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Exhibit 99.1

Independent Auditors’ Report

Board of Directors

Spitfire Control, Inc.

Crystal Lake, Illinois

We have audited the accompanying consolidated balance sheets of Spitfire Control, Inc. as of December 31, 2011 and 2010 and the related consolidated statements of operations, stockholders’ 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Spitfire Control, Inc. at December 31, 2011 and 2010, 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/ BDO USA, LLP

August 13, 2012


SPITFIRE CONTROL, INC.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2011 and 2010

 

ASSETS   
     2011     2010  

Current Assets

    

Cash

   $ 580,710      $ 924,621   

Marketable securities

     16,460        17,270   

Accounts receivable, net

     4,675,404        5,774,586   

Inventories

     4,931,789        3,767,142   

Other current assets

     202,766        178,880   
  

 

 

   

 

 

 

Total current assets

     10,407,129        10,662,499   
  

 

 

   

 

 

 

Property and equipment, net

     1,012,752        1,157,293   
  

 

 

   

 

 

 

Non-current assets

    

Patent, net

     800,012        933,344   

Other non-current assets

     165,523        222,085   
  

 

 

   

 

 

 

Total non-current assets

     965,535        1,155,429   
  

 

 

   

 

 

 

Total assets

   $ 12,385,416      $ 12,975,221   
  

 

 

   

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)   

Current liabilities

    

Line of credit

   $ —        $ 1,500,000   

Accounts payable

     15,319,766        10,706,512   

Accrued expenses

     457,110        278,841   
  

 

 

   

 

 

 

Total current liabilities

     15,776,876        12,485,353   

Non-current liabilities

    

Other non-current liabilities

     431,161        371,235   
  

 

 

   

 

 

 

Total liabilities

     16,208,037        12,856,588   
  

 

 

   

 

 

 

Stockholders’ Equity (Deficit)

    

Total Spitfire Control, Inc. Equity

     (258,214     1,615,340   

Noncontrolling interests in variable interest entities

     (3,564,407     (1,496,707
  

 

 

   

 

 

 

Total stockholders’ equity (deficit)

     (3,822,621     118,633   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 12,385,416      $ 12,975,221   
  

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

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SPITFIRE CONTROL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2011 and 2010

 

     2011     2010  

Revenue

   $ 47,060,668      $ 54,902,495   

Cost of goods sold

     43,139,045        45,934,436   
  

 

 

   

 

 

 

Gross profit

     3,921,623        8,968,059   

Operating expenses

     7,515,579        8,395,712   
  

 

 

   

 

 

 

Operating (loss) income

     (3,593,956     572,347   
  

 

 

   

 

 

 

Other income (expense)

    

Interest income

     4,568        14,887   

Interest expense

     (61,613     (40,879

Other income

     80,929        12,747   
  

 

 

   

 

 

 

Total other income (expense)

     23,884        (13,245
  

 

 

   

 

 

 

(Loss) income before income taxes

     (3,570,072     559,102   

Income taxes

     49,538        60,367   
  

 

 

   

 

 

 

Net (loss) income

     (3,619,610     498,735   

Net loss attributable to noncontrolling interests

     (2,067,700     (1,170,919
  

 

 

   

 

 

 

Net (loss) income attributable to Spitfire Control, Inc.

   $ (1,551,910   $ 1,669,654   
  

 

 

   

 

 

 

Comprehensive Income (Loss)

    

Net (loss) income

   $ (3,619,610   $ 498,735   

Unrealized loss on available for sale securities

     (14,061     (13,251

Foreign currency translation adjustment

     (38,747     12,220   
  

 

 

   

 

 

 

Comprehensive (loss) income

     (3,672,418     497,704   

Comprehensive loss attributable to noncontrolling interests

     (2,067,700     (1,170,919
  

 

 

   

 

 

 

Comprehensive (loss) income attributable to Spitfire Control, Inc.

