EX-99.3 4 v375726_ex99-3.htm EXHIBIT 99.3

Exhibit 99.3

 

  Southern Felt Company, Inc., Andrew Webron Limited, Andrew Webron Filtration Limited, Andrew Industries Textile Manufacturing Company (Shanghai) Limited, Andrew Industries Textile Manufacturing Company (Wuxi) Limited, Andrew Industries Textile Trading Company (Shanghai) Limited and Andrew Industries (Hong Kong) Limited (collectively, the Filtration Division of Andrew Industries Limited)
  UNAUDITED CONDENSED CARVE OUT COMBINED FINANCIAL STATEMENTS
   
  As of September 30, 2013 and March 31, 2013 and For the Six Months Ended September 30, 2013 and 2012

 

 

 

 
 

  

INDEX PAGE
   
Unaudited Condensed Carve Out Combined Balance Sheets as of September 30, 2013 and March 31, 2013 2
   
Unaudited Condensed Carve Out Combined Statements of Income and Comprehensive Income for the six months ended September 30, 2013 and 2012

3

   
Unaudited Condensed Carve Out Combined Statements of Cash Flows for the six months ended September 30, 2013 and 2012 4
   
Notes to Unaudited Condensed Carve Out Combined Financial Statements 5 - 11

 

Page 1
 

  

Filtration Division of Andrew Industries Limited
UNAUDITED CONDENSED CARVE OUT COMBINED BALANCE SHEETS
As of September 30, 2013 and March 31, 2013 (Amounts in Thousands of U.S. Dollars)

 

   Note  September 30,
2013
   March 31,
2013
 
            
Assets             
Current assets             
Cash     $3,209   $2,713 
Accounts receivable-trade, net of allowance for doubtful accounts of $625 and $547, respectively      27,062    24,964 
Accounts receivable - related parties      3,092    2,171 
Accounts receivable - other      1,975    1,680 
Inventory, net  3   23,712    21,491 
Prepaid expenses and other assets      898    1,589 
Note receivable – related parties      3,623    3,623 
Deferred tax asset      377    594 
Total current assets     $63,948   $58,825 
              
Non-current assets             
Property, plant and equipment, net      28,823    30,131 
Property, plant and equipment under capital leases, net      2,430    2,346 
Goodwill      687    642 
Other assets      32    32 
Total assets     $95,920   $91,976 
              
Liabilities and parent equity             
Current liabilities             
Lines of credit  4   3,177    3,519 
Current portion of capital lease obligations      375    348 
Current portion of long - term debt - related parties  5   14,684    12,248 
Current portion of long - term debt  6   2,215    2,254 
Accounts payable - trade      11,958    11,773 
Accounts payable - other      1,479    1,329 
Accounts payable - related parties      335    232 
Accrued expenses and other current liabilities      2,391    2,350 
Accrued expenses – related parties      2,110    1,899 
Deferred revenue      1,908    1,916 
Total current liabilities     $40,632   $37,868 
              
Long term liabilities             
Long term portion of capital lease obligations      1,392    1,487 
Long term debt – related parties  5   650    1,911 
Long term debt  6   1,689    2,806 
Deferred income taxes      2,262    2,262 
Long term accounts payable – other      484    592 
Total liabilities     $47,109   $46,926 
              
Commitments and contingencies  7          
              
Parent Equity             
Net Parent Investment      45,486    42,638 
Accumulated other comprehensive income      3,325    2,412 
Total parent equity     $48,811   $45,050 
              
Total liabilities and parent equity     $95,920   $91,976 

 

The accompanying notes are an integral part of these unaudited condensed carve out combined financial statements.

