Exhibit 99.1

 

Rotex Global, LLC

 

Accountants’ Report and Consolidated Financial Statements

 

December 31, 2010

 



 

Rotex Global, LLC

December 31, 2010

 

Contents

 

 

 

Independent Accountants’ Report

1

 

 

Consolidated Financial Statements

 

 

 

Balance Sheet

2

 

 

Statement of Income and Comprehensive Income

4

 

 

Statement of Member’s Equity

5

 

 

Statement of Cash Flows

6

 

 

Notes to Financial Statements

7

 



 

Independent Accountants’ Report

 

The Member and Board of Directors

Rotex Global, LLC

Cincinnati, Ohio

 

We have audited the accompanying consolidated balance sheet of Rotex Global, LLC (a wholly owned subsidiary of Rotex Holdings, LLC) as of December 31, 2010 and the related consolidated statements of income and comprehensive income, member’s equity and cash flows for the year 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 audit.

 

We conducted our audit 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 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 audit provides 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 Rotex Global, LLC as of December 31, 2010 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

 

/s/ BKD, LLP

Cincinnati, Ohio

November 2, 2011

 



 

Rotex Global, LLC

Consolidated Balance Sheet

December 31, 2010

 

Assets

 

Current Assets

 

 

 

Cash and cash equivalents

 

$

8,953,297

 

Accounts receivable, net of $110,000 allowance

 

11,135,034

 

Inventories

 

7,510,482

 

Prepaid expenses

 

385,786

 

 

 

 

 

Total current assets

 

27,984,599

 

 

 

 

 

Property and Equipment, at Cost

 

 

 

Land

 

801,975

 

Buildings and improvements

 

3,291,983

 

Machinery and equipment

 

3,693,127

 

Furniture and fixtures

 

3,170,551

 

 

 

 

 

 

 

10,957,636

 

Less accumulated depreciation

 

(3,865,541

)

 

 

 

 

 

 

7,092,095

 

Other Assets

 

 

 

Goodwill

 

5,167,748

 

Trademarks and other intangible assets, net

 

41,828,204

 

Loan costs and other assets, net

 

469,580

 

 

 

 

 

 

 

47,465,532

 

 

 

 

 

 

 

$

82,542,226

 

 

See Notes to Consolidated Financial Statements

 

2



 

Rotex Global, LLC

Consolidated Balance Sheet (continued)

December 31, 2010

 

Liabilities and Members’ Equity

 

Current Liabilities

 

 

 

Accounts payable

 

$

3,404,596

 

Accrued wages and commissions

 

7,155,844

 

Accrued taxes

 

583,327

 

Current portion of deferred compensation

 

949,010

 

Current maturities of long-term debt, net

 

1,140,880

 

Current retirement contributions

 

503,347

 

 

 

 

 

Total current liabilities

 

13,737,004

 

 

 

 

 

Non-Current Liabilities

 

 

 

Long-term debt, net

 

15,751,502

 

Subordinated notes payable, net

 

19,200,000

 

Accrued pension and other postretirement costs

 

2,149,723

 

Deferred compensation

 

1,086,215

 

 

 

 

 

Total non-current liabilities

 

38,187,440

 

 

 

 

 

Equity

 

 

 

Members’ equity

 

33,096,068

 

Accumulated other comprehensive loss

 

(2,478,286

)

 

 

 

 

Total equity

 

30,617,782

 

 

 

 

 

 

 

$

82,542,226

 

 

See Notes to Consolidated Financial Statements

 

3



 

Rotex Global, LLC

Consolidated Statement of Income and Comprehensive Income

Year Ended December 31, 2010

 

Net Sales

 

$

76,011,542

 

 

 

 

 

Cost of Goods Sold

 

43,190,919

 

 

 

 

 

Gross Profit

 

32,820,623

 

 

 

 

 

Operating Expenses

 

 

 

Selling

 

9,927,925

 

Administrative

 

5,563,167

 

Amortization

 

1,745,507

 

Engineering, research and development

 

1,271,662

 

 

 

 

 

 

 

18,508,261

 

 

 

 

 

Operating Income

 

14,312,362

 

 

 

 

 

Other Income (Expense)

 

 

 

Other

 

134,682

 

Interest income

 

1,240

 

Interest expense - related parties

 

(4,263,440

)

Management fees - related party

 

(400,000

)

 

 

 

 

 

 

(4,527,518

)

 

 

 

 

Income Before Income Taxes

 

9,784,844

 

 

 

 

 

Provision for Income Taxes

 

944,243

 

 

 

 

 

Net Income

 

8,840,601

 

 

 

 

 

Other Comprehensive Income

 

 

 

Change in defined benefit pension plan loss

 