   $ (1,604,718   $ 1,668,623   
  

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

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SPITFIRE CONTROL, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

 

    Common Stock     Retained
Earnings
    Accumulated
Other
Comprehensive
Income
    Loan to
Shareholder
    Noncontrolling
Interest
    Total Equity  

Balances, January 1, 2010

  $ 1,000      $ 744,642      $ (19,961   $ (351,464   $ (325,788   $ 48,429   

2010 net income (loss)

    —          1,669,654        —          —          (1,170,919     498,735   

Unrealized gains on marketable securities

    —          —          (13,251     —          —          (13,251

Accumulated translation adjustment

    —          —          12,220        —          —          12,220   

Distributions

    —          (427,500     —          —          —          (427,500
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balances, December 31, 2010

    1,000        1,986,796        (20,992     (351,464     (1,496,707     118,633   

2011 net income (loss)

    —          (1,551,910     —          —          (2,067,700     (3,619,610

Unrealized gains on marketable securities

    —          —          (14,061     —          —          (14,061

Accumulated translation adjustment

    —          —          (38,747     —          —          (38,747

Repayments of shareholder loan

    —          —          —          351,464        —          351,464   

Distributions

    —          (620,300     —          —          —          (620,300
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balances, December 31, 2011

  $ 1,000      $ (185,414   $ (73,800   $ —        $ (3,564,407   $ (3,822,621
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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SPITFIRE CONTROL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2011 and 2010

 

     2011     2010  

Cash flow from operating activities

    

Net (loss) income

   $ (3,619,610   $ 498,735   

Adjustments to reconcile net (loss) income to net cash flows from operating activities

    

Depreciation and amortization

     489,358        361,845   

Gain on disposal of property and equipment

     —          (164

Changes in assets and liabilities

    

Accounts receivable

     1,099,182        (367,090

Inventories

     (1,164,647     1,389,051   

Other current assets

     9,787        (36,186

Accounts payable

     4,613,254        421,218   

Accrued expenses

     178,269        (109,765

Other non-current liabilities

     59,926        132,313   
  

 

 

   

 

 

 

Net cash flows from operating activities

     1,665,519        2,289,957   
  

 

 

   

 

 

 

Cash flows from investing activities

    

Capital expenditures

     (235,041     (1,887,084

Proceeds from the sale of equipment

     —          54,789   
  

 

 

   

 

 

 

Net cash flows from investing activities

     (235,041     (1,832,295
  

 

 

   

 

 

 

Cash flows from financing activities

    

Net (repayments) advances from line of credit

     (1,500,000     500,000   

Payments received on note receivable - stockholders

     351,464        —     

Distributions to stockholders

     (620,300     (427,500
  

 

 

   

 

 

 

Net cash flows from financing activities

     (1,768,836     72,500   
  

 

 

   

 

 

 

Effect of exchange rate changes on cash

     (5,553     (1,015
  

 

 

   

 

 

 

Net changes in cash and cash equivalents

     (343,911     529,147   

Cash and cash equivalents - beginning of year

     924,621        395,474   
  

 

 

   

 

 

 

Cash and cash equivalents - end of year

   $ 580,710      $ 924,621   
  

 

 

   

 

 

 

Supplemental cash flow information:

    

Cash paid for interest

   $ 61,613      $ 40,879   

Cash paid for income taxes

     49,538        60,367   

See accompanying notes to consolidated financial statements.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

Note A

Summary of Significant Accounting Policies

Nature of Operations

Spitfire Control, Inc. (“Spitfire”) is an Illinois corporation that designs and engineers controls for appliances used by its customers in the manufacturing process. Customers are primarily located in the US and Canada.

The principal shareholder of Spitfire Control, Inc. also owns a majority share of High Point, LLC (“High Point”). High Point, doing business as Spitfire International, is an Illinois limited liability company that owns 92% of Sherbet Investments, Limited, which owns 100% of Spitfire Control (Cayman) Co Ltd. High Point also owns 99.99% of DAC (as hereafter defined).

Digital Appliance Controls de Mexico, S.A. de C.V. (“DAC”) is a Mexican corporation that provides manufacturing services to Spitfire Consolidated (as hereafter defined) under a maquilladora agreement. All materials, finished goods, and equipment used and produced by DAC are provided by Spitfire Consolidated and remain property of Spitfire Consolidated at all times.

Sherbet Investments, Limited. (“Sherbet”) is a holding company and is owned 92% by High Point and 8% by an individual.

Spitfire Control (Cayman) Co Ltd. (“Cayman”) is a holding company that owns 100% of the stock in Spitfire Control (Vietnam) Co Ltd.

Spitfire Control (Vietnam) Co Ltd. (“SPV”) is a Vietnamese corporation that manufactures goods to be sold and distributed by Spitfire.

Principles of Consolidation

The consolidated financial statements for the VIEs include the accounts of, High Point, DAC, Cayman, and SPV (collectively “Spitfire International”) and Spitfire (Spitfire and Spitfire International are referred to collectively as “Spitfire Consolidated”).

