Stock Acquisition Agreement between Xtreme Companies, Inc., Marine Holdings, Inc., and Shareholders

Contract Categories: Business Finance › Purchase Agreements
Summary

This agreement, effective February 28, 2006, is between Xtreme Companies, Inc., Marine Holdings, Inc. (d/b/a Challenger Offshore), and the shareholders of Marine Holdings, Inc. Xtreme agrees to acquire all outstanding shares of Marine Holdings and related real estate in exchange for assuming Marine's liabilities, thereby making Marine a wholly-owned subsidiary of Xtreme. The agreement details the assets included and excluded from the sale, the process for transferring shares, and conditions that must be met before closing. Shareholders must deliver their shares and receive proof of liability relief at closing.

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EX-10.1 2 ex101.txt EXHIBIT 10.1 Exhibit 10.1 STOCK ACQUISITION AGREEMENT This Stock Acquisition Agreement (hereinafter the "Agreement") is entered into effective as of February 28, 2006 and supersedes any and all other agreements whether in writing or orally communicated, by and among Xtreme Companies, Inc., a Nevada corporation (hereinafter "Xtreme"); Marine Holdings, Inc. D/B/A Challenger Offshore, a Missouri corporation (hereinafter "Marine"), and Ronald DiBartolo and Gailynn DiBartolo, the owners of all of the outstanding shares of common stock of Marine Holdings, Inc. (hereinafter the "Shareholders of Marine"). WHEREAS, the Shareholders of Marine own all of the issued and outstanding common stock of Marine (the "Marine Common Stock"); WHEREAS, Xtreme desires to purchase all of the outstanding shares of Marine, free and clear of all debts and encumbrances of Marine owed to Sun Security Bank and to Shareholders, and WHEREAS, Xtreme desires to purchase the real estate owned by shareholders at 300 Westlink Drive in Washington, MO where Marine currently conducts its business, free and clear of all loans and encumbrances by purchasing said property for the total amount of Two million one hundred twelve thousand two hundred ninety-five dollars. ($2,112,310) WHEREAS, Xtreme desires to acquire the Marine Common Stock solely in exchange for "Liability Relief" equal to two million one hundred sixty one thousand one hundred thirty nine dollars ($2,161,139), as of February 15, 2005, and to be adjusted accordingly as of closing date for accrued interest and changes to trade payables, making Marine a wholly-owned subsidiary of Xtreme. Liability Relief shall be defined as the assumption of all Marine liabilities and the release of Shareholders of Marine from the Liabilities listed in Exhibit "B" pursuant to Section 3 of this Agreement. WHEREAS, Ronald DiBartolo and Gailynn DiBartolo, also known as Shareholders of Marine hereby agree to transfer all their shares, right and title to Marine Holdings, Inc. and the real estate at 300 Westlink Drive, Washington, MO to Xtreme under the following terms and conditions. NOW THEREFORE, for the mutual consideration set out herein and other good and valuable consideration, the legal sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Acquisition It is hereby agreed that the Marine Common Stock shall be acquired by Xtreme in exchange solely for Liability Relief equal in value to $2,161,139 as of February 15, 2005 to be adjusted accordingly as of closing date for accrued interest and changes to trade payables, as set forth on Exhibit B, attached hereto. 1.1 Assets transferred. Marine hereby agrees that Property included in the sale shall include but not be limited to the following items: (a) property including, but not limited to, boat plugs, hull and deck molds, liners and small parts molds owned by Marine Holdings as further described on Exhibit A; (b) all chattel paper of any kind or nature whatsoever, including, without limitation, all leases, rental agreements, installment sale agreements, conditional sale agreements and other chattel paper relating to or arising out of the sale, rental, lease or other disposition of any items owned by Marine; (c) all general intangibles of any kind or nature whatsoever, including, without limitation, all payment intangibles, all patents (including patent number RE36,879 dated September 26, 2000), trademarks associated with the "Challenger Offshore" name and any other trademarks owned by Marine Holdings, copyrights and other intellectual property, and all applications for, registrations of and licenses of the foregoing, all computer software, product specifications, trade secrets, licenses, trade names, service marks, goodwill, tax refunds, rights to tax refunds, franchises, rights related to prepaid expenses, rights under executory contracts, causes of action, all rights under partnership, joint venture, co-ownership, management and/or similar agreements and/or arrangements; (d) all tools, dies, jigs and other tangible personal