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Home My WebLink About03-01-1984 Industrial Development Corporation Board of Directors Meeting (2)C ``~ ( f AGENDA c ~r MEET ING OF THE LA PORTE INDUSTRIAL DEVELOPMENT CORPORATION TO BE ~ HELD MARCH 1, 1984, IN THE CONFERENCE ROOM OF THE CITY HALL, 604 [ WEST FAIRMONT PARKWAY, LA PORTE, TEXAS, BEGINN ING AT 7:00 P.M. ( ~ 1. CALL TO ORDER ( 2. CONSIDER MINUTES OF THE MEETING OF THE IDC HELD FEBRUARY 13, 1984 ( 3. RECONSIDER PAYMENT OF FEDERAL EXPRESS BILL TO CITY OF LA PORTE 4. CONSIDER INDUCEMENT RESOLUTION FOR CONTECH ENGINEERING PROJECT ( ~ 5. CONSIDER APPLICATIO N FOR FINANCING FOR PRO CESS PRODUCTS, INC. ( 6. ADJOURNMENT ~ ~ ( [ ( ( ~ ~ ( ( ~ ~ ~ L ~- 4 t V ~ ~ • MINUTES OF THE LA PORTE INDUSTRIAL DEVELOPMENT CORPORATION FEBRUARY 13, 1984 1. The meeting was called to order at 7:O1 P.M. by Vice-President Walter Springall. Members Present: Walter Springall, John Long ley, Robert White, Jack Lawler Members Absent: Virginia Cline, Jerry Dennis Others Present: Knox Askins, Attorney; representative from Contech Engineering 2. The minutes of the IDC meeting held December 14, 1983, were considered for approval. Motion was made and seconded to approve the minutes as presented. The motion carried, 4 ayes and 0 nays. ~~ 3. The application for financing for Contech Engineering was con- sidered for approval. After a presentation by a representative of Contech and questions from the Board were answered, motion was made and seconded to approve the application for financing for Contech Engineering. The motion carried, 4 ayes and 0 nays. 4. The Board considered approving payment of a bill to the City of La Porte to reimburse them for a Federal Express bill paid by the City for the IDC. Motion was made and seconded to pay the bill to the City if the City can justify that it is an IDC bill. The motion carried, 4 ayes and 0 nays. 5. There being no further business, motion was made and seconded to adjourn. The motion carried and the meeting was duly ad- journed. Respectfully submitted: Passed & Approved this the 1st day of March, 1984 Acting Secretary Virginia Cline, President ~ r~ • MEMORANDUM • T0: Industrial Development Corporation Board FROM: Cherie Black, City Secretary SUBJECT: Federal Express Bill Presented at February 13 Meeting The bill from the City of La Porte to the IDC for Federal Express charges is for copies of the documents involving the C.K.G. project. These copies were sent to Mary Pat Kircher of Reynolds, Allen & Cook, Inc., and to the Texas Economic Development Commission in Austin. I have attached copies of the bills for your information. If you do not feel the IDC should pay these charges and that a bill be sent to Reynolds, Allen & Cook for reimbursement, may I suggest that the IDC reimburse the City so that they can clear their books, and then the IDC bill Reynolds, Allen & Cook. Thank you for your cooperation. -~ ~ ;. ~` ~-~7~' Cherie Black City Secretary CB/ Ene. ~- • • ~ INVOICE ND City of La Porte Phone (713) 471.5020 • P. O. Box 1115 La Porte, Texas 77571 La Porte Industrial Development Corp. P. 0. Box 1115 La Porte, TX 77571 L J 0132 DATE December 27, 1983 INVOICE DATE GEN. LEDGER N DESCRIPTION AMOUNT INTEREST AMOUNT DUE 12-27-83 i 001-600-600-203 Federal Express Delivery Charges r~~ icTnnA~'R $ 36.50 $ 36.50 . + • • ,.4. ~~ ~ ,, / ~i ~rrT C4~ ~' ~,/ ~~o ~O~.N ~_j: ~-. , s (~~~--~ .~ ` _ , .- ,.., r ~ 4 R REIMBURSEMENT VOUCHER CITY OF LA PORTE PETTY CASH .t„t•T p: { }~~~tAY.Y~'itY "..l_ dr to ,E~•',w ~.f~,-~`~*~~= .Y'^ h1E„ R ' 9 DATE December 7, 1983 NUMBER CODE 001-600-600- ~'LD~ AMOUNT $12.50 FOR Federal Express Deliver of Information to Re APPROVED RECEIV~ ~ "~"L~G~~-- ' ADVANCE ? (RETURN IMMEDIATELY) Allen & Coe ' ~ ~ AIRBILL NUMBER ,~ ~ 745209371 ~'~ NE Jr. W~/~ ~ ,. ~ 1..- I. ~ .I-~ ~yt.(. '. ~ I.I. .... ~~ ~ ~ ~ ~ ~ r-= _ I lil I III I II I I I I I I II I I I I I II I III I III t l l I II I I II I I I li - _~ ..~,..~.,.. - ~ 12-7-83 i _ ----._ "ROM (Your Name) _ __ TO (Recipient's Name) -. _ _ _ _ _ _ If Hold Far Pkk-0p or Saturday Oeliv ry City of La Porte, Laura hall ' Mary Pat K~fCher lieclprent's Phone Number ;OMPANY DEPARTMENT/FLOOR NO. I ,COMPANY DEPARTMENT/FLOOR NO. ~ City of L$ Porte City manager ~_ Re olds A11en & Cook _ Tnr A tnrn ;TREET ADDRESS , _ , , STREET ADDRESS (P.O. BOX NUMBERS ARE NOT DELIVERABLE). l 504 West Fairmont Parkway 3300 Allied Saak Pla2R .ITY STATE ~ I CITY STATE La Porte _ -. I~e d f ZIP ACCUMTE IIR CODE RFWNIED .~ ~ ~ +~ ~E }~, rr~ FOR C011RFCr INVOICING ~ ~ ~ ,.r y E +} ~ ~* H - '1 i '~ ; ~L HO 1 IN TENDERING THIS SHIPMENT. SHIPPER AGREES THAT ' Zl~r^"'~ =I~~ ~+• ~8 IOR OVERNIGHT OEIIYERY ~ F.E.C. SHALL NOT BE UABLE FOR SPECIAL. INCIDEN~ '! U , y ~ ° _ 1r Li • i_ 7 7 5 7 I --i ,n ~-w•-werP! .+n in~nd:Tw- --•_•--_ TAL OR CONSEQUE I NTIAL DAMAGES ARISING fROM ~} /~ /~ I ~ 1 ~ .. ... •I 4 ~ ~ , ~ j~ ' . OUR NOTESIREFERFNCE NUMBERS (FIRST 12131AMCTERS WILL ALSO APPEAR ON INVOICE) ~ ., i~ .. . V •a . CARRIAGE HEREOF. F.E.C. DIS- CLAIMS ALL WARRANTIES. EXPRESS OR IMPLIED, WITH -r- •-•- ~~ FEOERALEXPRESSUSE.~ , ' ~ --~_~- - - ' RESPECT TO THIS SHIPMENT. THIS IS A NONNEGOTIABLE fREIGHTCHARGES i.7. -•---•--------•---.-.---.--.---_-.--_.-__.__. - - __..__-___.__.-~___:.•:._-.•_.._.-__-. _._ ._.~.__. ^AVMENT ^ BID Shipper ^ BiD Recglenl's F.E.C. Acct. ^ BID 3rd Party F.E.C. Acct ^ Bill Credit Card AIRBILL SUBJECT TO CONDITIONS OF CONTRACT SET FORTH ON REVERSE OF SHIPPER'S COPY, UNLESS YOU DECLARE A a. ~__ _^__ Cash In Advance ___ACCOUnt NumberlCredit Card Number NIGHER VALUE. THE LIABILITY OF FEDERAL EXPRESS COR~ PORATION IS LIMITED TO f 100 00 DECLARED VALUE CHARGE `'"' . ~ SERVICES DELIVERY AND SPECIAL HANDLING ~ PIECES WEIGHT UE D O VCA ~ CHECK ONLY ONE BOX CHECK SERVICES REQUIRED L ' AGTlPRO ADVANCE ORIGIN iI~iOVERNgMI RNCRIGESI 6^OROPRf00rR t ~:I'..- ...; ~~.~'ll `.I L,•:I:. , ~ ~ - RICKED Uv 9Y fEDfRRI ' ~~ T^uR,°w,EWaN I AGT/PRO ADVANCE DESTINATION ~ ~OY(RNIGHT fNYEIORE RICMED UP RY EFOER4- ~IUCro 71851 B^ LErtFR ONLY IMgnw 2 ^ DFIIVfR ~ -' ' ,+u an~wsl ERMIGHT e0R G , ' •~ ~uR m s Ees I 9 ^ $1TGRD~Y SfRVI[E REQUIRED 3 ^ Sa Rn°ry IEno m„E. +RRIHE ror aRan I TOTAL TDTAL TOTAL OTHER UvERNIGHT fUeE 'J BUR Ia s les 1 RESTRICTE01RiIClfS SERVICE IR~1 n0 ~ ^ I swwm Nv RRCUpa RnN. emE m°rpr R CEIYED A ' ~~ :;i S ^ sss agnEro,E s.w,m s.~q. "°°'n0- °"" °""r' +~"'EI 1 SHIPPER S DOOR ~~ ^ REGULAR STOP ~ TOTAL CHARGES OELrvERY tnD eu51NE55 ' ~ G+Y rOIIOWING RICK-U0 G ^ ~RY ICE lBS ^ ONLAIL STOP ry" +., ^ F.E.C. LOC. ~ ^ OTHER sRECUU SERYICE Federal Express Corparaoon Employee Ne. _ ?KNIGHT" IS DEFINED AS NEXT BUSINESS DAY B ^ ~ pAgT 'IUAY TMROIIGH FRIDAY). SEE SPECIAL DATElTIME For Federal Express Use R2O017350OO •~UNG FOR SATURDAY DELIVERY,-_ 9 ~ -__ REVISION DATE 3,'81 E • I PRINTED USA. i f REIMBURSEMENT VOUCHER r-; !N. T . tY, a• ,~ . . ~' y r~. r +. ~.: X: F l T4 r~ ~4 ~ ~~~~#d ~ DATE December 8, 1983 NUMBER - CODE 001-600-600-202 FOR Federal Express-Jearme Talerico-Texas Economic Commission APPROVED ~ -r/ RECEIVE t ~GF_/,c, ADVANCE ? (RETURN IMMEDIATELY) CITY OF LA PORTE PETTY CASH AMOUNT $24.00 AIR8ILL NUMBER ~ ~ 745209323 J:. ..i11 ~~ r - _-. - _. - ..__. . -- „_.... Et ._., . .-_._._. --. __.. _. ___..-_. • IIII VIII ' _ ___ 111111111111111111111111111_IIII_II_II_ilillll _.. __.. / f ~ - 1 ?~.. ~ ROM (Your Name) - ~ ------ - _ _. _ _ , T~(Reclpien~ ameN ) - If Hob Far Pick-Up a Saturday Delivery, , ,,1 Recipient's Pbone Number ,OMPAN ~ DEPARTMENT/FLOOR NO. t~tt~A DEPARTMENT/FLOOR N0. ' City of La Ponta ;.~ .; ' ~' r r SSI~~I:~l ' ;Tf1FLfADDRESS S R NU S R T ELIVERA LE) COL West Faimant Parkwaq w ~r~*~e-~~eet ..r STATE ~ I i U~ STATE I~t Porte Texts ~ :I ' _ - ._.-_-_~- W1-~! •rswMNl.~• -r ._. - l' T-'Yf~.-!RTr'.1V.,T..S AS.~-T dZIP NCCUMTE IIP CODE REOUWFO !( ~ a IN T HIPMENT, SHIPPER AGREES THAT I xCCUMEE ZIP CODE REWIR~ii ','~'g$-'~ ;~ + e~ ~ ~ ~ ~ ~ r i0R OOg11ECT INVOICING ZIP `/ ,~.f(~ (~'N ~ -Ji J ~J d ~~ ~ F.E.C. SHALL NOT BE LIABLE FOR SPECIAL, 1NCIDEN~ Foq ovfgNwNr o(uvfgv Il.,;~ ~~~L N~' _ ~ ~' / SI ~ Z •° ~ s : '('.' TAL OR COHSEOUENTIAL DAMAGES ARISING FROM i I .I ~ ;'~ G1A NOTESrtiEFERENCE NUMBERS (FIRST 12 CHARACTERS WILL ALSO APPEAR ON INVOICE)a~E~ CARRIAGE HEREOF. F.E.C. DIS- . ~ '~ ' ~ r---i----Y___J ~.~ _ ~ ~ ~ ~ CLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH FEDERAL EXPRESS USE • ~ ~ __ RESPECT TO THIS SHIPMENT. THIS IS A NONNEGOTIABLE FREK;HTCNARGES ~'~ - °'-- ----- - - --- • ----- ----------~_____ __. _._~- ~_. AIRBR.L SUBJECT TO CONDITIONS OF CONTRACT SET FORTH "' ~AYMfNT Bill Shipper ^ Bill Recipients F.E.C. Acet. ^ BIR 3rd Parry F.E.C. Acct. ^ Bill Credit Cab ON REVERSE OF SHIPPER'S COPY, UNLESS YOU DECLARE A ~~ ~ ~ HIGHER VALUE. THE LIABILITY OF FEDERAL EXPRESS COR~ ••` ~•~ Casfl IA Advance ACCOUnt Number/Credit Cab Number PORATION IS UMITFD TO E100 00 DECLARED VALUE CHARGE . ~ SERVICES DELIVERY AHD SPECIAL HANDLING I PIECES WEIGHT DECLARED Ors ' VALUE CHECK ONLY ONE BOX CHECK SERVICES REQUIRED r E ~ ' AGilPRO AOVANCEORIGIN .'rTNNx;N(DaCxAGf51 B^OgODD(O OFE 1 ... . .. ',l• .~-. G E Y F0fN0. ~ ~ ~:'. e 7^' mo.D ~ ' ' ~ ! AGTIPRO ADVANCE DESTINATION ~OVENMIf Nt (NVEIOPE DICtlEO UD Br FfOERNE- '~~uDtl 7ltl5i B^IIErtFN O4:Y IF~pnw r . i 11 i~I DE4VEN 2/`-1 r V DDD NfI ^.'hgNIGNr BOx SAfUNONY $EN N - nD u s Ees I 9 ^ r ICf EOUIgfO 3 ^ sa NDnnD rFnn cnu0(+WI+F ar anwn I TOTAL TOTAL TOTAL OTHER -^rERNiGNT lutlf ~.~D iD s Ens I NfSTgICiEO NNnClES SfgVICf iD~l EnD 0 ^ l y smaro Nn DxEaae oDN. rmD tlwryDl RE EIVED A : sss a nm,.. s s SHIPPER'S ODOR ,, . .:. S ^ g a„nr .n~ ~.am~a rmc cnupr D rDn TOT 1'~EIwENr }NO eU51NE55 . DD ^ REGULAR STOP ~:~, ~ I AL CHARGES a,. iouow~NC DKx-uD g ^ oqr x:F Ees Q ONCALL STOP ~ rlrtq sDEC g F.E.C. LOC. ~ r +~ 7 ^ IU sE vk( Federal Express Capaaaon Emproyee No. - ...,a; ~ -KNIGHT" IS DEFINED AS NEXT BUSINESS DAY 8 ^ 1, j } ~ ~ v~ y ' '~OAY THROUGH FRIDAY). SEE SPECIAL ( PART ~$ING FOR SATURDAY DELIVERY. _ _ 9 ^ _ DATElTIME Far Federal Express Use •2041735000 REVISION DATE r 3'B1 E - ' . f PRINTED U.S.A. :: ,, Y~ ,c. • ;?1~;1 ~<i-t~7b4 Tr;lex - 502-~; 6 City Secretary City of LaPorte, TX 604 West Fairmont Pkwy. P.O. Box 1115 LaPorte, TX 77571 Gentlemen: February 14, 1984 RE: Application for Indus- trial Development Revenue Bonds Process Products, Inc. is interested in building an industrial valve reconditioning plant in LaPorte using Industrial Development Revenue Bonds as primary financing. We would like very much to be included on the agenda for the March 1, 1984 meeting. Process Products, Inc. was organized in 1983 with offices in Deer Park, Texas. The company was formed to specialize in industrial valve and related instrument sales and service. Process Products officers and directors in- clude: James R. Rosier -Age 43 - President Ten (10) years experience in the valve business. 1974 - 1983 -Vice-President of similar valve company in Houston, Texas Wesley Fox -Age 47 - Vice-President Twenty (20) years experience in the valve business. 1964 - 1973 -Maintenance Engineering Corporation - Salesman 1974 - Present -Vice-President of similar valve company. in Houston, Texas Page 2 Process Products, Inc. is a joint venture between the above principles who own,51~ of the outstanding stock, and Plant Specialties, Inc., who own the remaining 49g of the stock. Plant Specialties, Inc. is a twelve ('12) year old company specializing in valve sales and reconditioning. Our home office is in Sulphur, La. and we also have a com- plete shop and facility in Baton Rouge. We have fifty-five (55) employee's with a 1983 payroll of one million, two hundred and twenty-four thousand, nine hundred and sixty- one dollars ($1,224,961.00). Plant Specialties, Inc. Officers and directors include: Leroy C. Smith, Jr. - Age 43 - Chairman of the Board Nineteen (19) years experience in the valve business, all aspects. 1965 - 1969 - Dresser Industries, Inc. Alexandria, La. 1969 - 1974 - Vice-President of similar valve company in Houston, Texas 1975 - Present - Partner and Chairman of Plant Specialties, Inc. C.B. Walker, Jr. - Age 48 - President Twenty-five (25) years experience in the valve business, all aspects. 1959 - 1972 - Firestone, engineer 1972 - Present - Partner and President of Plant Specialties, Inc. Mel J. Faust, Jr. - Age 41 - Vice-President Twenty (20) years experience in the valve and instrument business. 