(69,997

)

Change in fair value of interest rate collar agreement

 

360,292

 

Change in fair value of forward exchange contracts

 

32,071

 

Foreign currency translation adjustments

 

(207,321

)

 

 

 

 

 

 

115,045

 

 

 

 

 

Comprehensive Income

 

$

8,955,646

 

 

See Notes to Consolidated Financial Statements

 

4


 


 

Rotex Global, LLC

Consolidated Statement of Member’s Equity

Year Ended December 31, 2010

 

 

 

Member’s

 

Accumulated
Other
Comprehensive

 

Total

 

 

 

Equity

 

Income (Loss)

 

Equity

 

 

 

 

 

 

 

 

 

Balance, December 31, 2009

 

$

25,751,897

 

$

(2,593,331

)

$

23,158,566

 

 

 

 

 

 

 

 

 

Distributions

 

(1,767,588

)

 

(1,767,588

)

Share compensation recognized

 

271,158

 

 

271,158

 

Net income

 

8,840,601

 

 

8,840,601

 

Change in defined benefit pension plan loss

 

 

(69,997

)

(69,997

)

Change in fair value of interest rate collar agreement

 

 

360,292

 

360,292

 

Change in fair value of forward exchange contract

 

 

32,071

 

32,071

 

Foreign currency translation adjustments

 

 

(207,321

)

(207,321

)

 

 

 

 

 

 

 

 

Balance, December 31, 2010

 

$

33,096,068

 

$

(2,478,286

)

$

30,617,782

 

 

See Notes to Consolidated Financial Statements

 

5



 

Rotex Global, LLC

Consolidated Statement of Cash Flows

Year Ended December 31, 2010

 

Operating Activities

 

 

 

Net income

 

$

8,840,601

 

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

 

 

 

Depreciation and amortization

 

3,101,171

 

Interest added to principal on subordinated debt

 

409,074

 

Loss on disposal of property and equipment

 

(712

)

Share compensation recognized

 

271,158

 

Changes in

 

 

 

Accounts receivable

 

(1,432,775

)

Inventories

 

(2,081,734

)

Prepaid expenses

 

19,973

 

Accounts payable

 

1,017,341

 

Accrued expenses and other liabilities

 

2,838,765

 

Accrued pension and postretirement costs

 

177,275

 

Deferred compensation

 

(817,979

)

 

 

 

 

Net cash provided by operating activities

 

12,342,158

 

 

 

 

 

Investing Activities

 

 

 

Proceeds on disposal of property and equipment

 

58,500

 

Purchase of property and equipment

 

(1,374,206

)

 

 

 

 

Net cash used in investing activities

 

(1,315,706

)

 

 

 

 

Financing Activities

 

 

 

Principal payments on long-term debt

 

(5,357,618

)

PIK interest payment on subordinated debt

 

(1,509,985

)

Distributions

 

(1,767,588

)

 

 

 

 

Net cash used in financing activities

 

(8,635,191

)

 

 

 

 

Effect of exchange rate changes on cash

 

60,788

 

 

 

 

 

Increase in Cash and Cash Equivalents

 

2,452,049

 

 

 

 

 

Cash and Cash Equivalents, Beginning of Year

 

6,501,248

 

 

 

 

 

Cash and Cash Equivalents, End of Year

 

$

8,953,297

 

 

 

 

 

Supplemental Cash Flows Information

 

 

 

 

 

 

 

Cash paid for interest

 

$

3,514,562

 

Income taxes paid

 

$

869,276

 

 

See Notes to Consolidated Financial Statements

 

6



 

Rotex Global, LLC

Notes to Consolidated Financial Statements

December 31, 2010

 

Note 1:                                      Nature of Operations and Summary of Significant Accounting Policies

 

Nature of Operations

 

The Company supplies machines and parts for separation, analysis or closely related operations to process industries throughout the world.  The Company is a wholly owned subsidiary of Rotex Holdings, LLC, has one class of membership interest and its existence is indefinite.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of Rotex Global, LLC ( the “Company”) and its wholly-owned subsidiaries, Rotex Europe Limited (“Rotex Europe”) and Rotex International.  Included in the Rotex Europe figures are the accounts of Rotex Japan Limited (“Rotex Japan,” a wholly-owned subsidiary of Rotex Europe).  Rotex International is an Interest Charged — Domestic International Sales Corporation.  All significant intercompany accounts and transactions have been eliminated in consolidation.  Included in the accompanying balance sheet are net assets relating to Rotex Europe of approximately $7,597,000 at December 31, 2010.

