Res 1984-B-02 - Orange County Comptroller
Transcription
Res 1984-B-02 - Orange County Comptroller
APPROVING THE ISSUANCE OF ORANGE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY INDUSTRIAL DEVELOPMENT REVENUE BONDS (QUIKEY MANUFACTURING CO., INC., PROJECT) IN AN AGGREGATE PRINCIPAL AMOUNT OF $650,000 WHEREAS, the Board of County Commissioners of Orange County declared a need for the Orange County Industrial Development Authority (the "Authority"), appointed its members and empowered it to act under the provisions of Chapter 159 Part 111 of the Florida Statutes; and, WHEREAS, the Authority on January 18, 1984, following the public hearing (the "Public Hearing") held pursuant to the Notice of Public Hearing published in The Orlando Sentinel and attached hereto as Exhibit "At' (the "Notice") adopted the resolution attached hereto as Exhibit "B" (the "Resolution") providing for the issuance of an aggregate principal amount of $650,000 of Orange County Industrial Development Authority Industrial Development Revenue Bonds (Quikey Manufacturing Co., Inc. Project) (the ttBonds")for acquisition, construction and equipping of the therein described industrial or manufacturing plant for Quikey Manufacturing Co., Inc. (the "Project") in Orange County; and, WHEREAS, the Board of County Commissioners of Orange County has jurisdiction over Orange County; and, WHEREAS, the Board of County Commissioners of Orange County has been furnished with a copy of the Notice and of the minutes or extracts of the minutes of the Meeting and Public Hearing of the Authority held on January 18, 1984 with respect to the Authority's approval of the Resolution indicating that the Notice apprised residents of Orange County of the proposed issuance of the Bonds not less than 14 days before the Public Hearing and that the Public Hearing was conducted in a manner which provided a reasonable opportunity for persons with differing views on both the issuance of the Bonds and the location and nature of the Project to be heard; and, WHEREAS, the Board of County Commissioners has been requested by the Authority to consider and approve the Authority's issuance of the Bonds in compliance with the provisions of Section 103(k) of the Internal Revenue Code of 1954, as amended; NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Orange County as follows: /E/'J? i g i 1. Issuance of the Bonds by the Authority in an aggregate incipal amount of $650,000 of Orange County Industrial velopment Authority Industrial Development Revenue Bonds (Quikey Manufacturing Co., Inc. Project) as contemplated by the ~esolutionis hereby approved. 2. This approval is intended to comply with the provisions of Section 103(k) of the Internal Revenue Code of 1954, as amended. 3. Nothing contained in this approval shall be deemed to create any obligation or obligations of Orange County, Florida or the Board of County Commissioners of Orange County. day of ADOPTED as of this 23'' tive immediately upon its adoption. znuarq , 1984 and effec- J& GL,, Chairman of the Bo d of County Commissioners The Orlando Sentinel ADVERTISING C H A R G E ---__ i k f o r r the undermgned authontv pemnallv appeared Nancy A . _Puglia - -- - who on oath u y a h t -_, .he is the IPg;tl Ad\,c~-tisingRtprc..wntativr o i ttle Orlantio Sr~ltinel,s. Daily newspaper put:l~shed nt CJrlando. In Orange Countv. Florida; that she attached copy of ad- .. . . . wnr. puhl~shedIn w d newspaper in the i.snues of January 4, 1984- - -- . - i n the . --- - __ ._ Court, __ - -- -- --- .Affi:~ritf ~ ~ r t h .?a\-.< er t h a t tile ?;a:tl Orlondo hentinel is a ne\vsp;rper p u b l i s h 4 a t Orlando. in :,:lid Orange C.'o~~nry. E'loiiri:~. mid t h a t thc :-.:!~dnewspaper has heretofore been continut,mly 111ihii\tledin .,:lid Orange (:our~ty, Florida, each Week Day and has been entered a .se<ond(,ins\ i~iailr r ~ a t t e :it r t hv pt~hto:.fice in 0ri:lndo. i n ..;lid Orange County, Florida for a period of 1.ne v t w nvxt prt~t.rd~ng the. tint puhlicittior~ TI^ the attached copy of advertisement; and afr r t h a t !w/she h;zq i>rit):c-r paid nor p r o m i s e d a n y person, firm or corporation fiant t ~ ~ n h.says sriy di.~c.ounr,rehate, comn1!~40nor r r ~ t r ~ nt do r rhe pllrprhqh! of srruring this advertisement for puhiiration in the said newsp:iper. (, ,,~CI-OOr . FORM NO AD-262 $ 5 0 . 9 3- NOTICE OF PUBLIC HEARING OR*UGC COUNTl INDIJWRIAC DEVELOPMENT AUTHORIN A PUb'lC hear~ngwtll be held try 11=IDA to c ~ Y C I Wand act on a w r o v a l for purposes o f SeCIl0t-1I W k ) o f tfm I-,tern* novent.. Code 01 1954 dqreOl)ed W bon6 tor fhc (X4errS listed below 1 Maximum ot 51 150 m of IndUStnal d e v e t o m t ;evenue bcnds tor Sunbat Platrng c o r n Piny PraleCt a to construct an awroxtmately 30 sg n m e fat lin~shingtacbltry to te located on lots 27 and 28 ct 'he 33rd Streei Induslrfal Park ip Orlando Oranqa Counb or at n , alternate w e on McClaod Road ooposlte the Orlando Waste Water Treatment Facliiw $0C'llando Orange County ? Max~mumof %SO rn of ,ndustrlal develoOmen1 rrvenue bonds lor Ouickw Manuiaaur ing CanDany ITC Prsoect IS to conarucf a t 3 OM sq r.anuIdciurlr~yIdclrtty 011 J a c r e ol land o n Thorpn Road near Sllney Hayws Road In Sooth Orange Cobnty The above bond t w e s wdl be consldored by Iha A u t r ~ r ~ t y and 11 pialmlnar~wapwwed. such approval w ~ l lbo Imrnedt. dtely followed by a puL41chearInq wherein members of the publ~cw ~ l be l gwen a rc,wmb Me oommunity to e x w e ihmr Y I ~ W S on the ilsuance of :be bOM3 and the location and nature of the poOosad prqect The DUWIC mtrebng precsd~ng the pubic hearing WI U, naid on Wednesday January 16. 1984. and w ~ l beqlrr l at 2 00 P M rn S u ~ t e890. Hartlord Bu~ld~nq 200 . Easl Roblnson Street Orlando F l o r ~ d aand the public hesnng 11 a 9 wtll 1rnmed8metyIdla at the same kxn.Jn It a p3rw1-1ctectdes to anpeal anv deuwon made by t'qe Ora w e County IrKtuqrtal UNJopmern Authally ~ 6 t hresmct to any matter coesldered at lhrs meet~nqor heartnq he ma a r w w d of the woceadmgs and l a such p:~rrxne he may vcmd to insure that a verbartm reccxd of M. poceob In- r m e , whlch record anCII- the t a s t l r ~arm WIb e w e upon whlch the appeal alooebnrsd r_t-155_- J m 4 1984 RESOLUTION NO. 84 - 001 RESOLUTION AUTHORIZING A MEMORANDUM OF AGREEMENT WITH QUIKEY MANUFACTURING CO., INC. A RESOLUTION AUTHORIZING A MEMORANDUM OF AGREEMENT WITH QUIKEY MANUFACTURING CO., INC., WITH RESPECT TO THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF A CAPITAL PROJECT CONSISTING OF AN INDUSTRIAL OR MANUFACTURING PLANT IN ORANGE COUNTY, FLORIDA; THE PROPOSED PRIVATE ISSUANCE AND SALE OF $650,000 IN AGGREGATE PRINCIPAL AMOUNT OF ORANGE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY REVENUE BONDS (QUIKEY MANUFACTURING CO., INC. PROJECT) FOR THE PURPOSE OF PAYING ALL OR ANY PART OF THE COST OF SAID PROJECT; AND THE SALE OF SAID PROJECT TO OR FINANCING THEREOF FOR QUIKEY MANUFACTURING CO. INC., ALL PURSUANT TO THE FLORIDA INDUSTRIAL DEVELOPMENT FINANCING ACT. BE IT RESOLVED, by the members of the Orange County Industrial Development Authority: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of the Florida Industrial Development Financing Act, Part 11, Chapter 159, Florida Statutes, as amended, and Part I11 of Chapter 159, Florida Statutes, as amended (the "Act") and other applicable laws. SECTION 2. FINDINGS. It is hereby found, ascertained, determined and declared that: (A) The Orange County Industrial Development Authority (the "Authority") is a public body politic and corporate and a public instrumentality duly created and existing under and by virtue of the laws of the State of Florida. The Authority is authorized and empowered by the Act to provide for the issuance of and to issue and sell its Industrial Development Revenue Bonds for the purpose of paying all or any part of the cost of any "capital project comprising an industrial or manufacturing plant"; and (B) In order to promote the economic growth of Orange County (the "County") and the industrial economy of the State of Florida, to increase purchasing power and opportunities for gainful employment, to improve living conditions and to advance and improve the economic prosperity and the general welfare of the State and its people, it is desirable that: (1) The Authority provide for the issuance and sale of its Industrial Development Revenue Bonds (Quikey Manufacturing Co., Inc. Project) Series 1984, in the aggregate amount of $650,000 (the "Bonds"); (2) That the Authority use the proceeds thereof, to the extent of such proceeds, as follows: (i) to pay all or any part of the cost of issuance of the Bonds, (ii) to pay all or any part of the cost of acquiring a parcel of real estate located in the County and within the jurisdiction of the Authority (the parcel is expected to consist of approximately five acres of land), (iii) to pay all or any part of the cost of constructing and equipping certain improvements on the aforementioned parcel of real estate, including the construction of an approximately 15,000 square foot industrial or manufacturing plant, (iv) to pay all or any part of the cost of the acquisition and installation of certain machinery, equipment and appurtenances and facilities incidental thereto, and other improvements necessary and convenient therefor (the aforementioned parcel of real estate and improvements to be constructed thereon, and such machinery, equipment and appurtenances and facilities incidental thereto, being referred to herein, collectively, as the "Project"), and (v) to pay any other "cost" (as defined in Act) of the Project; the (3) That the Authority either (i) sell the Project ~ Inc., an Ohio to Quikey ~ a i u f a c t u r i nCo., corporation (the "Company"), for or at a purchase price payable in installments sufficient to pay the principal of, premium (if any), interest and other costs due pursuant to the Bonds when and as the same may become due, or (ii) otherwise finance the acquisition of the Project in a manner which will pay all sums and costs due under the Bonds; and (C) The Company has shown that the Project will increase employment in the County by creating approximately 15 to 20 new jobs immediately following completion of the Project and up to an additional 20 new jobs within one year of completion of the Project; and (D) The Project shall make a significant contribution to the economic growth of the County, shall provide gainful employment and shall serve a public purpose by advancing the economic prosperity and the general welfare of the State of Florida and its people; and (E) The financing of the acquisition, construction and equipping of the Project by the Company through the issuance of the Bonds constitutes an appropriate use of the Authority's bonding powers and will result in a substantial public benefit; and (F) The County is able to cope satisfactorily with the impact of the Project and is able to provide, or cause to be provided when needed, the public facilities, including utilities and public services, that will be necessary for the construction, operation, repair and maintenance for the Project and on account of any increase in population or other circumstances resulting therefrom; and (G) In view of rising construction costs, rising interest rates and other factors, it is believed essential that the acquisition, construction and equipping of the Project commence at the earliest practical date, and the Company is unwilling to make commitments therefor without satisfactory assurances from the Authority that, upon satisfaction of all requirements of law and other conditions to be met by the Company, Bonds will be issued and sold and the proceeds thereof will be made available to finance the cost of the Project, to the extent of such proceeds; and (H) It is necessary and desirable and in the best interest of the Authority and the County that the Authority and the Company enter into a Memorandum of Agreement (the "Memorandum of Agreement"), providing for the performance by the Company of the functions described therein, including the arranging for the acquisition, construction and equipping of the Project; and providing among other things for the issuance and sale by the Authority of the Bonds; for the use and application of the proceeds of the issuance and sale of the Bonds to pay all or any part of the "cost" (as defined in the Act) of the Project, to the extent of such proceeds; and for the sale of the Project by the Authority to the Cornpany pursuant to a sale agreement (or the financing thereof for the Company pursuant to a loan agreement) requiring the Company to pay installments sufficient to pay all of the interest, principal, redemption premiums (if any) and other costs due under and pursuant to the Bonds when and as the same become due and payable, to operate, repair and maintain the Project at the Company's own expense, and to pay all other costs incurred by the Authority in connection with the financing, construction and administration of the Project which are not paid out of the Bond proceeds or otherwise; and (I) The Company is financially responsible and fully capable and willing to fulfill its obligations under the proposed sale agreement (or loan agreement), including the obligation to make installment payments in the amount and at the times to be required by the sale agreement (or loan agreement), the obligation to operate, repair and maintain such Project at its own expense, and to serve the purposes of the Act and other responsibilities to be imposed under the sale agreement (or loan agreement), due consideration having been given to the Company's ratio of current assets to current liabilities, net worth, earning trends, coverage of all fixed charges, the nature of its business and the industry in which it is involved, its inherent stability, the contemplated guaranty of the Bonds and the Company's obligations under the sale agreement (or loan agreement) by William B. Stiller, Michael R. Stiller, Susan L. Barrett and Mary Lou Burns, the principal shareholders of the Company, and other factors determinative of the capabilities of Company, financially and otherwise, to fulfill its obligations consistently with the purposes of the Act; and (J) The Bonds shall and will be payable solely from the revenues and proceeds derived by the Authority from the sale (or financing), operation, or leasing of the Project, including, if required, amounts payable under the aforesaid guaranty, and will not constitute a debt, liability or obligation of the Authority or the State of Florida or of any political subdivision thereof, the Authority shall not be obligated to pay the same nor interest, premiums (if any) or costs thereon except from the revenues and proceeds pledged therefor, and neither the faith and credit nor the taxing power of the Authority or the State of Florida or of any political subdivision thereof will be pledged to the Payment of the principal, premiums (if any), interest, or costs due pursuant to or under such Bonds. SECTION 3 . APPROVAL OF MEMORANDUM OF AGREEMENT. In order to assure the location of and to induce the Company to locate the Project in the boundaries of the County, with the resulting public benefits which flow therefrom, and to more effectively serve the Purposes of the Act, the proposed Memorandum of Agreement to be made between the Authority and the Company, in the form and with the contents presented at and filed with the Minutes of this meeting, be and the same is hereby approved. SECTION 4 . AUTHORIZATION OF EXECUTION AND DELIVERY OF MEMORANDUM OF AGREEMENT. The Chairman or Vice Chairman of the Authority is hereby authorized and directed to execute the ~emorandumof ~greement in the name of and on behalf of the Authority, and the Secretary or Assistant Secretary of the Authority is hereby authorized and directed to attest the same and to affix thereto the Official Seal of the Authority, and the Chairman or Vice Chairman is hereby authorized to deliver the Memorandum of Agreement to the Company. Such officers and all other officers and employees of the Authority are hereby authorized to execute and deliver such further agreements, instruments and documents and to take such further action as may be necessary and desirable to effectuate and carry out the intent and purposes of the Memorandum of Agreement, when executed and delivered by the Company. SECTION 5. EFFECT OF RESOLUTION. This resolution is intended to and shall constitute "a Bond Resolution or some other similar official action" of the Authority for purposes of Section 103 (b) of the Internal Revenue Code of 1954, as amended, and the related regulations, ruling and interpretative court decisions thereunder. SECTION 6. REPEALING CLAUSE. All resolutions or orders and parts thereof in conflict herewith, to the extent of such conflicts, are hereby superseded and repealed. SECTION 7. EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. The foregoing resolution was offered by Authority Member M i l l e r , who moved its adoption. The motion was , and, upon being seconded by Board Member M r . A r t h u r put to a vote, the vote was as follows: Mr. Voting in favor of the motion: Miller, Messrs. Lord, J. H a r r i s , A r t h u r and D a v i s Voting against the motion: Abstain: Absent: None None None The Chairman then declared the resolution to be duly passed and adopted. PASSED AND APPROVED this 18th day of January, 1984. (OFFICIAL SEAL) ATTEST: Secretary of the Orange County Industrial Development Authority, Orange County, Florida Chairman of the Orange County Industrial Development Authority, Orange County, Florida instruments and documents and to take such further action as may be necessary and desirable to effectuate and carry out the intent and purposes of the Memorandum of Agreement, when executed and delivered by the Company. SECTION 5. EFFECT OF RESOLUTION. This resolution is intended to and shall constitute "a Bond Resolution or some other similar official action" of the Authority for purposes of Section 103 (b) of the Internal Revenue Code of 1954, as amended, and the related regulations, ruling and interpretative court decisions thereunder. SECTION 6. REPEALING CLAUSE. All resolutions or orders and parts thereof in conflict herewith, to the extent of such conflicts, are hereby superseded and repealed. SECTION 7. EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. The foregoing resolution was offered by Authority Member Mr. Miller , who moved its adoption. The motion