UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K/A

 


 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): November 2, 2017 (October 2, 2017)

 


 

MCBC Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

 


 

Delaware

 

001-37502

 

06-1571747

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

100 Cherokee Cove Drive
Vonore, Tennessee

 

37885

(Address of Principal Executive Offices)

 

(Zip Code)

 

(423) 884-2221

(Registrant’s telephone number, including area code)

 

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o                      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

 

o                      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

 

o                      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 

o                      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company                                              x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    x

 

 

 



 

EXPLANATORY NOTE

 

On October 2, 2017, MCBC Holdings, Inc., a Delaware corporation (the “Company” or the “Purchaser”) acquired all of the outstanding membership interests and other equity securities of Nautic Star, LLC, a Mississippi limited liability company (“Nautic Star”) from its existing members (collectively, the “Sellers”) pursuant to a membership interest purchase agreement, dated as of October 2, 2017 (the “Membership Interest Purchase Agreement”), by and among the Purchaser, Nautic Star, the Sellers and each of the other parties thereto (the “Acquisition”).

 

This Amendment No.1 to the Current Report on Form 8-K/A (“Amendment No. 1”) amends and supplements Item 9.01 of the original Current Report on Form 8-K filed by the Company on October 2, 2017 (the “Initial Form 8-K”) to provide certain historical financial statements for Nautic Star and certain pro forma financial information in connection with the Acquisition. Any information required to be set forth in the Initial Form 8-K that is not being amended or supplemented pursuant to this Amendment No. 1 is hereby incorporated by reference. Except as set forth herein, no modifications have been made to the information contained in the Initial Form 8-K and the Company has not updated any information contained therein to reflect the events that have occurred since the date of the Initial Form 8-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Initial Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(a) Financial Statements of Businesses Acquired.

 

1.                                      The consolidated financial statements of Nautic Star, LLC as of and for each of the fiscal years ended December 31, 2016 and 2015, together with the notes thereto and the report of independent public accounting firm thereon, are filed as Exhibit 99.1 to this Amendment No. 1 to Current Report on Form 8-K/A and are incorporated herein by reference.

 

2.                                      The consolidated financial statements of Nautic Star, LLC as of and for each of the fiscal years ended December 31, 2015 and 2014, together with the notes thereto and the report of independent public accounting firm thereon, are filed as Exhibit 99.2 to this Amendment No. 1 to Current Report on Form 8-K/A and are incorporated herein by reference.

 

3.                                      The unaudited financial statements of Nautic Star, LLC as of June 30, 2017 and for each of the six months ended June 30, 2017 and 2016, together with the notes thereto, are filed as Exhibit 99.3 to this Amendment No. 1 to Current Report on Form 8-K/A and are incorporated herein by reference.

 

(b) Pro Forma Financial Information.

 

1.                                      Unaudited pro forma condensed combined balance sheet as of June 30, 2017 and unaudited statements of operations for the year ended June 30, 2017, each giving effect to the acquisition of Nautic Star, LLC and related financing, and the notes thereto, are filed as Exhibit 99.4 to this Amendment No. 1 to Current Report on Form 8-K/A and are incorporated herein by reference.

 

(d) Exhibits.

 

The following exhibits are being furnished as part of this report:

 

2



 

Exhibit No.

 

Description

 

 

 

2.1

 

Membership Interest Purchase Agreement, dated October 2, 2017 among MCBC Holdings, Inc., Nautic Star, LLC and each of the other parties thereto (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 2, 2017)

 

 

 

10.1

 

Third Amended and Restated Credit and Guaranty Agreement, dated October 2, 2017, by and among MasterCraft Boat Company, LLC, MasterCraft Services, Inc., MCBC Hydra Boats, LLC, MasterCraft International Sales Administration, Inc., Nautic Star, LLC, NS Transport, LLC and Navigator Marine, LLC as borrowers and other credit parties, various lenders and Fifth Third Bank as the agent and L/C issuer and lender (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 2, 2017)

 

 

 

23.1

 

Consent of Franks, Franks, Jarrell & Wilemon, P.A., independent auditor for Nautic Star, LLC

 

 

 

99.1

 

Audited financial statements of Nautic Star, LLC & Subsidiaries as of and for each of the fiscal years ended December 31, 2016 and 2015, together with the notes thereto and the report of independent public accounting firm thereon

 

 

 

99.2

 

Audited financial statements of Nautic Star, LLC & Subsidiary as of and for each of the fiscal years ended December 31, 2015 and 2014, together with the notes thereto and the report of independent public accounting firm thereon

 

 

 

99.3

 

Unaudited financial statements of Nautic Star, LLC as of June 30, 2017 and for each of the six months ended June 30, 2017 and 2016, together with the notes thereto

 

 

 

99.4

 

Unaudited pro forma condensed combined balance sheet as of June 30, 2017 and unaudited statements of operations for the year ended June 30, 2017, each giving effect to the acquisition of Nautic Star, LLC and related financing, and the notes thereto

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

2.1

 

Membership Interest Purchase Agreement, dated October 2, 2017 among MCBC Holdings, Inc., Nautic Star, LLC and each of the other parties thereto (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 2, 2017)

 

 

 

10.1

 

Third Amended and Restated Credit and Guaranty Agreement, dated October 2, 2017, by and among MasterCraft Boat Company, LLC, MasterCraft Services, Inc., MCBC Hydra Boats, LLC, MasterCraft International Sales Administration, Inc., Nautic Star, LLC, NS Transport, LLC and Navigator Marine, LLC as borrowers and other credit parties, various lenders and Fifth Third Bank as the agent and L/C issuer and lender (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 2, 2017)

 

 

 

23.1

 

Consent of Franks, Franks, Jarrell & Wilemon, P.A., independent auditor for Nautic Star, LLC

 

 

 

99.1

 

Audited financial statements of Nautic Star, LLC & Subsidiaries as of and for each of the fiscal years ended December 31, 2016 and 2015, together with the notes thereto and the report of independent public accounting firm thereon

 

 

 

99.2

 

Audited financial statements of Nautic Star, LLC & Subsidiary as of and for each of the fiscal years ended December 31, 2015 and 2014, together with the notes thereto and the report of independent public accounting firm thereon

 

 

 

99.3

 

Unaudited financial statements of Nautic Star, LLC as of June 30, 2017 and for each of the six months ended June 30, 2017 and 2016, together with the notes thereto

 

 

 

99.4

 

Unaudited pro forma condensed combined balance sheet as of June 30, 2017 and unaudited statements of operations for the year ended June 30, 2017, each giving effect to the acquisition of Nautic Star, LLC and related financing, and the notes thereto

 

4



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

MCBC HOLDINGS, INC.

 

 

 

 

Dated: November 2, 2017

/s/ Timothy M. Oxley

 

Timothy M. Oxley

 

Chief Financial Officer, Treasurer and Secretary

 

5


Exhibit 23.1

 

CONSENT OF INDEPENDENT AUDITOR

 

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-212812) and Form S-8 (No. 333-205825) of MCBC Holdings, Inc. of our report dated September 20, 2017, relating to our audit of the financial statements of Nautic  Star, LLC & Subsidiaries, as of and for the years ended December 31, 2016 and 2015, and our report dated September 19, 2017, relating to our audit of the financial statements of Nautic  Star, LLC & Subsidiary, as of and for the years ended December 31, 2015 and 2014, included in this Current Report on Form 8-K/A.

 

 

/s/ Franks, Franks, Jarrell & Wilemon, P.A.

 

 

 

Fulton, Mississippi

 

November 2, 2017

 

 


Exhibit 99.1

 

FINANCIAL STATEMENTS

 

NAUTIC STAR, LLC & SUBSIDIARIES

 

Amory, Mississippi

 

Years Ended December 31, 2016 and 2015

 

Franks, Franks, Jarrell & Wilemon, P.A.

Certified Public Accountants

 



 

NAUTIC STAR, LLC & SUBSIDIARIES

 

TABLE OF CONTENTS

 

INDEPENDENT AUDITORS’ REPORT

2

 

 

FINANCIAL STATEMENTS:

 

 

 

Consolidated Balance Sheets

4

 

 

Consolidated Statements of Income & Members’ Equity

5

 

 

Consolidated Statements of Cash Flows

6

 

 

Consolidated Notes to the Financial Statements

7

 

 

SUPPLEMENTAL INFORMATION:

 

 

 

Consolidated Schedule of Selling, General, and Administrative Expenses

11

 

 

Consolidating Balance Sheets

12

 

 

Consolidating Statements of Income & Members’ Equity

13

 

 

Consolidating Statements of Cash Flows

14

 

 

Consolidating Schedules of Selling, General, and Administrative Expenses

15

 



 

P.O. Box 731

Tupelo, MS 38802

(662) 844-5226

 

P.O. Box 355

Fulton, MS 38843

(662) 862-4967

Partners

Gary Franks, CPA

Greg Jarrell, CPA

Bryon Wilemon, CPA

Jonathan Hagood, CPA

Rudolph Franks, CPA (emeritus)

 

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Partners of

Nautic Star, LLC & Subsidiary

Amory, Mississippi

 

We have audited the accompanying consolidated financial statements of Nautic Star, LLC., (a Mississippi Limited Liability Company) and subsidiaries, which comprise the consolidated balance sheets as of December 31, 2016 and 2015, and the related consolidated statements of income and members’ equity, and cash flows for the years then ended, and the related notes to the financial statements.

 

Management’s Responsibility for the Financial Statements

 

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditors’ Responsibility

 

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Nautic Star, LLC., and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

 

2



 

Report on Consolidating and Supplementary Information

 

Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The consolidating information on pages 12-15 are presented for purposes of additional analysis of the consolidated financial statements rather than to present the financial position, results of operations, and cash flows of the individual companies, and it is not a required part of the consolidated financial statements. The supplementary schedule on page 11 is presented for purposes of additional analysis and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The consolidating information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the consolidating information is fairly stated in all material respects in relation to the consolidated financial statements as a whole.

 

/s/ Franks, Franks, Jarrell & Wilemon, P.A.

 

Franks, Franks, Jarrell & Wilemon, P.A.

Fulton, Mississippi

September 20, 2017

 

3



 

NAUTIC STAR, LLC & SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2016 and 2015

 

 

 

2016

 

2015

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

3,419,093

 

$

4,703,205

 

Accounts receivable - net

 

847,796

 

237,539

 

Other receivable

 

 

61,773

 

Inventories

 

4,142,346

 

3,348,965

 

Prepaid expenses

 

159,460

 

158,746

 

 

 

 

 

 

 

Total current assets

 

8,568,695

 

8,510,228

 

 

 

 

 

 

 

PROPERTY, PLANT, AND EQUIPMENT

 

6,883,982

 

5,940,706

 

Less: Accumulated depreciation

 

(3,425,711

)

(2,809,069

)

 

 

 

 

 

 

Total property, plant & equipment

 

3,458,271

 

3,131,637

 

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

Bond issuance costs, net of accum. amort. of $10,841 and $10,038

 

1,204

 

2,007

 

Refundable deposits

 

1,110

 

1,111

 

Investment in association

 

5,000

 

5,000

 

 

 

 

 

 

 

Total other assets

 

7,314

 

8,118

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

12,034,280

 

$

11,649,983

 

 

 

 

 

 

 

LIABILITIES AND MEMBERS EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Accounts payable - trade

 

$

1,141,246

 

$

1,115,612

 

Accrued warranty reserve

 

1,860,343

 

1,722,783

 

Accrued repurchase liability

 

200,000

 

 

Other accrued expenses

 

432,603

 

518,935

 

 

 

 

 

 

 

Total current liabilities

 

3,634,192

 

3,357,330

 

 

 

 

 

 

 

MEMBERS’ EQUITY

 

8,400,088

 

8,292,653

 

 

 

 

 

 

 

TOTAL LIABILITIES AND MEMBERS’ EQUITY

 

$

12,034,280

 

$

11,649,983

 

See accompanying notes to the consolidated financial statements.

