XYX Widget Company, Inc. |BUSINESS INFORMATION REPORT Overview Company History Company Milestones Our Business Model Purpose Vision Corporate Strategies Dominant Orientation Values Goals Sales Philosophy Strengths and weaknesses Opportunities and threats Products and Services 7| (Narrative with photos) (Sales volume and # units produced) 10 | Customers Top 10 Customers Revenue By Region Map 1| 2| 3| 3| 14 | Our Team Management Team Employees Suppliers 17 | 19 | Facilities and Equipment 24 | Information Systems 25 | Proprietary Assets and Intellectual Property 26 | Legal, Regulatory and Environmental 27 | Strategic Initiatives 30 | Financial Information Financial and Operational Highlights Income Statements and Balance Sheets Key Performance Indicators Notes to Financial Statements 38 | Outlook and Forecasts 39 | Ownership 40 | Relationships and Advisors 41 | Supplementary Information Federal income tax returns Corporate books and records Contracts, agreements and other arrangements Overview 29 XYX is a 29 year old business 38 XYZ sells to companies in 38 states $30 Million Revenue for 2014 115 Employees XYZ Widget Company, Inc. is a major producer of aluminum widgets for the North American transportation industry. The company's owners are seeking a strategic buyer as they plan for the next three years. As XYZ Widget Company's owners, we are proud of our company's heritage. We have grown from a basement based side business into a thriving industry leader over the past twenty nine years. Further, our company culture has been established so that we are poised to continue to grow and expand as opportunities arise. At this point, we have decided to proactively seek an acquisition partner in order to position XYZ to be a perpetual company. We have no misconception that succession transition for a company our size should be easy. For these reasons, we will dedicate the time and energy needed for XYZ to thrive under its new owners. Therefore, we are pleased to provide this comprehensive Business Information Report as a tool for facilitating dialogue and decision making to our prospective acquisition partners. Our purpose in providing this is to help streamline and accelerate the due diligence and decision making processes. All information contained in this report has been compiled based on our internal company documents. We have used our best efforts to insure that the information is accurate and not misleading. However, we make no guarantee that the information is error free. Company History A Casual Remark Started It In 1985 John McFarlane was a mid-level engineer with a Fortune 500 manufacturer. Although John was a hard-working conscientious employee, there was nothing remarkable about his career at that point. At 38 years of age he had a good job and was comfortable with his position in life. Then in one rather ordinary meeting, John happened to pick up on something that would change his life forever. For some reason, a purchasing agent's casual remark sounded "like a megaphone in my ear" according to McFarlane. That remark was simply “it’s next to impossible to find quality aluminum widgets these days”. For the next week John had a constant thought of “why not?”. Aluminum widgets were certainly not some kind of high tech and highly customized product. As the ensuing weeks passed, John began to think more along the lines of “why not solve this problem”. As the restlessness set in, John began to deeply question his purpose in life. Did he want to be known as an engineer with a good job? Instead, why not do something truly important and remarkable? At that point, John viewed the widget opportunity as a means to impress the executives in his company. He was wondering whether or not he had the energy to discover a manufacturer that could serve as a strategic supplier for his company. If successful with solving the widget problem, he would surely get a healthy raise and/or bonus as well as position himself for a promotion. Beginning To Sense Something Big John’s quest for an aluminum widget source quickly revealed that the purchasing agent was not exaggerating; indeed, there were no manufacturers to be found that were committed to producing quality aluminum widgets. As a result, John decided to build a strong business case and pitch the idea of supplying aluminum widgets to the manufacturers he had spoken with earlier. He was certain that at least one company would be ready to produce the widgets needed after hearing about his company’s current need and three year forecast. John’s interest in aluminum widgets exploded when he saw the purchasing agent at lunch one day during this phase. John directly asked him “do you think that other companies or industries have a need for aluminum widgets like we do?”