property and all accessories and parts relating thereto; (e) all commercial tort claims; (f) all letters of credit rights; (g) all books, records, computer records, computer disks, ledger cards, programs and other computer materials, customer and supplier lists, invoices, orders and other property and general intangibles at any time evidencing or relating to any of the Collateral; (h) all accessions to any of the property described above and all substitutions, renewals, improvements and replacements of thereto; (i) the building and surrounding property located at 300 Westlink Drive, Washington, Missouri 63090; (j) all proceeds, including, without limitation, proceeds which constitute property of the types described above and any rents and profits of any of the foregoing items, whether cash or noncash, immediate or remote, including, without limitation, all income, accounts, contract rights, general intangibles, payment intangibles, chattel paper, notes, drafts, acceptances, instruments and other rights to the payment of money arising out of the sale, rental, lease, exchange or other disposition of any of the foregoing items; and (k) Any other property not listed in Exhibit G 1.2 Assets excluded. The assets listed in Exhibit G are not the property of Marine and to prevent any dispute in the future as to ownership, the Company acknowledges that the assets listed in Exhibit G are the personal property of Shareholders and are not transferred to Xtreme and are expressly excluded from the property being transferred herein. The Shareholders agree to remove the assets listed in Exhibit G from the property being acquired prior to Closing within thirty days (30). 2. Delivery of Shares Xtreme and Shareholders of Marine agree that on the Closing Date or at the Closing as hereinafter defined, certificates representing all of the Marine Common Stock and written approval from all Marine lien holders (the "Lien Holders") shall be delivered at Closing to Xtreme in exchange for documentation which provides proof of Liability Relief as described herein. Each Marine Shareholder shall execute this Agreement and a written consent to the exchange of their Marine Common Stock for the proof of Liability Relief described herein. 3. Pre-Closing Events The Closing is subject to the completion of the following: Marine and its undersigned shareholder represent and warrant that to their best information and belief, there are no known material assets or liabilities, contingent or fixed arising out of the period of time prior to the closing date other than those disclosed on Exhibits "B" and "D" attached hereto. 4. Exchange of Securities As of the Closing Date each of the following shall occur: All outstanding shares of Marine Common Stock shall be deemed, after Closing, to be owned by Xtreme. The holders of such certificates previously evidencing shares of Marine Common Stock outstanding immediately prior to the Closing Date shall cease to have any rights or liabilities with respect to such shares of Marine Common Stock. Any shares of Marine Common Stock held in the treasury of Marine immediately prior to the Closing Date shall automatically be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto; 5. Other Events Occurring at Closing Intentionally left blank. 6. Delivery of Shares On the Closing Date, Marine will cause the Shareholders of Marine to surrender certificates for cancellation representing their shares of Marine Common Stock, upon written evidence of proof of Liability Relief. 7. Representations of Private Corporation Shareholders Each Marine Shareholder hereby represents and warrants each only as to its own Marine Common Stock, effective this date and the Closing Date as follows: Except as may be noted in Exhibit "C", the Marine Common Stock is free from claims, liens, or other encumbrances, and at the Closing Date said Marine Shareholder will have good title and the unqualified right to transfer and dispose of such Marine Common Stock, Said Marine Shareholder is the sole owner of the issued and outstanding Marine Common Stock as set forth in Exhibit "C"; 8. Representations of Marine Marine hereby represents and warrants as follows, which warranties and representations shall also be true as of the Closing Date: Except as noted on Exhibit "C", the Shareholders of Marine listed on the attached Exhibit "C" are the sole owners of record and beneficially of the issued and outstanding common stock of Marine. Marine has no outstanding or authorized capital stock, warrants, options or convertible securities other than as described in the Marine Financial Statements or on Exhibit "E", attached hereto. The compiled financial statements for the period ended December 31, 2004, which have been (or will be prior dissemination of an Information Statement by Xtreme) delivered to Xtreme (hereinafter referred to as the "Marine Financial Statements") are