1964 - 1977 - Dow Chemical Company, engineer 1977 - 1984 - Vice-President of Plant Specialties, Inc. • Page 3 As you will determine from the above information, Process Products, Inc. has approximately one hundred (100) years of experience in the valve business. Plant Specialties, Inc. Audited Financial Statements are enclosed for the years 1978 thru 1983. Also enclosed are financial statements for Mr. Rosier and Mr. Fox. Thank you very much for your consideration. Very truly yours, Leroy C. Smith, Jr. cc: Bob Casey, Jr. Knox W. Askins Ron Rosier CITY OF LA PORTE INDUSTRIAL DEVELOPMENT CORPORATION (a nonprofit corporation) APPLICATION FOR FINANCING The purpose of this application is to present to the City of La Porte Industrial Development Corporation (the "Corporation") a reasonably comprehensive outline of the project (the "Project") for which financing is being requested. Fill ~n all blanks, using "None" or "NQt Applicable" where necessary. If additional space is needed, attach separate sheets as exhibits. The completed application, with supporting documents, is to be submitted in duplicate to the City Secretary of the City of La Porte, Texas at the following address: City Secretary, City of La Porte,~Texas, 604 West Fairmont Pkwy., P. 0. Box 1115, La Porte, Texas 77571, Re: Application for Industrial Development Revenue Bonds. In addition, one copy of the completed application should be submitted to counsel to the Corporation, Knox W. Askins, J.D., P.C., 702 West Fairmont Pkwy., P. 0. Box 1218, La Porte, Texas 77571. At the time this application is submitted, a non-refundable application fee must be paid to the Corporation as follows: if the amount of financing applied for is equal to or less than $500,000, then the fee is S500; if the amount of financing applied for is greater than $500,000,_then the fee is $1,000. All applications for financing must be submitted to the Corporation for review and recommendation at least one (1) week prior to a meeting of the Board of Directors during which action upon said application will be taken. 1. General Information a. Legal name, address and telephone number of Applicant. Process Products, Inc., P.O. Box 274, Deer Park, Texas 77536, (713) 479-0021 b. State of incorporation or other form of organization or association. Texas c. Registered agent for service of process for the Applicant. J. Ron Rosier CITY OF LA PORTS USTRIAL • ~ DEVELOPMENT COBP ION Page 2 • Application for Financing d. Person to whom questions and correspondence should be directed. Leroy C. Smith - (•318) 527-6784 J. Ron Rosier - (713) 479-0021 e. Name, address and telephone number of counsel -for Applicant (this does not mean bond counsel) Jim ShoemaTce - (713) 783-3110 Carl Hanchey - (318) 439-8315 f. Name, address and t elephone number of accounting firm. Mikey O'Neal - (713) 757-5291 Mr. Dale Myers - (318) 477-2827 g. Name, address and telephone number for bond counsel (if one has been chosen). Bob Casey, Jr. - Houston, Texas - (713) 223-2900 2. Description of Project a. Amount of financing applied for: $500, 000.00 b. Total cost of Project: $600, 000.00 c. Brief narrative description of the Project including whether land acquisition is included and the major components of the Project, the estimated number and type of new jobs to be created in City of La Porte, -Texas by the Project and the annual payroll of employees working at the Project. We intend to purchase the existing property (50;000 sq. ft.) including a 6500 sq. ft. metal building. In addition, we intend to add a 7500 sq. ft. metal building for shop and an 1800 sq. ft. office building. Also, we intend to install a complete valve recondi- tioning shop including lathes, compressors, test equip- ment, cleaning equipment, paintina~ equipment, steam boiler, drill press, etc.. Our first year payroll is estimated to be two hundred thousand dollars ($200,000.00). Our second year pay- roll is estimated to be three Hundred thousand dollars -' ($300,000.00) anually. ~~ ~~ CITY OF LA PORTS h'DUSTRIAL DEVELOPMENT CORI~TION Application for Financing Page 3 d. If the Applicant is relying on the "small issue" exemption as the basis for the interest on the bonds being exempt from federal income taxes, complete and attach to this application the Industrial Development Bond Financing Questionnaire attached to this application as Exhibit A. Any questions in this regard should be addressed to bond counsel (if known). 3. Financial Arrangements a. Summarize the financing arrangements as planned as of this date including name and address of the financial institu- tion(s) (bank, investment banking firm, etc.), if determined, which may be interested in purchasing the bonds if and when such bonds may be approved for sale: (It is the responsi- bility of the Applicant to arrange for the marketing of the bonds if the financing is approved, with the Corporation's concurrence.) Bayshore National Bank LaPorte, Texas 77571 b. If the Applicant has credit rating, please state the rating and agency: c. Explain how the Project will be financed if all or a portion of the amount of the financing applied for herein is denied: 4. Financial Statements a. Attach most recent Form 10-K to the Securities and Exchange Commission, together with the most recent Form 10-Q. . OR 1. A brief description of the form of organization and organizational structure, including parent, subsidiaries and affiliates; and 2. A brief statement of the history and type of business engaged in; and 3. The names and ages of executive or managing officers and directors and a brief account of all business. experience of each such officer or director, including his principal CITY OF LA PORTS USTRIAL DEVELOPMENT CORP~TION • Application for Financing Page 4 occupations and employment and the name and principal business of the corporation or other organization in which such occupations and employment were carried on; and, 4. Audited financial statements (or if audited financial statements are not a~,•ailable, unaudited financial statements) for each of the three preceding fiscal years. b. Detail changes or events subsequent to the date of the most recent financial statements (including but not limited to pending or threatened litigation, claims, assessments, commit- ments, subsequent information regarding uncollectibility of receivables, valuation of assets, changes in corporate struc- ture or statements of prior period financial statements) which may have a material effect on the Applicant's financial position: NONE 5. ~reements of Applicant a. Indemnity: By its execution of this Application,, the Applicant agrees that it will at all times indemnify and hold harmless the Corporation, the Board of Directors of the Corpo- ration, City of La Porte, Texas (the "Unit"), the City Council of the Unit and any of the officers, directors, employees, agents, servants and any other party acting for or on behalf of the Corporation or the Unit (such parties being hereinafter referred to as the "Indemnified Parties") against any and all losses, costs, damages, expenses and liabilities (collectively herein called "Losses") of whatsoever nature (including, but not limited to, attorneys' fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) directly or indirectly resulting from, arising out of or relating to one or more Claims, as hereinafter defined, even if such Losses or Claims, or both, directly or indirectly result from, arise out of or relate to, or are asserted to have resulted from, arisen out of or related to, in whole or in part, one or more negligent acts or omissions of the In- demnified Parties in connection with the issuance of the Bonds or in connection with the Project. The term "Claims" as used herein shall mean all claims, lawsuits, causes of action and CITY OF LA PORTS STRIAL ~ Page 5 DEVELOP.*tENT CORPO ION Application for Financing other legal actions and proceedings of whatsoever nature, including but not limited to claims, lawsuits, causes of action and other legal actions and proceedings, involving bodily or personal injury or death of any person or damage to any property (including, but not limited to, persons employed by the Corporation, the.Gnit, the applicant or any other person and all property owned or claimed by the Corporation, the unit, the Applicant, any affiliate of the Applicant or any other person) or involving damages relating to the issuance, offering, sale or delivery of the Corporation's bonds to finance the Project (the "Bonds") brought against any Indemni- fied Party or which any Indemnified-Party is a party, even if groundless, false or fraudulent, that directly or indirectly result from, arise out of or relate to the issuance offering, sale or delivery of the Bonds or the design, construction, installation, operation, use, occupancy, maintenance or ownership of the Project or any part thereof. None of the Indemnified Parties shall be liable to the Appli- cant for, and the Applicant hereby releases each of them from all liability to the Applicant for all injuries, damages or destruction of all or any part or parts of any property owned or claimed by the Applicant that directly or indirectly result from, arise out of or relate to the design, construction, operation, use, occupancy, maintenance or ownership of the Project or any part thereof, even ir" such injuries, damages or destruction directly or indirectly result from, arise out of or relate to, in whole or in part, one or more negligent acts or omissions of the Indemnified Parties in connection with the issuance of the Bonds or in connection with the Project. Each Indemnified Party, as appropriate, shall reimburse the Applicant for payments made by the Applicant to the extent of any proceeds, net of all expenses of collection, actually received by them from any insurance with respect to the Loss sustained. Such Indemnified Party, as appropriate, shall have the duty to claim any such insurance proceeds and the Indemni- fied Party, as appropriate, shall assign its respective rights to such proceeds, to the extent of such required reimburse- ment, to the Applicant. In case any action shall be brought or to the knowledge of any Indemnified Party, threated against any of them in respect of which indemnity may be sought against the Applicant, the Indemnified Party shall promptly notify the Applicant in writing and the Applicant shall have the right to assume the investigation and defense thereof, including the employment of counsel and the payment of all expenses. The Indemnified Party shall have the right to i ' CITY OF LA PORTS INDUSTRIAL Page 6 DEVELOPPfENT CO$TION Application for nancing employ separate counsel in any such action and participate in the investigation and defense thereof, but the fees and ex- penses of such counsel shall be paid by the Indemnified Party unless (a) the employment of such counsel has been specific- ally authorized by the Applicant, in writing, (b) the Appli- cant has failed to assume the defense and to employ counsel or (c) the named parties to any such action (including any impleaded parties) include both an Indemnified Party and the Applicant, and said Indemnified Party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Applicant (in which case, if the In- demnified Party notifies the Applicant in writing that it elects to employ separate counsel at the Applicant's expense, the Applicant shall not have the right to assume the defense of such action on behalf of such Indemnified Party, it being understood, however, that the Applicant shall not, in con- nection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for the Indemnified Party, which firm shall be designated in writing by said Indemnified Party). The Indemnified Party, as a condition of such in- demnity, shall use its best efforts to cooperate with the Applicant in the defense of any such action or claim. The Applicant shall not be liable for any settlement of any such action without its consent but, if any such action is settled with the consent of the Applicant or if there be final judg- ment for the plaintiff in any such action, the Applicant agrees to indemnify and hold harmless the Indemnified Parties from and against any Loss by reason of such settlement or judgment. b. Fees and Expenses: Applicant agrees to pay all reasonable and necessary costs, expenses and fees incurred by the Corporation in connection with the issuance of the bonds or in connection with the Project, including but not limited to the out-of- pocket expenses incurred by the Corporation's personnel; fees for legal services and out-of-pocket expenses of the Corpo- ration's Counsel fees and out-of-pocket expenses for con- sulting advice of the Corporation's consulting engineers; fees and expenses required in connection with the underwriting or placement of the Bonds; fees and out-of-pocket expenses of Bond Counsel; fees and out-of-pocket expenses of the trustee; all recording costs; Blue Sky and legal investment survey costs, rating agencies; fees and printing costs; and all ITY OF LA PORT~'dDUSTRIAL • page ~ DEVELOPMENT COR ATION Application for Financing incidental expenses, costs and charges relating to the Project and the issuance of the Bonds not enumerated above. The Corporation will upon request provide or cause to be provided to the trustee under the indenture of trust and/or the Ap- plicant any data or information which may be reasonably re- quired to verify any of the costs and expenses and fees enumerated above. With respect to the costs, expenses and fees enumerated above, the Applicant shall at the Corpo- ration s request advance on a monthly basis the amounts in- curred by the Corporation pending reimbursement out of the proceeds from the sale of the Bonds. To the. extent that the costs, expenses and fees enumerated above are not or cannot be paid or reimbursed from the proceeds of the bonds or if bonds are not issued, the Applicant shall pay the same. In addition, at the time the Application is forwarded to the Texas Economic Development Commission, the Applicant will be required to pay to the Texas Economic Development Commission, on behalf of the Corpora- tion, a nonrefundable filing fee in an amount not to exceed $1,500, as required by the Texas Economic Development Commission's Industrial Revenue Bond Program Rules. The undersigned verifies that he is duly authorized to submit the foregoing application on behalf of the Applicant and that the foregoing information is true and correct to the best of his knowledge and belief submitted on the 20 day of February 1984. Process Products,-Inc. Applicant By Ron Rosier Title President xhibit A INDUSTRIAL DE'JELOPMENT BOND FINANCING QUESTIONNAIRE The purpose of this Questionnaire is to elicit information regarding the proposed project (the "Project") which dill enable Bond Counsel to make an initial determination regarding the availability of tax-exempt industrial development bond financing for the cost of the Project in accordance with the provisions of Section 103(b)(6) of the Internal Revenue Code of 1954, as amended. Any uncertainty that arises in answering any of the following questions should be specifically noted, regardless.of how you may resolve the issue. The proposed bonds the proceeds of which would be used to finance the Project are hereinafter called the "Bonds".