. Fortunately for John, the purchasing agent had been in similar roles across other companies and industries. He responded immediately by indicating that aluminum widgets seemed to be a challenge across the board. John received confirmation of this void in the market after calling three references provided by the purchasing agent. Despite John’s enthusiasm and the apparent emerging opportunity, he could not get more than an introductory conversation with the prospective manufacturers he called on. John was blown away by their lack of interest. In his mind, they were all missing a huge opportunity. Nonetheless, John had his on-going daily responsibilities so he decided to let go of the idea. Little did he know then that the idea would not let go of him! The Family Reunion As the months passed John’s interest began to wane, yet he still thought about other ways to possibly solve the widget problem. But, he became reignited at a family reunion. Surrounded by cousins his age who were achieving apparent significant career success, John felt as though he might be wasting his life away. About that time a well intentioned uncle referred to John as a “steady Eddie engineer” who would likely remain a company man and retire from the only company he ever worked for. Seemingly out of nowhere John blurted, “Well I am starting my own business soon”. He couldn’t believe the words as they were coming out of his mouth. Yet after he said it he felt no reason to apologize or clarify. This was John's defining moment. Adding fuel to his fire was the fact that most of the family members repsonded to his remark with expressions of "that's nice John." Company History (continued) A Basement and A Breakthrough Fast forward 18 months post-reunion…John was spending most nights and weekends in his basement learning about aluminum widgets, designing a prototype, and determining how to make them. Whenever he felt like giving up, he referred to a 3” X 5” index card that he had posted in his shop. On that card John had hand written “That’s nice John” as encouragement to keep pushing. The Journey Although there have been many peaks and valleys and close calls over the following 29 year journey, there’s no question that XYX Widget Company has been successful. John and TeamXYX have gained wisdom and strength from the years together on this journey. It has been a truly remarkable ride! Along the way he was networking with machinery brokers to find used equipment that he could buy. He was excited to find the two critical pieces he needed from a company in financial distress. However, the fact that they were in distress was a sobering reality check for John that he was venturing into risk like he had never known before. After numerous trial and errors John finally produced an aluminum widget that he thought would work. Now what? John decided that the best thing to do would be to go straight to his boss, show him the widget and see what he thought. After initially admiring the attractive design, John’s boss pointed out the conflict of interest. John would not be able to sell them to his publicly traded employer. Ultimately, John was able to convince the powers that be to agree to a no strings attached pilot project to see how the widgets performed. John McFarlane's Work Bench - circa 1987 The initial results were overwhelmingly positive. The prototype widgets would work and be a viable product in the market. A Mega Decision With the clear success of the initial aluminum widgets, John was forced to make a critical decision. Should he stick with the comfort and security of his job or take a huge leap of faith and start his own company. It would be risky for sure, but John’s instincts convinced him that there really was no decision to make. He had to start the company or he would live with regret the rest of his life. Widget Prototype #1 Company Milestones FY 2009 $20,000,000 in revenue for the first time 11/2006 Expansion into Canada 500,000th widget is sold. 1992 First 3 employees are hired as core team. 1990 First facility is opened. XYZ Widget Company is Incorporated. 