Spitfire Consolidated follows accounting principles generally accepted in the United States of America (“US GAAP”) for consolidation of related companies, which provides a framework for identifying variable interest entities (“VIEs”) and determining when a reporting company should include the assets, liabilities, noncontrolling interests and results of activities of a VIE in its consolidated financial statements.

 

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A VIE must be consolidated if the reporting enterprise has both (a) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. Spitfire has identified High Point, DAC, SPV and Cayman to be VIEs of which Spitfire is the primary beneficiary and therefore their accounts have been included in these consolidated financial statements.

The following VIE disclosures aggregate all of the Spitfire Consolidated’s VIEs because separate reporting would not provide more useful information regarding whether or not to aggregate similar VIEs is based on quantitative and qualitative information regarding the risk and reward characteristics and significance of each VIE to Spitfire Consolidated.

The classification and carrying amounts of the variable interest entities’ assets and liabilities that have been consolidated in Spitfire International’s financial statements are as follows:

 

     2011      2010  

Assets

     

Cash and cash equivalents

   $ 74,768       $ 287,525   

Accounts receivable

     7,962         22,932   

Intercompany receivables (a)

     1,213,200         933,208   

Inventories

     3,008,016         3,921,342   

Other current assets

     115,451         60,634   

Property and equipment, net

     998,169         1,130,286   

Other non-current assets

     79,685         —     

Intercompany notes receivable (a)

     5,445,364         6,070,686   
  

 

 

    

 

 

 

Total assets

   $ 10,942,615       $ 12,426,613   
  

 

 

    

 

 

 

Liabilities

     

Accounts payable

   $ 2,665,583       $ 836,346   

Intercompany payables (a)

     9,654,976         8,094,472   

Accrued expenses

     230,820         211,013   

Investment in subsidiary (a)

     124,667         1,336,997   

Intercompany notes payable (a)

     5,445,364         5,445,364   

Other non-current liabilities

     601,902         371,235   
  

 

 

    

 

 

 

Total liabilities

   $ 18,723,312       $ 16,295,427   
  

 

 

    

 

 

 

(a) - These amounts eliminate in the consolidation process.

 

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Foreign Currency Translation

The U.S. dollar is the functional currency for Spitfire, High Point, Cayman, and SPV. The functional currency of DAC in Mexico is its local currency. Substantially all intercompany transactions are conducted in U.S. dollars.

Fair Value of Financial Instruments

The accounting standards regarding fair value of financial instruments and related fair value measurements define financial instruments, define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurements, and require enhanced disclosures regarding fair value measures.

The fair value hierarchy levels which prioritize observable and unobservable inputs are:

Level 1: Quoted prices in active markets that are accessible at the measurement date for assets or liabilities

Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data

Level 3: Unobservable inputs that are used when little or no market data is available

Spitfire Consolidated’s short-term financial instruments consist of the following: cash and cash equivalents, accounts receivable, accounts payable and accrued expenses. The carrying values of these short-term financial instruments approximate their estimated fair values based on the instruments’ short-term nature.

Marketable securities are carried at fair value based on quoted market prices. Marketable securities consist of publicly traded equity securities with readily determinable fair values and have therefore been valued at fair values using Level 1 input. These securities are classified as available-for-sale securities, and therefore adjustments to market value are recorded as a separate component of equity. Realized gains and losses upon disposition are determined using the specific identification method.

For the fiscal years ended December 31, 2011 and 2010, there have been no changes in the application of valuation methods applied to similar assets and liabilities.

Revenue Recognition

Spitfire Consolidated recognizes revenue when the customer takes ownership, generally upon product shipment, and assumes risk of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists and the sales price is fixed or determinable.

 

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Cash and Cash Equivalents

Spitfire Consolidated defines cash equivalents as highly liquid, short-term investments with a maturity at the date of acquisition of three months or less. Cash equivalents consist of depository accounts with financial institutions at December 31, 2011 and 2010.

Spitfire Consolidated maintains cash balances primarily with one bank. Cash balances in the United States are in non-interest bearing accounts and therefore are 100% insured by the Federal Deposit Insurance Corporation (“FDIC”). Additionally, Spitfire Consolidated has cash accounts for its various foreign sales offices located in countries outside the US which are not insured. These deposits, valued in US dollars, are approximately $70,000 and $238,000 at December 31, 2011 and 2010, respectively. Management does not believe a risk of loss exists related to these concentrations.