 

Use of Estimates

 

The preparation of financial statements in conformity 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 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

 

The Company considers all liquid investments with original maturities of three months or less to be cash equivalents.  At December 31, 2010, cash equivalents consisted primarily of money market accounts with brokers.

 

Effective July 21, 2010, the FDIC’s insurance limits were permanently increased to $250,000.  At December 31, 2010, the Company’s cash accounts exceeded federally insured limits by approximately $2,810,000.

 

Pursuant to legislation enacted in 2010, the FDIC will fully insure all noninterest-bearing transaction accounts beginning December 31, 2010 through December 31, 2012, at all FDIC-insured institutions.

 

7



 

Rotex Global, LLC

Notes to Consolidated Financial Statements

December 31, 2010

 

Accounts Receivable

 

Accounts receivable are stated at the amount billed to customers.  The Company provides an allowance for doubtful accounts, which is based upon a review of outstanding receivables, historical collection information and existing economic conditions.  Accounts receivable are normally due 30 days after the issuance of the invoice.  Accounts past due more than 60 days are considered delinquent.  Delinquent receivables are written off based on individual credit evaluation and specific circumstances of the customer.

 

From time to time, the Company’s sales contracts include retention provisions whereby a certain percentage (typically 10% or less) is not paid by the customer until the product is fully accepted by the customer.  The criteria that must be met have been established by the Company and the Company is reasonably certain that the product will meet the performance criteria.

 

Inventory Pricing

 

Inventories are stated at the lower of cost or market.  Cost is determined using the first-in, first-out (FIFO) method.

 

Property and Equipment

 

Property and equipment are stated at cost and are depreciated over the estimated useful life of each asset.  Annual depreciation is computed using straight-line and accelerated methods.

 

Goodwill and Unamortized Intangible Assets

 

Goodwill and unamortized intangible assets are tested annually for impairment.  If the implied fair value of these assets is lower than their carrying amount, an impairment is indicated and the asset is written down to its implied fair value.  Subsequent increases in the value of these assets are not recognized in the financial statements.

 

Long-lived Asset Impairment

 

The Company evaluates the recoverability of the carrying value of long-lived assets whenever events or circumstances indicate the carrying amount may not be recoverable.  If a long-lived asset is tested for recoverability and the undiscounted estimated future cash flows expected to result from the use and eventual disposition of the asset is less than the carrying amount of the asset, the asset cost is adjusted to fair value and an impairment loss is recognized as the amount by which the carrying amount of a long-lived asset exceeds its fair value.  No asset impairment was recognized during 2010.

 

Foreign Currency

 

The functional currency for Rotex Europe is pounds sterling.  Translation adjustments are accumulated in a separate component of equity.  Monetary assets and liabilities of Rotex Europe denominated in other foreign currencies are first translated into pounds sterling at the rate of exchange prevailing at the balance sheet date.  Related gains and losses are recorded currently in earnings.

 

8



 

Rotex Global, LLC

Notes to Consolidated Financial Statements

December 31, 2010

 

As a strategy to maintain acceptable levels of exposure to currency exchange rate fluctuation for certain assets denominated in other foreign currencies, the Company uses forward exchange contracts.  Gains and losses associated with currency rate exchanges on forward contracts hedging foreign currency transactions that have not yet occurred are accumulated in a separate component of equity.  Those that hedge currency fluctuations on sales orders that have already shipped are recorded currently in earnings.

 

Income Taxes

 

The Company’s member has elected to have the Company’s U.S. income taxed as a partnership under provisions of the Internal Revenue Code and a similar section of state income tax laws.  Therefore, taxable income or loss related to the U.S. operation is reported to the sole member for inclusion in its respective tax returns and no provision for U.S. federal and state income taxes is included in these statements.  However, the Company pays foreign taxes in the United Kingdom on the earnings of its subsidiary, Rotex Europe, at the statutory rate of 28%.  The difference between income tax computed on pretax income using a 28% statutory rate and the amount shown on the income statement is primarily due to the U.S. based income of approximately $6,800,000.  As there are no significant temporary differences, all of the foreign tax expense is current expense.  In addition, the Company is taxed on a portion of its earnings in the United States by certain local taxing authorities.

 

Uncertain tax positions are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination.  The term more likely than not means a likelihood of more than 50 percent;  the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any.  A tax position that meets the more-likely-than-not-recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information.  The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances and information available at the reporting date and is subject to management’s judgment.

 

The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction and various state, local and foreign jurisdictions.  With a few exceptions, the Company is no longer subject to U.S. federal, state and local or non-U.S. income tax examinations by tax authorities for years before 2007.

 

Revenue Recognition

 

Revenue from the sale of the Company’s products is recognized when the risk of loss and other risks and rewards of ownership are transferred.  Revenue recognition normally occurs upon shipment of the product to the customer.  Net sales includes gross revenue less sales discounts, sales incentives, and product returns.

