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Exhibit 99.1

VP ACQUISITIONS HOLDINGS, INC.

FINANCIAL STATEMENTS AND

INDEPENDENT AUDITOR’S REPORT

December 31, 2010 and 2009


TABLE OF CONTENTS

 

Independent Auditor’s Report

     1   

Balance Sheets

     2   

Statements of Operations and Changes in Shareholders’ Equity

     3   

Statements of Cash Flows

     4   

Notes to Financial Statements

     6   


INDEPENDENT AUDITOR’S REPORT

To the Board of Directors

VP Acquisition Holdings, Inc.

Fort Collins, Colorado

We have audited the accompanying balance sheets of VP Acquisition Holdings, Inc. as of December 31, 2010 and 2009, and the related statements of operations and changes in shareholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of VP Acquisition Holdings, Inc. as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Sample & Bailey, CPAs, P.C.

November 2, 2011

Fort Collins, Colorado


VP ACQUISITION HOLDINGS, INC.

BALANCE SHEETS

December 31, 2010 and 2009

 

ASSETS   
     2010     2009  

Current assets:

    

Cash

   $ 3,880,175      $ 2,370,703   

Accounts receivable

     2,168,300        2,321,827   

Inventories

     2,345,342        2,258,097   

Prepaid expenses

     314,609        241,842   
  

 

 

   

 

 

 

Total current assets

     8,708,426        7,192,469   

Property and equipment, net of accumulated depreciation

     5,618,239        5,748,847   

Deferred tax asset

     1,333,675        2,413,676   

Intangible assets

     27,566,690        32,492,385   

Goodwill

     25,793,248        25,793,248   
  

 

 

   

 

 

 

Total assets

   $ 69,020,278      $ 73,640,625   
  

 

 

   

 

 

 
LIABILITIES   

Current liabilities:

    

Accounts payable

   $ 377,167      $ 439,779   

Accrued payroll

     1,262,651        244,313   

Other accrued liabilities

     394,844        367,954   

Long-term debt, current portion

     119,000        3,390,881   
  

 

 

   

 

 

 

Total current liabilities

     2,153,662        4,442,927   

Long-term debt, net of current portion

     29,935,014        29,537,808   
  

 

 

   

 

 

 

Total liabilities

     32,088,676        33,980,735   
  

 

 

   

 

 

 
SHAREHOLDERS’ EQUITY   

Common stock, par value $.001 per share; authorized 1,000,000 shares; issued 36,040 shares

     45,050,000        45,050,000   

Additional paid in capital

     250,000        250,000   

Additional paid in capital — stock option plan

     909,012        738,748   

(Accumulated deficit)

     (9,277,410     (6,378,858
  

 

 

   

 

 

 

Total shareholders’ equity

     36,931,602        39,659,890   
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity

   $ 69,020,278      $ 73,640,625   
  

 

 

   

 

 

 

See accompanying notes to financial statements

 

2


VP ACQUISITION HOLDINGS, INC.

STATEMENTS OF OPERATIONS AND CHANGES IN SHAREHOLDERS’ EQUITY

For the years ended December 31, 2010 and 2009

 

     2010     2009  

Sales

   $ 26,391,498      $ 22,533,712   

Cost of goods sold

     6,597,630        5,924,244   
  

 

 

   

 

 

 

Gross profit

     19,793,868        16,609,468   

General and administrative expenses

     7,558,738        6,761,308   

Amortization of intangible assets

     5,496,231        5,451,360   
  

 

 

   

 

 

 

Income from operations

     6,738,899        4,396,800   
  

 

 

   

 

 

 

Other expense (income):

    

Interest expense

     3,575,795        3,699,873   

(Gain) loss on disposal of assets

     (8,247     18,672   

Other income

     (10,097     —     
  

 

 

   

 

 

 

Total other expense

     3,557,451        3,718,545   
  

 

 

   

 

 

 

Net income before income taxes

     3,181,448        678,255   

Income tax expense

     1,080,000        260,000   
  

 

 

   

 

 

 

