Exhibit 99.1

DEFIANCE INTEGRATED TECHNOLOGIES, INC

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014 and 2013

(unaudited)



---

DEFIANCE INTEGRATED TECHNOLOGIES, INC.

Defiance, Ohio

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014 and 2013

(unaudited)

CONTENTS



|                                                        |  |  |   | 
|------------------------------------------------------- |  |  | - | 
|CONSOLIDATED FINANCIAL STATEMENTS                       |  |  |   | 
|                                                        | 
|CONSOLIDATED BALANCE SHEETS                             |  |  | 1 | 
|                                                        | 
|CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS |  |  | 3 | 
|                                                        | 
|CONSOLIDATED STATEMENTS OF CASH FLOWS                   |  |  | 4 | 
|                                                        | 
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS              |  |  | 5 | 



---

DEFIANCE INTEGRATED TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEETS

December 31, 2014 and 2013

(unaudited)



|                                                                                                  |  |      |            |  |      |   |            | 
|------------------------------------------------------------------------------------------------- |  | ---- | ---------- |  | ---- | - | ---------- | 
|                                                                                                  |  | 2014 |            |  | 2013 |  
|ASSETS                                                                                            |  |      |            |  |      |   |            | 
|Current assets                                                                                    |  |      |            |  |      |   |            | 
|Cash in bank                                                                                      |  | $    | 1,659,805  |  |      | $ | 487,392    | 
|Accounts receivable, trade net of allowance for doubtful accounts: 2014 - $12,000; 2013 - $24,000 |  |      | 3,628,147  |  |      |   | 2,900,899  | 
|Accounts receivable, other                                                                        |  |      | 293,827    |  |      |   | 207,785    | 
|Inventories                                                                                       |  |      | 2,799,282  |  |      |   | 2,162,382  | 
|Prepaid expenses                                                                                  |  |      | 302,069    |  |      |   | 56,601     | 
|                                                                                                  |  |      |            |  |      |   |            | 
|Total current assets                                                                              |  |      | 8,683,130  |  |      |   | 5,815,059  | 
|Property, plant and equipment                                                                     |  |      |            |  |      |   |            | 
|Land                                                                                              |  |      | 300,250    |  |      |   | 300,250    | 
|Construction in process                                                                           |  |      | 232,096    |  |      |   | 61,991     | 
|Machinery and equipment                                                                           |  |      | 6,882,676  |  |      |   | 5,983,777  | 
|                                                                                                  |  |      |            |  |      |   |            | 
|                                                                                                  |  |      | 7,415,022  |  |      |   | 6,346,018  | 
|Less accumulated depreciation                                                                     |  |      | 2,616,385  |  |      |   | 1,969,349  | 
|                                                                                                  |  |      |            |  |      |   |            | 
|                                                                                                  |  |      | 4,798,637  |  |      |   | 4,376,669  | 
|Goodwill                                                                                          |  |      | 1,150,266  |  |      |   | 1,150,266  | 
|Customer relationships, net                                                                       |  |      | 216,224    |  |      |   | 237,667    | 
|Unpatented technology                                                                             |  |      | 5,120,000  |  |      |   | 5,120,000  | 
|Non-compete agreement, net                                                                        |  |      | 27,500     |  |      |   | 37,500     | 
|                                                                                                  |  |      |            |  |      |   |            | 
|Total assets                                                                                      |  | $    | 19,995,757 |  |      | $ | 16,737,161 | 
|                                                                                                  |  |      |            |  |      |   |            | 

See accompanying notes to the consolidated financial statements.



1



---

DEFIANCE INTEGRATED TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEETS

December 31, 2014 and 2013

(unaudited)