 

From time to time, the Company sells products under contracts that contain customer acceptance provisions.  Since the terms that must be met are established by the Company and the Company is reasonably certain that the product will meet the performance criteria, revenue is recognized upon shipment and any costs that may be incurred to get the product to achieve

 

9



 

Rotex Global, LLC

Notes to Consolidated Financial Statements

December 31, 2010

 

customer acceptance are accrued as warranty costs.  The Company has historically experienced insignificant costs to achieve customer acceptance after shipment of a product.

 

Shipping and Handling Costs

 

Shipping and handling costs are included in cost of goods sold.

 

Equity Award Plan

 

The Company participates in its parent company’s unit-based employee compensation plan, which is described more fully in Note 10.

 

Note 2:                                      Inventories

 

Manufacturing inventories:

 

 

 

Raw materials

 

$

3,756,679

 

Work-in-process

 

2,291,069

 

Finished units

 

1,462,734

 

 

 

 

 

 

 

$

7,510,482

 

 

Note 3:                                      Acquired Intangible Assets and Goodwill

 

The carrying basis and accumulated amortization of recognized intangible assets at December 31, 2010, were:

 

 

 

Gross

 

 

 

 

 

Carrying

 

Accumulated

 

 

 

Amount

 

Amortization

 

Amortized intangible assets

 

 

 

 

 

Patents

 

$

1,167,560

 

$

570,395

 

Customer relationships

 

26,629,256

 

5,048,463

 

Other

 

5,136,456

 

4,314,169

 

 

 

 

 

 

 

 

 

$

32,933,272

 

$

9,933,027

 

 

 

 

 

 

 

Unamortized intangible assets

 

 

 

 

 

Trademarks

 

$

15,846,496

 

 

 

Other

 

2,981,463

 

 

 

 

 

 

 

 

 

 

 

$

18,827,959

 

 

 

 

10



 

Rotex Global, LLC

Notes to Consolidated Financial Statements

December 31, 2010

 

The weighted average amortization periods are:

 

 

 

Weighted

 

 

 

Average

 

 

 

Amortization

 

 

 

Period

 

Amortized intangible assets

 

 

 

Patents

 

8 years

 

Customer relationships

 

20 years

 

Other

 

2 years

 

 

Amortization expense related to the intangible assets presented above was $1,745,507 in 2010.  Estimated amortization expense for each of the following five years is:

 

2011

 

$

1,745,507

 

2012

 

1,541,244

 

2013

 

1,509,126

 

2014

 

1,509,126

 

2015

 

1,502,969

 

 

There were no changes in the carrying amount of goodwill during 2010.

 

Note 4:                                      Line of Credit — Related Party (see Note 13)

 

On March 17, 2007, the Company entered into two financing agreements.  The first agreement was with a financial institution in the amount of $41,500,000, consisting of a note payable of $33,500,000 (discussed in Note 5) and a revolving credit facility in the aggregate not to exceed $8,000,000.  The second agreement was the Company’s issuance and selling of $19,200,000 in 14% Senior Subordinated Notes (also discussed in Note 5).

 

The Company’s $8,000,000 revolving line of credit expires in 2013.  At December 31, 2010, there were no borrowings against this line.  The line is collateralized by substantially all of the Company’s assets.  Interest varies with the bank’s prime rate or LIBOR (margin is 1.5% plus prime rate or 2.75% plus LIBOR) when drawn and is payable quarterly or monthly.  The amount available is dependent on a borrowing base calculation, letters of credit outstanding and any reserves the lender has in place.  At December 31, 2010, the Company had a letter of credit limit of $6,000,000, of which $5,022,722 was committed.

 

Note 5:                                      Long-term Debt and Subordinated Notes Payable — Related Parties (see Note 13)

 

Note payable, financial institution (A)

 

$

16,892,382

 

Subordinated notes payable (B)

 

19,200,000

 

 

 

 

 

 

 

36,092,382

 

Less current maturities

 

(1,140,880

)

 

 

 

 

 

 

$

34,951,502

 

 

11



 

Rotex Global, LLC

Notes to Consolidated Financial Statements

December 31, 2010

 

(A)

Due March 31, 2013, payable in varying quarterly amounts plus interest based on prime or LIBOR plus applicable credit spread (margin is 1.5% plus prime rate or 2.75% plus LIBOR); secured by substantially all assets.

 

 

 

In connection with this note payable, the Company is required, among other things, to maintain certain financial conditions, including leverage ratio of 5.75 to 1.00 or less, fixed charge coverage ratio of 1.10 to 1.00 or greater and interest coverage ratio of 1.65 to 1.00 or greater. The Company was in compliance with all covenants at December 31, 2010.