Accounts Receivable

Spitfire Consolidated reviews customers’ credit history before extending unsecured credit and believes credit risk on accounts receivable is minimized as a result of the nature of Spitfire Consolidated’s customer base. Invoices are due 30 to 60 days after presentation. Spitfire Consolidated does not accrue interest on past due accounts receivable. Accounts receivable over 90 days are considered past due. Receivables are written off only after all collection attempts have failed and are based on individual credit evaluation and specific circumstances of the customer. Accounts receivable are shown net of an allowance for doubtful accounts of approximately $9,790 and $154,036 at December 31, 2011 and 2010, respectively.

Shipping and Handling Costs

Shipping and handling costs charged to customers have been included in revenues. Shipping and handling costs incurred by Spitfire Consolidated of approximately $197,000 in 2011, compared to $152,000 in 2010, have been included in cost of goods sold.

Inventories

Spitfire Consolidated’s inventories consist of raw materials and finished goods. Inventories are stated at the lower of cost or market value; cost is determined by the first-in, first-out method. Cost includes materials, labor, and manufacturing overhead related to the production of inventories. Inventory reserves are calculated based on future usage and/or management’s best estimate.

Property and Equipment

Property and equipment are stated at cost. Provisions for depreciation and amortization of property and equipment are computed using straight-line methods over the estimated useful lives of the assets. The lives of the assets are the approximate tax lives and are depreciated over 3 to 7 years, depending on asset type. When assets are retired or otherwise disposed of, their costs and related accumulated depreciation are removed from the accounts and resulting gains or losses are included in income. For income tax reporting purposes, depreciation is calculated using applicable accelerated methods.

 

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Expenditures for maintenance, repairs and minor renewals are charged to expense when incurred.

Patent

The patent is amortized on a straight-line basis over a period of fifteen years.

Impairment of Long-Lived Assets

Spitfire Consolidated reviews long-lived assets, including property and equipment, the patent and accrued development, for impairment whenever events or changes in business circumstances indicate that the carrying amount of these assets may not be fully recoverable. An impairment loss would be recognized when the estimated future undiscounted cash flows from the use of the asset are less than the carrying amount of that asset.

Research and Development Costs

Research and development costs are charged to operations when incurred.

Income Taxes

In 2010, Spitfire, with the consent of its stockholder, elected under the Internal Revenue Code to be an S corporation effective January 1, 2009. Approval for this status was granted by the IRS in 2010. Spitfire has therefore been treated as an S corporation in the consolidated financial statements.

In lieu of corporate income taxes, the stockholders of an S Corporation are taxed on their proportionate share of corporation’s taxable income. Therefore, no provision or liability for federal income taxes has been included in these consolidated financial statements related to Spitfire Consolidated’s activity. Spitfire is subject to certain state income taxes and federal income taxes for 2008, which is an open audit year, when Spitfire was structured as a C Corporation. Spitfire believes it has recorded the appropriate provisions for these taxes.

High Point has not provided U.S. deferred taxes for a significant portion of undistributed earnings of the Spitfire Consolidated’s foreign subsidiaries. Spitfire Consolidated’s intent is to keep unrepatriated funds indefinitely reinvested outside of the United States and current plans do not demonstrate a need to repatriate to fund U.S. operations. It is not practicable to estimate the amount of additional taxes that may be payable upon distribution.

Accounting for Uncertainty in Income Taxes

The tax effects from an uncertain tax position can be recognized in the financial statements if the position is more likely than not to be sustained on audit based on the technical merits of the position. Spitfire Consolidated recognizes the financial statement benefit of a tax position only

 

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after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized, upon ultimate settlement with the relevant tax authority. When applicable, interest and penalties are calculated based on guidance from the relevant tax authority and recorded in the consolidated financial statements. At December 31, 2011 and 2010 there were no uncertain tax positions recorded in the consolidated financial statements.

Foreign Currency Translation

Spitfire Consolidated’s consolidated entities are located in Mexico, Cayman Islands, and Vietnam. The functional currency of DAC in Mexico is the local currency. Accordingly, assets and liabilities of DAC are translated from the foreign currency into U.S. dollars at the exchange rates in effect at the balance sheet date while income and expenses are translated at the weighted-average exchange rates for the year. Adjustments resulting from the translation of DAC’s financial statements are classified as a separate component of equity. The functional currency of SPV in Vietnam and Cayman in the Cayman Islands is the U.S. Dollar.

