Deferred Income Taxes. The term "Deferred Income Taxes" shall mean the deferred tax assets and liabilities required to be recorded under GAAP to reflect the tax effect of temporary differences between the financial statements carrying values and the tax bases of assets and liabilities. EXECUTED as of the date first written above. GENERAL ROOFING SERVICES, INC. By: /S/ Gregx Xxxxxxx ------------------------------ Gregx Xxxxxxx, Xxesident ADVANCED ROOFING, INC. By: /s/ ------------------------------
Deferred Income Taxes. 22 LIST OF EXHIBITS Exhibit A - Stockholders Exhibit B - Escrow Agreement Exhibit C - Lock-Up Agreement Exhibit D - Representations and Warranties of the Company and the Stockholders Exhibit E - Representations and Warranties of each Stockholder Exhibit F - Representations and Warranties of GRS Exhibit G - Employment Agreement for Robexx Xxxxxxxxxx Xxhibit H - Noncompetition Agreement for Deboxxx Xxxxxxxxxx Xxhibit I - Real Estate Lease Exhibit J - Opinion of Bakex & XcKexxxx Xxhibit K - Opinion of Tripx, Xxxxx, Xxnkxxx & Xmitx STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as of May 20, 1998, by and among (i) General Roofing Services, Inc., a Florida corporation (the "Buyer" or "GRS"),(ii) Advanced Roofing, Inc., a Florida corporation (the "Company"), and (iii) all of the stockholders of the Company (the "Stockholders").
Deferred Income Taxes. The term "Deferred Income Taxes" shall mean the deferred tax assets and liabilities required to be recorded under GAAP to reflect the tax effect of temporary differences between the financial statements carrying values and the tax bases of assets and liabilities. EXECUTED as of the date first written above. GENERAL ROOFING SERVICES, INC. By: /s/ Gregx Xxxxxxx --------------------------------- Gregx Xxxxxxx, Xxesident BLACXXXXX & XUCKXXX XXXFING, INC. By: /s/ Stepxxx Xxxxxxx --------------------------------- Stepxxx Xxxxxxx President STOCKHOLDER: /s/ Stepxxx Xxxxxxx ------------------------------------ Stepxxx Xxxxxxx /s/ Leslxx Xxxxxxx ------------------------------------ Leslxx Xxxxxxx /s/ Donaxx Xxxxxx ------------------------------------ Donaxx Xxxxxxx EXHIBIT A Percentage Number of Shares of Company (%) of Name Common Stock Purchased Ownership ---- ---------------------- --------- Stepxxx X. Xxxxxxx.......................................9,880 34.05% Donaxx X. Xxxxxxx........................................9,728 33.53% Leslxx X. Xxxxxxx........................................4,861 16.75% Marixxx Xxxxxxx..........................................4,545 15.67% Total..........................................29,014 100% EXHIBIT D
Deferred Income Taxes. All receivables and credits attributable to Seller’s income Taxes;
Deferred Income Taxes. Represents an adjustment to deferred income taxes, which was calculated using a blended 24.75% U.S. federal, state and local statutory tax rate, net of federal tax benefit, multiplied by the fair value adjustments made to assets acquired and liabilities assumed, excluding goodwill, as calculated below (in thousands): Intangible assets identified $ 201,000 Historic tax basis of intangible assets (113,816 ) Increase in intangible assets not deductible 87,184 Increase in fair value of inventory acquired 1,455 Total fair value adjustment 88,639 Blended U.S. federal, state and local statutory tax rate, net of federal tax benefit 24.8 % Pro forma deferred income tax adjustment $ 21,938
Deferred Income Taxes. The adjustment reflects the recognition of $0.6 million as a deferred tax asset related to the $1.6 million in transaction fees that will be amortized for tax purposes. The offset to the deferred tax asset is a reduction in income taxes receivable.
Deferred Income Taxes. 19 LIST OF EXHIBITS Exhibit A - Shareholder Exhibit B - Escrow Agreement Exhibit C - Lock-Up Agreement Exhibit D - Representations and Warranties of the Companies and the Shareholder Exhibit E - Representations and Warranties of the Shareholder Exhibit F - Representations and Warranties of GRS STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as of May 25, 1998, by and among (i) General Roofing Services, Inc., a Florida corporation (the "Buyer" or "GRS"),(ii) GRI of South Florida, Inc., GRI of Orlando, Inc., GRI of West Florida, Inc., Dakota Leasing, Inc. and General Roofing Acquisition Corp., each a Florida corporation (collectively, the "Companies" and individually, a "Company"), and (iii) the sole shareholder of each of the Companies (the "Shareholder").