|                                                                                                                                                                                |  |      |            |  |      |   |            | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ---------- |  | ---- | - | ---------- | 
|                                                                                                                                                                                |  | 2014 |            |  | 2013 |  
|LIABILITIES                                                                                                                                                                     |  |      |            |  |      |   |            | 
|Current liabilities                                                                                                                                                             |  |      |            |  |      |   |            | 
|Bank overdraft                                                                                                                                                                  |  | $    | 143,713    |  |      | $ | 14,717     | 
|Accounts payable                                                                                                                                                                |  |      | 2,109,786  |  |      |   | 1,071,610  | 
|Accrued expenses                                                                                                                                                                |  |      | 601,513    |  |      |   | 971,493    | 
|Current maturities of long-term debt                                                                                                                                            |  |      | 633,333    |  |      |   | 520,000    | 
|                                                                                                                                                                                |  |      |            |  |      |   |            | 
|Total current liabilities                                                                                                                                                       |  |      | 3,488,345  |  |      |   | 2,577,820  | 
|Long-term debt, less current maturities                                                                                                                                         |  |      | 6,898,777  |  |      |   | 6,914,623  | 
|Deferred tax liability                                                                                                                                                          |  |      | 2,283,000  |  |      |   | 1,757,000  | 
|                                                                                                                                                                                |  |      |            |  |      |   |            | 
|Total liabilities                                                                                                                                                               |  |      | 12,670,122 |  |      |   | 11,249,443 | 
|SHAREHOLDERS EQUITY                                                                                                                                                            |  |      |            |  |      |   |            | 
|Preferred stock (4,750 shares authorized, issued and outstanding with $.01 par value, $345,290 and $325,326 liquidation preference at
December 31, 2014 and 2013, respectively) |  |      | 48         |  |      |   | 48         | 
|Common stock (50,000 shares authorized with $.01 par value, issued and outstanding 20,316 shares at December 31, 2014 and
2013)                                                 |  |      | 203        |  |      |   | 203        | 
|Additional paid in capital                                                                                                                                                      |  |      | 665,508    |  |      |   | 647,508    | 
|Retained earnings                                                                                                                                                               |  |      | 6,659,876  |  |      |   | 4,839,959  | 
|                                                                                                                                                                                |  |      |            |  |      |   |            | 
|Total shareholders equity                                                                                                                                                      |  |      | 7,325,635  |  |      |   | 5,487,718  | 
|                                                                                                                                                                                |  |      |            |  |      |   |            | 
|Total liabilities and shareholders equity                                                                                                                                      |  | $    | 19,995,757 |  |      | $ | 16,737,161 | 
|                                                                                                                                                                                |  |      |            |  |      |   |            | 

See accompanying notes to the consolidated financial statements.



2



---

DEFIANCE INTEGRATED TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS

For the years ended December 31, 2014 and 2013

(unaudited)



|                                             |  |      |            |  |      |   |            |  
|-------------------------------------------- |  | ---- | ---------- |  | ---- | - | ---------- | -
|                                             |  | 2014 |            |  | 2013 |  
|Net sales                                    |  | $    | 30,444,424 |  |      | $ | 24,075,377 |  
|Cost of sales                                |  |      | 23,634,935 |  |      |   | 19,237,081 |  
|                                             |  |      |            |  |      |   |            |  
|Gross profit                                 |  |      | 6,809,489  |  |      |   | 4,838,296  |  
|Selling, general and administrative expenses |  |      | 2,759,288  |  |      |   | 2,414,993  |  
|Share based compensation                     |  |      | 18,000     |  |      |   | (35,276    | )
|                                             |  |      |            |  |      |   |            |  
|Income before other expenses                 |  |      | 4,032,201  |  |      |   | 2,458,579  |  
|Other expenses                               |  |      |            |  |      |   |            |  
|Other expense                                |  |      | 521,743    |  |      |   | 204,462    |  
|Interest expense                             |  |      | 756,857    |  |      |   | 813,801    |  
|                                             |  |      |            |  |      |   |            |  
|Total other expense                          |  |      | 1,278,600  |  |      |   | 1,018,263  |  
|                                             |  |      |            |  |      |   |            |  
|Income before provision for income taxes     |  |      | 2,753,601  |  |      |   | 1,440,316  |  
|Provision for income taxes                   |  |      | 933,684    |  |      |   | 433,325    |  
|                                             |  |      |            |  |      |   |            |  
|Net income                                   |  |      | 1,819,917  |  |      |   | 1,006,991  |  
|Retained earnings, beginning of period       |  |      | 4,839,959  |  |      |   | 3,832,968  |  
|                                             |  |      |            |  |      |   |            |  
|Retained earnings, end of period             |  | $    | 6,659,876  |  |      | $ | 4,839,959  |  
|                                             |  |      |            |  |      |   |            |  

See accompanying notes to the consolidated financial statements.