Gains and losses for all transactions denominated in a currency other than the functional currency are recognized in the period incurred and included in operating expenses on the accompanying consolidated statements of operations. Foreign currency gains and losses for 2011 and 2010 were not significant.

Estimates

The preparation of consolidated financial statements in conformity with US GAAP 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 and consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

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Concentrations

One customer accounted for approximately 75% and 76% of net sales during 2011 and 2010, respectively. Amounts due from this customer represented approximately 79% and 70% of accounts receivable as of December 31, 2011 and 2010, respectively. Another customer accounted for approximately 20% and 23% of revenues during 2011 and 2010, respectively. Amounts due from this customer represented approximately 11% and 12% of accounts receivable as of December 31, 2011 and 2010, respectively.

One vendor accounted for approximately 79% and 84% of purchases during 2011 and 2010, respectively. No other single vendor comprised greater than 10% of purchases. Amounts due to this vendor represented approximately 93% and 97% of accounts payable as of December 31, 2011 and 2010, respectively.

Subsequent Events

Subsequent events were evaluated through August 13, 2012, the date the consolidated financial statements were available to be issued.

Note B

Inventories

Inventories consisted of the following at December 31:

 

     2011     2010  

Raw materials

   $ 3,124,310      $ 1,911,995   

Finished goods

     2,854,783        2,700,508   
  

 

 

   

 

 

 
     5,979,093        4,612,503   

Less reserves

     (1,047,304     (845,361
  

 

 

   

 

 

 

Total inventories, net

   $ 4,931,789      $ 3,767,142   
  

 

 

   

 

 

 

 

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Note C

Property and Equipment

The major categories of property and equipment are summarized as follows at December 31:

 

     2011      2010  

Machinery and equipment

   $ 2,524,491       $ 2,380,253   

Furniture and fixtures

     158,789         225,919   

Leasehold improvements

     100,846         113,855   
  

 

 

    

 

 

 

Total property and equipment

     2,784,126         2,720,027   

Less accumulated depreciation and amortization

     1,771,374         1,562,734   
  

 

 

    

 

 

 

Net property and equipment

   $ 1,012,752       $ 1,157,293   
  

 

 

    

 

 

 

Depreciation expense was $489,360 and $361,845 for the years ended December 31, 2011 and 2010, respectively.

Note D

Patent

The patent consisted of the following at December 31:

 

     2011      2010  

Patent

   $ 2,000,000       $ 2,000,000   

Less accumulated amortization

     1,199,988         1,066,656   
  

 

 

    

 

 

 

Patent, net

   $ 800,012       $ 933,344   
  

 

 

    

 

 

 

 

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For the years ended December 31, 2011 and 2010, amortization of the patent amounted to $133,332 each year. Estimated amortization expense of the patent for each of the next five years and thereafter are:

 

Year

   Amortization  

2012

   $ 133,332   

2013

     133,332   

2014

     133,332   

2015

     133,332   

2016

     133,332   

Thereafter

     133,352   
  

 

 

 

Total

   $ 800,012   
  

 

 

 

Note E

Income taxes

Income tax expense (benefit) was as follows for the years ended December 31, 2011 and 2010:

 

     2011     2010  

U.S federal

   $ —        $ 8,629   

U.S state

     (12,114     34,000   

Foreign

     61,652        17,738   
  

 

 

   

 

 

 
   $ 49,538      $ 60,367   
  

 

 

   

 

 

 

For the years ended December 31, 2011 and 2010, income taxes included state income taxes due in states for which Spitfire maintained a C-Corporation status and taxes relating to Spitfire Consolidated’s foreign operations.

Note F

Line-of-Credit

Spitfire Consolidated has a $2,000,000 operating line-of-credit with a bank, collateralized by substantially all assets of Spitfire Consolidated. The bank, in its sole discretion, has the right to disallow additional advances on the line-of-credit at any time. In the event the bank disallows future advances, the outstanding line-of-credit balance must be paid by Spitfire Consolidated in 48 consecutive monthly principal payments, plus interest and fees. Interest is payable monthly at the Wall Street Journal Prime Rate (3.25% at December 31, 2011 and 2010, respectively). Outstanding borrowings on the line-of-credit were $0 and $1,500,000 at December 31, 2011 and 2010, respectively. The line-of-credit was terminated December 31, 2011.