 

4



 

NAUTIC STAR, LLC & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND MEMBERS’ EQUITY

For the Years Ended December 31, 2016 and 2015

 

 

 

2016

 

2015

 

REVENUE

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

63,721,243

 

$

56,523,508

 

 

 

 

 

 

 

Less: Cost of sales

 

52,882,252

 

46,975,616

 

 

 

 

 

 

 

GROSS PROFIT

 

10,838,991

 

9,547,892

 

 

 

 

 

 

 

Less: Selling, general and administrative expenses

 

4,611,671

 

3,701,152

 

 

 

 

 

 

 

INCOME FROM OPERATIONS

 

6,227,320

 

5,846,740

 

 

 

 

 

 

 

OTHER (INCOME)/EXPENSES

 

 

 

 

 

Interest income

 

9,241

 

6,217

 

Other income (expenses)

 

898

 

3,852

 

 

 

 

 

 

 

Total other income (expenses)

 

10,139

 

10,069

 

 

 

 

 

 

 

NET INCOME

 

6,237,459

 

5,856,809

 

 

 

 

 

 

 

Members’ equity at beginning of year

 

8,292,653

 

6,629,137

 

 

 

 

 

 

 

Member distributions

 

(6,130,024

)

(4,193,293

)

 

 

 

 

 

 

Members’ equity at end of year

 

$

8,400,088

 

$

8,292,653

 

 

See accompanying notes to the consolidated financial statements.

 

5



 

NAUTIC STAR, LLC & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2016 and 2015

 

 

 

2016

 

2015

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

Net income

 

$

6,237,459

 

$

5,856,809

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

 

 

 

Depreciation and Amortization

 

617,445

 

393,456

 

(Increase) decrease in:

 

 

 

 

 

Accounts receivable

 

(610,257

)

(106,354

)

Other receivable

 

61,773

 

(61,773

)

Inventories

 

(793,381

)

288,770

 

Prepaid expenses

 

(714

)

5,812

 

Increase (decrease) in:

 

 

 

 

 

Accounts payable

 

25,634

 

(456,337

)

Accrued expenses

 

251,228

 

490,144

 

Refundable deposits

 

1

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

5,789,188

 

6,410,527

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

Purchases of property, plant and equipment

 

(943,276

)

(1,131,168

)

 

 

 

 

 

 

Net cash provided by (used in) investing activities

 

(943,276

)

(1,131,168

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

Distributions to members

 

(6,130,024

)

(4,193,293

)

 

 

 

 

 

 

Net cash provided by (used in) financing activities

 

(6,130,024

)

(4,193,293

)

 

 

 

 

 

 

INCREASE (DECREASE) IN CASH

 

(1,284,112

)

1,086,066

 

 

 

 

 

 

 

CASH AT BEGINNING OF YEAR

 

4,703,205

 

3,617,139

 

 

 

 

 

 

 

CASH AT END OF YEAR

 

$

3,419,093

 

$

4,703,205

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

 

 

Cash paid during the year for:

 

 

 

 

 

Interest

 

$

 

$

 

 

See accompanying notes to the consolidated financial statements.

 

6



 

NAUTIC STAR, LLC & SUBSIDIARIES

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

December 31, 2016 and 2015

 

NOTE 1 - SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

 

Operations — Nautic Star, LLC. (The Company) is engaged primarily in the manufacture, distribution and sale of recreational boats, engines and parts. The Company sells its products to retail dealers throughout the United States.

 

Basis of Consolidation — The consolidated financial statements include the accounts Navigator Marine, LLC. and NS Transport, LLC., both a wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

 

Revenue Recognition - The Company’s revenue is derived primarily from the sale of boats, marine parts and accessories. Revenue is recognized in accordance with the terms of the sale, primarily upon shipment to customers, once the sales price is determinable and collectability is reasonably assured.

 

Dealer Incentives - The Company offers discounts and sales incentives that include retail promotions, rebates, and floor plan reimbursement costs that are recorded as reductions of revenues in net sales in the consolidated statements of operations. Dealer rebates and sales promotion incentives for the years ended December 31, 2016 and 2015 totaled $515,563 and $360,102, respectively.

 

Floor Plan Reimbursement Costs - The Company participates in various programs whereby it agrees to reimburse its dealers certain floor plan interest costs incurred by such dealers. Such costs are included as a reduction in net sales in the consolidated statements of operations and for the year ended December 31, 2016 and 2015 totaled $63,933 and 57,785, respectively.

 

Cash and Cash Equivalents - The Company considers all highly liquid investments with a maturity of three months or less, when purchased, to be “cash equivalent”.

 

Receivables — The Company carries its accounts receivable at cost less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts, based on a history of past write-offs and collections and current credit conditions. The Company’s policy is not to accrue interest on accounts receivable. Accounts are written off as uncollectible at the time management determines that collection is unlikely. As of December 31, 2016 or 2015 the allowance account had a balance of $0 and $0, respectively.

 

Inventories - Inventories are stated at the lower of cost (determined on a first-in, first-out basis) or market and include material, labor and factory overhead. Inventories were as follows at year end:

 

 

 

2016

 

2015

 

Raw materials and supplies

 

$

1,870,112

 

$

1,479,550

 

Work in process - boats

 

831,070

 

683,467

 

Finished goods - boats

 

67,384

 

132,591

 

Engines

 

1,128,327

 

843,747

 

Finished goods - trailers

 

12,537

 

15,461

 

In-Transit Inventory

 

232,916

 

194,149

 

 

 

 

 

 

 

Total

 

$

4,142,346

 

$

3,348,965

 

 

7



 

NAUTIC STAR, LLC & SUBSIDIARY

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

December 31, 2016 and 2015

 

NOTE 1 - SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES - continued

 

Property, Plant and Equipment - Property, Plant and Equipment is stated at cost. Property, plant and equipment is depreciated over the estimated useful lives of the related assets using primarily the straight-line method. Depreciation expense for the years ended December 31, 2016 and 2015 was $617,445 and $393,456, respectively. Total fixed assets at December 31, 2016 and 2015 were as follows:

 

 

 

2016

 

2015

 

Buildings

 

$

1,460,173

 

$

1,454,523

 

Building improvements

 

1,071,242

 

904,093

 

Autos and trucks

 

196,028

 

105,388

 

Fixtures and equipment

 

1,370,075

 

945,995

 

Molds

 

2,786,464

 

2,530,707

 

 

 

 

 

 

 

Total

 

$

6,883,982

 

$

5,940,706

 

 

Maintenance, repairs, and renewals, which neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Gains and losses on dispositions of property and equipment are included in income.

 

Investments in Associations — The Company owns 100 shares in a material purchasing association. The investment in this association is recorded at cost.

 

Income Taxes — Nautic Star, LLC is treated as a partnership for income tax purposes and as such, each member is taxed separately on their distributive share of the Company’s income whether or not that income is actually distributed. Navigator Marine, LLC is considered a disregarded entity for income tax purposes and its net activity will be reported on Nautic Star, LLC’s income tax returns.

 

Reserve for Warranty Obligations - The Company offers warranties on the sale of certain products for a period of up to 10 years and records an accrual for the estimated future claims. Such accruals are based upon historical experience and management’s estimates of the level of future claims, and are subject to adjustment as actual claims are determined or as changes in the obligations become reasonably estimable. At December 31, 2016 and 2015, reserves in the amount of $1,860,343 and $1,722,783 have been established, respectively.

 

Freight Costs - The Company includes freight costs in costs of goods sold. Total freight and shipping costs included in costs of goods sold for the years ended December 31, 2016 and 2015 was $1,736,022 and $1,557,885, respectively.

 

Advertising Costs - The Company expenses all advertising costs in the period in which they are incurred. Advertising expense was $189,124 and $11,292 for the years ended December 31, 2016 and 2015, respectively.

 

Subsequent Events - Management has evaluated subsequent events through September 20, 2017, the date on which the financial statements were available to be issued.

 

NOTE 2 - PENSION PLAN

 

The Company has established a 401 (k) plan. All employees over the age of 18 and with six months of service are eligible to participate. The Company may make discretionary payments as well as discretionary matching of employees’ contributions. Employees may elect to defer amounts according to the maximum allowed under Federal guidelines. For the years ended December 31, 2016 and 2015, discretionary matching contributions were $25,757 and $29,101, respectively.

 

8



 

NAUTIC STAR, LLC & SUBSIDIARY

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

December 31, 2016 and 2015

 

NOTE 3 - CONCENTRATION OF CREDIT RISK

 

The Company maintains deposits that at times excess of federally insured limits. The risk associated with these uninsured funds is managed by maintaining all deposits in high quality financial institutions. At December 31, 2016 and 2015, deposits in excess of federally insured limits totaled $3,617,488 and $4,751,151, respectively.

 

The Company extends credit to its customers, a significant portion of which are in the recreational boat industry throughout the United States.

 

NOTE 4 - USE OF ESTIMATES

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities 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.

 

The most significant estimates relate to reserved warranty obligations (Note 1 and Note 9) and repurchase commitments (Note 8). These estimates may be adjusted as more current information becomes available, and any adjustment could be significant.

 

NOTE 5 - FAIR VALUES OF FINANCIAL INSTRUMENTS

 

The Fair Value Measurements and Disclosures Topic of the FASB Accounting Standards Codification (FASB ASC 825-10), requires disclosures about the fair value for all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about fair value of financial instruments are based on pertinent information available to management as of December 31, 2016 and 2015. Accordingly, the estimates presented in these statements are not necessarily indicative of the amounts that could be realized on the financial instruments.

 

Management has estimated the fair values of cash, receivables, accounts payable, accrued expenses and short-term borrowings to be approximately their respective carrying values reported on these statements because of their short maturities.

 

NOTE 6 — ACCOUNTS RECEIVABLE

 

Accounts receivable at December 31, 2016 and 2015 consisted of the following:

 

 

 

2016

 

2015

 

Trade accounts receivable

 

$

847,796

 

$

226,142

 

Accounts receivable-other

 

296,062

 

61,773

 

Due from employees

 

0

 

11,397

 

 

 

1,143,858

 

299,312

 

Less: Receivable from consolidated entity

 

(296,062

)

0

 

Less: Allowance for doubtful accounts

 

0

 

0

 

 

 

 

 

 

 

Total

 

$

847,796

 

$

299,312

 

 

9



 

NAUTIC STAR, LLC & SUBSIDIARY

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

December 31, 2016 and 2015

 

NOTE 7 — CONCENTRATIONS

 

Total sales for the years ended December 31, 2016 and 2015 included sales to one major customer that accounted for 11% and 15% of the total consolidated net sales, respectively. This customer accounted for 11% and 0% of the consolidated net accounts receivable at December 31, 2016 and 2015, respectively.

 

NOTE 8 - COMMITMENTS AND CONTINGENCIES

 

The Company is party to floor plan repurchase agreements with several financial institutions. These agreements call for the repurchase of unsold inventory by the Company under certain circumstances outlined in the agreements. In the event that repurchase is deemed necessary, the new, unsold merchandise would be purchased by the Company for the amount due to the financial institutions. Normally, the amount due to the financial institutions would be the principal balance outstanding reduced by offsets for damages or misuse. The Company would then reacquire the merchandise and sell the merchandise through its normal distribution channels. The reserve for losses on potential repurchase commitments was $200,000 and $0 for the years ended December 31, 2016 and 2015, respectively.

 

NOTE 9 — WARRANTY RESERVE

 

The following summarizes the changes in the Company’s aggregate liability under product warranties:

 

 

 

2016

 

2015

 

 

 

 

 

 

 

Balance at beginning of period

 

$

1,722,783

 

$

1,453,650

 

Warranties accrued during the year

 

637,212

 

613,724

 

Settlements made during the period

 

(499,652

)

(344,591

)

Changes in adjustments, including expirations

 

0

 

0

 

 

 

 

 

 

 

Balance at end of period

 

$

1,860,343

 

$

1,722,783

 

NOTE 10 — RELATED PARTY TRANSACTIONS

 

The Company utilizes the services of Star Printing, Inc., whose sole shareholder is a 40% equity member of the Company.