was , and, upon being seconded by Board Member Mr. Arthur put to a vote, the vote was as follows: Voting in favor of the motion: Messrs. Lord, J. ~ a r r i s , Miller, Arthur and Davis Voting against the motion: None Abstain: None Absent : None The Chairman then declared the resolution to be duly passed and adopted. PASSED AND APPROVED this 18th day of January, 1984. (OFFICIAL SEAL) ATTEST: Secretary of the Orange County Industrial Development Authority, Orange County, Florida Chairman of the Orange County Industrial Development Authority, Orange County, Florida MEMORANDUM OF AGREEMENT This MEMORANDUM OF AGREEMENT, dated as of the 18th day of January, 1984, between ORANGE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY, a public body politic and corporate and a public instrumentality duly created and existing under and by virtue of the laws of the State of Florida (the "Authority"), and QUIKEY MANUFACTURING CO., INC., an Ohio corporation (the "Company"). Section 1. The matters of mutual inducement and reliance which resulted in the execution of this Memorandum of Agreement are as follows: (a) The Authority is authorized and empowered by the Florida Industrial Development Financing Act, Part I1 of Chapter 159, Florida Statutes, as amended, and Part I11 of Chapter 159, Florida Statutes, as amended (the "Act"), to provide for the issuance of and to issue and sell its Industrial Development Revenue Bonds for the purpose of paying all or any part of the cost of any "capital project comprising an industrial or manufacturing plant". (b) In order to improve the economic base of Orange County, Florida (the "County") and the industrial economy in the State, to promote the economic growth of the County and the State, to increase purchasing power and opportunities for gainful employment, to improve living conditions and to advance and improve the economic prosperity and the general welfare of the State and its people, it is desirable that the Authority issue and sell its Industrial Development Revenue Bonds (Quikey Manufacturing Co., Inc. Project), Series 1984, in the aggregate principal amount of $650,000 (the "Bonds") . (c) The Authority intends to use the proceeds thereof, to the extent of such proceeds, as follows: (i) to pay all or any part of the cost of issuance of the Bonds, (ii) to pay all or any part of the cost of acquiring a parcel of real estate located in the County and within the jurisdiction of the Authority (the parcel is expected to consist of approximately five acres) , (iii) to pay all or any part of the cost of constructing and equipping certain improvements on the aforementioned parcel of real estate, including the construction of an approximately 15,000 square foot industrial or manufacturing plant, (iv) to pay all or any part of the cost of the acquisition and installation of certain machinery, equipment and appurtenances and facilities incidental thereto, and other improvements necessary and convenient therefor (the aforementioned parcel of real estate and improvements to be constructed thereon, and such machinery, equipment and appurtenances and facilities incidental thereto, being referred to herein, collectively, as the "Project"), and (v) to pay any other "cost" (as defined in the Act) of the Project. (d) The Authority intends either: (i) to sell the Project to the Company at a purchase price payable in installments sufficient to pay the principal of, premium (if any), interest and costs due pursuant to and under the Bonds when and as the same become due, or (ii) to finance the acquisition of the Project through a loan agreement in a manner which will provide for the payment of all sums and costs due pursuant to and under the Bonds when and as the same become due. (e) The Company has shown that the Project will increase employment in the County by creating approximately 15 to 20 new jobs immediately following completion of the Project and up to an additional 20 new jobs within one year of completion of the Project. (f) The Company has requested that the Authority enter into this Memorandum of Agreement for the purpose of declaring the Authority's intention to provide financing to pay all or a portion of the cost of the Project. (g) The Authority by resolution duly passed and adopted, has made certain findings and determinations and has approved and authorized the execution and delivery of this Memorandum of Agreement. (h) The Company represents that it has not financed the Project nor commenced construction or the ordering of equipment. Section 2. The Authority will cooperate with the Company and its agents in the Company's efforts to find one or more purchasers for the Bonds, and if purchase arrangements satisfactory to the Company can be made by the Company and its agents, the Authority will authorize the issuance and sale of the Bonds and will issue and sell the Bonds to such purchaser or purchasers of the Bonds as may be designated by the Company, all upon such terms and conditions as shall be approved by the Company and the Authority and authorized by law. The Bonds shall be sold only at private sale to an institutional investor, such as a bank, insurance company or investment firm for its own portfolio and not for resale, without any requirement for a vote of electors, validation of the Bonds by any court, or the consent or approval of any other government or governmental subdivision, agency or other instrumentality except as specifically required by law. The Bonds will be payable solely from the revenues and proceeds derived by the Authority from the sale (or financing), operation, or leasing of the Project, and will not constitute a debt, liability or obligation of the Authority or of the State of Florida or of any political subdivision thereof. The Authority shall not be obligated to pay the same nor interest, premium (if any) or costs thereon except from the revenues and proceeds pledged therefor, and neither the faith and credit nor the taxing power of the Authority or of the State of Florida or of any political subdivision thereof will be pledged to the payment of the principal of premium (if any), interest or costs due pursuant to or under such Bonds. From the date hereof until the sale of the Bonds, there shall be furnished to the Authority in reasonable detail (i) a financial statement of operations of the Company for and within thirty (30) days following the end of each quarter of the fiscal year of the Company, (ii) an audited balance sheet and income statement of the Company for and within one hundred twenty (120) days following the end of the fiscal year of the Company and (iii) current personal financial statements of William B. Stiller, Michael R. Stiller, Susan L. Barrett and Mary Lou Burns, the guarantors of the Bonds (the "Guarantors") and updated personal financial statements within thirty (30) days following December 31, 1984. In addition to, and notwithstanding, the obligation of the Company to provide such financial statements, until the sale of the Bonds, the Company will, within ten (10) days after its occurrence, notify the Authority of any material change, whether or not adverse, in the business, operations or financial condition of the Company. In the event the Authority shall, at any time prior to sale of the Bonds, determine in its sole discretion that there has been a material adverse change in the business, operations or financial condition of the Company, whether or not such determination is based upon financial statements or notices provided by any of them in accordance herewith, the obligation of the Authority to issue and sell the Bonds shall, at the option of the Authority, be terminated. Section 3. The Authority will, at the proper time, and subject in all respects to the prior advice, consent and approval of the Company, submit applications, adopt such proceedings and authorize the execution of such documents as may be necessary and advisable for the authorization, sale and issuance of the Bonds and the acquisition of the Project, all as shall be authorized by law and mutually satisfactory to the Authority and the Company. Section 4. The Bonds issued shall be in such aggregate principal amount, shall bear interest at such rate or rates, shall be payable at such times and places, shall be in such forms and denominations, shall be sold in such manner and in such time or times, shall have such provisions for redemption, shall be executed, and shall be secured, all as shall be authorized by the Act and all on terms mutually satisfactory to the Authority and the Company. Section 5. The Authority will use and apply the proceeds of the issuance and sale of the Bonds, or cause such proceeds to be used and applied, to the extent of such proceeds, to pay the cost of the Project, and will sell the Project to the Company pursuant to a sale agreement requiring the Company to make payment for the account of the Authority of purchase price installments sufficient to pay all of the interest, principal, redemption premiums (if any) and other costs due under and pursuant to the Bonds when and as the same become due and payable (in lieu of a sale agreement, the Authority and the Company may enter into a loan agreement providing for such payment); to operate, repair and maintain the Project at the Company's own expense; to pay to the Authority a processing and administrative fee of one-half of one percent of the principal amount of the Bonds upon the issuance and sale thereof (provided, however, that the aggregate amount of such fee shall not exceed $10,000), to pay all other costs incurred by the Authority in connection with the financing, construction and administration of the Project which are not paid out of the Bond proceeds or otherwise for so long as any of the Bonds remain outstanding, and, in the event that there is a sale agreement, for the conveyance to the Company of all right, title and interest of the Authority in and to the Project when all of the obligations of the Company under the sale agreement have been performed and satisfied. Section 6. Having determined that the purposes of the Act would be more effectively served, the Authority hereby engages the services of the Company as an independent contractor of the Authority, and the Company hereby accepts such engagement, for the acquisition, construction and equipping of the Project, it being understood and agreed that the Company shall provide all services incident to the acquisition, construction and equipping of the Project (including, without limitation, the preparation of plans, specifications and contract documents, the award of contracts, the inspection and supervision of work performed, the employment of engineers, architects, builders and other contractors) and that the Company shall pay all costs of the Project, subject to reimbursement by the Authority upon the issuance and sale of the Bonds and the use and application of the proceeds thereof as provided above. The Authority shall have no responsibility for the provision of the aforesaid services. It is expected that the Project will cost approximately Six Hundred Fifty Thousand Dollars ($650,000), exclusive of the cost of the aforesaid parcel of real estate and inclusive of interest during the period of construction, underwriting discount or commissions, and legal, accounting, financing and consulting expenses (estimated not to exceed $40,000.00). The Company agrees that to the extent that the proceeds derived from the sale of the Bonds are not sufficient to complete the Project, the Company will supply all additional funds which are necessary for the completion of the Project. So long as this Memorandum of Agreement is in effect, all risk of loss to the Project will be borne by the Company. Section 7. At or prior to the time of issuance and sale of the Bonds, the Authority will enter into an Indenture with a corporate trustee or bank to secure the Bonds, whereby the Authority's interest in the Project, the sale agreement (or loan agreement) with the Company, and all fees, rents, charges, proceeds from the sale of the Project, and other funds and revenues in respect of the Project will be pledged and assigned to such trustee or bank or held by such party in trust, for the benefit of the holders, from time to time, of the Bonds. The Bonds and the Company's obligations under the sole agreement (or loan agreement) will be unconditionally guaranteed by the Guarantors pursuant to a Guaranty Agreement. Section 8. At the time of issuance and sale of the Bonds, the following conditions precedent shall have been satisfied: (a) The Authority shall have duly passed and adopted a resolution making all findings required by law and authorizing the issuance and sale of the Bonds and the execution and delivery of the sale agreement (or loan agreement), the aforementioned Indenture and such other agreements, instruments and documents as may be required to be specifically authorized. (b) All public hearing and approval requirements imposed by Section 103(k) of the Internal Revenue Code of 1954, as amended, shall have been complied with by or for the Author ity . (c) The Board of Directors of the Company shall have duly passed and adopted a resolution authorizing the execution, delivery and performance by the Company of the sale agreement (or loan agreement) and any other documents relating to the issuance of the Bonds as may be requested by the Authority or Bond counsel, and approving the aforementioned Indenture and the issuance and sale of the Bonds, and authorizing or approving such other agreements, instruments, and documents for which specific authorization or approval may be required. (d) The Company shall have provided a satisfactory opinion of counsel for the Company with respect to the due organization, existence, qualification to do business in various jurisdictions (including the State of Florida) and good standing of the Company, its power and authority to own its properties (including the Project) and to carry on its business and activities (including those to be carried on, at or in connection with the Project), the due authorization and execution, and delivery of any agreements to which it is a party, the Indenture and related agreements, instruments and documents, their legality, validity, binding effect and enforceablitiy in accordance with their respective terms, and the absence of any violation of law, rule, regulation, judgment, decree or order of any court or other agency of government or of the certificate of incorporation, bylaws, and agreements, indentures or other instruments to which the Company is a party or by which it or any of its property is or may be bound. (e) The Authority shall have been provided, at the cost of the Company, a satisfactory opinion of its counsel with respect to the due organization and existence of the Authority and that all necessary proceedings in connection with the authorization, issuance and sale of the Bonds and the other transactions of the Authority contemplated hereby have been properly conducted in accordance with applicable law. (f) The Company and the Authority shall have executed and delivered such non-arbitrage certificates and representations, and special bond counsel shall have rendered such opinion relating to arbitrage, as may be required to comply with Section 103 (c) of the Internal Revenue Code of 1954, as amended, and the regulations, rulings and interpretative court decisions thereunder. (g) Akerman, Senterfitt & Eidson, as special bond counsel, shall have delivered its opinion with respect to the validity of the Bonds, and to the effect that the interest on the Bonds is exempt from Federal Income Taxes under existing statutes and published regulations, rulings and interpretative court decisions (except as to Bonds held by a "substantial user" of the Project or any "related person," as such terms are defined in the Internal Revenue Code and the regulations thereunder). (h) The Company shall have furnished satisfactory plans and specifications for the Project, in reasonable detail, showing that the Project complies in all respects with the requirements of law. (i) The Company shall have provided such other or additional representations, warranties, covenants, agreements, certificates, certified financial statements, and other proofs as may be required by the Authority or by Akerman, Senterfitt & Eidson, as special bond counsel. Section 9. In the event that the Bonds are not issued and sold and the transactions contemplated hereby are not closed within twelve months after the date hereof, for any reason whatsoever and whether or not as a result of any failure to find one or more purchasers for the Bonds, any default or failure of performance by the Authority, the inability of the Authority to issue and sell the Bonds or the failure or inability of the Authority and the Company to agree to the terms and conditions of the agreements, instruments and other documents provided for herein or contemplated hereby, the Company agrees that: (a) The Company will (i) pay all costs and expenses, including any fees and expenses of its financial agent, (ii) pay the reasonable fees and expenses of special bond counsel, and (iii) reimburse the Authority for all reasonable out-of-pocket costs and expenses, including reasonable fees and expenses of the Authority's counsel, which the Authority may have incurred in connection with this Memorandum of Agreement. (b) The Company will indemnify and hold the Authority, and the Authority's members, officers, employees and agents, harmless against any liabilities, allegations or claims of loss or damage (including attorneys' fees and expenses) pertaining to the Project, the Bonds, or any transaction contemplated hereunder, or arising out of or predicated upon this Memorandum of Agreement, any action or non-action taken or omitted in reliance upon this Memorandum of Agreement, or any default or failure of performance hereunder. Section 10. No covenant or agreement contained in this Memorandum of Agreement or Bonds, the Indenture, the sale agreement (or loan agreement), or in any other instrument relating to the Bonds or the Project, shall be deemed to be a covenant or agreement of any member, officer, employee or agent of the Authority in an individual capacity, and neither the members or any officer of the Authority executing the Bonds or any such other agreements or instruments shall be liable personally thereon or be subject to any personal liability or accountability by