Proposal for New Company Co-Operative Ownership by the Customers, Vendors & Management
Today I presented to Trustee John Newton a concept to gather buyers for the entire Keisler Engineering Operation Assets. He was agreeable for me to pitch this to you with the understanding that THIS BUYER GROUP APPROACH IS STRICTLY A PRIVATE TRANSACTION AND NOT AFFILIATED WITH THE TRUSTEE OR THE BANKRUPTCY PROTECTIONS PROVIDED TO CREDITORS. So here is the concept for your consideration:
A new Limited Liability Corporation company is formed with the sole purpose to purchase, own and operate the entire Keisler Engineering operation. Mission is to provide the performance aftermarket with class leading 5 & 6-Speed transmissions. Included in this mission is to fulfill the outstanding open orders of ALL Customer Creditors over a period of time, or a cash settlement over time for ALL Customers Creditors of Keisler Engineering Inc. Cancelled orders and refunds are not part of the outstanding open orders. At the time of closure, the cost for KE Inc to complete ALL Customer Creditor open orders including backorders, was approximately $476,399 for materials plus the direct labor and overhead to assemble, test, pack and ship.
To make this work, the new LLC shall be formed with Stock Shares types as defined below. Money to purchase the KE Operation Assets shall be raised from a portion of the sale of Preferred type Stock Shares. Monies raised shall be kept in an Escrow Account and not released until the court approves purchase of KE Operation Assets by the new LLC. The purchase amount for KE Operation Assets is unknown but must be the highest offer submitted to Trustee John Newton. There is no guarantee the new LLC would be able to make the highest offer; any other potential buyer group may ultimately outbid the new LLC group which would result in the escrowed funds being returned to every purchaser of Preferred type Stock Shares.
Assuming the new LLC can make the highest offer and purchase the assets, the funds from Escrow will be released into the new LLC, and the purchase will be made, and at some point shortly thereafter Creditors of KE Inc will receive their distribution of this money pro-rata.
The first order of business for the new LLC is to create the cash flow projections and determine how much additional working capital, if any, will be required. Additional working capital may come from the sale of more Preferred Stock Shares (best way, no debt), or a working line of capital from a bank loan or private lending source. Once the required amount of working capital is funded, execution of start up shall begin. From my experience, the new LLC can be started up with a minimum of full time personnel - just myself (Shafi Keisler), one (1) straight commission technical salesman, one (1) customer service/shipping and two (2) production associates. The remainder of staffing (additional production plus financial, purchasing, engineering) would be part time contractors until the sales and work load requires full time support.
The Product Line would be streamlined into the following:
PerfectFit Tremec TKO & T56 transmissions enhanced by Liberty Gear for superior shift quality of Keisler's previous Tremec offering. Liberty Gear is a Tremec Elite Distributor and they invested several hundred thousand dollars in 2013 to purchase the Keisler PerfectFit designs, inventory and equipment in an effort to maintain supply of the product to the market. Craig Liberty, the owner, has offered to DONATE all of his inventory at KE to the new LLC and allow all of the equipment he purchased to remain in place as his further Good Will to help all of us affect a start up under my leadership.
Rallye Sport, Super Sport - these current product lines will run until the tool up of the brand new replacement 5 & 6-Speed versions in-process are complete and into production. My chief engineer at KE, Dick McCord, and I have completed the all new SS 5-speed design (not to be confused with Legend Gear & Transmission LGT-700; not the same product). And the SS 6-speed version needs approximately 6 months of preparation to complete design and validation testing. These new designs take the current RS & SS technology to the next level for features, fit and torque capacity. The best gear manufacturer I have experience with resides in Detroit, and they have offered to tool up the entire gearset for the 5 & 6-speed product lines and hold the inventory at their expense. This is a tremendous offering from this supplier, who has a near perfect performance record for quality and delivery AND whose price is less than any other US manufacturer I have used to date. Already, they have hundreds of gears on the shelf for this product line.
All the Accessories - from Hydraulic Clutch Kits, to Pedals, Shifter Handles, Knobs and much more. These proven accessories complement the transmission kit, and provide a bottom line profit and value that is unmatched in the industry.
Ownership in the new LLC will be represented by Stock Shares of three types:
1) Preferred type stock shares - purchased with new money and may be privately traded with few restrictions. The price is $1 (one US dollar) per share. 2) Customer Creditor type stock shares - non-traded shares that represent the final claim amount, less final distributions by the Trustee. As the new LLC fills the open orders of Customer Creditor or provides a cash settlement, the Customer Creditor Stock Shares are converted to Management Stock Shares until there is no remaining Customer Creditor Stock Shares. It is the goal of Management to fill all the open orders as soon as possible, and thereby increasing its ownership share in the company.
3) Management type stock shares - non-traded shares representing Shafi Keisler and company management. This would be established at a minority share position of to be determined. The Preferred Stock Share Holders and Customer Creditor Stock Share Holders in total would be the Majority Owners of the new LLC at the time of start-up.
A board of directors would be set up to provide oversight to the company. These would be selected from members of each Stock Share type - Preferred, Creditor and Management.
VALUATION of the new LLC
All monies raised thru sale of Preferred Stock Shares prior to operation start-up will determine the value of the new company. For example, if a total of 600,000 shares of Preferred Stock in new LLC are sold at $1 per share, for a total of $600,000, then the initial value of the company is $600,000.
PURCHASE of Preferred Stock Shares of the new LLC
The minimum level of investment for Customers is no less than three thousand dollars ($3000.00) for three thousand shares (3,000 shares). The minimum level of investment for Vendors is five thousand dollars ($5,000.00) for five thousand shares (5,000 shares).
SUMMARY
This new LLC company has the ability to start up quickly and build proven product by proven people but with much better management, financial stability and customer service. New sales will build profitability, of which a portion will be used to fill open customer orders of KE Inc at the time of its closing Jan 15.
The historical proven Cost of Goods including direct labor is approximately 60% which leaves a Gross Margin of approximately 40%. Sales would be approximately $4 million dollars or more in the first (1st) year, growing to $8 million dollars or more by the third (3rd) year. These sales projections are speculative estimates which match the actual sales revenues of KE Inc from 2007-2013. Given the fact that no other company has the highly engineered product line, brand recognition, customer base or supplier base, this new LLC could and should out perform Keisler Engineering Inc in every way, for any historical sales year - even the high mark when net profits were close to 1 Million dollars.
Please contact Shafi Keisler by email HERE (
[email protected]) if you wish to consider participation in the new go forward business opportunity. Numerous details will be cannot be covered in this announcement, and I am certain you will have questions.
Let's try to make this happen ... together!
Best Regards,
Shafi Keisler
Keisler TKO Kit Holding Strong - 7 YEARS Later!