UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 |
Regulation FD Disclosure |
As provided in General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. By furnishing this information, we make no admission as to the materiality of any information in this report that is being disclosed solely pursuant to Regulation FD.
Chart Industries, Inc., a Delaware corporation (“Chart”), hereby furnishes the following information regarding its business that was prepared in connection with the financing activities related to the proposed $4.4 billion acquisition (the “Acquisition”) of the business of Howden (as defined below).
Sources and Uses of Funds
We intend to use the proceeds from the Offering (as defined below), and the issuance of Preferred Stock, and borrowings under a new term loan B facility under our senior secured credit facility (the “Term Loan Facility”), to fund the Acquisition and to pay fees and expenses in connection with the Transactions (as defined hereafter), including the payment of certain of Howden’s debt at the closing of the Acquisition (the “Transactions”).
The following table sets forth the estimated sources and uses of funds in connection with the Transactions, assuming that they occurred within 30 days of the Offering and based on estimated amounts outstanding on that date. The actual sources and uses of funds may vary from the estimated sources and uses of funds set forth below.
Sources of Funds |
Uses of Funds |
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(dollars in millions) |
(dollars in millions) |
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Term Loan |
$1,315.0 | Net consideration for Transactions(4) |
$4,347.7 | |||||||
Secured Notes(1) |
1,310.0 | Transaction fees and expenses (5) |
112.3 | |||||||
Unsecured Notes(2) |
750.0 | Cash to Combined Chart |
15.0 | |||||||
Preferred Stock(3) |
1,100 | |||||||||
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Total sources of funds |
$4,475.0 | Total uses of funds |
$4,475.0 | |||||||
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(1) |
Reflects aggregate principal amount of Secured Notes offered. |
(2) |
Reflects aggregate principal amount of Unsecured Notes offered. |
(3) |
Reflects the face amount of Preferred Stock that we agreed to issue to the Primary Seller (as defined below) as consideration for the Acquisition. See our Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on November 9, 2022 for a description of such Preferred Stock. In lieu of Preferred Stock, subject to market conditions, we may offer common stock and/or mandatory convertible equity securities linked to our common stock in one or more public offerings or private placements on terms and at prices that are yet to be determined and use the net proceeds from such offerings to reduce the amount of Preferred Stock. We cannot assure you that any such offerings will be consummated. Any such offering will only be conducted through one or more prospectuses filed under an effective registration statement or pursuant to one or more private placements exempt from registration under the Securities Act (as defined below). |
(4) |
Represents estimated aggregate consideration payable to the Sellers (as defined below) on the closing of the Transactions of approximately $4.4 billion, net of cash on Howden’s balance sheet, which remains subject to certain purchase price adjustments. |
(5) |
Represents estimated fees and expenses associated with the Transactions, including financing fees, advisory fees and other transaction costs and professional fees. |
Non-GAAP Financial Measures
A copy of the reconciliation of certain non-GAAP financial measures to the most directly comparable GAAP financial measure is furnished pursuant to this Item 7.01 as Exhibit 99.1 and is incorporated by reference herein.
Item 8.01 |
Other Events |
Proposed Offering
On December 5, 2022, Chart issued a press release announcing the commencement of a proposed offering (the “Offering”) of up to $1,310,000,000 aggregate principal amount of senior secured notes due 2030 (the “Secured Notes”) and $750,000,000 aggregate principal amount of senior unsecured notes due 2031 (the “Unsecured Notes” and, together with the Secured Notes, the “Notes”), subject to market and other conditions. Chart intends to use the proceeds from the Offering, together with convertible preferred stock Chart may issue to the Primary Seller and borrowings under a new term loan B facility, to fund the previously announced acquisition of Howden and pay all associated costs and expenses. A copy of the press release announcing the Offering is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The Notes will be offered and sold in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws.
This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy the Notes. No offer, solicitation or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. Any offers of the Notes will be made only by means of a private offering memorandum.
Financial Statements
As previously announced, on November 8, 2022, Chart entered into the Equity Purchase Agreement (the “Purchase Agreement”) by and among Chart and Granite Holdings I B.V., a Dutch private limited liability company (“Primary Seller”), Granite Holdings II B.V., a Dutch private limited liability company (“BV II”), and Granite US Holdings GP, LLC, a Delaware limited liability company (the “US GP Seller” and, together with Primary Seller and BV II, the “Sellers”), Granite US Holdings LP, a Delaware limited partnership (“Granite US”), Granite Acquisition GmbH, a German limited liability company (“Granite Germany”), Granite Canada Holdings Acquisition Corp., a corporation formed pursuant to the laws of British Columbia (“Granite Canada”), and HowMex Holdings, S. de R.L. de C.V., a Mexican limited liability company (“Granite Mexico” and, together with BV II, Granite US, Granite Germany and Granite Canada, the “Acquired Companies”). Pursuant to the Purchase Agreement and subject to the terms and conditions set forth therein, Chart will acquire, directly or indirectly, from the Sellers all of the equity interests of the Acquired Companies, which collectively constitutes the business of Howden (“Howden”).
In connection with the Acquisition, Chart is filing herewith (i) the audited consolidated financial statements of BV II as of and for the years ended December 31, 2021 and 2020, together with the notes thereto and the independent auditor’s report thereon, which is filed as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference, (ii) the unaudited condensed consolidated interim financial statements of BV II as of September 30, 2022 and December 31, 2021 and for the three and nine month periods ended September 30, 2022 and October 1, 2021, together with the notes thereto, which is filed as Exhibit 99.4 to this Current Report on Form 8-K and is incorporated herein by reference and (iii) the unaudited pro forma condensed combined financial data for Chart and BV II as of September 30, 2022 and for the nine months ended September 30, 2022 and the year ended December 31, 2021, together with the notes thereto, which is filed as Exhibit 99.5 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking Statements
Certain statements made in this Current Report on Form 8-K are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning Chart’s business plans, including statements regarding anticipated acquisitions, future cost synergies and efficiency savings, objectives, future orders, revenues, margins, earnings, performance or outlook, business or industry trends and other information that is not historical in nature. Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “could,” “expects,” “anticipates,” “believes,” “projects,” “forecasts,” “indicators”, “outlook,” “guidance,” “continue,” “target,” or the negative of such terms or comparable terminology.
Item 9.01 |
Financial Statements and Exhibits |
(d) |
Exhibits. |
Exhibit |
Description | |
23.1 |
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99.1 |
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99.2 |
Press Release of Chart Industries, Inc., dated as of December 5, 2022. | |
99.3 |
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99.4 |
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99.5 |
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104 |
Cover Page Interactive Data File. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Chart Industries, Inc. | ||||||
Date: December 5, 2022 |
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By: |
/s/ Jillian C. Evanko | |||||
Name: |
Jillian C. Evanko | |||||
Title: |
President and Chief Executive Officer |
Exhibit 23.1
Consent of Independent Auditors
We consent to the use of our report dated April 19, 2022 (except for Note 2(A), Note 20 and Note 22, as to which the date is November 25, 2022) with respect to the consolidated financial statements of Granite Holdings II B.V., included in this Current Report on Form 8-K of Chart Industries, Inc.
/s/ Ernst & Young LLP
Ernst & Young LLP
Edinburgh, United Kingdom
December 5, 2022
Exhibit 99.1
CHART INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME ATTRIBUTABLE TO CHART INDUSTRIES, INC. CONTINUING OPERATIONS TO PRO FORMA ADJUSTED EBITDA AND FREE CASH FLOW (UNAUDITED)
(Dollars in millions, except per share amounts)
Last Twelve Months Ended September 30, 2022 |
Nine Months Ended September 30, 2022 |
Nine Months Ended September 30, 2021 |
Year Ended December 31, 2021 |
Year Ended December 31, 2020 |
Year Ended December 31, 2019 |
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Sales |
$ | 1,549.9 | $ | 1,171.0 | $ | 938.8 | $ | 1,317.7 | $ | 1,177.1 | $ | 1,215.5 | ||||||||||||
Net income attributable to Chart Industries, Inc. continuing operations (U.S. GAAP) |
$ | 76.5 | $ | 64.4 | $ | 47.0 | $ | 59.1 | $ | 68.9 | $ | 31.4 | ||||||||||||
Interest expense, net |
16.6 | 13.3 | 7.4 | 10.7 | 17.7 | 14.7 | ||||||||||||||||||
Financing costs amortization |
6.9 | 2.1 | 3.5 | 8.3 | 4.3 | 3.0 | ||||||||||||||||||
Income tax expense |
7.6 | 4.0 | 9.9 | 13.5 | 14.9 | 2.8 | ||||||||||||||||||
Depreciation and amortization |
83.2 | 62.4 | 59.8 | 80.6 | 84.4 | 77.6 | ||||||||||||||||||
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EBITDA (non-GAAP) |
190.8 | 146.2 | 127.6 | 172.2 | 190.2 | 129.5 | ||||||||||||||||||
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Restructuring related costs (1) |
| | | 3.5 | 13.6 | 15.6 | ||||||||||||||||||
Asset impairments (2) |
| | | | 16.0 | | ||||||||||||||||||
Other non-cash charges (3) |
11.0 | 7.9 | 8.1 | 11.2 | 8.6 | 8.8 | ||||||||||||||||||
Other non-operating expenses (credits) (4) |
51.2 | 41.0 | (1.6 | ) | 8.6 | | | |||||||||||||||||
Transaction costs (5) |
1.3 | 1.3 | 3.6 | 3.6 | 0.3 | 6.5 | ||||||||||||||||||
Non-cash items (increasing) decreasing net income (6) |
(5.6 | ) | (2.5 | ) | 7.6 | 4.5 | | | ||||||||||||||||
Non-cash items attributable to mark to market of any equity interests and hedging obligations (7) |
7.7 | 10.0 | (2.0 | ) | (4.3 | ) | (14.3 | ) | (0.7 | ) | ||||||||||||||
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Adjusted EBITDA (non-GAAP) |
$ | 256.4 | $ | 203.9 | $ | 143.3 | $ | 199.3 | $ | 214.4 | $ | 159.7 | ||||||||||||
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Adjusted EBITDA margin (non-GAAP) |
16.5 | % | 17.4 | % | 15.3 | % | 15.1 | % | 18.2 | % | 13.1 | % | ||||||||||||
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Adjusted EBITDA (non-GAAP) |
$ | 256.4 | $ | 203.9 | $ | 143.3 | $ | 199.3 | $ | 214.4 | $ | 159.7 | ||||||||||||
Pro forma EBITDA from acquisitions to the extent not included in Adjusted EBITDA (8) |
2.0 | 1.5 | 6.3 | 6.8 | 2.1 | $ | 12.8 | |||||||||||||||||
Pro forma synergies to be achieved within twelve months of acquisition (8) |
8.6 | 6.5 | 22.6 | 24.7 | 5.1 | 31.6 | ||||||||||||||||||
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Pro Forma Adjusted EBITDA (non-GAAP) |
$ | 267.0 | $ | 211.9 | $ | 172.2 | $ | 230.8 | $ | 221.6 | $ | 204.1 | ||||||||||||
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Capital expenditures |
(64.4 | ) | (48.2 | ) | (36.5 | ) | (52.7 | ) | (37.9 | ) | (36.2 | ) | ||||||||||||
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Free cash flow (non-GAAP) |
$ | 202.6 | $ | 163.7 | $ | 135.7 | $ | 178.1 | $ | 183.7 | $ | 167.9 | ||||||||||||
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(1) |
Restructuring related costs: |
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During the year ended December 31, 2021 were comprised of relocation and facility start-up costs and departmental restructuring, including headcount reductions. |
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During the year ended December 31, 2020 were comprised of restructuring costs, that primarily related to facility consolidations as well as departmental restructuring, including headcount reductions. |
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During the year ended December 31, 2019 were comprised of cost reduction or avoidance actions, including facility consolidations, streamlining of the commercial activities surrounding our after-market services business, geographic realignment of our manufacturing capacity and facility closure as well as departmental restructuring. |
1
(2) |
Includes $16.0 million impairment of our trademarks and trade names indefinite-lived intangible assets related to the AXC business in our Heat Transfer Systems segment for the year ended December 31, 2020. |
(3) |
Other non-cash charges is comprised of share-based compensation expense for all periods presented. |
(4) |
Other non-operating expenses: |
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During the last twelve months ended September 30, 2022 were comprised of $16.9 million due to supply chain related disruptions, $8.2 million due to startup/capacity, $7.8 million due to deal and integration costs, $7.4 million due to restructuring, $6.6 million due to Covid-19 related disruptions, $4.3 million due to weather and infrastructure related disruptions, Russia-Ukraine conflict and other. |
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During the nine months ended September 30, 2022 were comprised of $15.4 million due to supply chain related disruptions, $7.2 million due to deal and integration costs, $7.2 million due to restructuring, $6.3 million due to startup/capacity, $4.3 million due to weather and infrastructure related disruptions, Russia-Ukraine conflict and other and $0.6 million due to Covid-19 related disruptions. |
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During the year ended December 31, 2021 were comprised of $6.0 million due to Covid-19 related disruptions and $2.6 million related to capacity expansion one time costs, startup costs and legal costs associated with the divestiture of our cryobiological storage products business. |
(5) |
Transaction costs were comprised of legal, consulting and other professional services fees associated with the acquisitions of: |
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CSC A.B., Fronti Fabrications, Inc., L.A. Turbine, AdEdge Holdings, LLC, and Earthly Labs, Inc. for the last twelve months ended September 30, 2022, |
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Cryogenic Gas Technologies, Inc., L.A. Turbine, AdEdge Holdings, LLC, Earthly Labs, Inc. Alabama Trailers, BlueInGreen, LLC and Sustainable Energy Solutions, Inc. for the year ended December 31, 2021, |
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BlueInGreen LLC and Alabama Trailers for the year ended December 31, 2020 and |
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Air-X-Changers for the year ended December 31, 2019. |
(6) |
Non-cash items (increasing) decreasing net income for the last twelve months ended September 30, 2022 and the year ended December 31, 2021 were comprised of amortization of net periodic pension income, contingent consideration fair value adjustments and fair value adjustments to our voluntary deferred income plan. |
(7) |
Non-cash items attributable to mark to market of any equity interests and hedging obligations for the last twelve months ended September 30, 2022 and the year ended December 31, 2021 were comprised of fair value adjustments of our investments in McPhy (Euronext Paris: MCPHY - ISIN; FR001742329) and Stabilis Energy, Inc. (NasdaqCM: SLNG). |
(8) |
Pro forma EBITDA from acquisitions to the extent not included in Adjusted EBITDA and pro forma synergies to be achieved within twelve months of acquisition related to: |
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Earthly Labs, Inc. CSC A.B and Fronti Fabrications, Inc. for the last twelve months ended September 30, 2022, |
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Cryogenic Gas Technologies, Inc., L.A. Turbine, AdEdge Holdings, LLC, Earthly Labs, Inc. for the year ended December 31, 2021, |
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BlueInGreen LLC and Alabama Trailers for the year ended December 31, 2020 and |
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Air-X-Changers for the year ended December 31, 2019. |
Pro forma adjusted EBITDA and free cash flow are not a measures of financial performance under U.S. GAAP and should not be considered as alternatives to net income in accordance with U.S. GAAP. Management believes that pro forma adjusted EBITDA and free cash flow facilitate useful period-to-period comparisons of our financial results and this information is used by us in evaluating internal performance. Our calculation of these non-GAAP measures may not be comparable to the calculations of similarly titled measures reported by other companies.
2
Exhibit 99.2
Chart Industries, Inc. Announces Proposed Offering of Senior Secured Notes and Senior Unsecured Notes
Atlanta, Georgia December 5, 2022Chart Industries, Inc. (NYSE: GTLS) (Chart) announced today that, subject to market conditions and other conditions, it intends to offer up to $1,310,000,000 aggregate principal amount of senior secured notes due 2030 (the Secured Notes) and $750,000,000 aggregate principal amount of senior unsecured notes due 2031 (the Unsecured Notes and, together with the Secured Notes, the Notes).
Chart intends to use the proceeds from the offering, together with convertible preferred stock Chart may issue to the primary seller as consideration for the acquisition and borrowings under a new term loan B facility, to fund the previously announced acquisition of Howden and pay all associated costs and expenses.
The Notes will be fully and unconditionally guaranteed, jointly and severally, by each of Charts wholly owned domestic subsidiaries that guarantee its senior secured credit facilities. The Secured Notes will be secured by a first-priority liens on all of the assets that secure Charts and the guarantors obligations under Charts senior secured credit facilities.
The Notes will be offered and sold in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act), and to non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws.
This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy the Notes. No offer, solicitation or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. Any offers of the Notes will be made only by means of a private offering memorandum.
FORWARD-LOOKING STATEMENTS
Certain statements made in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning Charts business plans, including statements regarding anticipated acquisitions, future cost synergies and efficiency savings, objectives, future orders, revenue, margins, earnings, performance or outlook, business or industry trends and other information that is not historical in nature. Forward-looking statements may be identified by terminology such as may, will, should, could, expects, anticipates, believes, projects, forecasts, indicators, outlook, guidance, continue, target, or the negative of such terms or comparable terminology.
Exhibit 99.3
CONSOLIDATED FINANCIAL STATEMENTS
Granite Holdings II B.V. and Subsidiaries
As of and for the years ended of December 31, 2021 and 2020
With Report of Independent Auditors
1
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
Page | ||||
Report of Independent Auditors |
3 | |||
Consolidated Statements of Operations |
5 | |||
Consolidated Statements of Comprehensive Income (Loss) |
6 | |||
Consolidated Balance Sheets |
7 | |||
Consolidated Statements of Equity |
8 | |||
Consolidated Statements of Cash Flows |
9 | |||
Notes to Consolidated Financial Statements |
10 | |||
Note 1. Organization and Nature of Operations |
10 | |||
Note 2. Basis of Presentation |
11 | |||
Note 3. Summary of Significant Accounting Policies |
14 | |||
Note 4. Recently Issued Accounting Pronouncements |
23 | |||
Note 5. Acquisitions |
25 | |||
Note 6. Revenue Recognition |
30 | |||
Note 7. Income Taxes |
32 | |||
Note 8. Goodwill and Intangible Assets |
35 | |||
Note 9. Property, Plant and Equipment, Net |
36 | |||
Note 10. Inventories, Net |
36 | |||
Note 11. Components of Accumulated Other Comprehensive Income |
37 | |||
Note 12. Leases |
38 | |||
Note 13. Debt |
40 | |||
Note 14. Accrued Liabilities |
42 | |||
Note 15. Defined Benefit Plans |
43 | |||
Note 16. Financial Instruments and Fair Value Measurements |
47 | |||
Note 17. Variable Interest Entities |
50 | |||
Note 18. Commitments and Contingencies |
51 | |||
Note 19. Management Incentive Compensation |
51 | |||
Note 20. Segmental Reporting |
53 | |||
Note 21. Related Parties |
54 | |||
Note 22. Subsequent Events |
55 |
2
Report of Independent Auditors
To the Shareholders and the Board of Directors of Granite Holdings II B.V.
Opinion on the Financial Statements
We have audited the consolidated financial statements of Granite Holdings II B.V. and Subsidiaries (the Company), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for the years then ended and the related notes (collectively referred to as the financial statements).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
Restatement of 2021 and 2020 Financial Statements
As discussed in Note 2(A) and Note 2(B) to the consolidated financial statements, the 2021 and 2020 consolidated financial statements have been restated to correct misstatements.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Companys ability to continue as a going concern for one year after the date that the financial statements are available to be issued.
Auditors Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free of material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
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In performing an audit in accordance with GAAS, we:
| Exercise professional judgment and maintain professional skepticism throughout the audit. |
| Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
| Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control. Accordingly, no such opinion is expressed. |
| Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. |
| Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Companys ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
Ernst & Young LLP
Edinburgh, United Kingdom
April 19, 2022, except for Note 2(A), Note 20 and Note 22, as to which the date is November 25, 2022
4
GRANITE HOLDINGS II B.V.