reason thereof. IN WITNESS WHEREOF, the parties have executed this Memorandum of Agreement and affixed their respective seals, as of the date first written above. ORANGE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY (OFFICIAL SEAL) BY Chairman Secretary (CORPORATE SEAL) QUIKEY MANUFACTURING CO., INC. BY President Attest: Secretary ORANGE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY January 18, 1984 The regular monthly meeting of the Orange County Industrial Development Authority was held in the offices of the Industrial Development Commission of Mid-Florida, Inc., Hartford Building, 200 East Robinson Street, Orlando, Florida, at 2:00 p.m. on January 18, 1984. Present at the meeting were Chairman John S. Lord and members John Miller, Allen E. Arthur, Jr. and H. Edward Davis. Mr. J. Harris arrived while the meeting was in progress, as reflected in these minutes. Also present at the meeting were Warren Tedder, member-appointee, Roy L. Harris, Jr., Secretary of the Authority and Jonathan D. Rich of the firm of Maguire, Voorhis & Wells, P.A., attorneys for the Authority. Mr. Lord said that the meeting would be both a regular meeting of the Authority and an advertised public hearing and requested the Secretary to file the Notice of Public Hearing as published in the January 4, 1984, edition of The Orlando Sentinel with the minutes of the meeting. With respect to the published notice, the Chairman announced that consideration by the Authority of the Sunbelt Plating Company project which was referred to in the published Notice of Public Hearing of Orange County Industrial Development Authority had been deferred at the Applicant's request and asked if there were any members of the public present who intended to speak for F ,' or against the application at the proposed public hearing. There being none, the Chairman noted that the public hearing on the Sunbelt Plating Company Project, if rescheduled, would be preceded by a published notice as required. The first order of business on the agenda was the discussion of the minutes of the December 14, 1983, meeting. The Chairman noted that copies of the proposed minutes had been mailed to the members of the Authority. Upon motion made by Mr. Davis and seconded by Mr. Miller, the minutes of the December 14, 1983, meeting were approved. Mr. Lord said the next order of business was the election of officers of the Authority, The Chairman noted that, in accor- dance with Article IV of the Authority's By-Laws, elections were required for the offices of Chairman and Vice-Chairman for the current calendar year and until successors to such offices are elected and qualified. Mr. Davis then commended Mr. Lord for out- standing service as Chairman of the Authority. A motion was made by Mr. Davis and seconded by Mr. Miller for the nomination and election of Mr. Lord as Chairman. on the motion. The Chairman called for a vote Voting in favor of the motion were Messrs. Lord, Davis, Miller and Arthur. Voting in opposition: none. The Vice- Chairman announced the motion carried and the election of Mr. Lord as Chairman. A motion was then made by Mr. Lord and seconded by Mr. Miller for the nomination of Mr. Davis as ViceChairman. The Chairman called for a vote on the motion. Voting in favor of the motion were Messrs. Lord, Miller, Davis and Arthur. Voting in opposition: none. The Chairman announced the motion carried and the election of Mr. Davis as Vice-Chairman. The Chairman noted that Messrs. Roy L. Harris, Jr. and Richard Tesch, as Secretary and Assistant Secretary of the Authority, serve at the pleasure of the Authority and, therefore, do not require reelection. Mr. Davis then made a motion which was seconded by Mr. Miller to request that Messrs. R. Harris and Tesch continue to serve as Secretary and Assistant Secretary of the Authority. Voting in favor of the motion were Messrs. Lord, Davis, Miller and Arthur. Voting in opposition: none. The Chairman announced the motion carried and expressed the Authority's appreciation to Messrs. R. Harris and Tesch for their continuing service. The next order of business was a public hearing and consideration of an Inducement Resolution for a maximum of $650,000 of industrial development revenue bonds for Quikey Manufacturing Co., Inc. (the "Company") to consist of construction of a 15,000 square foot manufacturing facility on Thorpe Road in South Orange County. The bonds are to be guaranteed by William B. Stiller, Michael R. Stiller, Susan L. Barrett and Mary Lou Burns, shareholders of the Company. Present on behalf of the Company and guarantors were Robert L. Manly and Bruce Booken of the firm of Akerman, Senterfitt & Eidson, bond counsel for the proposed Project and William B. Stiller, President, Treasurer and Director of the Company. Mr. Manly noted that the Company's application to the Authority had been filed on behalf of Quikey Corp., a corporation proposed to be formed under Florida law. Quikey Corp. was to have been a wholly-owned subsidiary of the Company, an Ohio corporation. The Company had proposed to guarantee the bonds, and financial statements of the Company were included in the application. Mr. Manly explained that the Company recently determined not to form a Florida subsidiary, and requested that the Authority consider the application on behalf of the Company. Mr. Manly also indicated that no other change in the application or the Project was proposed by the Company. In response to a question from Mr. Lord, Mr. Stiller affirmed that the individual shareholders of the Company would agree to guarantee bonds issued to finance the Project. Mr. Manly then reviewed the scope of the Project and stated that a proposed form of Inducement Resolution had been furnished to the Authority's counsel. In response to a question from Mr. Lord, Mr. Stiller replied that the zoning applicable to the proposed location of the Project was appropriate for the Project's purpose. In response to further questions from Mr. Lord, Mr. Stiller replied that the Company did not have interim financial statements and did not expect to have financial statements for the year ended December 31, 1983 for over a month. Mr. Stiller said that he would ask the Company's accountants to commence preparing interim statements for presentation to the Authority. Mr. Manly said that the Company would subsequently furnish the requested financial statements. At this time, Mr. J. Harris arrived at the meeting. Mr. Lord explained that it was a requirement of the Authority to receive interim financial statements. Mr. Lord also noted that should the Project be approved, the Authority would require personal statements of the guarantors. Mr. Miller requested that Mr. Stiller elaborate upon mention in the Company's application of smoke discharges from the Project. In response, Mr. Stiller stated that the smoke discharged from the Project would be slight, nontoxic, and would not materially affect air quality in the area of the Project. Mr. R. Harris commented that the Company's obtaining a construction permit for the Project would entail a pollution control inspection. There being no further discussion, a motion was made by Mr. Davis, seconded by Mr. J. Harris and unanimously adopted to proceed with the public hearing on the proposed Project. The Chairman announced the opening of the public hearing on the Quikey Manufacturing Co., Inc. Project bond issue and asked if there was any member of the public present who would like to speak for or against the Authority's approval of the Inducement Resolution. There being no response from any member of the public, the Chairman announced the public hearing concluded. In response to a question from Mr. Lord, Mr. Rich replied that the documents were in satisfactory form for approval by the Authority should they choose to do so. The Chairman asked if there was any further discussion of the proposed bond issue by any of the members of the Authority. There being none, a motion was made by Mr. Miller, and seconded by Mr. Arthur to approve the Inducement Resolution in the form submitted by the Applicant attached to these minutes and capt ioned : RESOLUTION NO. 84-001 RESOLUTION AUTHORIZING A MEMORANDUM OF AGREEMENT WITH QUIKEY MANUFACTURING CO., INC. A RESOLUTION AUTHORIZING A MEMORANDUM OF AGREEMENT WITH QUIKEY MANUFACTURING CO., INC., WITH RESPECT TO THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF A CAPITAL PROJECT CONSISTING OF AN INDUSTRIAL OR MANUFACTURING PLANT IN ORANGE COUNTY, FLORIDA; THE PROPOSED PRIVATE ISSUANCE AND SALE OF $650,000 IN AGGREGATE PRINCIPAL AMOUNT OF ORANGE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY REVENUE BONDS (QUIKEY MANUFACTURING CO., INC. PROJECT) FOR THE PURPOSE OF PAYING ALL OR ANY PART OF THE COST OF SAID PROJECT; AND THE SALE OF SAID PROJECT TO OR FINANCING THEREOF FOR QUIKEY MANUFACTURING CO., INC., ALL PURSUANT TO THE FLORIDA INDUSTRIAL DEVELOPMENT FINANCING ACT. Voting in favor of the motion were Nessrs. Lord, Davis, J. Harris, Arthur and Miller. Voting in opposition: none. The Chairman announced the motion carried and indicated the Authority would request approval of the bond issue by the Board of County Commissioners of Orange County under the provisions of Section 103(k) of the Internal Revenue Code of 1954, as amended. There being no further business to come before the Authority, a motion was made by Mr. Miller, seconded by Mr. J. Harris and unanimously adopted adjourning the meeting at 2:15 p.m. , , , %oy L. ~arris,//Jr., Secretary orange count$ Industrial Development Authority ., AYFJl<(]'t$Lc);.[ ::-.,E LJ~,J * ..'-, p $1;: Li ;,i! ~ ~ ~ d i ~ ~ ~ i; !~ : ,; 5~ : ;~b ; z?E~T ~~~ ~~s ~ ORANGE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY Certificate of Specific Matters Approved I, Roy L. Harris, Jr., being the duly elected and qualified Secretary of the Orange County Industrial Development Authority (the "Authority"), hereby certify that attached hereto is a true, accurate and complete copy of the Minutes of the Regular Meeting and advertised Public Hearing held by the Authority commencing at 2:00 p.m. on January 18, 1984 in the offices of the Industrial Development Commission of Mid-Florida, Inc., Hartford Building, 200 East Robinson Street, Orlando, Florida, and that such Minutes include, among other matters considered at the meeting, a true and accurate summary of the consideration of the Authority and the testimony, if any, at the Public Hearing with respect to the matters indicated below: Matter Considered Inducement Resolution for $650,000 of industrial development revenue bonds for Quikey Manufacturing Co., Inc. Project Pases I N WITNESS WHEREOF, I have h e r e u n t o s u b s c r i b e d my s i g n a t u r e and i m p r e s s e d h e r e o n t h e o f f i c i a l s e a l o f s a i d A u t h o r i t y t h i s ,,,, . - ,i'i-y Secretary ,- r / ( SEAL ) STATE OF FLORIDA COUNTY OF ORANGE S u b s c r i b e d and sworn t o b e f o r e me by t h e s a i d S e c r e t a r y , Roy L. Harris, Jr., t h i s d ~ ) " day o f ~ & ~ L L c R ~ ( +, 1984. -9 I N o t a r y Public- , - My Conmission E x p i r e s : ( SEAL) Notary Public, State of R ~ i b MY Commission Expires Jan. 3, 1987: @oqdadlhrr fala :lmunnpe, hyr - C H A R L E S W. A B E O T T T H O M A S R. A L L E N WILLIAM P. BATTAGLIA OAVIO R. B E S T R O B E R T N. B L A C K F O R D TED R. BROWN WANDA L. 8 R O W N J. L I N D S A Y B U I L D E R , J R . W. M I C H A E L C L I F F O R D P E T E R J. F I D E S , U J. JOAQUIN FRAXEDAS G E N E H. GOOBOLD S C O T T J. J O H N S O N R A Y M E R F. MAGUIRE, J R . CARL 0 . MOTES A. GUY N E F F J A M E S E. L . SEAY J A M E S E. S L A T E R S T E P H E N W. S N I V E L I TWO SOUTH ORANGE PLAZA SUITE 2A. 180 PARK AVENUE, NORTH ORLANDO, FLORIDA 32801 WINTER PARK, FLORIDA 32789 A R E A C O D E 305 M A I L I N G ADDRESS: . TELEPHONE 8 4 3 - 4 4 2 1 P. 0.B O X 633 - T E L E X : 56 -7451 M V - ORLANDO. 6 W F L O R I D A 32802 ORL R. F. MAGUIRE ( 1 8 9 0 - I S 6 0 1 H. M. VOORHIS (1889-IS731 M. W. WELLS ((901-ISQO) J. R. WELLS (1903 -1SBS) January 20, 1984 S E L B Y W. S U L L I V A N LARRY TOWNSEND C H R I S T O P H E R J. W E l S S M I C H A E L G. W I L L I A M S O N WILLIAM 8 . WILSON L E I G H T O N D. YATES, J R . J. - K I M B E R L Y A. ASHBY STANTON C. BROWN MIRANDA FRANKS R O B E R T D. HENRY D I A N E L. H O F B A U E R MARIBETH McOONALD J O N A T H A N D. R I C H GEOFFREY D. R I N G E R M I C H A E L J. S H E A H A N THOMAS 8. SMITH SAM C. S T E P H E N S , m FRANK M . W O L F F Mr. James L. Harris Orange County Administrator Orange County Industrial Development Authority 55 E. Central Blvd., Room 325 County Courthouse Orlando, FL 32802 RE: Board of County Commissioners of Orange County Meeting on Monday, January 23, 1984 Dear Jim: Enclosed is a set of documents to be presented to the Board of County Commissioners of Orange County at their meeting on Monday, January 23, 1984. Also enclosed are two extra copies of the Resolution with attachments to be adopted by the Board of County Commissioners of Orange County which I would like to have signed and returned to me for my files. If you have any questions or comments on the enclosed, please do not hesitate to contact me. Sincerely yours, rJ onathan D. Rich ~~R/rnlp Enclosures BY MESSENGER AGENDA JANUARY 18, 1983 f. !I lcxction of O f f i c e r s ; - i i x ~ o ! . ) t i,.);: o : ;i, r J ' ! ' > Ii.4. Quicltey Marlufacturing Company - !Iric-i~!c.ct:.ierlt ,: ! ,, I . f ~ \ ! f \ ut .jdjO,(J[)\j u f i r i < i i ~ c i t!I ~ t d t : ~ ~\ :i > \ > ~ ~ >r~~\~+-::-~t.)e*-~-it 1-{curin(j.1 /d\c~xi! , .,.Jii::C.:ey t\8iclri,.!fac:tL~rinn;; (::o:rii):lrly. i-'rc-!jc.-$c.t;.; to (:&:r~rtrt~r:! . . f J,i):')fi :,,:.f T. -Th::r[>e :,,.,h j.l ;,;. ;, it: , ,; ! t i V . , '?:, :, . c.. [ I , ;:::, r , ; r ? : . ) T ; , ) < j f,.]c:iIi?;{ !j i t :::~:.s,!4; ,.-c ,? L$ <,!, P. 0.Box 2144, Hartford Building, Suite 890/0riando, FL 32802/(305) 422-7159 q, ti,.,.\ AGENDA JANUAtiY 18, 1981) I:. Quickey ivlanufuctvring Company - [Ir!c2,I.:). t t - L ! ' . i , ; ~ ! ) *'3>:1 a~ t j !: .. ~, ., 3 , ' 1, i,:6 ,'bi~,j'~l,.!,-?.;! , r >. ; : +i . . s' l 6 . (jt 2 b ' ~ , l , ! . ! , ~!.,t i,, i : > -: C 4 , l i , ' ;lc!;t! - : ( . h . i ~t ,i , ~ . , , l : ~ . ; ~~ . r, V .~ $ . I :~ l ! - ~ f ~ 1 ! ~ ~ 1i J r 1r ~ ~> ~ j. ~ *j:,c , fj ; ) . .; ,7 , , . , ,,r : I ' .%,,is2 i'. .:, !:t.:if ,,?? ,jg,f ' - > % j , j t<, ,; r L j ,.,v . . . - ~ , \ , r ~ . , , ~, f .j ; :,;I %,.>,,; P 0.Box 2144, Hartford Building. Suite 890/0rtando, FL 32802/(305) 422-7159 ,. f ,!t . , ;>, ', , t t . ,]- : , % . Q U I K E Y CORP., 1500 I n d u s t r i a l Parkway, P o s t O f f i c e Box 3626, Akron, Ohio 44310 December 2 2 , 1983 I n d u s t r i a l Development Commission of Mid-Florida, I n c . P o s t O f f i c e Box 2 1 4 4 Orlando, F l o r i d a 32802 Gentlemen : We h e r e b y make a p p l i c a t i o n f o r I n d u s t r i a l Development Revenue Bonds and submit t h e f o l l o w i n g i n f o r m a t i o n f o r your consideration. (a) Company: Quikey Corp. 1500 I n d u s t r i a l Parkway P o s t Off i c e Box 3626 Akron, Ohio 44310 Telephone: (216) 633-8106 P r i n c i p a l Operatinq Officers: William B. S t i l l e r P r e s i d e n t , T r e a s u r e r and D i r e c t o r Michael R. S t i l l e r S e c r e t a r y , D i r e c t o r and Vice P r e s i d e n t William M. Director Burns James M. B a r r e t t Director Company Counsel: G e r a l d L . Davis Davis & Davis Centron B u i l d i n g Akron, Ohio 44308 Telephone: ( 2 1 6 ) 434-3171 Page 2 . Bond Counsel: Akerman, S e n t e r f i t t & Eidson 1 7 t h & 1 0 t h F l o o r , CNA B u i l d i n g 255 South Orange Avenue Orlando, F l o r i d a 32802 Telephone: (305) 843-7860 A f f i l i a t e d Company and G u a r a n t o r : Quikey Manufacturing Co. , I n c . 1500 I n d u s t r i a l Parkway P o s t O f f i c e Box 3626 Akron, Ohio 44310 Telephone: (216) 633-8106 P r i n c i p a l O p e r a t i n g O f f i c e r s o f A f f i l i a t e d Company: William B. S t i l l e r P r e s i d e n t , T r e a s u r e r and D i r e c t o r Michael R. S t i l l e r S e c r e t a r y , D i r e c t o r and Vice P r e s i d e n t W i l l i a m M. Director Burns James M. B a r r e t t Director. A f f i l i a t e d Company Counsel: Gerald L. Davis Davis & Davis Centron B u i l d i n g Akron, Ohio 44308 Telephone: (216) 434-3171 (b) Q u i k e y Corp. i s t o be o r g a n i z e d a s a F l o r i d a c o r p o r a t i o n i n J a n u a r y , 1984 and w i l l m a n u f a c t u r e a d v e r t i s i n g s p e c i a l t i e s . Quikey Corp. w i l l m a n u f a c t u r e a new l i n e of a d v e r t i s i n g s p e c i a l t i e s f o r Q u i k e y Manufacturing Co., I n c . , an Ohio corporation with nearly 40 years experience i n t h e advertising specialty industry. The Quikey Manufacturing Co., I n c . c a t a l o g and a copy of S u p p l i e r Award i s e n c l o s e d . See E x h i b i t 1. Q u i k e y Manufacturing Co., I n c . w i l l g u a r a n t y t h e bonds and r e l a t e d l o a n documents. Page 3 . Quikey Manufacturing Co., I n c . p r e s e n t l y employs 150 people and i s i n v o l v e d i n t h e d i s t r i b u t i o n of a d v e r t i s i n g s p e c i a l t i e s t h r o u g h o u t t h e United S t a t e s and i n A u s t r a l i a , Canada, South America and t h e C a r r i b e a n I s l a n d s . Quikey Corp., and Quikey Manufacturing Co., I n c . have, and e x p e c t t o c o n t i n u e t o have many c o m p e t i t o r s . See E x h i b i t 2 f o r company p r o d u c t s . ( c ) We r e q u e s t $650,000 t o be f i n a n c e d by t h e i s s u a n c e of I n d u s t r i a l Development Revenue Bonds. ( d ) The proposed f a c i l i t y w i l l be l o c a t e d on a p p r o x i m a t e l y 5 a c r e s and t h e b u i l d i n g w i l l c o n s i s t of a p p r o x i m a t e l y 15,000 s q u a r e f e e t . A breakdown of t h e proposed u s e of funds i s a s f o l l o w s : B u i l d i n g ( a manufacturing f a c i l i t y ) and Land Production Equipment M i s c e l l a n e o u s and Contingencies Discount and Fees - - $ 375,000 $ 180,000 $ $ 55,000 40,000 ( e ) The f a c i l i t y w i l l be l o c a t e d i n an i n d u s t r i a l a r e a i n Orlando, w e s t of t h e Orlando I n t e r n a t i o n a l A i r p o r t on Thorpe Road, n e a r Sidney-Hayes Road. The t a x b a s e f o r t h e county w i l l be i n c r e a s e d by t r a n s f o r m i n g v a c a n t l a n d t o h i g h l y improved p r o p e r t y , r e s u l t i n g i n a t a x i n c r e a s e . S a l e s The proposed f a c i l i t y w i l l employ t a x e s w i l l a l s o be p a i d . between 15 and 20 p e r s o n s , w i t h t h e e x p e c t a t i o n of d o u b l i n g t h a t number d u r i n g t h e second y e a r of o p e r a t i o n . The manufacturing f a c i l i t y w i l l contribute t o t h e general welfare of t h e S t a t e of F l o r i d a and i t s p e o p l e . ( f ) The P r o j e c t w i l l be l o c a t e d a t Lot 1 8 , P r o s p e r Colony, Block H , a s r e c o r d e d i n P l a t Book D , page 102 of t h e P u b l i c Records of Orange County, F l o r i d a , b e i n g i n S e c t i o n 2 , Township 2 4 , Range 29. A s p e c i f i c s t r e e t a d d r e s s h a s n o t been a s s i g n e d , b u t as i n d i c a t e d above, t h e p r o p e r t y i s l o c a t e d w e s t of Orlando I n t e r n a t i o n a l A i r p o r t on Thorpe Road n e a r Sidney-Hayes Road. The l a n d i s zoned I n d u s t r i a l 2 t h u s p e r m i t t i n g t h e i n t e n d e d use. ( g ) S e p t i c t a n k s w i l l be p r o v i d e d and w a t e r i s p r o v i d e d by Orlando U t i l i t i e s . There a r e no u n u s u a l d i s c h a r g e s t o w a t e r e x p e c t e d from t h e m a n u f a c t u r i n g p r o c e s s e s e x p e c t e d t o be employed. Smoke d i s c h a r g e s a r e c o n s i d e r e d minimal and Quikey Manufacturing Co., I n c . h a s had no c o m p l a i n t s o r d i f f i c u l t i e s w i t h i t s o p e r a t i o n s i n Akron, Ohio, and i n f a c t o p e r a t e s i n an a r e a of r e s i d e n c e s w i t h o u t problems. (h) A s i n d i c a t e d above, Q u i k e y Manufacturing Co., w i l l g u a r a n t e e t h e o b l i g a t i o n s o f t h e company. Inc. Page 4 . ( i ) The company a s a new e n t i t y would have o n l y a nominal v a l u e u n t i l t h e P r o j e c t c o n s t r u c t i o n commenced; however, a s s t a t e d i n I t e m ( h ) t h e r e w i l l be a g u a r a n t e e by Quikey Manufacturing Co., I n c . Copies of t h e f i n a n c i a l s t a t e m e n t s of Quikey Manufacturing Co., I n c . f o r t h e l a s t 5 y e a r s , are enclosed. See E x h i b i t 3 . (j) Not a p p l i c a b l e . (k) Not a p p l i c a b l e . (1) Bond c o u n s e l w i l l f u r n i s h c o u n s e l f o r t h e A u t h o r i t y a proposed form of Inducement Agreement and R e s o l u t i o n . (m) Enclosed i s a check i n t h e amount of $ 3 0 0 . 