complete and accurate and fairly present the financial condition of Marine as of the dates thereof and the results of its operations for the periods covered. There are no material liabilities or obligations known to Marine, either fixed or contingent, not disclosed in the Marine Financial Statements or in any exhibit thereto or notes thereto other than contracts or obligations in the ordinary course of business; and no such contracts or obligations in the ordinary course of business constitute liens or other liabilities which materially alter the financial condition of Marine as reflected in the Marine Financial Statements. Marine has good title to all assets shown on the Marine Financial Statements subject only to dispositions and other transactions in the ordinary course of business, the disclosures set forth herein and liens and encumbrances of record. The Marine Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Marine as of the dates thereof and the results of its operations and changes in financial position for the periods then ended. Since the date of the Marine Financial Statements for the period ending December 31, 2004, the Shareholders have no knowledge of any material adverse changes in the financial position of Marine except changes arising in the ordinary course of business, which changes will in no event materially and adversely affect the financial position of Marine. The Shareholders will cooperate with the accountants and auditors of Xtreme in completing all necessary audits and records. The Shareholders of Marine represents that it is currently a party to the following litigation and acknowledge that any award payable in any of the following lawsuits shall be the sole responsibility of the Shareholders: a. Omni Erection v. Challenger Offshore, Cause no. 04E1-AC00918, now pending in Franklin County, Missouri. This action has been settled under terms in which Shareholders shall pay to Plaintiffs in that action $10,000 in exchange for a full and final release of Marine Holdings, Inc. b. Nick Gooodrich v. Marine Holdings, Cause no. 04CV-125184. This action has been settled according to the terms of a settlement agreement, and the Shareholders agree to be solely responsible for the payment of $91,000 as described under the terms described in that agreement. If requested by the Shareholders prior to March 7, 2006, Xtreme agrees to build a standard DDC 33 Open Bow for a cost to Shareholder of $92,000 with a June 1, 2006 delivery date. c. Larry Dawson v. Marine Holdings, Inc., Cause no. 02CV-331080. This action has been settled and shareholders will be paying the settlement amount of $3,500 and obtaining a full release of Marine Holdings, Inc. d. Kenneth Barton; This is a worker's compensation claim, injury no. 03-138649. Any award payable in this action shall be the sole responsibility of Shareholders. Marine has no knowledge of any other pending litigation or, to its best information and belief, any governmental investigation or proceeding, not reflected in the Marine Financial Statements, and to its best knowledge, no litigation, claims, assessments or any governmental proceedings are threatened against Marine. Marine is in good standing in its jurisdiction of incorporation, and is in good standing and duly qualified, to do business in each jurisdiction where required to be so qualified except where the failure to so qualify would have no material negative impact on Marine. Marine has (or, by the Closing Date, will have) filed all material tax, governmental and/or related forms and reports (or extensions thereof) due through December 31, 2004 or required to be filed through December 31, 2004 and has (or will have) paid or made adequate provisions for all taxes or assessments which have become due through December 31, 2004. Xtreme will be responsible for preparation of all tax documents and the payment of taxes, if any, for the calendar year 2005. Xtreme will make available all of the books and records related to the operation of Marine prior to the date of closing to the Shareholders in reasonable times in the future at the offices of Xtreme. Marine has not materially breached any material agreement to which it is a party. Marine has previously given Xtreme copies or access thereto of all material contracts, commitments and/or agreements to which Marine is a party including all relationships or dealings with related parties or affiliates. Marine has made all material corporate financial records, minute books, and other corporate documents and records requested for review to present to management of Xtreme prior to the Closing Date, during reasonable business hours and on reasonable notice, with the exception of: a. all corporate tax returns for years prior to 2004 and financial statements relating to same years, b. real estate tax returns for prior years, c. all Marine financial records prior to 