* 1. State the name of the corporation, partnership, trust or individual (hereinafter called the "User") to be treated as the owner of the Project for federal income tax purposes and specify (a) the employer identification number of such person and (b) the address of the principal place of business of such person. Process Products, Inc. J. Ron Rosier P.O. Box 274 Deer Park, Texas 77536 (713) 479-0021 ,. 2. Name any tenant, sublessee, or other occupant (hereinafter called "Other Principal Users") of the Project who possess or will possess for any year a right to occupy or otherwise use at least 10% of the Project measured in terms of fair rental value. Please furnish the computations supporting your decision to include or exclude any lessee or other user of the Project in response to this question. none * In the event the bond issue size is expected to be $1, 000, 000 or less, questions 17, I9, 20 and 21 need not be answered. ~ 3. Name any person (hereinafter called the "Manager") other than the User or one of the Other Principal Users (including an employee of the User or one of the Other Principal Users) who will possess any right to manage the Project or any portion thereof and describe the terms of such management arrangement. none 4. Identify any purchaser of goods or services produced at the Project (also referred to herein as "Other Principal . Users") , who may or will purchase more than 10% of such output or service and describe any such contractual arrangement with respect to each such purchaser. Plant Specialties, Inc. Leroy C. Smith 215 N. Arizona C. B. Walker S~.i.lphur, La. 70663 5. State the name of the common parent ~(if any) of which the User, any other Principal User, or Manager (named above) is a subsidiary (a common parent is determined using the rules of Section 1504 of the Internal Revenue Code of 1954 without regard to the exceptions of Section 1504(b)) and specify (a) the employer identification number and (b) the address of the principal place of business of such common parent(s). none 6. .Name any other person not identified in paragraphs (1) through (5), who will possess any right to lease, occupy or otherwise use any portion of the Project and describe such use . none -2- ~ • 7. List the four-digit Standard Industrial Classification (SIC) Code(s) of the project to be financed by the proposed bond issue (for an abbreviated list of those codes, see the introduction to Form 1120, U.S. Corporation Income Tax Return). 7600 8. State the address of the Project and the state, county, and incorporated municipality (if any) in which the Proje is located. ree LaPorte, Texas Harris County As hereinafter used, the term "jurisdiction" refers to the incorporated municipality (or municipalities) in which the Project is or will be located or, if the Project is not and will not be located in any incorporated municipality, to the unincorporated area of the county (or counties) in which the Project is or will be located. Please indicate whether the Project. is or will be located partially in more than one Jurisdiction. Whenever reference is made to facilities located in the jurisdictions contiguous to the Jurisdiction, only those facilities which are located within one-half mile of the Project should be considered. 9. Identify all persons (hereinafter referred to as "Related Persons") within any of the following relationships with any one or more of the User, the Other Principal Users or the Manager. a. In the case of brother-sister corporations, two or more corporations if five or fewer persons who are individuals, estates or trusts own, directly or indirectly, more than 50% of the total combined voting power of all classes of stock entitled to vote or more than 50% of the total value of shares of all classes of stock of each corporation. For purposes of determining indirect ownership, a person shall be treated as owning stock such person has an -3- . • option to acquire and stock owned by his estate, trust, partnership, or corporation, if such person owns more than a 5% interest in such estate, trust, partnership, or corporation, as the case may be. An individual shall also be considered to own stock owned by his or her spouse and any of his or her children who have not attained the age of 21 years, and if the individual has not attained the age of 21 years, stock owned directly or indirectly by or for his parents. b. In the case of parent-subsidiary corporations, one or more chains of corporations connected through stock ownership with a common parent corporation if such common parent corporation owns, directly or indirectly, stock possessing more than 50% of the total combined voting power of all classes of stock entitled to vote or more than 50;; of the total value of shares of all classes of stock of one of the other corporations. For this purpose, if any person has an option to acquire stock, such stock shall be considered as owned by such person. c. In the case of a partnership and a partner, a partnership and a partner will be treated as Related Persons if such partner owns, directly or indirectly, more than 50% of the capital interest, or the profits interest, in such partnership. d. In the case of two partnerships, such partnerships. shall be treated as Related Persons if the same persons own; directly or indirectly, more than 50% of the capital interest or profits interest in such partnerships. In the case o~ individuals, members of a family including brothers, sisters (whether by the whole or half blood), spouse, ancestors, and lineal descendants. e. In the case of an individual and a corporation, any individual ir. a corporation more than 50°; in value of the outstanding stock which is owned, directly or indirectly, by or for such individual. f. In the case of trusts and fiduciaries, a fiduciary of a trust and ( i ) a grantor of such trust, ( ii ) a fiduciary of another trust (if the same person is a grantor of both trusts), (iii) a beneficiary of such -4- • . trust, (iv) a beneficiary of another trust (if any other person is a grantor of both trusts), or (v) a corporation more than 50% of value of the outstanding stock of which is owned, directly or indirectly, by or for the trust or by or for a person who is a grantor of the trust. g. In the case of tax-exempt organizations, a person and an educational and charitable organization exempt from tax which is controlled directly or indirectly by such person or (if such person is an individual) by members of the family of such individual. For purposes of subparagraph (c), (i) a partnership interest owned, directly or indirectly, by or for a corporation, partnership, estate or trust, shall be considered as being owned proportionately by or for its shareholders, partners, or beneficiaries and (ii) an individual shall be considered as owning a partnership interest owned, directly or indirectly, by or for his family (as described in subparagraph (d) above). For purposes of subparagraphs (e), (f) and (g), the foregoing constructive ownership rule applies and, in addition, an individual owning any stock in a corporation shall be considered as owning the stock owned, directly or indirectly, by or for his partner. Stock constructively owned by a person through attribution from his partnership, corporation, estate, or trust shall be treated as actually owned by such person for purposes of further attribution but stock constructively owned by an individual by reason of application of the family or partner attribution rules shall not be treated as owned by him for purposes of further attribution. Please furnish a brief ownership description which supports your conclusion to include or exclude any person as a Related Person for purposes of this Questionnaire. Process products is a joint venture. Mr. Ron Rosier and Mr. Wes Fox own 51% of the stock. Plant Specialties, Inc. own the remaining 49% interest. -5- 10. Identify any other issue (hereinafter called the "Other Issues") of governmental obligations which has been or will be sold or issued within 31 days of the expected sale or issue date of the Bonds and with respect to which there is common or pooled security for purposes of paying debt service. Security is common or pooled when the same funds are available to, and the same person may, pay debt service on such obligation, or when such obligations are or will be guaranteed by the same person (including the United States of America or an agency or instrumentality thereof) or pledge of the same assets. Please provide the (actual or expected) identity of the issuer, face amount, date of issue, interest rate, and purchaser of the other issues. none If there are .any Other Issues, state whether each Other Issue and the Bonds will be used with respect to two or more facilities which have, or will have, as the same. principal user the same person or a Related Person. For purposes of the preceding sentence, a Principal User includes any person (or group of related persons) which (i) guarantees, arranges, participates in or assists with the issuance (or pays any portion of the cost of issuance) of any obligation the proceeds of which are to be used to finance or refinance a facility, and (ii) provides any property or any franchise, trademark, or tradename which is to be used in connection with the facility. none ~11. State the expected date of issuance of the Bonds. Also, attach an expected debt service schedule-with respect to the Bonds. Identify all collateral or security other than operating assets pledged to the Bondholders (eg., Letter of Credit, U. S. Treasury obligations, stock). -6- • 12. Describe the Project (number and size of buildings, equipment, expected use, etc.). See Attached 13. State (a) whether more than 25% of the proceeds of the Bonds will be used to provide a facility the primary purpose of which is one of the following: retail food and beverage service, automobile sales or service, or the provision of recreation or entertainment; or (b) whether any portion of the proceeds of the Bonds is to be used to provide the following:- private. or commercial golf course, country club, massage parlor, tennis club, skating facility (including roller skating, skateboard, and ice skating), racquet sports facility (including any handball or racquetball court), hot tub facility, suntan facility, or racetrack. With respect to the property described in clause (a), if less than 25% of the proceeds of the Bonds will be used for such property, describe the portion of proceeds so used. none 14. List the items of property (e.g., building, machinery and equipment, land, site improvements, etc.), other than interest during construction and issuance costs, the cost of which will be financed out of the proceeds of the Bonds. Also provide the completion dates and the reasonably expected economic life of such property. For purposes of determining or projecting completion dates, in the case of real property, such date is the date on which construction or development work is complete and, in the case of personal property, such date is the date on which the property is first put in use or installed, whichever is later. For purposes of determining the expected economic life of such property, reference should be made to the midpoint lives provided under the ADR system of depreciation, where applicable, and the guideline lives established by the Internal Revenue Service for structures. If, however, facts and -7- • ~ • circumstances' (as evidenced by at least one appraisal) establish that a longer economic useful life is justified, please so indicate. COMPLETION ECONOMIC ITEM COST DATE LIFE* ~istina building & property $ 150,000.00 Complete 15 Years 75' x 75' Metal building 70,000.00 6-30-84 15 Years 30' x 60' Office building 30,000.00 6-30-84 15 Years Shop Equipment below 250,000.00 6-30-84 15 Years Including but not limited to: lathes, test equipment, lopping., equipment, welding machines, over- head craines, fork lift, air com- pressors, steam boiler (ccgnplete valve reconditioning shop) TOTAL $ 500, 000.00 15. Describe any interim financing directly related to the Project. In~ particular, identify the interest paid with respect to such financing subsequent to commencing the Project and prior to the completion, if completed (see paragraph 14 above), or issuance of the Bonds, if no t yet completed. To be negotiated xUser may contact Bond Counsel for assistance in determining economic lives of depreciable property. _o_ • • 16. Attach a projected schedule of monthly drawdowns of bond proceeds from the construction fund and based on this schedule please compute your best estimate of the amount of investment earnings that you expect to be generated by the investment of bond proceeds pending their expenditure on the Project. Please indicate the earnings rate used for purposes of computing this estimate. 