0 0 . We w i l l s u p p l y you any a d d i t i o n a l i n f o r m a t i o n o r documentation t h a t you r e q u i r e . Respectfully submitted, Vice P r e s i d e n t EXHIBIT 1 t 5 / ~ ~ 1 ~ - iP~~f~?utisi/y ~ 7 1 f ~ ~ As~o~i~~tior~ C % I I L ~ tiol~nl L'I-~~ 21 41258-0404 1404 Walnut HIII Lane Mr. William B. Stiller Quikey Manufacturing Co., Inc. 1500 Industrial Parkway Akron, OH 44310 ' Dear William: Congratulations on being named one of the 1983 Supplier Stars of SAAInternational! Quikey Manufacturing obviously exemplifies the best in supplier service and overall performance. We are enclosing some materials for your publicity purposes: press releases, pictures, and a stat of the Supplier Star artwork for your stationery or advertising. SABusiness, our industry magazine, will feature your firm in its April issue. Congratulations again on receiving this prestigious award. Sincerely, A - Darlene M. Skillestad ~dministrator/SupplierAwards DMS :j sd Enclosures cc: Mark l'ynes .%wards Committee Chairman Las Colinas *. .. . ~\ , , : ,*, c,,,..: I . P-.I INDEX Index by Description #1 Key Fob Air Balloon Key Fob Apple Key Fob Baseball Quikoin Basketball Quikoin Bottle Key Fob Bowling Ball Quikoin Bowling Pin Key Fob Box Key Fob Can Key Fob Car Shape Key Fob Coin Purse Custom Shape Key Fob Drum Key Fob Football Quikoin Gallon Key Fob Heart Key Fob House Key Fob Jug Key Fob Key ShapeKey Fob Key-Sac King of Hearts Key Fob Kiss Quikoin Lunch Money Quikoin Mirror Motorcycle Key Fob Mortar & Pestle Key Fob Muffler Key Fob Number 1 Key Fob Oil Derrick Key Fob Oval Key Fob Oval Quikoin Quik-Vu Mirror Quikoin Rectangle Key Fob (Large) Rectangle Key Fob (Small) Round Key Fob (Large) Round Key Fob (Small) Round Quikoin Soccer Quikoin Shamrock Key Fob Standard Key Fob State Key Fob Stop Sign Key Fob Square Key Fob (Large) Square Key Fob (Small) Super Saddle Key Fob Tooth Key Fob Truck Key Fob (Semi) USA Key Fob Van Key Fob Yack Quikoin 2 Page 5 17 16 22 22 15 22 15 14 10 14 20121, 22123 13 11 21 10 16 6 17 14 23 7 21 23 18,19 14 17 14 5 15 6 20 18,19 20121,22,23 8, 9 7 12 12 22 22 16 4 11 14 17 14 13 15 14 16 l4 23 Index by Item No. QUlKOlNS 2000 2000FB 2000 K 2000L 2000M 2000R 2000R1 2000R2 2000R3 2000R4 KEY.SAC Oval Football Kiss Lunch Money Yack Round Basket balI Baseball Bowling Ball Soccer 20 21 21 23 23 22 22 22 22 22 3000 KEY FOBS 6000 6000R 6000S1 6000S2 6000S3 6000S4 6301 6303 6305 6307 6309 6310 6311 6313 6315 6317 6319 6321 6323 6325 6327 6329 6331 6333 6335 6337 6339 6341 6343 6345 6347 6349 6351 6353 6357 MIRROR 7000 23 Standard Round Number 1 House State Oval Can Large Rectangle Drum Gallon Small Rectangle King of Hearts Box Oil Derrick Shamrock Small Round Muffler Heart USA Stop Sign Bowling Pin Large Square Super Saddle Air Balloon Small Square Apple Mortar & Pestle Van Tooth Bottle Key Car Motorcycle Truck (Semi) Jug 18,19 Quikey Products Have A Brilliant Imprint That Will Not Come Off ...We Guarantee It! SOF-TOUCH KEY FOB INK GUIDE AND COLOR CHART Gray (also used as non-metallic silver) Warm Yellow (also used as nonMETALLIC INK COLORS NOT RECOMMENDED Ink change (i.e. black on yellow & white on red) same order $5.00 net. No charge for different color inks front and back (i,e. one color one side, another color WHITE INK IS STANDARD IF NOT SPECIFIED WHITE INK IS BEST ON ALL DARK COLORS BLACK INK IS NOT LEGIBLE ON RED, BLUE OR GREEN MULTIPLE COLOR IMPRINT Registration permits some two color imprints on Quikoins and Mirrors. Write for split shipment must be in at least minimum quantities. MULTIPLE COLOR PRICING - ALL PRODUCTS 500 1000 2nd color each .09 .06 3rd of more colors NA .07 3 or more colors on Fobs only. 2500 .055 .065 81 up .05 .06 *IMPOMANT NOTE! L~ghtcolors show dlrt, stains and discoloration depend~ngon use. White shows the most. Cream IS preferable ~f wh~teIS not necessary. NOTE: Use up to 4 product colors ~n any desired assortment. ANY COLOR LISTED ABOVE IS AVAILABLE IN ANY Quikey Products Have A Brilliant Imprint That Will Not Come Off ...We Guarantee It! 3 SOF-TOUCH" KEY FOB SofTouch revolutionized the key tag industry with its fresh new approach, combining good looks, a terrific touch, a super strong clip, and a brilliant imprint that is guaranteed to stay on. It is smooth, pliable, thick and seamless, and molded in many shapes and sizes to further enhance your advertising. No. 6000 STANDARD SHAPE Colors and inks refer to chart on page 3. Pay particular attention to note regarding white and light color pieces. Multiple color imprint charges and minimums refer to page 3 or back cover. Minimum order 250. Prices include i m ~ r i nUD t to 5 lines usina standard type styles in straight line setup. Any nationally used trademirk, cut or emblem may be included at no extra charge. For curved lines, cuts, art, etc., see back page. - 3ABCD No. 6000 Standard 250 500 1000 Shape .43 .38 .07 .06 10,000 2500 5000 .36 .32 .285 .26 -055 .05 .045 .045 6G Second side I Lend Lease ,! II II MESSAGE BORDERS All borders illustrated on pane 5 may be used on either the #6000 (Standard), #6000R (~oukd)-or# 6 0 0 0 ~ 4(Oval) Fob at no additional charge. Specify border desired by the number next to ring. Custom borders available for $10.00 net. Postage borders available for small and large rectangles. Pricing, colors, minimums, etc., same as for #6000, #6000R and #6000S4 on Pages 4,6 and 12. - 4 Quikey Products Have A Brilliant Imprint That Will Not Come Off. ..We Guarantee It! This illustration ' ONE- No. 6000S7 THE "SOFT ONE" Colors and inks refer to chart on page 3. Pay particular attention to note regarding white and light color pieces. Multiple color imprint charges and minimums - refer to page 3 or back cover. Copy layout on this product is extremely important. Use the printed examples as a guide for both size of copy and position. Note in the following slogans several different ways to say number one. Be specific. 1 You're # I at You're Number 1 with We're The One To Call We're # I See Us First 1st and Largest First in Service Atlanta's # I Chevy Dealer One Stop Service Our Customers Come First One of a Kind ...Still # I Numero Uno, That's Us! 1 Million Safe Man Hours Don't Be The One (Safety) 3ABCD 6G NO. 6000S1 250 500 Second side A; 3; .055 1000 -36 :: 2500 5000 -285 10,000 -26 .045 .045 Quikey Products Have A Brilliant Imprint That Will Not Come Off ...We Guarantee It! 1 I No. 6000S4 OVAL SHAPE Colors and inks refer to chart on page 3. Pay particular attention to note regarding white and light color pieces. Multiple color imprint charges and minimums - refer to page 3 or back cover. Football schedule disregard extra line charges and add $5.50 (E) per schedule which includes customer's firm name, address, etc. as well as game schedule. DO NOT INCLUDE GAME TIMES IN SCHEDULE. Football art is available for your use. SPECIFY WITH AD COPY WHEN TO USE. If this art is used on one side with or without copy and anything is printed on the reverse side, the price must include a second side imprint charge. 3ABCD lmprint one side 6G S e ~ o n dside This illustration is actual size 250 500 1000 2500 5000 10,000 .48 .43 .41 .355 .32 .285 .07 .06 .055 .05 .045 .045 Employee Transfer Corpontlon MOY~W S.nw Call C 0 l l r t (703) 841-0463 Perfect for Real Estate, Bank Home Loan Departments, Home Services. No. 6000S2 HOUSE FOB Colors and inks refer to chart on page 3. Pay particular attention to note regarding white and light color pieces. Multiple color imprint charges and minimums - refer to page 3 or back cover. 3ABCD lmprint one side 6G Second side 6 250 500 1000 2500 5000 10,000 .46 .41 .39 .34 .305 .275 .07 .06 .055 Quikey Products Have A Brilliant Imprint That Will Not Come Off .05 .045 .045 ...We Guarantee It! I -SMALL RECTANGLES Thls r~~ustrat~on actual slze IS a hW Are your calling cards thrown away? Give your customer a reason to keep and use yours. Use the business card key fob with return postage border on the back. This will help protect your customer's keys while keeping your name always at his fingertips. 1 9 M&N1AMO,;R,W cahm lw v (price as No. 6309) I I Available KING OF HEARTS in 2 or 3 color imprint. No art LOREN W. SHEFFER WhaIem 11 J h WAlSfR BUIEI; MMOL W 78th Mlnnsapolls MN 55423 Phone 869-1492 > A L T " . I N charge. Available 250 and up. Special pricing for King of Hearts only. Use end quantity price for 2nd and 3rd colors from multi-color pricing on back page (e.g. 250 with 2 color front and 1 color back = .45 + .05 for 2nd color + .07 for 2nd side = total of .57 each.) C 2800 Wart Market St. Akron, Ohio 44313 I No. 6309 SMALL RECTANGLE KEY FOB The small rectangle fob has become extremely popular because it is ideally suited for reproduction of credit cards, business cards, newspaper mastheads, etc. Most banks have added the 24 hour and Anytime machines for which they issue cards, and the Savings and Loans will be competing with them soon. I Colors and inks refer to chart on page 3. Pay particular attention to note regarding white and light color pieces. Multiple color imprint charges and minimums - refer to page 3 or back cover. 3ABCD Imprint one side 6G Second side - -- Quikey Products Have A Brilliant Imprint That Will Not Come Off.. .We Guarantee It! CASH WHEN YOU NEED IT! AKRON NATIONAL B RECTANGLE KEY FOBS 24 HR. ANMIME BANK MACHINES This illustration is actual size All $Bills pictured o n this page are off-white with $Bill green ink. This is the best combination. Green B Blue On Off-White Brown On Cream Three Color Imprint Including Halftone Blue On White Red & Black On Off-White No. 6303 RECTANGLE KEY FOB Colors and inks refer to chart on page 3. Pay particular attention to note regarding white and light color pieces. Multiple color imprint charges and minimums - refer to page 3 or back cover. Please note paragraph on page 9 regarding checks, dollar bills, etc. White On Blue Minimum order 250. Prices include imprint up to 5 lines using standard type styles in straight line setup. Any nationally used trademark, cut or emblem may be included at no extra charge. For cuts, art, etc., see back page. Postage borders available on this item. 3ABCD Imprint one side ea. 250 .46 500 .41 1000 .39 2500 .34 5900 .305 10,000 .275 6G Second side imprint .07 .06 .055 .05 .045 .045 ( Multiple color imprint charges and minimums 8 - refer to page 3 or back cover. Quikey Products Have A Brilliant Imprint That Will Not Come Off ...We Guarantee It! This shape lends itself perfectly to designs such as dollar bills, sharedrafts, license plates, checks, etc. The art we show is available at no charge. If the products are printed with two colors such as black for the check design and blue copy, this is a two color imprint. The design and copy can be printed in one color as also illustrated. Please use our art for general check format, bank and customer numbers, etc., as these are designed to fit this piece, and the lines are heavy enough to be legible. If your customer wants his particular check reproduced we must do art work and photography at a net cost of $12.00 per design. To modify our check design to include your customer's identity numbers, please supply a proof or check with the numbers to photograph and reduce at a net cost of $5.00, or we can typeset their numbers using only common type at no charge. Halftone charges vary depending o n complqxity of art. Maximum charge $25.00. Two Color lmprint Including Halftone Four Color Imprint One Color lmprint lncluding Halftone Three Color lmprinf - - Quikey Products Have A Brilliant lmprint That Will Not Come Off. ..We Guarantee It! U No. 6307 CAN KEY FOB No. 6307 GALLON CAN KEY FOB Colors and inks refer to chart on page 3. Pay particular attention to note regarding white and light color pieces. Multiple color imprint charges and minimums refer to page 3 or back cover. Minimum order 250. Prices include imprint in standard type styles - straight line setup. Any nationally used trademark, cut or emblem may be included at no extra charge. - 3ABCD 250 500 Imprint one side .46 .41 6G second side .07 .06 Multiple color imprint charges and minimums 10 1000 .39 .055 2500 .34 .05 - refer to page 3 or back cover. 5000 .305 .045 10,000 .275 .045 Quikey Products Have A Brilliant Imprint That Will Not Come Off ...We Guarantee It! -/ STATES AVAILABLE: This illustration California Florida Idaho Illinois Michigan Ohio Pennsylvania Texas Utah No. 6000S3 STATE KEY FOB Outlines Will Be Printed On All States Unless Otherwise S~ecified This is ac No. 6305 DRUM KEY FOB Please note on Page 10, the paragraph regarding.art work and the appearance of straight lines versus a perspective photograph, also apply to this product. Colors and inks refer to chart on page 3. Pay particular attention to note regarding white and light color pieces. Multiple color imprint charges and minimums - refer to page 3 or back cover. 3ABCD 250 lmprint one side .48 6G Second side .07 500 .43 1000 2500 .41 .355 5000 .32 10,000 .285 .06 ,055 .045 .045 .05 Colors and inks refer to chart on page 3. Pay particular attention to note regarding white and light color pieces. Multiple color imprint charges and minimums refer to page 3 or back cover. - 3ABCD 250 lmprint one side .48 6G Second side .07 500 .43 1000 2500 .41 .355 5000 .32 10,000 .285 .06 .055 .045 .045 .05 Quikey Products Have A Brilliant lmprint That Will Not Come Off ...We Guarantee It! illustration :tual size No. 6000R ROUND SHAPE and' No. 6317 SMALL ROUND SHAPE ( 3ABCD No. 6000R Imprint one side No. 6317R imprint one side 6G Second side imprint 250 .48 .46 500 .43 .41 1000 .41 .39 2500 .335 .34 5000 .32 .305 10,000 .285 .275 .07 .06 .055 .05 .045 .045 Colors and inks refer to chart on page 3. Multiple color imprint charges and minimums - refer to page 3 or back cover. SCHEDULES $.50 (E) per game. DO NOT INCLUDE GAME TIMES ON SCHEDULES. Basketball, Baseball and Soccer art is available for your use. SPECIFY WITH AD COPY WHEN TO USE. If this art is used on one side with or without copy and anything is printed on the reverse side, the price must include a second side imprint charge. Small round schedule area is very limited. Quikey Products Have A Brilliant lmprint That Will Not Come Off ...We Guarantee It! ALL ITEMS IN THIS CATALOG ARE STOCK NO EXTRA DIE CUT OR RUNNING CHARGES. - Colors and inks refer to chart on page 3. Pay particular attention to to page 3 or back This illustration \ C U ~ T O MSHAPED KEY FOBS ARE AVAILABLE 'Minimum order 5,000 pcs. (may be split shipped). *Multiple cavity die $350./$500. depending on size and shape. 