4/1/1988 First Aluminum Widget produced. McFarlane's Family Reunion where he blurts "I am starting my own business soon." Feb 1988 May 1986 Purchasing Agent, "It''s next to impossible to find quality aluminum widgets" Fall 1985 2005 Business Model PURPOSE To profitably design, manufacture and sell innovative products and services. VISION To be recognized by customers as the preferred provider of products, services and solutions in all markets we serve. CORPORATE STRATEGIES Employees – recruit, develop and retain the best human resources. Financial – Revenue and pre-tax profit growth of at least 10% annually while improving returns on invested capital and minimizing risks. Manufacturing – Produce quality, safe products at a reasonable cost. Marketing – Develop, segment and increase market share annually. Products and Services – Create innovative products and solutions that exceed customer expectations. DOMINANT ORIENTATION Long-term view, customer success driven and financially oriented. VALUES Customers first Financial stability Integrity Quality Teamwork Enjoyable work environment GOALS - Provide our customers with quality, reliable products, services and solutions at equitable process. - Provide employees with a challenging, stable, safe and enjoyable work environment. - Provide profit and cash flow required to sustain growth, stability and targeted returns. - Develop and maintain mutually beneficial relationships with suppliers. - Be a good corporate citizen in our community. SALES PHILOSOPHY Our legacy began with a highly focused and energized direct sales method. This has served us well and we remain committed to it. Here are elements of that approach: - Home-grown sales representatives. - Quota based compensation system. - Fostering long-term customer relationships. - Utilizing technology as a sales tool where it makes sense. - Integrated approach - - sales, manufacturing, inside sales, and service collaborating to serve customers. STRENGTHS - Our product portfolio is the widest and deepest in the industry. - Direct sales channel has proven powerful for account acquisition and retaining customers over the long haul. - Manufacturing equipment and facilities. - Reputation in the market and community. WEAKNESSES - Operational processes are not optimized. - Lack of quality partnerships with logistics companies. - Management training program needs development. OPPORTUNITIES - Off shore raw materials sourcing. - Expansion of sales into Europe. - Strategic alliances with established customers to provide greater production planning stability. - Product line expansion beyond aluminum widgets - use other base materials. THREATS - Governmental regulation impacting our customers business models. - Chinese competition - low quality but undercutting prices. - The availability of skilled labor in our market. - Larger, publicly traded corporations looking at our competitors as an acquisition target. Customers Top 10 Customers: Three Years Ended December 31, 2014 Rank 1 2 3 4 5 6 7 8 9 10 Customer Penguin Manufacturing Inc. Yellow Lamp Enterprises LLC Openhouse Consumables Co. Zathdom LLC Volbase Tin, Inc. Flendexon Consolidated Products Inc AlphaPlus Industries Inc. Viva Holdings LLC Konron Specialties Inc. E-High Controls Inc. All Others Total Revenue By Region Average Annual Sales Volume $2,115,491 $1,574,004 $1,482,751 $1,464,829 $1,279,400 $1,212,181 $1,200,181 $1,022,684 $994,185 $567,688 $4,435,933 % of Total 12.2% 9.1% 8.5% 8.4% 7.4% 7.0% 6.9% 5.9% 5.7% 3.3% 25.6% $17,349,327 100.0% Management Team John McFarlane Chief Executive Officer b.1947 Patrick Regan Vice President - Operations b.1962 Mark Wilson Chief Financial Officer b.1966 John was appointed to the Board in September 2011 and became Chairman on 1 July 2012. He chairs the Nomination Committee. He has recently been appointed Chairman of FirstGroup plc (transport operator), and is a Non-Executive Director of Westfield Holdings Ltd (retail mall developer and operator) and Old Oak Holdings Ltd (financial holding company). Previously, John was Chief Executive Officer of Australia and New Zealand Banking Group Ltd (banking), Executive Director at Standard Chartered plc (banking), Managing Director of Citicorp Investment Bank Ltd and later head of Citicorp and Citibank in the UK and Ireland (banking). Formerly a Non-Executive Patrick joined the Board in February 2010 as Chief Financial Officer. He is currently a member of the supervisory board of Delta Lloyd NV (insurance) which was formerly an associate company of Aviva plc. Prior to joining Aviva, Patrick had been Group Chief Financial Officer and Chief Operating Officer at Willis Group (insurance). He was also Chairman