Attached files
Exhibit 99.5
GENERAL MONITORS IRELAND LIMITED
FINANCIAL REPORT
(Unaudited)
September 30, 2010
GENERAL MONITORS IRELAND LIMITED
CONDENSED STATEMENT OF INCOME
(In thousands)
Unaudited
Nine Months
Ended September 30 |
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2010 | 2009 | |||||||
Net sales |
| 12,477 | | 11,836 | ||||
Other income |
11 | 17 | ||||||
12,488 | 11,853 | |||||||
Costs and expenses |
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Cost of products sold |
6,186 | 5,877 | ||||||
Selling, general and administrative |
3,223 | 2,602 | ||||||
Research and development |
1,243 | 1,197 | ||||||
Interest |
7 | 5 | ||||||
Currency exchange losses (gains) |
16 | (15 | ) | |||||
10,675 | 9,666 | |||||||
Income before income taxes |
1,813 | 2,187 | ||||||
Provision for income taxes |
109 | 241 | ||||||
Net income |
1,704 | 1,946 | ||||||
See notes to condensed financial statements.
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GENERAL MONITORS IRELAND LIMITED
CONDENSED BALANCE SHEET
(In thousands, except share amounts)
Unaudited
September 30 2010 |
December 31 2009 |
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Assets |
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Current assets |
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Cash and cash equivalents |
| 1,989 | | 3,487 | ||||
Trade receivables, less allowance for doubtful accounts of 162 and 162 |
2,809 | 1,343 | ||||||
Inventories |
1,841 | 1,604 | ||||||
Prepaid expenses and other current assets |
171 | 140 | ||||||
Total current assets |
6,810 | 6,574 | ||||||
Property, less accumulated depreciation of 3,746 and 3,437 |
1,853 | 1,958 | ||||||
Total assets |
8,663 | 8,532 | ||||||
Liabilities |
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Current liabilities |
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Accounts payable |
| 1,107 | | 404 | ||||
Accrued expenses and other current liabilities |
841 | 787 | ||||||
Total current liabilities |
1,948 | 1,191 | ||||||
Shareholders Equity |
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Common stock authorized 375,000 shares of 1 par value; issued 320,000 shares |
320 | 320 | ||||||
Retained earnings |
6,395 | 7,021 | ||||||
Total shareholders equity |
6,715 | 7,341 | ||||||
Total liabilities and equity |
8,663 | 8,532 | ||||||
See notes to condensed financial statements.
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GENERAL MONITORS IRELAND LIMITED
CONDENSED STATEMENT OF CASH FLOWS
(In thousands)
Unaudited
Nine Months Ended September 30 |
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2010 | 2009 | |||||||
Operating Activities |
||||||||
Net income |
| 1,704 | | 1,946 | ||||
Depreciation |
309 | 355 | ||||||
Other, net |
(31 | ) | (4 | ) | ||||
Operating cash flow before changes in working capital |
1,982 | 2,297 | ||||||
Trade receivables |
(1,466 | ) | 519 | |||||
Inventories |
(237 | ) | 468 | |||||
Accounts payable and accrued liabilities |
757 | (756 | ) | |||||
(Increase) decrease in working capital |
(946 | ) | 231 | |||||
Cash flow from operating activities |
1,036 | 2,528 | ||||||
Investing Activities |
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Property additions |
(204 | ) | (654 | ) | ||||
Cash flow from investing activities |
(204 | ) | (654 | ) | ||||
Financing Activities |
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Cash dividends paid |
(2,330 | ) | (1,776 | ) | ||||
Cash flow from financing activities |
(2,330 | ) | (1,776 | ) | ||||
(Decrease) increase in cash and cash equivalents |
(1,498 | ) | 98 | |||||
Beginning cash and cash equivalents |
3,487 | 2,704 | ||||||
Ending cash and cash equivalents |
1,989 | 2,802 | ||||||
See notes to condensed financial statements.
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GENERAL MONITORS IRELAND LIMITED
NOTES TO CONDENSED FINANCIAL STATEMENTS
Unaudited
(1) Basis of Presentation
The condensed financial statements of General Monitors Ireland Limited (the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly, they do not include certain information and disclosures required for comprehensive financial statements.
The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. The other information in these financial statements is unaudited; however, we believe that all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of these interim periods have been included. The results for interim periods are not necessarily indicative of the results to be expected for the full year.
