Case LSS Doc 688 Filed 11/11/15 Page 1 of 3
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1 Case LSS Doc 688 Filed 11/11/15 Page 1 of 3
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5 Case LSS Doc Filed 11/11/15 Page 2 of 8 Exhibit C Colt Financial Projections (Unaudited) ($ in thousands) INCOME STATEMENT Fiscal Year Ended December 31, 2016E 2017E 2018E 2019E Total Net Sales $269,391 $302,964 $293,033 $354,385 Less: Cost of Goods Sold 214, , , ,927 Gross Profit $55,218 $69,403 $69,522 $92,458 Margin % 20.5% 22.9% 23.7% 26.1% Less: SG&A $41,525 $43,138 $46,511 $49,946 EBIT $13,692 $26,265 $23,010 $42,512 Margin % 5.1% 8.7% 7.9% 12.0% Other Expenses (Income) $154 $154 $154 $154 Interest / Fees 18,092 18,471 18,882 19,326 Foreign Taxes ,415 Net Income ($4,998) $6,935 $3,016 $21,617 EBITDA Adjustments EBIT $13,692 $26,265 $23,010 $42,512 Depreciation 6,308 5,827 6,149 6,886 Amortization 1,605 1,559 1,534 1,510 EBITDA $21,605 $33,652 $30,693 $50,907 Margin % 8.0% 11.1% 10.5% 14.4% Sponsor Fees & Expenses 1,000 1,000 1,000 1,000 Adjusted EBITDA $22,605 $34,652 $31,693 $51,907 Margin % 8.4% 11.4% 10.8% 14.6% Free Cash Flow EBITDA $21,605 $33,652 $30,693 $50,907 Add: Net Deferral / (Payment) of Sponsor Fees 1, (750) (375) Less: CapEx (9,243) (9,605) (9,745) (9,520) Less: Changes in NWC (3,216) (634) 4,533 (7,727) Less: Pension Plan Funding (1,200) (1,200) (1,200) (1,200) Less: Foreign Taxes (444) (705) (959) (1,415) Less: Other Expenses / (Income) (154) (154) (154) (154) Less: Tax Related Distributions (1) - (775) (1,217) (8,636) Unlevered Free Cash Flow $8,348 $20,704 $21,202 $21,881 Notes: (1) Assumes tax reincorporation transaction. Illustratively assumes 40% tax rate 1
6 Case LSS Doc Filed 11/11/15 Page 3 of 8 BALANCE SHEET Fiscal Year Ended December 31, Projected Opening B/S 2016E 2017E 2018E 2019E Current Assets Cash $20,822 $16,256 $24,047 $32,325 $41,304 Restricted Cash 7,019 7,019 7,019 7,019 7,019 Accounts Receivable, Net 23,231 19,728 18,122 14,539 16,978 Inventory, Net 45,223 49,621 53,795 52,221 61,427 Deferred Income Tax Benefit Prepaids & Other Current Assets 5,324 4,324 4,324 4,324 4,324 Total Current Assets $101,774 $97,102 $107,462 $110,583 $131,207 Other Assets Fixed Assets, Net $22,733 $25,668 $29,446 $33,042 $35,676 Goodwill 8,597 8,597 8,597 8,597 8,597 Trademarks 38,350 38,350 38,350 38,350 38,350 I. P. & Other Intangibles 8,515 6,910 5,351 3,817 2,308 Deferred Financing Fees 2,638 2,110 1,583 1, Deferred License Fee Other Assets & Security Deposit Total Other Assets $82,021 $82,824 $84,515 $86,049 $86,646 Total Assets $183,795 $179,926 $191,977 $196,632 $217,853 Fiscal Year Ended December 31, Projected Opening B/S 2016E 2017E 2018E 2019E Current Liabilities Accounts Payable $17,655 $15,670 $16,756 $16,406 $18,604 Accrued Expenses 13,599 13,261 14,236 13,212 14,557 C. P. of Employee Ben Costs 1,544 1,544 1,544 1,544 1,544 Customer Advances & Deferred Income 8,589 8,589 8,589 8,589 8,589 Total Current Liabilities $41,388 $39,065 $41,125 $39,751 $43,295 Long Term Debt Senior Loan Exit Facility $41,200 $41,200 $41,200 $41,200 $41,200 Term Loan Exit Facility 87,932 87,932 87,932 87,932 87,932 Third Lien Exit Facility 50,000 54,080 58,493 63,266 68,428 Fourth Lien Note to GUCs 7,000 7,571 8,189 8,857 9,580 Total Long Term Debt $186,132 $190,783 $195,814 $201,255 $207,140 Other Liabilities Pension and retirement obligations $37,403 $36,203 $35,003 $33,803 $32,603 Long-term deferred tax liability 14,870 14,870 14,870 14,870 14,870 Other long-term liabilities 6,505 6,505 6,505 6,505 6,505 Total Other Long Term Liabilities $58,778 $57,578 $56,378 $55,167 $53,978 Total Liabilities $286,297 $287,426 $293,317 $296,173 $304,413 Equity Total Member's Equity ($102,502) ($107,500) ($101,340) ($99,541) ($86,560) Total Liabilities & Member's Equity $183,795 $179,926 $191,977 $196,632 $217,853 2