of Willis Capital Markets and Advisory, the investment banking business which he established. Patrick was also Group Financial Controller at Royal & Sun Alliance plc (insurance), and finance and claims director for UK general insurance at AXA SA (insurance). He began his career in General Electric Capital (financial services), Mark joined the Board in December 2012 and became Group Chief Executive Officer on 1 January 2013. He was formerly Chief Executive Officer and President of AIA Group (insurance) which he repositioned into the leading pan-Asian insurance company, improved its market valuation and successfully navigated the company through the global financial crisis and prepared it for an IPO. The company emerged as a stronger and significantly more valuable independent entity, leading to the largest IPO in corporate history in Hong Kong. Mark was previously Chief Executive Officer of AXA China and Chief Executive Officer of AXA South East Asia (insurance). He also held a number of senior management positions at National Mutual Employees Charlie Parker Inside Sales Rep. Christopher Pederson Transportation Supervisor Janice Peery Matthew Phillips Marketing Coordinator Press Operator born: 11/07/1987 hired: 12/15/2007 salary: $42,750 education: B.S. business admin. - Univ. of Vermont personal: single, avid fisherman. born: 1/1/1967 hired: 5/6/1987 salary: $55,000 education: high school graduate personal: married, 2 grown kids, Chicago Bears fan. born: 6/5/1975 hired: 12/1/2002 salary: $45,000 education: B.S., english Boston College personal: married, 1 child, social media guru. born: 6/5/1995 hired: 12/1/2010 salary: $18.50 per hour education: GED personal: married, 1 child, motorcycle enthusiast Billy Reed Tazi Richardson Constance Sain Kurt Seegar Information Technology Equipment Maintenance Accounts Receivable Plant Foreman born: 11/07/1994 hired: 9/1/2013 salary: $38,750 education: Associates Degree ITT Tech personal: single, self-proclaimed computer games geek. born: 11/07/1987 hired: 12/15/2007 salary: $13.50 per hour education: high school graduate personal: divorced, 1 child. born: 5/5/1955 hired: 12/1/285 salary: $47,250 education: GED personal: married, 1 child, 2 grandchildren, fantastic cook. born: 8/16/1960 hired: 1/1/1985 salary: $66,250 education: GED personal: divorced, 4 children, rock climber. Chad Scott Rosie Starner Adam Thomason Front Desk Rod Tapscott Outside Sales International Sales Engineer born: 11/07/1987 hired: 12/15/2007 salary: $42,750 education: B.S. business admin. - Univ. of New Hampshire personal: married, played on college baseball team born: 6/5/1995 hired: 12/1/2010 salary: $18.50 per hour education: GED personal: married, 1 child. born: 3/13/1962 hired: 7/22/1999 salary: $110,000 education: B.S. international business, Cambridge Univ. personal: married, 3 children, speaks fluent French. born: 6/5/1995 hired: 5/15/2013 salary: $85,600 education: B.S., mechanical enginnering, SUNY personal: married, 2 children, sings in church choir Facilities 2716 Medford Street - Atlanta, GA 90033 Building Area....................................36,000 +/- sq. ft. Land Area.........................................54,000 +/- sq. ft. Year Built...........................................................1989 Zone.............................................................GA MR1 APN.....................................................5202-023-012 Clearance Height..................................................24' Parking................................................................40+ Dock High Positions................................................1 Ground Level Loading Doors..................................2 Office Area.........................................3,000 +/- sq. ft. Equipment Widget Production Equipment Photos (2) Fire Tube Boilers Year: 1985 Make: Tube Master Model: TM-1005 Location/Asset #: 1562 Date Purchased: 1/15/1990 Cost: $250,000 Book Value: $25,000 Appraised Value: $85,000 Specifications: Horizontal Hydraulic Press Year: 2005 Make: Thomas Hydraulics Model: W1563 Location/Asset #: 1563 Date Purchased: 6/15/2006 Cost: $85,000 Book Value: $70,000 Appraised Value: $79,000 Specifications: CNC Lathe Year: 2007 Date Purchased: 6/15/2006 Make: CNC Works Cost: $35,000 Model: CNC 500HN Book Value: $25,000 Location/Asset #: 1610 Appraised Value: $27,500 Specifications: U2A System Year: 2009 Make: U2A Experts Date Purchased: 2/15/2010 Cost: $650,000 Model: 1500 Book Value: $550,000 Location/Asset #: 1653 Appraised