 

Related party balances at December 31, 2016 and 2015 are as follows:

 

 

 

2016

 

2015

 

 

 

 

 

 

 

Services and equipment purchased

 

$

158,963

 

$

148,689

 

Accounts payable

 

$

0

 

$

0

 

 

10



 

SUPPLEMENTAL SCHEDULES

 



 

NAUTIC STAR, LLC & SUBSIDIARIES

CONSOLIDATED SCHEDULE OF SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

For the Years Ended December 31, 2016 and 2015

 

 

 

2016

 

2015

 

Accounting & legal

 

$

100,532

 

$

100,969

 

Advertising and promotional

 

189,124

 

11,292

 

Automobile

 

35,383

 

34,333

 

Bank charges

 

697

 

371

 

Computer support

 

56,471

 

59,619

 

Consulting

 

 

700

 

Contributions

 

11,700

 

395

 

Depreciation

 

42,963

 

7,528

 

Dues & subscriptions

 

50,593

 

49,573

 

Employee relations

 

75,587

 

79,578

 

Insurance - other

 

211,449

 

150,048

 

Meals & entertainment

 

6,590

 

9,645

 

Miscellaneous

 

9,006

 

7,366

 

Office supplies

 

98,336

 

66,287

 

Payroll taxes

 

104,053

 

77,655

 

Pension plan expense

 

8,424

 

9,850

 

Postage

 

5,026

 

4,344

 

Research and development

 

254,348

 

204,635

 

Rent - equipment

 

11,133

 

8,615

 

Repairs and maintenance

 

516,365

 

264,775

 

Safety & security

 

186,152

 

35,128

 

Salaries - office & management

 

1,055,830

 

1,117,567

 

Sales commissions

 

1,251,858

 

1,180,159

 

Taxes & licenses

 

226,944

 

163,193

 

Telephone

 

25,171

 

15,616

 

Travel

 

46,527

 

24,175

 

Uniforms

 

31,409

 

17,736

 

 

 

 

 

 

 

Total

 

$

4,611,671

 

$

3,701,152

 

 

11



 

NAUTIC STAR, LLC & SUBSIDIARIES

CONSOLIDATING BALANCE SHEETS

December 31, 2016 and 2015

 

 

 

2016

 

2015

 

 

 

Nautic Star,

 

NS Transport,

 

Navigator

 

Consolidating

 

 

 

Nautic Star,

 

Navigator

 

Consolidating

 

 

 

 

 

LLC

 

LLC

 

Marine, LLC

 

Entries

 

Totals

 

LLC

 

Marine, LLC

 

Entries

 

Totals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

3,225,753

 

$

192,308

 

$

1,032

 

$

 

$

3,419,093

 

$

4,702,153

 

$

1,052

 

$

 

$

4,703,205

 

Accounts receivable - net

 

1,143,858

 

 

 

(296,062

)

847,796

 

237,539

 

 

 

237,539

 

Other receivables

 

 

 

 

 

 

61,773

 

 

 

61,773

 

Inventories

 

4,142,346

 

 

 

 

4,142,346

 

3,348,965

 

 

 

3,348,965

 

Prepaid expenses

 

159,460

 

 

 

 

159,460

 

158,746

 

 

 

158,746

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total current assets

 

8,671,417

 

192,308

 

1,032

 

(296,062

)

8,568,695

 

8,509,176

 

1,052

 

 

8,510,228

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PROPERTY, PLANT, AND EQUIPMENT

 

6,743,982

 

140,000

 

 

 

6,883,982

 

5,940,706

 

 

 

5,940,706

 

Less: Accumulated depreciation

 

(3,390,711

)

(35,000

)

 

 

(3,425,711

)

(2,809,069

)

 

 

(2,809,069

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total property, plant & equipment

 

3,353,271

 

105,000

 

 

 

3,458,271

 

3,131,637

 

 

 

3,131,637

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bond issuance costs, net of accum. amort, of $10,841 and $10,038

 

1,204

 

 

 

.

 

1,204

 

2,007

 

 

 

2,007

 

Refundable deposits

 

1,110

 

.

 

 

 

1,110

 

1,111

 

.

 

 

1,111

 

Investment in association

 

5,000

 

 

 

 

5,000

 

5,000

 

 

 

5,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other assets

 

7,314

 

 

 

 

7,314

 

8,118

 

 

 

8,118

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

12,032,002

 

$

297,308

 

$

1,032

 

$

(296,062

)

$

12,034,280

 

$

11,648,931

 

$

1,052

 

$

 

$

11,649,983

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND MEMBERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable - trade

 

$

1,140,854

 

$

392

 

$

 

$

 

$

1,141,246

 

$

1,115,612

 

$

 

$

 

$

1,115,612

 

Accrued warranty reserve

 

1,860,343

 

 

 

 

1,860,343

 

1,722,783

 

 

 

1,722,783

 

Accrued repurchase liability

 

200,000

 

 

 

 

200,000

 

 

 

 

 

Other accrued expenses

 

407,770

 

320,895

 

 

(296,062

)

432,603

 

518,935

 

 

 

518,935

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

3,608,967

 

321,287

 

 

(296,062

)

3,634,192

 

3,357,330

 

 

 

3,357,330

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MEMBERS’ EQUITY

 

8,423,035

 

(23,979

)

1,032

 

 

8,400,088

 

8,291,601

 

1,052

 

 

8,292,653

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND MEMBERS’ EQUITY

 

$

12,032,002

 

$

297,308

 

$

1,032

 

$

(296,062

)

$

12,034,280

 

$

11,648,931

 

$

1,052

 

$

 

$

11,649,983

 

 

12



 

NAUTIC STAR, LLC & SUBSIDIARIES

CONSOLIDATING STATEMENTS OF INCOME AND MEMBERS’ EQUITY

For the Years Ended December 31, 2016 and 2015

 

 

 

2016

 

2015

 

 

 

Nautic Star,

 

NS Transport,

 

Navigator

 

Consolidating

 

 

 

Nautic Star,

 

Navigator

 

Consolidating

 

 

 

 

 

LLC

 

LLC

 

Marine, LLC

 

Entries

 

Totals

 

LLC

 

Marine, LLC

 

Entries

 

Totals

 

REVENUE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

63,721,243

 

$

700,040

 

$

 

$

(700,040

)

$

63,721,243

 

$

56,523,508

 

$

 

$

 

$

56,523,508

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: Cost of sales

 

52,974,681

 

607,611

 

 

(700,040

)

52,882,252

 

46,975,616

 

.

 

 

46,975,616

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

10,746,562

 

92,429

 

 

 

10,838,991

 

9,547,892

 

 

 

9,547,892

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: Selling, general and administrative expenses

 

4,495,243

 

116,408

 

20

 

 

4,611,671

 

3,701,152

 

 

 

3,701,152

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) FROM OPERATIONS

 

6,251,319

 

(23,979

)

(20

)

 

6,227,320

 

5,846,740

 

 

 

5,846,740

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

9,241

 

 

 

 

 

9,241

 

6,217

 

 

 

6,217

 

Other income (expenses)

 

898

 

 

 

 

 

898

 

3,852

 

 

 

3,852

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other income (expenses)

 

10,139

 

 

 

 

10,139

 

10,069

 

 

 

10,069

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

6,261,458

 

(23,979

)

(20

)

 

6,237,459

 

5,856,809

 

 

 

5,856,809

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Members’ equity at beginning of year

 

8,291,601

 

 

1,052

 

 

8,292,653

 

6,418,085

 

211,052

 

 

6,629,137

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Member distributions

 

(6,130,024

)

 

 

 

(6,130,024

)

(3,983,293

)

(210,000

)

 

(4,193,293

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Members’ equity at end of year

 

$

8,423,035

 

$

(23,979

)

$

1,032

 

$

 

$

8,400,088

 

$

8,291,601

 

$

1,052

 

$

 

$

8,292,653

 

 

13



 

NAUTIC STAR, LLC & SUBSIDIARIES

CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2016 and 2015

 

 

 

2016

 

2015

 

 

 

Nautic Star,

 

NS Transport,

 

Navigator

 

Consolidating

 

 

 

Nautic Star,

 

Navigator

 

Consolidating

 

 

 

 

 

LLC

 

LLC

 

Marine, LLC

 

Entries

 

Totals

 

LLC

 

Marine, LLC

 

Entries

 

Totals

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

6,261,458

 

$

(23,979

)

$

(20

)

$

 

$

6,237,459

 

$

5,856,809

 

$

 

$

 

$

5,856,809

 

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and Amortization

 

582,445

 

35,000

 

 

 

617,445

 

393,456

 

 

 

393,456

 

(Increase) decrease in:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

(906,319

)

 

 

296,062

 

(610,257

)

(106,354

)

 

 

(106,354

)

Other receivable

 

61,773

 

 

 

 

61,773

 

(61,773

)

 

 

(61,773

)

Inventories

 

(793,381

)

 

 

 

(793,381

)

288,770

 

 

 

288,770

 

Prepaid expenses

 

(714

)

 

 

 

(714

)

5,812

 

 

 

5,812

 

Increase (decrease) in:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

25,242

 

392

 

 

 

25,634

 

(456,337

)

 

 

(456,337

)

Accrued expenses

 

226,395

 

320,895

 

 

(296,062

)

251,228

 

490,144

 

 

 

490,144

 

Refundable deposits

 

1

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

5,456,900

 

332,308

 

(20

)

 

5,789,188

 

6,410,527

 

 

 

6,410,527

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of property, plant and equipment

 

(803,276

)

(140,000

)

 

 

(943,276

)

(1,131,168

)

 

 

(1,131,168

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) investing activities

 

(803,276

)

(140,000

)

 

 

(943,276

)

(1,131,168

)

 

 

(1,131,168

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions to members

 

(6,130,024

)

 

 

 

(6,130,024

)

(3,983,293

)

(210,000

)

 

(4,193,293

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) financing activities

 

(6,130,024

)

 

 

 

(6,130,024

)

(3,983,293

)

(210,000

)

 

(4,193,293

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCREASE (DECREASE) IN CASH

 

(1,476,400

)

192,308

 

(20

)

 

(1,284,112

)

1,296,066

 

(210,000

)

 

1,086,066

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AT BEGINNING OF YEAR

 

4,702,153

 

 

1,052

 

 

4,703,205

 

3,406,087

 

211,052

 

 

3,617,139

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AT END OF YEAR

 

$

3,225,753

 

$

192,308

 

$

1,032

 

$

 

$

3,419,093

 

$

4,702,153

 

$

1,052

 

$

 

$

4,703,205

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid during the year for:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

 

14



 

NAUTIC STAR, LLC & SUBSIDIARIES

CONSOLIDATING SCHEDULE OF SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

For the Years Ended December 31, 2016 and 2015

 

 

 

2016

 

2015

 

 

 

Nautic Star,

 

NS Transport,

 

Navigator

 

Consolidating

 

 

 

Nautic Star,

 

Navigator

 

Consolidating

 

 

 

 

 

LLC

 

LLC

 

Marine, LLC

 

Entries

 

Totals

 

LLC

 

Marine, LLC

 

Entries

 

Totals

 

Accounting & legal

 

$

100,162

 

$

350

 

$

20

 

$

 

$

100,532

 

$

100,969

 

$

 

$

 

$

100,969

 

Advertising and promotional

 

187,794

 

1,330

 

 

 

189,124

 

11,292

 

 

 

11,292

 

Automobile

 

35,383

 

 

 

 

 

35,383

 

34,333

 

 

 

34,333

 

Bank charges

 

697

 

 

 

 

 

697

 

371

 

 

 

371

 

Computer support

 

56,471

 

 

 

 

 

56,471

 

59,619

 

 

 

59,619

 

Consulting

 

 

 

 

 

 

 

 

 

700

 

 

 

 

 

700

 

Contributions

 

11,700

 

 

 

 

 

11,700

 

395

 

 

 

395

 

Depreciation

 

7,963

 

35,000

 

 

 

42,963

 

7,528

 

 

 

7,528

 

Dues & subscriptions

 

50,593

 

 

 

 

 

50,593

 

49,573

 

 

 

49,573

 

Employee relations

 

74,982

 

605

 

 

 

75,587

 

79,578

 

 

 

79,578

 

Insurance - other

 

176,661

 

34,788

 

 

 

211,449

 

150,048

 

 

 

150,048

 

Meals & entertainment

 

6,590

 

 

 

 

 

6,590

 

9,645

 

 

 

9,645

 

Miscellaneous

 

9,006

 

 

 

 

 

9,006

 

7,366

 

 

 

7,366

 

Office supplies

 

97,907

 

429

 

 

 

98,336

 

66,287

 

 

 

66,287

 

Payroll taxes

 

86,273

 

17,780

 

 

 

104,053

 

77,655

 

 

 

77,655

 

Pension plan expense

 

8,424

 

 

 

 

 

8,424

 

9,850

 

 

 

9,850

 

Postage

 

4,843

 

183

 

 

 

5,026

 

4,344

 

 

 

4,344

 

Research and development

 

254,348

 

 

 

 

 

254,348

 

204,635

 

 

 

204,635

 

Rent - equipment

 

11,133

 

 

 

 

 

11,133

 

8,615

 

 

 

8,615

 

Repairs and maintenance

 

513,355

 

3,010

 

 

 

516,365

 

264,775

 

 

 

264,775

 

Safety & security

 

186,152

 

 

 

 

 

186,152

 

35,128

 

 

 

35,128

 

Salaries - office & management

 

1,046,830

 

9,000

 

 

 

1,055,830

 

1,117,567

 

 

 

1,117,567

 

Sales commissions

 

1,251,858

 

 

 

 

 

1,251,858

 

1,180,159

 

 

 

1,180,159

 

Taxes & licenses

 

213,011

 

13,933

 

 

 

226,944

 

163,193

 

 

 

163,193

 

Telephone & utilities

 

25,171

 

 

 

 

 

25,171

 

15,616

 

 

 

15,616

 

Travel

 

46,527

 

 

 

 

 

46,527

 

24,175

 

 

 

24,175

 

Uniforms

 

31,409

 

 

 

 

 

31,409

 

17,736

 

 

 

17,736

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

4,495,243

 

$

116,408

 

$

20

 

$

 

$

4,611,671

 

$

3,701,152

 

$

 

$

 

$

3,701,152

 

 

15


Exhibit 99.2

 

FINANCIAL STATEMENTS

 

NAUTIC STAR, LLC & SUBSIDIARY

 

Amory, Mississippi

 

Years Ended December 31, 2015 and 2014

 

Franks, Franks, Jarrell & Wilemon, P.A.