 

 

(B)

Due March 15, 2014; interest payable quarterly at 14% (2% was added to the principal balance in lieu of payment through December 2010; at that date all interest added to principal to that date of $1,509,985 was paid), subordinated to note payable above, unsecured.

 

 

Aggregate annual maturities and sinking fund requirements of long-term debt at December 31, 2010 are:

 

2011

 

$

1,140,880

 

2012

 

1,398,498

 

2013

 

14,353,004

 

2014

 

19,200,000

 

 

 

 

 

 

 

$

36,092,382

 

 

Note 6:                                      Disclosures About Fair Value of Assets and Liabilities

 

ASC Topic 820, Fair Value Measurements, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  This topic also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.  The standard describes three levels of inputs that may be used to measure fair value:

 

Level 1

Quoted prices in active markets for identical assets or liabilities

 

 

Level 2

Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

 

 

Level 3

Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

 

Following is a description of the valuation methodologies used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy.

 

12



 

Rotex Global, LLC

Notes to Consolidated Financial Statements

December 31, 2010

 

Money Market Funds

 

Where quoted market prices are available in an active market, liquid investments are classified within Level 1 of the valuation hierarchy and include money market funds.

 

Forward Exchange Contracts

 

Foreign currency forward contracts are used to hedge firm commitments and the currency risk associated primarily with sales and purchase activities.  At December 31, 2010, the Company had foreign currency forwards with a notional value of approximately $3,265,000 maturing through October 2011.  The notional amount of these contracts represents the amount of foreign currencies to be purchased or sold at maturity and does not represent the Company’s exposure on these contracts.  The market risk related to foreign currency forward contracts is substantially offset by changes in the valuation and cash flows of the underlying positions hedged.  The Company does not use derivatives for trading purposes.  The fair value of forward exchange contracts is estimated based on current foreign currency exchange rates.  The inputs used to determine the fair value of these items are considered to be observable inputs.  As a result, they are classified within Level 2 of the valuation hierarchy.

 

The following table presents the fair value measurements of assets recognized in the accompanying balance sheet measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 31, 2010:

 

 

 

 

 

Fair Value Measurements Using

 

 

 

 

 

Quoted Prices in
Active Markets for
Identical Assets

 

Significant Other
Observable Inputs

 

Significant
Unobservable
Inputs

 

 

 

Fair Value

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

1,118,782

 

$

1,118,782

 

$

 

$

 

Forward exchange contracts

 

$

38,217

 

$

 

$

38,217

 

$

 

 

The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheet at amounts other than fair value.

 

Cash and Cash Equivalents

 

The carrying amount approximates fair value.

 

Long-term Debt and Subordinated Notes Payable

 

Fair value of long-term debt approximates its carrying value as the interest rates are variable.

 

Estimating the fair value of the subordinated notes payable is not practicable due to them being with related parties.

 

13



 

Rotex Global, LLC

Notes to Consolidated Financial Statements

December 31, 2010

 

Note 7:                                      Accumulated Other Comprehensive Loss

 

The components of accumulated other comprehensive loss are as follows:

 

 

 

Change in
Defined Benefit
Pension Plan
Loss

 

Foreign
Currency
Translation

 

Forward
Exchange
Contracts

 

Interest
Rate Collar
Agreement

 

Accumulated
Other
Comprehensive
Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2009

 

$

(1,002,437

)

$

(1,236,748

)

$

6,146

 

$

(360,292

)

$

(2,593,331

)

 

 

 

 

 

 

 

 

 

 

 

 

Change during period

 

(69,997

)

(207,321

)

32,071

 

360,292

 

115,045

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2010

 

$

(1,072,434

)

$

(1,444,069

)

$

38,217

 

$

 

$

(2,478,286

)

 

In June 2007, as a strategy to maintain acceptable levels of exposure to the risk of changes in future cash flows due to interest rate fluctuations, the Company entered into an interest rate collar agreement for a portion of its floating rate debt.  The agreement provided for the Company to receive interest from the counterparty at LIBOR if such rate exceeded 6.0% and to pay interest to the counterparty at LIBOR if such rate fell below 4.61% on a notional amount of $16,656,250.  Under the agreement, the Company paid or received the net interest amount quarterly, with quarterly settlements included in interest expense.  The Company designated this arrangement as a cash flow hedge.  The effective portion of the hedge is reported in other comprehensive income while the ineffective portion is recorded in earnings.  The agreement expired on June 30, 2010.