17. Were or will any of-the utilities for the site of the Project (gas, electricity, water, sewage, telephone) be provided by a public utility or a state or local governmental unit? How will they be paid for by the User? No 18. Provide the following information regarding previous tax-exempt financing used to finance any part of any facility (including the Project) owned, leased, occupied or otherwise used by any one of the User, the Other Principal Users, the Manager, or any Related Person to one or more of -the foregoing, any part of which is .located within the Jurisdiction. AMOUNT OUTSTANDING AMOUNT AS OF ESTIMATED DATE DATE OF ISSUE OF ISSUE OF ISSUE OF THE BONDS none 19. List actual and reasonably expected capital expenditures (not including capital expenditures funded or to be funded out of the proceeds of the Bonds) paid or incurred during the three year period preceding the expected date of issuance of the Bonds by anyone with respect to the none -9- ~~ ~ • • Project. Include all capital expenditures whether or not made by the User or a Related Person. ITEM DATE AMOUNT TOTAL $ 20. List actual and reasonably expected capital expenditures paid or incurred during the three year period preceding the expected date of issuance of the Bonds by anyone with respect to property other than the Project, which is (a) located in whole or in part within the jurisdiction, and (b) owned, occupied or otherwise used by the User, the Other Principal Users, the Managers or any Related Person to any one or more of the foregoing. ITEM DATE AMOUNT none $ TOTAL $ -10- • ~ • Expenditures are capital expenditures if they are properly chargeable to the capital account or may be capitalized under any provision of the Internal Revenue Code (for example, construction period interest and research and development expenditures). Attached as Exhibit "A" to this Questionnaire is a memorandum which sets forth examples of capital and noncapital expenditures. 21. If the User, the other Principal Users, the Manager, or a Related Person is the lessee of any personal property to be located within the Jurisdiction, please describe such items and describe the lease terms pursuant to which such property is leased. Also, please include a copy of the existing or proposed lease if available. none 22. Please state the date on which the issuer of the Bonds adopted its resolution expressing an intent to issue the Bonds. 23. Identify any costs that have been paid or incurred with respect to the property listed~in paragraph 12~ above prior to the date shown in paragraph 22 above. Please state to whom such expenditures were made and the purpose of such expenditures. For purpose of this question, any down payments, deposits, cancellation penalties, etc. should be treated as an amount "paid or incurred" . none -11- • •• 24. Identify the date on which contracts were entered into for the fabrication of major components of the Project or for the construction of the buildings included in the Projects. Also, please identify the dates such fabrica- tion, manufacturing or construction commenced. none 25. The User should be aware of the fact that the Tax Equity and Fiscal Responsibility Act of 1982 has generally prohibited use of the accelerated cost recovery system with respect to property financed with "small issue" industrial development bonds. Person Completing This Form: T.arnv C` Smi th F Tr Title: Chairman Plant Specialties, Inc Date: February 14, 1984 Telephone No.: 318-527-6784 REVISED: 8/31/83 -12- rs C•R hderal Rewne Rank of Della • • ~' PERSONAL FINANCIAL STATEMENT Name We S ley E . Fox To, Bank Address 15722 T.C. Jester Blvd. :ouston Texas 770b8 ( Q Ciry S,a,e Telephone `~1? ~ J~?-~~~~ Sales Business or Occupation Partner or ORicer in any other„KeOnture Are any assets pledged? 11VV Hare you ever made o composition settlement or taken bankruptcy? Explain- 1V0 For the purpose of procuring and maintaining credit from time to time in any form whatsoever with the above-named dank, for claims and demands against the undersigned, the undersigned submits the Following as being a true and accurate statement of its financial condition on the following date, and agrees shat if any change occurs that materially reduces the means or ability of the undersigned to pay all claims or demands against it, the undersigned will immediately and without delay notify the said Bank, and unless the Bank is so notified, it may continue to rely upon the statement herein given as a rue and accurate statement of the financial condition of the undersigned as of the close of bu:iness February 17 i9 ~4 ASSETS LIABILITIES AND NET WORTH Cash on Hand and in Banks (Schedule 1) I j_'-t ,_-+CJQ Notes Payable to Banks-Secured (Schedule 1) I j ?2 LC-C- U. S. Government Securities -C- Unsecured (Schedule 1) -C - Accounts, loons and Notes Receivable (Schedule 2) -(- ~ Notes Payable to Relatives -L- Cash Surrender Value life Insurance (Schedule 3) ~ „66 Accounts and Notes Payable to Others -~i'- Other Stocks and Bonds (Schedule 4) i 1? 6c Rents and Interest Due -C'- Real Estate (Schedule S) 2~ G(,:~ Taxes Due (Schedule 5) -G- Automobiles -Number (~ ) 2 s C C C% Liens on Real Estate (Schedule S) 14 1-(~ Other Assets (Itemize) 808 t __~ G~_ Other liabilities (Itemize) -L- C -2 < Beec tZra i t A/P 12 GOG i C,~S Pro it Sr:a ring 4 `_ ~G ' I r~A 4 Gr;G Maratron Profit Share 4 GC.! TOTAL IIABIIITIES 17 I' 141 NET WORTH 2GG 5 TOTAL ASSETS j"2~ "7-~rj L TOTAL LIABILITfES AND NET WORTH E17 s 72 INCOME CONTINGENT LIABILITIES Salary j As Endorser or Comaker j -li- Bonus and Commissions On Leases or Contracts - - Dividends and Interest Legal Claims - - Real Estate Income `~t Provision for Federal Income Tax Alimony child support or separate maintenance income need not be l E d d h Other Special Debf _ ~ _ revea e ~ you o not wis to have it considered os a basis for repaying an obligation. Alimony, child support, separate maintenance received under: ^ Court order ^ Written agreement ^ Gral understanding _ ~ _ Other _ G _ TOTAI INCOME j INSURANCE COVERAGE COMPARISON Of MONTNLT INCOME AND EXPENSES Fire Insurance -Buildings jl G L l.. ~_ Nef Monthly Income j _ Household ERecfs_and Autos G C L L Rent or Home Payment j ~~` liability Insurance-Automobiles Food and Utilifi~s () - Personal Incidentals ' General Public Avg. Amt. Paid on Open Accts. Other Insurance TOTAL EXPENSES j I n,eet:ocurF aerwcew ,urnuc •un ereeueee ~ e The federal Reserve Bank of Dallas does not warrant that this form meets current or future Federal Regulations. We urge you to consult with your bank's attorneys on future use of This form in ifs present format or your own revision. F-140.00130 (Rev g/80) SCHEDULES • No. 1. Banking Relations. (A list of all my bank savings and loan occounts.) Nome and location Cash Balance amount of lean Moturi+y of Iron How Endorsed, Guaranteed or Secured Enter:tr~ise s CGG s 2C: Automobile;f Enter rise CD 1G LC..G Enter rise CD 1 GG~- Pa ine Weber CF 1-+ -I•_ G No. 2. Accounts, Loans and Notes Receivable. (A list of the largest amounts owing to me.) Name and Address of Debtor I Amount Age of Debt I Description or Ngruro of Debt I Description of Security Hsld I D Ex e y d nt Owin P No. 3. Life Insurance. Nome of Person Insured Nome of Beneficiary Name of Insurance Co. Type of Polity Face Amount of Polity Total Cash Surrender Value Total loons Against oliry Amount of Yearly Premium Is Policy Assigned? ey ox or ~ s Fox Guardian W L GC, .. 4 2.. ~ 12C, - No es ey ox Doris Fox Guardian W L G ,CC, " b6 - - 213. N - es ey o~ Doris Foe National Lif Term G~_C, 1 ~:2~ -~- 14 No No. ~. Other Stocks and Bonds. Face Volua Bonds No. Stock Shares Description of Security Registered in Name of Cost Present Market Value Income Received last Year If Pledged Stars to Whom 1~. Cons.P.~;r. W. & D Fo 1~ 1 ~ 1~ 6:. ~ G.. No. 5. Real Estate. The legal and equitable title to all the real estate listed in this statement is solely in the name of the undersigned, except as follows: Description or Dimensions or Improvements Mort~agss Dw Dotes and Amoums of Assessed Present MarkN Unpaid Tosses Stroet No. Acres Consist of or Liens Payments Value Value Yeor Amoum . es er ouse 9~,?75 lst. 1G7 12 -i7G GUG - - same col 12, ~_ _ r~ let . 2~5. 0 o eta e ouse 1,7. 1st. 57?. 1 4GG 7G G~~~ - - The undersigned certifies that the information inserted on each side hereof has been car ully read arsd'ia true an correct. ,, ~ ~~ , i ~ " ~'~~ Date ~ /, •~ ,- Signed ~ L . ~ ~ i erln C.e Pederol Reserve bank of Della • • .. PERSONAL FINANCIAL STATEMENT Name James R. Rosier Ta, Bank Address3~15 West Creek Club Dr. Missouri City Tx. 77459 city stet. Telephone (713) x+99-x+755 _ Business ar occapafian President - Process Products, Inc . Partner or Officer in any other venture IVO Are any assets pledged? NO Have you ever made a composition settlement or taken bankruptcy? Explain• NO For the purpose of procuring and maintaining credit from time to time in any form whatsoever with the above-named dank, for claims and demands against the undersigned, the undersigned submits the following as being a true and accurate statement of its financial condition on the following dote, and agrees that if any change occurs that materially reduces the means or ability of the undersigned to pay all claims or demands against it, the undersigned will immediately and without delay notify the said Bank, and unless the Bank is so notified, it may continue to rely pupon the statement herein given as a true and accurate statement of the financial condition of the undersigned as of the close of business 2-13-'J4 19 ASSETS l1ABILITIES AND NET WORTH Cash on Hand and in Banks (Schedule lJ j 000 Notes Payable fo Banks-Secured (Schedule I) ~ S l~ U. S. Government Securities -0- Unsecured (Schedule t) Accounts, loans and Notes Receivable (Schedule 1) -0- Notes Payable to Relatives Cash Surrender Value life Insurance (Schedule 3) ~ 00 Accounts and Notes Payable to Others 00 Other Stocks and Bonds (Schedule 4) -0- Rents and Interest Due Real Estate (Schedule S) 112500 Taxes Due (Schedule 5) Automobiles-Number (1 ) 5000 liens on Real Estate (Schedule S) x0000 Other Assets (Itemize) Other liabilities (Itemize) Household Golf Cart 15000 ~ ~ I R.~ 22 G _ - C-2 Beechraft Air lane 12000 Retirement Plan ~ Control 000 S ecialties Inc. i TOTAL LIABILITIES pp 22 O TOTAL ASSETS j22 ~ NET WORTH l TOTAL LIABILITIES AND NET WORTH 1 1~ S 22~4~)O INCOME CONTINGENT LIA6111TIES SolorY ~ j As Endorser or Comaker j Bonus and Commissions On Looses or Contracts Dividends and Interest Legal Claims Real Estofe Income Provision for Federal Income Tax Alimony child support or separate maintenance income need not bs reveal d i~ d t i h t h i d Other Special Debt you w e o no s ave o t consi erod as a basis for repaying an obligation. Alimony, child support, separate maintenance received under: ^ Court order ^ Written agreement ^ Gral understanding C>ther TOTAI INCOME j INSURANCE COVERAGE COMPARISON OF MONTHLY INCOME ANO EXPENSES Fire Insurance-Buildings ~ j QQQQ Net Monthly Income j Household Effects and Autos 2QQQQ Rent or Home Payment- j~'~ Liability Insurance-Automobiles B~I QQ ~QQ Food and Utilities Personal Incidentals ' General Public Avg. Amt- Paid on Open Accts. ~ Other Insurance ~ iOTAI EXPENSES i ji 7f~~ DIFFFRFNfF eFl'WFCN lur'nue sun ev eeuett i t - - __ __ - ~ The federal Reserve Bonk of Dallas does not warrant that this Form meets current or future Federal Regulations. We urge you fo consult with your bank's attorneys on future us• of this form in its present format or your own revision. F-140.00130 (Rev 9/801 , ~. ~ SCHEDULES No. 1. Banking Relations. (A list of all my bank savings and loan accounts.) Nome and location Cash Balance Amount of loan Maturity of loan How EndQrsad, Guoronteed or Second Allied Bank-Deer Park s 000 s Mo. CD First Cit -Bellaire 2.2 Auto- 1 3.0 Remainin as of 2-1- ~ No. 2. Accounts, Loans and Notes Receivable. (A list of the largest amounts owing to me.) Nams and Address of Debtor Owing I Ags of Dsbt I Deuription or Nature of Debt Description of Security Held D ExP y~ "t No. 3. Life Insurance. Nome of Person Insured Name of Beneficiar Y Name of Insurance Co. T e of Polic YP y face Amount of Policy Total Cash Surrender Value Total leans A~ainst olicy Amount of Yeorl Premium Is Poliq Assignsdi Ames R. Rosier C nthia Rosie Life of Term 0000 -0- -G- 00 No America Same Same Same Whole 0000 4 UO -0- 12 No Same Same Southwestern Whole 10000 L100C -0- 1~4 No r, Jc No. 4. Other Stocks and Bonds. Face V°lus Bonds No. Stock Shares Descri Lion of Securit P y Re istered in Name of 9 Cost Prssent Market Value Income Received last Ysor If Plsdged Stots ro Whom No. 5. Real Estate. The legal and equitable title to all the real estate listed