CONSOLIDATED STATEMENT OF OPERATIONS
In thousands of US Dollars ($)
Year Ended | Year Ended | |||||||
December 31, | December 31, | |||||||
2021 | 2020 | |||||||
(As restated) | (As restated) | |||||||
Net sales: |
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Products |
$ | 1,382,567 | $ | 1,271,926 | ||||
Services |
193,571 | 126,940 | ||||||
Total net sales |
1,576,138 | 1,398,866 | ||||||
Cost of sales: |
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Products |
940,698 | 868,962 | ||||||
Services |
131,963 | 86,688 | ||||||
Total cost of sales |
1,072,661 | 955,650 | ||||||
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Gross profit |
503,477 | 443,216 | ||||||
Selling, general and administrative expense |
318,763 | 341,051 | ||||||
Acquisition-related costs |
17,257 | 2,545 | ||||||
Restructuring and other related charges |
5,509 | 9,897 | ||||||
|
|
|
|
|||||
Operating income |
161,948 | 89,723 | ||||||
(Gain) loss on derivative contracts |
(17,960 | ) | 51,389 | |||||
Interest expense |
103,621 | 117,761 | ||||||
Other income |
(5,909 | ) | (2,641 | ) | ||||
|
|
|
|
|||||
Income (loss) before income taxes |
82,196 | (76,786 | ) | |||||
Provision for income taxes |
47,743 | (29,867 | ) | |||||
|
|
|
|
|||||
Net income (loss) |
34,453 | (46,919 | ) | |||||
Less: income attributable to non-controlling interest, net of taxes |
8,980 | 9,869 | ||||||
|
|
|
|
|||||
Net income (loss) attributable to Granite Holdings II B.V. |
$ | 25,473 | $ | (56,788 | ) | |||
|
|
|
|
See Notes to Consolidated Financial Statements
5
GRANITE HOLDINGS II B.V.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
In thousands of US Dollars ($)
Year Ended | ||||||||
Year Ended | December 31, | |||||||
December 31, | 2020 | |||||||
2021 | (As restated) | |||||||
Net income (loss) |
$ | 34,453 | $ | (46,919 | ) | |||
Other comprehensive (loss) income: |
||||||||
Foreign currency translation |
(18,127 | ) | 32,370 | |||||
Unrealized loss on hedging activities, net of tax of $0, $(324) |
| (569 | ) | |||||
Changes in unrecognized pension cost, net of tax of $0, $1,809 |
(150 | ) | (2,755 | ) | ||||
Amounts reclassified from accumulated other comprehensive income: |
||||||||
Derecognition of cash flow hedges |
647 | | ||||||
Reclassification adjustment for net loss included in net income |
| (470 | ) | |||||
|
|
|
|
|||||
Other comprehensive (loss) income |
(17,630 | ) | 28,576 | |||||
|
|
|
|
|||||
Comprehensive income (loss) |
16,823 | (18,343 | ) | |||||
Less: comprehensive income attributable to non-controlling interest |
9,683 | 11,533 | ||||||
|
|
|
|
|||||
Comprehensive income (loss) attributable to Granite Holdings II B.V. |
$ | 7,140 | $ | (29,876 | ) | |||
|
|
|
|
See Notes to Consolidated Financial Statements
6
GRANITE HOLDINGS II B.V.
CONSOLIDATED BALANCE SHEETS
In thousands of US Dollars ($)
December 31, | December 31, | |||||||
2021 | 2020 | |||||||
(As restated) | (As restated) | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 144,268 | $ | 104,503 | ||||
Trade receivables, less allowance for doubtful accounts of $24,811 and $28,744 |
608,318 | 527,449 | ||||||
Inventories, net |
235,495 | 160,407 | ||||||
Prepaid expenses |
49,675 | 32,217 | ||||||
Other current assets |
73,042 | 55,968 | ||||||
|
|
|
|
|||||
Total current assets |
1,110,798 | 880,544 | ||||||
Property, plant and equipment, net |
253,466 | 233,915 | ||||||
Goodwill |
784,031 | 667,929 | ||||||
Intangible assets, net |
735,538 | 639,075 | ||||||
Deferred income taxes |
1,497 | 1,307 | ||||||
Lease asset - right of use |
79,452 | 44,155 | ||||||
Other non-current assets |
48,167 | 39,998 | ||||||
|
|
|
|
|||||
Total assets |
$ | 3,012,949 | $ | 2,506,923 | ||||
|
|
|
|
|||||
LIABILITIES AND EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 372,930 | $ | 308,088 | ||||
Customer advances and billings in excess of costs incurred |
243,624 | 174,910 | ||||||
Current portion of long-term debt |
13,357 | 9,174 | ||||||
Accrued liabilities |
216,072 | 208,226 | ||||||
|
|
|
|
|||||
Total current liabilities |
845,983 | 700,398 | ||||||
Deferred tax liabilities |
118,123 | 98,252 | ||||||
Long-term debt, less current portion |
1,438,533 | 1,130,159 | ||||||
Non-current derivative liability |
37,976 | 65,297 | ||||||
Non-current lease liability |
65,467 | 34,363 | ||||||
Other non-current liabilities |
31,576 | 20,573 | ||||||
|
|
|
|
|||||
Total liabilities |
2,537,658 | 2,049,042 | ||||||
Equity: |
||||||||
Additional paid-in capital |
552,678 | 551,111 | ||||||
Accumulated deficit |
(136,880 | ) | (162,353 | ) | ||||
Accumulated other comprehensive income |
15,375 | 33,708 | ||||||
|
|
|
|
|||||
Total Granite Holdings II B.V. equity |
431,173 | 422,466 | ||||||
Non-controlling interest |
44,118 | 35,415 | ||||||
|
|
|
|
|||||
Total equity |
475,291 | 457,881 | ||||||
|
|
|
|
|||||
Total liabilities and equity |
$ | 3,012,949 | $ | 2,506,923 | ||||
|
|
|
|
See Notes to Consolidated Financial Statements
7
GRANITE HOLDINGS II B.V.
CONSOLIDATED STATEMENTS OF EQUITY
In thousands of US Dollars ($)
Accumulated | ||||||||||||||||||||
Other | ||||||||||||||||||||
Accumulated | Additional Paid- | Comprehensive | Non-controlling | |||||||||||||||||
Deficit | In Capital | Income | Interest | Total | ||||||||||||||||
Balance at December 31, 2019 |
$ | (107,972 | ) | $ | 548,778 | $ | 6,796 | $ | 57,938 | $ | 505,540 | |||||||||
Net (loss) income |
(56,788 | ) | | | 9,869 | (46,919 | ) | |||||||||||||
Distributions to non-controlling owners |
| | | (9,799 | ) | (9,799 | ) | |||||||||||||
Distributions from joint-ventures |
250 | | | | 250 | |||||||||||||||
Share-based compensation |
| 2,333 | | | 2,333 | |||||||||||||||
Other comprehensive income, net of tax of $1,485 |
| | 26,912 | 1,664 | 28,576 | |||||||||||||||
Repurchase of non-controlling interests |
2,157 | | | (24,257 | ) | (22,100 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2020 (As restated) |
(162,353 | ) | 551,111 | 33,708 | 35,415 | 457,881 | ||||||||||||||
Net income |
25,473 | | | 8,980 | 34,453 | |||||||||||||||
Distributions to non-controlling owners |
| | | (980 | ) | (980 | ) | |||||||||||||
Share-based compensation |
| 1,567 | | | 1,567 | |||||||||||||||
Other comprehensive (loss) income, net of tax of $0 |
| | (18,333 | ) | 703 | (17,630 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2021 |
$ | (136,880 | ) | $ | 552,678 | $ | 15,375 | $ | 44,118 | $ | 475,291 | |||||||||
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements
8
GRANITE HOLDINGS II B.V.
CONSOLIDATED STATEMENTS OF CASH FLOWS
In thousands of US Dollars ($)
Year Ended | ||||||||
Year Ended | December 31, | |||||||
December 31, | 2020 | |||||||
2021 | (As restated) | |||||||
Cash flows from operating activities: |
||||||||
Net income (loss) |
$ | 34,453 | $ | (46,919 | ) | |||
Adjustments to reconcile net loss to net cash provided by operating activities: |
||||||||
Impairment of goodwill and property, plant and equipment |
| 1,322 | ||||||
Depreciation and amortization |
78,486 | 123,376 | ||||||
Unrealized (gain) loss on derivatives |
(26,806 | ) | 48,043 | |||||
Amortization of capitalized debt issuance costs |
10,467 | 8,603 | ||||||
Stock-based compensation expense |
1,567 | 2,333 | ||||||
Deferred income tax |
4,395 | (56,972 | ) | |||||
(Gain) loss on sale of property, plant and equipment |
(1,977 | ) | 56 | |||||
Changes in operating assets and liabilities: |
||||||||
Trade receivables, net |
(51,020 | ) | 64,850 | |||||
Inventories, net |
(55,742 | ) | (3,647 | ) | ||||
Accounts payable |
59,202 | (43,264 | ) | |||||
Customer advances and billings in excess of costs incurred |
65,953 | (595 | ) | |||||
Other receivables |
(30,159 | ) | 25,367 | |||||
Changes in other operating assets and liabilities |
(29,000 | ) | (13,918 | ) | ||||
|
|
|
|
|||||
Net cash provided by operating activities |
59,819 | 108,635 | ||||||
|
|
|
|
|||||
Cash flows from investing activities: |
||||||||
Purchases of property, plant and equipment |
(28,813 | ) | (25,787 | ) | ||||
Proceeds from sale of property, plant and equipment |
2,839 | 539 | ||||||
Acquisitions, net of cash acquired |
(283,841 | ) | (495 | ) | ||||
Payment for Granite Acquisition |
| (1,116 | ) | |||||
|
|
|
|
|||||
Net cash used in investing activities |
(309,815 | ) | (26,859 | ) | ||||
|
|
|
|
|||||
Cash flows from financing activities: |
||||||||
Proceeds from short-term borrowings |
1,225 | 675 | ||||||
Repayment of short-term borrowings |
(5,949 | ) | (51 | ) | ||||
Proceeds from long-term borrowings |
508,945 | 161,000 | ||||||
Repayment of long-term borrowings |
(209,362 | ) | (230,896 | ) | ||||
Distributions to non-controlling interests |
(3,741 | ) | (7,039 | ) | ||||
Purchase of non-controlling interest shares |
| (22,100 | ) | |||||
Other financing activities |
249 | | ||||||
|
|
|
|
|||||
Net cash from (used in) financing activities |
291,367 | (98,411 | ) | |||||
|
|
|
|
|||||
Effect of foreign exchange rates on cash and cash equivalents |
(1,606 | ) | 6,494 | |||||
|
|
|
|
|||||
Increase (decrease) in cash and cash equivalents |
39,765 | (10,141 | ) | |||||
Cash and cash equivalents, beginning of period |
104,503 | 114,644 | ||||||
|
|
|
|
|||||
Cash and cash equivalents, end of period |
$ | 144,268 | $ | 104,503 | ||||
|
|
|
|
See Notes to Consolidated Financial Statements
9
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
1. Organization and Nature of Operations
Granite Holdings II B.V. (GHBV, the Company, or the Business) and its subsidiaries is a global organization that designs, manufactures, installs and maintains air and gas handling products for use in a wide range of markets, including Energy and Renewables, Mining Safety, Industrial Solutions, Infrastructure Solutions, and Coal Power. The Companys products are marketed to customers under the Howden brand name.
GHBV was formed on September 30, 2019, to effect the acquisition of the Air and Gas Handling Business (Howden) of Colfax Corporation (the Granite Acquisition). The Granite Acquisition closed on September 30, 2019, the acquisition date. GHBV is owned and controlled by KPS Capital Partners (KPS), a private equity firm. Subsequent to the Acquisition, the Consolidated Statement of Operations include amortization expense relating to the fair value adjustments and depreciation expense based on the fair value of Howdens finite intangible assets, definite-lived intangible assets, and property, plant and equipment, that had previously been carried at historical cost less accumulated depreciation.
For financial reporting and accounting purposes, Granite Holdings II B.V. was the acquirer of Howden. The consolidated financial statements are presented as of December 31, 2021 and December 31, 2020 and for the years ended December 31, 2021 and December 31, 2020.
10
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
2. Basis of Presentation
The Companys Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) on a going concern basis and include all majority-owned subsidiaries over which the Company exercises control and, when applicable, entities or joint ventures for which the Company has a controlling financial interest or is the primary beneficiary. When protective rights, substantive rights or other factors exist, further analysis is performed in order to determine whether or not there is a controlling financial interest. The Consolidated Financial Statements reflect the assets, liabilities, revenues and expenses of consolidated subsidiaries and the non-controlling parties ownership share is presented as a non-controlling interest. All intercompany accounts and transactions have been eliminated in consolidation.
2(A). 2021 and 2020 Restatements
The following errors in the Companys consolidated financial statements issued April 19, 2022, were identified and corrected:
| A reclassification of gains and losses on derivative contracts from selling, general and administrative expenses to gain (loss) on derivative contracts, and therefore below operating income has been made in the years ended December 31, 2021 and December 31, 2020. This reclassification did not impact the net loss in the aforementioned periods. The reclassification resulted in an increase to selling, general and administrative expenses in the year ended December 31, 2021 of $18.0 million, and a decrease to selling, general and administrative expenses in the year ended December 31, 2020 of $51.4 million. |
| Deferred revenue previously disclosed as a net reduction of trade receivables has been reclassified to customer advances and billings in excess of costs incurred. The Company has reclassified $6.3 million and $5.6 million in the consolidated financial statements as of December 31, 2021, and 2020, respectively. |
2(B). 2020 Restatements
Additionally, the following errors in the Companys consolidated financial statements issued April 6, 2021, were identified and corrected:
| Correction of the provision for income taxes, income taxes payable, and deferred income tax assets and liabilities related to assets acquired and liabilities assumed as a part of the Granite Acquisition. The Company determined that tax provision estimates as of and for the year ended December 31, 2020, did not appropriately consider information available regarding the jurisdictional split of intangible assets acquired and fiscal unity determinations applicable to certain subsidiaries. The Company reassessed its accounting for the provision for income taxes with consideration of these facts. The Company has corrected the consolidated financial statements as of and for the year ended December 31, 2020, resulting in a ($21.2) million decrease to the provision for income taxes. |
| Correction of net cash provided by operating activities and net cash used in investing activities related to payments for the Granite Acquisition. The Company determined that for the year ended December 31, 2020, changes in other operating assets and liabilities incorrectly included ($10.0) million and cash payments for the Granite Acquisition were understated by $10.0 million. The Company has corrected the consolidated financial statements to appropriately reflect the $1.1 million payment for the Granite Acquisition for the year ended December 31, 2020. |
In connection with the restatement, the Company has also corrected errors determined to be immaterial, both individually and in the aggregate to the consolidated financial statements as of and for the year ended December 31, 2020, primarily for other income tax items and share-based compensation.
The following tables present the combined impact of all changes, as described above, to the applicable line items in the Consolidated Financial Statements to the Companys previously reported Consolidated Financial Statements as of and for the years ended December 31, 2021 and December 31, 2020 (in thousands).
11
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
Year Ended December 31, 2021 | ||||||||||||
As Previously | Restatement | |||||||||||
Reported | Adjustments | As Restated | ||||||||||
Selling, general and administrative expense |
$ | 300,803 | $ | 17,960 | $ | 318,763 | ||||||
|
|
|
|
|
|
|||||||
Operating income |
179,908 | (17,960 | ) | 161,948 | ||||||||
Gain on derivative contracts |
| (17,960 | ) | (17,960 | ) | |||||||
|
|
|
|
|
|
|||||||
Net income attributable to Granite Holdings II B.V. |
$ | 25,473 | $ | | $ | 25,473 | ||||||
|
|
|
|
|
|
|||||||
December 31, 2021 | ||||||||||||
As Previously | Restatement | |||||||||||
Reported | Adjustments | As Restated | ||||||||||
ASSETS |
||||||||||||
Current assets: |
||||||||||||
Trade receivables, less allowance for doubtful accounts of $24,811 |
$ | 602,064 | $ | 6,254 | $ | 608,318 | ||||||
|
|
|
|
|
|
|||||||
Total current assets |
1,104,544 | 6,254 | 1,110,798 | |||||||||
|
|
|
|
|
|
|||||||
Total assets |
$ | 3,006,695 | $ | 6,254 | $ | 3,012,949 | ||||||
|
|
|
|
|
|
|||||||
LIABILITIES AND EQUITY |
||||||||||||
Current liabilities: |
||||||||||||
Customer advances and billings in excess of costs incurred |
$ | 237,370 | $ | 6,254 | $ | 243,624 | ||||||
|
|
|
|
|
|
|||||||
Total current liabilities |
839,729 | 6,254 | 845,983 | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities |
2,531,404 | 6,254 | 2,537,658 | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities and equity |
$ | 3,006,695 | $ | 6,254 | $ | 3,012,949 | ||||||
|
|
|
|
|
|
|||||||
Year Ended December 31, 2020 | ||||||||||||
As Previously | Restatement | |||||||||||
Reported | Adjustments | As Restated | ||||||||||
Selling, general and administrative expense |
$ | 389,337 | $ | (48,286 | ) | $ | 341,051 | |||||
|
|
|
|
|
|
|||||||
Operating income |
41,437 | 48,286 | 89,723 | |||||||||
Loss on derivative contracts |
| 51,389 | 51,389 | |||||||||
Interest expense |
121,225 | (3,464 | ) | 117,761 | ||||||||
|
|
|
|
|
|
|||||||
Loss before income taxes |
(77,147 | ) | 361 | (76,786 | ) | |||||||
Provision for income taxes |
(5,744 | ) | (24,123 | ) | (29,867 | ) | ||||||
|
|
|
|
|
|
|||||||
Net loss |
(71,403 | ) | 24,484 | (46,919 | ) | |||||||
|
|
|
|
|
|
|||||||
Net loss attributable to Granite Holdings II B.V. |
$ | (81,272 | ) | $ | 24,484 | $ | (56,788 | ) | ||||
|
|
|
|
|
|
|||||||
Year Ended December 31, 2020 | ||||||||||||
As Previously | Restatement | |||||||||||
Reported | Adjustments | As Restated | ||||||||||
Net loss |
$ | (71,403 | ) | $ | 24,484 | $ | (46,919 | ) | ||||
|
|
|
|
|
|
|||||||
Comprehensive loss |
(42,827 | ) | 24,484 | (18,343 | ) | |||||||
|
|
|
|
|
|
|||||||
Comprehensive loss attributable to Granite Holdings II B.V. |
$ | (54,360 | ) | $ | 24,484 | $ | (29,876 | ) | ||||
|
|
|
|
|
|
12
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
December 31, 2020 | ||||||||||||
As Previously | Restatement | |||||||||||
Reported | Adjustments | As Restated | ||||||||||
ASSETS |
||||||||||||
Current assets: |
||||||||||||
Trade receivables, less allowance for doubtful accounts of $28,744 |
$ | 521,836 | $ | 5,613 | $ | 527,449 | ||||||
Other current assets |
62,497 | (6,529 | ) | 55,968 | ||||||||
|
|
|
|
|
|
|||||||
Total current assets |
881,460 | (916 | ) | 880,544 | ||||||||
|
|
|
|
|
|
|||||||
Total assets |
$ | 2,507,839 | $ | (916 | ) | $ | 2,506,923 | |||||
|
|
|
|
|
|
|||||||
LIABILITIES AND EQUITY |
||||||||||||
Current liabilities: |
||||||||||||
Customer advances and billings in excess of costs incurred |
$ | 169,297 | $ | 5,613 | $ | 174,910 | ||||||
Accrued liabilities |
222,907 | (14,681 | ) | 208,226 | ||||||||
|
|
|
|
|
|
|||||||
Total current liabilities |
709,466 | (9,068 | ) | 700,398 | ||||||||
Deferred tax liabilities |
116,903 | (18,651 | ) | 98,252 | ||||||||
|
|
|
|
|
|
|||||||
Total liabilities |
2,076,761 | (27,719 | ) | 2,049,042 | ||||||||
Equity: |
||||||||||||
Additional paid-in capital |
548,778 | 2,333 | 551,111 | |||||||||
Accumulated deficit |
(186,837 | ) | 24,484 | (162,353 | ) | |||||||
Total Granite Holdings II B.V. equity |
395,649 | 26,817 | 422,466 | |||||||||
|
|
|
|
|
|
|||||||
Total equity |
431,064 | 26,817 | 457,881 | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities and equity |
$ | 2,507,825 | $ | (902 | ) | $ | 2,506,923 | |||||
|
|
|
|
|
|
|||||||
Year Ended December 31, 2020 | ||||||||||||
As Previously | Restatement | |||||||||||
Reported | Adjustments | As Restated | ||||||||||
Cash flows from operating activities: |
||||||||||||
Net loss |
$ | (71,403 | ) | $ | 24,484 | $ | (46,919 | ) | ||||
Adjustments to reconcile net loss to net cash provided by operating activities: |
||||||||||||
Stock-based compensation expense |
2,694 | (361 | ) | 2,333 | ||||||||
Deferred income tax |
(32,849 | ) | (24,123 | ) | (56,972 | ) | ||||||
Changes in other operating assets and liabilities |
(23,892 | ) | 9,974 | (13,918 | ) | |||||||
|
|
|
|
|
|
|||||||
Net cash provided by operating activities |
98,661 | 9,974 | 108,635 | |||||||||
|
|
|
|
|
|
|||||||
Cash flows from investing activities: |
||||||||||||
Payment for Granite Acquisition |
8,858 | (9,974 | ) | (1,116 | ) | |||||||
|
|
|
|
|
|
|||||||
Net cash used in investing activities |
(16,885 | ) | (9,974 | ) | (26,859 | ) | ||||||
|
|
|
|
|
|
|||||||
Cash flows from financing activities: |
||||||||||||
Net cash used in financing activities |
(98,411 | ) | | (98,411 | ) | |||||||
|
|
|
|
|
|
|||||||
Cash and cash equivalents, end of period |
$ | 104,503 | $ | | $ | 104,503 | ||||||
|
|
|
|
|
|
13
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
3. Summary of Significant Accounting Policies
Business Combinations
The Company accounts for business combinations under the acquisition method of accounting. Under this method, acquired assets, including separately identifiable intangible assets, and any assumed liabilities are recorded at their acquisition date estimated fair value. The excess of purchase price over fair value amounts assigned to the assets acquired and liabilities assumed represents the goodwill amount resulting from the acquisition. Determining the fair value of assets acquired and liabilities assumed involves the use of significant estimates and assumptions. See Note 5 for a discussion of acquisitions and the related impact of the associated fair value adjustments.