Certified Public Accountants

 



 

NAUTIC STAR, LLC & SUBSIDIARY

 

TABLE OF CONTENTS

 

INDEPENDENT AUDITORS’ REPORT

2

 

 

FINANCIAL STATEMENTS:

 

 

 

Consolidated Balance Sheets

4

 

 

Consolidated Statements of Income & Members’ Equity

5

 

 

Consolidated Statements of Cash Flows

6

 

 

Consolidated Notes to the Financial Statements

7

 

 

SUPPLEMENTAL INFORMATION:

 

 

 

Consolidated Schedule of Selling, General, and Administrative Expenses

11

 

 

Consolidating Balance Sheets

12

 

 

Consolidating Statements of Income & Members’ Equity

13

 

 

Consolidating Statements of Cash Flows

14

 

 

Consolidating Schedules of Selling, General, and Administrative Expenses

15

 



 

P.O. Box 731

Tupelo, MS 38802

(662) 844-5226

Partners

Gary Franks, CPA

Greg Jarrell, CPA

Bryon Wilemon, CPA

Jonathan Hagood, CPA

Rudolph Franks, CPA (emeritus)

 

P.O. Box 355

Fulton, MS 38843

(662) 862-4967

 

INDEPENDENT AUDITORS’ REPORT

 

To the Board of Directors and Partners of

Nautic Star, LLC. & Subsidiary

Amory, Mississippi

 

We have audited the accompanying consolidated financial statements of Nautic Star, LLC., (a Mississippi Limited Liability Company) and subsidiary, which comprise the consolidated balance sheets as of December 31, 2015 and 2014. and the related consolidated statements of income and members’ equity, and cash flows for the years then ended, and the related notes to the financial statements.

 

Management’s Responsibility for the Financial Statements

 

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditors’ Responsibility

 

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Nautic Star, LLC., and subsidiary as of December 31, 2015 and 2014, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

 

2



 

Report on Consolidating and Supplementary Information

 

Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The consolidating information on pages 12-15 are presented for purposes of additional analysis of the consolidated financial statements rather than to present the financial position, results of operations, and cash flows of the individual companies, and it is not a required part of the consolidated financial statements. The supplementary schedule on page 11 is presented for purposes of additional analysis and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The consolidating information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the consolidating information is fairly stated in all material respects in relation to the consolidated financial statements as a whole.

 

/s/ Franks, Franks, Jarrell & Wilemon, P.A.

 

 

 

Franks, Franks, Jarrell & Wilemon, P.A.

 

Fulton, Mississippi

 

September 19, 2017

 

 

3



 

NAUTIC STAR, LLC & SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

December 31, 2015 and 2014

 

 

 

2015

 

2014

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

4,703,205

 

$

3,617,139

 

Accounts receivable - net

 

237,539

 

131,185

 

Other receivables

 

61,773

 

 

Inventories

 

3,348,965

 

3,637,735

 

Prepaid expenses

 

158,746

 

164,558

 

 

 

 

 

 

 

Total current assets

 

8,510,228

 

7,550,617

 

 

 

 

 

 

 

PROPERTY, PLANT, AND EQUIPMENT

 

5,940,706

 

4,809,540

 

Less: Accumulated depreciation

 

(2,809,069

)

(2,416,416

)

 

 

 

 

 

 

Total property, plant & equipment

 

3,131,637

 

2,393,124

 

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

Bond issuance costs, net of accum. amort. of $10,038 and $9,235

 

2,007

 

2,810

 

Refundable deposits

 

1,111

 

1,111

 

Investment in association

 

5,000

 

5,000

 

 

 

 

 

 

 

Total other assets

 

8,118

 

8,921

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

11,649,983

 

$

9,952,662

 

 

 

 

 

 

 

LIABILITIES AND MEMBERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Accounts payable - trade

 

$

1,115,612

 

$

1,571,949

 

Accrued warranty reserve

 

1,722,783

 

1,453,650

 

Other accrued expenses

 

518,935

 

297,926

 

 

 

 

 

 

 

Total current liabilities

 

3,357,330

 

3,323,525

 

 

 

 

 

 

 

MEMBERS’ EQUITY

 

8,292,653

 

6,629,137

 

 

 

 

 

 

 

TOTAL LIABILITIES AND MEMBERS’ EQUITY

 

$

11,649,983

 

$

9,952,662

 

 

See accompanying notes to the consolidated financial statements.

 

4



 

NAUTIC STAR, LLC & SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME AND MEMBERS’ EQUITY

For the Years Ended December 31, 2015 and 2014

 

 

 

2015

 

2014

 

REVENUE

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

56,523,508

 

$

45,054,763

 

 

 

 

 

 

 

Less: Cost of sales

 

46,975,616

 

37,492,612

 

 

 

 

 

 

 

GROSS PROFIT

 

9,547,892

 

7,562,151

 

 

 

 

 

 

 

Less: Selling, general and administrative expenses

 

3,701,152

 

2,932,723

 

 

 

 

 

 

 

INCOME FROM OPERATIONS

 

5,846,740

 

4,629,428

 

 

 

 

 

 

 

OTHER (INCOME)/EXPENSES

 

 

 

 

 

Lease income

 

 

5,352

 

Other income (expenses)

 

10,069

 

57,965

 

Gain (Loss) on disposal of assets

 

 

48,464

 

 

 

 

 

 

 

Total other income (expenses)

 

10,069

 

111,781

 

 

 

 

 

 

 

NET INCOME

 

5,856,809

 

4,741,209

 

 

 

 

 

 

 

Members’ equity at beginning of year

 

6,629,137

 

6,146,671

 

 

 

 

 

 

 

Member distributions

 

(4,193,293

)

(4,258,743

)

 

 

 

 

 

 

Members’ equity at end of year

 

$

8,292,653

 

$

6,629,137

 

 

See accompanying notes to the consolidated financial statements.

 

5



 

NAUTIC STAR, LLC & SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2015 and 2014

 

 

 

2015

 

2014

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

Net income

 

$

5,856,809

 

$

4,741,209

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

 

 

 

Depreciation and Amortization

 

393,456

 

301,168

 

(Gain)Loss from sale of assets

 

 

(48,464

)

(Increase) decrease in:

 

 

 

 

 

Accounts receivable

 

(106,354

)

(2,466

)

Other receivable

 

(61,773

)

 

Inventories

 

288,770

 

5,004

 

Prepaid expenses

 

5,812

 

(4,839

)

Increase (decrease) in:

 

 

 

 

 

Accounts payable

 

(456,337

)

348,644

 

Accrued expenses

 

490,144

 

131,463

 

Refundable deposits

 

 

599

 

Deferred lease income

 

 

(1,319

)

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

6,410,527

 

5,470,999

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

Proceeds from sale of assets

 

 

136,300

 

Purchases of interests in associated companies

 

 

(5,000

)

Purchases of property, plant and equipment

 

(1,131,168

)

(990,900

)

 

 

 

 

 

 

Net cash provided by (used in) investing activities

 

(1,131,168

)

(859,600

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

Distributions to members

 

(4,193,293

)

(4,258,743

)

 

 

 

 

 

 

Net cash provided by (used in) financing activities

 

(4,193,293

)

(4,258,743

)

 

 

 

 

 

 

INCREASE (DECREASE) IN CASH

 

1,086,066

 

352,656

 

 

 

 

 

 

 

CASH AT BEGINNING OF YEAR

 

3,617,139

 

3,264,483

 

 

 

 

 

 

 

CASH AT END OF YEAR

 

$

4,703,205

 

$

3,617,139

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

 

 

Cash paid during the year for:

 

 

 

 

 

Interest

 

$

 

$

913

 

 

See accompanying notes to the consolidated financial statements.

 

6



 

NAUTIC STAR, LLC & SUBSIDIARY

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

December 31, 2015 and 2014

 

NOTE 1 - SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

 

Operations — Nautic Star, LLC. (The Company) is engaged primarily in the manufacture, distribution and sale of recreational boats, engines and parts. The Company sells its products to retail dealers throughout the United States.

 

Basis of Consolidation — The consolidated financial statements include the accounts Navigator Marine, LLC., a wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

 

Revenue Recognition - The Company’s revenue is derived primarily from the sale of boats, marine parts and accessories. Revenue is recognized in accordance with the terms of the sale, primarily upon shipment to customers, once the sales price is determinable and collectability is reasonably assured.

 

Dealer Incentives - The Company offers discounts and sales incentives that include retail promotions, rebates, and floor plan reimbursement costs that are recorded as reductions of revenues in net sales in the consolidated statements of operations. Dealer rebates and sales promotion incentives for the years ended December 31, 2015 and 2014 totaled $360,102 and $254,107, respectively.

 

Floor Plan Reimbursement Costs - The Company participates in various programs whereby it agrees to reimburse its dealers certain floor plan interest costs incurred by such dealers. Such costs are included as a reduction in net sales in the consolidated statements of operations and for the year ended December 31, 2015 and 2014 totaled $57,785 and 28,256, respectively.

 

Cash and Cash Equivalents - The Company considers all highly liquid investments with a maturity of three months or less, when purchased, to be “cash equivalent”.

 

Receivables — The Company carries its accounts receivable at cost less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts, based on a history of past write-offs and collections and current credit conditions. The Company’s policy is not to accrue interest on accounts receivable. Accounts are written off as uncollectible at the time management determines that collection is unlikely. As of December 31, 2015 or 2014 the allowance account had a balance of $0 and $0, respectively.

 

Inventories - Inventories are stated at the lower of cost (determined on a first-in, first-out basis) or market and include material, labor and factory overhead. Inventories were as follows at year end:

 

 

 

2015

 

2014

 

Raw materials and supplies

 

$

1,479,550

 

$

1,371,402

 

Work in process - boats

 

683,467

 

603,080

 

Finished goods - boats

 

132,591

 

120,609

 

Engines

 

843,747

 

1,416,853

 

Finished goods - trailers

 

15,461

 

32,502

 

In-Transit Inventory

 

194,149

 

93,289

 

 

 

 

 

 

 

Total

 

$

3,348,965

 

$

3,637,735

 

 

7



 

NAUTIC STAR, LLC & SUBSIDIARY

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

December 31, 2015 and 2014

 

NOTE 1 - SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES - continued

 

Property. Plant and Equipment - Property, Plant and Equipment is stated at cost. Property, plant and equipment is depreciated over the estimated useful lives of the related assets using primarily the straight-line method. Depreciation expense for the years ended December 31, 2015 and 2014 was $393,456 and $301,168, respectively. Total fixed assets at December 31, 2015 and 2014 were as follows:

 

 

 

2015

 

2014

 

Buildings

 

$

1,454,523

 

$

1,368,594

 

Building improvements

 

904,093

 

325,969

 

Autos and trucks

 

105,388

 

105,388

 

Fixtures and equipment

 

945,995

 

777,362

 

Molds

 

2,530,707

 

2,232,227

 

 

 

 

 

 

 

Total

 

$

5,940,706

 

$

4,809,540

 

 

Maintenance, repairs, and renewals, which neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Gains and losses on dispositions of property and equipment are included in income.

 

Investments in Associations — The Company owns 100 shares in a material purchasing association. The investment in this association is recorded at cost.