in this statement is solely in the name of the undersigned, except as follows: Description or Dimensions or Improvements Mortgages Dus Dates and f A Assessed Present M k Unpaid ra><es Street No. Acres Consist of or liens mounts o payments Vclus ar N Value Year Amount 1 W. C re k Lot 0 d Pa ' Lou.' is Ac es ~~ Z< The undersigned certifies that the information inserted on each side hereof has been carefully read and is true and correct. Date 2-1~-~~ {1 Signed ~~'-~ ~ ' CONSOLIDATED FINANCIAL STATEMENTS AND AUDITORS' REPORT PLANT SPECIALTIES, INC. AND SUBSIDIARIES October 31, 1979 and 1978 THERIOT, MILFORD & DUNN CONTENTS AUDITORS' REPORT FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS CONSOLIDATED STATEMENTS OF EARNINGS CONSOLIDATED STATEMENTS OF RETAINED EARNINGS CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION NOTES TO CONSOLIDATED FINANCIAL STATII~IENTS SUPPLEMENTAL INFORMATION AUDITORS' REPORT ON SUPPLEMENTAL INFORMATION CONSOLIDATED COST OF SALES CONSOLIDATED SELLING EXPENSES CONSOLIDATED GENERAL AND ADMINISTRATIVE EXPENSES THERIOT, MILFORD & DUNN : CERTIFIED PUBLIC ACCOUNTANTS Page 3 4-5 6 7 8-9 10-15 17 18 19 20 THERIOT, MILFORD & DUNN CERTIFIED PUBLIC ACCOUNTANTS P, o. DRAweR 9246 LEON C. THERIOT. C.P.A. .,_ T, MILFORD. JR.. C.P.A. LOUISIANA SAVINGS HUILOING. SUITE 699 ~ LAKE CHARLES. LOUISIANA 70602 ROBERT G. DUNN, C.P.A. TELEPHONE (9f e1 499-6297 LAKE CHARLES. LOUISIANA 70601 STANLEY J. RAIL HEL, JR., C.P.A. W, GEORGE GRAGSON. C.P.A. JAMES H. NICMOLB, C.P.A. - RICHARD W• CABIDAY, G.P.A. 0. TALBOTT RDHERTBON. C.P.A. February 5,.1980 Board of Directors Plant Specialties, Inc. 4Je have examined the consolidated balance sheets of Plant Specialties, Inc. and Subsidiaries as of October 31, 1979 and 1978, and the related consolidated statements of earnings, retained earnings and changes in financial position for the years then ended. Our examinations were made in accordance with generally accepted auditing standards and, accordingly, included such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances. In our report dated February 19, 1979, our opinion on the 1978 financial statements was qualified as being subject to the actions of the Small Business Administration regarding violations of certain loan provisions by the Company. No actions were taken by the creditor during 1979 concerning the loan viola- tions. Accordingly, our present opinion on the 1978 financial statements, as presented herein, is different from that expressed in our previous report. 0 4 In our opinion, the consolidated financial statements referred to above present fairly the financial position of Plant Specialties, Inc. and Sub- sidiaries at October 31, 1979 and 1978, and the results of their operations and the changes in their financial position for the years then ended, in conformity with generally accepted accounting principles applied on a consistent basis. gC ~l.VYv~- .~ ~. _ _ _ ~. .._ . .. Plant Specialties, Inc, and Subsidiaries CONSOLIDATED BALANCE SHEETS October 31 ASSETS 1979 CURRENT ASSETS Cash Accounts receivable (notes B and C) Trade, less allowance for doubtful receivables of $34,579 in 1979 and $35,508 in 1978 Commissions Officers and employees Stock subscription Inventory (notes A2, B and C) Prepaid expenses Total current assets PROPERTY, PLANT AND EQUIPMENT - AT COST (notes A3, B and C) Buildings Furniture and fixtures Machinery and equipment Transportation equipment Leasehold improvements Less accumulated depreciation Land OTHER ASSETS Organization costs Accounts receivable - officers $ 18,646 $ 1978 13,692 653,994 671,227 39,594 25,908 4,351 12,489 2,000 - 699,939 709,624 943,964 759,297 38,034 30,447 1,700,583 1,513,060 5,854 5,854 42,338 32,582 270,061 230,343 115,155 78,025 125,679 93,731 559,087 440,535 193,984 128,223 365,103 312,312 - 6,000 365,103 318,312 598 - 70,705 33,060 71,303 33,060 $ 2.136.98 9 $ 1 864,432 The accompanying notes are an integral part of this statement. ~ .. ~ LIABILITIES 1979 1978 CURRENT LIABILITIES Short-term note payable (note C) Current maturities of long-term debt: (note B) Accounts payable Other liabilities Income taxes (note D) Deferred income taxes (notes A3 and D; Total current liabilities OTHER LIABILITIES Long-term debt, less current maturities (notes B and F) Bonuses payable (note F) Deferred income taxes (notes A3 and D) Commitments (note E) STOCKHOLDERS' EQUITY Common stock - authorized, 2,500 shares of $10 par value; issued and outstanding, 1,800 shares Retained earnings 18,000 18,000 362,426 191,700 380,426 209,700 $ 2,136,989 $ 1,864,432 $ 424,859 $ 120,000 151,876 115,687 501,710 624,760 110,973 96,006 13,325 11,745 56,720 - 1,259,463 968,198 326,118 537,376 122,500 115,000 48,482 34,158 497,100 686,534 z THERIOT, MILFORD & DUNN CERTIFIED PUBLIC ACCOUNTANTS ! • Plant Specialties, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF EARNINGS Years ended October 31 0 n Q i 1 I G 1 1 ~~ Net sales Colt of sales Gross profit Operating expenses Selling expenses General and administrative expenses Operating profit Other income Other income Gain on disposal of fixed assets Earnings before income taxes Income taxes (notes A3, A4 and D) Currently payable Deferred Earnings before minority interest Minority interest in net earnings of consolidated subsidiary (note G) NET EARNINGS 1979 1978 $ 4,303,017 100.0% $ 3,327,714 100.0% 3,152,464 73.3 2,422,886 72.8 1,150,553 26.7 904,828 27.2 349,012 8.1 525,399 12.2 874,411 20.3 276,142 6.4 322,373 9.7 478,501 14.4 800,874 24.1 103,954 3.1 45 - 449 - 494 - 276,636 6.4 33,556 .7 71,044 1.7 104,600 2.4 172,036 4.0 2,088 .1 748 - 2,836 .1 106,790 3.2 13,641 .4 14,188 .4 27,829 .8 78,961 2.4 1,310 - - - $ 170,726 4.0% $ 78,961 2.4% The accompanying notes are an integral part of this statement. THERIOT, MILFORD & DUNN ;. CERTIFIED PUBLIC ACCOUNTANTS ~ ~~ i Plant Specialties, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF RETAINED EARNINGS Years ended October 31 Retained earnings at beginning of year Net earnings for the year Retained earnings at end of year .1979 1978 $ 191,700 $ 112,739 170,726 78,961 $ 362,426 $ 191,700 The accompanying notes are an integral part of this statement. THERIOT, MILFORD & DUNN s CERTIFIED PUBLIC ACCOUNTANTS , • • • Plant Specialties, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION Years ended October 31 1979 1978 Sources of working capital From operations Net earnings for the year $ 170,726 $ 78,961 Charges to earnings not using working capital Depreciation of property, plant and equipment (note A3) 91,097 74,282 Amortization of organization costs 20 32 Working capital provided from operations 261,843 153,275 Long-term debt financing (note B) 173,471 125,547 Book value of property and equipment retired 15,913 25,885 Increase in deferred income taxes (note D) 14,324 14,188 Increase in bonuses payable (note F) 7,500 - ~ Proceeds from sale of corporate stock (note G) 19,000 - 492,051 318,895 Applications of working capital Purchase of property, plant and equipment 153,801 109,156 Decrease in bonuses payable (note F) - 13,500 Increase in accounts receivable - officers 37,645 20,060 Purchase of stock in subsidiaries (note G) 19,000 - Payments and current maturities of long-term debt (note B) 384,729 159,504 Increase in other assets 618 595,793 302,220 ~ INCREASE (DECREASE) IN WORKING CAPITAL (103,742) 16,675 Working capital at beginning of year 544,862 528,187 Working capital at end of year $ 441,120 $ 544,862 Continued THERIOT, MILFORD & DUNN ~ CERTIFIED PUBLIC ACCOUNTANTS • • Plant Specialties, Inc, and Subsidiaries CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION - CONTINUED Years ended October 31 Changes in components of working capital Increase (decrease) in current assets Cash Accounts receivable Inventory Prepaid expenses (Increase) decrease in current liabilities Current maturities of long-term debt Short-term notes payable Accounts payable Accrued liabilities Income taxes Deferred income taxes INCREASE (DECREASE) IN WORKING CAPITAL 1979 1978 $ 4,954 $ (29,662) (9,685) 179,875 184,667 (10,150) 7,587 13 179) 187,523 126,884 (36,189) (27,116) (304,859) 47,000 123,050 (47,704) (14,967) (72,525) (1,580) (9,864) 56 720) - (291,265) (110,209) $(103.742) $ 16,675 The accompanying notes are an integral part of this statement. THERIOT, MILFORD & DUNN d ('roTrrrrn Crrer rr n.-.-..,~..~...-,. i ~ • Plant Specialties, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS October 31, 1979 and 1978 NOTE A -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 1. Principles of Consolidation At October 31, 1979, the consolidated financial statements include ,the accounts of Plant Specialties, Inc. and its two subsidiaries (note G). All significant intercompany items and transactions have been eliminated. 2. Inventory Inventory is stated at the lower of cost or market. Cost is determined principally by the first-in first out method. 3. Depreciation Depreciation amounted to $91,097 and $74,282 for the years ended October 31, 1979 and 1978, respectively, and is calculated using the straight-line method for financial reporting purposes, based upon the estimated useful lives shown below: Buildings Years Furniture and fixtures 10 5 Machinery and equipment 3-10 Transportation equipment 3 Leasehold improvements 10 For income tax purposes, depreciation is calculated using both the straight-line and declining balance methods. The cost of maintenance and repairs of property and equipment are charged to expense as incurred. The cost and related accumulated depreciation of property and equipment disposed of are eliminated from the accounts and any resulting gain or loss is charged to income. 4. Investment Tax Credit The Company accounts for investment tax credits by the "flow-through" method. Under this method, credits are recognized as a reduction of income tax expense in the year the assets giving rise to the credit are placed in service. THERIOT, MILFORD & DUNN ~ ~ ' • Plant Specialties, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.- CONTINUED October 31, 1979 and 1978 NOTE B - LONG-TERM DEBT Long-term debt at October 31, 1979 and 1978, consisted of the following: 10% note payable to bank, due in monthly install- ments of $3,000 plus interest; collateralized by letter of guarantee from corporate officers 13% note payable, due in monthly installments of $4,325; collateralized by guaranty agreements from corporate officers 9-1/4% note payable to bank (90% guaranteed by the Small Business Administration), due in monthly installments of $6,402 (including interest); collateralized by a chattel mortgage on sub- stantially all machinery and equipment and furniture and fixtures, assignment of life insurance on the president and vice-president of the Company, the pledge of certain personal assets of the president, and the personal guarantee of the president, vice-president and treasurer of the Company (collateralized by personal assets of these officers). In 1978, collateral included a blanket assignment of accounts receivable and a blanket mortgage on all inventory Various notes payable to banks, due in monthly installments; collateralized by equipment, automobiles and trucks costing $94,618 and $99,984 at October 31, 1979 and 1978, respect- ively 7% note payable to corporate officer (note F) Capitalized lease obligation, due in monthly installments of $760 including interest Less current maturities 1979 1978 $ - $ 56,000 69,202 - 259,727 450,040 62,859 51,700 61,124 61,124 25,082 34,199 477,994 653,063 151,876 115,687 $ 326,118 $ 537,376 Continued THERIOT, MILFORD & DUNN Plant Specialties, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED October 31, 1979 and 1978 NOTE B - LONG-TERM DEBT (CONTINUED) The Small Business Administration .loan requires the Company, among other things; 1. To limit the annual compensation (including salaries, fees, bonuses, commissions, loans, advances and other payments whether direct or indirect, in money or otherwise) of its president and vice-president. 