2004, d. documentation relating to the purchase of Mariah molds (including proof of purchase and the dollar amount), e. titles to all vehicles and MSO's or titles to Marine owned trailers, f. patent paperwork; and g. original signed Schoell Marine royalty agreement. Shareholders agree to provide the documentation that is in their possession listed above in subsections a through g and any other corporate documents related to Marine Holdings, Inc. that is in their possession by March 10,, 2006 at 5 pm. On March 11, 2006, the Shareholders agree that they will pay Xtreme a penalty of $1,000 per calendar day for each day Shareholders have not provided all of the documentation that is in their possession listed above. Payment of the $1,000 will be due daily. If Shareholders do not pay the penalty as due, interest of eighteen percent (18%) compounded daily will accrue and Shareholders agree that they will be responsible for all costs of Xtreme necessary to collect any outstanding penalty including costs of counsel and court costs. No action by Xtreme will be deemed a waiver of this penalty provision. The execution of this Agreement does not materially violate or breach any material agreement or contract to which Marine is a party and has been duly authorized by all appropriate and necessary corporate action under the law of the State of Missouri or other applicable law and Marine, to the extent required, has obtained all necessary approvals or consents required by any agreement to which Marine is a party. Marine will assign or transfer any and all contract rights, including licensing rights, to Xtreme. The execution of this agreement will not terminate or cause a default in any material contract or license to which Marine is a party. The Shareholders will cooperate with Xtreme in the assignment or transfer of Marine's rights to Xtreme under any contract or license. All disclosure information regarding Marine, which has been provided by Shareholders or otherwise delivered to Xtreme by Marine, for use in connection with the transaction (the "Acquisition") described herein to the best of the Shareholder's knowledge is true, complete and accurate in all material respects. 9. Representations of Xtreme Xtreme, to the best of its knowledge, hereby represents and warrants as follows, each of which representations and warranties shall continue to be true as of the Closing Date. Xtreme has the corporate power to enter into this Agreement and to perform its respective obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by the board of directors of Xtreme. The execution and performance of this Agreement will not constitute a material breach of any agreement, indenture, mortgage, license or other instrument or document to which Xtreme is a party and will not violate any judgment, decree, order, writ, rule, statute, or regulation applicable to Xtreme or its properties. The execution and performance of this Agreement will not violate or conflict with any provision of the Articles of Incorporation or by-laws of Xtreme. 10. Closing The "Closing Date" of the transactions described herein (the "Acquisition"), shall be on or about February 28, 2006. 11. Conditions Precedent to Obligations of Marine. All obligations of Marine under this Agreement are subject to the fulfillment, prior to or as of the Closing and/or the Closing Date, as indicated below, of each of the following conditions: The representations and warranties by or on behalf of Xtreme contained in this Agreement or in any certificate or document delivered pursuant to the provisions hereof shall be true in all material respects at and as of the Closing and Closing Date as though such representations and warranties were made at and as of such time. Xtreme shall have performed and complied with all covenants, agreements, and conditions set forth in, and shall have executed and delivered all documents required by this Agreement to be performed or complied with or executed and delivered by it prior to or at the Closing. On or before the Closing, the board of directors, shall have approved in accordance with applicable state corporation law the execution and delivery of this Agreement and the consummation of the transactions contemplated herein. On or before the Closing Date, Xtreme shall have delivered to Marine certified copies of resolutions of the board of directors authorizing all of the necessary and proper action to enable Xtreme to comply with the terms of this Agreement and all matters outlined herein. The Acquisition shall be permitted by applicable law. At the Closing, all instruments and documents delivered to Marine and Shareholders of Marine pursuant to the provisions hereof shall be reasonably satisfactory to legal counsel for Marine. Marine and Shareholders of Marine shall have received the advice of their tax advisor, if deemed necessary by them, as to all tax aspects