7 Case LSS Doc Filed 11/11/15 Page 4 of 8 CASH FLOW STATEMENT Fiscal Year Ended December 31, 2016E 2017E 2018E 2019E Operating Activities Net income (loss) ($4,998) $6,935 $3,016 $21,617 Adjustments Depreciation and Amortization 8,440 7,914 8,211 8,923 PIK Accretion 4,651 5,031 5,441 5,885 Changes in operating assets and liabilities: Accounts Receivable 3,504 1,605 3,583 (2,439) Inventories (4,398) (4,174) 1,574 (9,206) Prepaid expenses and other assets 1, Accounts payable and accrued expenses (2,323) 2,060 (1,374) 3,544 Accrued pension and retirement liabilities (1,200) (1,200) (1,200) (1,200) Other Liabilities - - (11) 11 Net cash (used in) provided by operating activities $4,678 $18,171 $19,240 $27,135 Investing Activities Purchases of property and equipment ($9,243) ($9,605) ($9,745) ($9,520) Net cash used in investing activities ($9,243) ($9,605) ($9,745) ($9,520) Financing Activities Repayment of debt $- $- $- $- Tax related distributions - (775) (1,217) (8,636) Net cash used in financing activities $- ($775) ($1,217) ($8,636) Change in cash and cash equivalents ($4,565) $7,791 $8,278 $8,979 Cash and cash equivalents, beginning of period 20,822 16,256 24,047 32,325 Cash and cash equivalents, end of period $16,256 $24,047 $32,325 $41,304 3
8 Case LSS Doc Filed 11/11/15 Page 5 of 8 ASSUMPTIONS TO FINANCIAL PROJECTIONS A. General Assumptions i. The Financial Projections have been prepared for the years 2016 through ii. The Financial Projections assume no public company costs as of the Effective Date. iii. The Company exits bankruptcy at the end of December The Company will adopt fresh start accounting post-exit, which will have a material impact on the opening balance sheet. This impact is not reflected in the Financial Projections. iv. The Company remains in the existing manufacturing facility through the projection period. v. The Company is successful in implementing its turnaround initiatives related to margin improvement, supply chain management and product offering. B. Key Revenue Assumptions i. The Company currently operates in three key business segments of the firearms industry: US Government ( USG ); International; and Commercial/Law Enforcement ( Comm/LE ). ii. USG assumptions: a. The Company has historically allocated significant resources to procure and deliver on large scale United States government contracts. These large-scale contracts have a significant impact on plant utilization as well as blended gross margins. b. These projections assume that the Company continues to sell through the existing backlog and concurrently pursues certain contracts that fit with the overall strategy. iii. International assumptions a revenue is driven from orders currently in backlog and from securing specific opportunities that are currently in the pipeline. b annual revenue increases at the current CPI rate of approximately 2.5%, based on a consistent sales mix from recurring customers and a robust pipeline of new opportunities. iv. Commercial/ Law Enforcement Assumptions a. The commercial channel is Colt s largest long-term growth opportunity given Colt s low market share and high level of brand recognition. These products offer attractive gross margins and will be a key focus for management to drive overall profitability. b. The Company plans to expand its production capacity and efficiency to support growth in market share in the commercial segment. c. Based on current demand, revenue from existing rifle and hand gun products is projected to achieve a compounded annual growth rate of 2.6% from
9 Case LSS Doc Filed 11/11/15 Page 6 of 8 d. New product lines developed by the Company are projected to generate approximately $265mm in sales over The table below highlights the required investment and estimated sales for 2016 to 2019, for the commercial new product offerings: New Products Summary ($000 s) Product Projected Investment Estimated Sales New Product A $0 $74,749 New Product B 3,150 60,000 New Product C 1,100 52,500 New Product D 4,250 55,000 New Product E 5,600 22,500 New Product F 6,500 0 Grand Total $20,600 $264,749 v. Colt Canada Assumptions a. Assumes modest growth across all channels with no material next generation program sales C. Cost of Goods Sold Assumptions i. Direct material and direct labor expenses are based on standards set by the Company effective April ii. Assumes standard overhead costs are fully absorbed and flexed with increased/decreased labor. With few exceptions, the fixed component of overhead expense increases by 2.0% per year based on current CPI. iii. Gross margin on new products manufactured in West Hartford is adjusted for an incremental fixed cost burden, which is higher in the first two years