'Approx. Price: 5M .33/.35(C) 10M .301.32 (D) Above prices for 1 color imprint on one side. *Actual quote and drawing on request. NOTE: Before deciding on a custom shape, consider that most outlines of products, logos, etc., are meaningless to the general public. It's the graphics that actually make the logo, not the outline shape of it. Usually, one of our many standard shapes with Quikey's fabulous graphics and multi-color imprint will do more to attract attention, and will be less expensive, than a custom shaped key fob. We will be happy to prepare a spec sample for your customer's approval. Quikey Products Have A Brilliant Imprint That Will Not Come Off ...We Guarantee It! 13 All illustrations this page are actual size SMALL SQUARE No. 6357 MOTORCYCLE KE I BOX/BATTERY NO. 6349 CAR KEY FOB No. 6325 STOP SIGN KEY FOB I No. 6353 TRUCK KEY FOB (SEMI) I No. 6347 KEY KEY FOB I No. 6379 MUFFLER I Quikey Products Have A Brilliant Imprint That Will Not Come Off I ...We Guarantee It! b All items in this catalog are stock-no die charges. Prices below are for all items on pages 14 & 15. Colors available vary for each item. Please refer to page 3 for colors and inks. I 3ABCD Imprint one side 250 .46 500 .41 1000 .38 2500 .34 5000 .305 10,000 ,275 6G Second side .07 .06 .055 .05 .045 .045 Refer to page 3 or back page for multiple color imprint charges and minimums. Quikey Products Have A Brilliant Imprint That Will Not Come Off ...We Guarantee It! I 15 A 11 illustrations this page are actual size Ill This should be charged as a 2 color imprint, plus charge for second side ad copy. any state in its proper location. !J No. 6321 HEART KEY FOB No. 6375 SHAMROCK KEY FOB The following slogans are available in str, bottom curve, and if followed by an asterick. You'll Love Saving At* You'll Love Our Service* We Love Our Customers Our Heartfelt Thanks You're The Heart Of Our Business* Kiss Heartaches Goodbye Let Us Play Cupid The Bank With A Heart* Love That Chevrolet, Ford, Spirit, etc. You'll Never Have Heartaches At* Be Our Valentine Other Curved Lines $3.00 net. 16 No. 6337 APPLE FOB Quikey Products Have A Brilliant Imprint That Will Not Come Off ...We Guarantee It! All illustrations this page are actual size LLOON KEY FOB The sample illustrated at the left is available with no art changes. Curved copy is $3.00 net per line. This is a two color imprint. Charge for two colors. This includes the pink and gray halftones.Color can be changed, i.e., blue in place of the black, or blue and green. Area for customer ad copy can be increased to twice its size to accommodate additional copy. Back side of course also available for ad copy. Refer to page 3 or back cover for multiple color imprint charges and minimums. request. Refer to page 3 for multiple color imprint charges and minimums. All items in this catalog are stock-no die charges. Prices below are for all items on pages 16 and 17. Colors available vary for each item. Please refer to page 3 for colors and inks. 3ABCD Imprint one side 250 .48 500 .43 1000 .41 2500 .355 5000 .32 10,000 .285 6G Second side .07 .06 .055 .05 .045 .045 Refer to page 3 or back page for multiple color imprint charges and minimums. II No. 6339 MORTAR & PESTLE KEY FOB I I No. 6329 SQUARE KEY FOB Quikey Products Have A Brilliant lmprint That Will Not Come Off ...We Guarantee It! I 17 - QUIK-VW MIRROR The most perfect and useful gift for all women. Most purse manufacturers no longer supply mirrors, so this item is a necessity and you will be remembered several times a day for your thoughtfulness. Thin - seamless - soft vinyl case protects this high quality safety edge mirror while it protects the purse. Translucent colors allow light to reflect through the case adding brilliance and beauty, emphasizing the permanent ad copy. For a more personal touch to your message, use one of these slogans above your ad copy and logo: Look inside and see a friend of ours ...Reflecting our appreciation.. .Inside this case is a friendly face.. .Look inside and see a favorite customer of ours ...Look to f o r all your financial needs...Look to for service.. . This illus:tration is actual size NO. 7000 QUIK-VU MIRROR With Guaranteed Lifetime lmprint Colors: Translucent red, blue, green, plum, yellow, orange and opaque cream. (Choice or assortment up to 4 colors) WHITE INK standard on all except yellow and cream. BROWN or BLACK standard on yellow, cream and orange. $5.00 net extra charge to change ink during production, i.e. half printed with black ink and half printed with white ink. Minimum order 250. Prices include up to 6 lines (plus slogan) or logo using standard type styles in straight line setup. Any nationally used trademark, cut or emblem may be included at no extra charge. For extra lines, cuts, art, etc., see back page. 3ABCD Imprint 1 side ea. 250 .55 500 .51 1000 .49 2500 .44 5000 .40 10,000 .35 6G Second side .07 .06 .055 .05 .045 .045 %LON AND BOUTlOUE 125 N. Nat~onal ~ h 548 . 2838 Howell, M~chrgan Multiple color imprint charges and minimums - refer to page 3 or back cover. Stock Slogans Available lnside Heart In Swash Lettering I Think You're Beautiful We Think You're Beautiful Nurses Are Beautiful Look Inside And See A Favorite Customer Of Ours Thank You For Banking With Us We Love Our Customers We Love You You're Looking Great Service Is The Heart Of Our Business Hi New Mother You're Looking Great Happy Mother's Day Mom < Custom messages ir, Hearts using Flaire Typeasabove, $8.00 net. Quikey Products Have A Brilliant Imprint That Will Not Come Off ...We Guarantee It! , Standard messages in Hearts I Quikey Products Have A Brilliant Imprint That Will Not Come Off ...We Guarantee It! 19 This j1'i~str?tior, USED daily by millions Soft, rubber-like plastic Saves pockets Handy - practical The perfect pocket advertising your ad in Guaranteed Lifetime Imprint seen several times a day by each user. 0 - I No. 2000 STANDARD OVAL br I L 20 With Guaranteed Lifetime Imprint Colors: Red, Green, Blue, Black, Orange, Tan, Yellow, Gold*, Sapphire* White imprint standard on all colors. Black or white on yellow, orange and gold. $5.00 net extra charge to change ink during production, i.e., half printed with black ink and half printed with white ink. Use up to 4 colors in any desired assortment. Standard assortment - Red, Blue, ~ i e e n Black. , Minimum order 250. Prices include UD to 5 lines usina standard type styles in straight line setup. Any ;lationally used cademark, cut or emblem may be included at no extra charge. For extra lines, curved lines, special cuts, buildings, special color imprint, key chains, etc., see back page. (Note: This product is silk screened - metal cuts are not used - only prints are necessary - see back page.) 250 500 1000 2500 5000 10,000 Imprint Plain side only ea. (3ABCD) .48 .43 .41 .36 .32 .29 Split side only ea. (3ABCD) .49 .44 .42 .37 .33 .30 *If metallic colors are used add 1@ each (A). Use white ink white ink). Do n h assort gold with Quikey Products Have A Brilliant Imprint That Will Not Come Off ...We Guarantee It! I I I I No. FOOTBALL QUIKOIN" With Guaranteed Lifetime lmprint Colors: All #2000 standard oval colors available. White imprint standard on all colors. Black or white on yellow, orange and gold. Minimum order 250. Prices include football design on split side and 5 lines of copy on the plain side (or schedule at extra charge). If game schedule is used, disregard extra line charges and add $5.50 (E) net per schedule which includes customer's firm name, address, etc. as well as game schedule. DO NOT INCLUDE GAME TIMES IN SCHEDULE. Other ink colors are available at an extra charge of $5.00 per order. See GENERAL INFORMATION on back page. 3ABCD Each 250 .56 500 .50 1000 .48 2500 .42 5000 .375 10,000 .34 Advertising copy on the split side with Football Stitches is available as shown above. If curved lines are used add $3.00 net per curve and price like #2000 on Page 20. Stock Slogans Available: Kiss Your ( * ) Problems Goodbye * Carpet Cleaning * Auto Parts * Office Equipment * Air Conditioning Auto Repair * Printing * Insurance ' Trucking + Car Rental * Copying * Moving Banking Roofing * Brake Muffler Appliance ' Heating * Tire Automobile * Lawn Care * Television * Complexion * Hardware Electric Plumbing No. 2000K KISS QUlKOlN Colors: All #2000 standard oval colors available. Pink or white Kiss & Slogan - standard white ink for ad on plain side. 3ABCD Each 250 .56 500 .50 1000 .48 2500 .42 5000 .375 10,000 .34 If additional ad copy is desired below the Kiss add $3.00 net per curved line and price like #2000 on Page 20. Quikey Products Have A Brilliant lmprint That Will Not Come Off ...We Guarantee It! 21 UIKOIN I No. 2000R ROUND No. 2000R3 BOWLING BALL With Guaranteed Lifetime lmprint Colors: Tan, Red, Black with White lmprint NOTE: Split side printing is difficult on this product when lines of copy run parallel with the split. While every effort is made to run the splits and the lines parallel, it is practically impossible to do so. Therefore, the customer must understand that the copy may appear to be crooked on the piece. Minimum order 250. Prices include up to 5 lines, using standard type styles in straight line setup. For curved lines, cuts, etc., see back page. TMS ii~ustration is actual size Imprinted Plain side ea. ( ~ A B C D ) Split side ea. ( ~ A B C D ) For imprinting on both sides add to split side imprint ea. (6G) 250 .50 .52 a Bowling Ball orders can include any of the four illustrated cuts at no extra charge. @- .07 500 .45 .47 1000 2500 .43 .38 -45 .40 5000 .34 .36 10,000 .31 .32 .06 .055 .045 .045 .05 @- No. 2000R1 BASKETBALL No. 2000R2 BASEBALL AND No. 2000R4 SOCCER BALL With Guaranteed Lifetime lmprint Colors: Tan, Red, Black with White lmprint Minimum order 250. Prices include 5 lines of c o ~ v on plain side and Basketball, Baseball or socc& design on the split side. Note: If game schedule is used add 50C (E) per game. (Maximum - 23 games). This allows small space for team name at top and customer's copy at bottom (5 lines total). See back page for cuts, curved lines, etc. 3ABCD 250 500 1000 2500 5000 10,000 Ea. .59 .53 .50 .45 .405 .365 Quikey Products Have A Brilliant lmprint That Will Not Come Off ...We Guarantee It! SQUEEZE! - OUT POP KEYS With Guaranteed Lifetime lmprint Colors: All #2000 standard oval colors available with white imprint. Minimum 250. Prices include write-on panels as shown. Two side imprint pricing includes ad copy on split side, write-on panels, etc. on plain side. Frequently used "lines" are - "We'd like to be your banker ...Someday", "My folks are happy savers at.. . - I 3ABCD Imprint: Plain side ea. Both sides ea. 250 500 1000 2500 5000 10,000 .48 .56 .43 .50 .41 .48 .36 .42 .32 .375 .29 .34 No. 2000M YACK QUIKOIN" With Guaranteed Lifetime Imprint Colors: Usually red, (any #2000 Oval color available) with white imprint. Minimum 250. Prices include teeth design on split side, advertising copy on plain side up to 5 lines of straight type setup. For curved lines, cuts, etc., see back page. Frequently used "lines" are - "Everybody's talking about", "Just wanted to tell you", "Everybody says", "Come in and Yack with us about''. 3ABCD Each \ 1 250 .56 500 .50 1000 2500 .48 .42 5000 .375 10,000 .34 Advertising copy is available on the split side above and below the teeth. The lips must be removed and curved lines used. Add $3.00 net for each curved line and price as #2000 on page 20. 1 1 I 1 With Guaranteed Lifetime lmprint Standard Colors: Red, Green, Blue, Black, Orange, Yellow Use up to 4 colors in any desired assortment. Standard assortment - Red, Blue, Green, Black. White imprint standard on all colors. Black or white on yellow and orange. $5.00 net extra charge to change ink during production, i.e., half printed with black ink and half printed with white ink. Minimum order 250. Prices include white imprint up to 5 lines using standard type styles in straight line setup. Any nationally used trademark, cut or emblem may be included at no extra charge. 3ABCD Imprint: 1 side ea. (3ABCD) 2nd side ea. (6G) 250 500 1000 .54 .49 .07 .06 Quikey Products Have A Brilliant Imprint That Will Not Come Off 2500 5000 10,000 .47 .42 .38 .34 .055 .05 .045 .045 ...We Guarantee It! 23 I GENERAL INFORMATION IMPRINTING PROOFS Paper proofs $2.00 net Product proofs - $5.00 net for 1 color Multicolor proofs - $4.00 net per color, Max. $20.00 PROOF REVISIONS If original instructions were followed,$4.00 net per color plate to be changed plus cost of additional photography, art and proof if required. CURVED LINES Quikoins - $3.00 net extra per curved line. KO00 Sof-Touch Fobs - curved lines not available except in reverse borders. See Page 5. #6000R & #I6317 Small Round Fobs - $3.00 per curve. NOTE: Tab at the top of the fob interferes with top curve. HALFTONE REPRODUCTIOhIS If your -1rt work has a h i l f t o v e 3 r a - c r < !int to be reproduced, we must redo ~t s2parateiy and strip it in, which could cost from $8 to $20 net, depending on complexity. Quotations will be given before proceeding. MULTIPLE COLOR IMPRINT Registration permits some two color imprints on Quikoins and Mirrors. Write for approval. Note: Cut costs for multiple imprints $6.00 (G) per color. Minibum"for two coloc im; print 500 pcs. Minimum for 3 or more cot* ors 1000 pcs. Each split shipment must be in at least minimum quantities. 4G 500 .09 5000 1000 2500 & Up .06 ,055 .05 .07 .065 .06 2nd Color Each 3rd or more colors NA 3 or more colors on Fobs only. EXTRA LINES OF COPY % !$ Net Per Extra Line. SPORT SCHEDULES If sport schedule is used disregard extra line charges and add $5.50 (E) per football schedule; $50 (E) per game for other schedules. These include headings and ad copy below the schedule. DO NOT INCLUDE GAME TIMES IN SCHEDULE. USE OF CUTS AND LINE DRAWINGS This product is printed by silk screen. Metal cuts are not used. The only art necessary is a clear proof, letterhead, or calling card (all line art). Do not send reproductions from office copy machines. If the material you send can be photographed, and is the correct size, there is no charge. A one color use of cut charge $7.00 (G), is to cover photography to reduce, enlarge, and touch up your customer's logo or design to the correct size. For multiple color separations $6.00 (G) per color. Nationally used one color logo - n o charge. Multiple color national logos $6.00 (G) per color. Cuts and logos are constantly being changed. A rough pencll sketch on or accompanying the order will insure the use of the correct cut or logo. SPECIAL ART WORK If design supplied by customer requires art work to complete, same is available at cost. Halftone pictures must be converted to line drawings for our use. Charges for special line drawings usually run between $13 and $26 depending upon detail involved. Cars, trucks, pictures of buildings, etc., come under this heading. Quotations on request. Designs or special lettering to be reproduced from letterheads, envelopes, calling cards or printed merchandise normally require only use of cut charges as in preceding paragraph. SPECIAL INK COLORS Ink colors for Key Fobs are listed on Page 3. For other products,ink colors are listed in the product section. If ink colors are not listed, add $5.00 net for common colors. Add $10.00 net for PMS or special match. INK CHANGE $5.00 net charge t o change ink on an order, i.e., half printed with black ink and half printed with white ink. COPY CORRECTION OR CANCELLATION No charge if received before work is begun; if received after type is set, a net charge of $2.00; if received after production has been scheduled, a blocking charge of $4.00. CHANGE OF COPY $7.00 (G) per change. Applies to multiple copy orders - Minimum 150 pcs. per copy. MISCELLANEOUS REPEAT ORDERS We maintain extensive records of past orders which can be located by our past invoice or production number, distributor's name and order number, or customer's zip code. Send as much information as possible, preferences are in the order listed above. Include year guesstimate and a sample of last order if available. RUSH ORDERS All orders requiring shipment in LESS THAN 10 WORKING DAYS after receipt, add $10.00 net. We will advise if request is not possible. SPECIAL COLOR PIECES Available in quantities of not less than 10,000 pieces.. Call regarding availability and charge if any. Overruns may be as high as 10%. CUSTOM SHAPE KEY FOBS See page "' 'or details. KEY CHAINS ATTACHED Nickel Plated. Heavy Duty Available on All Coin Holders. ADD 100 EA. (A) - OVERRUNS & UNDERRUNS We reserve the right t o ship and bill up t o 5 % over and under. 1 color, 1 side imprint very little overrun. 2 side and multiple color imprints necessitate starting with additional pieces. Quantities will be produced as close as possible to request. Exact quantity add $5.00. LESS THAN MINIMUM MINIMUM ORDER 250 - Add $15.00 (A) for one side irnprint - $20.00 (A) for two side imprint for orders less than 250. ABSOLUTE MINIMUMS: 1 color 150; 2 color 500; 3 or more colors 1000 PER ORDER OR PER EACH CHANGE OF COPY. MULTIPLE PRODUCT ORDERS Use overall quantity product price plus setup of $7.00 (G) for each extra item. You $ave. Minimum quantities must be ordered on each item, e.g. 2 color imprinted items must be 500 each item. SHIPPING DROP SHIPMENTS If order calls for shipment to more than one address, add $1.50 for each additional shipment. C.O.D. SHIPMENTS Add $3.00 per shipment for clerical handling. SPLIT SHIPPING DATES If order calls for more than one shipping date, add $5.00 for each additional date. Each split shipment must be in at least minimum quantities, e.g. 1 color 250, 2 color 500, 3 or more colors 1000. Entire order must be completed in 6 months. SHIPPING TIME Generally 4 weeks. PRICES ARE F.O.B. AKRON, OHIO I n id. Cartons Quikoins Key-Sacs Mlrrors Sof-Touch Key Fobs 15 28 16 30 25 8.10 15-19 - OUR GUARANTEE LIFETIME EMBOSSED ENAMEL IMPRINT The only everlasting imprint ever achieved on soft plastic, beautifully embossed by our exclusive process. Reproduces cuts and fine lines in clear, sharp detail. Your imprint stands out and stands up. I pyright 1984 W.B. Stiller GUARANTEED TO LAST AS LONG AS THE PIECE ITSELF. I Litho in U.S.A. - - QUTKEY MANITFACTURING COMP 4 X r , TNC . INDEX ACCOUNTANTS' REVIEW REPORT EXHIBITS Statements of Financial Position Statements of Operations Statement of Shareholders' Equity Statements of Changes in Financial Position EXHIBIT EXHIBIT EXHIBIT EXHIBIT "A" "B" "C" "D" NOTES TO FINANCIAL STATEMENTS SCHEDULES Property, Plant & Equipment Mortgage & Note Payable Accrued Expenses Accrued Taxes Sales Factory Overhead Selling Expenses Administrative Expenses Other Incomtx & Expenses Five Year Statements of Operations SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCI-IEDULE Quikey Manufacturing Company, Inc. 1500 Industrial Parkway Akron, Ohio 44310 We have reviewed the accompanying statements of financial position of Quikey Manufacturing Company, Inc. as of December 31, 1982 and 1981, and the related statements of operations, shareholders' equity, and changes in financial position for the years then ended, and the supplemental schedules, in accordance with standards established by the American Institute of Certified Public Accountants. All information included in these financial statements is the representation of the management of Quikey Manufacturing Company, Inc. - A review consists principally of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an examination in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with generally accepted accounting principles. March 2 8 , i Y 3 3 - - . - - -- - -- .