Revenue Recognition
The Company accounts for revenue in accordance with Topic 606, Revenue from Contracts with Customers. The Company recognizes revenue when control of promised goods or services is transferred to the customer. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for transferring the goods or services. The nature of the Companys contracts gives rise to certain types of variable consideration, including rebates, liquidated damages, and other discounts. The Company includes estimated amounts of variable consideration in the transaction price to the extent that it is probable there will not be a significant reversal of revenue. Estimates are based on historical or anticipated performance and represent the Companys best judgment at the time. Any estimates are evaluated on a quarterly basis until the uncertainty is resolved. Sales taxes are excluded from the transaction price.
The Company provides a variety of products and services to its customers. Most of the Companys contracts consist of a single, distinct performance obligation or promise to transfer goods or services to a customer. For contracts with multiple performance obligations, revenue is allocated to each distinct good or service based on that performance obligations relative standalone selling price. If a standalone selling price is not observable, cost plus expected contract margin percentage is used. The Companys primary performance obligations include delivering standard goods to customers, designing and manufacturing a broad range of equipment customized to a customers specifications, and rendering of maintenance service contracts.
Payments from customers are generally due 30 to 60 days after invoicing. Invoicing for sales of standard products generally coincides with shipment or delivery of goods. Invoicing for customized products typically follows a schedule for billing at contractual milestones. Payment milestones normally include down payments upon the contract signing, completion of product design, completion of customers preliminary inspection, shipment or delivery, completion of installation and customers on-site inspection.
Certain revenue recognized by the Company relates to contracts with customers for standard or off-the-shelf products. As control typically transfers to the customer upon shipment of the product in these circumstances, revenue is generally recognized at that point in time. For service contracts, the Company recognizes revenue ratably over the period of performance as the customer simultaneously receives and consumes the benefits of the services provided.
In certain contracts, the Company is engaged to engineer and build highly-customized, large-scale products and systems. In these circumstances, the Company produces an asset with no alternative use and has a right to payment for performance completed to date. As a result, revenue is recognized over time based on progress to date. To measure progress, the Company uses an input method based on costs incurred, excluding uninstalled materials, relative to total estimated costs. Under this method, contract revenues are recognized over the performance period of the contract. This method best reflects contract progress based on the nature, timing and extent of our underlying performance activities. The amount recognized is directly proportionate to the costs incurred as a percentage of total estimated costs for the entirety of the contract. This method requires estimates to determine the appropriate cost and revenue recognition. Significant management judgments and estimates, including estimated costs to complete projects, must be made and used in connection with revenue recognized during each period. Current estimates may be revised as additional information becomes available. The revisions are recorded in income in the period in which they are determined using the cumulative catch-up method of accounting.
14
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
Given the nature of these long-term contracts, the Company is often paid at various points throughout the process, based on the contractual terms. The Company applies the available practical expedient involving the existence of a significant financing component. As the Company does not receive material payments greater than one year in advance or arrears of revenue recognition, the Company does not consider any arrangements to include financing components.
Any recognized revenues in excess of customer billings are recorded as a component of Trade receivables. Billings to customers in excess of recognized revenues are recorded as a component of Customer advances and billings in excess of costs incurred. For long-term contracts, amounts are billed as work progresses based on the specified timeline included in the contractual terms. Each contract is evaluated individually to determine the net asset or net liability position. As of December 31, 2021 and December 31, 2020, there were $183.2 million and $162.5 million, respectively, of revenues in excess of billings and $141.9 million and $137.0 million, respectively, of billings in excess of revenues on long-term contracts in the Consolidated Balance Sheets. As of December 31, 2021 and December 31, 2020, there were $4.6 million and $0 million, respectively, of revenues in excess of billings, and $3.1 million and $0.0 million, respectively, of billings in excess of revenues on long-term contracts in the Consolidated Balance Sheets, attributable to entities acquired during 2021. For contracts recognized at a point in time, revenue recognition and billing typically occur simultaneously.
Taxes Collected from Customers and Remitted to Governmental Authorities
The Company collects various taxes and fees as an agent in connection with the sale of products and remits these amounts to the respective taxing authorities. These taxes and fees have been presented on a net basis in the Consolidated Statements of Operations and are recorded as a component of Accrued liabilities in the Consolidated Balance Sheets until remitted to the respective taxing authority.
Research and Development Expense
Research and development expense for the years ended December, 31, 2021 and 2020 were $17.7 million and $16.4 million, respectively. Research and development costs are expensed as incurred and are included in Selling, general and administrative expense in the Consolidated Statements of Operations. These amounts do not include development and application engineering costs incurred in conjunction with fulfilling customer orders and executing customer projects, which are recognized in cost of sales as the contract is fulfilled.
Advertising Costs
Advertising costs are expensed as incurred and included in selling, general and administrative expenses.
Advertising costs for the years ended December 31, 2021 and 2020 were $2.1 million and $1.6 million, respectively.
Cash and Cash Equivalents
Cash and cash equivalents include all financial instruments purchased with an initial maturity of three months or less.
Restricted Cash
The Company considers cash to be restricted when withdrawal or general use is legally restricted. The Company reports restricted cash as other current assets in the Consolidated Balance Sheets. Restricted cash at December 31, 2021 and December 31, 2020 was $3.2 million and $1.3 million, respectively.
15
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
Concentrations of Risk
The Company regularly maintains deposits in banks which may, at times, exceed amounts covered by insurance provided by the federal insurers. The Company mitigates exposure to credit risk by placing cash and cash equivalents with highly rated financial institutions. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on its cash and cash equivalents. No individual customer represents more than 4% of total revenues.
Credit risk related to derivatives arises when amounts receivable from a counterparty exceed those payable. Because the notional amount of the derivative instruments only serves as a basis for calculating amounts receivable or payable, the risk of loss with any counterparty is limited to a fraction of the notional amount. The Company minimizes the credit risk related to derivatives by transacting only with multiple, high-quality counterparties that are major financial institutions with investment grade credit ratings. The Company has not experienced any financial loss as a result of counterparty nonperformance in the past. The majority of the derivative contracts to which the Company is a party, settle monthly or quarterly, or mature within one year. Because of these factors, the Company believes it has minimal credit risk related to derivative contracts as of December 31, 2021.
Trade Receivables and Allowance for Credit Losses
Trade accounts receivable consist of amounts owed for products shipped to or services performed for customers. Reviews of customers creditworthiness are performed prior to order acceptance or order shipment. Trade accounts receivable are recorded net of an allowance for expected credit losses. Effective with the adoption of ASU 2016-13, Financial Instruments - Credit Losses (Topic (326), the Company records an allowance for credit losses using the expected credit loss model that was adopted on January 1, 2020. The Company estimates expected credit losses based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. When measuring expected credit losses, the Company pools assets with similar country risk and credit risk characteristics. Each period the allowance for credit losses is adjusted through earnings to reflect expected credit losses over the remaining lives of the assets.
A progression of activity in the allowance for credit losses is presented in the following table.
Year Ended | Year Ended | |||||||
December 31, | December 31, | |||||||
2021 | 2020 | |||||||
Balance at beginning of the period |
$ | 28,744 | $ | 16,375 | ||||
Acquisitions |
| 12,491 | ||||||
Change in provision |
(2,975 | ) | (698 | ) | ||||
Write-offs, net of recoveries |
(158 | ) | (973 | ) | ||||
Foreign currency translation and other |
(800 | ) | 1,549 | |||||
|
|
|
|
|||||
Balance at end of the period |
$ | 24,811 | $ | 28,744 | ||||
|
|
|
|
The following table provides the major categories of trade receivables as of December 31, 2021 and December 31, 2020 presented in the Consolidated Balance Sheets.
2021 | 2020 | |||||||
Accounts receivable, net |
$ | 418,894 | $ | 359,373 | ||||
Contract assets |
183,170 | 162,463 | ||||||
|
|
|
|
|||||
Total trade receivables |
$ | 602,064 | $ | 521,836 | ||||
|
|
|
|
16
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
Inventories
Inventories, net include the cost of material, labor and overhead and are stated at the lower of cost (primarily determined on a first-in, first-out basis) or net realizable value. The Company periodically reviews its quantities of inventories on hand and compares these amounts to the expected usage of each particular product. The Company records a charge to Cost of sales for any amounts required to reduce the carrying value of inventories to net realizable value.
Property, Plant and Equipment
Property, plant and equipment, net are stated at cost, which includes the fair values of such assets acquired. Depreciation of property, plant and equipment is recorded on a straight-line basis over estimated useful lives. Assets recorded under capital leases are amortized over the shorter of their estimated useful lives or the lease terms, which range from 3 to 15 years. Repair and maintenance expenditures are expensed as incurred unless the repair extends the useful life of the asset.
Leases
The Company leases certain office spaces, warehouses, facilities, vehicles and equipment. The Company determines if an arrangement is a lease at inception. At lease commencement, the Company records a lease liability and corresponding right-of-use (ROU) asset. Lease liabilities represent the present value of our future lease payments over the expected lease term, which includes options to extend or terminate the lease when it is reasonably certain those options will be exercised. The Companys lease agreements sometimes contain lease and non-lease components. Payments under lease agreements are primarily fixed. Non-lease components primarily include payments for maintenance and utilities. The Company combines fixed payments for non-lease components with lease payments and accounts for them together as a single lease component which increases the amount of our lease assets and liabilities.
For those leases with payments based on an index, the lease liability is determined using the index at lease commencement. Lease payments based on increases in the index subsequent to lease commencement are recognized as variable lease expense as they occur. The present value of our lease liability is determined using our incremental borrowing rate at lease inception. ROU assets represent our right to control the use of the leased asset during the lease and are recognized in an amount equal to the lease liability. Over the lease term we use the effective interest rate method to account for the lease liability as lease payments are made and the ROU asset is amortized to earnings in a manner that results in a straight-line expense recognition in the Statement of Earnings. The ROU lease asset and lease liability are recorded on the Consolidated Balance Sheet, with the current lease liability being included in Accrued Liabilities. Leases with an initial term of twelve months or less are not recorded on the Consolidated Balance Sheet and are expensed on a straight-line basis over the lease term within the Statement of Operations.
Impairment of Goodwill and Indefinite-Lived Intangible Assets
Goodwill represents the costs in excess of the fair value of net assets acquired associated with acquisitions by the Company. Indefinite-lived intangible assets consist of trade names.
The Company evaluates the recoverability of Goodwill and indefinite-lived intangible assets annually, as of the last day of October, or more frequently if an event occurs or circumstances change in the interim that would more likely than not reduce the fair value of the asset below its carrying amount. Goodwill and indefinite-lived intangible assets are considered to be impaired when the carrying value of a reporting unit or asset exceeds its fair value. Reporting units are defined as either operating segments or one level below the operating segments for which discrete financial information is available and reviewed by the business management.
In the evaluation of Goodwill for impairment, GHBV first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting entity is less than its carrying value. If the Company determines that it is not more likely than not for a reporting units fair value to be less than its carrying value, a calculation of the fair value is not performed. If the Company determines that it is more likely than not for a reporting units fair value to be less than its carrying value, a calculation of the reporting entitys fair value is performed and compared to the carrying value of that entity. In certain instances, GHBV may elect to forgo the qualitative assessment and proceed directly to the quantitative impairment test. If the carrying value of a reporting unit exceeds its fair value, Goodwill of that reporting unit is impaired.
17
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
The Company measures fair value of its reporting units based on a present value of future discounted cash flows and a market valuation approach. The discounted cash flow models indicate the fair value of each reporting unit based on the present value of the cash flows that the reporting units are expected to generate in the future. Significant estimates in the discounted cash flow models include: the weighted average cost of capital, long-term rate of growth and profitability of the Company, and working capital effects. The market valuation approach indicates the fair value of the Company based on a comparison against certain market information. Significant estimates in the market approach model include identifying appropriate market multiples and assessing earnings before interest, income taxes, depreciation and amortization.
A qualitative annual impairment assessment of Goodwill was performed for the years ended December 31, 2021 and 2020, which indicated that no impairment existed.
In the evaluation of indefinite-lived intangible assets for impairment, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying value. If the Company determines that it is not more likely than not for the indefinite-lived intangible assets fair value to be less than its carrying value, a calculation of the fair value is not performed. If the Company determines that it is more likely than not that the indefinite-lived intangible assets fair value is less than its carrying value, a calculation is performed and compared to the carrying value of the asset. If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The Company measures the fair value of its indefinite-lived intangible assets using the relief from royalty method. Significant estimates in this approach include projected revenues and royalty and discount rates for each trade name evaluated.
No impairment charges have been recognized related to goodwill and indefinite-lived intangibles during the years ended December 31, 2021 and 2020.
Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets
Definite-lived Intangible assets primarily represent acquired customer relationships, acquired order backlog, acquired technology, and software license agreements. Acquired order backlog is amortized in the same period the corresponding revenue is recognized. Intangible assets are being amortized on a straight-line basis over their estimated useful lives, generally ranging from one to 20 years.
The Company assesses its long-lived assets other than Goodwill and indefinite-lived intangible assets for impairment whenever facts and circumstances indicate that the carrying amounts may not be fully recoverable. If circumstances require a long-lived asset or asset group to be tested for impairment, the Company first compares the undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques. No impairment was recorded for any periods presented.
Derivatives
The Company is subject to foreign currency risk associated with the translation of the net assets of foreign subsidiaries to United States (U.S.) dollars on a periodic basis.
Derivative instruments are generally recognized on a gross basis in the Consolidated Balance Sheets in either Other current assets, Other assets, Accrued liabilities or Other liabilities depending upon their respective fair values and maturity dates.
The Companys foreign currency forward contracts are subject to master netting arrangements or agreements between the Company and each counterparty for the net settlement of all contracts through a single payment in a single currency in the event of default or termination of any one contract with that certain counterparty. It is the Companys practice to recognize the gross amounts in the Consolidated Balance Sheets.
18
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
The Company does not enter into derivative contracts for trading purposes.
See Note 16, Financial Instruments and Fair Value Measurements for additional information regarding the Companys derivative instruments.
Warranty Costs
Estimated expenses related to product warranties are accrued as the revenue is recognized on products sold to customers and included in Cost of sales in the Consolidated Statements of Operations. Estimates are established using historical information as to the nature, frequency, and average costs of warranty claims.
The activity in the Companys warranty liability, which is included in Accrued liabilities and Other liabilities in the Companys Consolidated Balance Sheets, consisted of the following:
Year Ended | Year Ended | |||||||
December 31, | December 31, | |||||||
2021 | 2020 | |||||||
Warranty liability, beginning of period |
$ | 43,417 | $ | 46,925 | ||||
Accrued warranty expense |
9,790 | 5,576 | ||||||
Changes in estimates related to pre-existing warranties |
681 | 1,494 | ||||||
Cost of warranty service work performed |
(11,061 | ) | (14,669 | ) | ||||
Acquisitions |
2,982 | 4,126 | ||||||
Foreign exchange translation effect |
(1,712 | ) | (35 | ) | ||||
|
|
|
|
|||||
Warranty liability, end of period |
$ | 44,097 | $ | 43,417 | ||||
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|
|
Income Taxes
Income taxes for the Company are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities in the Consolidated Financial Statements and their respective tax basis.
Deferred income tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Deferred income tax assets and liabilities are reported in Other assets and Other liabilities in the Companys Consolidated Balance Sheets, respectively. The effect on deferred income tax assets and liabilities of a change in tax rates is generally recognized in Provision for income taxes in the period that includes the enactment date.
Valuation allowances are recorded if it is more likely than not that some portion of the deferred income tax assets will not be realized. In evaluating the need for a valuation allowance, the Company takes into account various factors, including the expected level of future taxable income and available tax planning strategies. Any changes in judgment about the valuation allowance are recorded through Provision for income taxes and are based on changes in facts and circumstances regarding realizability of deferred tax assets.
The Company must presume that an income tax position taken in a tax return will be examined by the relevant tax authority and determine whether it is more likely than not that the tax position will be sustained upon examination based upon the technical merits of the position. An income tax position that meets the more-likely-than not recognition threshold is measured to determine the amount of benefit to recognize in the consolidated financial statements. The Company establishes a liability for unrecognized income tax benefits for income tax positions for which it is more likely than not that a tax position will not be sustained upon examination by the respective taxing authority to the extent such tax positions reduce the Companys income tax liability.
19
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
Foreign Currency Exchange Gains and Losses
The Companys Financial Statements are presented in US dollars. The functional currencies of the Companys operating subsidiaries are generally the local currencies of the countries in which each subsidiary is located. Assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the balance sheet date. The amounts recorded in the Consolidated Statements of Comprehensive Income (Loss) each year in foreign currency translation are net of income taxes to the extent the underlying equity balances in the entities are not deemed to be permanently reinvested. Revenues and expenses are translated at average rates of exchange in effect during the year.
Transactions in foreign currencies are translated at the exchange rate in effect at the date of each transaction. Differences in exchange rates during the period between the date a transaction denominated in a foreign currency is consummated and the date on which it is either settled or translated for inclusion in the Consolidated Balance Sheets are recognized in Selling, general and administrative expense or Interest expense in the Consolidated Statements of Operations for that period.
During the year ended December 31, 2021, the Company recognized net a foreign currency transaction gain of $3.1 million and loss of $3.1 million in Interest expense and Selling, general and administrative expense, respectively, in the Consolidated Statement of Operations. During the year ended December 31, 2020, the Company recognized a net foreign currency transaction loss of $6.8 million and $0.9 million in Interest expense and Selling, general and administrative expense, respectively, in the Consolidated Statement of Operations.
Debt Issuance Costs
Costs directly related to the placement of debt are capitalized and amortized to Interest expense using a straight line method over the term of the related obligation. Net deferred issuance costs of $57.0 million and $64.9 million, respectively, were included in the Consolidated Balance Sheets as a direct deduction from the debt liability as of December 31, 2021 and 2020, which includes $22.0 million and $11.4 million, respectively, of accumulated amortization. See Note 13, Debt for additional discussion regarding the Companys borrowing arrangements.
Use of Estimates
The Company makes certain estimates and assumptions in preparing its consolidated financial statements in accordance with U.S. GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from those estimates.
The Companys results can also be affected by economic, political, legislative, regulatory and legal actions, including but not limited to health epidemics and pandemics and the resulting economic impact, including the impact from the global outbreak of the novel coronavirus (COVID-19). Economic conditions, such as recessionary trends, inflation, interest and monetary exchange rates, and government fiscal policies can have a significant effect on operations. While the Company maintains reserves for anticipated liabilities and carries various levels of insurance, the Company could be affected by civil, criminal, regulatory or administrative actions, claims or proceedings.
Equity Method Investments
Investments in joint ventures, where the Company has a significant influence but not a controlling interest, are accounted for using the equity method of accounting. Investments accounted for under the equity method are initially recorded at the amount of the Companys initial investment and adjusted each period for the Companys share of the investees income or loss and dividends paid. All equity investments are reviewed quarterly for indications of other than temporary impairment, including, but not limited to, significant and sustained decreases in quoted market prices or a series of historic and projected operating losses by investees. If the decline in fair value is considered to be other than temporary, an impairment loss is recorded and the investment is written down to a new carrying value. Investments in joint ventures acquired in a business combination are recognized in the opening balance sheet at fair value.
20
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
The carrying value of equity method investments recorded within other non-current assets on the Consolidated Balance Sheets as of December 31, 2021 and 2020 was as follows:
2021 | 2020 | |||||||
Investments in Equity Method Investees |
||||||||
L&T Howden Private Ltd (49.9%) |
$ | 10,356 | $ | 8,393 | ||||
Other equity method investees |
299 | 330 | ||||||
|
|
|
|
|||||
$ | 10,655 | $ | 8,723 | |||||
|
|
|
|
Variable Interest Entities
We determine at the inception of each arrangement whether an entity in which we have made an investment or in which we have other variable interests is considered a variable interest entity (VIE). We consolidate VIEs when we are the primary beneficiary. We are the primary beneficiary of a VIE when we have the power to direct activities that most significantly affect the economic performance of the VIE and have the obligation to absorb the majority of their losses or benefits. If we are not the primary beneficiary in a VIE, we account for the investment or other variable interests in a VIE in accordance with U.S. GAAP. Periodically, we assess whether any changes in our interest or relationship with the entity affect our determination of whether the entity is a VIE and, if so, whether we are the primary beneficiary.