3



---

DEFIANCE INTEGRATED TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, 2014 and 2013

(unaudited)



|                                                                                 |  |      |           |   |      |   |            |  
|-------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | - | ---------- | -
|                                                                                 |  | 2014 |           |   | 2013 |  
|Cash flows from operating activities                                             |  |      |           |   |      |   |            |  
|Net income                                                                       |  | $    | 1,819,917 |   |      | $ | 1,006,991  |  
|Adjustments to reconcile net income to net cash provided by operating activities |  |      |           |   |      |   |            |  
|Depreciation and amortization                                                    |  |      | 703,883   |   |      |   | 625,750    |  
|Loss on asset disposal                                                           |  |      | 10,065    |   |      |   | 15,514     |  
|Share based compensation                                                         |  |      | 18,000    |   |      |   | (35,276    | )
|Deferred taxes                                                                   |  |      | 526,000   |   |      |   | 76,472     |  
|Changes in current assets and liabilities                                        |  |      |           |   |      |   |            |  
|Inventories                                                                      |  |      | (636,900  | ) |      |   | 126,898    |  
|Accounts receivable                                                              |  |      | (813,290  | ) |      |   | 195,517    |  
|Prepaid expenses                                                                 |  |      | (245,468  | ) |      |   | 50,794     |  
|Accounts payable and accrued expenses                                            |  |      | 668,196   |   |      |   | 688,759    |  
|                                                                                 |  |      |           |   |      |   |            |  
|Net cash provided by operating activities                                        |  |      | 2,050,403 |   |      |   | 2,751,419  |  
|                                                                                 |  |      |           |   |      |   |            |  
|Cash flows from investing activities                                             |  |      |           |   |      |   |            |  
|Capital expenditures                                                             |  |      | (484,591  | ) |      |   | (339,693   | )
|Proceeds from asset disposal                                                     |  |      | 6,137     |   |      |   | 10,419     |  
|                                                                                 |  |      |           |   |      |   |            |  
|Net cash used for inventing activities                                           |  |      | (478,454  | ) |      |   | (329,274   | )
|Cash flows from financing activities                                             |  |      |           |   |      |   |            |  
|Checks written in excess of bank balance                                         |  |      | 128,996   |   |      |   | (220,630   | )
|Payments on revolving credit facility                                            |  |      | (603,805  | ) |      |   | (6,915,173 | )
|Borrowings on revolving credit facility                                          |  |      | 603,805   |   |      |   | 5,727,999  |  
|Payments on long-term debt                                                       |  |      | (208,532  | ) |      |   | (217,266   | )
|Payments on subordinated debt                                                    |  |      | (320,000  | ) |      |   | (320,000   | )
|                                                                                 |  |      |           |   |      |   |            |  
|Net cash provided by (used for) financing activities                             |  |      | (399,536  | ) |      |   | (1,945,070 | )
|                                                                                 |  |      |           |   |      |   |            |  
|Net change in cash                                                               |  |      | 1,172,413 |   |      |   | 477,075    |  
|Cash, beginning of period                                                        |  |      | 487,392   |   |      |   | 10,317     |  
|                                                                                 |  |      |           |   |      |   |            |  
|Cash, end of period                                                              |  | $    | 1,659,805 |   |      | $ | 487,392    |  
|                                                                                 |  |      |           |   |      |   |            |  
|Supplemental disclosures of cash flow information:                               |  |      |           |   |      |   |            |  
|Cash paid for interest                                                           |  | $    | 758,194   |   |      | $ | 818,113    |  
|Cash paid for income taxes                                                       |  | $    | 1,049,308 |   |      | $ | 36,966     |  
|Capital expenditures paid by borrowings on long-term debt                        |  | $    | 626,019   |   |      | $ |           |  

See accompanying notes to the consolidated financial statements.



4



---

DEFIANCE INTEGRATED TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014 and 2013

(unaudited)

NOTE 1SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation: The consolidated financial statements include the accounts of Defiance Integrated
Technologies, Inc. (the Company) and its wholly-owned subsidiaries Defiance Stamping Company and Pro Shear Corporation. All intercompany accounts and transactions have been eliminated.

General: The Defiance Stamping Company manufactures stamped metal products at its Defiance, Ohio facility primarily for customers in the heavy truck
and automotive industry. Pro Shear Corporation at its Fort Wayne, Indiana facility manufactures and assembles components used in cars and trucks.