of the Acquisition. Marine shall have received all necessary and required approvals and consents from required parties, its shareholders and the Lien Holders. At the Closing, Xtreme shall have delivered to Marine an opinion of its counsel dated as of the Closing to the effect that: Xtreme is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; This Agreement has been duly authorized, executed and delivered by Xtreme and is a valid and binding obligation of Xtreme enforceable in accordance with its terms; Xtreme through its board of directors and shareholders has taken all corporate action necessary for performance under this Agreement; The documents executed and delivered by Xtreme to Marine and Shareholders of Marine hereunder are valid and binding in accordance with their terms. Xtreme has the corporate power to execute, deliver and perform under this Agreement; Legal counsel of Xtreme is not aware of any liabilities, claims or lawsuits involving Xtreme except those disclosed herein. 12. Conditions Precedent to Obligations of Xtreme All obligations of Xtreme under this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions: The representations and warranties by Marine and Shareholders of Marine contained in this Agreement or in any certificate or document delivered pursuant to the provisions hereof shall be true in all material respects at and as of the Closing as though such representations and warranties were made at and as of such time. Marine shall have performed and complied with, in all material respects, all covenants, agreements, and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing; Marine shall deliver an opinion of its legal counsel to the effect that: Marine is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and is duly qualified to do business in any jurisdiction where so required except where the failure to so qualify would have no material adverse impact on Marine; This Agreement has been duly authorized, executed and delivered by Marine. The documents executed and delivered by Marine and Shareholders of Marine to Xtreme hereunder are valid and binding in accordance with their terms and vest in Xtreme all right, title and interest in and to the Marine Common Stock, which stock is duly and validly issued, fully-paid and non-assessable. Marine shall deliver a written approval of the Acquisition from the Lien Holders. 13. Indemnification Marine and Shareholders of Marine hereby agree to indemnify, hold harmless, assume, pay and/or reimburse Xtreme, its officers, directors, shareholders, employees, agents, successors, and assignees, for any and all liabilities, damages, claims, suits, judgments, costs, and expenses (including reasonable attorney's fees and court costs) directly or indirectly incurred by Xtreme as a result of any misrepresentation or omission made by Marine or the Shareholders of Marine pursuant to this Agreement. Xtreme hereby agrees to indemnify, hold harmless, assume, pay and/or reimburse Marine, its officers, directors, shareholders, employees, agents, successors, and assignees, for any and all liabilities, damages, claims, suits, judgments, costs, and expenses (including reasonable attorney's fees and court costs) directly or indirectly incurred by Marine as a result of Xtreme's or the Shareholders of Xtreme's gross negligence, or resulting from any misrepresentation or omission made by Xtreme or the Shareholders of Xtreme pursuant to this Agreement. 14. Nature and Survival of Representations All representations, warranties and covenants made by any party in this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby for one (1) year from the Closing. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement and not upon any investigation upon which it might have made or any representation, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein. 15. Documents at Closing At the Closing, the following documents shall be delivered: 15.1 Marine's Deliveries Marine will deliver, or will cause to be delivered, to Xtreme the following: A certificate executed by the President and Secretary of Marine to the effect that all representations and warranties made by Marine under this Agreement are true and correct as of the Closing, the same as though originally given to Xtreme on said date; A certificate from the jurisdiction of incorporation of Marine dated on or about the Closing to the effect that Marine is in good standing under the laws of said jurisdiction; Such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; Certified copies of resolutions adopted by the shareholders and directors of Marine authorizing this transaction; The legal opinion required by Section 12 hereof; and All other items, the delivery of which is a condition precedent to the obligations of Xtreme as set forth herein. A written approval of the Acquisition from the Lien Holders. 