Management Incentives
Granite Management Holdings LP granted, pursuant to the Granite Management Holdings LP Equity Incentive Plan (Granite Equity Plan), non-voting membership interests to select key members of the Companys management in the form of shares. The shares were profits interests in Granite Management Holdings LP. Refer to Note 19, Management Incentive Compensation.
The Company accounts for incentive units in accordance with Accounting Standard Codification (ASC) 718, Compensation-Stock Compensation (ASC 718). In accordance with ASC 718, compensation expense is measured at estimated grant date fair value of the incentive units and is included as compensation expense over the vesting period during which an employee provides service in exchange for the award.
The Company uses the Monte Carlo simulation method to determine fair value of its incentive units, as the equity units granted have certain economic similarities to options. The Monte Carlo simulation method utilizes multiple inputs to estimate the probability that market conditions will be achieved. These assumptions reflect the Companys best estimates, but they involve inherent uncertainties based on market conditions generally outside the control of the Company. As a result, if other assumptions are used, unit-based compensation cost could be materially impacted.
For equity awards that have a performance condition, the Company recognizes compensation expense on consummation of an exit event.
The Company classifies equity-based compensation expense in its Consolidated Statements of Operations in the same manner in which the award recipients salary and related costs are classified or in which the award recipients service payments are classified.
A separate cash settled Long-Term Incentive Plan exists for a limited group of key senior participants to reward them for their contributions to the long-term success of the business. This award is based on the return on invested capital multiple measured at the time of an exit event. This plan is accounted for as a under ASC 710, Compensation. An expense is recorded on consummation of an exit event. These distributions are accounted for by the Company as non-cash compensation expense with a corresponding accrual in other liabilities.
21
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
Defined Benefit Plans
The Company sponsors a number of pension plans and other post-retirement benefit plans worldwide. The calculation of the pension and other post-retirement benefit obligations and net periodic benefit cost under these plans requires the use of actuarial valuation methods and assumptions. These assumptions include the discount rates used to value the projected benefit obligations, future rate of compensation increases, and expected rates of return on plan. The discount rates selected to measure the present value of the Companys benefit obligations as of December 31, 2021 and 2020 were derived by examining the rates of high-quality, fixed income securities whose cash flows or duration match the timing and amount of expected benefit payments under the plans. In accordance with U.S. GAAP, actual results that differ from the Companys assumptions are recorded in accumulated other comprehensive income (loss) and amortized through net periodic benefit cost over future periods. While management believes that the assumptions are appropriate, differences in actual experience or changes in assumptions may affect the Companys pension and other postretirement benefit obligations and future net periodic benefit cost.
See Note 15 Defined Benefit Plans for disclosures related to the Companys benefit plans, including quantitative disclosures reflecting the impact that changes in certain assumptions would have on service and interest costs and benefit obligations.
Operating Segments
Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has two reportable business segments: the Global Product Group (GPG) and Regional Sales. Please refer to Note 20 Segmental Reporting for an overview of the identified operating segments.
22
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
4. Recently Issued Accounting Pronouncements
Accounting Guidance Implemented in 2021
Standards Adopted |
Description |
Adoption Date | ||
ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment |
The ASU removes the requirement to calculate the implied fair value of goodwill. | January 1, 2020 | ||
ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement | The ASU modified the disclosure requirements for fair value measurements. The adoption of this standard does not result in any changes to the current disclosures, as the requirements modified by the ASU are not applicable or are immaterial for disclosure. | January 1, 2020 | ||
ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes | In December 2019, the Financial Accounting Standards Board (FASB) issued ASU 2019-12 which amends ASC 740 to simplify the accounting for income taxes. The resultant modifications to ASC 740 remove certain exceptions to the general principles in ASC 740 and amend existing provisions to provide consistency. ASU 2019-12 became effective for the Company on January 1, 2021. We have undertaken an assessment in light of the Companys current positions and it has been assessed that the update does not have a material impact on the Companys consolidated financial statements and related disclosures. | January 1, 2021 | ||
ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments | The ASU eliminates the probable initial recognition threshold under current U.S. GAAP and broadens the information an entity must consider when developing its expected credit loss estimates to include forward-looking information. The adoption of ASU 2016 13 did not have a material impact on the Companys consolidated financial statements. | January 1, 2020 | ||
ASU 2021-06, Presentation of Financial Statements (Topic 205) - Amendments to Financial Disclosures about Acquired and Disposed Businesses | The ASU outlines the tests to determine whether an acquisition should be classified as a significant business acquisition. It also clarifies the disclosures required both for annual and interim accounts for significant acquisitions. The adoption of ASU 2021 06 did not have a material impact on the Companys consolidated financial statements. | August 9, 2021 | ||
ASU 2018-14, Compensation Retirement Benefits Defined Benefit Plans - General (Topic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans |
The ASU modifies the disclosure requirements for employers that sponsor defined benefit pension or other post retirement plans. The adoption of ASU 2018 14 did not have a material impact on the Companys consolidated financial statements. | January 1, 2021 |
23
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
New Accounting Guidance to be Implemented
Standards Pending Adoption |
Description |
Anticipated Impact |
Effective/Adoption Date | |||
ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance | The ASU issues guidance on the required annual disclosures for transactions from a government which is accounted for by analogizing to a grant or contribution model. | The Company has evaluated the impact of this ASU on its Consolidated Financial Statements as being immaterial. | January 1, 2022 |
24
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
5. Acquisitions
Granite Holdings II B.V.
On September 30, 2019, Granite Holdings II B.V. (GHBV), a wholly-owned subsidiary of KPS Capital Partners, acquired 100% of the voting interest in entities comprising the Air and Gas Handling Business (Howden) of Colfax Corporation, previously subsidiaries of Colfax, with such entities surviving as wholly owned subsidiaries of Granite Holdings II B.V.
Howden is a leading diversified industrial company that designs, manufactures, installs and maintains air and gas handling products for use in a wide range of markets, including Energy and Renewables, Mining Safety, Industrial Solutions, Infrastructure Solutions, and Coal Power. The Companys products are marketed to customers under the Howden brand name.
The acquisition was accounted for as a business combination under ASC 805, Business Combinations (ASC 805). The preliminary total purchase price was $1.67 billion, subject to certain adjustments pursuant to the purchase agreement, and the assumption by GHBV of certain liabilities and minority interests. Certain adjustments to the provisional purchase price allocation have been made as further information became available which caused us to re-evaluate the fair value of assets and liabilities acquired as of the acquisition date. The 12-month measurement period, during which adjustments to the business combination could arise as a result of new facts and circumstances, has now ended. The final purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair value at the date of the acquisition, as follows:
September 30, 2019 |
||||
Total consideration |
$ | 1,668,840 | ||
Cash acquired |
(39,658 | ) | ||
|
|
|||
Net purchase price |
$ | 1,629,182 | ||
|
|
|||
Assets acquired: |
||||
Trade receivables |
$ | 497,547 | ||
Net inventories |
156,528 | |||
Property, plant & equipment |
240,907 | |||
Intangible assets |
787,810 | |||
Other assets |
193,783 | |||
|
|
|||
Total assets acquired |
1,876,575 | |||
Liabilities assumed: |
||||
Accounts payable |
(267,347 | ) | ||
Customer advances and billings in excess of costs incurred |
(158,324 | ) | ||
Accrued expenses |
(197,358 | ) | ||
Other liabilities |
(237,941 | ) | ||
|
|
|||
Total liabilities assumed |
(860,970 | ) | ||
|
|
|||
Net assets acquired |
1,015,605 | |||
|
|
|||
Non-controlling interest |
(54,352 | ) | ||
|
|
|||
Goodwill |
667,929 | |||
|
|
|||
Fair value of total consideration transferred |
$ | 1,629,182 | ||
|
|
Prior to the finalization of the purchase price allocation, the Company recorded measurement-period adjustments to the provisional opening balance sheet as shown in the table above. Adjustments were made primarily to trade receivables, inventories and accrued expenses. There were no material measurement-period adjustments impacting current-period earnings that would have been recorded in the previous reporting period if the adjustments to the provisional amounts had been recognized as of the acquisition date.
The purchase price allocation included $787.8 million of identifiable intangible assets, certain of which are definite-lived intangibles and are amortized over the estimated useful life in proportion to the economic benefits consumed. The determination of the useful lives is based upon various industry studies, historical acquisition experience, economic factors, and future cash flows of the combined
25
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
company. In addition, the Company reviewed certain technological trends and also considered the relative stability and retention rates in the historical Howden customer base.
The following details the total intangible assets identified as of September 30, 2019.
As of September 30, 2019 |
Weighted-Average Amortization Period (in years) | |||||
Customer lists |
$ | 307,300 | 20 | |||
Trade names |
196,100 | Indefinite | ||||
Backlog |
122,500 | 1 - 3 | ||||
Patents |
76,900 | 12 - 16 | ||||
Developed technology |
36,100 | 4 - 10 | ||||
Internally generated software |
30,600 | 10 | ||||
Software |
18,310 | 3 | ||||
|
|
|||||
Identifiable intangible assets |
$ | 787,810 | ||||
|
|
The fair values of inventory were determined on the market and cost approaches, property, plant and equipment on primarily the cost approach, identifiable intangible assets on the income approach (customer relationships and backlog using the multi-period excess earnings method and trade name using relief-from-royalty method). The Company utilized a third party valuation firm to assist in the determination of fair value of customer relationships and trade name. The Company has determined that non-recurring fair value measurements related to certain assets acquired rely primarily on company-specific inputs and the companys assumptions about the use of the assets, as observable inputs, which are not available, and as such, reside within Level 3 as provided for under ASC 820.
The Company recorded $2.5 million of costs related to the Granite Acquisition in the year ended December 31, 2020.
Costs directly related to the placement of debt used to fund the Granite Acquisition were capitalized and amortized to interest expense primarily using the effective interest method over the term of the related obligation.
Non-controlling Interest Buyout
On July 16, 2020, the Company completed the acquisition of 12% equity interest in Howden Hua Engineering Co., Ltd (HHEL) from Weihai Zhenghua Investment Management Co., Ltd, increasing the Companys equity interest in HHEL to 82%. The purchase price was $22.1 million.
Balcke-Dürr Rothemühle GmbH
On January 29, 2021, the Company acquired 100% ownership of Balcke-Dürr Rothemühle GmbH (Rothemühle), a leading global provider of air preheaters, gas-gas-heaters and related heat recovery equipment, for a net purchase price of $10.0 million cash (total consideration of $13.8 million, net of $3.8 million acquired cash). The acquisition expands the Companys capabilities in delivering environmental and energy technology solutions.
The acquisition of Rothemühle was accounted for as a business combination. We have assessed the identification and measurement of the assets acquired and liabilities assumed based on their fair values as of the close of the acquisition. Total assets of $14.0 million were acquired, including $9.7 million of identifiable intangible assets. Total liabilities of $8.8 million were assumed, generating net assets acquired of $5.2 million and goodwill of $4.8 million. The goodwill recognized is not expected to be deductible for tax purposes
Peter Brotherhood Limited
On March 11, 2021, the Company acquired 100% ownership of Peter Brotherhood Limited, a global leader in the design, manufacture, and service of steam turbines and turbine generator sets, for a net purchase price of $41.2 million (total consideration of
26
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
$43.4 million, net of $2.2 million of acquired cash). The acquisition further expands Howdens technologies and capabilities in delivering environmental and energy technology solutions to its customers. Specifically, this acquisition expands Howdens steam turbine product range to include larger scale, multi-stage technology offerings. Steam turbines recover energy from waste heat, improve efficiency for customers and reduce customers carbon footprint, and this acquisition is aligned with our vision of advancing a more sustainable world.
The acquisition of Peter Brotherhood Limited was accounted for as a business combination. We have assessed the identification and measurement of the assets acquired and liabilities assumed based on their fair values as of the close of the acquisition. Total assets of $31.6 million were acquired, including $14.6 million of identifiable intangible assets and $10.0 million of Property, Plant and Equipment. Total liabilities of $18.0 million were assumed, generating net assets acquired of $13.6 million and resulting goodwill of $27.6 million. The goodwill is not expected to be deductible for tax purposes.
Maintenance Partners N.V.
On April 30, 2021, the Company acquired 100% ownership of Maintenance Partners NV, an independent provider of aftermarket services focused on the maintenance, repair and overhaul of industrial compressors, blowers, and steam turbines, for a net purchase price of $11.1 million and total consideration of $21.3 million, which included acquired debt of $10.2 million. Total purchase price also included initial cash consideration of $6.1 million, deferred consideration of $2.6 million and an earn-out provision of $2.4 million, both payable in the future subject to certain criteria within the purchase agreement being met. The acquisition further develops the Companys ability to provide customers with a full range of aftermarket services close to their operations, and adds to the Companys digital maintenance solutions.
The acquisition of Maintenance Partners NV was accounted for as a business combination. We are currently assessing the identification and measurement of the assets acquired and liabilities assumed based on their fair values as of the close of the acquisition. Preliminary, $34.5 million of total assets have been recorded, including $12.8 million of trade receivables. Total liabilities of $21.5 million were recorded, resulting in net assets acquired of $13.0 million and $8.3 million of goodwill. The goodwill is not expected to be deductible for tax purposes.
The Spencer Turbine Company
On October 4, 2021, the Company acquired the business (including substantially all the assets and liabilities) of Spencer Turbine, an independent manufacturer of industrial blowers, vacuum systems and gas pressure boosters for a net purchase price of $32.7 million. The acquisition further expands Howdens presence in growing markets, particularly wastewater, with a complementary product portfolio.
The acquisition of the Spencer Turbine Company was accounted for as a business combination. We are currently assessing the identification and measurement of the assets acquired and liabilities assumed based on their fair values as of the close of the acquisition. Preliminary, $35.6 million of total assets have been recorded, including $12.2 million of identifiable intangible asset. Total liabilities of $13.0 million were recorded, resulting in net assets acquired of $22.6 million and $10.1 million of goodwill. The goodwill is expected to be deductible for tax purposes.
An agreement for the acquisition of 100% of the shares of Spencer Turbine Beijing for $1.5 million was also signed on October 4, 2021, with completion delayed subject to regulatory approval, which was not obtained until 31 January 2022. Further cash consideration of $1.2 million in connection with this acquisition was held in an escrow account at December 31, 2021 and is recorded as restricted
27
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
cash in other current assets on the Consolidated Balance Sheets. These funds, together with a further $0.3 million cash, were released to the seller on January 31, 2022 when the acquisition was completed.
Compressor Products International
On December 21, 2021, the Company completed the acquisition of 100% of the voting interest in Compressor Products International (CPI) from Enpro Industries. CPI are a leading provider of aftermarket components and services to the global reciprocating compressor market. They have a diverse, global blue-chip customer base, manufacturing precision-engineered customer aftermarket products.
The acquisition is well aligned with our focus of expanding Howdens global aftermarket offerings and presence. By leveraging CPIs strategically located service centers, we will expand our aftermarket services and coverage across North America and Europe to better serve our customers and offer expanded services for Howden and non-Howden compressors. CPIs valves and aftermarket products are complementary and strategically important additions to our existing aftermarket compressor technology portfolio. It also reinforces Howdens role in supporting the ongoing energy transition towards renewable sources of energy, using CPIs reciprocating compressor technology to support customers through their energy transition.
The net cash consideration was approximately $191.7 million, (total purchase price of $195.2 million, net of $3.5 million of acquired cash) resulting in goodwill of approximately $66.7 million. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date.
December 21, 2021 | ||||
Consideration |
$ | 195,188 | ||
Cash acquired |
(3,536 | ) | ||
|
|
|||
Net purchase price |
$ | 191,652 | ||
|
|
|||
Assets acquired: |
||||
Trade receivables |
$ | 18,322 | ||
Net inventories |
15,664 | |||
Property, plant and equipment |
20,563 | |||
Right of use asset |
12,153 | |||
Identifiable intangible assets |
96,085 | |||
Other assets |
12,057 | |||
|
|
|||
Total assets acquired |
174,844 | |||
Liabilities assumed: |
||||
Accruals |
(5,827 | ) | ||
Operating lease liability |
(12,153 | ) | ||
Deferred tax liability |
(15,515 | ) | ||
Payables |
(12,621 | ) | ||
Other liabilities |
(3,796 | ) | ||
|
|
|||
Total liabilities assumed |
(49,912 | ) | ||
|
|
|||
Net assets acquired |
124,932 | |||
|
|
|||
Goodwill |
66,720 | |||
|
|
|||
Fair value of total consideration transferred |
$ | 191,652 | ||
|
|
The purchase price allocation included $96.1 million of identifiable intangible assets, certain of which are definite-lived intangibles and are amortized over the estimated useful life in proportion to the economic benefits consumed. The determination of the useful lives is based upon various industry studies, historical acquisition experience, economic factors, and future cash flows of the
28
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
combined company. In addition, the Company reviewed certain technological trends and also considered the relative stability and retention rates in the historical Howden customer base.
The following details the total intangible assets identified as of December 21, 2021:
As of December 31, 2021 |
Weighted-Average Amortization Period (in years) | |||||
Customer lists |
$ | 70,625 | 20 | |||
Trade names |
14,305 | Indefinite | ||||
Backlog |
1,485 | 1 | ||||
Developed technology |
9,670 | 10 | ||||
|
|
|||||
Identifiable intangible assets |
$ | 96,085 | ||||
|
|
The fair values of inventory were determined on the market and cost approaches, property, plant and equipment on primarily the cost approach, identifiable intangible assets on the income approach (customer relationships and backlog using the multi-period excess earnings method and trade names and developed technology using relief-from-royalty method). The Company utilized a third party valuation firm to assist in the determination of fair value of customer relationships and trade name. The Company has determined that non-recurring fair value measurements related to certain assets acquired rely primarily on company-specific inputs and the companys assumptions about the use of the assets, as observable inputs, which are not available, and as such, reside within Level 3 as provided for under ASC 820
The following table represents the pro forma Consolidated Statement of Operations as if CPI had been included in the consolidated results of the Company for the entire years ending December 31, 2021 and December 31, 2020:
December 31, 2021 | December 31, 2020 | |||||||
Revenue |
$ | 1,670,043 | $ | 1,489,967 | ||||
Profit (loss) before income tax |
$ | 92,320 | $ | (65,520 | ) |
Aggregated Acquisition Significance Assessment
As stated for each unit above, Howden performed an acquisition significance test for each individual acquisition to determine whether further disclosures were necessary. Each unit apart from Compressor Products International was deemed not to be significant.
In line with the ASC 805, Howden also performed an aggregated significance test combining the results of all acquisitions apart from Compressor Products International. The conclusion of this test was that the aggregated acquisitions were also not significant.
29
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
6. Revenue
The following tables disaggregate the Companys revenue by vertical market, major product and geography. Revenue is shown as third party as management believes this to be the most appropriate representation of the Companys activity:
Year Ended December 31, 2021 | ||||||||||||
GPG | Regional Sales | Total | ||||||||||
Revenue by vertical markets: |
||||||||||||
Energy and renewables |
$ | 100,583 | $ | 235,894 | $ | 336,477 | ||||||
Mining safety |
| 143,839 | 143,839 | |||||||||
Industrial solutions |
67,370 | 560,153 | 627,523 | |||||||||
Infrastructure solutions |
16,616 | 115,127 | 131,743 | |||||||||
Coal power |
48 | 336,508 | 336,556 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 184,617 | $ | 1,391,521 | $ | 1,576,138 | ||||||
|
|
|
|
|
|
|||||||
Revenue by product: |
||||||||||||
Fans |
$ | 3,991 | $ | 584,673 | $ | 588,664 | ||||||
Heaters |
| 257,349 | 257,349 | |||||||||
Compressors |
136,825 | 293,111 | 429,936 | |||||||||
Steam turbines |
40,630 | 44,115 | 84,745 | |||||||||
Other |
3,171 | 212,273 | 215,444 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 184,617 | $ | 1,391,521 | $ | 1,576,138 | ||||||
|
|
|
|
|
|
|||||||
Revenue by geography: |
||||||||||||
Europe, Middle East, and North Africa |
$ | 134,892 | $ | 320,796 | $ | 455,688 | ||||||
China |
22,799 | 429,775 | 452,574 | |||||||||
North America |
2,609 | 308,600 | 311,209 | |||||||||
Asia Pacific (excluding China) |
18,994 | 172,871 | 191,865 | |||||||||
Other |
5,323 | 159,479 | 164,802 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 184,617 | $ | 1,391,521 | $ | 1,576,138 | ||||||
|
|
|
|
|
|
30
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
Year Ended December 31, 2020 | ||||||||||||
GPG | Regional Sales | Total | ||||||||||
Revenue by vertical markets: |
||||||||||||
Energy and renewables |
$ | 118,355 | $ | 165,369 | $ | 283,724 | ||||||
Mining safety |
| 132,775 | 132,775 | |||||||||
Industrial solutions |
102,008 | 450,197 | 552,205 | |||||||||
Infrastructure solutions |
24,695 | 125,573 | 150,268 | |||||||||
Coal power |
| 279,894 | 279,894 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 245,058 | $ | 1,153,808 | $ | 1,398,866 | ||||||
|
|
|
|
|
|
|||||||
Revenue by product: |
||||||||||||
Fans |
$ | 10,617 | $ | 556,464 | $ | 567,081 | ||||||
Heaters |
| 207,956 | 207,956 | |||||||||
Compressors |
181,471 | 212,972 | 394,443 | |||||||||
Steam turbines |
46,515 | 15,946 | 62,461 | |||||||||
Other |
6,455 | 160,470 | 166,925 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 245,058 | $ | 1,153,808 | $ | 1,398,866 | ||||||
|
|
|
|
|
|
|||||||
Revenue by geography: |
||||||||||||
Europe, Middle East, and North Africa |
$ | 181,457 | $ | 220,717 | $ | 402,174 | ||||||
China |
26,248 | 327,471 | 353,719 | |||||||||
North America |
5,428 | 316,350 | 321,778 | |||||||||
Asia Pacific (excluding China) |
23,402 | 161,296 | 184,698 | |||||||||
Other |
8,523 | 127,974 | 136,497 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 245,058 | $ | 1,153,808 | $ | 1,398,866 | ||||||
|
|
|
|
|
|
Revenue recognized over time using an input method based on costs incurred relative to total estimated costs for the years ended December 31, 2021 and 2020 was $1,062.6 million and $925.5 million, respectively of total revenue.