 

Income Taxes — Nautic Star, LLC is treated as a partnership for income tax purposes and as such, each member is taxed separately on their distributive share of the Company’s income whether or not that income is actually distributed. Navigator Marine, LLC is considered a disregarded entity for income tax purposes and its net activity will be reported on Nautic Star, LLC’s income tax returns.

 

Reserve for Warranty Obligations - The Company offers warranties on the sale of certain products for a period of up to 10 years and records an accrual for the estimated future claims. Such accruals are based upon historical experience and management’s estimates of the level of future claims, and are subject to adjustment as actual claims are determined or as changes in the obligations become reasonably estimable. At December 31, 2015 and 2014, reserves in the amount of $1,722,783 and $1,453,650 have been established, respectively.

 

Freight Costs - The Company includes freight costs in costs of goods sold. Total freight and shipping costs included in costs of goods sold for the years ended December 31, 2015 and 2014 was $1,557,885 and $1,264,317, respectively.

 

Advertising Costs - The Company expenses all advertising costs in the period in which they are incurred. Advertising expense was $11,292 and $135,283 for the years ended December 31, 2015 and 2014, respectively,

 

Subsequent Events - Management has evaluated subsequent events through September 19, 2017, the date on which the financial statements were available to be issued.

 

NOTE 2 - PENSION PLAN

 

The Company has established a 401(k) plan. All employees over the age of 18 and with six months of service are eligible to participate. The Company may make discretionary payments as well as discretionary matching of employees’ contributions. Employees may elect to defer amounts according to the maximum allowed under Federal guidelines. For the years ended December 31, 2015 and 2014, discretionary matching contributions were $29,101 and $30,421, respectively.

 

8



 

NAUTIC STAR, LLC & SUBSIDIARY

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

December 31, 2015 and 2014

 

NOTE 3 - CONCENTRATION OF CREDIT RISK

 

The Company maintains deposits that at times excess of federally insured limits. The risk associated with these uninsured funds is managed by maintaining all deposits in high quality financial institutions. At December 31, 2015 and 2014, deposits in excess of federally insured limits totaled $4,751,151 and $3,477,475, respectively.

 

The Company extends credit to its customers, a significant portion of which are in the recreational boat industry throughout the United States.

 

NOTE 4- USE OF ESTIMATES

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities 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.

 

The most significant estimates relate to reserved warranty obligations (Note 1 and Note 9) and repurchase commitments (Note 8). These estimates may be adjusted as more current information becomes available, and any adjustment could be significant.

 

NOTE 5 - FAIR VALUES OF FINANCIAL INSTRUMENTS

 

The Fair Value Measurements and Disclosures Topic of the FASB Accounting Standards Codification (FASB ASC 825-10), requires disclosures about the fair value for all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about fair value of financial instruments are based on pertinent information available to management as of December 31, 2015 and 2014. Accordingly, the estimates presented in these statements are not necessarily indicative of the amounts that could be realized on the financial instruments.

 

Management has estimated the fair values of cash, receivables, accounts payable, accrued expenses and short-term borrowings to be approximately their respective carrying values reported on these statements because of their short maturities.

 

NOTE 6 — ACCOUNTS RECEIVABLE

 

Accounts receivable at December 31, 2015 and 2014 consisted of the following:

 

 

 

2015

 

2014

 

Trade accounts receivable

 

$

226,142

 

$

122,266

 

Accounts receivable-other

 

61,773

 

0

 

Due from employees

 

11,397

 

8,919

 

 

 

299,312

 

131,185

 

Less: Receivable from consolidated entity

 

0

 

0

 

Less: Allowance for doubtful accounts

 

0

 

0

 

 

 

 

 

 

 

Total

 

$

299,312

 

$

131,185

 

 

9



 

NAUTIC STAR, LLC & SUBSIDIARY

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

December 31, 2015 and 2014

 

NOTE 7 — CONCENTRATIONS

 

Total sales for the years ended December 31, 2015 and 2014 included sales to one major customer that accounted for 15% and 13% of the total consolidated net sales, respectively. This customer accounted for 0% and 0% of the consolidated net accounts receivable at December 31, 2015 and 2014, respectively.

 

NOTE 8 - COMMITMENTS AND CONTINGENCIES

 

The Company is party to floor plan repurchase agreements with several financial institutions. These agreements call for the repurchase of unsold inventory by the Company under certain circumstances outlined in the agreements. In the event that repurchase is deemed necessary, the new, unsold merchandise would be purchased by the Company for the amount due to the financial institutions. Normally, the amount due to the financial institutions would be the principal balance outstanding reduced by offsets for damages or misuse. The Company would then reacquire the merchandise and sell the merchandise through its normal distribution channels. The reserve for losses on potential repurchase commitments was $0 and $0 for the years ended December 31, 2015 and 2014, respectively.

 

NOTE 9 — WARRANTY RESERVE

 

The following summarizes the changes in the Company’s aggregate liability under product warranties:

 

 

 

2015

 

2014

 

 

 

 

 

 

 

Balance at beginning of period

 

$

1,453,650

 

$

1,293,208

 

Warranties accrued during the year

 

613,724

 

449,332

 

Settlements made during the period

 

(344,591

)

(288,890

)

Changes in adjustments, including expirations

 

0

 

0

 

 

 

 

 

 

 

Balance at end of period

 

$

1,722,783

 

$

1,453,650

 

 

NOTE 10 — RELATED PARTY TRANSACTIONS

 

The Company utilizes the services of Star Printing, Inc., whose sole shareholder is a 40% equity member of the Company.

 

Related party balances at December 31, 2015 and 2014 are as follows:

 

 

 

2015

 

2014

 

 

 

 

 

 

 

Services and equipment purchased

 

$

148,689

 

$

128,160

 

Accounts payable

 

$

0

 

$

0

 

 

10



 

SUPPLEMENTAL SCHEDULES

 



 

NAUTIC STAR, LLC & SUBSIDIARY

CONSOLIDATED SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

For the Years Ended December 31, 2015 and 2014

 

 

 

2015

 

2014

 

Accounting & legal

 

$

100,969

 

$

81,363

 

Advertising and promotional

 

11,292

 

135,283

 

Automobile

 

34,333

 

33,813

 

Bank charges

 

371

 

86

 

Computer support

 

59,619

 

26,333

 

Consulting

 

700

 

 

Contributions

 

395

 

4,046

 

Depreciation

 

7,528

 

34,336

 

Dues & subscriptions

 

49,573

 

35,193

 

Employee relations

 

79,578

 

51,497

 

Insurance - other

 

150,048

 

103,049

 

Interest

 

 

913

 

Meals & entertainment

 

9,645

 

6,290

 

Miscellaneous

 

7,366

 

4,909

 

Office supplies

 

66,287

 

48,094

 

Payroll taxes

 

77,655

 

60,630

 

Pension plan expense

 

9,850

 

11,714

 

Postage

 

4,344

 

3,684

 

Research and development

 

204,635

 

166,680

 

Rent - equipment

 

8,615

 

5,871

 

Repairs and maintenance

 

264,775

 

166,468

 

Safety & security

 

35,128

 

12,355

 

Salaries - office & management

 

1,117,567

 

842,714

 

Sales commissions

 

1,180,159

 

971,571

 

Taxes & licenses

 

163,193

 

81,931

 

Telephone

 

15,616

 

9,840

 

Travel

 

24,175

 

22,255

 

Uniforms

 

17,736

 

11,805

 

 

 

 

 

 

 

Total

 

$

3,701,152

 

$

2,932,723

 

 

11



 

NAUTIC STAR, LLC & SUBSIDIARY

CONSOLIDATING BALANCE SHEETS

December 31, 2015 and 2014

 

 

 

2015

 

2014

 

 

 

Nautic Star,

 

Navigator

 

Consolidating

 

 

 

Nautic Star,

 

Navigator

 

Consolidating

 

 

 

 

 

LLC

 

Marine, LLC

 

Entries

 

Totals

 

LLC

 

Marine, LLC

 

Entries

 

Totals

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

4,702,153

 

$

1,052

 

$

 

$

4,703,205

 

$

3,406,087

 

$

211,052

 

$

 

$

3,617,139

 

Accounts receivable - net

 

237,539

 

 

 

237,539

 

131,185

 

 

 

131,185

 

Other receivables

 

61,773

 

 

 

61,773

 

 

 

 

 

Inventories

 

3,348,965

 

 

 

3,348,965

 

3,637,735

 

 

 

3,637,735

 

Prepaid expenses

 

158,746

 

 

 

158,746

 

164,558

 

 

 

164,558

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total current assets

 

8,509,176

 

1,052

 

 

8,510,228

 

7,339,565

 

211,052

 

 

7,550,617

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PROPERTY, PLANT, AND EQUIPMENT

 

5,940,706

 

 

 

5,940,706

 

4,809,540

 

 

 

4,809,540

 

Less: Accumulated depreciation

 

(2,809,069

)

 

 

(2,809,069

)

(2,416,416

)

 

 

(2,416,416

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total property, plant & equipment

 

3,131,637

 

 

 

3,131,637

 

2,393,124

 

 

 

2,393,124

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bond issuance costs, net of accum. amort. of $10,038 and $9,235

 

2,007

 

 

 

2,007

 

2,810

 

 

 

2,810

 

Refundable deposits

 

1,111

 

 

 

1,111

 

1,111

 

 

 

1,111

 

Investment in association

 

5,000

 

 

 

5,000

 

5,000

 

 

 

5,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other assets

 

8,118

 

 

 

8,118

 

8,921

 

 

 

8,921

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

11,648,931

 

$

1,052

 

$

 

$

11,649,983

 

$

9,741,610

 

$

211,052

 

$

 

$

9,952,662

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND MEMBERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable - trade

 

$

1,115,612

 

$

 

$

 

$

1,115,612

 

$

1,571,949

 

$

 

$

 

$

1,571,949

 

Accrued warranty reserve

 

1,722,783

 

 

 

1,722,783

 

1,453,650

 

 

 

1,453,650

 

Other accrued expenses

 

518,935

 

 

 

518,935

 

297,926

 

 

 

297,926

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

3,357,330

 

 

 

3,357,330

 

3,323,525

 

 

 

3,323,525

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MEMBERS’ EQUITY

 

8,291,601

 

1,052

 

 

8,292,653

 

6,418,085

 

211,052

 

 

6,629,137

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND MEMBERS’ EQUITY

 

$

11,648,931

 

$

1,052

 

$

 

$

11,649,983

 

$

9,741,610

 

$

211,052

 

$

 

$

9,952,662

 

 

12



 

NAUTIC STAR, LLC & SUBSIDIARY

CONSOLIDATING STATEMENTS OF INCOME AND MEMBERS’ EQUITY

For the Years Ended December 31, 2015 and 2014

 

 

 

2015

 

2014

 

 

 

Nautic Star,

 

Navigator

 

Consolidating

 

 

 

Nautic Star,

 

Navigator

 

Consolidating

 

 

 

 

 

LLC

 

Marine, LLC

 

Entries

 

Totals

 

LLC

 

Marine, LLC

 

Entries

 

Totals

 

REVENUE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

56,523,508

 

$

 

$

 

$

56,523,508

 

$

45,054,763

 

$

 

$

 

$

45,054,763

 

Less: Cost of sales

 

46,975,616

 

 

 

46,975,616

 

37,492,612

 

 

 

37,492,612

 

GROSS PROFIT

 

9,547,892

 

 

 

9,547,892

 

7,562,151

 

 

 

7,562,151

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: Selling, general and administrative expenses

 

3,701,152

 

 

 

3,701,152

 

2,909,030

 

35,387

 

(11,694

)

2,932,723

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME FROM OPERATIONS

 

5,846,740

 

 

 

5,846,740

 

4,653,121

 

(35,387

)

11,694

 

4,629,428

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease income

 

 

 

 

 

 

5,352

 

 

5,352

 

Other income (expenses)

 

10,069

 

 

 

10,069

 

57,965

 

 

 

57,965

 

Gain (Loss) on disposal of assets

 

 

 

 

 

 

9,042

 

39,422

 

48,464

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other income (expenses)

 

10,069

 

 

 

10,069

 

57,965

 

14,394

 

39,422

 

111,781

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

5,856,809

 

 

 

5,856,809

 

4,711,086

 

(20,993

)

51,116

 

4,741,209

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Members’ equity at beginning of year

 

6,418,085

 

211,052

 

 

6,629,137

 

5,965,742

 

232,045

 

(51,116

)

6,146,671

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Contributions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Member distributions

 

(3,983,293

)

(210,000

)

 

(4,193,293

)