of production due to new product learning curve. iv. Adjustments for Scrap, Material Variances, Amortization, etc. are projected based on the levels experienced in v includes $2.0mm in other manufacturing costs to account for additional expenses as the Company makes changes to its operating and supply chain platform and ramps up its production. D. SG&A Assumptions i. Engineering department includes the one-time G&A component of the new product costs (excluding capex), as well as growth in headcount to support new product development. ii. Sales & Marketing department includes the ramp up of expenses for advertising, publicity and promotions as a percentage of commercial sales and will also require additional personnel to support commercial marketing efforts. 5
10 Case LSS Doc Filed 11/11/15 Page 7 of 8 iii. iv. Commissions are based on the existing rates as a percentage of sales for customers in the Commercial and International segments. Administrative a. Reflects normal course operations, simpler capital structure and non-sec registrant status. While there are no expected increases in headcount, the projections do include additional corporate bonuses based on improved performance. b. Includes one-time costs related to IT initiatives as well as recurring spend for increased IT budget. E. Tax Assumptions i. The Company is projected to pay foreign taxes which are predominantly Canadian. ii. The Company is projected to make tax-related distributions as necessary. F. Balance Sheet and Cash Flow Assumptions i. Assumes carryforward of historical cost. The Company will adopt fresh start accounting for subsequent periods which will have material impact on the opening balance sheet. This impact is not reflected in the Financial Projections. ii. Opening balance sheet cash is based on projections for the 4 th quarter 2015 which assumes payment of all bankruptcy administrative costs and pre-petition expenses associated with assumed liabilities. iii. Accounts Receivable is based on percentage of sales and assumed collection cycle by segment. USG and Commercial collections are based on a 10 day collection cycle, while International is based on a 45 day collection cycle. iv. Inventory: beginning balance based on the Company s 2015 projection: a. Raw Materials is calculated as a percentage of COGS based on historical trends. b. WIP is adjusted based on assumed improvements to inventory management, procurement efficiencies and labor improvements resulting in reduced WIP inventory balances as percentage of COGS. c. Due to the quick turnover, relative to the USG and Commercial business, USG and Commercial FG inventory levels are based on historical levels of FG as percentage of COGS relative to same month COGS. However, the first 6 months of 2016 also reflects a buildup of Commercial FG inventory, from approximately 10 days to 30 days. This represents a defined effort to support the broader commercial business in the sales projections. d. International FG inventory as percentage of COGS is higher (relative to USG and Commercial) and is calculated using forward looking COGS levels and adjusting for the increased inventory levels to account for the build-up required for large international orders. v. Accounts Payable is based on DPO of 40 days vi. Capex: a. IT Capex is approximately $500k and $300k in 2016 and 2017, respectively, and then drops to a nominal amount in years 2018 and
11 Case LSS Doc Filed 11/11/15 Page 8 of 8 b. Spending on new product lines has been budgeted, by product, over the period of one year prior to the anticipated launch date. c. New Equipment spending of $3.0mm per year to continuously improve the Company s equipment and systems to shift to a more technologically driven manufacturing process. d. Maintenance spend of $1.5mm per year is both preventative and reactive as machines and equipment age. e. Capex spending is depreciable after 6 months (7 year straight line method). G. Key Capital Structure Assumptions i. The Company is projected to exit with approximately $186.1mm of total debt, $129.1mm of which would be cash-pay starting at the Effective Date bearing a 10% interest rate. ii. The Company will raise new capital, through a rights offering, in the form of a Third Lien Facility with a 8% PIK interest and 5-year maturity. iii. Senior Notes/General Unsecured Claims that do not elect to participate in the rights offering will receive either cash (up to $3.0mm) or a Fourth Lien Note (up to $7.0mm). The Fourth Lien Note will bear 8% PIK interest and a 5.5-year maturity. 7