Revenue Recognition: Revenue is recognized upon shipment of product. Surcharges assessed on raw material price increases are recorded when earned.

Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those estimates. Significant estimates are considered to be share based compensation, reserves related to uncollectible accounts receivable, inventory and carrying values of
goodwill and other intangible assets.

Accounts Receivable, trade: The Company sells to customers using credit terms customary in its industry.
Sales to customers are recorded upon shipment of goods. Interest is not normally charged on outstanding receivables. Based principally on historical losses, aging from invoice dates, and prevailing economic conditions, the Company reduces recorded
receivables to their estimated net realizable value by a valuation allowance.

Inventories: Inventories are stated at the lower of cost, first-in,
first-out (FIFO) method or market.

Property, Plant and Equipment: Depreciation is provided using the straight-line method over the estimated
useful lives of the respective acquired assets. Costs and related accumulated depreciation are removed from the accounts for assets retired from service and a gain or loss on disposition is recorded in income when realized. Depreciation expense for
2014 and 2013 was $672,440 and $601,806, respectively.

The Company annually, or as required, evaluates the recoverability of its long-lived assets,
primarily property, plant and equipment. The Company evaluates recoverability when events and circumstances indicate that the net carrying value of its long-lived assets may not be recoverable. There were no such impairments in 2014 and 2013.

Goodwill: Goodwill is recorded at cost and is assessed at least annually for impairment with any such impairment recognized in the current results of
operations. The Company reviewed the carrying value of goodwill during fiscal 2014 and 2013 and determined no impairment exists.



(Continued)

5



---

DEFIANCE INTEGRATED TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014 and 2013

(unaudited)



NOTE 1SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)



Other Intangible Assets: The Company assessed the value of intangible assets at the time the Company
was organized. Intangible assets having a finite life are amortized by the straight-line method over the estimated benefit period (customer relationships  180 months). To be in conformity with Generally Accepted Accounting Principles (GAAP),
non-amortizable intangible assets are required to be assessed at least annually for impairment.



|                         |  |                      |           |  |                         |   |           |                      |  |   |                         |  |  |   |           |  
|------------------------ |  | -------------------- | --------- |  | ----------------------- | - | --------- | -------------------- |  | - | ----------------------- |  |  | - | --------- | -
|                         |  | 2014                 |           |  | 2013                    |  
|                         |  | Gross CarryingAmount |           |  | AccumulatedAmortization |   |           | Gross CarryingAmount |  |   | AccumulatedAmortization | 
|Un-amortized intangibles |  |                      |           |  |                         |   |           |                      |  |   |                         |  |  |   |           |  
|Unpatented technology    |  | $                    | 5,120,000 |  |                         |   | N/A       |                      |  | $ | 5,120,000               |  |  |   | N/A       |  
|Amortized intangibles    |  |                      |           |  |                         |   |           |                      |  |   |                         |  |  |   |           |  
|Non-compete agreement    |  | $                    | 40,000    |  |                         | $ | (12,500   | )                    |  | $ | 40,000                  |  |  | $ | (2,500    | )
|Customer relationships   |  |                      | 321,656   |  |                         | $ | (105,432  | )                    |  |   | 321,656                 |  |  | $ | (83,989   | )
|                         |  |                      |           |  |                         |   |           |                      |  |   |                         |  |  |   |           |  
|                         |  | $                    | 5,481,656 |  |                         | $ | (117,932  | )                    |  | $ | 5,481,656               |  |  | $ | (86,489   | )
|                         |  |                      |           |  |                         |   |           |                      |  |   |                         |  |  |   |           |  
|Net intangible assets    |  |                      |           |  |                         | $ | 5,363,724 |                      |  |   |                         |  |  | $ | 5,395,167 |  
|                         |  |                      |           |  |                         |   |           |                      |  |   |                         |  |  |   |           |  

Other intangible assets include the unpatented technology production process of heavy duty truck axle nuts and washers,
customer relationships, and a non-compete agreement. The unpatented technology production process has an indefinite life and is evaluated each year for impairment. The customer relationship intangible asset was acquired in 2010 as part of the
purchase of Specialty Engine of America, Inc. Estimated amortization expense for the customer relationships intangible will approximate $21,400 each of the next five years. The non-compete asset includes agreements with 2 key employees acquired as
part of the purchase of JBM Tool & Die. Each agreement is amortized using the straight-line method over the 2 year benefit period when triggered by the respective employees no longer being employed by the Company. One of the employees
departed the company in 2013, therefore amortization expense for the non-compete agreement was $10,000 in 2014 and $2,500 in 2013.