In certain contracts, the Company is engaged to engineer and build highly-customized, large-scale products and systems where revenue is recognized over time, based on progress to date. As of December 31, 2021, the Business had $1.2 billion of remaining performance obligations, which is also referred to as total backlog. Of that total backlog, the Business expects to recognize approximately 77% as revenue in 2021 and an additional 23% thereafter.
In some circumstances for both over time and point in time contracts, customers are billed in advance of revenue recognition, resulting in contract liabilities. As of December 31, 2021, and December 31, 2020 total contract liabilities were $243.6 million, and $174.9 million, respectively. During the years ended December 31, 2021 and 2020, revenue recognized that was included in the contract liability balance at the beginning of the year was $142.7 million and $118.2 million, respectively. Of this total, 78% and 71%, respectively, was related to long-term contracts which have met the criteria for over time recognition.
31
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
7. Income Taxes
Granite Holdings II B.V. is registered in the Netherlands and therefore the Netherlands is considered to be the reporting entitys home country. As such, foreign operation are those operations which are located outside of the reporting entitys home county, being the Netherlands.
In 2021, Granite Holdings II B.V. generated income before income taxes of $82.2 million. The components of income (loss) before income taxes are as follows:
Year Ended December 31, 2021 |
Year Ended December 31, 2020 (As restated) |
|||||||
Netherlands |
$ | 987 | $ | 187 | ||||
International |
81,209 | (76,973) | ||||||
|
|
|
|
|||||
Income before income taxes |
$ | 82,196 | $ | (76,786) | ||||
|
|
|
|
The components of income tax (benefit)/expense are as follows:
Year Ended December 31, 2021 |
Year Ended December 31, 2020 (As restated) |
|||||||
Netherlands |
||||||||
Current |
$ | 592 | $ | 1,639 | ||||
Deferred |
1,111 | 1,241 | ||||||
|
|
|
|
|||||
Total |
$ | 1,703 | $ | 2,880 | ||||
|
|
|
|
|||||
International |
||||||||
Current |
$ | 48,575 | $ | 20,007 | ||||
Deferred |
(2,535) | (52,754) | ||||||
|
|
|
|
|||||
Total |
$ | 46,040 | $ | (32,747) | ||||
|
|
|
|
32
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
The Companys Provision for income taxes differs from the amount that would be computed by applying the Dutch statutory rate. The Dutch rate has been used for the 2021 tax reconciliation as this is the country of domicile of Granite Holdings II B.V.:
Year Ended December 31, 2021 |
Year Ended December 31, 2020 (As restated) |
|||||||
Taxes calculated at the Dutch statutory rate of 25% |
25 | % | 25 | % | ||||
State taxes |
1 | % | (1 | %) | ||||
Change in enacted international tax rates |
7 | % | 0 | % | ||||
Permanent items |
4 | % | (20 | %) | ||||
Effect of changes in accounting estimates relating to prior periods |
(3 | %) | 55 | % | ||||
Withholding and local taxes |
5 | % | (6 | %) | ||||
Rate differential between the local rates and the statutory rate of the Netherlands |
(0 | %) | (7 | %) | ||||
Temporary differences taken to reserves |
0 | % | (2 | %) | ||||
Changes in valuation allowance and tax reserves |
23 | % | (6 | %) | ||||
Other |
(4 | %) | 1 | % | ||||
Goodwill impairment |
0 | % | 0 | % | ||||
|
|
|
|
|||||
58 | % | 39 | % | |||||
|
|
|
|
Deferred income taxes, net, reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse.
The significant components of deferred tax assets and liabilities and gross unrecognized tax benefits, are as follows:
Year Ended December 31, 2021 |
Year Ended December 31, 2020 (As restated) |
|||||||
Deferred tax assets: |
||||||||
Post-retirement benefit obligation |
$ | 1,825 | $ | 2,260 | ||||
Expenses currently not deductible |
26,264 | 27,189 | ||||||
Net operating loss carryforward |
48,462 | 46,934 | ||||||
Tax credit carryforward |
3,133 | 1,846 | ||||||
Depreciation and amortization |
11,862 | 7,280 | ||||||
Interest restriction carried forward |
49,065 | 32,708 | ||||||
Other |
22,874 | 10,460 | ||||||
|
|
|
|
|||||
Deferred tax asset, gross |
$ | 163,485 | $ | 128,677 | ||||
|
|
|
|
|||||
Intra-jurisdictional netting |
(107,193) | (97,780) | ||||||
Valuation allowance |
(54,795) | (29,590) | ||||||
|
|
|
|
|||||
Deferred tax assets, net |
$ | 1,497 | $ | 1,307 | ||||
|
|
|
|
|||||
Deferred tax liabilities: |
||||||||
Depreciation and amortization |
$ | (185,890) | $ | (171,732) | ||||
Post-retirement benefit obligation |
(1,188) | (1,303) | ||||||
Other |
(38,238) | (22,997) | ||||||
|
|
|
|
|||||
Deferred tax liabilities, gross |
$ | (225,316) | $ | (196,032) | ||||
|
|
|
|
|||||
Intra-jurisdictional netting |
107,193 | 97,780 | ||||||
|
|
|
|
|||||
Total deferred tax liabilities |
$ | (118,123) | $ | (98,252) | ||||
|
|
|
|
|||||
Total deferred tax liabilities, net |
$ | (116,626) | $ | (96,945) | ||||
|
|
|
|
Howden evaluates the recoverability of its deferred tax assets on a jurisdictional basis by considering whether deferred tax assets will be realized on a more likely than not basis. The intangible assets arising on the Company combination are valued on a jurisdictional
33
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
basis and therefore the provision for deferred tax on these items is calculated at the tax rate of the jurisdiction to which the intangible assets are attributable. Deferred tax assets are net against deferred tax liabilities where there is a legal right to do so. The intra-jurisdictional netting adjustment in the above table arises as a result of this evaluation.
To the extent a portion or all of the applicable deferred tax assets do not meet the more likely than not threshold, a valuation allowance is recorded. During the year ended December 31, 2021, the valuation allowance increased from $29.6 million to $54.8 million. Consideration was given to tax planning strategies and future taxable income as to how much of the relevant deferred tax asset could be realized on a more likely than not basis. Other deferred tax assets and liabilities include timing differences arising on accruals, payments in advance, provisions, investments in subsidiaries and accounting for contracts.
The Company does not indefinitely reinvest the majority of its undistributed earnings of its subsidiaries. $1.3 million of undistributed earnings will be indefinitely reinvested, where timing of the reversal can be controlled. Should these earnings be remitted, tax would be due of $0.1 million. The Company has not recognized a deferred tax liability on this outside basis temporary difference.
At December 31, 2021 the Company had deferred tax assets net of valuation allowances of $1.4 million. The Company has deferred tax assets relating to tax losses of $48.5 million that either offset a deferred tax liability or have a valuation allowance recognized against them. Tax losses have arisen in Australia, Belgium, Canada, the Czech Republic, France, Japan, Mexico, the Netherlands, South Africa, the United Kingdom and the United States. Of the total net operating loss balance carried forward of $48.5 million, $35.0 million is carried forward indefinitely and $13.5 million will expire between December 31, 2021 and December 21, 2042.
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:
Year Ended December 31, 2021 |
Year Ended December 31, 2020 |
|||||||
Balance at beginning of the year |
$ | | $ | | ||||
Change in tax positions of the current year |
4,913 | | ||||||
|
|
|
|
|||||
Balance at end of the year |
$ | 4,913 | $ | | ||||
|
|
|
|
If recognized, the above unrecognized tax benefits would not affect the effective tax rate as these would be offset by compensating adjustments in the Companys current and deferred tax assets.
Howden conducts its business on a global basis. The Company and its subsidiaries are routinely examined by tax authorities around the world. Tax examinations remain in process in the Czech Republic, Denmark, the Netherlands, Germany, India and Mexico in addition to the state of Ohio in the United States. As at 31 December 2021, all tax examinations related to periods where the group was owned by Colfax Corporation for all or most of the period in question. Howden continues to work with Colfax Corporation to conclude these tax examinations.
The Companys income tax filings are subject to audit by various taxing authorities. Periods for the Company open to examination in the jurisdictions in which the Company operates include tax years ended December 31, 2021, 2020, 2019, 2018, 2017, 2016, 2015, 2014, 2000 and 1999.
During the year ended December 31, 2021, the Company paid cash taxes of $36.5 million and in the year ended December 31, 2020, the Company paid cash taxes of $34.1 million.
34
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
8. Goodwill and Intangible Assets
Goodwill represents the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired. The following tables summarize the activity in Goodwill during the years ended December 31, 2021 and 2020:
GPG | Regional Sales |
Total | ||||||||||
Balance as at December 31, 2019 |
$ | 119,130 | $ | 483,382 | $ | 602,512 | ||||||
Goodwill attributable to acquisitions (1) |
12,934 | 52,483 | 65,417 | |||||||||
|
|
|
|
|
|
|||||||
Balance as at December 31, 2020 |
$ | 132,064 | $ | 535,865 | $ | 667,929 | ||||||
Goodwill attributable to acquisitions (1) |
26,971 | 90,929 | 117,900 | |||||||||
Impact of foreign currency translation |
(564 | ) | (1,234 | ) | (1,798 | ) | ||||||
|
|
|
|
|
|
|||||||
Balance as at December 31, 2021 |
$ | 158,471 | $ | 625,560 | $ | 784,031 | ||||||
|
|
|
|
|
|
(1) | Includes Purchase accounting adjustments associated with acquisitions per Note 5 Acquisitions |
The following table summarizes the Companys Intangible assets, excluding Goodwill:
Useful | December 31, 2021 | December 31, 2020 | ||||||||||||||||||
Lives | Gross Carrying | Accumulated | Gross Carrying | Accumulated | ||||||||||||||||
(in years) | Amount | Amortization | Amount | Amortization | ||||||||||||||||
Indefinite-Lived Intangible Assets |
||||||||||||||||||||
Trade names |
Indefinite | $ | 225,089 | $ | | $ | 196,166 | $ | | |||||||||||
Definite-Lived Intangible Assets |
||||||||||||||||||||
Acquired customer relationships |
10-20 | 396,855 | (35,492 | ) | 307,300 | (19,205 | ) | |||||||||||||
Acquired backlog |
1-6 | 126,168 | (123,081 | ) | 122,500 | (112,008 | ) | |||||||||||||
Acquired technology |
10-16 | 128,377 | (20,870 | ) | 113,091 | (11,381 | ) | |||||||||||||
Software |
3-10 | 59,613 | (21,121 | ) | 57,155 | (14,543 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
$ | 936,102 | $ | (200,564 | ) | $ | 796,212 | $ | (157,137 | ) | |||||||||||
|
|
|
|
|
|
|
|
See Note 3, Summary of Significant Accounting Policies for discussion regarding impairment of intangible assets.
As of December 31, 2021, total amortization expense for intangible assets is expected to be as follows for the years ending December 31, 2022, 2023, 2024, 2025, and 2026, respectively:
Amortization Expense |
||||
2022 |
37,353 | |||
2023 |
34,927 | |||
2024 |
34,548 | |||
2025 |
34,120 | |||
2026 |
33,785 |
Amortization expense related to intangible assets was included in the Consolidated Statements of Operation as follows:
Year Ended December 31, 2021 |
Year Ended December 31, 2020 |
|||||||
Selling, general and administrative |
$ | 45,121 | $ | 82,762 |
35
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
9. Property, Plant and Equipment, Net
Depreciable Life | December 31, 2021 | December 31, 2020 | ||||||||||
(In years) | ||||||||||||
Land |
N/A | $ | 25,436 | $ | 25,333 | |||||||
Buildings and improvements |
5-40 | 122,957 | 105,120 | |||||||||
Machinery and equipment |
3-15 | 171,775 | 140,039 | |||||||||
Office equipment and software |
3-10 | 16,823 | 13,617 | |||||||||
|
|
|
|
|||||||||
336,991 | 284,109 | |||||||||||
Accumulated depreciation |
(83,525 | ) | (50,194 | ) | ||||||||
|
|
|
|
|||||||||
Property, plant and equipment, net |
$ | 253,466 | $ | 233,915 | ||||||||
|
|
|
|
Depreciation expense for the years ended December 31, 2021 and December 31, 2020 was $33.3 million and $40.6 million, respectively.
10. Inventories, Net
Inventories, net, consisted of the following:
December 31, 2021 | December 31, 2020 | |||||||
Raw materials |
$ | 81,424 | $ | 52,653 | ||||
Work in progress |
102,492 | 69,837 | ||||||
Finished goods |
64,340 | 38,866 | ||||||
|
|
|
|
|||||
248,256 | 161,356 | |||||||
Less: allowance for excess, slow-moving and obsolete inventory |
(12,761 | ) | (949 | ) | ||||
|
|
|
|
|||||
Inventories, net |
$ | 235,495 | $ | 160,407 | ||||
|
|
|
|
36
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
11. Components of Accumulated Other Comprehensive Income
The following table presents the changes in the balances of each component of Accumulated other comprehensive income including reclassifications out of Accumulated other comprehensive loss for the years ended December 31, 2021 and December 31, 2020. All amounts are net of tax and Non-controlling interest.
Accumulated Other Comprehensive Income Components | ||||||||||||||||
Net Unrecognized Pension Benefit Cost |
Foreign Currency Translation Adjustment |
Unrealized Loss On Hedging Activities |
Total | |||||||||||||
Balance at December 31, 2019 |
$ | 1,244 | $ | 5,126 | $ | 426 | $ | 6,796 | ||||||||
Other comprehensive (loss) income before reclassifications: |
||||||||||||||||
Net actuarial loss |
(2,755 | ) | | | (2,755 | ) | ||||||||||
Foreign currency translation adjustment |
(156 | ) | 39,819 | (61 | ) | 39,602 | ||||||||||
Loss on long-term intra-entity foreign currency transactions |
| (8,895 | ) | | (8,895 | ) | ||||||||||
Unrealized loss on cash flow hedges |
| | (570 | ) | (570 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net current period other comprehensive (loss) income |
(2,911 | ) | 30,924 | (631 | ) | 27,382 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Amounts reclassified from accumulated other comprehensive (loss) income |
| | (470 | ) | (470 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2020 |
$ | (1,667 | ) | $ | 36,050 | $ | (675 | ) | $ | 33,708 | ||||||
|
|
|
|
|
|
|
|
|||||||||
Other comprehensive loss before reclassifications: |
||||||||||||||||
Net actuarial loss |
(150 | ) | | | (150 | ) | ||||||||||
Foreign currency translation adjustment |
| (24,702 | ) | | (24,702 | ) | ||||||||||
Gain on long-term intra-entity foreign currency transactions |
| 5,844 | | 5,844 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net current period other comprehensive loss |
(150 | ) | (18,858 | ) | | (19,008 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Amounts reclassified from accumulated other comprehensive (loss) income for the derecognition of cash flow hedges |
| | 675 | 675 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2021 |
$ | (1,817 | ) | $ | 17,192 | $ | | $ | 15,375 | |||||||
|
|
|
|
|
|
|
|
37
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
12. Leases
The Company leases certain office spaces, warehouses, facilities, vehicles and equipment. Leases with an initial term of twelve months or less are not recorded on the balance sheet. Most leases include renewal options, which can extend the lease term into the future. Certain of the Companys leases include rental payments adjusted for inflation. The operating right-of-use (ROU) lease asset and lease liability are recorded on the Consolidated Balance Sheets, with the current lease liability being included within accrued liabilities. The finance lease right-of-use asset and liability are recorded on the Consolidated Balance Sheets included with property, plant, and equipment, net, and other non-current liabilities, respectively.
The following table presents the lease expenses within the Consolidated Statement of Operations for the years ended December 31, 2021 and December 31, 2020:
Lease Expense | Statement of Operations location | December 31, 2021 |
December 31, 2020 |
|||||||||
Finance lease expense |
||||||||||||
Amortization of ROU assets |
SG&A | $ | 644 | $ | | |||||||
Interest on lease liabilities |
Interest expense | 369 | | |||||||||
Operating lease expense |
SG&A | 14,696 | 13,267 | |||||||||
Short-term lease expense |
SG&A | 2,455 | 1,086 | |||||||||
|
|
|
|
|||||||||
Total |
$ | 18,164 | $ | 14,353 | ||||||||
|
|
|
|
The variable lease expense for the years ended December 31, 2021 and 2020 is immaterial.
Supplemental cash flow information related to the Companys leases for the years ended December 31, 2021 and December 31, 2020 were as follows:
December 31, 2021 |
December 31, 2020 |
|||||||
Cash paid for amounts included in the measurement of lease liabilities |
||||||||
Finance - Financing cash flows |
$ | 510 | $ | | ||||
Finance - Operating cash flows |
369 | | ||||||
Operating - Operating cash flows |
$ | 14,689 | $ | 11,140 |
Finance lease liabilities are recorded within other non-current liabilities in the Consolidated Balance Sheets.
38
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
The following table presents the lease balances within the Consolidated Balance Sheets, weighted average remaining lease term and weighted average discount rates related to the Companys leases:
December 31, 2021 |
December 31, 2020 |
|||||||
Assets |
||||||||
Operating lease, net |
$ | 79,452 | $ | 44,155 | ||||
Finance lease, net |
7,465 | | ||||||
|
|
|
|
|||||
Total lease assets |
$ | 86,917 | $ | 44,155 | ||||
|
|
|
|
|||||
Liabilities |
||||||||
Current |
||||||||
Operating lease liabilities |
$ | 13,653 | $ | 9,792 | ||||
Finance lease liabilities |
495 | | ||||||
Non-current |
||||||||
Operating lease liabilities |
65,467 | 34,363 | ||||||
Finance lease liabilities |
6,970 | | ||||||
|
|
|
|
|||||
Total lease liabilities |
$ | 86,585 | $ | 44,155 | ||||
|
|
|
|
|||||
Weighted-average remaining lease terms (in years) |
||||||||
Operating leases |
7.4 | 5.6 | ||||||
Finance leases |
9.2 | | ||||||
Weighted-average discount rate |
||||||||
Operating leases |
5.7 | % | 6.6 | % | ||||
Finance leases |
5.9 | % | |
The following table presents the maturity of the Companys lease liabilities as of December 31, 2021:
December 31, 2021 | ||||||||
Future lease payments by year: | Finance | Operating | ||||||
2022 | $ | 913 | $ | 17,495 | ||||
2023 | 913 | 15,114 | ||||||
2024 | 913 | 13,409 | ||||||
2025 | 913 | 10,276 | ||||||
2026 | 913 | 8,266 | ||||||
Thereafter | 5,415 | 30,925 | ||||||
|
|
|
|
|||||
Total | $ | 9,980 | $ | 95,485 | ||||
Less: present value discount | (2,515 | ) | (16,365 | ) | ||||
|
|
|
|
|||||
Present value of lease liabilities |
$ | 7,465 | $ | 79,120 | ||||
|
|
|
|
39
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
13. Debt
Long-term debt consisted of the following:
December 31, 2021 | December 31, 2020 | |||||||
Term Loans |
$ | 1,204,272 | $ | 888,750 | ||||
Senior Notes |
300,000 | 300,000 | ||||||
Revolving credit facilities |
| 15,000 | ||||||
Other |
4,613 | 490 | ||||||
|
|
|
|
|||||
Total debt |
1,508,885 | 1,204,240 | ||||||
Discount on debt and debt issuance costs |
(56,995 | ) | (64,907 | ) | ||||
|
|
|
|
|||||
Net debt |
1,451,890 | 1,139,333 | ||||||
|
|
|
|
|||||
Less: current portion of debt |
(13,357 | ) | (9,174 | ) | ||||
|
|
|
|
|||||
Long-term debt |
$ | 1,438,533 | $ | 1,130,159 | ||||
|
|
|
|
As of December 31, 2021, the aggregate future principal payments for long-term debt for each of the next five years and thereafter are as follows:
December 31, 2021 |
||||
2022 |
$ | 13,417 | ||
2023 |
12,128 | |||
2024 |
12,128 | |||
2025 |
12,128 | |||
2026 |
1,156,067 | |||
Thereafter |
303,017 | |||
|
|
|||
Total |
$ | 1,508,885 | ||
|
|
Term Loan
On September 30, 2019, the Company entered into a credit agreement (the Credit Agreement) in conjunction with the Granite Acquisition (see Note 5), providing for a $900.0 million senior secured term loan facility (the Term Loan Facility). The Term Loan Facility matures on September 30, 2026 and carried an interest rate of LIBOR plus 5.25%. The reference rate used for the calculation of Term Loan interest is 3-months USD LIBOR. This is reset on a quarterly basis. The range of LIBOR rates (excluding the margin applied) applicable to Term Loan borrowings for the years ended December 31, 2021 and 2020 were 0.11% to 0.24% and 0.20% to 1.90%, respectively.