 

Note 8:                                      Pension, Postretirement and Profit-Sharing Plans

 

Profit-Sharing Plan

 

The Company sponsors various defined contribution retirement plans covering substantially all employees.  Qualified personnel can participate in defined contribution plans and contribute up to 75% of their gross earnings to the plan.  For each covered employee in the United States the Company contributes 3% of each qualified participant’s annual compensation for the year to a defined contribution plan and also makes a matching contribution of 50% of an employee’s contribution to the plan, up to a maximum of 3% of annual compensation.  Employees of Rotex Europe participate in one of several defined contribution plans.  The Company makes matching contributions that range from 2% to 8% of pensionable earnings of European employees.

 

Participants of the non union defined contribution plan in the United States are fully vested in the Company’s contributions after six years of service.  Participants in the defined contribution plans in Europe are immediately vested in all contributions to the plans.  Pension expense for the defined contributions plans with the Company matching feature was approximately $584,000 for 2010.

 

14



 

Rotex Global, LLC

Notes to Consolidated Financial Statements

December 31, 2010

 

Pension and Other Postretirement Benefit Plans

 

The Company has a noncontributory defined benefit pension plan covering union employees in the United States who meet eligibility requirements.  The Company’s funding policy is to make the minimum annual contribution that is required by applicable regulations, plus such amounts as the Company may determine to be appropriate from time to time.  The Plan has been amended to freeze benefit accruals as of a date prior to March 16, 2007.  The Company plans to contribute $103,000 to the plan in 2011.  Pension expense for the defined benefit plan was approximately $113,000 for 2010.

 

The Company has a noncontributory defined benefit postretirement health care plan covering all employees in the United States who meet eligibility requirements.  The Company’s funding policy is to make the minimum annual contribution that is required by applicable regulations, plus such amounts as the Company may determine to be appropriate from time to time.  The Company expects to contribute $72,000 to the plan in 2011.  Prior to March 16, 2007, the Plan was frozen to new salaried entrants.  The Plan was frozen to new union entrants in September 2008.

 

The Company uses a December 31 measurement date for the plans. Significant balances, costs and assumptions are:

 

 

 

Pension
Benefits

 

Other
Benefits

 

 

 

 

 

 

 

Benefit obligation

 

$

3,630,016

 

$

889,067

 

Fair value of plan assets

 

2,297,360

 

 

 

 

 

 

 

 

Funded status

 

$

(1,332,656

)

$

(889,067

)

 

Amounts recognized in the balance sheet:

 

Current liabilities

 

$

 

$

72,000

 

 

 

 

 

 

 

Noncurrent liabilities

 

$

1,332,656

 

$

817,067

 

 

15



 

Rotex Global, LLC

Notes to Consolidated Financial Statements

December 31, 2010

 

Amounts recognized in accumulated other comprehensive loss not yet recognized as components of net periodic benefit cost consist of:

 

 

 

Pension
Benefits

 

Other
Benefits

 

 

 

 

 

 

 

Net actuarial loss

 

$

1,072,434

 

 

 

 

The accumulated benefit obligation for all defined benefit pension plans was $3,630,016 at December 31, 2010.

 

Information for pension plans with an accumulated benefit obligation in excess of plan assets:

 

Other significant balances and costs are:

 

Employer contributions

 

$

25,803

 

$

65,285

 

Benefits paid

 

$

214,930

 

$

65,285

 

Benefit costs

 

$

113,435

 

$

119,433

 

 

Other changes in plan assets and benefit obligations recognized in other comprehensive income:

 

Amounts arising during the period:

 

 

 

 

 

Net loss

 

$

152,570

 

 

 

Amounts reclassified as components of net periodic benefit cost of the period:

 

 

 

 

 

Net loss

 

$

82,573

 

 

 

 

 

 

 

 

 

Significant assumptions include:

 

 

 

 

 

 

 

 

 

 

 

Weighted-average assumptions used to determine benefit obligations:

 

 

 

 

 

Discount rate

 

5.32

%

5.75

%

 

 

 

 

 

 

Weighted-average assumptions used to determine benefit costs:

 

 

 

 

 

Discount rate

 

5.83

%

5.75

%

Expected return on plan assets

 

7.50

%

N/A

 

 

The Company has estimated the long-term rate of return on plan assets based primarily on historical returns on plan assets, adjusted for changes in target portfolio allocations and recent changes in long-term interest rates based on publicly available information.

 

For measurement purposes, a 10% annual rate of increase in the per capita cost of covered health care benefits was assumed.