Net income

     2,101,448        418,255   
  

 

 

   

 

 

 

Shareholders’ equity at beginning of year

     39,659,890        39,260,255   
  

 

 

   

 

 

 

Compensation cost — stock option plan

     170,264        475,117   

Purchase of stock options — former employees

     —          (493,737
  

 

 

   

 

 

 

Net change related to stock options

     170,264        (18,620
  

 

 

   

 

 

 

Dividends

     (5,000,000     —     
  

 

 

   

 

 

 

Shareholders’ equity at end of year

   $ 36,931,602      $ 39,659,890   
  

 

 

   

 

 

 

See accompanying notes to financial statements

 

3


VP ACQUISITION HOLDINGS, INC.

STATEMENTS OF CASH FLOWS

For the years ended

December 31, 2010 and 2009


VP ACQUISITION HOLDINGS, INC.

STATEMENTS OF CASH FLOWS

For the years ended December 31, 2010 and 2009

 

     2010     2009  

Cash flows from operating activities:

    

Net income

   $ 2,101,448      $ 418,255   
  

 

 

   

 

 

 

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     6,866,780        6,718,226   

(Gain) loss on disposal of assets

     (8,247     18,672   

Compensation cost — stock option plan

     170,264        475,117   

Provision for deferred income tax expense

     1,080,000        253,724   

Changes in operating assets and liabilities:

    

Accounts receivable

     153,527        (70,586

Inventories

     (87,245     117,561   

Prepaid expenses

     (72,767     (6,148

Accounts payable

     (62,612     (16,090

Accrued payroll

     1,018,338        (656,410

Other accrued liabilities

     26,890        (31,558

Accrual of payment in-kind interest

     516,205        502,736   
  

 

 

   

 

 

 

Total adjustments

     9,601,133        7,305,244   
  

 

 

   

 

 

 

Net cash provided by operating activities

     11,702,581        7,723,499   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Payments for the purchase of property

     (1,610,540     (1,015,412

Payments for the purchase of intangibles and inventory

     (205,689     (266,156

Proceeds from the sale of property

     14,000        275   
  

 

 

   

 

 

 

Net cash (used) by investing activities

     (1,802,229     (1,281,293
  

 

 

   

 

 

 

See accompanying notes to financial statements

 

4


VP ACQUISITION HOLDINGS, INC.

STATEMENTS OF CASH FLOWS

For the years ended December 31, 2010 and 2009

continued

 

     2010     2009  

Cash flows from financing activities:

    

Principal payments on long-term debt

   $ (3,390,880   $ (5,503,796

Dividends

     (5,000,000     —     

Purchase of stock options — former employees

     —          (493,737
  

 

 

   

 

 

 

Net cash (used) by financing activities

     (8,390,880     (5,997,533
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

     1,509,472        444,673   

Cash and cash equivalents at beginning of year

     2,370,703        1,926,030   
  

 

 

   

 

 

 

Cash and cash equivalents at end of year

   $ 3,880,175      $ 2,370,703   
  

 

 

   

 

 

 

Supplemental disclosure of cash flow information:

    

Cash paid for interest — primarily to related parties

   $ 3,057,188      $ 3,192,871   
  

 

 

   

 

 

 

Cash paid for income taxes

   $ 15,000      $ 10,836   
  

 

 

   

 

 

 

See accompanying notes to financial statements

 

5


VP ACQUISITION HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – COMPANY OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Company Operations

VP Acquisition Holdings, Inc. is a Delaware Corporation formed in 2005 to acquire 100% of the outstanding stock of Value Plastics, Inc.; the acquisition was completed effective October 14, 2005. VP Acquisition Holdings, Inc. (the Company) designs, manufactures, and sells a variety of plastic connectors for low-pressure fluid management applications. These products are purchased by a broad spectrum of customers, most notably, the pneumatic control, laboratory instrumentation and medical device industries. The Company’s products are sold throughout the world. The Company does business as Value Plastics, Inc.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

For financial reporting purposes, the Company considers all investments with maturities of three months or less to be cash and cash equivalents.