 

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Note G

Employee Benefit Plan, Seniority Premiums and Termination Benefits

Spitfire Consolidated has a 401(k) profit sharing plan that covers substantially all nonunion employees who meet certain eligibility requirements. Participants may contribute amounts in accordance with Internal Revenue Code regulations. Spitfire Consolidated contributes 3% of employee salary regardless of employee participation after the employee has one year of service. Participants are immediately 100% vested in the 3% contribution. Spitfire Consolidated may, at its discretion, make additional profit sharing contributions to the plan. Participants vest in Company profit sharing contributions over a six-year vesting schedule. Spitfire Consolidated made contributions of approximately $83,700 and $78,600 for the years ended December 31, 2011 and 2010, respectively.

DAC is required to accrue for seniority premiums and termination benefits. The cost obligations and other elements of seniority premiums and termination benefits for reasons other than restructuring have been determined based on computations prepared by independent actuaries at December 31, 2011 and 2010, and are included in other non-current liabilities in the consolidated balance sheets. DAC’s liability for these benefits was $363,869 and $325,194 as of December 31, 2011 and 2011, respectively.

Note H

Operating Leases

Spitfire Consolidated conducts its operations from facilities in Carpentersville, Illinois, Crystal Lake, Illinois, Springfield, Tennessee and Austin, Texas, which are leased from both nonrelated and related parties. Spitfire Consolidated’s Carpentersville facility lease with a related party expires in October 2014, but contains two five-year renewal options. Spitfire Consolidated has two leases for properties in Crystal Lake with one expiring in April 2013 and the other in May 2013. The Springfield facility lease is currently on a month-to month arrangement and the Austin facility lease expired in May 2012. Spitfire Consolidated did not renew the Austin facility lease.

DAC leases facilities in Mexico for administrative and assembly operations under a lease agreement, settled in US dollars, expiring August 2012. Spitfire Consolidated anticipates renewing the lease under a two year renewal option.

SPV leases a facility in Vietnam for its operations under a lease expiring July 2015.

 

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Total future minimum rental payments for each of the next four years and in the aggregate are:

 

Year

   Total      Related Party      Non-related
Parties
 

2012

   $ 269,297       $ 84,263       $ 185,034   

2013

     231,898         86,791         145,107   

2014

     196,338         74,125         122,213   

2015

     122,213         —           122,213   
  

 

 

    

 

 

    

 

 

 

Total

   $ 819,746       $ 245,179       $ 574,567   
  

 

 

    

 

 

    

 

 

 

Non-related party rent expense, including real estate taxes, was approximately $571,755 and $600,666 for the years ended December 31, 2011 and 2010, respectively. Related party rent expense, including real estate taxes, was approximately $94,298 and $91,281 for the years ended December 31, 2011 and 2010, respectively.

Note I

Related Party Transactions

Spitfire Consolidated leases its main office and plant from a building partnership that is jointly owned by five employees of Spitfire Consolidated. These employees are not members of Spitfire Consolidated’s board of directors or executive officers. Total rent expense paid on these leases was $94,298 and $91,281 for the years ended December 31, 2011 and 2010, respectively.

Loans to employees are included in other current assets and are due on demand with interest at short-term applicable federal rates. The balance of these loans outstanding was $87,316 and $78,306 at December 31, 2011 and 2010, respectively. Total advances on these loans were $11,849 and $51,290. Total repayments by employees on these loans were $2,839 and $8,938 for the years ended December 31, 2011 and 2010, respectively.

Loan to shareholder is a component of equity and is due on demand with interest at short-term applicable federal rates. Total repayments by the shareholder on the loan were $351,464 and $0 for the years ended December 31, 2011 and 2010, respectively.

Note J

Subsequent Event

On May 31, 2012, pursuant to a purchase agreement, SigmaTron International, Inc. (“SigmaTron”) purchased substantially all of the assets of Spitfire Consolidated for a purchase price of: (i) the satisfaction and release of the account payable of approximately $16 million owed by Spitfire Consolidated to SigmaTron; (ii) future payments, which are based upon the annual post-closing performance of the business during each of SigmaTron’s fiscal years 2013 through 2019; and (iii) at Spitfire Consolidated’s direction, the issuance to Gregory Jay Ramsey, President, of Spitfire Consolidated of 50,000 shares of restricted common stock of the SigmaTron, 12,500 of which vest upon the closing of the transaction and 12,500 of which will vest on each of the first, second and third anniversaries of the closing of the transaction.

 

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