15.2 Xtreme's Deliveries A certificate of the President of Xtreme, to the effect that all representations and warranties of Xtreme made under this Agreement are true and correct as of the Closing; Certified copies of resolutions adopted by Xtreme's board of directors authorizing the Acquisition and all related matters described herein; Opinion of Xtreme's counsel as described in Section 11 above; Such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; All other items, the delivery of which is a condition precedent to the obligations of Marine, as set forth in Section 12 hereof. 16. Finder's Fees Marine has previously informed Xtreme that it entered into an agreement to provide a finder's fee to Mark Sage and/or the CMA Group, LLC in connection with Xtreme's purchase of Marine. Xtreme agrees to indemnify and hold Marine and/or shareholders harmless and pay on their behalf any and all costs and expenses, including reasonable attorneys fees as they are incurred in this matter and any ultimate court judgment that is rendered to Mark Sage. 17. Miscellaneous 17.1 Further Assurances At any time, and from time to time, after the Closing Date, each party will execute such additional instruments and take such action as may be reasonably requested by the other party to confirm or perfect title to any property transferred hereunder or otherwise to carry out the intent and purposes of this Agreement. 17.2 Waiver Any failure on the part of any party hereto to comply with any of its obligations, agreements or conditions hereunder may be waived in writing by the party to whom such compliance is owed. 17.3 Amendment This Agreement may be amended only in writing as agreed to by all parties hereto. 17.4 Notices All notices and other communications hereunder shall be in writing and shall be deemed to have been given if delivered in person or sent by prepaid first class registered or certified mail, return receipt requested. 17.5 Headings The section and subsection headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 17.6 Counterparts This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 17.7 Governing Law This Agreement shall be construed and enforced in accordance with the laws of the State of Missouri. 17.8 Binding Effect This Agreement shall be binding upon the parties hereto and inure to the benefit of the parties, their respective heirs, administrators, executors, successors and assigns. 17.9 Entire Agreement This Agreement and the attached Exhibits constitute the entire agreement of the parties covering everything agreed upon or understood in the transaction. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind as conditions or inducements to the execution hereof. 17.10 Severability If any part of this Agreement is deemed to be unenforceable the balance of the Agreement shall remain in full force and effect. ***** THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK ***** IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. XTREME COMPANIES, INC. By: /s/ Kevin Ryan ----------------- Name: Kevin Ryan Title: President and CEO RONALD DIBARTOLO, INDIVIDUALLY By: /s/ Ronald DiBartolo ---------------------- Name: Ronald DiBartolo Title: Marine Holdings, Shareholder GAILYNN DIBARTOLO, INDIVIDUALLY By: /s/ Gailynn DiBartolo ----------------------- Name: Gailynn DiBartolo Title: Marine Holdings, Shareholder MARINE HOLDINGS, INC. By: /s/ Ronald DiBartolo ---------------------- Name: Ronald DiBartolo Title: President EXHIBITS -------- EXHIBIT A LIST OF BOAT PLUGS, HULL AND DECK MOLDS, LINERS AND SMALL PARTS MOLDS OWNED BY MARINE HOLDINGS, INC. EXHIBIT B LIABILITIES ASSUMED AS PART OF THE TRANSACTION EXHIBIT C SHAREHOLDERS OF MARINE EXHIBIT D FINANCIALS OF MARINE EXHIBIT E CAPITALIZATION OF MARINE EXHIBIT F INTENTIONALLY LEFT BLANK EXHIBIT G LIST OF ASSETS AND EQUIPMENT RELATED TO CAT MOLDS OWNED PRIVATELY BY SHAREHOLDERS
EXHIBIT B - MARINE HOLDINGS, INC. VENDOR . . . . . . . . . . . . . . . INVOICE # DUE DATE TOTAL DUE ADVERTISING - ------------------------------------ Benne Publishing 7/31/03 thru 6/30/04 $ 6,440.00 SWBYP St. Louis 51000 $ 1,420.27 LEGAL Herzog/Crebs (S. Yost). . . . . . . 72782 11/15/2004 $ 495.04 GENERAL VENDORS Nance Marine Repair (KY-42' repairs) 1856 8/22/2004 $ 1,337.13 Plasteak . . . . . . . . . . . . . . 2012267 5/16/2004 $ 713.57 Reliable Workforce . . . . . . . . . 16612 8/28/2003 $ 445.44 TOTAL $ 10,851.45 LIMBO FILE Accuform . . . . . . . . . . . . . . 20654 10/25/2003 $ 214.82 - ------------------------------------ ---------- ----------------------- ------------- 20822 11/24/2003 $ 153.31 Dustin Grey. . . . . . . . . . . . . Various $ 3,124.24 ECCI . . . . . . . . . . . . . . . . 8126 $ 89.00 Morris & Klippel . . . . . . . . . . 11758 $ 1,622.50 Roberts, Dave $ 78.00 Spartek. . . . . . . . . . . . . . . 0120370-IN $ 247.62 St. Louis Testing. . . . . . . . . . 