 

Page 2
 

 


Filtration Division of Andrew Industries Limited
UNAUDITED CONDENSED CARVE OUT COMBINED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the six months ended September 30, 2013 and 2012 (Amounts in Thousands)

 

   2013   2012 
         
Net sales  $65,256   $62,238 
Cost of sales   54,824    53,908 
Gross profit   10,432    8,330 
           
General and administrative expenses   3,129    3,048 
Selling expenses   2,813    2,327 
Operating income   4,490    2,955 
           
Interest income – other   (3)   (2)
Interest income – related party   (44)   (45)
Interest expense – other   117    116 
Interest expense – related parties   212    209 
Loss on foreign exchange transactions   7    48 
Total other expense   289    326 
           
Income before income taxes   4,201    2,629 
           
Income tax expense   1,370    977 
           
Net income   2,831    1,652 
           
Other comprehensive income, net of tax:          
           
Foreign currency translation   912    (221)
           
Comprehensive income  $3,743   $1,431 

 

The accompanying notes are an integral part of these unaudited condensed carve out combined financial statements.

 

Page 3
 

 

Filtration Division of Andrew Industries Limited
UNAUDITED CONDENSED CARVE OUT COMBINED STATEMENTS OF CASH FLOWS
For the six months ended September 30, 2013 and 2012 (Amounts in Thousands of U.S. Dollars)

 

   2013   2012 
         
Cash Flows from Operating Activities:          
Net income  $2,831   $1,652 
           
Adjustments to reconcile net income to net cash provided by operating activities:          
Depreciation   2,240    2,194 
Deferred income taxes   228    (40)
Other   (42)   (5)
           
(Increase)/decrease in assets:          
(Increase)/decrease in accounts receivable - trade   (1,531)   324 
(Increase)/decrease in accounts receivable – related parties   (876)   351 
(Increase) in accounts receivable – other   (248)   (548)
(Increase)/decrease in inventory   (1,714)   191 
Decrease in prepaid expenses and other assets   708    119 
           
Increase/(decrease) in liabilities:          
(Decrease) in accounts payable – trade   (144)   (1,721)
Increase in accounts payable – other   78    52 
Increase in accounts payable – related parties   102    3 
(Decrease)/increase in accrued expenses and other current liabilities   (36)   484 
Increase in accrued expenses – related party   174    176 
(Decrease) in deferred revenue   (18)   (392)
Net cash provided by operating activities   1,752    2,840 
           
Cash Flows from Investing Activities:          
Payments for property, plant and equipment   (562)   (2,694)
Proceeds from sale of property, plant and equipment   30    33 
Net cash used in investing activities   (532)   (2,661)
           
Cash Flows from Financing Activities:          
Dividends paid to parent   -    (1,000)
Proceeds from parent investment   -    237 
Net borrowings on lines of credit   (477)   3,093 
Repayment of debt   (1,634)   (1,323)
Proceeds from issuance of debt   1,283    - 
Net cash provided by (used in) financing activities   (828)   1,007 
           
Effect of exchange rate changes on cash   104    (6)
           
Net increase in cash   496    1,180 
           
Cash at beginning of period   2,713    1,248 
Cash at end of period  $3,209   $2,428 
Supplemental cash flow information:          
Cash paid for interest  $139   $130 
Cash paid for taxes   16    816 
           
Supplemental noncash investing and financing activities:   -   $1,525 
Payment of debt through parent contribution          

 

The accompanying notes are an integral part of these unaudited condensed carve out combined financial statements.

 

Page 4
 

 

Filtration Division of Andrew Industries Limited
NOTES TO THE UNAUDITED CONDENSED CARVE OUT COMBINED FINANCIAL STATEMENTS

As of September 30, 2013 and March 31, 2013 and for the six months ended September 30, 2013 and

2012 (Amounts in Thousands of U.S. Dollars)

 

NOTE 1 – BASIS OF PRESENTATION

 

The accompanying unaudited condensed carve out combined financial statements include the accounts of Southern Felt Company, Inc., Andrew Webron Limited, Andrew Webron Filtration Limited, Andrew Industries Textile Manufacturing Company (Shanghai) Limited, Andrew Industries Textile Manufacturing Company (Wuxi) Limited, Andrew Industries Textile Trading Company (Shanghai) Limited and Andrew Industries (Hong Kong) Limited (collectively, the Filtration Division of Andrew Industries Limited (“Parent Company” or “Parent”)) and have been derived from the historical accounting records of the Parent Company.