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13 Case LSS Doc Filed 11/11/15 Page 2 of 4 EXHIBIT D Hypothetical Liquidation Analysis Summary (Unaudited) (US$ in millions) Book Value Month Ended Aug. 15 Hypothetical Recovery Percentages Estimated Liquidation Value (Except where noted) Low High Low High Cash and Equivalents (Unrestricted) (12/31/15 Est.) (1) $ % 100.0% Cash and Equivalents (Restricted for LCs) (12/31/15 Est.) (2) % 0.0% Accounts Receivable, Gross (3) US % 85.0% Non-US % 65.0% Inventories, Gross (4) US Finished Goods % 100.0% Work in Process % 20.0% Raw Materials % 10.0% Non-US Finished Goods % 75.0% Work in Process % 20.0% Raw Materials % 10.0% Equipment (Gross Value) (5) % 23.7% Real Estate (Gross Value) - Non-US (6) % 109.6% Gross Estimated Liquidation Proceeds from A/R, Inventory and Fixed Assets $37.8 $46.9 Intellectual Property (7) Gross Estimated Liquidation Proceeds $68.9 $119.7 Less: Fees and Expenses (8) (3.1) (5.6) Net Estimated Liquidation Proceeds (9) $65.9 $114.1 Calculation of Fees and Expenses Low High Chapter 7 Trustee Fees and Expenses (10) $2.1 $3.6 Chapter 7 Professional Fees and Expenses (11) Employee Expenses/Wind-down Costs (12) Total Fees and Expenses $3.1 $5.6 B-1
14 Case LSS Doc Filed 11/11/15 Page 3 of 4 Distribution Analysis Low Liquidation Value High Liquidation Value Gross Estimated Liquidation Proceeds from A/R, Inventory and Fixed Assets $37.8 $46.9 Less: Fees and Expenses Allocated (13) (1.7) (2.2) Net Estimated Liquidation Proceeds from Cash, A/R, Inventory and Fixed Assets $36.1 $44.7 DIP Senior Loan Holder Claims (14) $46.5 $46.5 Recovery Amount from 1st Lien on A/R, Inventory and Fixed Assets Recovery Amount from 2nd Lien on Intellectual Property DIP Senior Loan Holder Recovery Amount $36.1 $46.5 % of Claims 77.7% 100.0% Liquidation Proceeds Remaining from A/R, Inventory and Fixed Assets $0.0 $0.0 Gross Estimated Liquidation Proceeds from Intellectual Property $31.1 $72.7 Less: Fees and Expenses Allocated (13) (1.4) (3.4) Net Estimated Liquidation Proceeds from Intellectual Property $29.7 $69.3 DIP Term Loan Holder Claims (15) $34.3 $34.3 Recovery Amount from 1st Lien on Intellectual Property Recovery Amount from 2nd Lien on A/R, Inventory and Fixed Assets DIP Term Loan Holder Recovery Amount $29.7 $34.3 % of Claims 86.6% 100.0% Remaining Net Estimated Liquidation Proceeds $0.0 $33.2 Prepetition Term Loan Holder Claims (16) $64.4 $64.4 Prepetition Term Loan Holder Recovery Amount $0.0 $33.2 % of Claims 0.0% 51.6% Administrative Claims (17) $17.2 $17.2 Administrative Recovery Amount $0.0 $0.0 % of Claims 0.0% 0.0% Senior Notes Claims (18) $262.7 $262.7 Senior Notes Recovery Amount $0.0 $0.0 % of Claims 0.0% 0.0% Other General Unsecured Claims (estimate) (19) $25.3 $63.9 (pari passu to Senior Notes Claims) Other General Unsecured Claims Recovery Amount $0.0 $0.0 % of Claims 0.0% 0.0% Notes: Existing West Hartford lease with NPA Hartford expires January 2016 and may need to be extended to enable an orderly liquidation. The Committee has contended throughout these Chapter 11 Cases that the Debtors assets may include certain claims and causes of action against the Sciens Group (See, Section IV.M of the Disclosure Statement for the views of the Committee with respect to such claims). The Debtors, on the other hand, do not believe that such claims have merit, and, as a result, have not included the potential value of such claims in its liquidation analysis (See, Section IV.M of the Disclosure Statement for the views of the Debtors and Sciens with respect to such claims). B-2