Accounts Receivable

Unpaid amounts from customers are reported as accounts receivable. The Company evaluates an allowance for doubtful accounts based upon factors relating to the age of the receivable, customer relations, historic collection results, and judgment by the Company as to the expected collectability of the receivable. The Company generally does not record an allowance for doubtful accounts because of its historic collection results.

The Company records receivables at the amount invoiced to customers denominated in U.S. dollars. The Company does not obtain collateral for its accounts receivable. The Company does not hold any receivables for sale. Interest is not assessed on outstanding receivables.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined by a method which approximates the first-in, first-out method. Inventory includes costs of labor and manufacturing overhead.

 

6


VP ACQUISITION HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

 

NOTE 1 – COMPANY OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Property and Equipment

Property and equipment is recorded at cost and depreciated using the straight-line basis over estimated useful lives of five to seven years. Leasehold improvements are depreciated over the life of the property lease (12 years).

Advertising

The Company expenses advertising as incurred. For the years ended December 31, 2010 and 2009, the Company incurred approximately $304,000 and $271,000 in advertising expense, respectively.

Research and Development

Research and development costs are expensed as incurred. The Company incurred approximately $673,000 and $627,000 in research and development costs for the years ended December 31, 2010 and 2009, respectively.

Income Taxes

The Company is taxed as a “C” Corporation. Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates as of the date of enactment.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

 

7


VP ACQUISITION HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

 

NOTE 1 – COMPANY OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Income Taxes (continued)

 

Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statement of income.

The Company’s corporate income tax reporting process began in 2005. All years of the Company’s income tax reporting (since inception in 2005) are open to federal or state examination.

Stock Incentive Plan

The Company established a stock incentive plan in 2005, and accounts for the Plan using the fair value based method.

Dividends are paid to participants in the incentive plan based upon their ratio of vested options to total shares outstanding (including shares represented by the vested options). Payments to participants attributable to vested options are reflected as dividends in the accompanying financial statements.

Reclassification

Certain accounts from the 2009 financial statements have been reclassified to enhance comparability with the 2010 financial statements.

 

8


VP ACQUISITION HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

 

NOTE 2 – INTANGIBLE ASSETS AND GOODWILL

The Company’s intangible assets and goodwill primarily originate from the business combination that took place in 2005 when the Company was formed.

Intangible assets consisted of the following as of December 31:

 

     2010      2009  

Amortizing Intangible Assets

     

Cost

     

Patents and patent technology

   $ 1,168,950       $ 639,063   

Customer relationships

     51,975,777         51,975,777   

Loan fees

     1,125,000         1,125,000   
  

 

 

    

 

 

 
     54,269,727         53,739,840   
  

 

 

    

 

 

 

Accumulated amortization

     

Patents and patent technology

     194,644         155,644   

Customer relationships

     27,115,369         21,860,221   

Loan fees

     863,672         661,590   
  

 

 

    

 

 

 
     28,173,685         22,677,455   
  

 

 

    

 

 

 

Net book value

     

Patents and patent technology

     974,306         483,419   

Customer relationships

     24,860,408         30,115,556   

Loan fees

     261,328         463,410   
  

 

 

    

 

 

 
     26,096,042         31,062,385   

Non Amortizing Intangible Assets

     

Trademark and tradename

     1,470,648         1,430,000   
  

 

 

    

 

 

 

Net identifiable intangible assets

   $ 27,566,690       $ 32,492,385   
  

 

 

    

 

 

 

Goodwill

   $ 25,793,248       $ 25,793,248   
  

 

 

    

 

 

 

The customer relationship intangible asset is amortized using the straight-line method over the estimated economic life of the asset of approximately 10 years. During 2007, the Company completed a small acquisition and the customer relationships acquired in that transaction are amortized over five years.

 

9


VP ACQUISITION HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

 

NOTE 2 – INTANGIBLE ASSETS AND GOODWILL (continued)

 

Loan fees are amortized over the life of the loans, and patents are amortized over 17 years.