Value: $635,000 Specifications: Income Statements For the year ended December 31, Revenue 2014 27,289,920 2013 27,633,858 2012 26,905,315 2011 25,348,381 2010 24,334,446 Materials 8,577,775 9,219,522 9,017,366 8,618,738 8,230,895 Labor 6,004,443 6,453,665 6,312,156 6,033,117 5,761,626 Cost of Revenue Overhead 2,573,333 2,765,857 2,705,210 2,585,621 2,469,268 Total Cost of Revenue 17,155,550 18,439,044 18,034,731 17,237,476 16,461,790 Gross Profit 10,134,370 9,194,814 8,870,584 8,110,905 7,872,656 Percentage 37.1% 33.3% 33.0% 32.0% 32.4% Operating Expenses Salaries and Wages 1,524,679 1,389,210 1,262,556 1,023,748 920,349 Employee Benefits 381,170 347,302 315,639 255,937 230,087 Travel 238,231 217,064 197,274 159,961 143,805 Office Expense 476,462 434,128 394,549 319,921 287,609 Insurance 714,693 651,192 591,823 479,882 431,414 Professional Services 152,468 138,921 126,256 102,375 92,035 Utilities 381,170 347,302 315,639 255,937 230,087 All Other 895,749 816,161 741,751 601,452 540,705 Total Operating Expenses 4,764,623 4,341,280 3,945,486 3,199,212 2,876,092 Depreciation, Interest, Taxes 2,231,760 2,231,760 1,512,287 2,273,819 2,044,163 Net Income (Loss) 3,137,987 2,621,774 3,412,811 2,637,874 2,952,401 EBITDA 5,369,747 4,853,534 4,925,098 4,911,693 4,996,565 Balance Sheets As of December 31, Assets 2014 2013 2012 2011 2010 228,100 862,835 486,436 264,775 264,775 2,584,670 2,379,008 2,362,396 3,199,746 3,199,746 Raw Materials 3,520,614 2,547,453 1,731,821 2,401,788 2,401,788 Work In Process 1,350,771 977,394 810,578 527,938 527,938 Finished Goods 3,378,553 2,444,660 2,460,885 1,523,685 1,523,685 8,249,938 5,969,507 5,003,284 4,453,411 4,453,411 431,109 360,305 409,539 67,105 67,105 Total Current Assets 11,493,817 9,571,655 8,261,655 7,985,037 7,985,037 Property Plant & Equipment 11,156,204 8,723,266 7,340,154 6,775,913 6,775,913 8,262,221 - 7,120,476 - 6,443,863 - 6,443,863 Cash Accounts Receivable Inventory Total Inventory Prepaid Expenses Less: Accumulated Depreciaiton Total Fixed Assets Total Assets 9,802,862 1,353,342 461,045 219,678 332,050 332,050 12,847,159 10,032,700 8,481,333 8,317,087 8,317,087 1,485,840 1,148,993 411,586 1,461,330 1,461,330 58,486 47,418 99,543 68,297 68,297 478,000 48,000 271,795 705,505 705,505 2,022,326 1,244,411 782,924 2,235,132 2,235,132 287,707 213,535 213,535 Liabilities and Shareholders' Equity Accounts Payable Payroll Tax Liabilities Bank Loans Total Current Liabilities Long-Term Liabilities - Total Liabilities - 2,022,326 1,244,411 1,070,631 2,448,667 2,448,667 Common Stock 56,500 56,500 56,500 56,500 56,500 Additional Paid-In Capital 14,953 14,953 14,953 14,953 14,953 11,854,820 8,716,836 9,209,779 6,448,477 6,448,477 Shareholders' Equity Retained Earnings Dividends - 1,101,440 - - 1,870,530 - 651,510 - 651,510 Total Shareholders' Equity 10,824,833 8,788,289 7,410,702 5,868,420 5,868,420 Total Liabilities and Equity 12,847,159 10,032,700 8,481,333 8,317,087 8,317,087 Key Performance Indicators Financial KPI's Our performance Revenue Growth (CAGR) Revenue Compound Annual Growth Rate (4 yrs) Relevance and measurement Performance Top line revenue growth is the first The combination of a stagnant economy, measurement that we emphasize in order to compression in the industries we serve and achieve our objectives and remain a healthy increased competitiion has compressed our 6.0% business. In our view, if we are not growing CAGR in 2014. We strive to maintain a 5.0% then our business is dying. Compound minimum 5% CAGR annually. Therefore, we 4.0% Annual Growth Rate (CAGR) is calculated on have implemented a specific strategic initiative 3.0% a rolling four year basis for our purposes. in 2015 to address this concern. 8.0% 7.0% 2.0% 1.0% 0.0% 2010 2011 2012 2013 2014 Gross Profit Percentage Gross Profit Percentage Relevance and measurement Performance Gross profit margin is a top indicator of how The company experienced a rather significant efficient our company is in producing our improvement in gross profit percentage in 2014. products. More specifically, it provides us a This is attributable mostly to our 76% increase 36.0% gauge on the relationship between our in orders for our XYZ widget product, which is 35.0% product pricing and the direct labor, materials the company's highest profit margin product. and overhead used in producing those Although we will continue to promote those 32.0% products. products it's unlikely that levels like the 2014 31.0% gross profit percentages will be realized in 38.0% 37.0% 