Income Tax and
Uncertain Tax Positions: The Company operates as a C Corporation for income tax purposes. Accordingly, deferred income tax assets and liabilities are computed based upon differences between the financial statements and tax basis of assets and
liabilities that result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

The Company follows guidance issued by the Financial Accounting Standards Board (FASB) with respect to accounting for uncertainty in income taxes. A tax
position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax
benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the more likely than not test, no tax benefit is recorded. Management is not aware of any uncertain tax positions.



(Continued)

6



---

DEFIANCE INTEGRATED TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014 and 2013

(unaudited)



NOTE 1SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)



The Company is subject to U.S. federal income tax, as well as various state income taxes. The Company is no
longer subject to examination by taxing authorities for years before 2011. The Company does not expect the total amount of unrecognized tax benefits to significantly change in the next 12 months. The Company recognizes interest and/or penalties
related to income tax matters in income tax expense. The Company did not have any amounts accrued for interest and penalties at December 31, 2014 and 2013.

Capital Structure: The Companys equity structure consists of 50,000 duly authorized shares of common stock, $.01 par value per share, with 20,316
issued and outstanding and 4,750 duly authorized and issued shares of Preferred A Stock, $.01 par value per share at December 31, 2014 and 2013, respectively. The Preferred A Stock is convertible into common stock based on certain conditional
provisions set forth in the amended articles of incorporation of the Company.

The holders of shares of Preferred A Stock shall be entitled to be paid in
preference to the holders of any and all other classes of capital stock of the Company, out of funds legally available therefore, when and as declared by the board of directors. Dividends are cumulative at a rate of 6% per annum, compounded
quarterly. The liquidation preference at December 31, 2014 and 2013 was $345,290 and $325,326, respectively (includes $95,290 and $75,326, respectively, of dividends in arrears).

In the event of any liquidation or dissolution of the Company, the holders of Preferred A Stock will receive amounts in accordance with the provisions set
forth in the amended articles of incorporation of the Company, before any distributions are made to holders of any other then-outstanding series of common stock. Any remaining net assets will be distributed to holders of common stock.

Stock Based Compensation: The Company recognizes compensation expense in the consolidated financial statements for awards of equity instruments to
employees based on the grant-date fair value of those awards, estimated in accordance with provisions of Accounting Standards Codification (ASC) 718. In 2013, an employee did not exercise their awarded stock options in accordance with the agreement
following termination of employment. This resulted in a reversal of the unvested portion of compensation expense. Stock based compensation expense (income) for 2014 and 2013 approximated $18,000 and ($35,276), respectively, and is recorded in share
based compensation on the consolidated income statement and recorded as additional paid-in capital on the consolidated balance sheets.

Subsequent
Events:Management has performed an analysis of the activities and transactions subsequent to December 31, 2014 to determine the need for any adjustments to and/or disclosures within the audited financial statements for the year ended
December 31, 2014. Management has performed their analysis through March 24, 2015, the date the financial statements were available to be issued.



(Continued)

7



---

DEFIANCE INTEGRATED TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014 and 2013

(unaudited)



NOTE 2INVENTORIES

Inventories consisted of the following at December 31, 2014 and 2013:



|                |  |      |           |  |      |   |           | 
|--------------- |  | ---- | --------- |  | ---- | - | --------- | 
|                |  | 2014 |           |  | 2013 |  
|Raw materials   |  | $    | 1,079,423 |  |      | $ | 916,152   | 
|Work in process |  |      | 1,029,294 |  |      |   | 705,819   | 
|Finished goods  |  |      | 690,565   |  |      |   | 540,411   | 
|                |  |      |           |  |      |   |           | 
|                |  | $    | 2,799,282 |  |      | $ | 2,162,382 | 
|                |  |      |           |  |      |   |           | 