2. To limit fixed asset additions in any fiscal year. The Company has obtained waivers of default from the Small Business Administration for the year ended October 31, 1979. NOTE C - SHORT-TERM NOTES PAYABLE Short-term notes payable at October 31, 1979 and 1978, consisted of the following: 1979 1978 9-1/2% note payable on demand to bank; collateralized by collateral chattel mortgage on all 2" to 12" valves supplied and sold to the Company by Cameron Iron Works, Inc., assignment of accounts receivable resulting from the sale of aforementioned valves, the continuing guarantee of the corporate officers and a collateral assignment of rights under distributorship agreement $ - $ 120,000 Note payable on demand to the General Electric Credit Corporation (GECC); interest accrued monthly and based on the prime rate of the New York Clearing House plus 4-1/2%; collat- eralized by a collateral chattel mortgage covering all control valves, assignments of all accounts receivable, and the guarantee of the corporate officers 409,867 - 11-1/2% note payable to bank, due in 11 monthly installments of $350 with unpaid balance due March 3, 1980; collateralized by telephone equipment costing $17,730, and endorsement of corporate officer 14,992 - $ 424,859 $ 120,000 Continued THERIOT, MILFORD & DUNN ,~ CERTIFIED PUBLIC ACCOUNTANTS a Plant Specialties, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED October 31, 1979 and 1978 NOTE D -INCOME TAXES The principal components of the income tax expense for the years ended October 31, 1979 and 1978, which are reflected on the statements of earnings and which bear unusual relationships to book income, consist of the following: Year ended Year ended October 31, 1979 October 31, 1978 Taxable income Components of income tax: Federal income taxes Taxes on permanent differences Investment tax credits earned Job tax credit earned State income taxes Tax effect of surtax exemption Rounding and others $ 276,636 $ 106,790 $ 128,177 $ 51,259 15,333 14,752 (8,377) (3,571) (21,794) (23,557) 6,519 2,446 (18,289) (13,500) 3 , 031 - $ 104,600 $ 27,829 In addition to the above, deferred income taxes have been provided for timing differences resulting from (1) calculating depreciation on certain property and equipment using the straight-line method for financial reporting purposes and the declining balance method for income tax purposes and (2) Plant Specialties Maintenance, Inc. using the cash method of accounting for income tax purposes and the accrual method for financial reporting purposes. NOTE E - LEASE COMMITMENTS The Company leases real estate under several long-term non-cancellable leases. Rental expense relative to these leases amounted to $57,049 and $43,349 for the years ended October 31, 1979 and 1978, respectively. Continued THERIOT, MILFORD & DUNN ~ CERTIFIED PUBLIC ACCOUNTANTS ~ Plant Specialties, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED October 31, 1979 and 1978 NOTE E - LEASE COMMITMENTS (CONTINUED) These leases contain various renewal options; however, the future minimum rental commitments as of October 31, 1979, for all such leases are as follows: Years ended October 31 Amount 1980 $ 65,400 1981 54,000 1982 54,000 1983 54,000 1984 54,000 1985 9,000 $ 290,400 One of the above leases relates to the rental of land and buildings for the Company's administrative offices and plant in Sulphur, Louisiana from the Company's president and. vice-president. Rental expense for this lease amounted to $44,000 and $27,000 for 1979 and 1978, respectively. This related-party lease extends through December, 1984, at a monthly rental of $4,500. NOTE F -AMOUNTS DUE TO OFFICERS The Company is indebted to its president and vice-president for compensation accrued on the books, some of which was paid and loaned back to the Company. The amounts are reflected in the balance sheet as an accrual ($122,500 in 1979 and $115,000 in 1978) and as a note payable ($61,124 in 1979 and 1978). Both of these have been classified as non-current liabilities under the terms of agreements signed by the officers and the Company on January 6, 1978. NOTE G - PURCHASE OF SUBSIDIARIES During the year ended October 31, 1979, Plant Specialties, Inc. (Parent) effected a reorganization of a portion of the Company's operations into two new corporations (Subsidiaries),. Continued THERIOT, MILFORD 8c DUNN q CERTIFIED PUBLIC ACCOUNTANTS ~ s , _ _ I ~. ~! • Plant Specialties, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED October 31, 1979 and 1978 NOTE G - PURCHASE OF SUBSIDIARIES (CONTINUED) On September 1, 1979, Plant Specialties, Inc. acquired 100% and 90% of the authorized capital stock of Plant Specialties Maintenance, Inc. and Plant Specialties Controls, Inc. for $1,000 and $18,000, respectively. These acquisitions have been accounted for as purchases and, accordingly, the results of operations of the subsidiaries have been included in in- come from September 1, 1979 (their date of incorporation) through October 31, 1979. The operations of the new corporations are a result of separating the sales of a specific product line of control valves and the maintenance shop from the parent company. Accordingly, the parent company has transferred inventory and fixed assets to the subsidiaries in exchange for notes receivable. ~ _ THERIOT^ MILFJRD & DUNN T' - ---.... ~i SUPPLEMENTAL INFORMATION 1 THERIOT, MILFORD 8c DUNN UDITORS' REPORT ON SUPPLEMENTAL INFORMATION Board of Directors Plant Specialties, Inc. The basic consolidated financial statements of Plant Specialties, Inc. and Subsidiaries for the years ended October 31, 1979 and 1978, and our report thereon, are presented in the preceding section of this report. Our examination was made primarily for the purpose of formulating an overall opinion on those financial statements. The supplemental statements presented hereinafter, although not considered necessary for a fair presentation of financial position, results of operations and changes in financial position are presented as supplementary information and have been subjected to the audit procedures applied in the examination of the basic financial statements. In our opinion, the supplemental statements are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ~~~ Lake Charles, Louisiana February 5, 1980 e THFRI()T Mii Fran fL rl~iNN t . • • Plant Specialties, Inc. and Subsidiaries CONSOLIDATED COST OF SALES Years ended October 31 1979 1978 Materials Labor Supplies Depreciation - equipment Freight Equipment rental Repairs and maintenance Payroll taxes Employee benefits Discounts $ 2,529,612 58.8% $ 1,984,484 59.6% 434,773 10.1 300,900 9.1 63,041 1.5 60,182 1.8 38,421 .9 35,562 1.1 29,089 .7 16,189 .5 837 - 426 - 1,704 - 355 - 34,919 .8 17,908 .5 28,911 .7 19,517 .6 (8,843) (.2) (12,637) (.4) $ 3,152,464 73.3% $ 2,422,886 72 8°° S TFAFRIPIT MII Fn Rfl Ar C~IINN • • ,, Plant Specialties, Inc. and Subsidiaries • CONSOLIDATED SELLING EXPENSES. i Years ended October 31 Advertising Automobile and truck expenses Public relations and promotion Repairs and maintenance Salaries Sales commissions Salesmen's expenses Travel and entertainment Payroll taxes Depreciation 1979 1978 $ 1,490 - % $ 1,304 - 31,512 .7 24,838 .7 53,439 1.2 33,839 1.0 10,935 .3 4,331 .1 193,011 4,5 211,543 6.4 602 - 2,350 .1 - - 200 - 7,861 .2 8,236 .3 16,147 .4 11,729 .4 34,015 .8 24,003 .7 $ 349,012 8.1% $ 322,373 9 7°, ~ Tt-IFgI(1T ~A II Cnon R 1'1~~~~r.i . --- - • Plant Specialties, Inc. and Subsidiaries CONSOLIDATED GENERAL AND ADMINISTRATIVE EXPENSES Years ended October 31 ' Salaries - officers Salaries - office Amortization Bad debts Contributions Depreciation Dues. and subscriptions Insurance Interest Laundry Miscellaneous Office Officers' life insurance Officers' medical benefits Payroll taxes Professional fees Rent Repairs and maintenance Taxes and licenses Telephone and utilities 1979 1978 $ 80,500 1.9% $ 88,387 2.7% 90,193 2.1 46,398 1.4 20 - 32 - 200 - 37,437 1.1 1,017 - 250 - 18,661 .4 14,718 .4 4,100 .1 2,422 .1 35,105 .8 32,952 1.0 91,076 2.1 82,149 2.5 6,453 .1 3,785 .1 2,291 .l 4,424 .1 27,118 .6 20,166 .6 8,313 .2 8,757 .3 2,346 .1 2,938 .1 12,317 .3 8,760 .3 16,883 .4 24,233 .7 64,449 1.5 45,388 1.4 4,172 .1 1,686 - 6,281 .1 4,750 .1 53,904 1.3 48,869 1.5 $ 525,399 12.2% $ 478,501 14.4% 4 TNFRIf1T Mn cnan fN I711NN • CONSOLIDATED FINANCIAL STATEMENTS AND AUDITORS' REPORT PLANT SPECIALTIES, INC. AND SUBSIDIARIES October 31, 1983 and 1982 CONTENTS Page AUDITORS' REPORT - 3 FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS 4-5 CONSOLIDATED STATEMENTS OF OPERATIONS 6 CONSOLIDATED STATEMENTS OF RETAINED EARNINGS 7 CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION 8-9 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 10-14 SUPPLEMENTAL INFORMATION i AUDITORS' REPORT ON SUPPLEMENTAL INFORMATION 16 ~ CONSOLIDATED COST OF SALES ' 17 r CONSOLIDATED SELLING EXPENSES 18 CONSOLIDATED GENERAL AND ADMINISTRATIVE EXPENSES 19 ANGLEY, WILLIAMS & MYERS CERTIFIED PUBLIC ACCOUNTANTS 205 W. COLLEGE STREET LAKE CHARLES. LOUISIANA 70605 (318)477-2827 LESTERLANGLEY,JR. DANNY L. WILLIAMS H. DALE MYERS, JR. Board of Directors Plant Specialties, Inc. MEMBERS OF AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS We have examined the consolidated balance sheets of Plant Specialties, Inc. and Subsidiaries as of October 31, 1983 and 1982, and the related consolidated statements of operations, retained earnings and changes in financial position for the years then ended. Our examinations were made in accordance with generally accepted auditing standards and, accordingly, included such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances. In our opinion, the financial statements referred to above present fairly the consolidated financial position of Plant Specialties, Inc. and Subsidiaries at October 31, 1983 and 1982, and the consolidated results of their operations and the changes in their financial position for the years then ended, in conformity with generally accepted accounting principles applied on a consistent basis. December 22, 1983 3 • LIABILITIES 1983 1982 CURRENT LIABILITIES Bank overdraft $ 142,571 $ 124,336 Short-term note payable (note B) 724,951 610,100 Current maturities of long-term debt (note C) 180,061 147,728 Accounts payable 650,094 620,647 Accrued liabilities 144,021 69,513 Deferred income taxes (notes A3 and D) 56,251 53,936 Total current liabilities 1,897,949 1,626,260 OTHER LIABILITIES Long-term debt, less current maturities (note C) 1,115,466 1,277,481 Bonuses payable (note F) 122,500 122,500 Deferred income taxes (notes A3 and D) 96,859 80,407 Commitments (note E) - - 1,334,825 1,480,388 STOCKHOLDERS' EQUITY Common stock - authorized 2,500 shares of $10 par value; issued and out- standing, 1,800 shares 18,000 18,000 Retained earnings 545,717 389,640 563,717 407,640 $ 3,796,491 $ 3,514,288 The accompanying notes are an integral part of these statements. 5 lant S ecialties Inc. and Subsidi• es P , CONSOLIDATED STATEMENTS OF OPERATIONS Year ended October 31, 1983 1982 Net sales $ 5,635,269 100.0% $ 6,510,842 100.0% Cost of sales 4,017,841 71.3 5,017,873 77.1 Gross profit 1,617,428 28.7 1,492,969 22.9 Operating expenses Selling expenses 565,871 10.0 575,136 8.8 General and administrative expenses 689,793 12.2 813,812 12.5 1,255,664 22.2 1,388,948 21.3 ~ Operating profit i 361,764 6.5 104,021 1.6 Other income (expenses) Interest ( 202,466) (3.6) (447,886) (6.9) ! Gain (loss) on disposal ' of fixed assets 1,308 - ( 3,546) - Other 19,967 .3 29,899 .4 ( 181,191) (3.3) (421,533) (6.5) Earnings (loss) before } income taxes and extraordinary credit 180,573 3.2 (317,512) (4.9) Income taxes (notes A3, A6 and D) Estimated refund ~ of income taxes resulting ~ from carryback of operating loss - - (113,629) (1.7) Currently payable 42,730 .8 2,939 - Deferred payable (benefit) 18,767 .3 ( 10,979) ( .2) 61,497 1.1 (121,669) (1.9) Earnings (loss) before extraordinary credit 119,076 2.1 (195,843) (3.0) Extraordinary credit Tax benefit arising from carryforward of prior year operating loss 37,001 .6 - - NET EARNINGS (LOSS) $ 156,077 2.7% $ (195,843) 3.0 The accompanying notes are an integral part of these statements. 6 ti , 1• Specialties, Inc. and Subsid• ies CONSOLIDATED STATEMENTS OF RETAINED EARNINGS Year ended October 31, 1983 1982 Retained earnings at beginning of year $ 389,640 $ 585,483 Net earnings (loss) for the year 156,077 (195,843) Retained earnings at end of year $_545,717 $ 389,640 The accompanying notes are an integral part of these statements. 7 ~ , lan-f Specialties, Inc. and Subsidies CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION Year ended October 31, 1983 1982 Sources of working capital From operations Net earnings (loss) before extraordinary credit $ 119,076 $ (195,843) Charges (credits) to operations before extrordinary item not using (providing) working capital Depreciation of property, plant and equipment (note A3) 192,241 187,249 Amortization of organization costs, origination fees, and excess cost of subsidiary (notes A4, A5 and G) 4,792 4,244 (Gain) loss on sale of property, plant and equipment. ( 1,308) 3,546 Deferred income taxes (benefit) 16,452 ( 2,396) 331,253 ( 3,200) Extraordinary credit - tax benefit arising from carryforward of prior year operating loss 37,001 - Working capital provided from operations 368,254 ( 3,200) Long-term debt financing (note C) 43,254 1,365,466 Proceeds from sale of property, plant and equipment 5,998 28,350 Decrease in deposits - 1,430 Current maturities - related party note receivable (note F) 359,709 - Decrease in accounts receivable - officers - 1,100 777,215 1,393,146 Applications of working capital Purchase of property, plant and equipment 198,718 304,905 Increase in loan origination fees - 21,500 Increase in accounts receivable - officers 4,847 - Payments and current maturities of long-term debts (note C) 205,269 234,639 Increase in note receivable - related party (note F) 719,418 - Cost in excess of investment of subsidiary - 16,122 1,128,252 577,166 INCREASE (DECREASE) IN WORKING CAPITAL ( 351,037) 815,980 Working capital (deficit) at beginning of year 583,380 (232,600) Working capital at end of year $ 232,343 $ 583,380 8 P1'ant Specialties, Inc. and Subsi~ries CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION - CONTINUED Year ended October 31, 1983 1982 Changes in components of working capital Increase (decrease) in current assets Accounts receivable $ 294,054 $ (359,516) Inventory ( 360,218) (547,948) Prepaid expenses ( 13,184) ( 32,181) ( 79,348) (939,645) (Increase) decrease in current liabilities Bank overdraft ( 18,235) (29,549) Current maturities of long-term debt ( 32,333) (77,299) Short-term notes payable ( 114,851) 1,537,649 Accounts payable ( 29,447) 329,871 Accrued liabilities ( 74,508) (16,160) Income taxes - 2,530 Deferred income taxes ( 2,315) 8,583 ( 271,689) 1,755,625 INCREASE (DECREASE) IN WORKING CAPITAL $ ( 351,037) $ 815,980 The accompanying notes are an integral part of these statements. 