38590 7/3/2003 $ 375.00 TOTAL $ 5,904.49 LOANS & CREDIT CARDS Inventory Systems/Shipman $ 50,000.00 - ------------------------------------ ------------- Bank Star of Leadbelt estimated amount $ 28,250.78 Sun Security - 300 Westlink Drive. . 1951658660 approx amount $1,670,995.02 Sun Security - Molds . . . . . . . . 1951658661 approx amount $ 630,141.18 Sun Security - Ranch . . . . . . . . 1951658663 approx amount $ 413,064.66 Sun Security - Credit Line Wrap-up . 1951658662 approx amount $ 247,228.16 WIP Loans with Sun Security 1951658671 . . . . . . . . . . . . . 111 approx amount $ 87,632.00 1951658677 . . . . . . . . . . . . . 118 approx amount $ 52,574.00 1951658679 . . . . . . . . . . . . . 120 approx amount $ 52,574.00 ###-###-#### . . . . . . . . . . . . . 128 approx amount $ 65,009.00 ###-###-#### . . . . . . . . . . . . . 129 approx amount $ 63,055.00 ###-###-#### . . . . . . . . . . . . . 131 approx amount $ 50,661.00 ###-###-#### . . . . . . . . . . . . . 132 approx amount $ 54,525.25 ###-###-#### . . . . . . . . . . . . . 133 approx amount $ 57,371.00 ###-###-#### . . . . . . . . . . . . . 134 approx amount $ 9,273.00 ###-###-#### . . . . . . . . . . . . . 135 approx amount $ 24,403.00 ###-###-#### . . . . . . . . . . . . . 136 approx amount $ 9,273.00 ###-###-#### . . . . . . . . . . . . . 138-MM approx amount $ 41,688.00 ###-###-#### . . . . . . . . . . . . . 139-NN approx amount $ 101,002.00 ###-###-#### . . . . . . . . . . . . . 140-00 approx amount $ 61,000.00 ###-###-#### . . . . . . . . . . . . . 141-PP approx amount $ 101,002.00 ###-###-#### . . . . . . . . . . . . . 142-QQ approx amount $ 50,997.00 ###-###-#### . . . . . . . . . . . . . 143-RR approx amount $ 60,000.00 ###-###-#### . . . . . . . . . . . . . 145-TT approx amount $ 62,176.00 ###-###-#### . . . . . . . . . . . . . 147-VV approx amount $ 45,272.00 ###-###-#### . . . . . . . . . . . . . 149-XX approx amount $ 62,176.00 ###-###-#### . . . . . . . . . . . . . 150-YY approx amount $ 28,211.00 Bank of America Payable - 0701 balance after Feb pymt $ 4,552.10 Bank of America Payable - 0719 balance after Feb pymt $ 9,396.85 Bank of America Payable - 0735 balance after Feb pymt $ 9,322.08 Chase Payable - 2477 balance after Feb pymt $ 9,180.46 Citi Cards Payable - 9989 balance after Feb pymt $ 6,888.90 Discover Payable - 5594 balance after Feb pymt $ 10,378.41 MBNA Payable - 4346 balance after Feb pymt $ 9,587.11 MBNA Payable - 9209 balance after Feb pymt $ 17,833.36 TOTAL $4,256,693.32 GRAND TOTAL $4,273,449.26 BREAK OUT TOTAL Vendor Debt $ 16,755.94 - ------------------------------------ ----------------------- Notes Payable $ 50,000.00 - ------------------------------------ ----------------------- WIP Financing $ 1,139,874.25 - ------------------------------------ ----------------------- Sun Security Debt $ 877,369.34 - ------------------------------------ ----------------------- Property: 300 Westlink $ 2,112,310.46 - ------------------------------------ ----------------------- Credit Card Debt $ 77,139.27 - ------------------------------------ ----------------------- TOTAL $ 4,273,449.26 - ------------------------------------ -----------------------
EXHIBIT C MARINE HOLDINGS, INC. SHAREHOLDERS APPROVING/DISAPPROVING MERGER The following shareholders being all the shareholders of Marine have agreed to and accepted the Stock Acquisition Agreement between Marine Holdings, Inc. and Xtreme Companies, Inc.: By: /s/ Ronald DiBartolo_ ---------------------- Name: Ronald DiBartolo Date: February 28, 2006 ------------------- By: /s/ Gailynn DiBartolo ----------------------- Name: Gailynn DiBartolo Date: February 28, 2006 ------------------- EXHIBIT D-CHALLENGER FINANCIALS FOR THE YEAR ENDING DECEMBER 31, 2005
ORDINARY INCOME/EXPENSE INCOME JAN - DEC 05 ------------- PARTS INCOME 1,591.75 4100 - SALES INCOME - XTREME 1,580,812.44 4150 - NON-XTREME BOAT SALES INCOME -292,982.28 -------------- TOTAL INCOME 1,289,421.91 COST OF GOODS SOLD FREIGHT OUT 6,070.36 MATERIAL BURDEN FREIGHT-IN COSTS 22,655.93 -------------- TOTAL MATERIAL BURDEN 22,655.93 5000 - COST OF GOODS SOLD - MATERIALS 1,069,601.45 5010 - DIRECT MATERIALS - COGS 631,113.23 5020 - ROYALTIES 5,016.00 5100 - DIRECT LABOR - COGS 746,713.41 -------------- TOTAL COGS 2,481,170.38 -------------- GROSS PROFIT -1,191,748.47 EXPENSE ADMINISTRATION AMORTIZATION OF LOAN FEES 3,800.00 BANK SERVICE CHARGES 8,289.39 BUS INSURANCE - AUTO 3,988.71 BUS INSURANCE - FLOOD 1,174.86 BUS INSURANCE - GEN LIABILITY 41,307.06 BUS INSURANCE - WORKER'S COMP 22,388.28 BUSINESS LICENSE & FEES 1,191.47 DUES AND SUBSCRIPTIONS 101.00 EMPLOYEE BENEFITS 2,481.61 EMPLOYEE MEDICAL INSURANCE 2,621.91 EMPLOYEE TESTING SAFETY/MEDICAL 1,963.00 LICENSES AND PERMITS -143.00 MAINT & REPAIRS - OFFICE EQUIP 1,411.40 MISCELLANEOUS 2,424.45 OFFICE FURNITURE 684.91 OFFICE SUPPLIES 7,295.83 OPER LEASE - OFFICE EQUIPMENT 2,088.49 PAYROLL MISCELLANEOUS 4,350.00 PAYROLL TAXES - FUTA 3,788.60 