-- QUIKEV MANUFACTURING COMPANY, INC. STATEMENTS OF FINANCIAL POSITION EXHIBIT " A " ASSETS DECEMBER 31, 1982 1981 CURRENT ASSETS Cash Accounts Receivable Advances t o Employees Inventories Prepaid Expenses TOTAL CURRENT ASSETS PROPERTY, PLANT & EQUIPMENT - SCHEDULE 1 TOTAL ASSETS LIABILITIES & SHAREHOLDERS~QUITY CURRENT L I A B I L I T I E S M o r t g a g e & N o t e P a y a b l e - SCHEDULE 2 Accounts Payable Customer D e p o s i t s A c c r u e d E x p e n s e s - SCHEDULE 3 A c c r u e d T a x e s - SCHEDULE 4 Dividends Payable TOTAL CURRENT L I A B I L I T I E S LONG-TERM L I A B I L I T I E S Mortgage & Note Payable - 605,983 SCHEDULE 2 TOTAL LTABILITIES SHAREHOLDERS' EQUITY 605,983 - EXHIBIT "C" T h e Rcc:ornpanylng N o t e s Arc A n I n t e g r a l P a r t O f T h e s e S f , 3 t e m e r > t s Ser Accountants' Review R e p o r t QU L i l l Y t~1IZNUFACTUKiNG COMI'ANY, L N C . EXII I K I'T STA'i'F:>lfllL"T:.; 01: Ol'fSlii\f IONS FOR THE YEAKS ENDED DECEMBER 3 1 , 1982 1981 % TO AMOUNT NET SALES - SCHEDULE 5 $5,426,291 COST OF GOODS SOLD B e g i n n i n g Xa t e r i a l I r ~ v e r ~ t o r y Purchases Freight-In Less: Ending M a t e r i a l Inventory NET SALES 100.0% AMOUNT % TO NET SALES $5,288,691 100.0% 69,546 870,654 16,579 1.3 16.0 .3 89,725 937,205 15,821 1.7 17.7 .3 956,779 17.6 1,042,751 19.7 - 61,065 1.1 69,546 - 1.3 -- 29,710 -.. 6 Material C o s t D i r e c t Labor F a c t o r y O v e r h e a d - SCHEDULE 6 B e g i n n i n g Work i n P r o c e s s Inventory Less: E n d i n g Work i n Process Inventory COST OF GOODS XANUFACTURED B e g i n n i n g F i n i s h e d Goods Inventory Less: Ending Finished Goods I n v e n t o r y TOTAL COST OF GOODS SOLD GROSS PROFIT SELLING & ADMINISTRATIVE EXPENSES S e l l i n g E x p e n s e s - SCHEDULE 7 Administrative Expenses SCHEDULE 8 TOTAL SELLING & ADMINISTRATIVE EXPENSES OPERATING PROFIT NET OTHER LXCOPIE - SCHE1)UL.E 9 NET INCOME - EXWIi3I'rS T C "& " D ' EARNINGS PER SHARE $1,105,334 -- - 20.4% A $ -. 4-- 5 , 7 1 5 -9 -- 64:{,649 12.3% --- - --- - $ 1,700.51 The A c c ~ r n p ~ i n y i n N g o t e s Arc An I n t e g r a l P a r t Of T h e s e S t a t ~ ? m e n t s See A c c o u n t a n t s ' R e v i e w R e p o r t " U " - .l)l:T'<EY ' l A N l ~ F l ~ 7 ' l ' ~ ! K r \ J C COklI'iZNY, INC. EXHIHIT "C" FOR THE YEARS ENDED DECEMBER 31, 1981 AND 1982 COMMON STOCK TOTAL SHARES RETAINED SHAREHOLDERS' ISSUED AMOUNT EARNINGS EQUITY BALANCE - JANUARY 1 , 1 9 5 1 6 50 $ 130,000 $ 894,840 $1,024,840 ADD : NET INCOME - EXHISIT " 8 " DEDIlCT : Distributions to Sharel~olders BALANCE - DECEMBER 3 1 , E X H I B I T "A" - ADD : NE'I' lN(:O!lE - EXlIl Y IT L981 - 'B'' DEDUCT : D i s t r i b u t i o n s to Shareholders BALANCE - DECEMBER 31, 1982 E X H I B I T "A" C o m m o n s t o c k i s w l t h o u t p a r v a l u e and 1 , 0 0 0 shares h a v e b e e n a u t h o r i z e d T'nt. ; \ c c o i n p < i ~ l y i n gN o t e s Are Arr i n t e g r d l P a r t Of These S t a t e m e n t s See A c c o u n t a n t s ' R e v i e w R e p o r t - - Oi' I < I Y '.ltlNUFL\(;TURING COMI'ANY, INC. EXHIBIT " D " STA'TE?IENTS OF CHANGES I N FINANCIAL POSITION SOURCES & APPLICATIONS OF WORKING CAPITAL FOR THE YEARS ENDED DECEMBER 3 1 , 1982 1981 SOURCES OF WORKING CAPITAL NET INCOME - EXHIBIT " B " Add: I t e m Not R e q u i r i n g a n O u t l a y o f Working C a p i t a l : Depreciation Less: I t e m Not Kesrll t i n g i n W o r k i n g Capital : G a i n o n D i s p o s a l o f Assets TOTAL PROVIDED FROM OPERATIONS P r o c e e d s f r o m D i s p o s a l of A s s e t s TOTAL SOURCES OF WORKING CAPITAL APPLICATIONS OF WORKING CAPITAL Distributions t o Shareholders P u r c h a s e o f P r o p e r t y , P l a n t & Equipment R e d u c t i o n of Long-Term D e b t TOTAL APPLICATIONS OF WORKING CAPITAL INCREASE (DECREASE) I N WORKING CAPITAL The A c c o m p a n y i n g N o t e s Are An I n t e g r a l P a r t Of T h e s e S t a t e m e n t s S e e A c c o u n t a n t s ' Revfew R e p o r t QUIKEY MANUFACTURING COMPANY, INC. STATEMENTS OF CHANGES I N FINANCIAL POSITION ANALYSIS OF WORKING CAPITAL DECEMBER 3 1 , 1981 INCREASE (DECREASE) 1980 CURRENT ASSETS Cash Accounts R e c e i v a b l e Advances t o Employees Inventcries Prepaid Expenses r(7TAL CURRENT ASSETS CCRKENT LIABILITIES 9 n r t g a g e & Note P a y a b l e Accounts Payable Customer D e p o s i t s Accrued Expenses 4ccrued Taxes Dividends Payable TOTAL CURRENT L I A B I L I T I E S WORKING CAPITAL INCKEASE ('DECREASE) C U R R E N T RATIO T h e A c c o m p a n y i n g N o t e s A r e An I n t e g r a l P a r t O f T h e s e S t a t e m e n t s See Accountants' Review Report 1982 198 1 NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1982 NOTE 1: SLMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the Company's significant accounting policies, consistently applied in the preparation of the accompanying financial statements follows: a. Manufacturing Inventory The Company values its raw materials inventory at the lower of cost or market and work in process and finished goods inventories at standards which fairly represent cost. Cost is determined on the first-in, first-out basis. A summary of inventories by major classification is as follows: DECEMBER 31, 1982 1981 Raw Materials Work in Process Finished Goods Manufacturing Supplies TOTAL b. Property, Plant & Equipment Property, plant, and equipment consists of the following: DECEMBER 31, 1982 1981 COST Land Building Building Improvements Machinery h Equipment Molds Dipping Forms & Racks Wood Blocks Furniture h Fixtures Delivery Equipment Less: Accumulated Deprec Lat.ion S e e Accountants 683,645 --- ' Xeview Report -- 612,484 3O'l'l:S NOTE 1: :'O I:ZNr\!.JC I IZI. S T,\'TE.hlE:NTS bE(:F"f!t:!< 3 1 , 1952 (Corlt i n u e d ) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ( C o n t . ) P r o p e r t y , P l a n t & E q u i p m e n t ( c o n t .) D e p r e c i a t i o n h a s been p r o v i d e d u s i n g t h e s t r a i g h t - l i n e and a c c e l e r a t e d m e t h o d s o f a c c o u n t i n g i n o r d e r t o r e l a t e t h e c o s t of depreciable a s s e t s t o operations over t h e i r estimated s e r v i c e l i v e s . D e p r e c i a t i o n f o r t h e y e a r s e n d e d December 3 1 , 1 9 8 2 a n d 1981, t o t a l l e d $78,244 and $75,933, r e s p e c t i v e l y . c. Bad Debt P r o c e d u r e Bad d e b t s , I r e a c c o u n t e d f o r on t h e s p e c i f i c w r i t e - o f f m e t h o d . T h e r e f o r e , bad d e b t s a r e c h a r g e d a g a i n s t o p e r a t i o n s when t h e y a r e d e t e r m i n e d t o be u n c o 1 l e c t i b l e . NOTE 2 : PROY KSIONS OF LONG-TERY BORROIJI NG ACREEMBNTS The Company i s L i a b l e qn a m o r t g a g e l o a n from F i r s t N a t i o n a l Bank f o r $ 4 , 3 7 7 a t December 31, 1 9 8 2 . M o n t h l y p a y m e n t s o f $600 i n c l u d i n g i n t e r e s t a t 7 . 7 5 % a r e r e q u i r e d . T h i s l o a n m.atur?s i n 1 9 8 3 a n d I s s e c u r e d 5 y t h e p r e m i s c ~ s on lforne A v p n ~ t e i n Akron, O h i o . The Company i s a l s o l i a b l e t o F i r s t N a t i o n a l Bank f o r a n u n s e c u r e d f i v e - y e a r t e r n l o a n w i t h a n a n n u a l i n t e r e s t r a t e a t 9 % . The b a l a n c e a t December 3 1 , 1 9 8 2 , i s $ 6 , 4 8 2 . M o n t h l y p a y m e n t s of $ 7 2 7 i n c l u d i n g i n t e r e s t a r e r e q u i r e d , and t h e l o a n m a t u r e s i n 1 9 8 3 . NOTE 3 : EARNINGS PER SHARE N e t income p e r s h a r e i s b a s e d on t h e w e i g h t e d a v e r a g e number o f s h a r e s of common s t o c k o u t s t a n d i n g d u r i n g e a c h y e a r . NOTE 4: SUBCHAPTER S ELECTION By u n a n i m o u s c o n s e n t , t h e s h a r e h o l d e r s o f t h e Company h a v e e l e c t e d tax-optlion c o r p o r a t i o n t r e a t m e n t f o r t h e c u r r e n t y e a r and a l l r e q u j r e m e n t s u n d e r t h e I n t e r n a l Revenue Code f o r t h i s t r e a t m e n t h a v e been f u l f i l l e d . A c c o r d i n g l y , t h e Company i s n o t r e q u i r e d t o pay f e d e r a l income t a x e s on t h e c u r r e n t y e a r " profits. Instead, a p p l i c a b l e t a x * s w i l l be p a i d by t h e s h a r e h o l d e r s a s i n d i v i d u a l s , e v e n t h o u g h t h e y may n o t have b e e n d i s t r i b u t ~ d . NOTE 5 : RECLASS I F I C A T T O N C e r t a i n r e c l a c s i f i c a t i o n s h a v e been a a d e I n t h e 1981 q t a t e m e ~ l t . ; t r , -c>l~Forrnt o I ~ I P1 9 8 2 , , t - r c e n t . ~ i - i o n s . S e e A c c o u n t a n t s ' Review R e p o r t fins-)cia1 - -- (>lJIYk:\i '111NI:i. ,2('l'llK I U(: ('OMI'AXY, PROPERTY, PLANT & LNC. EQUIPMENT DECEMBER 31, DECEMBER 31, 1981 .- ADDITIONS DISPOSALS COST Land Building Building Improvements Machinery & Equipment No ld s Dipping Forms & Racks Wood Blocks Furniture & Fixtures Delivery Equipment TOTAL COST ACCUMULATED DEPRECIATION Building Building Improvements Machinery & Equipment Molds Wood Blocks Furniture & Fixtures Delivery Equipment TOTAL ACCUMULATED DEPRECIATION TOTAL PROPERTY, PLANT & EQUIPMENT - EXHIBIT "A" The Acc:ompanying N o t e s Are An I n t e a r a l Part Of These Statements See Accountants' K c v i r w Report 1982 QUTKEY MANUFACTURING COMPANY, INC. MORTGAGE & NOTE PAYABLE DECEMBER 31. ...- CURRENT PORTION 1982 LONG-TERM PORTION -- -- TOTAL - MORTGAGE PAYABLE First N a t i o n a l Bank 1981 CURRENT PORTION LONG-TERM PORTION TOTAL - NOTE PAYABLE F i r s t N a t i o n a l Bank TOTAL 9ORTGAGE & NOTE PAYABLE - E X H I B I T "AA" $ 10,859 5 - ,C 10,859 - $ 14,350 $ T h e A c c o m p a n y i n g N o t e s A r e An I n t e g r a l P a r t OF T h e s e S t a t e m e n t s See Accountants' Review Report 10,677 $ 25,027 ACCKLIEU EXPENSES SCHEDULE 3 DECEMBER 31, 1982 1981 Commissions Interest O f f i c e r s ' Bonuses Off ice Bonuses TOTAL ACCRUED EXPENSES - EXHIBIT "A" SCHEDULE 4 ACCRUED TAXES DECEMBER 31, 1982 1981 P a y r o l l Taxes Withheld & Accrued Personal Property Franchise Real E s t a t e TOTAL ACCRUED TAXES - EXHIBIT "A" N o t e s Are An Integral I ' a ~ c d f r h e s e S t a t e m e n t s See A c c o u n t a n t s ' Keview 2 e p o r t Thix A r c o r n ~ , i r l y i n g ----- -- Q U I K E Y IHANUFACTURIXC: COMPANY, I N C . FOR T H E YEAKS E N D E D - .- DECEMBER 3 1 , - .--- - -- 1981 1982 % TO NET SALES AMOUNT % TO NET SALES AMOUNT Quikoins Q u i k e y Key-Sacs octopus Quik-Vu W a l l e t s Key Fobs Nirrors Samples Other Less: Sales Discount NET SALES - EXHIBIT " B " FACTORY OVERHEAD SCHEDULE 6 FOR THE YEARS ENDED ------- - - -1982 - DECEMBER 3 1 , -- % TO NET SALES ---AMOUNT - 1981 --- AMOUNT % TO NET SALES $ 982,489 - -1 8 . 6 % --- Production Preparation Factory Supervision FICA Unemployment Tax I n d u s t r i a l Insurance Employee H o s p i t a l i z a t i o n Utilities Insurance P e r s o n a l P r o p e r t y Tax R e a l E s t a t e Tax Laundry & Cleaning R e p a i r s & Maintenance Depreciation Manufacturing Supplies Contract Services P r i n t & Photo S u p p l i e s Packaging Supplies S h i p p i n g Suppl i e s F r e i g h t Out 6 Allowance TOTAL FACTORY O V E K t I E A D - E X H J B 1 r " B " $ 1 , 0 8 5 ,LO3 -- - - . . 20.0% - The Acconiparlving Notes Are An I n t e g r a l P a r t O f rhescb S t a t c ~ n e r l t - s See Accountants ' Review Report Q l J I YKY 'l.4':IJI:,iCTITK I ?I(; CO>ll'ANY, IN(: . S E L L I N G EXPENSES SCHEDULE 7 FOR THE YEARS ENDED DECEMBER 31, 1982 AMOUNT % TO NET SALES 1981 AMOUNT Sales Salaries FICA Unemployment Tax S a l e s Commissions Sales Supplies Advertising Automobile Sales Travel Entertainment J o b b e r s ' Bonuses TOTAL SELLING EXPENSES - EXHIBIT "B" The Accornpdrlying N o t e s Are An I n t e g r a l P a r t O f T h e s e S t a t e r n e n t s S e e A c c o u n t a n t s ' Review R e p o r t % TO NET SALES -- --- ?lil:<i*:\c' 'l,i!;li~~'.i!' ['"I; ~ - TV(; - ~ p ~ -- " P - ::i)?li'.\NY, .--- 4 - IN(;. A D M I N I S T R A T I V E EXPENSES FOR THE YEARS ENDED DECEMBER 3 1 , - - AMOUNT 1982 % TO NET SALES 1981 AMOUNT Officers' Salaries Off i c e S a l a r i e s FICA Unemployment Tax I n d u s t r i a l Insurance Office Supplies Dues & S u b s c r i p t i o n s Employee H o s p i t a l i z a t i o n Employee W e l f a r e Depreciation S a l e s Tax Telephone Legal & C o l l e c t i o n Accounting Donat i o n s Equipment M a i n t e n a n c e F r a n c h i s e Tax R e t i r e m e n t Payment Rent Bad D e b t s Akron C i t y Income Tax TOTAL ADMINISTRATIVE EXPENSES EXHIBIT "B" - T h e Acrompanying Notes Are An l i l t e g r a l P a r t Of These S t a t e m e n t s S e e A c c o u n t a n t s ' Review R e p o r t % TO NET SALES - 1211 T KF'Y Nt\ULJI'AC 1'UR I N : (:OFII'ANY, INC ---- -- -- ---- ---- . OTHER I N C O N E h EXPENSES SCHEDULE 9 FOR THE YEARS ENDED DECEMBER 31, 1981 1982 AMOUNT NET S A L E S AMOUNT OTHER INCOME Interest Bad Debts Recovered Gain on S a l e of A s s e t s I n s u r a n c e Claims TOTAL OTHER INCOME OTHER E X P E N S E S Interest Miscellaneous TOTAL OTHER E X P E N S E S NET OTHER INCOME - E X H I B I T "B" The Accompanying Notes Are An I n t e g r a l P a r t Of T h e s e S t a t e m e n t s S e e A c c o u n t a n t s ' Revlew R e p o r t NET S A L E S QUIKEY MANUFAC* LNG COMPANY, INC. FIVE YEAR STATEMENTS OF OPERATIONS % TO 1982 NET SALES FOR THE YEARS ENDED DECEMBER 31, % TO NET S U E S 1980 NET SALES 1979 % TO 1981 1 TO NET SALES SALES COST OF GOODS SOLD Beginning Material Inventory ?urchases Freight-In Lesa: Ending Marerial Inventory Material Cost Direct Labor Factory Overhead Beginning Work in Process Inventory Less: Ending Work in Process Inventory COST OF GOODS MANUFACTURZD Beginning Finished Goods Inventory Less: Ending Finished Goods Inventol-~ COST OF GOODS SOLD GROSS PROFIT SELLING 8 ADMINISTRATIVE EXPENSES Selling Adminietrative TOTAL SELLING 8 MMINISTIUTIVE EXPENSES OPERATING PROFIT NET OTHER INCOME NET INCOME EARNINGS PER S W E The Accompanying Notes Are An Integral Part Of These Statements See Accountants' Review Report -- 1 .- TO 1978 NET SALES "- .- -- - Q U I K E Y ~?b'iNUb'AL'i'l~l?I?u(, ( OMl'tlNY . . , INC. ACCOUNTANTS' REVIEW REPORT EXHIBITS Statements of Financial Position Statements of Operations Statement of Shareholders' Equity Statements of Changes in Financial Position EXHIBIT EXHIBIT EXHIBIT EXHIBIT "A" "8" "C" "D" NOTES TO FINANCIAL STATEMENTS SCHEDULES Property, Plant & Equipment Mortgage & Note Payable Accrued Expenses Accrued Taxes Sales Factory Overhead Selling Expenses Administrative Expenses Other Income & Expenses Five Year Statements of Operations SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE 1 2 3 4 5 6 7 8 9 10 Quikey Manufacturing Company, Inc. 1500 Industrial Parkway Akron, Ohio 44310 We have reviewed the accompanying statements of financial position of Quikey Manufacturing Company, Inc. as of December 31, 1981 and 1980, and the related statements of operations, shareholders' equity, and changes in financial position for the years then ended, and the supplemental schedules, in accordance with standards established by the American Institute of Certified Public Accountants. A11 information included in these financial statements is the representation of the management of Quikey Manufacturing Company, Inc. A review consists principally of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an examination in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with generally accepted accounting principles. April 12, 1982 Q U I K E Y ?!.,fr!<llE i'\C'I'lIi?, I Pic; COMI'ANY, Srl'A'I'E,Fli,i~SS OF INC. OI'EKATIONS EXtIIHIT "H" FOR THE YEARS ENDED DECEMBER 3 1 , 1981 AMOUNT 1980 % TO NET SALES AMOUNT % TO NET SALES NET SALES - SCHEDULE 5 COST OF GOODS SOLD Beginning Material Inventory Purchases Freight In Less: Ending Material Inventory Material Cost Direct Labor Factory Overhead - SCHEDULE 6 Beginning Work in Process Inventory Less: Ending Work in Process Inventory COST OF GOODS MANUFACTURED Beginning Finished Goods Inventory Less: Ending Finished Goods Inventory TOTAL COST OF GOODS SOLD GROSS PROFIT SELLING & ADMINISTRATIVE EXPENSES Selling Expenses - SCHEDULE 7 Administrative Expenses SCHEDULX 8 TOTAL SELLING & ADMINISTRATIVE EXPENSES OPERATING PROFIT NET OTHER INCOME - SCHEDULE 9 NET INCOME - EXHIBITS "C" 6 "D" --- 4 5 , 7 1 5 -9 $ 648,649 -- 12.3% - 16,756 $1,002,461 EARNlNGS PER SHARE The A c c o m p a n y i n g Notes Are An lntegral Part Of These Statements See Accountants' R e v i e w Report .4 22.6% - ---- --- --- QUIKEY MANUE IZC'I'UKINC; A k l - -- --A COMPANY, I N C . S i l i l l l l l S ' CQbLTY 1,XtIIHIT " C " FOR THE YEARS ENDED DECEMBER 31, 1980 AND 1981 COMMON STOCK TOTAL SHAKES RETAINED SHAKEHOLDEKS' ISSUED AMOUNT EARNINGS EQUITY BALANCE - JANUARY 1, 1980 ADD : NET INCOME - E X H I B I T "B" DEDUCT : D i s t r i b u t i o n s to Shareholders BALANCE - DECEMBEK 31, 1980 E X H I B I T "A" ADD : NET INCOME - E X H I B I T "13" - DEDUCT : D i s t r i b u t i o n s t o Shareholders BALANCE - DECEMBER 31, 1981 E X H I B I T "A" - Common s t o c k i s w i t h o u t p a r v a l u e a n d 1,000 shares have been a u t h o r i z e d T h e A c c o m p a n y i n g N o t e s A r e An I n t e g r a l P a r t Of T h e s e S t a t e m e n t s See Accountants ' Review Report I j U l K E Y MANUk'ACTUKI KG COMPANY, INC. STATEPlENTS OF ClMNGES IN FINANCLAL POSITION SOUKCES & EXHIBIT APPLICATIONS OF WORKING CAPITAL FOR THE YEARS ENDED DECEMBER 31, 1981 1980 SOURCES OF WORKING CAPITAL NET INCOME - EXHIBIT "B" Add: Items Not Requiring an Outlay of Working Capital: Depreciation Loss on Disposal of Assets Less: Item Not Resulting in Working Capital : Gain on Disposal of Assets TOTAL PROVIDED FROM OPERATIONS Proceeds from Disposal of Assets TOTAL SOURCES OF WORKING CAPITAL APPLICATIONS OF WORKING CAPITAL Distributions to Shareholders Purchase of Property, Plant 6 Equipment Reduction of Long-Term Debt TOTAL APPLICATIONS OF WORKING CAPITAL 'The Accomparlying Notes Are An Integral Pzrt Of These Statements See Accountants ' Review Report "I)" QUIKEY MCLNUFACTURING COMPANY, INC. STATEMENTS OF CHANGES I N FINANCIAL POSITION ANALYSIS OF WORKING CAPITAL DECEMBER 3 1 , 1980 1979 CURRENT ASSETS Cash Accounts Receivable Account R e c e i v a b l e - O t h e r Advances t o Employees Inventories P r e p a i d Expenses Patent - / - -2 I=E > 4 TOTAL, CURRENT ASSETS TJ CURRENT LIABlLITIES A . \J M o r t g a g e & Note P a y a b l e Accouncs P a y a b l e Customer D e p o s i t s Accrued Expenses Accrued Taxes Dividends Payable TOTAL CURRENT LIABILITIES VORKING CAPITAL (DECEASE) CURRENT RATIO The Accompanying N o t e s A r e An I n t e g r a l P a r t O f T h e s e S t a t e m e n t s See A c c o u n t a n t s ' Review Report QUIKEY MANUFAC'TUKING COFIPANY , LNC . NOTES TO F I N A N C L A L STATEMENTS DECEMBER 31, 1981 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the Company's significant accounting policies, consistently applied in the preparation