9 lant Specialties, Inc. and Subsidi'dfies NOTES TO CONSOLIDATED FINANCIAL STATEMENTS October 31, 1983 and 1982 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements follows: 1. Principles of Consolidation The consolidated financial statements include the accounts of the Company and all of its subsidiaries after elimination of all significant intercompany items and transactions. 2. Inventory Inventory is stated at-the lower of cost or market. Cost is determined principally by the last-in, first-out method. 3. Property, Plant and Equipment Depreciation is provided for in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives. Th e straight-line method of depreciation is followed for substantially all assets for financial reporting purposes, but accelerated methods a re used. for tax purposes. 4. Organization Costs Organization costs are amortized over a five year period on a straight-line basis. 5. Loan Origination Fees The fees incurred for obtaining long-term debt have been capitalized and are being amortized over a fifteen year period using the straight-line method. 6. Investment Credit Inv estment tax credits are accounted for by the "flow-through" method which recognizes the credits as reductions of income tax expense in the year utilized. 10 ~ . lant S ecialties Inc. and S b ~' p , u sidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED October 31, 1983 and 1982 NOTE B - SHORT-TERM NOTE PAYABLE The short-term note payable is a demand note payable to The First National Bank and Trust Company of Oklahoma City. This note represents a working capital line of credit, based upon accounts receivable and inventory levels. The line of credit is limited to $2.5 million and accrues interest m onthly base d u po n the prime rate of the New York Clearing House plus 3 1/2%. The credit line is collateralized by inventory, an assignment of accounts receivable, and the personal guarantee of the chairman of the board and president of the Company. The note requires the Company, among other x things, to obtain written consent before issuing credit memos in excess of ~ $10,000 or increasing the salaries of key employees. The Company is also to limit property and equipment purchases during any fiscal year. The Company has obtained a waiver of default on these provisions for the yea r ~ ended October 31, 1983. i NOTE C - LONG-TERM DEBT Long-term debt consists of: ~ Notes payable to bank (guaranteed by the U.S. Farmers Home Administration [FmHA)), due in monthly installments of $17,195 (including interest at Chase Manhatten Bank prime) and $1,944 (plus interest at bank prime); collat- eralized by a mortgage on substantially all land and improvements, machinery, equipment + and office furniture used in the Company's operations as well as the personal guarantee of the chairman of the board and president of the Company. Note payable to bank, due in monthly install- ments of $350 including interest at prime, collateralized by telephone equipment and the endorsement of a corporate officer. Various notes payable to a bank, due in monthly installments; collateralized by equipment, auto- mobiles and trucks. Note payable to corporate officer (note F) Less current maturities 11 1983 1982 $ 1,171,138 $ 1,296,341 3,307 59,958 61,124 1,295,527 180,061 $_1,115.466 6,852 60,892 61,124 1,425,209 147,728 $ 1,277,481 ~t Specialties, Inc. and Subsi~ries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED October 31, 1983 and 1982 NOTE C - LONG-TERM DEBT - CONTINUED The FmHA n ote requires the Company, among other things, to obtain written consent before increasing the salaries of key employees. Th a Company h as obtained a w aiv er of default on this provision for the year ended October 31, 1983. Aggregate maturities of long-term debt for the five years following October 31, 1983 are as follows: 1984, $185,390; 1985, $170,189; 1986, $182,875; 1987, $186,591; and 1988, $205,483. NOTE D - INCOME TAXES The principal components of the income tax benefit, which is reflected on the statements of operations and which bears an unusual relationship to th e financial statement income (loss), consist of the following: Net income (loss) before income taxes $ 180,573 $ (317,512) Components of income tax (benefit): Federal income taxes $ 83,064 $ (146,056) Net investment credit earned ( 10,997) 10,751 Taxes on permanent differences 1,957 ( 1,944) State income tax 6,927 ( 11,323) Tax effect of surtax exemption ( 16,267) 19,750 Rounding and others - 7,153 State income tax deducted from federal taxable income ( 3,187) - $_ 61 ,497 $ 121 669 ) In addition to the above, deferred income taxes have been provided for timing differences resulting from (1) calculating depreciation on certain property and equipment using the straight-line method for financial reporting purposes and various accelerated methods for income tax purposes and (2) Plant Specialties Maintenance, Inca using the cash method of accounting for income tax purposes and the accrua 1 method for f inane is 1 reporting purposes. The .Company filed a claim for refund ($113,629) of prior years taxes as the result of incurring a net operating loss for the year ended October 31, 1982. 12 nt Specialties Inc. and Subs~aries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED October 31, 1983 and 1982 NOTE E - COMMITMENTS The company conducts its operations in leased facilites classified as operating leases. The following is a schedule by years of minimum rental payments under such operating leases which expire in 1985. Year ended October 31 1984 36,000 1985 36,000 $ 72,000 The above leases relate to the rental of land and buildings for the Company's operations from the Company's officers. Total lease payments to related parties during the years ended October 31, 1983 and 1982 amounted to $36,000-and $39,635 respectively. NOTE F - RELATED PARTY TRANSACTIONS The Company is indebted to its chairman of the board and president for compensation accrued on the books, some of which was paid and loaned back to the Company. The amounts are reflected in the balance sheet as an accrual of $122,500 and as a note payable of $61,124. Both of these h ave been c las s i f ied as non-current liabilities under the terms of agreements signed by the officers. The stockholders of Plant Specialties, Inc. own S & W Industries, Inc. j During the years ended October 31, 1983 and 1982 intercompany sales from S & W Industries, Inc. approximated $279,000 and $4,700 respectively. Included in the financial statements for the years ended October 31, 1983 and 1982 are the following receivables comprised of advances to S & W Industries, Inc. in excess of intercompany sales: 1983 1982 Accounts receivable $ 41,334 $ 25,606 Note receivable due in monthly installments of $29,776 plus interest at a variable rate. 719,418 - 760,752 25,606 Less current portion 401,043 25,606 $_ 359 , 709 $ - 13 ~ , nt Specialties, Inc. and Subs~aries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED October 31, 1983 and 1982 NOTE G - CHANGE IN ACCOUNTING ENTITY On January 1, 1982, Plant Specialties, Inc. (parent) acquired 100% of the outstanding capital stock of Plant Specialties Oil Field Supply, Inc. (subsidiary) for $22,600. This aquisition has been accounted for as a purchase in the accompanying financial statements. The operations of the Subsidiary from January 1, 1982 through October 31, 1982 have been included in the accompanying financial statements. The cost in excess of t17e Parent's investment in the Subsidiary is amortized over five years on the straight-line method. NOTE H - PROFIT SHARING PLAN In October of 1981 , the Company adopted an employee profit sharing plan which has been qualified with the Internal Revenue Service. No contributions have been made to the plan. 14 • SUPPLEMENTAL INFORMATION AUDITORS' REPORT ON SUPPLEMENTAL INFORMATION Board of Directors Plant Specialties, Inc. Our examinations were made for the purpose of forming an opinion on the basic financial statements taken as a whole of Plant Specialties, Inc. and Subsidiaries for the years ended October 31, 1983 and 1982, which are presented in the preceding section of this report. The supplemental information 1, presented hereinafter is presented for purposes of additional analysis and is i not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the examinations of the basic financial statements, and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. W ~-:~~ U Lake Charles, Louisiana December 22, 1983 16 ~ ~ d i i i~ries b S t es, Inc. an Spec alt s u CONSOLIDATED COST OF SALES Year ended October 31, 1983 1982 Materials $ 2,992,776 53.1% $ 4,015,029 61.7% Labor 583,357 10.4 684,096 10.5 Supplies 115,049 2.0 80,151 1.2 Depreciation - equipment 100,441 1.8 83,402 1.3 Freight 53,492 1.0 40,467 .6 Equipment rental 8,185 .1 11,960 .2 Repairs and maintenance 21,310 .4 15,589 .3 Payroll taxes 84,732 1.5 47,773 .7 Employee benefits 58,499 1.0 40,367 .6 Discounts - - ~ 961) - $ 4,017,841 71.3% $ 5,017,873 77.1% 17 ~nt Specialties, Inc. and Subs~aries CONSOLIDATED SELLING EXPENSES Year ended October 31, 1983 1982 Advertising $ 7,005 .1% $ 11,910 .2% Automobile and truck expenses 73,635 1.3 66,440 1.0 Public relations and promotion 46,439 .8 49,966 .8 Repairs and maintenance 4,505 - 2,255 - Salaries 363,349 6.5 322,636 4.9 Sales commissions 2,605 - 4,998 .1 Travel and entertainment 10,195 .2 31,650 .5 Payroll taxes 12,235 .3 31,442 .5 Depreciation 45,603 .8 53,839 .8 Contract agreements 300 - - - $ 565,871 10.0% $ 575.136 8.8% 18 t #r-t Specialties, Inc. and Subs~aries CONSOLIDATED GENERAL AND ADMINISTRATIVE EXPENSES Year ended October 31, Salaries - officers Salaries - office Amortization Bad debts Bonuses and commissions Contributions Depreciation Dues and subscriptions Insurance Laundry Miscellaneous Office Officers' life insurance Payroll taxes Professional fees Rent Repairs and maintenance Taxes and licenses Telephone and utilities Data processing 1983 $ 146,960 2.6% 103,276 1.9 4,781 .1 733 - 26,100 .5 1,309 - 46,196 .8 3,860 - 62,981 1.1 6,417 .1 1,057 - 26,211 .5 4,175 - 2,686 - 46,348 .9 36,000 .6 7,313 .2 32,068 .6 113,207 2.0 18,115 .3 $ 689,793 12.2% 1982 $ 142,960 2.2% 119,629 1.8 4,244 .1 10,489 .2 2,013 - 50,008 .8 7,060 .1 73,915 1.1 8,122 .1 15,750 .3 39,698 .6 3,942 - 6,849 .1 40,773 .6 63,249 1.0 12,956 .2 46,343 .7 122,336 1.9 43,476 .7 19 $ 813,812 12.5% ~ . AMORTIZA TION SCHEDULE AMORT2 2/14/84 ANNUAL INTEREST RATE 9.0000 X ' NUMBER OF MONTHS 180 ~ ~^ PRINCIP AL AMOUNT 500.000 L MONTHLY PAYMENT 5.07 L • 33 .~.~ _. TOTAL O __ F PAYMENTS .. _- 9(2.839.40 -. - - __ _ .- -----._ _-.------ ....___. -- --- - ---- ----- ------ __. ------ 'pp~ --~ _, PRINCIPAL CUMULATIVE CUMULATIVE CUMULATIVE il - ~ ~ MONlH PRINCIPAL INTEREST BALANCE PRINCIPAL INTEREST PAYMENT ~ ~ l - u i,~ ^:; l 1.321.33 3.750.00 498.678.67 1.321.33 3.750.00 5.071.33 ~~•' ~ ~ 2 1.331.24 3.740.09 x97.347.43 2.652.57 7.490.09 10.142.66 "' G _ -- --- 3- - - -- - - - - -----_ -- ~~ ^ 4 L .351 .29 3.720.04 494.654.91 5.345.09 14.940.23 20.285.32 ~ ~"~ ,.~ S 1.361.42 3.709.91 493,293,49 6.706.51 18.650.14 25.356.65 I y 6 1 .371 •63 3.699.70 491 •921 .86 8.078. 14 - 22.349.84 - 30.427.98 - - - _ _-__..-- ; -.__-__ _-__...__ _ -___ ._. _ , , ^ 7 1.381.92 3.689.41 490.539.94 9.460.06 26.039.25 35.499.31 .1 8 1.392.29 3.679.04 489.147.65 10.852.35 29.718.29 40.570.64 G` --'9 _ t•402.T3 --3.668.60 487.744.92-- ---12.255.08 - 33.386.89 - 45.641.97 t0 1.413.25 3.658.08 486.331.67 13.668.33 37.044.97 50.713.30 r, 11 1.423. B5 3.647.48 484.907.82 15.092.18 40.692.45 55.794.63 12 1.434,53---- 3.636.80 483.473.29 --- 16.526.71 44.329.25 60.855.96 . ~ 13 1.445.29 3.626.04 482.028.00 17.972.00 47.955.29 65.927.29 ,1 14 1.456.12 3.615.21 480.571.88 19.428.12 51.570.50 70.998.62 15 1.467.05---- 3.604.28 479.104.83--- - -20.895.!7 - 55.174.78 -76.069,95 16 1.478.05 3.593.26 477.626.78 22.373.22 58.768.06 81.141.28 ,.~ 17 1.489.13 3.582.20 476.137.65 23.862.35 62.350.26 86.212.61 1e L.500.30-- - 3.571.03 474.637.35 25.362.65 65.921.29 91.283.94 - ----- ----------.--- ._..__.._---~--.___-_ _ ___ -__- ~. ^/ 19 1.511.55 3.559.78 473.125.80 26.874.20 69.481.07 96.355.27 ,.,,,, 20 1.522.89 3.548.44 47!.602.91 28.397.09 73.029.51 101.426.60 ~ I 2T 1 .534.31---_ 3.537.02 470.068.60- -_ 29.931 .40- 76.566.53---- -!06.497.93 - ------ ~ 11 22 1.545.62 3.525.51 468.522.78 31.477,22 80.092,04 !11.569.26 ~,;,~~ 23 1.557.41 3.513.92 x66.965.37 33.034.63 83.605.96 116.640.59 ;,.. ~ I 24 1.569,09-- - 3.502.24 465.396.28-- 34.603.72 87.108.20 121.711.92 dO ;~ ^ 25 1.580.86 3.490.47 463.815.42 36.184.58 90.598.67 126.783.25 ~1 26 1.592.72 3.478.61 462.222.70 37.777.30 94.077.28 131.854,58 ,r « U 27 I.60a.66 -3.a66.6T - -46O.618.Oa-- --39.381 .96 - 97.5x3.95 - 136.925.91 -- _ - 28 1.616.70 3.454.63 459.001.34 40.998.66 100.998.58 141.997.24 ,,;,,.1 29 1.628.82 3.442,51 457.372.52 42.627.48 104.441.09 147.068.57 '~ 30 1.641.04-.--.