PAYROLL TAXES - MEDICARE 14,411.00 PAYROLL TAXES - MO UNEMPLOYMENT 16,767.44 PAYROLL TAXES - SOCIAL SECURITY 61,619.52 PAYROLL TAXES FROM PAYCHEX 0.00 PENALTIES AND MISC LATE CHGS 1,563.43 PERSONAL PROP TAX - M&E 197,187.85 POSTAGE AND SHIPPING 2,657.46 PROF SVCS - ACCOUNTING 7,110.00 PROF SVCS - ALARM SVC 797.50 PROF SVCS - LEGAL 96.25 PROF SVCS - OTHER 10,138.76 PROF SVCS - PAYROLL 1,519.24 REAL ESTATE TAX 16,909.34 TELEPHONE & FAX 5,587.50 TRAVEL - BUSINESS MEALS 1,472.98 TRAVEL - LODGING 526.89 TRAVEL - PERSONAL CAR 647.49 TRAVEL - MEALS & ENTERTAINMENT 781.90 WAGES - CLERICAL 23,359.39 WAGES - HRLY FROM PAYCHEX 189.57 WAGES - OT CLERICAL 162.00 WAGES - SALARY FROM PAYCHEX 0.00 -------------- TOTAL ADMINISTRATION 474,713.48 BUILDING OCCUPANCY CLEANING SUPPLIES 160.46 DEPRECIATION EXP - REAL ESTATE 847.00 JANITORIAL SERVICES 1,248.00 LAWN MAINTENANCE 4,362.47 MAINT & REPAIR - BUILDING 2,922.82 MAINT & REPAIR - M&E 1,315.58 OUTSIDER SERVICES - OTHER 1,264.78 RENT EXPENSE TO R DIBARTOLO 66,000.00 SECURITY SERVICES 1,282.00 UTILITIES - ELECTRIC 30,669.97 UTILITIES - TRASH 4,761.60 UTILITIES - WATER/SEWER 436.44 -------------- TOTAL BUILDING OCCUPANCY 115,271.12 MANUFACTURING - LAMINATION MAINT & REPAIR - M&E 1,781.39 OPER LEASE - M&E 11,063.43 SHOP SUPPLIES 2,240.00 WAGES - DIRECT LABOR 0.00 WAGES - OT LAMINATION 0.00 WAGES - SUPERVISION 0.00 -------------- TOTAL MANUFACTURING - LAMINATION 15,084.82 MANUFACTURING - RIGGING MAINT & REPAIR - M&E 658.22 SHOP SUPPLIES 1,161.52 TRAVEL - LODGING 656.05 WAGES - DIRECT LABOR 0.00 WAGES - OT RIGGING 0.00 WAGES - SUPERVISION 0.00 -------------- TOTAL MANUFACTURING - RIGGING 2,475.79 MANUFACTURING - TOUCHUP EMPLOYEE MEDICAL INSURANCE 3,216.33 WAGES - DIRECT LABOR 0.00 WAGES - OT TOUCH-UP 0.00 -------------- TOTAL MANUFACTURING - TOUCHUP 3,216.33 MANUFACTURING - UPHOLSTERY SALARY - UPHOLSTERY SPV 0.00 -------------- TOTAL MANUFACTURING - UPHOLSTERY 0.00 MANUFACTURING OVERHEAD DEPRECIATION EXP - M&E 7,100.00 DEPRECIATION EXP - MOLDS 76,529.32 EMPLOYEE MEDICAL INSURANCE 13,364.48 EQUIPMENT RENTAL 15,090.77 FORKLIFT PROPANE 400.05 M & R - EQUIPMENT 9,493.55 M&E - LOW DOLLAR 1,654.25 OPER LEASE - M&E 1,493.07 OUTSIDE SERVICE - WATER COOLER 55.62 OUTSIDE SERVICES - JANITORIAL 3,542.00 OUTSIDE SERVICES - OTHER 9,960.68 SAFETY SUPPLIES 305.61 SHOP SUPPLIES 30,195.73 TRAVEL - AIRFARE 2,766.20 TRAVEL - BUSINESS MEALS 958.36 TRAVEL - LODGING 4,474.21 TRAVEL - MEALS & ENTERTAINMENT 254.05 TRAVEL - PERSONAL CAR 1,204.05 TRAVEL - RENTAL CAR 1,187.01 VEHICLE GASOLINE 4,697.13 VEHICLE REGISTRATION & LICENSE 190.23 VEHICLE REPAIRS & MAINTENANCE 1,006.35 WAGES - CARPENTER IND LBR 2,631.26 WAGES - DIRECT LABOR 0.00 WAGES - INDIRECT LABOR 54,855.10 WAGES - OT MFG OVERHEAD 3,303.75 WAGES - SUPERVISION 55,962.47 WARRANTY REPAIR EXPENSE 50.00 -------------- TOTAL MANUFACTURING OVERHEAD 302,725.30 PURCHASING DUES & SUBSCRIPTIONS 30.00 WAGES - BUYER 10,491.50 WAGES - OT PURCHASING 1,675.89 TOTAL PURCHASING 12,197.39 R&D - RACING EMPLOYEE MEDICAL INSURANCE 966.26 WAGES - RACING/R&D 1,692.31 -------------- TOTAL R&D - RACING 2,658.57 SALES AND MARKETING ADVERTISING EXPENSES 18,009.74 BOAT DESIGN 473.87 BOAT TESTING & DEMOS 3,709.43 CONFERENCES & SEMINARS 769.71 CUSTOMER POLICY ADJUSTMENT 14,070.17 CUSTOMER WARRANTY EXPENSE 9,979.84 DUES & SUBSCRIPTIONS 1,433.13 EMPLOYEE MEDICAL INSURANCE 3,672.04 EXECUTIVE LIFE INSURANCE 5,636.73 POSTAGE & SHIPPING 1,676.32 PRINTING AND REPRODUCTION 1,578.62 TRAVEL - AIRFARE 5,010.28 TRAVEL - BUSINESS MEALS 1,051.43 TRAVEL - LODGING 2,444.40 TRAVEL - MEALS & ENTERTAINMENT 3,076.44 TRAVEL - PERSONAL CAR 1,603.79 TRAVEL - RENTAL CAR 1,151.55 WAGES - SALESMAN & DESIGN 117,346.05 WEBSITE DEVELOPMENT/MAINT 5,574.50 -------------- TOTAL SALES AND MARKETING 198,268.04 -------------- 6999 - UNCATEGORIZED EXPENSES 0.00 TOTAL EXPENSE 1,126,610.84 -------------- NET ORDINARY INCOME -2,318,359.31 OTHER INCOME/EXPENSE OTHER INCOME 7000 - OTHER INCOME 172.12 -------------- TOTAL OTHER INCOME 172.12 OTHER EXPENSE INTEREST EXPENSE - CREDIT CARDS 22,465.87 INTEREST EXPENSE - SUN SECURITY INTEREST EXP - BLDG & LAND 61,723.27 INTEREST EXP - MOLD LOAN 43,923.08 INTEREST EXP - WIP LOANS 50,406.09 INTEREST EXP - WRAP UP LOAN 27,968.82 -------------- TOTAL INTEREST EXPENSE - SUN SECURITY 184,021.26 6900 - INTEREST EXPENSE 27,853.42 8000 - OTHER EXPENSES 0.00 -------------- TOTAL OTHER EXPENSE 234,340.55 -------------- NET OTHER INCOME -234,168.43 -------------- NET INCOME -2,552,527.74 ==============
SHAREHOLDER . . . ADDRESS CITY, STATE, ZIP SHARES - ----------------- ----------------- ------------------------ ------ Ronald DiBartolo - ----------------- Gailynn DiBartolo - ----------------- 7476 Sungold Ave. Corona, CA 92880 ----------------- ------------------------ 40 Bretagne Newport Coast, CA 92657 ----------------- ------------------------ Total ------------------------
February _____, 2006