 

16



 

Rotex Global, LLC

Notes to Consolidated Financial Statements

December 31, 2010

 

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid as of December 31, 2010:

 

 

 

Pension
Benefits

 

Other

 

 

 

 

 

 

 

2011

 

$

237,500

 

$

72,000

 

2012

 

245,316

 

74,000

 

2013

 

259,901

 

77,000

 

2014

 

251,559

 

78,000

 

2015

 

242,008

 

79,000

 

2016-2020

 

1,249,325

 

99,000

 

 

 

 

 

 

 

 

 

$

2,485,609

 

$

479,000

 

 

Plan assets for the defined benefit pension plan are held by an administered trust fund, which invests the plan assets in accordance with the provisions of the plan agreement.  The plan agreements permit investment in common stocks, corporate bonds and debentures, U.S. Government securities, and other specified investments, based on certain target allocation percentages.

 

Asset allocation for pension benefits is primarily based on a strategy to provide stable earnings while still permitting the plans to recognize potentially higher returns through a limited investment in equity securities.  The target asset allocation percentages for 2010 are as follows:

 

Equity Securities

 

Approximately 60%

 

Corporate debt securities/US

 

 

 

Government debt securities

 

Approximately 40%

 

 

Plan assets for pension benefits are re-balanced quarterly.  At December 31, 2010, plan assets by category are as follows:

 

 

 

Pension
Benefits

 

 

 

2010

 

Equity Mutual Funds

 

58

%

Bond Mutual Funds

 

28

%

Cash and Cash Equivalents

 

14

%

 

 

 

 

 

 

100

%

 

17



 

Rotex Global, LLC

Notes to Consolidated Financial Statements

December 31, 2010

 

Pension Plan Assets

 

Following is a description of the valuation methodologies used for pension plan assets measured at fair value on a recurring basis and recognized in the accompanying balance sheet, as well as the general classification of pension plan assets pursuant to the valuation hierarchy.

 

Where quoted market prices are available in an active market, plan assets are classified within Level 1 of the valuation hierarchy.  Level 1 plan assets include mutual and money market funds.

 

The fair values of the pension plan assets at December 31, 2010, by asset category are as follows:

 

 

 

Fair Value Measurements Using

 

 

 

Total Fair

 

Quoted Prices in
Active Markets for
Identical Assets

 

Significant Other
Observable
Inputs

 

Significant
Unobservable
Inputs

 

 

 

Value

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

 

 

 

 

 

 

 

 

 

 

Mutual funds

 

$

1,979,804

 

$

1,979,804

 

$

 

$

 

Money market fund

 

317,556

 

317,556

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

2,297,360

 

$

2,297,360

 

$

 

$

 

 

Approximately 32% of the mutual funds are bond funds; the remainder is diversified between domestic value, growth and total return funds.

 

Note 9:                                      Deferred Compensation

 

The Company has a plan which provides for deferred compensation to key employees.  Awards are paid out in annual installments varying from one to three years, subject to the continued employment of the employee.  Total deferred compensation expense under such plan was approximately $1,305,000 for 2010.

 

18



 

Rotex Global, LLC

Notes to Consolidated Financial Statements

December 31, 2010

 

Note 10:                               Equity Award Plan

 

The Company’s parent has entered into several Equity Awards Agreements with key employees of the Company.  These agreements are intended to constitute the grant of “partnership-profits interests” for services provided to the Company.  Under the terms of these agreements a total of 100,000 Preferred Units, 778,993 Common Units and 3,476,470 Incentive Units of the parent company have been granted.  Common Unit grants vest ratably (20% annually).  Any nonvested Common Units and all Preferred and Incentive Units vest upon the sale of the Company.  No units shall vest after termination of employment.  Upon termination all nonvested units are forfeited.

 

As the employees’ services are received during the vesting period, compensation costs are recognized.  Measurement of the compensation cost is based upon the grant-date fair values of the units.  The fair value of each unit award is estimated on the date of grant in a two step process.  First, the value of the company’s equity is estimated using a discounted cash flow analysis.  Second, the equity value is allocated to the Company’s preferred, common and incentive units under a risk-neutral approach utilizing a simulation model.  The assumptions used in the simulation model are noted in the following table.  Expected volatility is based on the historical volatility of certain guideline comparisons and the expected volatility of the Company.  Expected term is based on management’s estimate as to the most likely time (in years) to a liquidation event.  The risk-free rate is based on the yield of a treasury bill with maturity closest to the time to liquidity (adjusted for continuous compounding).  A marketability discount of 30% was applied to the value of the Common and Incentive Units.