Amortization expense related to the acquired intangible assets was approximately $5,496,000 and $5,451,000 for the years ended December 31, 2010 and 2009, respectively.

Future estimated amortization expense related to amortizable identifiable intangible assets is as follows for the years ending December 31:

 

2011

   $ 5,425,625   

2012

     5,410,675   

2013

     5,270,173   

2014

     5,236,308   

2015

     4,141,760   

Thereafter

     611,501   
  

 

 

 
   $ 26,096,042   
  

 

 

 

The goodwill (cost $25,793,248), trademark, and trade name intangible assets are not amortized as they are considered assets with indefinite lives. These assets are subject to impairment analysis which the Company performs on an annual basis.

NOTE 3 – INVENTORIES

Inventories consisted of the following at December 31:

 

     2010      2009  

Raw materials

   $ 236,723       $ 211,796   

Work-in-process

     90,788         133,223   

Finished goods

     2,017,831         1,913,078   
  

 

 

    

 

 

 
   $ 2,345,342       $ 2,258,097   
  

 

 

    

 

 

 

 

10


VP ACQUISITION HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

 

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 31:

 

     2010     2009  

Work in process — product molds

   $ 4,337,525      $ 4,028,289   

Machinery and equipment

     3,111,947        2,890,720   

Office furniture, equipment, and vehicles

     1,865,634        1,686,544   

Leasehold improvements

     1,102,492        988,899   

Work in process — tooling

     427,171        160,217   
  

 

 

   

 

 

 
     10,844,769        9,754,669   

Less accumulated depreciation

     (5,226,530     (4,005,822
  

 

 

   

 

 

 
   $ 5,618,239      $ 5,748,847   
  

 

 

   

 

 

 

Depreciation expense was approximately $1,371,000 and $1,267,000 for the years ended December 31, 2010 and 2009, respectively.

NOTE 5 – LONG-TERM DEBT

Long-term debt (due to an owner entity of the Company, American Capital Strategies, Ltd.) consisted of the following at December 31:

 

     2010      2009  

Senior secured Term B notes, quarterly principal payments of $29,750 to $1,029,750 with all unpaid principal and interest due October 2012. Monthly payments of interest at LIBOR plus 4.5% (4.76% and 4.74% at December 31, 2010 and 2009, respectively). The notes contain certain restrictive covenants and penalty for early payment.

   $ 9,503,885       $ 9,622,886   

Senior subordinated notes, monthly payments of interest at 14%. All unpaid principal and interest due October 2013. The notes contain certain restrictive covenants and penalty for early payment. Balance includes paid in-kind interest of 2%.

     10,003,838         9,803,193   

Junior subordinated notes, monthly payments of interest at 15%. All unpaid principal and interest due October 2014. The notes contain certain restrictive covenants and penalty for early payment. Balance includes paid in-kind interest of 3%.

     10,546,291         10,230,731   

 

11


VP ACQUISITION HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

 

NOTE 5 – LONG-TERM DEBT (continued)

 

     2010     2009  

Senior secured Term A notes, quarterly principal payments from $318,750 to $850,000, with all unpaid principal and interest due October 2011. Monthly payments of interest at LIBOR plus 4% (4.26% and 4.24% at December 31, 2010 and 2009, respectively). The notes contain certain restrictive covenants.

   $ —        $ 3,271,879   
  

 

 

   

 

 

 
     30,054,014        32,928,689   

Less current portion

     (119,000     (3,390,881
  

 

 

   

 

 

 
   $ 29,935,014      $ 29,537,808   
  

 

 

   

 

 

 

The secured and subordinated notes require prepayment in certain instances, including the Company attaining certain cash flow benchmarks. Effectively, all of the assets of the Company and its outstanding stock are collateral for the loans.

Paid-in-kind interest represents interest expense which increases the principal balance of the underlying note, rather than being paid in cash.

The Company also has a revolving facility line of credit for $5,000,000, which expires October 2011. Monthly payment requirements are interest at a variable rate based upon LIBOR plus 4.0%. As of December 31, 2010 and 2009, there were no draws on this line of credit.