 

The combined financial statements reflect the carve-out financial position and the related results of operations, cash flows and the Parent’s net investment in a manner consistent with Parent Company management of the Filtration Division and as though the Filtration Division had been a stand-alone company for the period presented. The unaudited condensed carve out combined financial statement have been prepared in accordance with Securities and Exchange Commission (“SEC”) Regulation S-X, Article 3, General Instructions to Financial Statements and SEC Staff Accounting Bulletin Topic 1-B, Allocations of Expenses and Related Disclosure in Financial Statements of Subsidiaries, Divisions or Lesser Business Components of Another Entity.

 

In the opinion of management, the accompanying unaudited condensed carve out combined balance sheets and related unaudited condensed carve out combined statements of income and other comprehensive income, and unaudited condensed carve out combined statement of cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). Interim results are not necessarily indicative of results for a full year. Certain notes and other information have been omitted from the interim financial statements presented. The unaudited condensed combined financial statements should be read in conjunction with the audited carve out combined financial statements of the Filtration Division of Andrew Industries Limited as of March 31, 2013 and for the year then ended.

 

General and administrative expenses for the six month ended September 30, 2013, includes $676 of net insurance proceeds received by Southern Felt Company, Inc. in full settlement of a claim as result of a fire in a piece of equipment in its manufacturing plant in North Augusta, South Carolina.

 

CORPORATE ALLOCATIONS AND PARENT EQUITY

 

The unaudited condensed carve out combined financial statements include expense allocations for certain functions provided by the Parent Company, including but not limited to, sales and marketing, technical support, human resources, treasury and accounting, global purchasing and legal.

 

The direct costs of each Parent Company employee for the periods presented year were allocated to the Filtration Division by relating them to the percentage of estimated time spent in support of the Filtration Division. These costs included salaries, benefits, travel expenses and other operating costs.

 

For the six months ended September 30, 2013 and 2012, the Filtration Division was allocated costs totaling $971 and $1,019 respectively incurred by the Parent Company, which are included in the general and administrative expenses in the accompanying unaudited condensed carve out combined statements of income and comprehensive income.

 

The expense allocations have been determined on a basis that both the Filtration Division and the Parent Company consider to be a reasonable reflection of the utilization of services provided or the benefit received. However, the unaudited condensed carve out combined financial statements included herein may not necessarily represent what the Filtration Division’s financial position, results of operations and cash flows would have been had it been a stand-alone entity for the periods presented, or what the Filtration Division’s financial position, results of operations, and cash flows may be in the future.

 

Page 5
 

 

Filtration Division of Andrew Industries Limited
NOTES TO THE UNAUDITED CONDENSED CARVE OUT COMBINED FINANCIAL STATEMENTS

As of September 30, 2013 and March 31, 2013 and for the six months ended September 30, 2013 and

2012 (Amounts in Thousands of U.S. Dollars)

 

The amounts of common stock and retained earnings of each entity included in these combined financial statements have been reflected as Net Parent Investment in the accompanying unaudited condensed carve out combined balance sheets.

 

CARVE OUT ENTITIES

 

The principal activities of the Filtration Division are the manufacture and sale of industrial felt textile products for the pollution control, filtration, laundry and automotive industries. The country of incorporation and the ownership structure of each subsidiary are listed below:

 

   

Country of

incorporation

  Percentage ownership
Andrew Webron Limited   England   100% owned by Parent Company
Andrew Webron Filtration Limited   England   100% owned by Parent Company
Southern Felt Company Inc.   USA   100% owned by Parent Company
Andrew Industries (Hong Kong) Limited   Hong Kong   100% owned by Parent Company
Andrew Industrial Textile Manufacturing Company (Shanghai) Limited   China   100% owned by Andrew Industries (Hong Kong) Limited
Andrew Industries Textile Manufacturing Company (Wuxi) Limited   China   100% owned by Andrew Industries (Hong Kong) Limited
Andrew Industries Textile Trading Company (Shanghai) Limited   China   100% owned by Parent Company

 

NATURE OF OPERATIONS

 

Net sales for each subsidiary of the Filtration Division consist of the following for the six months periods ended September 30, 2013 and 2012, respectively:

 

   Principal
Market
  2013   2012 
Andrew Webron Limited  England  $9,786   $9,780 
Andrew Webron Filtration Limited  England   5,065    1,805 
Southern Felt Company Inc.  USA   32,545    36,798 
Andrew Industrial Textile Manufacturing Company (Shanghai) Limited  China   15,509    11,283 
Andrew Industries Textile Manufacturing Company (Wuxi) Limited  China   2,278    2,489 
Andrew Industries Textile Trading Company (Shanghai) Limited  China   73    83 
      $65,256   $62,238 

  

Andrew Industries (Hong Kong) Limited is a holding company and, as a result, did not generate any net revenues for the six month periods ended September 30, 2013 and 2012.

 

Page 6
 

 

Filtration Division of Andrew Industries Limited
NOTES TO THE UNAUDITED CONDENSED CARVE OUT COMBINED FINANCIAL STATEMENTS

As of September 30, 2013 and March 31, 2013 and for the six months ended September 30, 2013 and

2012 (Amounts in Thousands of U.S. Dollars)

 

NOTE 1 – BASIS OF PRESENTATION (CONTINUED)

 

Total assets for each subsidiary of the Filtration Division consist of the following as of September 30, 2013 and March 31, 2013:

 

   September  30,
2013
   March 31,
2013
 
Andrew Webron Limited  $17,946   $15,182 
Andrew Webron Filtration Limited   5,945    5,040 
Southern Felt Company Inc.   44,422    45,108 
Andrew Industrial Textile Manufacturing Company (Shanghai) Limited   22,952    22,123 
Andrew Industries Textile Manufacturing Company (Wuxi) Limited   4,170    4,117 
Andrew Industries Textile Trading Company (Shanghai) Limited   404    352 
Andrew Industries (Hong Kong) Limited   81    54 
   $95,920   $91,976 

  

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of combination 

The accompanying unaudited condensed carve out combined financial statements have been prepared in U.S. GAAP and include the accounts of the Filtration Division. All intra-divisional transactions and balances have been eliminated.

 

Use of estimates 

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions. These estimates and assumptions 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 revenue and expenses during the periods presented. The most significant estimates and assumptions included in these financial statements are the valuation of inventory and the recoverability of accounts receivable. Actual results could differ from these estimates and assumptions.

 

Subsequent events 

Management has evaluated subsequent events for potential disclosure in or adjustment to the combined financial statements through May 2, 2014, the date that the accompanying unaudited condensed carve out combined financial statements were available to be issued. Based on such evaluation, other than as disclosed in Note 8, no events have occurred that in the opinion of management warrant disclosure in or adjustment to the unaudited condensed carve out combined financial statements.

 

Page 7
 

 

Filtration Division of Andrew Industries Limited
NOTES TO THE UNAUDITED CONDENSED CARVE OUT COMBINED FINANCIAL STATEMENTS

As of September 30, 2013 and March 31, 2013 and for the six months ended September 30, 2013 and

2012 (Amounts in Thousands of U.S. Dollars)

 

NOTE 3 – INVENTORY

 

Inventory consists of the following as of September 30, 2013 and March 31, 2013:

  

   September 30,
2013
   March 31,
2013
 
Raw Materials  $11,357   $10,238 
Work in Process   2,166    2,025 
Finished Goods   12,189    10,677 
    25,712    22,940 
Less inventory reserve   (2,000)   (1,449)
   $23,712   $21,491 

 

NOTE 4 – LINES OF CREDIT

 

Lines of credit consist of the following as of September 30, 2013 and March 31, 2013:

  

   September 30,
2013
   March 31,
2013
 
Line of credit – UK  $2,398   $1,888 
Line of credit – U.S.   779    1,631 
   $3,177   $3,519 

  

Andrew Webron Limited and Andrew Webron Filtration Limited are both part of the same credit facility, which provides the Parent Company and its UK subsidiaries with an operating line of credit. This facility is arranged by the Parent Company and total borrowings on this facility as of September 30, 2013 were $10,167. The line of credit bears interest at UK base rate (0.5% at September 30, 2013) plus 1.9%, is due upon demand and matures in April 2015.