On January 26, 2021, the Company refinanced the Term Loan Facility. The refinancing resulted in the applicable interest rate being reduced from LIBOR plus 5.25% to LIBOR plus 4.00% per annum.
On January 29, 2021, the Company amended the Credit Agreement to enable the Company to incur incremental term loans in an aggregate principle amount of $75.0 million, in line with the terms of the existing Term Loan Facility.
On December 21, 2021, the Company amended the Credit Agreement to enable the Company to incur incremental term loans in an aggregate principle amount of $250.0 million, in line with the terms of the Term Loan Facility. As a result, the aggregate principal amount of the Term Loan Facility and the incremental term loans (the Term Loans) is $1,204.3 million as of December 31, 2021.
On September 30, 2019, the Company incurred $62.7 million of debt issuance costs in connection with the Term Loan Facility. In January 2021 the Company incurred a further $0.5 million of debt issuance costs in connection with the refinancing of the Term Loan Facility and $75.0 incremental term loan. In December 2021, the Company incurred a further $2.1 million of debt issuance costs in
40
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
connection with the refinancing of the term loan. These fees are presented as a direct deduction from the carrying amount of the long-term debt on the Consolidated Balance Sheets. During the years ended December 31, 2021 and December 31, 2020, $8.6 million and $6.8 million of debt issuance cost was amortized to interest expense, respectively.
The Term Loan borrowings under the Credit Agreement are collateralized by all of the assets of the subsidiary guarantors in the Security Jurisdictions (USA, Germany, England and Wales, Canada, Scotland, the Netherlands, Denmark, and Australia). In connection with the Credit Agreement, certain subsidiaries of the Company are subject to various financial reporting and other covenants. In addition, there are negative covenants, including certain restrictions on the ability of such subsidiaries to: incur additional indebtedness, create liens, transfer assets, pay dividends, consolidate or merge with other entities, undergo a change in control, or modify its organizational documents. As of December 31, 2021, the Company was in compliance with all financial covenants.
Senior Notes
On September 30, 2019, the Company issued senior unsecured notes with an aggregate principal amount of $300.0 million (the Senior Notes). The Senior Notes are due October 1, 2027 and carry an interest rate of 11%. Unsecured guarantees provided by guarantors in the Security Jurisdictions noted above.
Under the terms of the indenture governing the Senior Notes, Granite US and certain subsidiaries of the Company (the Restricted Subsidiaries) are subject to various financial reporting and other covenants. In addition, the indenture contains certain restrictions on Granite US and the Restricted Subsidiaries ability to: incur additional indebtedness, create liens, transfer assets, pay dividends, engage in certain transactions with affiliates, make certain investments and consolidate or merge with other entities.
On September 30, 2019, the Company incurred $6.8 million of debt issuance costs in connection with the senior unsecured notes. These fees are presented as a direct deduction from the carrying amount of the long-term debt on the Consolidated Balance Sheets. During the years ended December 31, 2021 and December 31, 2020, $0.6 million and $0.5 million of debt issuance cost was amortized to interest expense, respectively.
Revolving Credit Facility
On September 30, 2019, provided by the Credit Agreement, the Company entered into a 5-year secured $150.0 million revolving facility with an interest rate of London Interbank Offered Rate (LIBOR) (or, in the case of loans denominated in Australian dollars, BBR) plus 4%, subject to determination on each adjustment date (the Revolving Credit Facility). Guarantees and all asset security for the obligations of the Borrowers provided by subsidiary guarantors in the Security Jurisdictions noted above.
On November 29, 2021, the Company amended the Credit Agreement to change the reference rate with respect to loans denominated in (i) euros from LIBOR to EURIBOR and (ii) pounds sterling from LIBOR to SONIA plus an adjustment of 0.0326% per annum.
On December 21, 2021, the Company amended the Credit Agreement to enable the Company to draw from the Revolving Credit Facility in an aggregate principal amount of $190.0 million. This has resulted in an increase in the springing Net First Lien Leverage Ratio covenant to 6.65x compared to 5.8725x previously.
On September 30, 2019, the Company incurred $6.8 million of debt issuance costs in connection with the Revolving Credit Facility. These fees are presented as a direct deduction from the carrying amount of the long-term debt on the Consolidated Balance Sheets. During the years ended December 31, 2021 and December 31, 2020, $1.4 million and $1.4 million of debt issuance cost was amortized to interest expense, respectively.
41
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
Other Indebtedness
The Company is also party to letter of credit facilities with an aggregate capacity of $275.0 million. Total letters of credit of $184.2 million were outstanding as of December 31, 2021. The Company also has local facilities available with $61.2 million total letters of credit outstanding as of December 31, 2021. The $4.6 million of other debt relates to a small number of local debt facilities across the Company.
Interest Paid
During the years to December 31, 2021 and 2020, interest paid was $102.1 million and $103.2 million, respectively.
14. Accrued Liabilities
Accrued liabilities in the Consolidated Balance Sheets consisted of the following:
December 31, 2021 | December 31, 2020 | |||||||
Accrued payroll |
$ | 60,466 | $ | 53,332 | ||||
Warranty liability |
42,098 | 42,806 | ||||||
Accrued taxes |
28,590 | 13,695 | ||||||
Lease liability |
13,653 | 9,792 | ||||||
Indirect taxes |
10,615 | 10,933 | ||||||
Liquidated damages |
9,761 | 13,339 | ||||||
Accrued interest |
8,250 | 8,250 | ||||||
Accrued third-party commissions |
4,232 | 3,722 | ||||||
Legal provisions |
2,064 | 16,378 | ||||||
Accrued restructuring liability |
1,049 | 3,344 | ||||||
Other |
35,294 | 32,635 | ||||||
|
|
|
|
|||||
Accrued liabilities |
$ | 216,072 | $ | 208,226 | ||||
|
|
|
|
Accrued Restructuring Liability
The Company periodically implements restructuring programs related to acquisitions, divestitures, and other cost reduction programs in order to enhance the profitability through streamlined operations and an improved overall cost structure. During the years ended December 31, 2021 and 2020, the Company incurred $5.5 million and $9.9 million, attributable to severance and other termination benefits and facility closure costs. Included within the restructuring cost for the years ended December 31, 2021 and 2020, the Company incurred $0.1 million and $0.7 million of non-cash impairment charges. Restructuring costs are disclosed on the face of the Statement of Operations. A summary of the activity in the Companys restructuring liability included in accrued liabilities in the Consolidated Balance Sheets is as follows:
Total | ||||
Balance at December 31, 2019 |
$ | 8,875 | ||
Restructuring provisions |
9,152 | |||
Payments |
(14,814 | ) | ||
Impact of foreign currency translation |
131 | |||
|
|
|||
Balance at December 31, 2020 |
$ | 3,344 | ||
Restructuring provisions |
5,357 | |||
Payments |
(7,525 | ) | ||
Impact of foreign currency translation |
(128 | ) | ||
|
|
|||
Balance at December 31, 2021 |
$ | 1,048 | ||
|
|
42
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
15. Defined Benefit Plans
Outside of the United States, the Company sponsors certain defined pension plans for its employees, which are predominantly in Germany. The pension disclosures presented in the table below include these non-U.S. pension plans only. The related expenses for these plans are included in Selling, general and administration expense in the accompanying Consolidated Statement of Operations.
The following table summarizes the total changes in the Companys pension and plan assets and includes a statement of the plans funded status:
Pension Benefits | ||||||||
Year Ended December 31, | ||||||||
2021 | 2020 | |||||||
Change in benefit obligation: |
||||||||
Projected benefit obligation, beginning of year |
$ | 58,506 | $ | 50,450 | ||||
Acquisitions |
4,003 | | ||||||
Service cost |
1,168 | 963 | ||||||
Interest cost |
231 | 414 | ||||||
Actuarial loss |
1,700 | 4,199 | ||||||
Benefits paid |
(2,621) | (2,414) | ||||||
Actual participant contributions |
41 | | ||||||
Settlements |
(54) | | ||||||
Foreign exchange rate impact |
(4,626) | 4,894 | ||||||
|
|
|
|
|||||
Projected benefit obligation, end of year |
$ | 58,348 | $ | 58,506 | ||||
|
|
|
|
|||||
Accumulated benefit obligation, end of year |
$ | 55,804 | $ | 57,474 | ||||
|
|
|
|
|||||
Change in plan assets: |
||||||||
Fair value of plan assets, beginning of year |
$ | 44,590 | $ | 40,530 | ||||
Acquisitions |
2,591 | | ||||||
Actual return on plan assets |
2,340 | 400 | ||||||
Employer contribution |
2,544 | 2,171 | ||||||
Benefits paid |
(2,621) | (2,414) | ||||||
Actual participant contributions |
41 | | ||||||
Foreign exchange rate impact |
(3,528) | 3,903 | ||||||
|
|
|
|
|||||
Fair value of plan assets, end of year |
$ | 45,957 | $ | 44,590 | ||||
|
|
|
|
|||||
Funded status, end of year |
$ | (12,391) | $ | (13,916) | ||||
|
|
|
|
|||||
Amounts recognized on the Consolidated Balance Sheets at December 31: |
||||||||
Non-current assets |
3,567 | 2,151 | ||||||
Current liabilities |
(294) | (398) | ||||||
Non-current liabilities |
(15,664) | (15,669) | ||||||
|
|
|
|
|||||
Total |
$ | (12,391) | $ | (13,916) | ||||
|
|
|
|
43
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
Expected contributions to the Companys pension benefits plan for the year ending December 31, 2022, related to plans as of December 31, 2021, are $2.6 million. The following benefit payments are expected to be paid during each respective fiscal year:
Pension Benefits | ||||
2022 |
$ | 2,308 | ||
2023 |
2,411 | |||
2024 |
2,481 | |||
2025 |
2,383 | |||
2026 |
2,777 | |||
2027-2031 |
12,365 |
The Companys primary investment objective for its pension plan assets is to provide a source of retirement income for the plans participants and beneficiaries. The assets are invested with the goal of preserving principal while providing a reasonable real rate of return over the long term. Diversification of assets is achieved through strategic allocations to various asset classes in line with the investment guidelines of the plans. Actual allocations to each asset class vary due to periodic investment strategy changes, market value fluctuations, the length of time it takes to fully implement investment allocation positions, and the timing of benefit payments and contributions. The asset allocation is monitored and rebalanced as required, as frequently as on a quarterly basis in some instances. The following are the actual and target allocation percentages for the Companys pension plan assets:
Actual Asset Allocation | ||||||||
December 31, | ||||||||
2021 | 2020 | |||||||
Cash and cash equivalents |
| % | 1 | % | ||||
Insurance contracts |
5 | % | | % | ||||
Investment fund |
95 | % | 99 | % |
A summary of the Companys pension plan assets for each fair value hierarchy level for the periods presented follows (see Note 16, Financial Instruments and Fair Value Measurements for further description of the levels within the fair value hierarchy):
December 31, 2021 | ||||||||||||||||
Level One | Level Two | Level Three | Total | |||||||||||||
Cash and cash equivalents |
$ | 2 | $ | | $ | | $ | 2 | ||||||||
Non-U.S. government and corporate bonds |
| 68 | | 68 | ||||||||||||
Insurance contracts |
| 2,142 | | 2,142 | ||||||||||||
Investment funds |
| 43,745 | | 43,745 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 2 | $ | 45,955 | $ | | $ | 45,957 | |||||||||
|
|
|
|
|
|
|
|
December 31, 2020 | ||||||||||||||||
Level One | Level Two | Level Three | Total | |||||||||||||
Cash and cash equivalents |
$ | 295 | $ | | $ | | $ | 295 | ||||||||
Non-U.S. government and corporate bonds |
| 67 | | 67 | ||||||||||||
Investment funds |
| 44,228 | | 44,228 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 295 | $ | 44,295 | $ | | $ | 44,590 | |||||||||
|
|
|
|
|
|
|
|
44
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
The following table sets forth the components of net periodic benefit cost and other comprehensive loss of the Companys defined benefit pension plans:
Year Ended | Year Ended | |||||||
December 31, | December 31, | |||||||
2021 | 2020 | |||||||
Components of Net Periodic Benefit Cost: |
||||||||
Service cost |
$ | 1,168 | $ | 963 | ||||
Interest cost |
231 | 414 | ||||||
Amortization |
(2 | ) | | |||||
Settlement (gain) loss |
(57 | ) | | |||||
Expected return on plan assets |
(811 | ) | (813 | ) | ||||
|
|
|
|
|||||
Net periodic benefit cost |
$ | 529 | $ | 564 | ||||
|
|
|
|
|||||
Change in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income: |
||||||||
Current year net actuarial loss (gain) |
$ | 150 | $ | 4,564 | ||||
Total recognized in other comprehensive income |
$ | 150 | $ | 4,564 | ||||
|
|
|
|
Each component of net periodic benefit cost is included in selling, general and administrative expense. The components of net unrecognized pension benefit cost included in accumulated other comprehensive income in the Consolidated Balance Sheets that have not been recognized as a component of net periodic benefit cost are as follows:
December 31, 2021 |
December 31, 2020 |
|||||||
Net actuarial loss |
$ | 150 | $ | 4,564 | ||||
|
|
|
|
|||||
Total |
$ | 150 | $ | 4,564 | ||||
|
|
|
|
The components of net unrecognized pension included in accumulated other comprehensive income in the Consolidated Balance Sheets that are expected to be recognized as a component of net periodic benefit cost during the year ending December 31, 2022 are as follows:
December 31, 2022 |
||||
Net actuarial loss |
$ | 139 | ||
|
|
|||
Total |
$ | 139 | ||
|
|
The key economic assumptions used in the measurement of the Companys pension and other post-retirement benefit obligations are as follows:
Pension Benefits | Pension Benefits | |||||||
December 31, | December 31, | |||||||
2021 | 2020 | |||||||
Weighted-average discount rate |
1.1 | % | 0.7 | % | ||||
Weighted-average rate of increase in compensation levels for active pension plans |
0.5 | % | 3.0 | % |
45
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
The key economic assumptions used in the computation of net periodic benefit cost are as follows:
Year Ended | Year Ended | |||||||
December 31, | December 31, | |||||||
2021 | 2020 | |||||||
Weighted-average discount rate |
1.1 | % | 1.2 | % | ||||
Weighted-average expected long-term rate of return on plan assets |
1.9 | % | 1.9 | % | ||||
Weighted-average rate of increase in compensation levels for active pension plans |
0.5 | % | 3.0 | % |
In determining discount rates, the Company utilizes the single discount rate equivalent to discounting the expected future cash flows from each plan using the yields at each duration from a published yield curve as of the measurement date.
The expected long-term rate of return on plan assets was based on the Companys investment policy target allocation of the asset portfolio between various asset classes and the expected real returns of each asset class over various periods of time that are consistent with the long-term nature of the underlying obligations of these plans.
Defined Contribution Pension Plans
The total amount of cost recognized for Defined Contribution Pension Plans for the years ended December 31, 2021 and 2020 was $16.2 million and $11.5 million, respectively.
There were no significant changes in the period affecting the comparability of the amount of cost recognized for defined contribution pension plans.
46
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
16. Financial Instruments and Fair Value Measurements
GHBV utilizes fair value measurement guidance prescribed by accounting standards to value its financial instruments. The guidance establishes a fair value hierarchy based on the inputs used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:
Level One: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.
Level Two: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level Three: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
A financial instruments level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
The carrying values of financial instruments, including Trade receivables and Accounts payable, approximate their fair values due to their short-term maturities. The estimated fair values may not represent actual values of the financial instruments that could be realized as of the balance sheet date or that will be realized in the future.
A summary of the Companys assets and liabilities that are measured at fair value on a recurring basis for each fair value hierarchy level for the periods presented is as follows:
December 31, 2021 | ||||||||||||||||
Level One | Level Two | Level Three | Total | |||||||||||||
Assets: |
||||||||||||||||
Foreign currency contracts related to sales - not designated as hedges |
$ | | $ | 2,853 | $ | | $ | 2,853 | ||||||||
Foreign currency contracts related to purchases - not designated as hedges |
| 512 | | 512 | ||||||||||||
Foreign currency cash management swaps - not designated as hedges |
| 141 | | 141 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | | $ | 3,506 | $ | | $ | 3,506 | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities: |
||||||||||||||||
Foreign currency contracts related to sales - not designated as hedges |
$ | | $ | 1,196 | $ | | $ | 1,196 | ||||||||
Foreign currency contracts related to purchases - not designated as hedges |
| 1,741 | | 1,741 | ||||||||||||
Foreign currency cash management swaps - not designated as hedges |
| 8 | | 8 | ||||||||||||
Cross currency swaps - not designated as hedges |
| 31,047 | | 31,047 | ||||||||||||
Interest rate swaps - not designated as hedges |
| 6,921 | | 6,921 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | | $ | 40,913 | $ | | $ | 40,913 | |||||||||
|
|
|
|
|
|
|
|
47
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
December 31, 2020 | ||||||||||||||||
Level One | Level Two | Level Three | Total | |||||||||||||
Assets: |
||||||||||||||||
Foreign currency contracts related to sales - designated as hedges |
$ | | $ | 329 | $ | | $ | 329 | ||||||||
Foreign currency contracts related to purchases - designated as hedges |
| 127 | | 127 | ||||||||||||
Foreign currency contracts related to sales - not designated as hedges |
| 4,844 | | 4,844 | ||||||||||||
Foreign currency contracts related to purchases - not designated as hedges |
| 139 | | 139 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | | $ | 5,439 | $ | | $ | 5,439 | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities: |
||||||||||||||||
Foreign currency contracts related to sales - designated as hedges |
$ | | $ | 256 | $ | | $ | 256 | ||||||||
Foreign currency contracts related to purchases - designated as hedges |
| 700 | | 700 | ||||||||||||
Foreign currency contracts related to sales - not designated as hedges |
| 181 | | 181 | ||||||||||||
Foreign currency contracts related to purchases - not designated as hedges |
| 2,019 | | 2,019 | ||||||||||||
Cross currency swaps - not designated as hedges |
| 41,110 | | 41,110 | ||||||||||||
Interest rate swaps - not designated as hedges |
| 23,828 | | 23,828 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | | $ | 68,094 | $ | | $ | 68,094 | |||||||||
|
|
|
|
|
|
|
|
There were no transfers in or out of Level One, Two or Three during the year ended December 31, 2021 and December 31, 2020.
Derivatives
The Company periodically enters into foreign currency, interest rate swap and commodity derivative contracts. As the Company has manufacturing sites throughout the world and sells its products globally, the Company is exposed to movements in the exchange rates of various currencies. As a result, the Company enters into forward contracts to mitigate this exchange rate risk by hedging a portion of foreign currency revenue and foreign currency purchases not denominated in the subsidiaries foreign currency. As the Companys borrowings (see Note 13) are denominated in USD cross currency swaps are used to address the exchange rate risk presented by a large proportion of the Companys profits being generated in non-USD currencies. As the Companys borrowings include variable interest rates, the Company enters into interest rate swaps to mitigate interest rate risk. There were no changes during the periods presented in the Companys valuation techniques used to measure asset and liability fair values on a recurring basis. The Company classifies cash flows related to derivative financial instruments as operating activities in its Consolidated Statements of Cash Flows.
Foreign Currency Contracts
Foreign currency contracts are measured using broker quotations or observable market transactions in either listed or over- the-counter markets. The Company primarily uses foreign currency contracts to mitigate the risk associated with customer forward sale agreements denominated in currencies other than the applicable local currency, and to match costs and expected revenues where production facilities have a different currency than the selling currency.