Future minimum principal payments on long-term debt are as follows for the years ending December 31:

 

2011

   $ 119,000   

2012

     9,384,885   

2013

     10,003,838   

2014

     10,546,291   
  

 

 

 
   $ 30,054,014   
  

 

 

 

 

12


VP ACQUISITION HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

 

NOTE 6 – STOCK OPTION PLAN

The Company has established a stock incentive plan. Under this plan, nontransferable options to purchase the Company’s common stock may be granted to eligible employees, officers or board members as determined by the Board of Directors. Options granted under this plan vest over a four-year period (25% after a one-year period from award date, the remaining 75% in 36 monthly installments). The plan limits the maximum number of shares of common stock that may be delivered pursuant to awards granted under this plan to 4,505 shares. The options have a ten year term. No option may be granted to any person who owns more than 10% of the total outstanding stock of the Company.

On October 14, 2005, the Company granted options for a total of 2,251 shares at an exercise price of $1,250 per share to certain key executives of the Company. In 2007, the Company granted an additional option for 360 shares of stock at an exercise price of $1,543. In 2009, the Company granted additional options for 1,398 shares of stock at an exercise price of $1,989.

The Company has adopted the fair value based method to account for its stock option plan. Compensation expense is measured at the grant date based on the value of the award and is recognized over the service period, which is the vesting period. The fair value of the stock options is estimated on the grant date using the Black-Scholes Option-pricing model, based on the medical equipment industry volatility of 24%, zero dividend rate, risk-free interest rate of 4.6% and expected lives of the options of five years. The fair value of the options granted in 2005, 2007 and 2009 was estimated to be approximately $867,000, $163,000, and $681,000, respectively, based on these factors. Total stock based compensation expense was approximately $170,000 and $475,000 for the years ended December 31, 2010 and 2009, respectively.

 

13


VP ACQUISITION HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

 

NOTE 6 – STOCK OPTION PLAN (continued)

 

Shares attributable to the stock incentive plan are summarized as follows for the years ended December 31:

 

     2010      2009  

Outstanding at beginning of year

     3,289         2,611   

Granted

     —           1,398   

Exercised

     —           (630

Forfeited

     —           (90
  

 

 

    

 

 

 

Outstanding at end of year

     3,289         3,289   
  

 

 

    

 

 

 

Exercisable at end of year

     2,226         1,786   
  

 

 

    

 

 

 

Weighted average exercise price per share of options exercisable at year end

   $ 1,396       $ 1,292   
  

 

 

    

 

 

 

Weighted average exercise price per share

   $ 1,555       $ 1,555   
  

 

 

    

 

 

 

NOTE 7 – INCOME TAXES

Deferred income taxes result from temporary differences between the recognition of expenses for financial statements and income tax returns of the Company. The primary components of the Company’s deferred tax assets as of December 31, 2010 and 2009, respectively, are described below.

 

     2010      2009  

Deferred tax assets:

     

Inventory

   $ 85,108       $ 88,086   

Employee compensation

     409,477         327,210   

Other liabilities

     58,851         —     

Net operating loss carryforward

     2,028,992         2,882,942   
  

 

 

    

 

 

 

Total deferred tax assets

     2,582,428         3,298,238   
  

 

 

    

 

 

 

Deferred tax liabilities:

     

Long-term assets

     1,248,753         884,562   
  

 

 

    

 

 

 

Total deferred tax liabilities

     1,248,753         884,562   
  

 

 

    

 

 

 

Net deferred tax asset

   $ 1,333,675       $ 2,413,676   
  

 

 

    

 

 

 

 

14


VP ACQUISITION HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

 

NOTE 7 – INCOME TAXES (continued)

 

Provision for income tax expense consisted of the following for the years ended December 31:

 

     2010     2009  

Current:

    

Federal

   $ —        $ 6,276   

State

     —          —     
  

 

 

   

 

 

 
     —          6,276   
  

 

 

   

 

 

 