(2) Inventories
(In thousands) |
September 30 2010 |
December 31 2009 |
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Finished products |
| 326 | | 380 | ||||
Work in process |
510 | 242 | ||||||
Raw materials and supplies |
1,005 | 982 | ||||||
Total inventories |
1,841 | 1,604 | ||||||
(3) Derivative Financial Instruments
The Company enters into certain derivative foreign currency forward contracts that do not meet the GAAP criteria for hedge accounting, but which have the impact of partially offsetting certain foreign currency exposures. These forward contracts are accounted for on a full mark-to-market basis and the related gains or losses are reported in currency exchange gains or losses. At September 30, 2010, the notional amount of open forward contracts was 0.4 million and the unrealized gain on these contracts was insignificant. All open forward contracts will mature during the fourth quarter of 2010.
The fair values of assets and liabilities associated with derivative financial instruments at September 30, 2010 and December 31, 2009 were insignificant. We estimate the fair value of these financial instruments using valuation models with inputs that generally can be verified by observable market conditions and do not involve significant management judgment. Accordingly, the fair values of these financial instruments are classified within Level 2 of the fair value hierarchy.
Gains and losses on foreign exchange contracts are reported in currency exchange gains or losses and were insignificant for the nine month periods ended September 30, 2010 and 2009.
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(4) Related-party Transactions
The Company transacts business with General Monitors, Inc. (GMI) and General Monitors Transnational, LLC and Subsidiaries (GMT) which are affiliated through certain common ownership and management. The Company provides product components and finished products for resale. In addition, GMT provides the company with certain administrative, new product development and marketing and sales promotion services.
Related-party transactions for the nine months ended September 30, 2010 and 2009 were as follows:
(In thousands) |
2010 | 2009 | ||||||
Sales to affiliates (included in net sales) |
| 818 | | 486 | ||||
Cost of goods sold to affiliates (included in cost of products sold) |
649 | 404 | ||||||
Purchases from affiliates* |
1,680 | 1,525 | ||||||
Servicing fees from affiliates (included in SG&A and R&D expenses) |
1,947 | 1,761 |
* | Purchases from affiliates are generally charged to inventories and ultimately reported in cost of products sold. |
Related-party balances at September 30, 2010 and December 31, 2009 were as follows:
(In thousands) |
September 30 2010 |
December 31 2009 |
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Net due to affiliates |
| 343 | | 39 |
(5) Contingencies
The company provides performance bonds that are supported by bank guarantees. The bank guarantees are secured by fixed and floating charges on certain assets of the company.
(6) Statement of Changes in Shareholders Equity
(In thousands) |
Common Stock |
Retained Earnings |
Total | |||||||||
Balance at December 31, 2009 |
| 320 | | 7,021 | | 7,341 | ||||||
Net income |
| 1,704 | 1,704 | |||||||||
Dividends paid |
| (2,330 | ) | (2,330 | ) | |||||||
Balance at September 30, 2010 |
320 | 6,395 | 6,715 | |||||||||
Balance at December 31, 2008 |
| 320 | | 6,555 | | 6,875 | ||||||
Net income |
| 1,946 | 1,946 | |||||||||
Dividends paid |
| (1,776 | ) | (1,776 | ) | |||||||
Balance at September 30, 2009 |
320 | 6,725 | 7,045 | |||||||||
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(7) Recently Adopted and Recently Issued Accounting Standards
In May 2009, and as updated in February 2010, the FASB issued a statement that establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, the statement sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The adoption of the new statement on June 30, 2009 had no impact on the financial statements.
In June 2009, the FASB issued a new accounting pronouncement which revises the approach to determine the primary beneficiary of a variable interest entity (VIE) and requires more frequent reassessment of whether a VIE must be Consolidated. This accounting pronouncement is effective for the Company beginning in 2010. The adoption of the new standard had no impact on the financial statements.
In October 2009, the FASB issued a new accounting pronouncement which changes the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a consolidated unit. This accounting pronouncement requires significantly expanded disclosures related to a vendors multiple deliverable revenue arrangements and is effective for the Company beginning in 2011. The Company is currently evaluating the impact of this pronouncement.
(8) Subsequent Events
On October 13, 2010, the shareholders of the Company sold all of their ownership interest to Mine Safety Appliances Company (MSA) for approximately 34.9 million in cash. Approximately 4.8 million of the cash consideration paid by MSA is held in an escrow account to cover potential unrecorded liabilities as of the closing date. Escrow amounts not disbursed to pay unrecorded liabilities will be released to the appropriate members and minority interest shareholders approximately 24 months after the transaction date. As of October 13, 2010, the Company is a wholly-owned subsidiary of MSA.
Management has evaluated subsequent events through December 23, 2010, the date the financial statements were issued, and has concluded that all events that would require recognition or disclosure are appropriately reflected in the financial statements.
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