- 3.430.29 x55.731.48 44.268.52 107.871.38 - 152.139.90 --- --- -- ____. __ ^ 3L 1.653.35 3.417.98 454.078.13 45.921.87 111.289.36 157.211.23 ,o ., 32 1.665.75 3.405.58 452.412.38 47.587.62 114.694.94 162.282.56 ~ ~ 33 1.678.24-- 3.393.09 - 450.734.(4-- ---49.265.86 - 118.088.03 - 167,353.89-- - ----------- - --~ ' 3x 1.690.83 3.380.50 4x9.043.31 50.956.69 121.468.53 172.425.22 :,, 35 1.703.51 3.367,82 447.339.80 52.660.20 124.836.35 177.496.55 i ' : 36 1.716.29-- -- 3.355.04 445.623.51 _._ 54.376.49 128.191.39 __-_ __._ __. 182.567.88 -. ____.T_._____-,-_-._ It' l ~ . 37 1.729.16 3.342.17 443.894.35 56.105.65 131.533.56 187.639.21 l ,, 38 1.742.13 ----- 3.329.20 - 442.152.22 3 - 57.847.78 97 -- 5 6 2 134.862.76 8 78 192.710.54 - 39 (•755.19 3.316.ik 440.397.0 9. . 0 .1 ,90 13 197.781.87 --- --- -c . I 40 1.768.36 3.302.97 438.628.67 61.371.3.3 141.481.87 202.853.20 ~ ~ , xl 1.781.62 3.289.71 436.847.05 63.152.95 144.771.58 207.924.53 ~~ I ! x2 1.794.98--- - 3.276.35 435.052.07 -- 64.947.93 1x8.047.93 212.995.86 _-._-__--'.-----__. _-...._.------'---'~..~..._ I `'4 6' .~ a3 1.806.44 3.262.89 433.243.63 66.756.37 151.310.82 218.067.19 ~, ~ ', 44 1.822.01 3.249.32 431.421.62 68.578.38 154.560.14 223.138.52 '~'~ - ~. z - - 45 1 .835.67- 3.235.66 -- - 429.585.95- - 70.414.05 - 157. 795.80 - 228.209.85 ----- rR ~ ~ 46 1.849.44 3.221.89 427.736.51 72.263.49 161.017.69 233.281.18 ~'o~ JI 47 1.863.31 3.206.02 425.873.20. 74.126.80 164.225.71 238.352.51 %~ n i ' jai i M .. _.. __.. .. ._. .----- -._- J I AMORTIZATION SCHEDULE MONTH PRINCIPAL AMORT2 2/14/A4 PRINCIPAL CUMULATIVE CUMULATIVE CUMULATIVE INTEREST BALANCE PRINCIPAL INTEREST PAYMENT J h h, 1~ ----- 48 ---}~g77,29-- ----3.194.04._- 423.995.91 _ . ....._._76.004.09._.. ...167.419.75_- 243.423.84.__. _ .__.._._.._ ~--------------r. 49 1.891.37 3.179,96 422.104.54 77.895.46 170.599.71 248.495.17 -~, ~ ~ 50 1.905.55 3.165.78 420•!98.99 79.801.01 173.765.49 253.566.50 ~ a ~,~ --- -- -- 5t- .--- ----.'. 1 • 919.84 _. 3. 1 51 , 49- - 4 1 8.279. i 5 8l .720.85 1 76.91 6.98 258. 637.83 _ - _ - ------_.--'-- _ ~~ 52 1.934.24 3.137.09 at6.3a4.91 83.655.09 L80.054.07 263.709,16 ~I ' ~ '~ ~ I 53 1.948.75 3.122.58 414.396.16 85.603.84 183.176.65 268.780.49 .; I„ -- ---- --54---- ---t•963.36 -- 3.107.97 - 412.432.80 87.567.20 186.284.62 273.851.82 ~4 55 !.978.09 3.093.24 4L0.454.71 89.545.29 189.377.86 278.923.15 %! • ~ 9 56 1.992.92 3.078.41 408.46!.79 91.538.21 192.456.27 283.994.48 .-- _ #r"^^N ___.- . ....... . ...... _ - - ~ ~,t - ST..-_____ __- 2.007.87 - 3.063.46 406.453.92 93.546.08 195.519.73 289.065.81 p UY SB 2.022.93 3.048.40 404.430.99 95.569.01 198.568.13 294.137.14 ~ '• . ' , • y„i 59 2.038.10 3.033.23 402.392.89 97,607,11 201.601.36 299.208.47 ~~ I.a.l. e~ --- 60- -2.053.39 - ---- 3.017.94 400.339,50 - --99.660.50- 204.619.30 304.279.80 - -__._~ _______ .- 61 2.068,79 3.002.54 398.270.71 101.729.29 207.621.84 309.351.13 ' ~~ r 62 2.084.30 2.987.03 396.186.41 103,813.59 210.608.87 314.422.46 c a - 63--- - -2.099.94 2.971.39 394,086.47 105.913.53 213.580.26 319.493.79 _.-__ _ _.-...-. _- { ~; i. , 64 2.115.69 2.955.64 391.970.78 108.029.22 2!6.535.90 324.565.12 J yI I 65 2.131.55 2.939.78 389.839.23 110.160.77 219.475.68 329,636.45 ~`' --66 -__ 2.147.54 - -2.923.79 387,691,69 - 112.308.31 222.399.47 334.707.78 - -.. _. __. - '~~ 67 2.163,65 2.907,68 385.528.04 114.471.96 225.307.15 339.779.11 ~ J ~, „' 68 2.179,87 2.891.46 383.348.17 116.651.83 228,198.61 344,850.44 . LL,, ~' 69 2.196.22 2.875.11 381,151.95 118.848.05 23L.073.72 349,921.77 -- U . 70 2.212.70 2.858.63 378.939.25 121.060.75 233.932.35 354.993.10 ' ice ~ 71 2.229.29 2.842.04 376.709.96 123.290.04 236,774.39 360.064.43 __ 72 2.246.01 . . . . . 73 2.262,86 2.808,47 372.201.09 127.798.91 242.408.18 370.207.09 ~ 74 2.279.83 2.791.50 369.921.26 130.078.74 245.199.68 375.278.42 -- - 75- _._.._ ___._.2.296.93 2.774.40 367.624.33--- 132.375.67 247.974.08 380.349,75 76 2.314.15 2.757.18 365.310.LB 134,689.82 250.731.26 385.421.08 77 2.331.5( 2.739.82 362.978.67 137.021.33 253.471.08 390.492.41 ., - - --- 78 - -- -_ 2.348.99 2.722.34 - -- 360.629.68 -- 139.370.32 256. 193.x2 395.563.74 79 2.366.61 2.704.72 358.263.07 .141.736.93 258.898.14 400.635.07 ~' 80 2.384.36 2+686.97 355.878.71 144,121.29 261.585.11 405.706.40 ~, - 61 - _ 2.402.24 2.669.09 353.476.47 - 146.523.53 264.254.20 410.777.73 , ~ B2 2.420.26 2.651.07 35!.056.21 148.943.79 266.905.27 415.849.06 ~ ~ ~i :, j 83 2.438.41 2.632.92 348.617.80 151.382,20 269.538.19 420.920.39 ,, _ _ 84 ._.. __ __..__-2,456.70 - 2.614,63 - - 346.!61.10 -- 153.838.90 272.152.82- 425.991.72 - 85 2.475.13 2.596.20 343.685.97 156.314.03 274.749.02 431.063.05 ti 86 2.493.69 2.577.64 341.192.28 158,807.72 277.326.66 436.134.38 - -87 - - - 2.512.39 2.558.94 338,679.89 161,320.11 279.885.60 - - 441.205.71 -- 88 2.531.24 2.540.09 336.148.65 163.851.35 282.425.69 44b.277.04 h~ 89 2.550.22 2.521.11 333.598.43 166.401.57 284.946.80 451.348.37 , ---- --~0 °-X569-r35----- 2•SOi.98- ----33k.029.08---~- --168:970.92 -- - 287.448.78-- --456.419.70 -----__.__.._._-.. i.~: 91 2.588.62. 2.482.71 328.440.46 171,559.54 289.931.49 461.491.03 ~,_n 92 2.608.03 2.463.30 325.832.43 174.167,57 292.394.79 466.562.36 'i_....---- --_93_.._ _.__.-.__..2.627.59------ 2.443.74 - :-:.323.204.84-- -i-76.795.16-_ 294.838.53 471.633.69...- --- ---- •ri 94 2.647.30 2.424.03 320.557.54 179.442.46 297.262.56 476.705.02 y ~ Ga l 95 2.667.15 2.404,!8 317.890.39 182.109.61 299.666.74 481.776.35 e ,---T_- -.~q6- 2-.687.16 -----.--- -2.384.-i 7- ----315.203.23 -k84. 796. 77 - -- 302.050.91 ___ _- -486.847.68 ---- ------ 97 2.707.31 2.364.02 312.495.92 187,504.08 304.414.93 491.919.01 `~' 98 2.727.62 2.343.71 309.768.30 190.231.70 306.758.64 496.990.34 ~. ----- ---99-- --------2:748.07 .-__.--- 2.323.26.- _-_ 307.020.2.3..--- ---192.979.77._-. 309.081.90 _ 502.061.67 - ----- -- l 100 2.768.68 2.302.65 304.251.55 195.748,45 311.384.55 507.133.00 - v 101 2.789.45 2.281,88 30!•462.10 198.537.90 313.666.43 512.204.33 ~'S l 536.05 239.599.71 365.135.76 - -- --_-- _ ___ _ __ ' 95..__._.. 125 463 32.._ .374 825 _ - 2 ------ -_ ~r `. G~ ~ iJ ..__ i' :. ~M' ;''~ ;' J r ~ ~~ -., ~. O') '~ ra r~:, .% ~ ~. je~~ i~'! ~ {1l{.~. ' -.... .-__ ~`I - ~j -- ~ ~ ~_ AMORTIZATION SCHEDULE `~ - ~~ _ MONTH PRINCIPAL AMORT2 2914984 PRINCIPAL CUMULATIVE CUMULATIVE CUMULATIVE INTEREST BALANCE PRINCIPAL INTEREST PAYMENT ,; - 202--- -2.$10:37-- -- 2.260.96 ' -' 298.651 .73 201 .348.27 -- 315.927.34-_'---51.7.275:66"' _------ ~ ~ l03 _ 2.831.45 2,239,88 295.820.28 204.179.72 318.167.27 522.3x6.99 ~ 104 2.852,68 2.218.65 292.967.60 207.032.40 320.385.92 527.418.32 3 "" _- , -`- --I05 -`_`~ "'-- - 2.874.08 -`- --" - 2. 1 97.25 290. 093.52 209.906.48 322 , 583. l 7 - - 532.489.65 - - ~ 106 2.895.63 2.175.70 287.197.89 2!2.802.11 32x.758.87 537.560.98 l5. ` ~ ~~ 107 2.917.35 2.153.98 28x.280.54 215.719.46 326.912.85 542.632.31 , - 1OB-- -2.939.23" ----2.132.30 - 281.841.31 - - 218.658.69 329.04x.95 - 547.703.64 --- --_-'_-' - i~ I '~,', l09 2.961.28 2.110.05 278.380.03 221.6!9.97 331.155.00 552.774.97 ~ 110 2.983,48 2.087.85 275.396.55 224.603.45 333.242.85 557,846.30 y~ # - ---' --i l T--"----- _ 3.005.86 - -- 2 • 065.47 272. 390 • 69 227.609.3! 335.308.32 562.9! 7.63 112 3.028.40 2.042.93 269.362.29 230.637.71 337.351.25 567.988.96 ~.,~ 113 3.051.12 2.020.21 266.311.17 233.688.83 339.371.x6 573.060.29 -J_-__ _---.--1.14- - -_-3cU7x.00._- ___---1.997.33 - 263.237,17 ___236.762.83 3x1.368.79 578.131.62 _----_---- Il5 3.097.06 1.974,27 260.1x0.11 239.859.89 343.343.06 583.202.95 ~ , ll6 3.120.28 1.951.05 257.019.83 242.980•!7 345.294.11 588.274.28 5 -117---"-- - "-3.143.b9 - 1.927.64 253.876.10 246.123.86 347.221.75 593.345.61 - _"_ 118 3.167.26 1.904.07 250.708.88 249.291.12 349.125.82 598.416.94 l19 3.191.02 1.880.31 247.517.86 252.482.14 351.006.13 603.488.27 J L~ ?ICJ _-120----'----3.214.95.__----__.1.856.38 244.302.91-._.__._255.697.09 352.862.51 - 606.559.60 ____ _.w_--_ ---...__-- -_-_.. _ __, 121 3.239,06 1.832.27 241.063.85 258.936.15 35x.694.78 613.630.93 ' :122 3.263.36 1.807.97 237.800.49 262,L99.S1 356.502.75 618.702.26 .~ -123 - 3.287.83 !•783.50 234.512.66 -_ 265.487.34 358.286.25 623.773.59 --- l24 3.312.49 1.758.8a 231.200.!7 268.799.83 360.045.09 628.844.92 ~ 125 3.337.33 1.734.00 227.862.84 272.137.16 361.779.09 633.916.25 ~ -_ _-__ 126- - --3.862.36 -- 1 x708.97 224.500.48 - 275.499.52 - 363.488.06 638.987.58 - - -- 127 3.387,58 1.683.75 221.112.90 278.887.10 365•L71.81 644.058.91 ~` ~~ 128 3.412.99 1.658.34 277.699.97 282.300.09 366.830.15 9 649.130.24 57 -- 654 201 - -- 129 ---- `_'3.438.59 --- 1.632.74 214.261.32 --- -285.738.68 368.462.8 . . ~ ~ 130 3.464.38 1.606.95 210.796.94 289.203.06 370.069.84 659.272,90 , ~" ' l31 3.490.36 1.580.97 207.306.58 292.693.42 371.650.81 664.344.23 ~ , -- _ ----d 32------ -3.516.54--- - 1.554.79--- -- 203+790 •04--- - 296.209.96 - 373.205.60 669.41 5.56 - -_ 133 3.542,91 1.528.42 200.247.13 299.752.87 374.734.02 674.486.89 134 3.569.48 1.501.65 196+677.65 303.322.35 376.235.87 679.558.22 - - -135 -- - -_ 3.596.25 `` 1.475.08 - 793.081.40 - -306.918.60 - 377.710.95 684.629.55 136 3.623.22 1.448.11 189.458.18 310.541.82 379.159.06 .689,700.88 ~ ~' 137 3.650.40 1.420.93 185.807.78 314.192.22 380.579.99 694.772.21 ~r>~ i 38 _ _ __ __ _._ 3.67 7.78 _._.__.. .-_ _ t .393.55 -_ 1 82. 130 .00 3l 7 • 870 .00 - 38l .973.54 - 699. 843.54 ___ _ - - ----.-- _ !39 3.705.36 1.365.97 178.424.64 321.575.36 383.339.51 704.914.87 ~ ~' 140 3.733.L5 1.338.18 174.691.49 325.308.51 384.677.69 709.986.20 ~ MM`' ~ 141 -- 3.761.15 -- -- {•310.18 170.930.84 329.069.66 385.987.87 715.057.53 -------- --- ~fl 142 3.789.36 1.281.97 167.!40.98 332.859.02 387.269.84 720.128.86 ~ ~ 143 3.817.78 1.253.55 163.323.20 336.676.80 388,523.39 725.200.19 J ' -'------ --}44 -3.846.4.1_..- -__ 1.224.92-._ 476~.79~----- _ 159. --340.523.21- - 389.748.37 -- --730.271.52 -~~~----~-~~-_ ...._ .___._._.._-.___.-._.._.. .-_:. '~~' 145 3.875.26 1.196.07 155.601.53 344.398.47 390.944.38 735.342.85 ~`'' ' 746 3.904.32 1.167.OC 151.697.21 348,302.79 392.111.39 740.414.18 `~ ___._-- __-.147----- -3.933.61 - - - i .137.72 147.763.60 ~- - 352.236.40 393.249.11 745.485,5! - ------- --__ _ __-.- __ ,__. ! l48 3.963.11 1.108.22 143.800.49 356.199.51 394.357.33 750.556.84 ' 149 3.992.83 1.078.50 139.807.66 360.192.34 395.435.83 755.628.17 '~ , '; .._ ._----- ----1.50-------- --4.022.78- -___-. :.__1.048.55.-_ _.- 735+784..88 -- --364.215.12 - 396.484.38 .._..760.699.50 _- _ __ _..- _-_r -_ ___.__ _. __ - ' l' 151 4.052.95 1.018.38 131.731.93 368.268.07 397.502.76 765.770.83 ', ~ ' ~'~ ~ 752 4.083.35 987.98 127.648.58 372.351.42 398.490.74 770.842.16 ' - >, ---153--- -- --4.113.97 --- -- 957.36-- - i23.534.6b--- 376.465.39 - 399.448.10 775.913.49 - -°---- -'- -" -_ ~~ l54 a•laa.83 926.50 119.389.78 380.610.22 400.374.60 780.984.82 ~ ~'',~~ S.~I 155 4,175.91 895.42 115.213.87 384.786.13 401.270.02 786.056.15 `•. °; ~ M -- - __ _--- - --- ~ _ _-------__ _ _ - __ __ --- _ __ _ -- ._ . __ __ _ _ __ _ _ _ __ ___.___ -_ -- - _ _ __ _ ~I • AMOR~IZATIDN SCHEDULE AMORT2 2/14/84 ' PRINCIPAL CUMULATIVE CUMULATIVE CUMULATIVE MONTH PRINCIPAL INTEREST - BALANCE PRINCIPAL (NTE REST PAV ME NT --- --156 -4.207.23 -- ----864• l0 -- 1! 1 •006.64 ~__. __ 388.993.36 _ -_ 402. 134.12- __.____791. 127.48 .____----~.- ' ~i l57 4.238.79. 832.54 106.767,85 393.232.15 402.966.66 796.196.81 ~"- 158' 4.270.58 800.75 102.497.27 397.502.73 403.767.41 801.270.14 ~..---- --159-__-.:.- ---___._4-. 302.61. ._ --` 768.72 98.194.66__ _ 40 i . 805. 34 404.536.1 3 _ 806.34 1 .47 _ _ --- ' l60 4.334.88 736.45 93.859.78 406.140.22 405.272.58 811.412.80 ~/ 161 4.367.39 703.94 89.492.39 410.507.61 405.976.52 816.484.13 '(-i -}(s2-- --~a4~ifl:14 --- -ti71+19-- - 85.092.25 - 414.907,75 -- 406.647.71 ---821.555.46 -- ---- i ' 163 ' 4.433.14 638.19 80.659.11 419.340.89 407.285.90 826.626.79 ~~ l64 4.466,39 604.94 76.192.72 423.807.28 407.890.84 831.698.12 9 -- - - -165 -- ------4.499. g9 571.44 - 71.692.83 428.307•!7 408.462.28 836.769.45 - --~ -._ _ I 166 4.533.64 537.69 67.159.19 432.840. BI 408.999.97 84L.840.78 ~~~ i 167 4.567.64 503.69 62.59L.55 437,408.45 409.503.66 846.912.11 12~ ----- ----168--- - 4-6fl1.9fl---- ---469.43 - --SJ.9B9.65--- - 442.010.35 409.973.09 851.963.44- ---- 169 4.636.41 434.92 53.353.24 446.646.76 410.408.01 857.054.77 ~ 170 4.671.19 400.14 48.682.05 451.317.95 410.808.15 862.126.10 ----- ----17 t----- --_ - 4.706.22-.---_ __ __ 365. 1 i 43.975. B3 - 456.024.1 7 41 t . 1 73.26 _ 867 • l 97.43 _. _ _ _ ' 172 4.741.52 329.81 39.234.31 460.765.69 411.503.07 872.268.76 ~I~ 173 4.777.08 294.25 34.457.23 465.542.77 411.797.32 877.340.09 ~- --i7#-- -4.812.91-- -258.42.___._. ....29.644.32 .._. .._...470.355.68..._ ...412.055.74 __882.411.42 _ _ __ 175 4.849.00 222.33 24.795.32 475.204,68 412.278.07 887.482.75 ~' ~ I 176 4.885.37 185.96 !9.909.95 480.090.05 412.464.03 892.554.08 ~ - 177 4.922.01 149.32 14.987.94 485.012.06 4!2.613.35 897,625.41 - ~-'- ' 178 4.958.93 112.40 10.029.01 489.970.99 ai2.725.75 902.696.74 ~ ' 179 4.996.12 75.21 5.032.89 494.967.11 4(2.800.46 907.768.07 ~, ', -----180-- ----5.4i32s89- -- 3T. 74 - -- --- .00 _ 500.000.00 - 412.838.70 __ __912.839.40._._.... _ ___ ~ ~ " ~ ,,,~. ,.ui _-_.. ._.-. _'.. ~, ~ "i ~ ,. , J J jj11~ • f1U ~.t ' J ~~ J L 0 _ __ _ ~'~