(4,258,743

)

 

 

(4,258,743

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Members’ equity at end of year

 

$

8,291,601

 

$

1,052

 

$

 

$

8,292,653

 

$

6,418,085

 

$

211,052

 

$

 

$

6,629,137

 

 

13



 

NAUTIC STAR, LLC & SUBSIDIARY

CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Years Ended December 31,2015 and 2014

 

 

 

2015

 

2014

 

 

 

Nautic Star,

 

Navigator

 

Consolidating

 

 

 

Nautic Star,

 

Navigator

 

Consolidating

 

 

 

 

 

LLC

 

Marine, LLC

 

Entries

 

Totals

 

LLC

 

Marine, LLC

 

Entries

 

Totals

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

5,856,809

 

$

 

$

 

$

5,856,809

 

$

4,711,086

 

$

(20,993

)

$

51,116

 

$

4,741,209

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and Amortization

 

393,456

 

 

 

393,456

 

274,836

 

38,026

 

(11,694

)

301,168

 

(Gain) loss from sale of assets

 

 

 

 

 

 

(9,042

)

(39,422

)

(48,464

)

(Increase) decrease in:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

(106,354

)

 

 

(106,354

)

(3,535

)

1,069

 

 

(2,466

)

Other receivable

 

(61,773

)

 

 

(61,773

)

 

 

 

 

Inventories

 

288,770

 

 

 

288,770

 

5,004

 

 

 

5,004

 

Prepaid expenses

 

5,812

 

 

 

5,812

 

(4,839

)

 

 

(4,839

)

Increase (decrease) in:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

(456,337

)

 

 

(456,337

)

349,144

 

(500

)

 

348,644

 

Accrued expenses

 

490,144

 

 

 

490,144

 

135,063

 

(3,600

)

 

131,463

 

Refundable deposits

 

 

 

 

 

599

 

 

 

599

 

Deferred lease income

 

 

 

 

 

 

(1,319

)

 

(1,319

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

6,410,527

 

 

 

6,410,527

 

5,467,358

 

3,641

 

 

5,470,999

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from sale of assets

 

 

 

 

 

 

136,300

 

 

136,300

 

Purchases of interests in associated companies

 

 

 

 

 

(5,000

)

 

 

(5,000

)

Purchases of property, plant and equipment

 

(1,131,168

)

 

 

(1,131,168

)

(990,900

)

 

 

(990,900

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) investing activities

 

(1,131,168

)

 

 

(1,131,168

)

(995,900

)

136,300

 

 

(859,600

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions to members

 

(3,983,293

)

(210,000

)

 

(4,193,293

)

(4,258,743

)

 

 

(4,258,743

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) financing activities

 

(3,983,293

)

(210,000

)

 

(4,193,293

)

(4,258,743

)

 

 

(4,258,743

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCREASE (DECREASE) IN CASH

 

1,296,066

 

(210,000

)

 

1,086,066

 

212,715

 

139,941

 

 

352,656

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AT BEGINNING OF YEAR

 

3,406,087

 

211,052

 

 

3,617,139

 

3,193,372

 

71,111

 

 

3,264,483

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AT END OF YEAR

 

$

4,702,153

 

$

1,052

 

$

 

$

4,703,205

 

$

3,406,087

 

$

211,052

 

$

 

$

3,617,139

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid during the year for:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest

 

$

 

$

 

$

 

$

 

$

913

 

$

 

$

 

$

913

 

 

14



 

NAUTIC STAR, LLC & SUBSIDIARY

CONSOLIDATING SCHEDULE OF SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

For the Years Ended December 31, 2015 and 2014

 

 

 

2015

 

2014

 

 

 

Nautic Star,

 

Navigator

 

Consolidating

 

 

 

Nautic Star,

 

Navigator

 

Consolidating

 

 

 

 

 

LLC

 

Marine, LLC

 

Entries

 

Totals

 

LLC

 

Marine, LLC

 

Entries

 

Totals

 

Accounting & legal

 

$

100,969

 

$

 

$

 

$

100,969

 

$

81,363

 

$

 

$

 

$

81,363

 

Advertising and promotional

 

11,292

 

 

 

11,292

 

135,283

 

 

 

135,283

 

Automobile

 

34,333

 

 

 

34,333

 

33,813

 

 

 

33,813

 

Bank charges

 

371

 

 

 

371

 

86

 

 

 

86

 

Computer support

 

59,619

 

 

 

59,619

 

26,333

 

 

 

26,333

 

Consulting

 

700

 

 

 

 

 

700

 

 

 

 

 

 

 

Contributions

 

395

 

 

 

395

 

4,046

 

 

 

4,046

 

Depreciation

 

7,528

 

 

 

7,528

 

8,004

 

38,026

 

(11,694

)

34,336

 

Dues & subscriptions

 

49,573

 

 

 

49,573

 

35,193

 

 

 

35,193

 

Employee relations

 

79,578

 

 

 

79,578

 

51,497

 

 

 

51,497

 

Insurance - other

 

150,048

 

 

 

150,048

 

103,049

 

 

 

103,049

 

Interest

 

 

 

 

 

913

 

 

 

913

 

Meals & entertainment

 

9,645

 

 

 

9,645

 

6,290

 

 

 

6,290

 

Miscellaneous

 

7,366

 

 

 

7,366

 

6,843

 

(1,934

)

 

4,909

 

Office supplies

 

66,287

 

 

 

66,287

 

48,094

 

 

 

48,094

 

Payroll taxes

 

77,655

 

 

 

77,655

 

60,630

 

 

 

60,630

 

Pension plan expense

 

9,850

 

 

 

9,850

 

11,714

 

 

 

11,714

 

Postage

 

4,344

 

 

 

4,344

 

3,684

 

 

 

3,684

 

Research and development

 

204,635

 

 

 

204,635

 

166,680

 

 

 

166,680

 

Rent - equipment

 

8,615

 

 

 

8,615

 

5,541

 

330

 

 

5,871

 

Repairs and maintenance

 

264,775

 

 

 

264,775

 

166,468

 

 

 

166,468

 

Safety & security

 

35,128

 

 

 

35,128

 

12,355

 

 

 

12,355

 

Salaries - office & management

 

1,117,567

 

 

 

1,117,567

 

842,714

 

 

 

842,714

 

Sales commissions

 

1,180,159

 

 

 

1,180,159

 

970,631

 

940

 

 

971,571

 

Taxes & licenses

 

163,193

 

 

 

163,193

 

83,906

 

(1,975

)

 

81,931

 

Telephone & utilities

 

15,616

 

 

 

15,616

 

9,840

 

 

 

9,840

 

Travel

 

24,175

 

 

 

24,175

 

22,255

 

 

 

22,255

 

Uniforms

 

17,736

 

 

 

17,736

 

11,805

 

 

 

11,805

 

Total

 

$

3,701,152

 

$

 

$

 

$

3,701,152

 

$

2,909,030

 

$

35,387

 

$

(11,694

)

$

2,932,723

 

 

15


Exhibit 99.3

 

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NAUTIC STAR, LLC

 

Amory, Mississippi

 

As of June 30, 2017 and for the Six Months Ended

June 30, 2017 and 2016 and Related Notes

 

Franks, Franks, Jarrell & Wilemon, P.A

Certified Public Accountants

 



 

NAUTIC STAR, LLC & SUBSIDIARIES

 

TABLE OF CONTENTS

 

INDEPENDENT AUDITORS’ REVIEW REPORT

2

 

 

FINANCIAL STATEMENTS:

 

 

 

Condensed Consolidated Balance Sheets

3

 

 

Condensed Consolidated Statements of Income & Members’ Equity

4

 

 

Condensed Consolidated Statements of Cash Flows

5

 

 

Condensed Consolidated Notes to the Financial Statements

6

 



 

P.O. Box 731
Tupelo, MS 38802
(662) 844-5226

Partners

Gary Franks, CPA

Greg Jarrell, CPA

Bryon Wilemon, CPA

Jonathan Hagood, CPA

Rudolph Franks, CPA (emeritus)

 

P.O. Box 355

Fulton, MS 38843

(662) 862-4967

 

INDEPENDENT AUDITORS’ REVIEW REPORT

 

To the Board of Directors and Members of

Nautic Star Boats, LLC & Subsidiaries

Amory, Mississippi

 

Report on the Financial Statements

 

We have reviewed the condensed consolidated financial statements of Nautic Star Boats, LLC., a Mississippi Limited Liability and consolidated subsidiaries, which comprise the balance sheet as of June 30, 2017, and the related condensed consolidated statements of income and members’ equity and cash flows for the six months periods ended June 30, 2017 and 2016,

 

Management’s Responsibility

 

The Company’s management is responsible for the preparation and fair presentation of the condensed financial information in accordance with accounting principles generally accepted in the United States of America; this responsibility includes the design, implementation, and maintenance of internal control sufficient to provide a reasonable basis for the preparation and fair presentation of interim financial information in accordance with accounting principles generally accepted in the United States of America.

 

Auditors’ Responsibility

 

Our responsibility is to conduct the reviews in accordance with auditing standards generally accepted in the United States of America applicable to reviews of interim financial information. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial information. Accordingly, we do not express such an opinion.

 

Conclusion

 

Based on our review, we are not aware of any material modifications that should be made to the condensed financial information referred to above for it to be in accordance with accounting principles generally accepted in the United States of America.

 

Report on Condensed Balance Sheet as of December 31, 2016

 

We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet as of December 31, 2016, and the related consolidated statements of income and members’ equity and cash flows for the year then ended (not presented herein); and we expressed an unmodified audit opinion on those audited consolidated financial statements in our report dated September 20, 2017. In our opinion, the accompanying condensed consolidated balance sheet of Nautic Star Boats, LLC & subsidiaries as of December 31, 2016, is consistent, in all material respects, with the audited consolidated financial statements from which it has been derived.

 

/s/ Franks, Franks, Jarrell & Wilemon, P.A.

 

 

 

Franks, Franks, Jarrell & Wilemon, P.A.

 

Fulton, Mississippi

 

October 24, 2017

 

 

2



 

NAUTIC STAR, LLC & SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

June 30,

 

December 31,

 

 

 

2017

 

2016

 

 

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

4,828,802

 

$

3,419,093

 

Accounts receivable - net

 

1,805,579

 

847,796

 

Inventories

 

3,849,659

 

4,142,346

 

Prepaid expenses

 

86,231

 

159,460

 

 

 

 

 

 

 

Total current assets

 

10,570,271

 

8,568,695

 

 

 

 

 

 

 

PROPERTY, PLANT, AND EQUIPMENT

 

7,358,050

 

6,883,982

 

Less: Accumulated depreciation

 

(3,768,557

)

(3,425,711

)

 

 

 

 

 

 

Total property, plant & equipment

 

3,589,493

 

3,458,271

 

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

Bond issuance costs, net of accum. amort. of $11,243 and $10,841

 

802

 

1,204

 

Refundable deposits

 

1,110

 

1,110

 

Investment in association

 

5,000

 

5,000

 

 

 

 

 

 

 

Total other assets

 

6,912

 

7,314

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

14,166,676

 

$

12,034,280

 

 

 

 

 

 

 

LIABILITIES AND MEMBERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Accounts payable - trade

 

$

761,661

 

$

1,141,246

 

Accrued warranty reserve

 

1,992,409

 

1,860,343

 

Accrued repurchase liability

 

200,000

 

200,000

 

Other accrued expenses

 

856,104

 

432,603

 

 

 

 

 

 

 

Total current liabilities

 

3,810,174

 

3,634,192

 

 

 

 

 

 

 

MEMBERS’ EQUITY

 

10,356,502

 

8,400,088

 

 

 

 

 

 

 

TOTAL LIABILITIES AND MEMBERS’ EQUITY

 

$

14,166,676

 

$

12,034,280

 

 

See accompanying notes and independent auditors’ review report.