NOTE 3LEASE COMMITMENTS

The Company leases manufacturing and office facilities, and certain pieces of equipment under several operating leases. Rent expense for the year ending
December 31, 2014 and 2013 approximated $580,000 and $502,000, respectively. Total minimum rentals under non-cancellable operating leases as of December 31, 2014 over future fiscal years are approximately:



|           |  |   |           | 
|---------- |  | - | --------- | 
|2015       |  | $ | 817,900   | 
|2016       |  |   | 846,000   | 
|2017       |  |   | 819,500   | 
|2018       |  |   | 598,400   | 
|2019       |  |   | 503,600   | 
|Thereafter |  |   | 2,286,300 | 
|           |  |   |           | 
|           |  | $ | 5,871,700 | 
|           |  |   |           | 

NOTE 4BANK LINE OF CREDIT

The Company has a revolving line of credit that is subject to a borrowing base calculation and bears interest at the 30 day LIBOR rate plus 2.50% (effective
rate of 2.66% at December 31, 2014 and 2013) and is due in June 2015. The Company had outstanding borrowings of $0 at December 31, 2014 and 2013. This agreement is collateralized by all the assets of the Company.

In accordance with the terms of the line of credit agreements, the Company must, among other things, maintain certain levels of EBITDA (Earnings Before
Interest, Taxes, Depreciation and Amortization), Debt to New Worth, Leverage, Debt Service and Debt to EBITDA ratio performance. The Company was in compliance with its covenants at December 31, 2014 and 2013.



(Continued)

8



---

DEFIANCE INTEGRATED TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014 and 2013

(unaudited)



NOTE 5LONG-TERM DEBT

Long-term debt at December 31, 2014 and 2013 consists of the following:



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |      |           |   |      |   |           |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | -
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | 2014 |           |   | 2013 |  
|Note payable to the Companys majority equity holder, due in quarterly principal installments of $80,000 commencing on October 1,
2010. Interest is computed at the higher of one-month LIBOR plus 8% or at 11% (11% effective rate at December 31, 2014 and 2013). All remaining outstanding principal under this note is due on April 15, 2016. The total note is in the amount of
$8,500,000. The Company may borrow up to the full amount of the note at the sole discretion of the lender. The note payable is secured by all assets of the Company. The lender is subordinated to the collateral position of the bank with the term loan
below and Revolving Credit Facility. |  | $    | 6,464,623 |   |      | $ | 6,784,623 |  
|Note payable, due in monthly principal installments of $16,667 commencing on April 15, 2012. Interest is computed at 30 day LIBOR rate
plus 2.50% for an effective rate of 2.66% at December 31, 2014 and 2013. All remaining principal under this note is due March 15, 2017. The total note is in the amount of $1,000,000. The note payable is secured by all assets of the Company.                                                                                                                                                                                                                                                                                             |  |      | 450,000   |   |      |   | 650,000   |  
|Note payable, due in monthly installments of $2,071 commencing on August 1, 2014. Interest is computed at a rate of 3.89%. All
remaining principal under this note is due July 1, 2019. The total note is in the amount of $112,500. The note is secured by all assets of the Company.                                                                                                                                                                                                                                                                                                                                                                                              |  |      | 103,968   |   |      |   |          |  
|Note payable, due in monthly installments of $7,544 commencing on January 1, 2015. Interest is computed at a rate of 3.75%. All
remaining principal under this note is due December 1, 2019. The total note is in the amount of $409,570. The note is secured by all assets of the Company.                                                                                                                                                                                                                                                                                                                                                                                         |  |      | 409,570   |   |      |   |          |  
|Note payable, due in monthly installments of $1,914 commencing on March 1, 2015. Interest is computed at a rate of Prime minus
0.25% until the date of commencement, at which time the rate will become fixed at 2.75% over the index (effective rate of 4.12% at December 31, 2014). All remaining outstanding principal under this note is due February 1, 2020. The note is in the
amount of $103,949. The note payable is secured by all assets of the Company.                                                                                                                                                                                                                 |  |      | 103,949   |   |      |   |          |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |      |           |   |      |   |           |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |      | 7,532,110 |   |      |   | 7,434,623 |  
|Less, current maturities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |      | (633,333  | ) |      |   | (520,000  | )
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |      |           |   |      |   |           |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | $    | 6,898,777 |   |      | $ | 6,914,623 |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |      |           |   |      |   |           |  