 

Andrew Webron Limited's and Andrew Webron Filtration Limited's outstanding balance on the line of credit was $1,480 and $918, respectively, as of September 30, 2013 and $1,466 and $422, respectively, as of March 31, 2013. Both lines of credit are secured by an interest in their respective land and buildings. In addition Andrew Webron Filtration Limited's line of credit is also secured by an interest in all of its other assets.

 

These lines of credit are guaranteed by the Parent Company and its UK subsidiaries. See Note 7 for additional information. The UK lines of credit were repaid in February 2014.

 

Southern Felt Company has a $5,000 line of credit with a bank, which is due upon demand and matures on November 10, 2014. Borrowings under the line bear interest at the variable one month LIBOR rate (0.18% at September 30, 2013) plus 2.35%. The availability under this line of credit is based on eligible receivables and eligible inventory, as defined in the line of credit agreement. Maximum borrowing capacity under this line credit as of September 30, 2013 was $4,141 and as of March 31, 2013 was $3,766. The outstanding balance on this line of credit as of September 30, 2013 was $779 and as of March 31, 2013 was $1,631.

 

The line of credit is secured by inventory and guaranteed by the Parent Company and Southern Felt Company’s subsidiary. The Southern Felt Company line of credit was repaid in February 2014.

 

Page 8
 

 

Filtration Division of Andrew Industries Limited
NOTES TO THE UNAUDITED CONDENSED CARVE OUT COMBINED FINANCIAL STATEMENTS

As of September 30, 2013 and March 31, 2013 and for the six months ended September 30, 2013 and

2012 (Amounts in Thousands of U.S. Dollars)

 

NOTE 5 – LONG TERM DEBT - RELATED PARTIES

 

Long term debt - related parties consists of the following as of September 30, 2013 and March 31, 2013: 

 

   September 30,
2013
   March 31,
2013
 
         
Andrew Industries (Hong Kong) Limited has a demand loan payable to Andrew Industries Limited U.K., unsecured, interest accruing at UK base rate (0.50% at September 30, 2013) plus 1.9%.  The loan does not have a set repayment schedule.  This note was repaid in February 2014.  $8,656   $8,637 
           
Andrew Industries Textile Manufacturing Company (Wuxi) Limited has a loan payable to BMP Asia Industries (Shenzhen) Company Limited which is unsecured and bears interest  at a fixed rate of 3.05%.  The loan matured on August 8, 2013 and was renewed with a new maturity date of September 26, 2015.   650    637 
           
Andrew Industries Textile Manufacturing Company (Wuxi) Limited has a loan payable to BMP Asia Industries (Shanghai) Company Limited which is unsecured and bears interest at a fixed rate of 3.05%. The loan matured on April 10, 2013 and was renewed with a new maturity date of April 30, 2014.   650    637 
           
Andrew Industrial Textile Manufacturing Company (Shanghai) Limited has a loan payable to BMP Asia Industries (Shenzhen) Company Limited which is unsecured and bears interest at a fixed rate of 3.05%.  The loan matured on June 23, 2013 and was renewed with a new maturity date of June 24, 2014. This loan was repaid in April 2014.   650    637 
           
Andrew Industrial Textile Manufacturing Company (Shanghai) Limited has loans payable to the Parent Company, unsecured, interest accruing at LIBOR on the date of draw down plus 1.5%.  As of September 30, 2013, the interest rates on outstanding loans ranged from 1.79% to 6.89%.   The loan is due upon demand.   2,290    2,275 
           
Andrew Webron Limited has a demand loan payable to the Parent Company, unsecured, interest accruing at UK base rates (0.50% at September 30, 2013) plus 1.9%.  The loan does not have a set repayment schedule.  This note was repaid in February 2014.   2,024    946 
           
Andrew Webron Limited has a demand loan payable to Andrew Textile Industries Limited, unsecured, non-interest bearing.  The loan does not have a set repayment schedule.  This note was repaid in February 2014.   414    390 
           
    15,334    14,159 
Less current portion of long term debt – related parties   (14,684)   (12,248)
   $650   $1,911 

 

As of September 30, 2013 and March 31, 2013, accrued interest due to related parties on the above borrowings totaled $2,110 and $1,899 respectively.