As of December 31, 2021 and 2020, the Company had foreign currency contracts with the following notional values:
December 31, 2021 | December 31, 2020 | |||||||
Foreign currency contracts related to sales - designated as hedges |
$ | | $ | 22,246 | ||||
Foreign currency contracts related to purchases - designated as hedges |
| 18,997 | ||||||
Foreign currency contracts related to sales - not designated as hedges |
147,854 | 99,348 | ||||||
Foreign currency contracts related to purchases - not designated as hedges |
85,923 | 36,748 | ||||||
Foreign currency cash management swaps - not designated as hedges |
49,596 | | ||||||
Cross currency swaps - not designated as hedges |
490,000 | 490,000 | ||||||
|
|
|
|
|||||
Total foreign currency derivatives |
$ | 773,373 | $ | 667,339 | ||||
|
|
|
|
48
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
Interest Rate Swaps
The Company uses interest rate swaps to hedge the variability in cash flows due to changes in benchmark interest rates relating to the term loan (see Note 13). Such swaps allow us to effectively convert fixed-rate payments into floating-rate payments based on LIBOR. These transactions are not designated as hedges.
As of December 31, 2021 and 2020, the Company had interest rate swaps with the following notional values:
December 31, 2021 | December 31, 2020 | |||||||
Interest rate swaps - not designated as hedges |
490,000 | 490,000 | ||||||
|
|
|
|
|||||
Total other derivatives |
$ | 490,000 | $ | 490,000 | ||||
|
|
|
|
The Company recognized the following in its Consolidated Financial Statements related to its derivative instruments:
2021 | ||||||||
SG&A | Gain on derivative contracts |
|||||||
Gain on contracts not designated as hedges: |
||||||||
Foreign exchange contracts |
1,280 | | ||||||
Cross currency swaps |
| 8,347 | ||||||
Interest rate swaps |
| 9,613 | ||||||
2020 | ||||||||
SG&A | Loss on derivative contracts |
|||||||
Gain on cash flow hedging relationships: |
||||||||
Foreign exchange contracts: |
||||||||
Change in fair value of amounts excluded from effectiveness testing recognized immediately in earnings |
10 | | ||||||
Gain (loss) on contracts not designated as hedges: |
||||||||
Foreign exchange contracts |
4,697 | | ||||||
Cross currency swaps |
| (24,908 | ) | |||||
Interest rate swaps |
| (26,481 | ) |
The table below presents the effect of cash flow hedge accounting on Accumulated Other Comprehensive Income for the years ended December 31:
Amount of Loss Recognized in Other Comprehensive Income |
||||||||
2021 | 2020 | |||||||
Derivatives in cash flow hedging relationships: |
||||||||
Foreign exchange contracts: |
| (255 | ) |
49
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
The Companys derivative instruments were classified in the Companys Consolidated Balance Sheet as follows:
December 31, 2021 | December 31, 2020 | |||||||
Derivative assets: |
||||||||
Other current assets |
3,182 | 5,013 | ||||||
Other assets |
336 | 426 | ||||||
Derivative Liabilities: |
||||||||
Accrued liabilities |
2,924 | 2,797 | ||||||
Non-current derivative liability |
38,001 | 65,297 |
17. Variable Interest Entities
Howden Kusasa Employee Trust
Prior to the acquisition of the Howden Group by Granite Holdings II B.V., Howden Africa Holdings Limited undertook a de-listing of the 30% of its shares which were publicly listed in South Africa. Following that de-listing, Howden Africa Holdings Limited (now a wholly owned subsidiary of Granite Holdings II B.V.) commenced a process to put in place a broad-based black ownership transaction. The business formed an employee ownership trust, being the Howden Kusasa Employee Trust (Trust), which took ownership of 30% of the issued share capital in Howden Africa Holdings Limited effective April 1, 2020. The Trust allocated its trust units to permanent employees per the scheme rules of the Trust, these trust units are held in the proportions set out in the shareholders agreement and trust deed, in implementation of a share ownership scheme created by the Black Economic Empowerment Act (and relevant Codes of Good Practice) under South African law.
The trust constitutes a Variable Interest Entity (VIE) within the scope of ASC 810 since it does not have traditional voting rights attached to equity instruments. Instead, decision-making powers are conferred through the Trust deed which determines the nomination of Trustees and the powers of those Trustees. The Trust deed significantly limits the decision making powers of the Trust and the Trustees. Additionally, the Trust does not have sufficient equity to finance its activity without the additional financial support of Howden Africa Holdings Limited.
At December 31, 2021, the Trust is consolidated in the financial statements of Granite Holdings II B.V. because it has (through Howden Africa Holdings Limited) a controlling financial interest in the Trust along with the power to direct the activities of the Trust. The Trust Deed significantly limits the decision making power of the Trust.
The Trust purchased the shares it holds in Howden Africa Holdings Limited by way of a notional value loan from Howden Africa Holdings Limited. The A class shares held by the Trust and the B class shares held by Howden Group South Africa Ltd rank pari-passu and distributions from Howden Africa Holding Limited will be distributed proportionately to each class of shareholder. In accordance with the provisions of the Trust deed, 80% of the distributions received by the Trust will be used to settle the notional value loan. The remaining 20% of the distribution will be distributed to the Trust participants after any Trust expenses have been settled.
The repayment of the notional value loan is accounted for as an inter-company loan repayment and is eliminated on consolidation. Any surplus cash, after Trust expenses are met, is paid to the Trust participants and is recorded as an employee compensation cost. The cash is restricted in use for the purposes set out here. The payments do not represent dividends to employees since the employees are not shareholders. The employees receive distribution from the Trust which is consolidated in the Groups financial statements and therefore ASC 718 does not apply.
In the twelve months ended December 31, 2021, Howden Africa Holdings Limited paid dividends of $0.7 million to the Trust. $0.3 million was distributed to beneficiaries on September 10, 2021.
The amounts included in our consolidated balance sheet at December 31, 2021 for the consolidated VIE total $0.4 million of cash.
50
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
18. Commitments and Contingencies
Litigation Matters
The Business is involved in various pending legal proceedings arising out of the ordinary course of business. None of these legal proceedings are expected to have a material adverse effect on the financial condition, results of operations or cash flow of the Business. With respect to these proceedings and the litigation and claims, management believes that it will either prevail, has adequate insurance coverage or has established appropriate accruals to cover potential liabilities. Any costs that management estimates may be paid related to these proceedings or claims are accrued when the liability is considered probable and the amount can be reasonably estimated. There can be no assurance, however, as to the ultimate outcome of any of these matters, and if all or substantially all of these legal proceedings were to be determined adverse to the Business, there could be a material adverse effect on the financial condition, results of operations or cash flows of the Business.
Off-Balance Sheet Arrangements
The Company has entered into certain off-balance sheet commitments that require the future purchase of goods or services (unconditional purchase obligations). The Companys unconditional purchase obligations primarily consist of payments for supplier arrangements. Future payments under non-cancelable unconditional purchase obligations for each of the five succeeding fiscal years are as follows:
December 31, 2021 | ||||
2022 |
$ | 315,253 | ||
2023 |
8,079 | |||
2024 |
2,912 | |||
2025 |
161 | |||
2026 |
685 | |||
Thereafter |
72 | |||
|
|
|||
Total |
$ | 327,162 | ||
|
|
19. Management Incentive Compensation
Granite Management Holdings LP granted, pursuant to the Granite Equity Plan, non-voting membership interests to select key members of the Companys management titled Class B Shares and Class C units. Granite Management Holdings LP (Granite), an entity under common control, is a limited partnership entity that was established to provide key executives an opportunity to have equity participation in conjunction with private equity owners. The Profits Interest Units either time vest or vest upon a triggering event, as defined by the Granite Equity Plan.
Despite the awards being units of Granite Management Holdings LP, the Company has recorded compensation expense within Granite Holdings II B.V., as the individuals being compensated are employed within the subsidiaries of Granite Holdings II B.V.
The Class B units vest 25% on each of the four anniversary dates, as defined in the individual agreements or upon full exit of the Companys primary shareholder (the Exit Event). The Class C units vest upon achievement of a performance based objective, being the return on invested capital multiple, as defined by the Granite Equity Plan upon the date of the Exit Event.
The Class B and Class C units have been accounted for as equity awards under ASC 718. The Class B units are valued at their grant-date fair value, and are recognized as compensation expense over the vesting period from the grant date. The Class C units are valued at their grant-date fair value, and are recognized as compensation expense on consummation of an Exit Event. The fair value of the Class B and C units was determined by management in consultation with independent valuation experts on the grant date based on a Monte Carlo valuation model based on a Geometric Brownian Motion formula. The risk free rate is based on the time horizon to the Exit Event. The expected volatility was estimated using historical data of comparable publicly traded companies in the industry.
51
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
A summary of the activity related to the Class B and C units is as follows:
Class B | Class C | |||||||||||||||
Number Of Units |
Weighted Average Grant Date Fair Value |
Number Of Units |
Weighted Average Grant Date Fair Value |
|||||||||||||
Unvested at December 31, 2019 |
$ | 20,661 | $ | 341.38 | $ | 17,380 | $ | 259.03 | ||||||||
Issued |
3,107 | 445.31 | 4,876 | 394.34 | ||||||||||||
Forfeiture of unvested |
(1,705 | ) | 341.38 | (1,503 | ) | 259.03 | ||||||||||
Re-purchased |
(299 | ) | 341.38 | | | |||||||||||
Vested |
(4,960 | ) | 341.38 | | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Unvested at December 31, 2020 |
16,804 | 360.60 | 20,753 | 280.25 | ||||||||||||
Issued |
| | | | ||||||||||||
Forfeiture of unvested |
(1,884 | ) | 341.38 | (2,086 | ) | 259.03 | ||||||||||
Re-purchased |
(404 | ) | 341.38 | | | |||||||||||
Vested |
(3,871 | ) | 362.20 | | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Unvested at December 31, 2021 |
10,645 | $ | 364.14 | 18,667 | $ | 282.62 | ||||||||||
|
|
|
|
|
|
|
|
For the years ended December 31, 2021, December 31, 2020, the Company recorded an expense of $1.6 million (inclusive of $0.1 million of forfeitures) and $2.3 million (inclusive of $0.1 million of forfeitures), respectively, related to the Class B units, which was recorded in selling, general and administrative expenses on the consolidated statement of comprehensive income. The unrecognized compensation expense associated with Class B units as of December 31, 2021 is $3.3 million. For the years ended December 31, 2021 and 2020, the Company did not record compensation expense related to the Class C units, as the performance condition is linked to an exit event and therefore an expense will not be recorded until that exit is consummated. The unrecognized compensation expense associated with Class C units as of December 31, 2021 is $2.2 million.
Class B and C awards granted during 2021 have been deemed as Phantom Awards, and are specified as being cash settled. As such, these have been accounted for as liability awards under ASC 718, and as such, the fair value is remeasured at each reporting period until the award is settled. Valuation methodology adopted is the same as noted for the other Class B and C units. The Class B units vest 25% on each of the four anniversary dates, as defined in the individual agreements or upon the Exit Event. The Class C units vest upon achievement of a performance-based objective, being the return on invested capital multiple, as defined by the Granite Equity Plan upon the date of the Exit Event. Therefore the Company periodically assesses the probability of achievement of the outcome to ensure that the unrecognized compensation cost for these awards will reflect the number of awards that are ultimately expected to vest.
A summary of the activity related to the Class B and C phantom units is as follows:
Class B | Class C | |||||||||||||||
Number Of Units |
Weighted Average Grant Date Fair Value |
Number Of Units |
Weighted Average Grant Date Fair Value |
|||||||||||||
Unvested at December 31, 2020 |
| $ | | | $ | | ||||||||||
Issued |
1,744 | 598.79 | 2,615 | 548.93 | ||||||||||||
Unvested at December 31, 2021 |
1,744 | $ | 598.79 | 2,615 | $ | 548.93 | ||||||||||
|
|
|
|
|
|
|
|
As of December 31, 2021, the Company did not recognize compensation expense related to the Class B Phantom Awards as the first anniversary of the grant date had not been reached. The unrecognized compensation expense associated with these Class B units as of December 31, 2021 is $1.1 million. For the years ended December 31, 2021 and 2020, the Company did not record compensation expense related to the Class C Phantom Awards, as the performance condition is linked to an exit event and therefore an expense will
52
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
not be recorded until that exit is consummated. The unrecognized compensation expense associated with these Class C Phantom Awards as of December 31, 2021 is $0.4 million.
A separate cash settled Long-Term Incentive Plan (LTIP) exists for a limited group of key senior participants to reward them for their contributions to the long-term success of the business. This award is based on the return on invested capital multiple measured at the time of an Exit Event, and has been accounted for under ASC 710. For the years ended December 31, 2021 and 2020, the Company did not record compensation expense related to the LTIP, as the performance condition is linked to an exit event and therefore an expense will not be recorded until that exit is consummated. The unrecognized compensation expense associated with the LTIP as of December 31, 2021 is $11.7 million.
20. Segmental Reporting
The Company determines its reportable segments based on how operations are managed internally, including how the results are reviewed by the chief operating decision maker, which includes determining resource allocation methodologies used for operating segments. Gross profit is the primary measure of performance that is reviewed by the chief operating decision maker in assessing each operating segments financial performance. Gross profit represents total net sales less cost of sales.
The Company has two reportable business segments: the Global Product Group (GPG) and Regional Sales.
The Global Product Group sells a more specialized product range and serves as an engineering, procurement and operations center of excellence for the individual regional operating segments.
The individual regional operating segments are aggregated to comprise the Regional Sales reportable segment. The individual regional operating segments are all customer focused, have comparable organizational structures, sell the same product ranges into the same vertical markets and all utilize the expertise and support of the Global Product Group across engineering, procurement and operations. Financial performance measured by gross margins is comparable. Future prospects are dependent on growth drivers in our vertical markets, which are typically directionally comparable across individual regional operating segments.
Results of the reportable segments are presented based on its management and internal accounting structure. The structure is specific to the Company; therefore, the financial results of the Companys reportable segments are not necessarily comparable with similar information for other comparable companies. The identifiable assets by reportable segment are those used in each reportable segments operations
The following financial information represents amounts included within the Consolidated Balance Sheets shown by reportable segment:
Year Ended December 31, 2021 | ||||||||||||||||||||
GPG | Regional Sales | Central | Eliminations | Total | ||||||||||||||||
Total assets |
$ | 695,368 | $ | 2,829,571 | $ | 1,117,402 | $ | (1,629,392 | ) | $ | 3,012,949 | |||||||||
Capital expenditures |
7,550 | 17,060 | 262 | | 24,872 | |||||||||||||||
Property, plant and equipment, net |
72,977 | 179,388 | 1,101 | | 253,466 |
Year Ended December 31, 2020 | ||||||||||||||||||||
GPG | Regional Sales | Central | Eliminations | Total | ||||||||||||||||
Total assets |
$ | 605,127 | $ | 2,333,279 | $ | 743,886 | $ | (1,175,369 | ) | $ | 2,506,923 | |||||||||
Capital expenditures |
2,960 | 19,592 | 916 | | 23,468 | |||||||||||||||
Property, plant and equipment, net |
71,921 | 160,890 | 1,104 | | 233,915 |
The following financial information represents amounts included within the Consolidated Statement of Operations shown by reportable segment:
53
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
Year Ended December 31, 2021 | ||||||||||||||||||||
GPG | Regional Sales | Central | Eliminations | Total | ||||||||||||||||
Revenues: |
||||||||||||||||||||
Total |
$ | 330,320 | $ | 1,400,262 | $ | | $ | (154,444 | ) | $ | 1,576,138 | |||||||||
Intersegment |
146,852 | 7,592 | | (154,444 | ) | | ||||||||||||||
External |
183,468 | 1,392,670 | | | 1,576,138 | |||||||||||||||
Gross profit |
104,844 | 397,633 | | 1,000 | 503,477 | |||||||||||||||
Depreciation and amortization |
21,355 | 55,146 | 1,985 | | 78,486 | |||||||||||||||
Restructuring expense |
2,104 | 2,745 | 660 | | 5,509 |
Year Ended December 31, 2020 | ||||||||||||||||||||
GPG | Regional Sales | Central | Eliminations | Total | ||||||||||||||||
Revenues: |
||||||||||||||||||||
Total |
$ | 339,694 | $ | 1,163,470 | $ | | $ | (104,298 | ) | $ | 1,398,866 | |||||||||
Intersegment |
95,676 | 8,622 | | (104,298 | ) | | ||||||||||||||
External |
244,018 | 1,154,848 | | | 1,398,866 | |||||||||||||||
Gross profit |
104,193 | 340,947 | | (1,924 | ) | 443,216 | ||||||||||||||
Depreciation and amortization |
31,836 | 88,025 | 3,515 | | 123,376 | |||||||||||||||
Restructuring expense |
2,863 | 5,799 | 1,235 | | 9,897 |
21. Related Parties
Management Services Agreement with KPS Management IV, LLC
GHBV is owned and controlled by KPS Capital Partners (KPS), a private equity firm. On September 30, 2019, Granite US entered into a Management Services Agreement with KPS Management IV, L.L.C. (KPS), pursuant to which KPS provide business and organizational strategy and financial and advisory services. Under the Management Services Agreement, the Company paid to KPS Management $35.0 million plus all fees and expenses on execution and delivery of this agreement. In addition, the Company pay an annual monitoring fee consisting of an aggregate amount of $4.0 million payable in quarterly instalments, reimburse KPS an allocable share of out of pocket expenses incurred in connection with activities under the Management Services Agreement and pay a service fee upon acquisition of any business or entity in an amount determined by the KPS Board. The Company also indemnify KPS and their respective affiliate partners from and against all losses, claims, damages and liabilities related to their performance obligations under the Management Services Agreement.
During the year ended December 31, 2021, the Company incurred $4.0 million of monitoring fees, $7.9 million of acquisition related fees and $0.1 million in out of pocket expenses. During the year ended December 31, 2020, the Company incurred $4.0 million of monitoring fees and $0.3 million in out of pocket expenses.
The initial term of the Management Services Agreement is ten years. Upon the expiration of the initial term, the Agreement is automatically renewable for consecutive one-year terms unless the Company or KPS provides written notice of termination.
54
GRANITE HOLDINGS II B.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in thousands of US Dollars ($))
22. Subsequent Events
Subsequent events have been evaluated through to the date of approval of these financial statements.
In response to the current crisis in Ukraine, the Company has ceased accepting any new business from customers in Russia and from customers in Belarus, either through direct or indirect channels. The Companys operational footprint in Russia is small, and it is in the process of downsizing its operations. The Company is in full compliance with all applicable sanctions. The Company is currently working to fully understand and quantify the impact on its business resulting from the current conflict in Ukraine and the Companys decision regarding its Russian footprint. At this time, the Company does not believe that the conflict has had a material impact on its business, operations, financial condition or prospects. Most of the costs the Company has incurred on contracts to date with existing customers in Russia and Belarus are fully funded by customer advance payments, however the Company has exposure due to advance payment guarantees made against these advance payments. As of December 31, 2021, $11.1 million of advance payment guarantees were in place for beneficiaries in those countries.
On November 8, 2022, the Company entered into an Equity Purchase Agreement (the Purchase Agreement) with Chart Industries, Inc. (the Buyer). Pursuant to the Purchase Agreement, the Buyer will acquire (the Transaction), all of the equity interests of the Company, which constitutes the business of Howden. The base purchase price for this transaction is $4.4 billion consisting of cash, repayment of the Companys existing debt, and Buyer preferred shares. The base purchase price is subject to customary purchase price adjustments for cash, indebtedness, transaction expenses and working capital.
In connection the Transaction and in accordance with the Purchase Agreement, the Company will repay and terminate its Credit Agreement. In addition, pursuant to the Purchase Agreement, the Company will redeem, satisfy and discharge the principal amount, premium, if any, and accrued and unpaid interest, if any, if its Senior Notes.
The closing of the Transaction is expected to conclude during the first half of 2023 and is subject to customary regulatory and Buyer stockholder approvals, and the satisfaction of closing conditions under the Purchase agreement.
Subsequent events have been evaluated through to the date of approval of these financial statements and no significant subsequent events, beyond the above, have been noted.
