Cycle Country Accessories Corp. (AMEX:ATC) announced today that it is selling its ATV Accessories product line to Kolpin Outdoors Inc. of Fox Lake, WI, for $9.7 million, subject to certain adjustments and contingencies.
At the closing, $3.2 million will be paid to the Company in cash. An additional $1,000,000 will be paid in three installments, on October 1, 2011, January 12, 2012 and April 1, 2012, subject to Kolpin’s right to offset certain claims against such amount. The purchase price may also be increased or decreased to the extent the value of the finished goods of the product line inventory changes prior to closing.
The balance of $5.5 million will be paid over three years based on an earn-out provision, under which the Company will receive a percentage of net sales for the three one-year periods following closing. Since these payments will depend on Kolpin’s net sales for the periods specified, we cannot predict with certainty the amount of the payments, if any, to which Company will be entitled under this provision.
In addition, Kolpin agreed to assume certain liabilities, including liabilities relating to the operation of the Product Line after closing and certain warranty obligations of the Company.The Company is selling only the ATV Accessories product line, and not any other operating entity of the Company, nor its manufacturing operations, real estate, machinery and equipment, nor its working capital assets. The Company will continue to manufacture the ATV Accessories products for Kolpin under a manufacturing agreement between the parties. The sale is subject to the satisfaction of customary closing conditions, but has been approved by written action of the stockholders of the company holding voting rights to greater than 51% of the outstanding stock in the Company, and is therefore, not subject to additional stockholder action. Closing adjustments, payment of debt and accrued liabilities, and contingent payment conditions will reduce the proceeds received from this transaction.