15 Case LSS Doc Filed 11/11/15 Page 4 of 4 NOTES TO LIQUIDATION ANALYSIS No. Item Notes 1 Cash and Equivalents (Unrestricted) 100% realization expected on the book value for unrestricted cash and liquid investments with maturities of three months or less on Colt s balance sheet estimated as of 12/31/2015. Based on projected operating losses, unrestricted cash balance is estimated to be $0mm on the Effective Date 2 Cash and Equivalents Represents letters of credit covered by restricted cash on Colt s balance sheet as of (Restricted for LCs) 3 Accounts Receivable, Gross 12/31/2015. Estimated recoveries are based on management estimates Estimated proceeds realizable from short-term and long-term accounts receivable are based on management's assessment of the ability of the Debtors to collect on their accounts, taking into consideration the credit quality and aging of the accounts. The Liquidation Analysis for accounts receivable is based on estimated recoveries of aging receivables using a declining scale of recoveries. These estimates take into account the inevitable difficulty in collecting receivables and any concessions that might be required to facilitate the collection of certain accounts receivable 4 Inventory, Gross Estimated inventory recoveries are based on the stage of production and geography per management estimates 5 Equipment Equipment includes production equipment, production support, material handling, titled vehicles, test & measurement and general plant support. The hypothetical recovery rates across all equipment classes was based on recovery rates for gross book values (recovery rates based on Hilco appraisal dated September 26, 2013) 6 Real Estate Estimated recoveries on real estate assets are based on management s assessment of recovery rates for gross book values (recovery rates based on CBRE appraisal dated November 20, 2013) 7 Intellectual Property Intellectual Property includes the sum of trademarks, intellectual property and other intangibles. The recovery values are based on the Hilco appraisal dated December 1, Fees and Expenses All fees and expenses associated with Chapter 7 liquidation process 9 Net Estimated Liquidation Proceeds 10 Chapter 7 Trustee Fees and Expenses 11 Chapter 7 Professional Fees and Expenses 12 Employee Expenses/Winddown Costs Net proceeds available from the Chapter 7 liquidation process that would be applied to satisfy the claims of the Current Asset Credit Facility, Term Loan and Senior Unsecured Noteholders Compensation for the Chapter 7 trustee will be limited to fee guidelines in section 326(a) of the Bankruptcy Code. The Debtors management has assumed trustee fees of 3% of the gross proceeds (excluding cash) in the liquidation Represents compensation for the Chapter 7 trustee's counsel and other legal, financial and professional services during the Chapter 7 case Wind-down costs are based on management s best estimates of the costs associated with an orderly liquidation. Corporate payroll and operating costs during liquidation are based on the assumption that certain functions would be required during the liquidation process in order for an orderly wind-down of the business and the plants. Costs would include costs associated with shutting down the production lines as well as salaries of certain operating and maintenance employees, severance and bonus pay that would be incurred during a Chapter 7 liquidation All fees and expenses are allocated on a pro rata basis of the gross proceeds (excluding cash) 13 Fees and Expenses Allocated 14 DIP Senior Loan Represents the sum of the DIP Senior Loan ($9.77mm), the rolled up Current Asset Credit Holder Claims Facility ($35.0mm) and legal counsel estimated fees ($1.75mm) 15 DIP Term Loan Represents the sum of the DIP Term Loan ($13.39mm), the accreted value of the rolled up Holder Claims Senior Secured Term Loan through December 31, 2015 ($20.5mm) and legal counsel estimated fees ($0.5mm) 16 Prepetition Term Represents the sum of the accreted value of the outstanding Prepetition Term Loan through Loan Holder Claims December 31, 2015 ($54.0mm) and $10.3mm of make whole payment/ repayment fee through December Administrative Represents the sum of all the Administrative Expense Claims filed with respect to the case (as Claims defined in the Plan of Reorganization) estimated to be $17.2mm 18 Senior Notes Claims Represents the principal value of 2017 Senior Unsecured Notes of $250mm and accrued interest of $12.7mm 19 Other General Represents estimates related to claims, pension, retiree medical, severance, environmental Unsecured Claims remediation and other real estate costs that would be borne by the estate B-3
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