 

Expected volatility

 

45.00

%

 

 

 

 

Weighted-average volatility

 

45.00

%

 

 

 

 

Expected dividends

 

0.00

%

 

 

 

 

Expected term (in years)

 

3

 

 

 

 

 

Risk-free rate

 

3.39

%

 

19



 

Rotex Global, LLC

Notes to Consolidated Financial Statements

December 31, 2010

 

A summary of Preferred, Common, and Incentive Unit activity under the Plan as of December 31, 2010, and changes during the year then ended, is presented below:

 

 

 

Units

 

Fair Value Per
Unit

 

Weighted-
Average Fair
Value

 

 

 

 

 

 

 

 

 

Preferred:

 

 

 

 

 

 

 

Outstanding, beginning of year

 

100,000

 

1.00

 

$

100,000

 

 

 

 

 

 

 

 

 

Outstanding, end of year

 

100,000

 

 

 

$

100,000

 

 

 

 

 

 

 

 

 

Common:

 

 

 

 

 

 

 

Outstanding, beginning of year

 

675,468

 

0.26

 

$

175,622

 

Granted

 

103,525

 

0.26

 

26,917

 

 

 

 

 

 

 

 

 

Outstanding, end of year

 

778,993

 

 

 

$

202,539

 

 

 

 

 

 

 

 

 

Incentive:

 

 

 

 

 

 

 

Outstanding, beginning of year

 

2,964,361

 

0.25

 

$

741,090

 

Granted

 

512,109

 

0.25

 

128,027

 

 

 

 

 

 

 

 

 

Outstanding, end of year

 

3,476,470

 

 

 

$

869,117

 

 

The weighted-average grant-date fair value of Preferred, Common and Incentive Units granted during 2010 was $154,944.  No units were forfeited in 2010.

 

As of December 31, 2010, there was $579,801 of total unrecognized compensation cost under the Plan.  That cost is expected to be recognized over a weighted-average period of two years.  The total compensation cost recognized under the Plan was $271,158 in 2010.

 

20



 

Rotex Global, LLC

Notes to Consolidated Financial Statements

December 31, 2010

 

Note 11:                               Concentrations

 

Labor Agreement

 

Approximately 50% of the Company’s employees are covered by collective bargaining agreements.  The agreements covering approximately 15% of the employees (the Rotex Europe union employees) expire in the next year.

 

Note 12:                               Commitments

 

Warranty Obligations

 

The Company provides bank guarantees for warranties given on the sale of some machines.  These guarantees are for varying percentages of the total value of the machine sold and the customer can make a claim under the terms of the guarantee directly from the bank.  At December 2010, the total value of bank guarantees given is approximately 1,193,000 pounds sterling (approximately $1,861,000) for European operations and $246,000 for U.S. operations.

 

Note 13:                               Related Party Transactions

 

The Company’s senior lender (who holds the line of credit discussed in Note 4 and the note payable discussed in Note 5) has an equity stake in one of the owners of the Company’s parent.  The outstanding principal balance on the note payable to the senior lender was $16,892,382 at December 31, 2010.  In addition, the Company has borrowed funds from other owners of the parent (totaling $19,200,000 at December 31, 2010).  All interest expense recognized on the statement of income relates to loans with these related parties.  Approximately $392,000 of interest was accrued at December 31, 2010.

 

The Company has committed to pay a management fee to the majority equity holder of the Company’s parent.  The agreement calls for quarterly payments of $100,000 until March 15, 2012.  At that time the agreement automatically renews for one year.  The Company recognized $400,000 of management fee expense during 2010.  As these fees are not related to the ongoing operations of the business, it is classified as an other expense on the income statement.

 

Note 14:                               Subsequent Events

 

On August 4, 2011, Hillenbrand, Inc. (“Hillenbrand”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Rotex Holdings, LLC (“Seller”) and Rotex Global, LLC (“Rotex”), a wholly-owned subsidiary of Seller, pursuant to which Hillenbrand acquired from Seller all of the outstanding membership interests in Rotex for $240 million in cash, subject to certain closing and post-closing adjustments (the “Transaction”).  The Purchase Agreement contains customary representations, warranties, covenants, and conditions.

 

21



 

Rotex Global, LLC

Notes to Consolidated Financial Statements

December 31, 2010

 

The Transaction closed on August 31, 2011 and the following occurred:

 

·                  all senior debt and subordinated notes payable (Note 5) were paid; and

·                  the management fee agreement with the majority equity holder was terminated; and

·                  the revolving credit facility (Note 4) was cancelled and the existing letters of credit were maintained or comparable letters were arranged by Hillenbrand; and

·                  all equity awards (Note 10) were paid except for a required escrow amount maintained by the majority interest holder in the Company’s parent.

 

Prior to the Transaction closing, the Company funded the pension plan trust to 86% of the Company’s pension liability at that time and all deferred compensation earned prior to January 1, 2011 was paid.

 

Subsequent events have been evaluated through November 2, 2011, which is the date the financial statements were available to be issued.

 

22