Deferred Income Taxes. The term "Deferred Income Taxes" shall mean the deferred tax assets and liabilities required to be recorded under GAAP to reflect the tax effect of temporary differences between the financial statements carrying values and the tax bases of assets and liabilities. * * * * * [remainder of page intentionally left blank] EXECUTED as of the date first written above. GENERAL ROOFING SERVICES, INC. By:/s/ Gregx X. Xxxxxxx ---------------------------------------- Gregx X. Xxxxxxx, Xxesident GRI OF WEST FLORIDA, INC. By:/s/ Gregx X. Xxxxxxx ---------------------------------------- Gregx X. Xxxxxxx, Xxesident DAKOTA LEASING, INC. By:/s/ Gregx X. Xxxxxxx ---------------------------------------- Gregx X. Xxxxxxx, Xxesident GENERAL ROOFING ACQUISITION CORP. By:/s/ Gregx X. Xxxxxxx ---------------------------------------- Gregx X. Xxxxxxx, Xxesident GRI OF SOUTH FLORIDA, INC. By:/s/ Gregx X. Xxxxxxx ---------------------------------------- Gregx X. Xxxxxxx, Xxesident GRI OF ORLANDO, INC. By:/s/ Gregx X. Xxxxxxx ---------------------------------------- Gregx X. Xxxxxxx, Xxesident SHAREHOLDER: /s/ Gregx X. Xxxxxxx ------------------------------------------- Gregx X. Xxxxxxx EXHIBIT A Shares of Common Name of Company Stock Outstanding --------------- ----------------- GRI of South Florida, Inc...........................................100 GRI of Orlando, Inc.................................................100 GRI of West Florida, Inc............................................500 Dakota Leasing, Inc.................................................500 General Roofing Acquisition Corp....................................500 EXHIBIT D
Deferred Income Taxes. 178,688 130,735 TOTAL ASSETS ........................................................ $ 49,120,147 ----------- $41,192,333 LIABILITIES AND SHAREHOLDERS' EQUITY ============ =========== CURRENT LIABILITIES: Short term notes payable to banks .................................. $ 296,230 Customer deposits .................................................. Total current liabilities ........................................ 114,738 ------------ 3,597,307 121,358 ----------- 2,208,294 DEFERRED INCOME TAXES ............................................... 78,220 UNEARNED SERVICE REVENUES -- less current portion ................... 31,905 44,628 COMMITMENTS AND CONTINGENCIES (Note 9) SHAREHOLDERS' EQUITY: Class A preferred stock -- par value $.001, 10,000,000 shares authorized, no shares issued and outstanding ..................... Common stock -- par value $.001, 20,000,000 shares authorized, 11,048,137 and 9,919,000 issued; 11,008,137 and 9,919,000 outstanding ...................................................... 11,048 9,919 Additional paid-in capital ......................................... 47,520,732 36,502,004 Retained earnings (accumulated deficit) ............................ (1,912,829) 3,018,265 Common stock in treasury, at cost -- 40,000 shares in 1998 ......... (150,625) ------------ ----------- Total shareholders' equity ....................................... 45,375,391 38,939,411 ------------ ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .......................... $ 49,120,147 $41,192,333 ============ =========== See notes to consolidated financial statements. FARO TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS SALES ..................................... $ 27,514,699 $23,516,385 $14,656,337 COST OF SALES ............................. Gross profit ........................... OPERATING EXPENSES: 11,291,313 ------------ 16,223,386 ------------ 9,610,838 ----------- 13,905,547 ----------- 6,486,268 ----------- 8,170,069 ----------- Selling .................................. 9,960,914 5,676,113 3,731,762 General and administrative ............... 3,161,599 1,519,657 744,206 Depreciation and amortization ............ 2,816,135 293,996 230,799 Research and development ................. 2,587,181 1,075,505 730,124
Deferred Income Taxes. 21 LIST OF EXHIBITS Exhibit A - Stockholders Exhibit B - Escrow Agreement Exhibit C - Lock-Up Agreement Exhibit D - Representations and Warranties of the Company and the Stockholders Exhibit E - Representations and Warranties of each Stockholder Exhibit F - Representations and Warranties of GRS Exhibit G - Employment Agreement for Stepxxx Xxxxxxx Xxhibit H - Employment Agreement for Donaxx Xxxxxxx Xxhibit I - Noncompetition Agreement for Leslxx Xxxxxxx Xxhibit J - Noncompetition Agreement for Marixxx Xxxxxxx Xxhibit K - Opinion of Bakex & XcKexxxx Xxhibit L - Opinion of Dale & Xke P.C.