of the accompanying financial statements follows: a. Manufacturing Inventory The Company values its raw materials inventory at the lower of cost or market and work in process and finished goods inventories at standards which fairly represent cost. Cost is determined on the first-in, first-out basis. A summary of inventories by major classification is as follows: DECEMBER 31, 198 1 1980 Raw Materials Work in Process Finished Goods Manufacturing Supplies TOTAL b. Property, Plant & Equipment Property, plant, and equipment consists of the following: DECEMBER 31, 1981 1980 COST Land Building Building Improvements Machinery & Equipment Molds Dipping Forms & Racks Wood Blocks Furniture & Fixtures Delivery Equipment Less: Accumulated Depreciation See Accountants ' Kevi.ew Report Q U I K E Y MANUFACTUKING COMPANY, I N C . NOTES TO FlNkNC LAL STATEElENTS DECEMSEK 31, 1981 (Continued) NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) b. P r o p e r t y , P l a n t & Equipment ( c o n t . ) D e p r e c i a t i o n h a s been p r o v i d e d u s i n g t h e s t r a i g h t - l i n e and a c c e l e r a t e d methods of a c c o u n t i n g i n o r d e r t o r e l a t e t h e c o s t of d e p r e c i a b l e a s s e t s t o o p e r a t i o n s over t h e i r estimated s e r v i c e l i v e s . D e p r e c i a t i o n f o r t h e y e a r s ended December 3 1 , 1981 and 1980, t o t a l l e d $75,933 and $67,299, r e s p e c t i v e l y . c. Bad Debt P r o c e d u r e Bad d e b t s a r e a c c o u n t e d f o r on t h e s p e c i f i c w r i t e - o f f method. T h e r e f o r e , bad d e b t s a r e charged a g a i n s t o p e r a t i o n s when t h e y a r e d e t e r m i n e d t o be u n c o l l e c t i b l e . NOTE 2: PROVISIONS OF LONG-TERM BORROWING AGREEMENTS The Company i s l i a b l e on a mortgage l o a n from F i r s t N a t i o n a l Bank f o r $10,959 a t December 31, 1981, blonthly payments o f $600 i n c l u d i n g i n t e r e s t a t 7.75% a r e r e q u i r e d . T h i s l o a n m a t u r e s i n 1983 and i s s e c u r e d by t h e p r e m i s e s on Home Avenue i n Akron, Ohio. The Company i s a l s o l i a b l e t o F i r s t N a t i o n a l Bank f o r a n u n s e c u r e d f i v e - y e a r t e r m l o a n w i t h a n a n n u a l i n t e r e s t r a t e a t 9%. The b a l a n c e a t December 3 1 , 1981, i s $14,068. Monthly payments of $727 i n c l u d i n g i n t e r e s t a r e r e q u i r e d , and t h e l o a n m a t u r e s i n 1983. NOTE 3: EARNINGS PER SHARE Net income p e r s h a r e i s based on t h e weighted a v e r a g e number of s h a r e s of common s t o c k o u t s t a n d i n g d u r i n g e a c h y e a r . NOTE 4: SUBCHAPTER S ELECTION By unanimous c o n s e n t , t h e s h a r e h o l d e r s of t h e Company have e l e c t e d t a x - o p t i o n c o r p o r a t i o n t r e a t m e n t f o r t h e c u r r e n t y e a r and a l l r e q u i r e m e n t s under t h e I n t e r n a l Revenue Code f o r t h i s t r e a t m e n t have been fu1.f i l l e d . A c c o r d i n g l y , t h e Company i s n o t r e q u i r e d t o pay f e d e r a l income t a x e s on t h e c u r r e n t y e a r ' s p r o f i t s . Instead, a p p l i c a b l e t a x e s w i l l be p a i d by t h e s h a r e h o l d e r s a s i n d i v i d u a l s , even though t h e y may n o t have been d i s t r i b u t e d . See A c c o u n t a n t s ' R e v i e w Report - . - - QU I K L Y MANUFACTURING COMPANY, INC. INDEX ACCOUNTANTS' REVIEW REPORT EXHIBITS Statements of Financial Position Statements of Operations Statement of Shareholders' Equity Statements of Changes in Financial Position EXHIBIT EXHIBIT EXHIBIT EXHIBIT "A" "B" "C" "D" NOTES TO FINANCIAL STATEMENTS SCHEDULES Property, Plant & Equipment Mortgage ti Note Payable Accrued Expenses Accrued Taxes Sales Factory Overhead Selling Expenses Administrative Expenses Other Income & Expenses Five Year Statements of Operations SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE jO[intrl rnflufR a (0 C e r l ~ f ~ ePdu h l ~ cAccounlanls ,"t?*., +, Cerlifit,d i'ublir: i \ c c o i ~ ~ t l a r i l s Akron. Ohio March 23, 1981 Quikey Manufacturing Company, Inc. 1500 Industrial Parkway Akron, Ohio 44310 Gentlemen: We have reviewed the accompanying statements of financial position of Quikey Manufacturing Company, Inc. as of December 31, 1980 and 1979, and the related statements of operations, shareholders' equity, and changes in financial position for the years then ended, in accordance with standards established by the American Institute of Certified Public Accountants. All information included in these financial statements is the representation of the management of Quikey Manufacturing Company, Inc. A review consists principally of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an examination in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with generally accepted accounting principles. We will be pleased to discuss the financial statements with you at your convenience. Very truly yours, QUI K E Y blANUFACTURLNG COMPANY, INC. STATEMENTS OF FINANClAL POSITION EXHIBIT "A" ASSETS DECEMBER 31, 1980 1979 CURRENT ASSETS Cash Accounts Receivable Account R e c e i v a b l e - O t h e r Advances t o Employees Inventories P r e p a i d Expenses Pa t e n t TOTAL CURRENT ASSETS PROPER'TY, PLANT & EQUIPMENT - SCHEDULE 1 TOTAL ASSETS LIABILITIES & SHAREHOLDERS' EQUITY CURRENT LIABILITIES SCHEDULE 2 Mortgage & Note Payable Accounts Payable Customer D e p o s i t s SCHEDULE 3 Accrued Expenses Accrued Taxes SCHEDULE 4 - - - TOTAL CURRENT LIABILITIES LONG-TERM LIABILITIES M o r t g a g e & Note P a y a b l e - SCHEDULE 2 TOTAL LIABILITTES SHAREHOLDERS' EQUITY - EXHIBIT "C" TOTAL LIABILTTlES & SHAREHOLDERS ' EQUITY The Accompanying N o t e s Are An I n t e g r a l P a r t O f T h e s e S t a t e m e n t s See A c c o u n t a n t s ' Review Report INDUSTRIAL REVENUE BOND WORKSHEET Name of Appl i c a n t f r ~ ,5-f, ~v o r Project Description ?,-I -hop. j,;.c. c. jcrt s,7qt,,,* n q + ? /(*.,, ' 9.b 5 r., 1 . Size o f Issue ? . Revenue Pledge Five Year F i n a n c i a l Ratios RATIO TYPE: Standard Ratios: (1) Prentice-Hall , ( 2 ) Robert M o r r i s Year 1 (19 %a- ) Source o f Data: LIQUIDITY QR CR 9 , 07 /, 2 ,93- Year 3 ( 1 9 s 0 ) 2 ($5 3.1d Year 4 (19q9' ) 9{s3 >,3k7 a , ! r - ]/ 1/68 Year 5 (19 q 9) Environmental Impacts Other Facts iL T)UC ' (,j , 7 , k L l ~ < p+-c1 (c Y r - . f/ ''1 + "1 -0 p - 8 , ; .i i,,",, , ' I f , ,Cg,'( 4,". - r-8, , 1'' ~ A ,,,,, a ' ; i p ~ I r ' j ' a l ' n ' a /5w - A~ ~ \ pI Y ~ s . l~e I f ~ I -e 1 i9 L~, Gi _.a__l_ , r P I * ( - . L @ - !: , i r i i i c ,,,, , 'I - . LEVERAGE TL/NW + 8.73 /)6 . I I 6,0~7 j, Year 2 (19 S 1 ) 0 PROFITABILITY NPBT NS/WC / c 11-<> * , 4'+c>f)c rj.I ,.+ C , r Y A l c . i n d-e pr , G I , i i oJ1 I J , . : .+., j <*%,, , -i - Concl u s i ons FOOTNOTES : DEFINITIONS: CR = Current R a t i o ( c u r r e n t assets d i v i d e d by c u r r e n t l i a b i l i t i i e s ) measures a b i l i t y o f the f i r m t o meet c u r r e n t o b l i g a t i o n s QR = Quick R a t i o (cash & e q u i v a l e n t s + t r a d e receivables d i v i d e d by c u r r e n t l i a b i l i t i e s ) -A more s t r i n g e n t t e s t of the f i r m ' s a b i l i t y t o meet c u r r e n t o b l i g a t i o n s ; a value o f l e s s than 1:l i m p l i e s a r e c i p r o c a l "dependency" on i n v e n t o r y o r o t h e r c u r r e n t assets t o l i q u i d a t e short-term debt. NS/WC = Net Sales d i v i d e d by Working C a p i t a l ( c u r r e n t assets minus c u r r e n t l i a b i l i t i e s ) -measures t h e margin o f p r o t e c t i o n f o r c u r r e n t c r e d i t o r s and t h e e f f i c i e n c y t o which working c a p i t a l i s p u t i n f i n a n c i n g c u r r e n t operations. A low r a t i o i n d i c a t e s an i n e f f i c i e n t use o f working c a p i t a l ; a h i g h r a t i o i n d i c a t e s v u l n e r a b i l i t y o f c r e d i t o r s . NBPT = Earnings before i n t e r e s t and taxes d i v i d e d by sales; a measure o f t h e f i r m ' s p r o f i t a b i 1it y TL/NW = Total 1i a b i lit i e s d i v i d e d by n e t worth (stockholders' e q u i t y ) ; expresses t h e r e l a t i o n s h i between c a p i t a l c o n t r i b u t e d by c r e d i t o r s and t h a t c o n t r i b u t e d by owners. The higEer t h e r a t i o , t h e g r e a t e r t h e r i s k being assumed by c r e d i t o r s . -- . Q I J I K E Y PIANUFAC'IUKING COMl-'ANY, LNC. STA'TEMEPJTS OF OPEKATZOIJS E X H I B I T "B" FOR THE YEARS ENDED DECEMBER 31, 1980 AMOUNT NET SALES - 1979 % TO NET SALES AMOUNT % TO NET SALES SCHEDULE 5 COST OF GOODS SOLD Beginning M a t e r i a l I n v e n t o r y Purchases F r e i g h t T.n Less: Ending M a t e r i a l Inventory M a t e r i a l Cost D i r e c t Labor F a c t o r y Overhead - SCHEDULE 6 Beginning Work i n P r o c e s s Inventory Less: Ending Work i n Process Inventory COST OF GOODS MANUFACTURED Beginning F i n i s h e d Goods Inventory Less: Ending F i n i s h e d Goods I n v e n t o r y TOTAL COST OF GOODS SOLD GROSS PROFIT SELLING & ADMINISTRATIVE EXPENSES S e l l i n g Expenses - SCHEDULE 7 A d m i n i s t r a t i v e Expenses SCHEDULE 8 TOTAL SELLING & ADMINISTRATIVE EXPENSES OPERATING PROFIT NET OTHER INCOME - SCHEDULE 9 NET INCOME - EXHIBITS "C" & "D" EARNINGS PER SHARE 16,756 $1,002,461 --$-- 1,542.25 -.4 22.6% 7,532 $ 963,409 $ 1,482.17 - The Accompanying Notes Are An I n t e g r a l P a r t O f These Stat.ements See A c c o u n t a n t s ' Review Report -- .1 22.0% ()[ITKEY FtANUE'ACTURING COMPANY, TNC. STA'TEMENT OF SHAKEHOLIIEKS ' EQUITY EXHIBIT " C " FOR THE YEARS ENDED DECEMBER 3 1 , 1 9 7 9 AND 1 9 8 0 COMMON STOCK TOTAL SHARES RETAINED SHAREHOLDERS' ISSUED AMOUNT EARNINGS EQUITY BALANCE - JANUARY 1 , 1979 ADD : NET INCOME - EXHIBIT "B" DEDUCT : Distributions t o Shareholders RALANCE - DECEMBER 3 1 , 1 9 7 9 EXHIBIT "A" - ADD : NET INCOME - EXHIBIT "B" DEDUCT : Distributions t o Shareholders RALANCE - DECEMBER 3 1 , 1 9 8 0 EXHIBIT "A" - Com~non s t o c k i s w i t h o u t p a r v a l u e a n d 1 , 0 0 0 s h a r e s h a v e been a u t h o r i z e d ' r h c Accompanying N o t e s Are An I n t e g r a l P a r t O f T h e s e S t a t e m e n t s S e e A c c o u n t a n t s ' Review R e p o r t Q U T K E Y PIANUYACTUKINC; CObll'ANY, INC. STATEMENTS OF CHANGES I N FINANCIAL POSITION EXHIBIT " D " SOURCES & APPLICATIONS OF WORKING CAPITAL FOR THE YEARS ENDED DECEMBER 31, 1980 SOURCES OF WORKING CAPITAL NET INCOME - EXHIBIT "B" Items Not R e q u i r i n g a n O u t l a y of Add: Working C a p i t a l : Depreciation Loss on Disposal of Assets L e s s : Item Not R e s u l t i n g i n W o r k i n g Capital: G a i n on D i s p o s a l o f A s s e t s TOTAL PROVIDED FROM OPERATIONS Proceeds from Disposal of Assets TOTAL SOURCES OF WORKING CAPITAL APPLICATIONS OF WORKING CAPITAL Distributions t o Shareholders P u r c h a s e o f P r o p e r t y , P l a n t & Equipment R e d u c t i o n of Long-Term Debt TOTAL APPLICATIONS OF WORKING CAPITAL T h e Accompanying N o t e s Are An I n t e g r a l P a r t Of T h e s e S t a t e m e n t s S e e A c c o u n t a n t s ' Review Keport C e r t ~ f ~ ePuhlfc d Accountants 4x1, b, tIl0 1979 QUIKEY MANUFACTURING COMPANY, INC. STATEMENTS OF CHANGES IN FINANCIAL POSITION ANALYSIS OF WORKING CAPITAL INCREASE (DECREASE) DECEMBER 31, 1980 gv; E c g * : 2 5 :$ -d : 0? ;C3 Z s ck $8 rl 1979 1978 CURRENT ASSETS Cash Accounts Receivable Account Receivable - Other Advances to Employees Inventories Prepaid Expenses Patent TOTAL CURRENT ASSETS CURRENT LIABILITIES Mortgage & Note Payable Accounts Payable Customer Deposics Accrued Expenses Accrued Taxes TOTAL CURRENT LIABILITIES WORKING CAPITAL CURRENT RATIO The Accompanying Notes Are An Integral Part Of These Statements See Accountants' Review Report 1980 1979 --- -- .- QUIKEY MANUFACrI'UI<I NC COklPANY, I t i C . NOTES TO F I N A N C I A L STATEMENTS DECEMBER 31, 1980 NOTE 1: SUMMARY OF SIGNIFlCANT ACCOUNTING POLICIES A summary of the Company's significant accounting policies, consistently applied in the preparation of the accompanying financial statements follows: a. Manufacturing Inventory The Company values its raw materials inventory at the lower of cost or market and work in process and finished goods inventories at standards which fairly represent cost. Cost is determined on the first-in, first-out basis. A summary of inventories by major classification is as follows: DECEMBER 31, 1980 1979 Raw Materials Work in Process Finished Goods Manufacturing Supplies b. Property, Plant & Equipment Property, plant, and equipment consists of the following: DECEMBER 31, 1980 COST Land Building Building Improvements Machinery & Equipment Molds Dipping Forms & Racks Wood Blocks Furniture & Fixtures Llelivery Equipment Less: Accumulated Depreciation 1979 ()(I IKEY MANIJPACTIJKINC COMPANY, IEIC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1980 (Continued) NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ( C o n t . ) b. P r o p e r t y , P l a n t 6 Equipment ( c o n t . ) D e p r e c i a t i o n h a s been p r o v i d e d u s i n g t h e s t r a i g h t - l i n e a n d a c c e l e r a t e d methods of a c c o u n t i n g i n o r d e r t o r e l a t e t h e c o s t of depreciable a s s e t s t o operations over t h e i r estimated s e r v i c e lives. D e p r e c i a t i o n f o r t h e y e a r s ended December 3 1 , 1980 and 1979, t o t a l l e d $67,299 and $74,506, r e s p e c t i v e l y . c. Bad Debt P r o c e d u r e Bad d e b t s a r e a c c o u n t e d f o r on t h e s p e c i f i c w r i t e - o f f method. T h e r e f o r e , bad d e b t s a r e c h a r g e d a g a i n s t o p e r a t i o n s when t h e y a r e d e t e r m i n e d t o be u n c o l l e c t i b l e . NOTE 2: PROVISIONS OF LONG-TERM BORROWING AGREEMENTS The Company i s l i a b l e on a mortgage l o a n from F i r s t N a t i o n a l Bank f o r $17,051 a t December 31, 1980. Monthly payments of $600 i n c l u d i n g i n t e r e s t a t 7.75% a r e r e q u i r e d . T h i s l o a n m a t u r e s i n 1983 and i s s e c u r e d by t h e p r e m i s e s on Home Avenue i n Akron, Ohio. The Company i s a l s o l i a b l e t o F i r s t N a t i o n a l Bank f o r a n u n s e c u r e d f i v e y e a r t e r m l o a n w i t h a n a n n u a l i n t e r e s t r a t e a t 9%. The b a l a n c e a t December 31, 1980, i s $21,294. Monthly payments of $727 i n c l u d i n g i n t e r e s t a r e r e q u i r e d , and t h e l o a n m a t u r e s i n 1983. NOTE 3: EARNINGS PER SHARE Net income p e r s h a r e i s based on t h e w e i g h t e d a v e r a g e number o f s h a r e s of common s t o c k o u t s t a n d i n g d u r i n g e a c h y e a r . NOTE 4: SUBCHAPTER S ELECTION By unanimous c o n s e n t , t h e s h a r e h o l d e r s of t h e Company have e l e c t e d t a x - o p t i o n c o r p o r a t i o n t r e a t m e n t f o r t h e c u r r e n t y e a r and a l l r e q u i r e m e n t s u n d e r t h e I n t e r n a l Revenue Code f o r t h i s t r e a t m e n t have been f u l f i l l e d . A c c o r d i n g l y , t h e Company i s n o t r e q u i r e d t o pay f e d e r a l income t a x e s on t h e c u r r e n t y e a r ' s p r o f i t s . Instead, a p p l i c a b l e t a x e s w i l l be p a i d by t h e s h a r e h o l d e r s a s i n d i v i d u a l s , even though t h e y may n o t have been d i s t r i b u t e d . \ClPKll1HflYtR d (0 Cerl~fledPubl~cAccountants 11. +?Or" { > k t 1 0 - -- - Q I I I K L Y F.lANlJF'ACTlJKIN(~ COMPANY, INC. ACCOUNTANTS' REVIEW REPORT EXHIBITS S t a t e m e n t s of F i n a n c i a l P o s i t i o n Statements of Operations Statement of S h a r e h o l d e r s ' E q u i t y S t a t e m e n t s o f Changes i n F i n a n c i a l P o s i t i o n EXHIBIT "A" EXHIBIT "B" EXHIBIT "C" EXHIBIT 'ID" NOTES TO FINANCIAL STATEMENTS .,HEDULES P r o p e r t y , P l a n t & Equipment Mortgages & Note P a y a b l e Accrued Expenses Accrued Taxes Sales F a c t o r y Overhead S e l l i n g Expenses A d m i n i s t r a t i v e Expenses O t h e r Income & E x p e n s e s F i v e Year S t a t e m e n t s of O p e r a t i o n s SCHEDULE 1 SCHEDULE 2 SCHEDULE 3 SCHEDULE 4 SCHEDULE 5 SCHEDULE 6 SCHEDULE 7 SCHEDULE 8 SCHEDULE 9 SCHEDULE 10 Cerlif~edPubltc Accounlants Akron. O h l o - March 27, 1980 Quikey Manufacturing Company, Inc. 1500 Industrial Parkway Akron, Ohio 44310 Gent lemen: We have reviewed the accompanying statement of financial position of Quikey Manufacturing Company, Inc. as of December 31, 1979, and the related statements of operations, shareholders' equity, and changes in financial position for the year then ended, in accordance with standards established by the American Institute of Certified Public Accountants. All information included in these financial statements is the representation of the management of Quikey Manufacturing Company, Inc. A review consists principally of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an examination in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with generally accepted accounting principles. The financial statements of Quikey Manufacturing Company, Inc. for the year ended December 31, 1978, which are presented for comparative purposes only, were reported upon by us in accordance with standards then in effect and our report dated May 22, 1979, stated that we had not audited those financial statements and, accordingly, did not express an opinion on them. We will be pleased to discuss the financial statements with you at your convenience. Very truly yours, James 0 Parker . (;ail R M c C ~ i r ~ e Sflorge R iielr:ck . - John C Blickle . W~lliamt V~elhaber . Llondld A ~ c s k o Charles E Wolle Princ~pai - Charlps K Sorh~nR e l ~ r e d James E Thayer Rntlred Q I J I K E Y MAN1JE'tZC'TUIII NC; C O M P A N Y , INC . STATEMENTS OF FINANCIAL POSITION EXHIBIT "A" ASSETS DECEMBER 31, 1979 1978 CURRENT ASSETS Cash Accounts R e c e i v a b l e Account R e c e i v a b l e - O t h e r Advances t o E m p l o y e e s Inventories P r e p a i d Expenses Patent TOTAL CURRENT ASSETS PROPERTY, PLANT & EQUIPMENT - SCHEDULE 1 TOTAL ASSETS LIABILITIES & SHAREHOLDERS' EQUITY CURRENT LIABILITIES M o r t g a g e s & Note P a y a b l e - SCHEDULE % Accounts P a y a b l e Customer D e p o s i t s A c c r u e d E x p e n s e s - SCHEDULE 3 A c c r u e d T a x e s - SCHEDULE 4 TOTAL CURRENT LIABILITIES LONG-TERM LIABILITIES M o r t g a g e s & Note P a y a b l e 398,724 - SCHEDULE 2 TOTAL LIABILITIES 4'36,536 