | | | | 46,379 | | | | 0.1 | |
Commissions | | | 77,139 | | | | 0.2 | | | | 56,792 | | | | 0.2 | |
Advertising and marketing | | | 4,681 | | | | - | | | | 10,469 | | | | - | |
Automobile | | | 1,549 | | | | - | | | | 489 | | | | - | |
Wages | | | 3,843,904 | | | | 10.0 | | | | 2,902,706 | | | | 8.1 | |
Employee benefits | | | 695,798 | | | | 1.8 | | | | 613,729 | | | | 1.7 | |
Employee welfare | | | 49,951 | | | | 0.1 | | | | 27,738 | | | | 0.1 | |
Employee education | | | 33,229 | | | | 0.1 | | | | 30,387 | | | | 0.1 | |
Retirement plan | | | 247,276 | | | | 0.6 | | | | 240,000 | | | | 0.7 | |
Depreciation | | | 34,098 | | | | 0.1 | | | | 34,257 | | | | 0.1 | |
Amortization | | | 10,665 | | | | - | | | | 10,665 | | | | - | |
Professional fees | | | 303,926 | | | | 0.8 | | | | 211,156 | | | | 0.6 | |
Engineering | | | 106,023 | | | | 0.3 | | | | 190,310 | | | | 0.5 | |
Lease expense | | | 10,850 | | | | - | | | | 10,342 | | | | - | |
Bad debt expense | | | 42,221 | | | | 0.1 | | | | - | | | | - | |
Miscellaneous | | | 195,635 | | | | 0.5 | | | | 107,457 | | | | 0.3 | |
Computer expenses | | | 196,045 | | | | 0.5 | | | | 122,985 | | | | 0.3 | |
Telephone | | | 30,823 | | | | 0.1 | | | | 26,840 | | | | 0.1 | |
Office expense | | | 15,987 | | | | - | | | | 30,962 | | | | 0.1 | |
Payroll service | | | 98,368 | | | | 0.3 | | | | 87,306 | | | | 0.2 | |
Taxes | | | 25,489 | | | | 0.1 | | | | 744 | | | | - | |
Bank charges | | | 27,552 | | | | 0.1 | | | | 18,351 | | | | 0.1 | |
| | | $ | 6,341,373 | | | | 16.6 | % | | $ | 4,984,763 | | | | 13.9 | % |
See accompanying notes to combined financial statements.
Schedule III
Megatran Industries, Subsidiaries and Affiliate
Supplementary Information
Combined Schedules of Other, Net
For the Six Months Ended June 30, 2024 and 2023
| | | 2024 | | | % of Net Sales | | | 2023 | | | % of Net Sales | |
| | | | | | | | | | | | | | | | | |
State income taxes | | $ | (58,055 | ) | | | (0.1 | ) | | $ | (3,086 | ) | | | - | |
Interest income (expense), net | | | 269 | | | | - | | | | (16,310 | ) | | | - | |
License fee income | | | 9,540 | | | | - | | | | 48,931 | | | | - | |
Miscellaneous income (loss) | | | (184 | ) | | | - | | | | 57,008 | | | | 0.2 | |
| | | $ | (48,430 | ) | | | (0.1 | )% | | $ | 86,543 | | | | 0.2 | % |
See accompanying notes to combined financial statements.