34.0% 33.0% 30.0% 29.0% 2011 2015. Our expectation is in the 34% - 35% 2012 2013 2014 range for 2015 and beyond. Operating Expenses Relevance and measurement Performance Managing our expenses is essential to Operating expenses have grown steadily over meeting and exceeding customer the past three years reflecting the company's expectations and providing stability to overall strategy to establish an infrastructure to achieve our goals. Operating expenses support current and future growth. Additionally, include all selling, general and administrative operating expenses as a percentage of revenue expenses such as: payroll expenses, travel, for 2014 was 17.5%, which management and office supplies. considers to be within a reasonable range.These expenditures are anticipated to level off over the next three years. Operating Expenses (millions) $5.5 $5.0 $4.5 $4.0 $3.5 $3.0 $2.5 $2.0 $1.5 $1.0 $0.5 $0.0 2011 2012 2013 2014 Key Performance Indicators Financial KPI's Our performance EBITDA Relevance and measurement Performance EBITDA is essentially net income with The company experienced a strong EBITDA interest, taxes, depreciation and amortization performance in 2014 following last year's added back. Therefore, it is a commonly used decrease. The vast majority of this increase measure to evaluate a company's was the result of the increase in gross profit performance without factoring financing percentages shown earlier in this report. EBITDA (millions) $5.5 $5.4 $5.3 $5.2 $5.1 $5.0 $4.9 decisions, accounting decisions or tax $4.8 implications. $4.7 $4.6 $4.5 2011 2012 2013 2014 Days Sales Outstanding (DSO) Relevance and measurement Performance Days sales outstanding ratio (DSO) is a Although the average DSO for the year ended measure of the company's efficiency in sales December 31, 2014 increased approximately collections activities. It calculates the average three days to 34.6, it is still within range of our number of days it takes to collect our trade target of less than 36 days. Further, this is the receivables. It is calculated by dividing the third consecutive year of an acceptable average outstanding accounts receivable performance for DSO. balances by the amount of credit sales DSO 50 45 40 35 30 25 20 15 10 5 multiplied by the number of days in the period 0 2011 covered in the calculation. 2012 2013 2014 Inventory Turns Relevance and measurement Performance The inventory turnover ratio is an efficiency Inventory turns remained flat at 2.4 in 2014. ratio that shows how effectively inventory is This area has been identified as a strategic managed by comparing cost of goods sold initiative for 2015. Management's initial with average inventory for a period. This impression is that this is a multi-facted measures how many times average inventory challenge. Improvements are being targeted for is "turned" or sold during a period. It is production thru-put times, inventory controls calculated by dividing cost of goods sold by and vendor selection processes. average inventory for the period being considered. Inventory Turns 4.5 4 3.5 3 2.5 2 1.5 1 0.5 0 2011 2012 2013 2014 Relationships and Advisors Name Firm Address Phone Email Bank of America 1150 Financial Blvd Philadelphia, PA 12525 212-555-1212 jcarter@ boa.com McCoy & Associates 2 Spectrum Plaza Pittsburg, PA 21536 222-555-1212 [email protected] Baker, Snit & Jones CPAs 15 Wells Tower Pittsburg, PA 21536 222-555-2121 [email protected] Padgett Risk Group 3122 Savoy St West Chester, PA 11555 206-555-1212 [email protected] 1515 West 53rd St New York, NY 12125 312-565-1523 [email protected] Banker John Carter Attorney Ralph McCoy CPA Gwen Baker Insurance John Padgett Merger/Acquisition Broker Rick Stansberry Value Partners Ownership Title Ownership Address Phone Email 80% 2716 Medford St Atlanta, GA 90033 212-555-1212 [email protected] 5% 2716 Medford St Atlanta, GA 90033 212-555-1212 [email protected] 5% 2716 Medford St Atlanta, GA 90033 212-555-1212 [email protected] 4% 2716 Medford St West Chester, PA 11555 212-555-1212 [email protected] 2% 2716 Medford St West Chester, PA 11555 212-555-1212 [email protected] 2% 2716 Medford St West Chester, PA 11555 212-555-1212 [email protected] 2% 2716 Medford St West Chester, PA 11555 212-555-1212 [email protected] John McFarlane Chairman/CEO Patrick Regan VP, Operations Patrick Regan VP, Operations Keith McFarlane Board Member Wilson Jamison Jr Board Member Janice Wilson Board Member Henry Farmer Board Member
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