SHAREHOLDERS ' EQUITY - EXHIBIT "C" TOTAL LIABILITIES & SHAREHOLDERS' EQUITY The Accompanying N o t e s Are An I n t e g r a l P a r t O f T h e s e S t a t e m e n t s S e e Accounr a n t s ' Review R e p o r t )L)QkIiI 1 nlrr t r: d ((;i Certrfied Publrc Accountnnls 1" ., > > - - ()L21KLY ILlhNUFtlC'I'UKING COMPANY, I N C . STA'I'EMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 3 1 , 1979 AMOUNT 1078 NET SALES AMOUNT NET SALES NET SALES - SCHEDULE 5 COST OF GOODS SOLD Beginning M a t e r i a l Inventory Purchases Freight I n Less: Ending M a t e r i a l Inventory 77,892 762,233 10,254 1.8 17.5 .2 63,029 682,669 8,760 1.7 18.0 .2 850,379 19.5 754,458 19.9 124,360 2.9 77,892 2.1 862,143 19.7 734,515 19.4 955,877 21.9 839,028 22.1 963,409 22.0% 842,832 22.2% M a t e r i a l Cost D i r e c t Labor F a c t o r y O v e r h e a d - SCHEDULE 6 B e g i n n i n g Work i n P r o c e s s Inventory Less: E n d i n g Work i n Process Inventory COST OF GOODS I"IA~VFACTURED B e g i n n i n g F i n i s h e d Goods Inventory Less: Ending Finished Goods I n v e n t o r y GROSS PROFIT SELLING & ADMINISTRATIVE EXPENSES S e l l i n g E x p e n s e s - SCHEDULE 7 Administrative Expenses SCHEDlJLE 8 TOTAL SLL.LZNG & ADMINISTRATIVF EXPENSES OPEFATING PROFIT NET OTHER INCOPE - SCHEDULE 9 NET INCOME - EXHIBITS "C" h "Dl1 $ $ EARNINGS PER SHARE T h e z l c t o r n p a n y i n g N o t e s A r e An I n t e g r a l P a r t O f T h e s e S t a t e m e n t s See A c c o u n t a n t s ' R e v i e w K e p o r t - -- - - - - - QIJI K E Y MANIJFACTUKING COMPANY, I N C . STATEMENT O F S H A R E H O L D E R S ' E Q U I T Y E X H I B I T "C" F O R THE Y E A R S ENDED DECEMBER 31, 1 9 7 8 AND 1 9 7 9 COM31ON STOCK TOTAL SHARES RETAINED SHAREHOLDERS ' ISSUED AMOUNT EARNINGS EQUITY BALANCE - JANUARY 1 , 1 9 78 ADD : N E T I N C O P E - E X H I B I T "B" DEDUCT : D i s t r i b u t i o n s to Shareholders BALANCE - DECEMBER 3 1 , 1 9 7 8 E X H I B I T "A" ADD : NET INCOME - - E X H I B I T "B" EDUCT : D i s t r i b u t i o n s to S h a r e h o l d e r s BALANCE - DECEMBER 3 1 , 1 9 7 9 E X H I B I T "A" C o m m o n s t o c k i s w i t l - r o u t p a r v a l u e and 1,000 s h a r e s have b e e n a u t h o r i z e d 'The A c c o m p a n y i n g N o t e s A r e A n I n t e g r a l P a r t O f r h e s e S t a t e m e n t s See A c t aunt a n t s ' R e v i e w R e p o r t - - -- QUIKEY MANUFAC'I'IJRING COMPANY, INC. STATEMENTS OF CHANGES I N F I N A N C I A L POSITION EXHIBIT "D" SOURCES & APPLICATIONS OF WORKING CAPITAL FOR THE YEARS ENDED DECEMBER 3 1 , 1 979 1978 SOURCES OF WORKING CAPITAL NET INCOME - EXHIBIT "B" Add: I t e m Not R e q u i r i n g a n O u t l a y o f Working C a p i t a l : Depreciation L e s s : I t e m Not R e s u l t i n g i n W o r k i n g Capital: G a i n on D i s p o s a l o f Equipment TOTAL PROVIDED FROM OPERATIONS P r o c e e d s from S a l e of Equipment P r o c e e d s o f Long-Term L i a b i l i t i e s I'OTAL SOURCES OF WORKING CAPITAL I 1 APPLICATIONS OF WOKKING CAPITAL Distributions t o Shareholders P u r c h a s e o f P r o p e r t y , P l a n t & Equipment R e t i r e m e n t o f Long-Term L i a b i l i t i e s TOTAL APPLICATIONS OF WORKING CAPITAL INCREASE (DECREASE) I N WORKING CAPITAL T h e A c c o m p a n y i n g N o t e s A r e An I n t e g r a l P a r t O f 'These S t a t e m e n t s See A c c o u n t a n t s f Review Report I - _l__ QUIKEY MANUFACTI' YG COMPANY, INC 1 . STATEMENTS OF CHANGES I N FINANCIAL POSITION ANALYSIS OF WORKING CAPITAL 1979 DECEMBER 3 1 , 1978 1977 CIJKRENT ASSETS Cash Accounts Receivable Account R e c e i v a b l e - O t h e r Advances t o Employees Inventories Prepaid Expenses Patenr TOTAL CURKENT ASSETS CURRENT LIABILITIES Mortgages & Note Payable Accounts Payable Customer D e p o s i t s Accrued Expenses Accrued Taxes TOTAL CURRENT L I A B I L I T I E S WORKING CAPITAL INCREASE (DECREASE) CURRENT RATIO T h e A c c o m p a n y i n g Notes A r e An I n t e g r a l P a r t Of T h e s e S t a t e m e n t s See A c c o u n t a n t s ' Review Report INCREASE (DECREASE) 1 97 9 1978 QUTKEY INNUFACTUKING COMPANY, ZNC NOTES TO FINANCTAI, STA'TEYENTS I)ECEMt~k:II 31 , 1 9 7 9 .-, NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the Company's significant accounting policies, consistently applied in the preparation of the accompanying financial statements follows: a. Manufacturing Inventory The Company values its raw materials inventory at the lower of cost or market and work in process and finished goods inventories at standards which fairly represent cost. Cost is determined on the first-in, first-out basis. A summary of inventories by major classification is as follows: DECEMBER 31, 1979 1978 Raw Materials Work in Process Finished Goods Manufacturing Supplies TOTAL b. Plant -Property, - & Equipment Property, plant, and equipment consists of the £01 lowing: DECEMBER 31, 1979 1978 COST Land Building Building Improvements ~achinery & Equipment Molds Dipping Forms 6 Racks Wood Blocks Furniture & Fixtures Delivery Equipment Less: Accumulated Depreciat ion \ ~ l k V ll f l f l ~ ' [ L l ( ~ ( , Cerlilieo Public Accounla~ir, \":<Oh1 0 1 1 0 544,624 508,382 ()U IKEY ~ 1 A N U E " I C r I ' L ~ K I NCOMPANY, ~~ ZNC. NOTES TO FINANCIAL STATEFIENTS DECEMBER 3 1 , 1 9 7 9 (Continued) -. NOTE 1 : SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ( ~ o n t . ) b. P r o p e r t y , P l a n t & Equipment ( c o n t . ) D e p r e c i a t i o n h a s been p r o v i d e d u s i n g t h e s t r a i g h t - l i n e and a c c e l e r a t e d m e t h o d s of a c c o u n t i n g i n o r d e r t o r e l a t e t h e c o s t of depreciable a s s e t s t o operations over t h e i r estimated s e r v i c e l i v e s . D e p r e c i a t i o n f o r t h e y e a r s ended December 3 1 , 1 9 7 9 a n d 1 9 7 8 , t o t a l l e d $ 7 4 , 5 0 6 and $ 6 5 , 6 2 9 , r e s p e c t i v e l y . c. Bad Debt P r o c e d u r e Bad d e b t s a r e a c c o u n t e d f o r on t h e s p e c i f i c w r i t e - o f f m e t h o d . T h e r e f o r e , bad d e b t s a r e c h a r g e d a g a i n s t o p e r a t i o n s when t h e y a r e d e t e r m i n e d t o be u n c o l l e c t i b l e . NOTE 2 : PROVISIONS OF LONG-TERM BORROWING AGREEMENTS The Company i s l i a b l e on a m o r t g a g e l o a n from F i r s t N a t i o n a l Bank f o r $ 2 2 , 6 9 1 a t December 3 1 , 1 9 7 9 . M o n t h l y payments o f $ 6 0 0 i n c l u d i n g i n t e r e s t a t 7 . 7 5 % a r e r ~ q u i r e d . T h i s l o a n m a t u r e s i n 1983 and is s e c u r e d by t h e p r e m i s e s o n Home Avenue i n A k r o n , O h i o . The Company i s a l s o l i a b l e t o F i r s t N a t i o n a l Bank f o r a n u n s e c u r e d f i v e y e a r t e r m l o a n w i t h a n a n n u a l i n t e r e s t r a t e a t 9 % . The b a l a n c e a t December 3 1 , L979. i s $ 2 7 , 7 4 3 . M o n t h l y payments o f $ 7 2 7 i n c l u d i n g i n t e r e s t a r e r e q u i r e d , and t h e l o a n m a t u r e s i n 1983. I I i I I I NOTE 3 : EARNINGS PER SHARE I Net income p e r s h a r e i s b a s e d on t h e w e i g h t e d a v e r a g e number o f s h a r e s o f common s t o c k o u t s t a n d i n g d u r i n g e a c h y e a r . 1 NOTE 4 : SUBCHAPTER S ELECTION 1 By unanimous c o n s e n t , t h e s h a r e h o l d e r s of t h e Company h a v e e l e c t e d t a x - o p t i o n c o r p o r a t i o r i t r e a t m e n t f o r t h e c u r r e n t y e a r and a l l r e q u i r e m e n t s u n d e r t h e I n t e r n a l Revenue Code f o r t h i s t r e a t m e n t h a v e b e e n f u l f i l l e d . A c c o r d i n g l y , t h e Company i s n o t r e q u i r e d t o p a y f e d e r a l income t a x e s on t h e c u r r e n t y e a r ' s p r o f i t s . Instead, a p p l i c a b l e t a x e s w i l l b e p a i d by t h e s h a r e h o l d e r s a s i n d i v i d u a l s , e v e n 1 t h o u g h t h e y may n o t h a v e b e e n d i s t r i b u t e d . C%il 1 tltl I ;k u" 2 3 CerOlird Puhlrc Accounlanis *- . -- QUIKEY MANUFACTURING COMPANY, INC. INDEX LETTER OF TRANSMITTAL EXHIBITS Statements of Financial position Statements of Operations Statement of Shareholders1 Equity Statements of Changes in Financial Position EXHIBIT EXHIBIT EXHIBIT EXHIBIT "A" "B" "C" "D" NOTES TO FINANCIAL STATEMENTS EDULES Inventories Property, Plant & Equipment Mortgages & Note Payable Accrued Expenses Accrued Taxes Sales Factory Overhead Selling Expenses Administrative Expenses Other Income & Expenses Five Year Statements of Operations SCHEDULE 1 SCHEDULE 2 SCHEDULE 3 SCHEDULE 4 SCHEDULE 5 SCHEDULE 6 SCHEDULE 7 SCHEDULE 8 SCHEDULE 9 SCHEDULE 10 SCHEDULE 11 Cerl~lierlP~lblicA r ~ o ~ ! r ~ t i l r ) l s Akron. Ohlo May 22, 1979 Quikey Manufacturing Company, Inc. 1500 Industrial Parkway 44310 Akron, Ohio Gentlemen: The accompanying statements of financial position of Quikey Manufacturing Company, Inc. as of December 31, 1978 and 1977, and the related statements of operations, shareholders' equity, and changes in financial position for the years then ended were not audited by us and accordingly we do not express an opinion on them. We will be pleased to discuss the financial statements with you at your convenience. Very truly yours, J~~~~ D parker . Carl A McGune . George H Helrtck . John C Bl~ckle W~lllarrE Vlelhaber Charles K Sorktn Rrl~red Donald A Jesko James E Thayer Ael~red Charles E Wdfe. Pr~nc~pal -- - --- --- QUIKEY MANUFACTURING COMPANY, INC. STATEMENTS OF FINANCIAL POSITION EXHIBIT "A" ASSETS DECEMBER 3.1, 1978 1977 CURRENT ASSETS Cash Accounts Receivable Account R e c e i v a b l e - I n t e r n a l Revenue S e r v i c e Advances t o Employees I n v e n t o r i e s - SCHEDULE 1 Prepaid Expenses TOTAL CURRENT ASSETS PROPERTY, PLANT & EQUIPMENT - SCHEDULE 2 TOTAL ASSETS LlABILITIES & SHAREHOLDERS EQUITY CURRENT L.IABILIT1ES M o r t g a g e s & N o t e P a y a b l e - SCHEDULE 3 Accounts Payable Customer D e p o s i t s A c c r u e d E x p e n s e s - SCHEDULE 4 A c c r u e d T a x e s - SCHEDULE 5 TOTAL CURRENT LIABILITIES LONG-TERM LIABILITIES Mortgages & Note Payable - SCHEDULE 3 TOTAL LIABILITIES SHAREIIOLDERS1 EQUITY - EXHIBIT "C" TOTAL LIABIL,ZTIES & SHAREHOLDERS' EQUITY The A c c o m p a n y i n g N o t e s A r e An I n t e g r a l P a r t Of T h e s e S t a t e m e n t s Prepared Without Audit STATEMENTS OF OPERATIONS EXHIBIT "B" FOR THE YEARS ENDED DECEMBER 3 1, 1978 1977 % TO NET SALES - SCHF~DULE6 AMOUNT NET SALES $3,795,243 100.0% AMOUNT $3,238,875 % TO NET SALES 100.0% COST OF GOODS SOLD Beginning Material Inventory Purchases Freight In Less: Ending Material Inventory Material Cost Direct Labor Factory Overhead - SCHEDULE 7 Beginning Work in Process Inventory Less: Ending Work in Process Inventory COST OF GOODS MANUFACTURED Beginning Finished Goods Inventory Less: Ending Finished Goods Inventory TOTAL COST OF GOODS SOLD GROSS PROFIT SELLING & ADMINISTRATIVE EXPENSES Selling Expenses - SCHEDULE 8 Administrative Expenses SCHEDULE 9 TOTAL SELLING & ADMINISTRATIVE EXPENSES OPERATING PROFIT NET OTHER INCOME - SCHEDULE 10 NET INCOME - EXHIBITS "C" EARNINGS PER SHARE & "D" 734,515 19.4 654,923 20.2 839,028 22.1 751,792 23.2 3,804 $ 842,832 -- $ 1,296.67 .1 -22.2% - $ 2,131 -.1 753,923 -- 23.3% $ 1,159.88 The Accompanying Notes Are An Integral Part Of These Statements Prepared Without Audit soRnrnTtimR~r (O Certriled Pohl~cAccounlnnls # A W S , ~ * l 0 1 1 fl -- -- Q U I K E Y MANUFACTIJKLNG COMPANY, INC. STATEMENT OF SHAKEMOLDEKS'EQUITY EXHIBIT "C" FOR THE YEARS ENDED DECEMBER 31, 1 9 7 7 AND 1 9 7 8 COMMON STOCK TOTAL SHARES RETAINED SHAREHOLDERS' ISSUED AMOUNT EARNINGS EQUITY BALANCE - JANUARY 1 , 1 9 7 7 Deduct : P r i o r Period Adjustment t o Reflect Accrual of Personal Property, Real E s t a t e & F r a n c h i s e Taxes BALANCE AS RESTATED Add : NET INCOME - EXHIBIT "B" Deduct : Distributions t o Shareholders BALANCE - DECEMBER 3 1 , 1 9 7 7 EXHIBIT "A" Add : NET INCOME - EXHIBIT "B" Deduct : ~ i s t r i b u t i o n st o S h a r e h o l d e r s BALANCE - DECEMBER. 3 1 , 1 9 7 8 EXHIBIT "A" - The A c c o m p a n y i n g N o t e s Are An I n t e g r a l P a r t O f T h e s e S t a t e m e n t s Prepared Without Audit -- - - -- - - - QUlKEY MANUFACTUKINC COMPANY, LNC. STATEMENTS OF CHANGES IN FINANCIAL POSITION EXHIBIT "D" SOURCES & APPLICATIONS OF WORKING CAPITAL FOR THE YEARS ENDED DECEMBER 31, 1978 1977 SOURCES OF WORKING CAPITAL NET INCOME - EXHIBIT "B" Add: Expenses Not Requiring an Outlay of Working Capital: Depreciation Loss on Sale of Equipment Less: Gain on Sale of Equipment TOTAL PROVIDED FROM OPERATIONS Proceeds from Sale of Equipment Proceeds of Long-Term Liabilities Decrease in Working Capital -- AL SOURCES OF WORKING CAPITAL APPLICATIONS OF WORKING CAPITAL Purchase of Plant & Equipment Distributions to Shareholders Prior Period Adjustment Retirement of Long-Term Liabilities Increase in Working Capital TOTAL APPLICATIONS OF WORKING CAPITAL The Accompanying Notes Are An Integral Part Of These Statements Prepared Without Audit Certified Public Accountants AKflON 01110 - --- QUIKEY MANUFA,' RING COMPANY, INC. STATEMENTS OF CHANGES IN FINANCIAL POSITION ANALYSIS OF WORKING CAPITAL DECEMBER 31, 1977 1976 CURRENT ASSETS Cash Accounts Receivable Account Receivable - Internal Zevenue Service Advances to Employees Inventories Prepaid Expenses TOTAL CURRENT ASSETS $$ C CURRENT LIABILITIES Mortgages & Note Payable Accounts Payable Customer Deposits Accrued Expenses Accrued Taxes TOTAL CURRENT LIABILITIES WORKING CAPITAL CURRENT RATIO The Accompanying Notes Are An Integral Part Of These Statements Prepared Without Audit INCREASE (DECREASE) 1977 1978 ---- - (IUJKEY MANUFACTURING COMPANY, INC. NOTES T O F I N A N C I A L STATEMENTS DECEMBER 31, 1978 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the company's significant accounting policies, consistently applied in the preparation of the accompanying financial statements follows: a. Manufacturing Inventory The Company values its raw materials inventory at the lower of cost or market and work in process and finished goods inventories at standards which fairly represent cost. Cost is determined on the first-in, first-out basis. A summary of inventories by major classification is as follows: DECEMBER 31, 1978 1977 Raw Materials Work in Process Finished Goods Manufacturing Supplies TOTAL b. Property, Plant & Equipment Property, plant, and equipment consists of the following: DECEMBER 31, 1978 1977 COST Land Building Building Improvements Machinery & Equipment Molds Dipping Forms & Racks Wood Blocks Furniture & Fixtures Delivery Equipment Less: Accumulated Depreciation SORKI1,TtlAYf R B (0 Cerlflted Pubhc Accountanfs AKfl'iN 01410 855,560 508,382 766,154 446,553 -- -- - - - -- ---- - - - ---- - -- Q U T K k : Y MANUFACTURING COMPANY, INC. NOTES TO FINANCIAL STATEEfENTS DECEMBER 3 1 , 1978 (Continued) NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ( ~ o n t . ) b. P r o p e r t y , P l a n t & Equipment ( c o n t . ) D e p r e c i a t i o n h a s b e e n p r o v i d e d u s i n g t h e s t r a i g h t - l i n e and a c c e l e r a t e d methods of a c c o u n t i n g i n o r d e r t o r e l a t e t h e c o s t o f depreciable a s s e t s t o opera+ions over t h e i r estimated s e r v i c e lives. D e p r e c i a t i o n f o r t h e y e a r s ended December 31, 1978 and 1 9 7 7 , t o t a l l e d $65,629 and $57,648, r e s p e c t i v e l y . NOTE 2: EARNINGS PER SHARE Net income p e r s h a r e i s based on t h e w e i g h t e d a v e r a g e number o f s h a r e s o f common s t o c k o u t s t a n d i n g d u r i n g e a c h y e a r . NOTE 3: PROVISIONS OF LONG-TERM BORROWING AGREEMENTS The Company i s l i a b l e t o F i r s t N a t i o n a l Bank on a mortgage l o a n f o r t h e amount o f $10,166 on December 3 1 , 1978. The Company i s r e q u i r e d t o make monthly payments of $960 i n c l u d i n g i n t e r e s t a t 7.75%. I n a d d i t i o n , t h e Company i s l i a b l e on a mortgage l o a n from F i r s t N a t i o n a l Bank f o r $27,912 on December 3 1 , 1978. Monthly payments o f $600 i n c l u d i n g i n t e r e s t a t 7.75% a r e r e q u i r e d . The Company i s a l s o l i a b l e t o F i r s t N a t i o n a l Bank f o r a n u n s e c u r e d f i v e y e a r term l o a n w i t h an a n n u a l i n t e r e s t r a t e a t 9%. The b a l a n c e a t December 3 1 , 1978, i s $33,641. NOTE 4: SUBCHAPTER S ELECTION By unanimous c o n s e n t , t h e s h a r e h o l d e r s o f t h e Company have e l e c t e d t a x - o p t i o n c o r p o r a t i o n t r e a t m e n t f o r t h e c u r r e n t y e a r and a l l r e q u i r e m e n t s u n d e r t h e I n t e r n a l Revenue Code f o r t h i s t r e a t m e n t have been f u l f i l l e d . A c c o r d i n g l y , t h e Company i s n o t r e q u i r e d t o pay f e d e r a l income t a x e s on t h e c u r r e n t y e a r ' s p r o f i t s . Instead, a p p l i c a b l e t a x e s w i l l be p a i d by t h e s h a r e h o l d e r s a s i n d i v i d u a l s , e v e n though t h e y may n o t have been d i s t r i b u t e d . \ORKIU.ltlflT€RCf (0 Cerlified Public Accounlanls AK1tON O k i 1 0 NOTES TO FINANCIAL STATEMENTS DECEMBER 3 1 , 1 9 7 8 (Continued) NOTE 5 : PRIOR PERIOD ADJUSTMENT The p r e v i o u s p o l i c y o f t h e Company had been t o expense r e a l e s t a t e , p e r s o n a l p r o p e r t y , and s t a t e f r a n c h i s e t a x e s i n r e l a t i o n t o t h e c a l e n d a r y e a r s f o r which t h e t a x a s s e s s m e n t s a p p l i e d . However, e f f e c t i v e r e t r o a c t i v e l y t o J a n u a r y 1 , 1977, t h e p o l i c y was changed t o r e l a t e t h e s e e x p e n s e s t o t h e f i s c a l y e a r upon which t h e y a r e based. A s s u c h , a n a d j u s t m e n t was made a t t h a t d a t e t o i n c r e a s e a c c r u e d r e a l e s t a t e t a x by $ 3 , 5 2 8 , a c c r u e d p e r s o n a l p r o p e r t y t a x by $ 9 , 7 8 9 , and A c o r r e s p o n d i n g c h a r g e was made t o a c c r u e d f r a n c h i s e t a x by $26,721. r e t a i n e d e a r n i n g s o f $40,038. The f i n a n c i a l s t a t e m e n t s f o r t h e y e a r ended 1977 were r e s t a t e d t o r e f l e c t t h i s change and t h e e f f e c t was t o r e d u c e income by $17,273. NOTE 6 : RECLASSIFICATION C e r t a i n r e c l a s s i f i c a t i o n s have been made i n t h e 1977 f i n a n c i a l s t a t e m e n t s t o conform t o t h e 1978 p r e s e n t a t i o n s . Cerlified Public Accountanls AKRON 0t110