 

3



 

NAUTIC STAR, LLC & SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND MEMBERS’ EQUITY

(Unaudited)

 

 

 

Six Months Ended June 30,

 

 

 

2017

 

2016

 

 

 

 

 

 

 

REVENUE

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

42,294,689

 

$

28,944,547

 

 

 

 

 

 

 

Less: Cost of sales

 

34,047,204

 

24,016,986

 

 

 

 

 

 

 

GROSS PROFIT

 

8,247,485

 

4,927,561

 

 

 

 

 

 

 

Less: Selling, general and administrative expenses

 

2,807,619

 

2,289,234

 

 

 

 

 

 

 

INCOME FROM OPERATIONS

 

5,439,866

 

2,638,327

 

 

 

 

 

 

 

Interest income

 

5,938

 

3,662

 

Other income (expenses)

 

 

899

 

 

 

 

 

 

 

Total other income (expenses)

 

5,938

 

4,561

 

 

 

 

 

 

 

NET INCOME

 

5,445,804

 

2,642,888

 

 

 

 

 

 

 

Members’ equity at beginning of period

 

8,400,088

 

8,292,653

 

 

 

 

 

 

 

Member distributions

 

(3,489,390

)

(3,471,667

)

 

 

 

 

 

 

Members’ equity at end of period

 

$

10,356,502

 

$

7,463,874

 

 

See accompanying notes and independent auditors’ review report.

 

4



 

NAUTIC STAR, LLC & SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Six Months Ended June 30,

 

 

 

2017

 

2016

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

Net income

 

$

5,445,804

 

$

2,642,888

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

 

 

 

Depreciation and Amortization

 

343,247

 

279,059

 

(Increase) decrease in:

 

 

 

 

 

Accounts receivable

 

(661,721

)

(590,828

)

Inventories

 

292,687

 

(1,802,475

)

Prepaid expenses

 

73,229

 

76,997

 

Increase (decrease) in:

 

 

 

 

 

Accounts payable

 

(379,585

)

1,185,844

 

Accrued expenses

 

259,505

 

293,988

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

5,373,166

 

2,085,473

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

Purchases of property, plant and equipment

 

(474,067

)

(562,768

)

 

 

 

 

 

 

Net cash provided by (used in) investing activities

 

(474,067

)

(562,768

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

Distributions to members

 

(3,489,390

)

(3,471,667

)

 

 

 

 

 

 

Net cash provided by (used in) financing activities

 

(3,489,390

)

(3,471,667

)

 

 

 

 

 

 

INCREASE (DECREASE) IN CASH

 

1,409,709

 

(1,948,962

)

 

 

 

 

 

 

CASH AT BEGINNING OF YEAR

 

3,419,093

 

4,703,205

 

 

 

 

 

 

 

CASH AT END OF YEAR

 

$

4,828,802

 

$

2,754,243

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

 

 

Cash paid during the year for:

 

 

 

 

 

Interest

 

$

 

$

 

 

See accompanying notes and independent auditors’ review report.

 

5



 

NAUTIC STAR, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2017 and the Six Months Ended June 30, 2017 and 2016

 

NOTE 1 - SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Preparation — The interim condensed consolidated financial statements do not represent complete financial statements and should be read in conjunction with the Company’s annual audited December 31, 2016 financial statements.

 

Operations — Nautic Star, LLC. (The Company) is engaged primarily in the manufacture, distribution and sale of recreational boats, engines and parts. The Company sells its products to retail dealers throughout the United States.

 

Basis of Consolidation — The consolidated financial statements include the accounts of Navigator Marine, LLC. And NS Transport, LLC, both wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

 

Revenue Recognition - The Company’s revenue is derived primarily from the sale of boats, marine parts and accessories. Revenue is recognized in accordance with the terms of the sale, primarily upon shipment to customers, once the sales price is determinable and collectability is reasonably assured.

 

Dealer Incentives - The Company offers discounts and sales incentives that include retail promotions, rebates, and floor plan reimbursement costs that are recorded as reductions of revenues in net sales in the condensed consolidated statements of operations. Dealer rebates and sales promotion incentives for the six months ended June 30, 2017 and 2016 totaled $450,151 and $277,484, respectively.

 

Floor Plan Reimbursement Costs - The Company participates in various programs whereby it agrees to reimburse its dealers certain floor plan interest costs incurred by such dealers. Such costs are included as a reduction in net sales in the condensed consolidated statements of operations and for the six months ended June 30, 2017 and 2016 totaled $66,466 and 28,699, respectively.

 

Cash and Cash Equivalents - The Company considers all highly liquid investments with a maturity of three months or less, when purchased, to be “cash equivalent”.

 

Investments in Associations — The Company owns 100 shares in a material purchasing association. The investment in this association is recorded at cost.

 

Income Taxes — Nautic Star, LLC is treated as a partnership for income tax purposes and as such, each member is taxed separately on their distributive share of the Company’s income whether or not that income is actually distributed. Navigator Marine, LLC and NS Transport, LLC are considered disregarded entities for income tax purposes and their net activity will be reported on Nautic Star, LLC’s income tax returns.

 

Receivables — The Company carries its accounts receivable at cost less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts, based on a history of past write-offs and collections and current credit conditions. The Company’s policy is not to accrue interest on accounts receivable. Accounts are written off as uncollectible at the time management determines that collection is unlikely. As of June 30, 2017 and December 31, 2016 the allowance account had a balance of $0 and $0, respectively.

 

6



 

NAUTIC STAR, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2017 and the Six Months Ended June 30, 2017 and 2016

 

NOTE 1 - SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES - continued

 

Inventories - Inventories are stated at the lower of cost (determined on a first-in, first-out basis) or market and include material, labor and factory overhead. Inventories were as follows:

 

 

 

6/30/17

 

12/31/16

 

Raw materials and supplies

 

$

2,481,530

 

$

1,870,112

 

Work in process - boats

 

456,749

 

831,070

 

Finished goods - boats

 

118,182

 

67,384

 

Engines

 

774,973

 

1,128,327

 

In-Transit Inventory

 

0

 

232,916

 

Finished goods - trailers

 

18.225

 

12,537

 

 

 

 

 

 

 

Total

 

$

3,849,659

 

$

4,142,346

 

 

Property, Plant and Equipment - Property, Plant and Equipment is stated at cost. Property, plant and equipment is depreciated over the estimated useful lives of the related assets using primarily the straight-line method. Depreciation expense for the six months ended June 30, 2017 and 2016 was $343,247 and $279,059, respectively. Total fixed assets were as follows:

 

 

 

6/30/17

 

12/31/16

 

Buildings

 

$

1,460,173

 

$

1,460,173

 

Building improvements

 

1,239,085

 

1,071,242

 

Autos and trucks

 

196,028

 

196,028

 

Fixtures and equipment

 

1,422,527

 

1,370,075

 

Molds

 

3,040,237

 

2,786,464

 

 

 

 

 

 

 

Total

 

$

7,358,050

 

$

6,883,982

 

 

Maintenance, repairs, and renewals, which neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Gains and losses on dispositions of property and equipment are included in income.

 

Reserve for Warranty Obligations - The Company offers warranties on the sale of certain products for a period of up to 10 years and records an accrual for the estimated future claims. Such accruals are based upon historical experience and management’s estimates of the level of future claims, and are subject to adjustment as actual claims are determined or as changes in the obligations become reasonably estimable. At June 30, 2017 and December 31, 2016, reserves in the amount of $1,992,409 and $1,860,343 have been established, respectively.

 

Freight Costs - The Company includes freight costs in costs of goods sold. Total freight and shipping costs included in costs of goods sold for the six months ended June 30, 2017 and 2016 was $1,071,094 and $830,477, respectively.

 

Advertising Costs - The Company expenses all advertising costs in the period in which they are incurred. Advertising expense was $11,112 and $130,986 for the six months ended June 30, 2017 and 2016, respectively.

 

7



 

NAUTIC STAR, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2017 and the Six Months Ended June 30, 2017 and 2016

 

NOTE 2 - PENSION PLAN

 

The Company has established a 401 (k) plan. All employees over the age of 18 and with six months of service are eligible to participate. The Company may make discretionary payments as well as discretionary matching of employees’ contributions. Employees may elect to defer amounts according to the maximum allowed under Federal guidelines. For the six months ended June 30, 2017 and 2016, discretionary matching contributions were $20,005 and $15,794, respectively.

 

NOTE 3 - CONCENTRATION OF CREDIT RISK

 

The Company maintains deposits that at times exceeds of federally insured limits. The risk associated with these uninsured funds is managed by maintaining all deposits in high quality financial institutions. At June 30, 2017 and December 31, 2016, deposits in excess of federally insured limits totaled $5,534,775 and $3,617,488, respectively.

 

The Company extends credit to its customers, a significant portion of which are in the recreational boat industry throughout the United States.

 

NOTE 4- USE OF ESTIMATES

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities 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.

 

NOTE 4 - USE OF ESTIMATES - continued

 

The most significant estimates relate to reserved warranty obligations (Note 1 and Note 9) and repurchase commitments (Note 8). These estimates may be adjusted as more current information becomes available, and any adjustment could be significant.

 

NOTE 5 - FAIR VALUES OF FINANCIAL INSTRUMENTS

 

The Fair Value Measurements and Disclosures Topic of the FASB Accounting Standards Codification (FASB ASC 825-10), requires disclosures about the fair value for all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about fair value of financial instruments are based on pertinent information available to management as of June 30, 2017 and December 31, 2016. Accordingly, the estimates presented in these statements are not necessarily indicative of the amounts that could be realized on the financial instruments.

 

Management has estimated the fair values of cash, receivables, accounts payable, accrued expenses and short-term borrowings to be approximately their respective carrying values reported on these statements because of their short maturities.

 

8



 

NAUTIC STAR, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2017 and the Six Months Ended June 30, 2017 and 2016

 

NOTE 6 — ACCOUNTS RECEIVABLE

 

Accounts receivable at June 30, 2017 and December 31, 2016 consisted of the following:

 

 

 

6/30/17

 

12/31/16

 

Trade accounts receivable

 

$

1,805,579

 

$

847,796

 

Less: Allowance for doubtful accounts

 

0

 

0

 

 

 

 

 

 

 

Total

 

$

847,796

 

$

847,796

 

 

NOTE 7 — CONCENTRATIONS

 

Total sales for the six months ended June 30, 2017 and 2016 included sales to one major customer that accounted for 10% and 13% of the total consolidated net sales, respectively. This customer accounted for 15% and 11% of the consolidated net accounts receivable at June 30, 2017 and December 31, 2016, respectively.

 

NOTE 8 - COMMITMENTS AND CONTINGENCIES

 

The Company is party to floor plan repurchase agreements with several financial institutions. These agreements call for the repurchase of unsold inventory by the Company under certain circumstances outlined in the agreements. In the event that repurchase is deemed necessary, the new, unsold merchandise would be purchased by the Company for the amount due to the financial institutions. Normally, the amount due to the financial institutions would be the principal balance outstanding reduced by offsets for damages or misuse. The Company would then reacquire the merchandise and sell the merchandise through its normal distribution channels. The reserve for losses on potential repurchase commitments was $200,000 and $200,000 at June 30, 2017 and December 31, 2016, respectively.

 

NOTE 9 — WARRANTY RESERVE

 

The following summarizes the changes in the Company’s aggregate liability under product warranties:

 

 

 

6/30/17

 

12/31/16

 

 

 

 

 

 

 

Balance at beginning of period

 

$

1,860,343

 

$

1,722,783

 

Warranties accrued during the year

 

422,947

 

637,212

 

Settlements made during the period

 

(340,881

)

(499,652

)

Changes in adjustments, including expirations

 

50.000

 

0

 

 

 

 

 

 

 

Balance at end of period

 

$

1,992,409

 

$

1,860,343

 

 

9



 

NAUTIC STAR, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2017 and the Six Months Ended June 30, 2017 and 2016

 

NOTE 10 — RELATED PARTY TRANSACTIONS

 

The Company utilizes the services of Star Printing, Inc., whose sole shareholder is a 40% equity member of the Company.

 

Related party transactions for the six months ended June 30, 2017 and 2016 are as follows:

 

 

 

6/30/17

 

6/30/16

 

 

 

 

 

 

 

Services and equipment purchased

 

$

80,234

 

$

45,899

 

 

NOTE 11 - SUBSEQUENT EVENTS

 

On October 2, 2017, the Members entered into a closed agreement to sell all of the outstanding membership interests of Nautic Star, LLC to MCBC Holdings, Inc, a Delaware corporation.

 

Management has evaluated subsequent events through October 24, 2017, the date on which the financial statements were available to be issued.