The aggregate maturities of long-term debt as of December 31, 2014 are:



|           |  |   |           | 
|---------- |  | - | --------- | 
|2015       |  | $ | 633,333   | 
|2016       |  |   | 6,465,599 | 
|2017       |  |   | 175,770   | 
|2018       |  |   | 130,711   | 
|2019       |  |   | 122,888   | 
|Thereafter |  |   | 3,809     | 
|           |  |   |           | 
|           |  | $ | 7,532,110 | 
|           |  |   |           | 



(Continued)

9



---

DEFIANCE INTEGRATED TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014 and 2013

(unaudited)



NOTE 6EMPLOYEE BENEFIT PLANS

The Company maintains 401(k) plans covering all full-time employees. The Company matches employees contributions up to the first 4% contributed by the
employee. The Company may also make a discretionary bonus contribution to the plan. During 2014 and 2013, the Company did not make a bonus contribution.

For the years ended December 31, 2014 and 2013, total contribution for the plans approximated $139,500 and $141,600.

NOTE 7SIGNIFICANT CUSTOMERS

For the years ended
December 31, 2014 and 2013 three and two customers exceeded 10% of sales and accounts receivable, respectively.



|                    |  |      |            |  |            |  |       |      |  |   |            |  |  |  |       |  
|------------------- |  | ---- | ---------- |  | ---------- |  | ----- | ---- |  | - | ---------- |  |  |  | ----- | -
|                    |  | 2014 |            |  | % of total |  |       | 2013 |  |   | % of total | 
|Sales               |  | $    | 10,902,582 |  |            |  | 35.81 | %    |  | $ | 7,623,039  |  |  |  | 31.66 | %
|Accounts Receivable |  | $    | 1,613,173  |  |            |  | 44.46 | %    |  | $ | 1,095,524  |  |  |  | 37.76 | %

NOTE 8INCOME TAXES

Income tax provision consists of the following:



|                           |  |      |         |  |      |   |         | 
|-------------------------- |  | ---- | ------- |  | ---- | - | ------- | 
|                           |  | 2014 |         |  | 2013 |  
|Federal                    |  |      |         |  |      |   |         | 
|Current                    |  | $    | 358,196 |  |      | $ | 338,853 | 
|Deferred                   |  |      | 526,000 |  |      |   | 76,472  | 
|State                      |  |      |         |  |      |   |         | 
|Current                    |  |      | 49,488  |  |      |   | 18,000  | 
|                           |  |      |         |  |      |   |         | 
|Provision for income taxes |  | $    | 933,684 |  |      | $ | 433,325 | 
|                           |  |      |         |  |      |   |         | 



(Continued)

10



---

DEFIANCE INTEGRATED TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014 and 2013

(unaudited)



NOTE 8INCOME TAXES(Continued)



The difference between the effective tax rate and the federal statutory tax rate of 34% is primarily due to
prior year true up of deferred tax liability.



|                                     |  |      |            |   |      |   |            |  
|------------------------------------ |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                     |  | 2014 |            |   | 2013 |  
|Non current deferred tax assets      |  | $    | 430,269    |   |      | $ | 341,395    |  
|Non current deferred tax liabilities |  |      | (2,713,269 | ) |      |   | (2,098,395 | )
|                                     |  |      |            |   |      |   |            |  
|Net deferred balance                 |  | $    | (2,283,000 | ) |      | $ | (1,757,000 | )
|                                     |  |      |            |   |      |   |            |  

The principal sources of deferred tax liabilities are attributable to differences between income tax and financial reporting
methods used in recording depreciation, amortization, debt restructuring, and certain accrued liabilities. The deferred tax assets are primarily attributable to transaction costs being amortized for tax purposes and various inventory and accounts
receivable reserves.

NOTE 9STOCK OPTIONS

In
July 2009, the Company adopted the 2009 Stock Incentive Plan. The Plan permits the grant of 4,967 various stock awards to purchase shares of common stock of the Company to approved key employees.

During 2011 (date of grant), 892 stock options (options) were granted to a key employee. The options vested over 3 years in equal
yearly installments on the anniversary date of the date of grant until the employee terminated employment on January 21, 2013. The employee did not exercise the options within 60 days of cessation of employment, therefore in accordance with the
agreement the options expired in 2013.

On August 19, 2013, a total of 524 stock options were granted to two employees. The options become
exercisable in equal yearly installments on the anniversary date of each of the three years following the date of grant. The options expire in ten years from the date of grant.