Deferred:

    

Federal

     993,000        237,000   

State

     87,000        16,724   
  

 

 

   

 

 

 
     1,080,000        253,724   
  

 

 

   

 

 

 

Total tax expense

   $ 1,080,000      $ 260,000   
  

 

 

   

 

 

 

Reconciliation of rates:

    

Statutory federal income tax rate

     34.0     34.0

State income taxes, net of federal benefit

     3.0     3.0

Permanent differences

     -3.0     1.3
  

 

 

   

 

 

 

Effective income tax rate

     34.0     38.3
  

 

 

   

 

 

 

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which net operating losses and reversal of timing differences may offset taxable income. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income, management believes it is more likely than not that the Company will realize the benefits of the net operating losses and future tax deductions.

The Company’s net operating loss carryforward for income tax reporting was approximately $5,400,000 at December 31, 2010. The net operating losses begin to expire in the year 2025 for federal and Colorado reporting purposes.

 

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VP ACQUISITION HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

 

NOTE 7 – INCOME TAXES (continued)

 

The Company is subject to income taxes in the State of Colorado. In 2010, the State of Colorado determined that utilization of corporate net operating loss deductions will be limited to $250,000 annually for the years 2011-2014. The State of Colorado will extend the expiration date of the net operating loss for each year that the deferral is effective.

The State of Colorado net operating loss limitation does not impact the Company’s deferred income taxes as of December 31, 2010, but may require cash tax payments in 2011 – 2014 that would have been deferred.

NOTE 8 – RETIREMENT PLAN

The Company has adopted a 401(k) retirement plan for its employees. The plan covers all employees who are at least 21 years of age. The Company’s contribution is based on matching 50% of the first 3% of employee salary. The Company’s contributions for the years ended December 31, 2010 and 2009, were approximately $93,000 and $83,000 respectively.

NOTE 9 – RELATED PARTY TRANSACTIONS

The Company is primarily owned by American Capital Strategies, Ltd. and its affiliates (ACS). ACS is an investment company and owns all or part of numerous companies. Because of the existence of the control capability of ACS, the operating results and financial position of the Company could be significantly different than if the Company were autonomous.

During 2008, the Company entered into a management agreement with ACS that it will pay ACS $450,000 of management fees annually and certain investment banking fees as incurred. The agreement will continue for as long as ACS has an investment in the Company’s debt or equity securities.

For the years ended December 31, 2010 and 2009, the Company incurred approximately $500,000 in administrative and management fee expense to ACS. The Company incurred approximately $25,000 of bank and line of credit fees with ACS for each of the years ended December 31, 2010 and 2009.

The Company is financed primarily by ACS (see NOTE 5). Virtually all of the interest expense incurred and paid by the Company for the years ended December 31, 2010 and 2009, is attributable to the obligations due to ACS.

 

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VP ACQUISITION HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

 

NOTE 10 – OPERATING LEASE COMMITMENTS

The Company entered into a 12-year lease in 2005 for its facility. The lease requires monthly payments of $39,839 with scheduled increases every two years; the Company recognizes rent expense on the straight-line basis over the term of the lease. In addition, the Company is responsible for property taxes, maintenance, insurance and operating costs of the facility. The lease matures October 2017, although the term may be extended for up to 15 years at the option of the Company.

Total future minimum rental payments under the facility lease are as follows for the years ending December 31:

 

2011

   $ 463,514   

2012

     478,068   

2013

     482,051   

2014

     497,184   

2015

     501,329   

Thereafter

     926,435   
  

 

 

 
   $ 3,348,581   
  

 

 

 

Total rent expense applicable to the facility lease was approximately $470,000 for each of the years ended December 31, 2010 and 2009.

NOTE 11 – SUBSEQUENT EVENTS

On August 26, 2011 the Company was acquired by Nordson Corporation for approximately $258,000,000 in cash. In connection with this transaction, all outstanding long-term debt of the Company was extinguished. The Company has evaluated subsequent events through November 2, 2011, the date the audited financial statements were issued.

 

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