 

10


Exhibit 99.4

 

MCBC HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 


 

On October 2, 2017 (the “Closing Date”), MCBC Holdings, Inc., collectively referred to as “we,” “our,” “MasterCraft,” or the “Company,” purchased all of the outstanding units of Nautic Star, LLC (the “Acquisition”) for a purchase price of approximately $79.8 million, subject to certain adjustments, including customary adjustments for the amount of working capital in the business at the Closing Date. The Company funded the purchase price primarily with borrowings under its Third Amended and Restated Credit Agreement. The Amended Credit Agreement bears interest, at the Company’s option, at either the prime rate plus an applicable margin ranging from 0.75% to 1.75% or at an adjusted London Interbank Offered Rate (“LIBOR”) plus an applicable margin ranging from 1.75% to 2.75%, in each case based on the Company’s senior leverage ratio. Based on the Company’s current senior leverage ratio, the applicable margin for loans accruing interest at the prime rate is 1.25% and the applicable margin for loans accruing interest at LIBOR is 2.25%. The Amended Credit Agreement is secured by a first-priority security interest in substantially all of the Company’s assets. Obligations under the Amended Credit Agreement are guaranteed by the Company and secured by the assets of each of its domestic subsidiaries. The Amended Credit Agreement contains a number of covenants that, among other things, restrict the Company’s ability to, subject to specified exceptions, incur additional debt; incur additional liens and contingent liabilities; sell or dispose of assets; merge with or acquire other companies; liquidate or dissolve; engage in businesses that are not in a related line of business; make loans, advances or guarantees; pay dividends or make other distributions; engage in transactions with affiliates; and make investments. The Company is also required to maintain a specified consolidated fixed charge coverage ratio and a specified total leverage ratio. The Amended Credit Agreement includes customary events of default, including, but not limited to, payment defaults, covenant defaults, breaches of representations and warranties, cross-defaults to certain indebtedness, certain events of bankruptcy and insolvency, defaults under any security documents, and a change of control. The Term Loan will mature and all remaining amounts outstanding thereunder will be due and payable on October 2, 2022.

 

The following unaudited pro forma condensed combined financial information is based on the historical consolidated financial statements of the Company and the historical consolidated financial statements of NauticStar, LLC (“Nautic Star”) and is intended to provide information about how the Acquisition of Nautic Star and related financing may have affected the Company’s historical consolidated financial statements. The unaudited pro forma condensed combined statements of operations information for the year ended June 30, 2017 are presented as if the Acquisition and related financing occurred on July 1, 2016. The unaudited pro forma condensed combined balance sheet as of June 30, 2017 is presented as if the Acquisition and related financing had occurred on July 1, 2016. The pro forma adjustments are described in the accompanying notes and are based upon available information and assumptions available that we believe are reasonable at the time of the filing of this report on Form 8-K/A.

 

The unaudited pro forma condensed combined statement of operations for the year ended June 30, 2017 was derived from the Company’s audited consolidated statement of operations for the year ended June 30, 2017 and Nautic Star’s condensed consolidated statement of operations for the twelve months ended June 30, 2017 were derived by adding the historical financial information included in NauticStar’s audited statements of income for the year ended December 31, 2016 and NauticStar’s unaudited statement of income for the six months ended June 30, 2017, and excluding NauticStar’s unaudited statement of income for the six months ended June 30, 2016.

 

The unaudited pro forma condensed combined financial statements are presented for informational purposes only. The unaudited pro forma condensed combined financial statements are not necessarily indicative of what our financial position or results of operations would have been had we completed the Acquisition as of the dates indicated. In addition, the unaudited pro forma condensed combined financial statements do not purport to project the future financial position or operating results of the combined company.

 



 

NauticStar’s assets and liabilities are recorded at their estimated fair values. Pro forma purchase price allocation adjustments have been made for the purpose of providing unaudited pro forma condensed combined financial information based on current estimates and currently available information, and are subject to revision based on final, independent determinations of fair value and final allocation of purchase price to the assets and liabilities of the business acquired. The unaudited pro forma condensed combined statements of operations do not reflect the realization of any expected cost savings and other synergies resulting from the Acquisition as a result of any cost saving initiatives planned subsequent to the closing of the Acquisition and related financing nor do they reflect any nonrecurring costs directly attributable to the Acquisition and related financing.

 

The accounting policies used in the presentation of the following unaudited pro forma condensed combined financial information are those set out in the Company’s audited consolidated financial statements for the fiscal year ended June 30, 2017. Certain reclassifications of NauticStar’s historical statements of income have been made to conform to the Company’s accounting policies.

 

The unaudited pro forma condensed combined consolidated financial statements along with the assumptions underlying the pro forma adjustments are described in the accompanying notes and should be read in conjunction with the historical consolidated financial statements contained in the Company’s annual report on Form 10-K for the year ended June 30, 2017 and NauticStar’s historical financial statements included in Exhibits 99.1, 99.2 and 99.3 contained in this Form 8-K/A.

 



 

MCBC HOLDINGS, INC. AND SUBSIDIARIES

Pro Forma Condensed Consolidated Statement of Operations (Unaudited)

For the Fiscal Year Ended June 30, 2017

(In thousands, except share data)

 

 

 

MCBC
Holdings, Inc.
Historical

 

Nautic Star,
LLC
Historical

 

 

 

MCBC
Holdings, Inc.

 

 

 

Fiscal Year
Ended
June 30, 2017

 

Twelve
Months Ended
June 30, 2017

 

Pro Forma
Adjustments

 

Pro Forma
Combined

 

NET SALES

 

$

228,634

 

$

77,071

 

$

 

 

$

305,705

 

COST OF SALES

 

165,158

 

62,912

 

(153

)(a)

227,917

 

GROSS PROFIT

 

63,476

 

14,159

 

153

 

77,788

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

Selling and marketing

 

9,380

 

1,691

 

546

(b)

11,617

 

General and administrative

 

20,474

 

3,439

 

 

23,913

 

Amortization of intangible assets

 

107

 

 

3,083

(c)

3,190

 

Total operating expenses

 

29,961

 

5,130

 

3,629

 

38,720

 

OPERATING INCOME

 

33,515

 

9,029

 

(3,476

)

39,068

 

OTHER EXPENSE (INCOME):

 

 

 

 

 

 

 

 

 

Interest expense

 

2,222

 

 

3,380

(d)

5,602

 

Other

 

 

(12

)

 

 

(12

)

INCOME BEFORE INCOME TAX EXPENSE

 

31,293

 

9,041

 

(6,856

)

33,478

 

INCOME TAX EXPENSE

 

11,723

 

 

836

(e)

12,559

 

NET INCOME (LOSS)

 

$

19,570

 

$

9,041

 

$

(7,692

)

$

20,919

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE SHARES:

 

 

 

 

 

 

 

 

 

Basic

 

18,592,885

 

 

 

 

 

18,592,885

 

Diluted

 

18,620,708

 

 

 

 

 

18,620,708

 

 


(a)              Reflects $393 in additional depreciation related to an increase in the estimated fair value of tangible assets and $546 in reclassifications of purchase discounts associated with a Joint Marketing Agreement (“JMA”) from selling and marketing to cost of sales to conform the presentation of NauticStar’s financial information to MasterCrafts’s presentation. Excludes the increase of $303 attributable to the nonrecurring estimated fair value step up in inventory assumed as part of the Acquisition.

(b)              Reflects reclassifications of $546 in JMA purchase discounts from selling and marketing to cost of sales to conform the presentation of NauticStar’s financial information to MasterCrafts’s presentation.

(c)               Reflects the amortization expense attributable to intangible assets assumed to be acquired as part of the Acquisition.

(d)              Reflects increased interest expense resulting from the borrowings in connection with the Acquisition based on the current interest rate of 3.80%. The Company, in connection with the Acquisition, entered into an Amended Credit Agreement providing the Company with an $145 million senior secured credit facility, consisting of a $115 million term loan and a $30 million revolving credit facility. The Company used the proceeds from the term loan to fund the payment of the purchase price.

(e)               Represents the income tax impact of the pro forma adjustments based on the applicable blended rate, including, (i) interest expense on the Company’s additional proceeds from the new term loan assumed to finance the Acquisition, (ii) amortization expense of intangible assets assumed acquired as part of the Acquisition, and (iii) depreciation expense for tangible assets assumed as part of the Acquisition.

 



 

MCBC HOLDINGS, INC. AND SUBSIDIARIES

Pro Forma Consolidated Balance Sheet (Unaudited)

As of June 30, 2017

(In thousands, except share data)

 

 

 

MCBC
Holdings, Inc.
Historical

 

Nautic Star,
LLC Historical

 

 

 

MCBC
Holdings, Inc.

 

 

 

As of June 30,
2017

 

As of June 30,
2017

 

Pro Forma
Adjustments

 

Pro Forma
Combined

 

ASSETS

 

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

4,038

 

$

4,829

 

$

(251

)(a)

$

8,616

 

Accounts receivable — net

 

3,500

 

1,806

 

 

5,306

 

Inventories — net

 

11,676

 

3,850

 

303

(b)

15,829

 

Prepaid expenses and other current assets

 

2,438

 

86

 

 

2,524

 

Total current assets

 

21,652

 

10,571

 

52

 

32,275

 

Property, plant and equipment — net

 

14,827

 

3,589

 

3,750

(c)

22,166

 

Intangible assets — net

 

16,643

 

 

45,434

(d)

62,077

 

Goodwill

 

29,593

 

 

30,290

(e)

59,883

 

Deferred debt issuance costs — net

 

481

 

 

 

481

 

Other

 

125

 

7

 

 

132

 

Total assets

 

83,321

 

14,167

 

79,526

 

177,014

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

 

Accounts payable

 

11,008

 

762

 

 

11,770

 

Income tax payable

 

780

 

 

 

780

 

Accrued expenses and other current liabilities

 

21,410

 

3,048

 

 

24,458

 

Current portion of long term debt, net of unamortized debt issuance costs

 

3,687

 

 

3,737

(f)

7,424

 

Total current liabilities

 

36,885

 

3,810

 

3,737

 

44,432

 

Long term debt, net of unamortized debt issuance costs

 

30,790

 

 

75,789

(f)

106,579

 

Deferred income taxes

 

953

 

 

 

953

 

Unrecognized tax positions

 

2,932

 

 

 

2,932

 

Total liabilities

 

71,560

 

3,810

 

79,526

 

154,896

 

STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

 

 

 

Common stock, $.01 par value per share — authorized, 100,000,000 shares; issued and outstanding, 18,637,445 shares at June 30, 2017

 

186

 

 

 

186

 

Member units

 

 

 

10,357

 

(10,357

)(g)

 

Additional paid-in capital

 

112,945

 

 

10,357

(g)

123,302

 

Accumulated deficit

 

(101,370

)

 

 

(101,370

)

Total stockholders’ equity

 

11,761

 

10,357

 

 

22,118

 

Total liabilities and stockholders’ equity

 

$

83,321

 

$

14,167

 

$

79,526

 

$

177,014

 

 



 


(a)              Reflects cash proceeds used by the Company to fund the Acquisition.

(b)              Represents an increase of $303 in the estimated fair value of inventory. The allocation of fair value to inventory is based on preliminary estimates; the final acquisition cost allocation may differ materially from the preliminary assessment outlined above. An independent valuation of management’s estimate has not been performed at the time of this report. Any changes to the initial estimates of the fair value of the assets and liabilities will be allocated to goodwill.

(c)               Represents the increase in estimated fair value of tangible assets for pro forma purposes. This allocation is based on preliminary estimates; the final acquisition cost allocation may differ materially from the preliminary assessment outlined above. An independent valuation of management’s estimate has not been performed at the time of this report. Any changes to the initial estimates of the fair value of the assets and liabilities will be allocated to goodwill.

(d)              Reflects the estimated amount of goodwill acquired at the date of the Acquisition. Goodwill represents the total excess of the total purchase price over the fair value of the net assets acquired. This allocation is based on preliminary estimates; the final acquisition cost allocation may differ materially from the preliminary assessment outlined above. Any changes to the initial estimates of the fair value of the assets and liabilities will be allocated to goodwill. Residual goodwill at the date of Acquisition will vary from goodwill presented in the unaudited pro forma condensed combined balance sheet due to changes in the net book value of intangible assets during the period presented through the date of acquisition as well as results of an independent valuation, which has not been completed at the time of this report.

(e)               Reflects the preliminary estimate of the fair value of the acquired intangible assets, including trade name, customer relationship assets and non-compete agreements with key employees. The purchase price allocated to these intangible assets was based on management’s estimate of the fair value of assets purchased, and has not been subject to an independent valuation at the time of this report.

(f)                Reflects borrowings net of debt issuance costs under the Amended Credit Agreement used to repay the Company’s previously existing term loan, fund the Acquisition and pay certain fees and expenses related to entering into the Credit Agreement.

(g)               Represents the elimination of the historical owners’ equity interest in Nautic Star, LLC.