The fair value of each option award is estimated on the date of grant using a Black Scholes option valuation model that uses the assumptions noted in the
table below. Expected volatilities are based on comparisons with similar companies. The expected term of the options are based on the exercisable period. The Company uses historical data to estimate employee termination within the valuation model.
The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The remaining weighted average life on the stock options approximates 8.50 years.



|                                                |  |      |          |  
|----------------------------------------------- |  | ---- | -------- | -
|                                                |  | 2013 |         
|Assumptions used for issuance of stock options: |  |      |          |  
|Expected volatility                             |  |      | 39       | %
|Expected dividends                              |  |      | 0        | %
|Expected term                                   |  |      | 10 years |  
|Risk-free rate                                  |  |      | 2.74     | %



(Continued)

11



---

DEFIANCE INTEGRATED TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014 and 2013

(unaudited)



NOTE 9STOCK OPTIONS (Continued)



A summary of option activity under the Plan as of December 31, 2014 and 2013:



|                               |  |        |     |  |                |   |        |        |  |  |                |   |  |   |         |  
|------------------------------ |  | ------ | --- |  | -------------- | - | ------ | ------ |  |  | -------------- | - |  | - | ------- | -
|                               |  | 2014   |     |  | 2013           |  
|                               |  |        |     |  | Weighted-      |   |        |        |  |  | Weighted-      |  
|                               |  |        |     |  | Average        |   |        |        |  |  | Average        |  
|Options                        |  | Shares |     |  | Exercise Price |   |        | Shares |  |  | Exercise Price |  
|Outstanding, beginning of year |  |        | 524 |  |                | $ | 195.78 |        |  |  | 892            |   |  | $ | 324.18  |  
|Granted                        |  |        |    |  |                |   |       |        |  |  | 524            |   |  |   | 195.78  |  
|Exercised                      |  |        |    |  |                |   |       |        |  |  |               |   |  |   |        |  
|Forfeited or expired           |  |        |    |  |                |   |       |        |  |  | (892           | ) |  |   | (324.18 | )
|                               |  |        |     |  |                |   |        |        |  |  |                |   |  |   |         |  
|Outstanding, end of year       |  |        | 524 |  |                | $ | 195.78 |        |  |  | 524            |   |  | $ | 195.78  |  
|                               |  |        |     |  |                |   |        |        |  |  |                |   |  |   |         |  

A summary of the status of the Companys options as of December 31, 2014 and 2013, and changes during the years
ended are presented below:



|                             |  |        |      |   |            |   |         |        |  |  |            |   |  |   |         |  
|---------------------------- |  | ------ | ---- | - | ---------- | - | ------- | ------ |  |  | ---------- | - |  | - | ------- | -
|                             |  | 2014   |      |   | 2013       |  
|                             |  |        |      |   | Weighted-  |   |         |        |  |  | Weighted-  |  
|                             |  |        |      |   | Average    |   |         |        |  |  | Average    |  
|                             |  |        |      |   | Grant-Date |   |         |        |  |  | Grant-Date |  
|Options                      |  | Shares |      |   | Fair Value |   |         | Shares |  |  | Fair Value |  
|Nonvested, beginning of year |  |        | 524  |   |            | $ | 104.06  |        |  |  | 595        |   |  | $ | 257.64  |  
|Granted                      |  |        |     |   |            |   |        |        |  |  | 524        |   |  |   | 104.06  |  
|Vested                       |  |        | (174 | ) |            |   | (104.06 | )      |  |  |           |   |  |   |        |  
|Forfeited                    |  |        |     |   |            |   |        |        |  |  | (595       | ) |  |   | (257.64 | )
|                             |  |        |      |   |            |   |         |        |  |  |            |   |  |   |         |  
|Nonvested, end of year       |  |        | 350  |   |            | $ | 104.06  |        |  |  | 524        |   |  | $ | 104.06  |  
|                             |  |        |      |   |            |   |         |        |  |  |            |   |  |   |         |  

As of December 31, 2014 and 2013, there was approximately $28,500 and $46,500, respectively, of total unrecognized
compensation cost related to non-vested share-based compensation arrangements granted under the Plan. This expense will be recognized over the next two years. In accordance with ASC 718, due to the fact that the options vest with time, the Company
has recognized approximately $18,000 and ($35,275) of compensation expense as of December 31, 2014 and 2013, respectively, related to options that the employee has earned.



12