 

Page 9
 

 

Filtration Division of Andrew Industries Limited
NOTES TO THE UNAUDITED CONDENSED CARVE OUT COMBINED FINANCIAL STATEMENTS

As of September 30, 2013 and March 31, 2013 and for the six months ended September 30, 2013 and

2012 (Amounts in Thousands of U.S. Dollars)

 

NOTE 6 – LONG TERM DEBT

 

Long term debt consists of the following as of September 30, 2013 and March 31, 2013:

 

   September 30,  
2013
   March 31,
2013
 
         
Southern Felt Company has a note payable to a bank, secured by all of Southern Felt Company’s assets, interest accruing at the one month LIBOR rate (0.18% at September 30, 2013) plus 1.7%, monthly principal payments ranging from approximately $48 to $66, plus accrued interest, through January 2014.  The note was repaid in January 2014.  $824   $1,243 
           
Southern Felt Company has a note payable to a bank, secured by equipment, interest accruing at the one month LIBOR rate (0.18% at September 30, 2013) plus 1.7% monthly principal payments ranging from approximately $9 to $11, plus accrued interest, through October 2015. This note was repaid in February 2014.   242    315 
           
Southern Felt Company has a mortgage note payable to a bank, secured by buildings, interest accruing at the one month LIBOR rate (0.18% at September 30, 2013), plus 1.7%, monthly principal payments ranging from approximately $15 to $21, plus accrued interest, through July 2016. This note was repaid in February 2014.    557    667 
           
Southern Felt Company has a mortgage note payable to a bank, secured by buildings, interest accruing at the one month LIBOR rate (0.18% at September 30, 2013) plus 1.7%, monthly principal payments ranging from approximately $6 to $10, plus accrued interest, through October 2017.  This note was repaid in February 2014.   448    502 
           
Southern Felt Company has a note payable to a bank, secured by equipment, interest accruing at the one month LIBOR rate (0.18% at September 30, 2013) plus 2.5%, monthly principal payments of approximately $83 plus accrued interest, through July 2015.  This note was repaid in February 2014.   1,833    2,333 
    3,904    5,060 
Less current portion of long term debt   (2,215)   (2,254)
   $1,689   $2,806 

  

The long term debt for Southern Felt Company, Inc. is payable to the same bank and is subject to a number of financial covenants, including (i) a tangible net worth of at least $24,000 (ii) debt to tangible net worth of no more than 1.75 to 1 (iii) cash flow coverage ratio of at least 1.3 to 1 (iv) funded debt to EBITDA ratio of no more than 2.75 to 1. Southern Felt Company was in compliance with all financial covenants as of September 30, 2013 and March 31, 2013.

 

NOTE 7 – CONTINGENCIES

 

There is an unlimited cross guarantee between Andrew Webron Limited and the Parent Company and its UK subsidiaries (including Andrew Webron Filtration Limited), in respect of bank borrowing of $22,512 as of September 30, 2013.

 

Page 10
 

 

Filtration Division of Andrew Industries Limited
NOTES TO THE UNAUDITED CONDENSED CARVE OUT COMBINED FINANCIAL STATEMENTS

As of September 30, 2013 and March 31, 2013 and for the six months ended September 30, 2013 and

2012 (Amounts in Thousands of U.S. Dollars)

 

There is an unlimited cross guarantee between Andrew Webron Filtration Limited and the Parent Company and its UK subsidiaries (including Andrew Webron Limited), in respect of bank borrowing of $21,983 as of September 30, 2013.

 

The Filtration Division is subject to certain legal matters arising in the normal course of business, the outcome of which cannot be predicted. In the opinion of management, none of these matters will have a material impact on the financial condition, results of operations of cash flows of the Filtration Division.

 

NOTE 8 – SUBSEQUENT EVENTS

 

On February 20, 2014, the Parent Company sold the Filtration Division to Lydall, Inc. for approximately $86.7 million.

 

Page 11