55
Exhibit 99.4
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Granite Holdings II B.V. and Subsidiaries
As of September 30, 2022 and December 31, 2021
For the three months and nine months ended September 30, 2022 and October 1, 2021
(Unaudited)
INDEX TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Page | ||||
Condensed Consolidated Statements of Operations |
3 | |||
Condensed Consolidated Statements of Comprehensive (Loss) Income |
4 | |||
Condensed Consolidated Balance Sheet |
5 | |||
Condensed Consolidated Statements of Equity |
6 | |||
Condensed Consolidated Statements of Cash Flows |
7 | |||
Notes to Condensed Consolidated Financial Statements |
8 | |||
Note 1. Organization and Nature of Operations |
8 | |||
Note 2. Basis of Presentation |
8 | |||
Note 3. Recently Issued Accounting Pronouncements |
8 | |||
Note 4. Acquisitions |
9 | |||
Note 5. Revenue Recognition |
13 | |||
Note 6. Income Taxes |
16 | |||
Note 7. Goodwill and Intangible Assets |
17 | |||
Note 8. Property, Plant and Equipment, Net |
18 | |||
Note 9. Inventories, Net |
18 | |||
Note 10. Components of Accumulated Other Comprehensive (Loss) Income |
19 | |||
Note 11. Leases |
20 | |||
Note 12. Debt |
22 | |||
Note 13. Accrued Liabilities |
24 | |||
Note 14. Financial Instruments and Fair Value Measurements |
26 | |||
Note 15. Related Parties |
30 | |||
Note 16. Segmental Reporting |
31 | |||
Note 17. Subsequent Events |
32 |
2
GRANITE HOLDINGS II B.V.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
In thousands of US Dollars ($)
(Unaudited)
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, 2022 | October 1, 2021 | September 30, 2022 | October 1, 2021 | |||||||||||||
Net sales |
||||||||||||||||
Products |
$ | 384,021 | $ | 344,090 | $ | 1,142,596 | $ | 970,534 | ||||||||
Services |
49,934 | 48,498 | 152,723 | 136,979 | ||||||||||||
Total net sales |
433,955 | 392,588 | 1,295,319 | 1,107,513 | ||||||||||||
Cost of sales |
||||||||||||||||
Products |
261,827 | 236,921 | 784,576 | 663,792 | ||||||||||||
Services |
35,981 | 31,749 | 105,913 | 94,100 | ||||||||||||
Total cost of sales |
297,808 | 268,670 | 890,489 | 757,892 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Gross profit |
136,147 | 123,918 | 404,830 | 349,621 | ||||||||||||
Selling, general and administrative expense |
92,657 | 81,625 | 285,088 | 232,670 | ||||||||||||
Acquisition-related costs |
412 | 172 | 3,308 | 6,213 | ||||||||||||
Restructuring and other related charges |
952 | 1,909 | 3,303 | 4,628 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating income |
42,126 | 40,212 | 113,131 | 106,110 | ||||||||||||
Gain on derivative contracts |
(40,457 | ) | (4,187 | ) | (82,298 | ) | (14,847 | ) | ||||||||
Interest expense, net |
40,794 | 21,592 | 102,530 | 70,063 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income before income taxes |
41,789 | 22,807 | 92,899 | 50,894 | ||||||||||||
Provision for income taxes |
17,237 | 11,101 | 39,108 | 26,948 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income |
24,552 | 11,706 | 53,791 | 23,946 | ||||||||||||
Less: income attributable to non-controlling interest, net of taxes |
2,765 | 2,793 | 7,887 | 6,728 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income attributable to Granite Holdings II B.V. |
$ | 21,787 | $ | 8,913 | $ | 45,904 | $ | 17,218 | ||||||||
|
|
|
|
|
|
|
|
See Notes to Condensed Consolidated Financial Statements
3
GRANITE HOLDINGS II B.V.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
In thousands of US Dollars ($)
(Unaudited)
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, 2022 | October 1, 2021 | September 30, 2022 | October 1, 2021 | |||||||||||||
Net income |
$ | 24,552 | $ | 11,706 | $ | 53,791 | $ | 23,946 | ||||||||
Other comprehensive loss: |
||||||||||||||||
Foreign currency translation |
(32,723 | ) | (7,114 | ) | (62,036 | ) | (11,860 | ) | ||||||||
Changes in unrecognized pension cost, net of tax of $0, $0, $0, $0 |
33 | | 104 | | ||||||||||||
Amounts reclassified from accumulated other comprehensive (loss) income: |
||||||||||||||||
Derecognition of cash flow hedges |
| (102 | ) | | 576 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Other comprehensive loss |
(32,690 | ) | (7,216 | ) | (61,932 | ) | (11,284 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Comprehensive (loss) income |
(8,138 | ) | 4,490 | (8,141 | ) | 12,662 | ||||||||||
Less: comprehensive income attributable to non-controlling interest |
707 | 3,088 | 3,988 | 7,235 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Comprehensive (loss) income attributable to Granite Holdings II B.V. |
$ | (8,845 | ) | $ | 1,402 | $ | (12,129 | ) | $ | 5,427 | ||||||
|
|
|
|
|
|
|
|
See Notes to Condensed Consolidated Financial Statements
4
GRANITE HOLDINGS II B.V.
CONDENSED CONSOLIDATED BALANCE SHEETS
In thousands of US Dollars ($)
(Unaudited)
September 30, 2022 | December 31, 2021 | |||||||
ASSETS |
||||||||
CURRENT ASSETS: |
||||||||
Cash and cash equivalents |
$ | 114,631 | $ | 144,268 | ||||
Trade receivables, less allowance for doubtful accounts of $20,158 and $24,811 |
623,445 | 608,318 | ||||||
Inventories, net |
238,274 | 235,495 | ||||||
Prepaid expenses |
49,045 | 49,675 | ||||||
Other current assets |
74,462 | 73,042 | ||||||
|
|
|
|
|||||
Total current assets |
1,099,857 | 1,110,798 | ||||||
Property, plant and equipment, net |
224,399 | 253,466 | ||||||
Goodwill |
779,049 | 784,031 | ||||||
Intangible assets, net |
700,593 | 735,538 | ||||||
Deferred income taxes |
184 | 1,497 | ||||||
Lease asset - right of use |
63,119 | 79,452 | ||||||
Non-current derivative asset |
43,708 | | ||||||
Other non-current assets |
45,684 | 48,167 | ||||||
|
|
|
|
|||||
Total assets |
$ | 2,956,593 | $ | 3,012,949 | ||||
|
|
|
|
|||||
LIABILITIES AND EQUITY |
||||||||
CURRENT LIABILITIES: |
||||||||
Accounts payable |
$ | 358,741 | $ | 372,930 | ||||
Customer advances and billings in excess of costs incurred |
274,872 | 243,624 | ||||||
Current portion of long-term debt |
13,088 | 13,357 | ||||||
Accrued liabilities |
225,620 | 216,072 | ||||||
|
|
|
|
|||||
Total current liabilities |
872,321 | 845,983 | ||||||
Deferred tax liabilities |
113,529 | 118,123 | ||||||
Long-term debt, less current portion |
1,439,066 | 1,438,533 | ||||||
Non-current derivative liability |
| 37,976 | ||||||
Non-current lease liability |
51,507 | 65,467 | ||||||
Other non-current liabilities |
27,851 | 31,576 | ||||||
|
|
|
|
|||||
Total liabilities |
2,504,274 | 2,537,658 | ||||||
Equity: |
||||||||
Additional paid-in capital |
554,120 | 552,678 | ||||||
Accumulated deficit |
(90,533 | ) | (136,880 | ) | ||||
Accumulated other comprehensive (loss) income |
(42,658 | ) | 15,375 | |||||
|
|
|
|
|||||
Total Granite Holdings II B.V. equity |
420,929 | 431,173 | ||||||
Non-controlling interest |
31,390 | 44,118 | ||||||
|
|
|
|
|||||
Total equity |
452,319 | 475,291 | ||||||
|
|
|
|
|||||
Total liabilities and equity |
$ | 2,956,593 | $ | 3,012,949 | ||||
|
|
|
|
See Notes to Condensed Consolidated Financial Statements
5
GRANITE HOLDINGS II B.V.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
In thousands of US Dollars ($)
(Unaudited)
Accumulated Deficit |
Additional Paid-In Capital |
Accumulated Other Comprehensive Income (Loss) |
Non-controlling Interest |
Total | ||||||||||||||||
Balance at December 31, 2021 |
$ | (136,880 | ) | $ | 552,678 | $ | 15,375 | $ | 44,118 | $ | 475,291 | |||||||||
Net income |
3,746 | | | 2,445 | 6,191 | |||||||||||||||
Distributions from joint ventures |
443 | | | | 443 | |||||||||||||||
Share based compensation |
| 418 | | | 418 | |||||||||||||||
Other comprehensive income, net of tax of $0 |
| | 3,719 | 195 | 3,914 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at April 1, 2022 |
$ | (132,691 | ) | $ | 553,096 | $ | 19,094 | $ | 46,758 | $ | 486,257 | |||||||||
Net income |
20,371 | | | 2,677 | 23,048 | |||||||||||||||
Share based compensation |
| 605 | | | 605 | |||||||||||||||
Other comprehensive loss, net of tax of $0 |
| | (31,120 | ) | (2,036 | ) | (33,156 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at July 1, 2022 |
$ | (112,320 | ) | $ | 553,701 | $ | (12,026 | ) | $ | 47,399 | $ | 476,754 | ||||||||
Net income |
21,787 | | | 2,765 | 24,552 | |||||||||||||||
Distributions to non-controlling owners |
| | | (16,716 | ) | (16,716 | ) | |||||||||||||
Share based compensation |
| 419 | | | 419 | |||||||||||||||
Other comprehensive loss, net of tax of $0 |
| | (30,632 | ) | (2,058 | ) | (32,690 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at September 30, 2022 |
$ | (90,533 | ) | $ | 554,120 | $ | (42,658 | ) | $ | 31,390 | $ | 452,319 | ||||||||
|
|
|
|
|
|
|
|
|
|
Accumulated Deficit |
Additional Paid-In Capital |
Accumulated Other Comprehensive Income |
Non-controlling Interest |
Total | ||||||||||||||||
Balance at December 31, 2020 |
$ | (162,353 | ) | $ | 551,111 | $ | 33,708 | $ | 35,415 | $ | 457,881 | |||||||||
Net income |
27,536 | | | 2,131 | 29,667 | |||||||||||||||
Share based compensation |
| 483 | | | 483 | |||||||||||||||
Other comprehensive loss, net of tax of $0 |
| | (8,666 | ) | (186 | ) | (8,852 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as at April 2, 2021 |
$ | (134,817 | ) | $ | 551,594 | $ | 25,042 | $ | 37,360 | $ | 479,179 | |||||||||
Net (loss) income |
(19,231 | ) | | | 1,804 | (17,427 | ) | |||||||||||||
Distributions to non-controlling interests |
| | | (980 | ) | (980 | ) | |||||||||||||
Share based compensation |
| 483 | | | 483 | |||||||||||||||
Other comprehensive income, net of tax of $0 |
| | 4,386 | 398 | 4,784 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as at July 2, 2021 |
$ | (154,048 | ) | $ | 552,077 | $ | 29,428 | $ | 38,582 | $ | 466,039 | |||||||||
Net income |
8,913 | | | 2,793 | 11,706 | |||||||||||||||
Share based compensation |
| 483 | | | 483 | |||||||||||||||
Other comprehensive (loss) income, net of tax of $0 |
| | (7,511 | ) | 295 | (7,216 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at October 1, 2021 |
$ | (145,135 | ) | $ | 552,560 | $ | 21,917 | $ | 41,670 | $ | 471,012 | |||||||||
|
|
|
|
|
|
|
|
|
|
See Notes to Condensed Consolidated Financial Statements
6
GRANITE HOLDINGS II B.V.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
In thousands of US Dollars ($)
(Unaudited)
Nine months ended | ||||||||
September 30, 2022 |
October 1, 2021 |
|||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 53,791 | $ | 23,946 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation and amortization |
53,304 | 58,023 | ||||||
Unrealized gain on derivatives |
(82,298 | ) | (21,408 | ) | ||||
Amortization of capitalized debt issuance costs |
8,502 | 7,776 | ||||||
Deferred income tax |
(4,213 | ) | (40,187 | ) | ||||
Loss on sale of property, plant and equipment |
(129 | ) | (1,982 | ) | ||||
Changes in operating assets and liabilities: |
||||||||
Trade receivables, net |
(83,188 | ) | (11,166 | ) | ||||
Inventories, net |
(21,699 | ) | (40,913 | ) | ||||
Accounts payable |
19,616 | 24,051 | ||||||
Customer advances and billings in excess of costs incurred |
60,947 | 67,048 | ||||||
Other receivables |
(9,842 | ) | (50,872 | ) | ||||
Changes in other operating assets and liabilities |
38,694 | 21,691 | ||||||
|
|
|
|
|||||
Net cash provided by operating activities |
33,485 | 36,007 | ||||||
|
|
|
|
|||||
Cash flows from investing activities: |
||||||||
Purchases of property, plant and equipment |
(17,574 | ) | (19,561 | ) | ||||
Proceeds from sale of property, plant and equipment |
580 | 2,826 | ||||||
Acquisitions, net of cash received |
(2,626 | ) | (59,616 | ) | ||||
|
|
|
|
|||||
Net cash used in investing activities |
(19,620 | ) | (76,351 | ) | ||||
|
|
|
|
|||||
Cash flows from financing activities: |
||||||||
Proceeds from short term borrowing |
259 | 92 | ||||||
Repayment of short term borrowings |
(725 | ) | (5,892 | ) | ||||
Proceeds from long term borrowing |
150,000 | 203,945 | ||||||
Repayment of long term borrowings |
(157,464 | ) | (119,077 | ) | ||||
Distributions to non-controlling interests |
(16,716 | ) | (3,759 | ) | ||||
Net cash (used in) provided by financing activities |
(24,646 | ) | 75,309 | |||||
|
|
|
|
|||||
Effect of foreign exchange rates on cash and cash equivalents |
(18,856 | ) | (564 | ) | ||||
(Decrease) increase in cash and cash equivalents |
(29,637 | ) | 34,401 | |||||
Cash and cash equivalents, beginning of period |
144,268 | 104,503 | ||||||
|
|
|
|
|||||
Cash and cash equivalents, end of period |
$ | 114,631 | $ | 138,904 | ||||
|
|
|
|
See Notes to Condensed Consolidated Financial Statements
7
GRANITE HOLDINGS II B.V.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
In thousands of US Dollars ($)
(Unaudited)
1. Organization and Nature of Operations
Granite Holdings II B.V. (GHBV or the Company) is a leading diversified industrial organization which designs, engineers, manufactures, installs and services air and gas handling equipment, including compressors, fans, heat exchangers and steam turbines, for the energy & renewables, industrial, infrastructure, mine safety and power end-markets. Our products are typically custom designed, highly engineered, mission critical components, equipment and software, for use in harsh environment applications such as metal processing plants, wastewater treatment facilities, refineries, power plants and hard rock mines. The Companys products are marketed to customers under the Howden brand name.
GHBV was formed to effect the acquisition of the Air and Gas Handling Business (Howden) of Colfax Corporation (the Granite Acquisition). The Granite Acquisition closed on September 30, 2019, the acquisition date. GHBV is owned and controlled by KPS Capital Partners (KPS), a private equity firm.
2. Basis of Presentation
The accompanying interim unaudited condensed consolidated financial statements of Granite Holdings II B.V. and its subsidiaries (the Company) were prepared in accordance with generally accepted accounting principles in the United States of America (GAAP). These should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2021. The unaudited condensed consolidated financial statements for interim periods do not include all disclosures required by GAAP for annual financial statements and are not necessarily indicative of results for the full year or any subsequent period. Adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of the unaudited condensed consolidated financial position, results of operations and cash flows at the dates and for the periods presented have been included. All intercompany transactions and balances have been eliminated in consolidation.
The Company has a calendar year-end; however, its fiscal quarters follow a 13-week convention, with each quarter ending on a Friday. The third quarters for 2022 and 2021 ended on September 30, 2022, and October 1, 2021, respectively.
3. Recently Issued Accounting Pronouncements
New Accounting Guidance Implemented
Standards Pending Adoption |
Description |
Effective/Adoption | ||
ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance |
The ASU issues guidance on the required annual disclosures for transactions from a government, which is accounted for by analogizing to a grant or contribution model. For the Company these disclosures will initially be required for the Companys financial statements for the year ended December 31, 2022. The Company is in the process of assessing the impact of this ASU on annual disclosures. | Year ended December 31, 2022 |
8
GRANITE HOLDINGS II B.V.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
In thousands of US Dollars ($)
(Unaudited)
4. Acquisitions
Balcke-Dürr Rothemühle GmbH
On January 29, 2021, the Company acquired 100% ownership of Balcke-Dürr Rothemühle GmbH (Rothemühle), a leading global provider of air preheaters, gas-gas-heaters and related heat recovery equipment, for a net purchase price of $10.0 million cash (total consideration of $13.8 million, net of $3.8 million acquired cash). The acquisition expands the Companys capabilities in delivering environmental and energy technology solutions.
The acquisition of Rothemühle was accounted for as a business combination. We have assessed the identification and measurement of the assets acquired and liabilities assumed based on their fair values as of the close of the acquisition. Total assets of $14.0 million were acquired, including $9.7 million of identifiable intangible assets. Total liabilities of $8.9 million were assumed, generating net assets assumed of $5.1 million and goodwill of $4.9 million. The goodwill recognized is not expected to be deductible for tax purposes. The purchase price allocation and all required purchase accounting adjustments were finalized in the first quarter of 2022.
Peter Brotherhood Limited
On March 11, 2021, the Company acquired 100% ownership of Peter Brotherhood Limited, a global leader in the design, manufacture, and service of steam turbines and turbine generator sets, for a net purchase price of $41.2 million (total consideration of $43.4 million, net of $2.2 million of acquired cash). The acquisition further expands Howdens technologies and capabilities in delivering environmental and energy technology solutions to its customers. Specifically, this acquisition expands Howdens steam turbine product range to include larger scale, multi-stage technology offerings. Steam turbines recover energy from waste heat, improve efficiency for customers and reduce customers carbon footprint, and this acquisition is aligned with our vision of advancing a more sustainable world.
The acquisition of Peter Brotherhood Limited was accounted for as a business combination. We have assessed the identification and measurement of the assets acquired and liabilities assumed based on their fair values as of the close of the acquisition. Total assets of $32.3 million were acquired, including $14.6 million of identifiable intangible assets and $10.8 million of Property, Plant and Equipment. Total liabilities of $20.1 million were assumed, generating net assets acquired of $12.2 million and resulting goodwill of $29.0 million. The goodwill is not expected to be deductible for tax purposes. The purchase price allocation and all required purchase accounting adjustments were finalized in the first quarter of 2022.
Maintenance Partners N.V.
On April 30, 2021, the Company acquired 100% ownership of Maintenance Partners NV, an independent provider of aftermarket services focused on the maintenance, repair and overhaul of industrial compressors, blowers, and steam turbines, for a net purchase price of $11.1 million and total consideration of $21.3 million, which included acquired debt of $10.2 million. Total purchase price also included initial cash consideration of $6.1 million, deferred consideration of $2.6 million and an earn-out provision of $2.4 million, both payable in the future subject to certain criteria within the purchase agreement being met. The acquisition further develops the Companys ability to provide customers with a full range of aftermarket services close to their operations, and adds to the Companys digital maintenance solutions.
The acquisition of Maintenance Partners NV was accounted for as a business combination. We have assessed the identification and measurement of the assets acquired and liabilities assumed based on their fair values as of the close of the acquisition. Total assets of $33.4 million have been recorded, including $11.9 million of trade receivables. Total liabilities of $22.1 million were recorded, resulting in net assets acquired of $11.3 million and $10.0 million of goodwill. The goodwill is not expected to be deductible for tax purposes. The purchase price allocation and all required purchase accounting adjustments were finalized in the second quarter of 2022.
9
GRANITE HOLDINGS II B.V.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
In thousands of US Dollars ($)
(Unaudited)
The Spencer Turbine Company
On October 4, 2021, the Company acquired the business (including substantially all the assets and liabilities) of Spencer Turbine, an independent manufacturer of industrial blowers, vacuum systems and gas pressure boosters for a net purchase price of $32.7 million. The acquisition further expands Howdens presence in growing markets, particularly wastewater, with a complementary product portfolio.
The acquisition of the Spencer Turbine Company was accounted for as a business combination. We are currently assessing the identification and measurement of the assets acquired and liabilities assumed based on their fair values as of the close of the acquisition. Preliminary, $35.6 million of total assets have been recorded, including $12.2 million of identifiable intangible asset. Total liabilities of $13.0 million were recorded, resulting in net assets acquired of $22.6 million and $10.1 million of goodwill. The goodwill is expected to be deductible for tax purposes.
An agreement for the acquisition of 100% of the shares of Spencer Turbine Beijing for $1.5 million was also signed on October 4, 2021, with completion delayed subject to regulatory approval, this approval was granted and the acquisition completed on January 31, 2022. This resulted in a net purchase price of $1.0 million (total consideration of $1.5 million, net of $0.5 million of acquired cash).
The final purchase price allocation which is expected to be completed in the fourth quarter of 2022, will be based on final appraisals and other analysis of fair values of acquired assets and liabilities. The Company does not expect that differences between the preliminary and final purchase price allocations will have a material impact on its results of operations or financial position.
Compressor Products International
On December 21, 2021, the Company completed the acquisition of 100% of the voting interest in Compressor Products International (CPI) from Enpro Industries. CPI are a leading provider of aftermarket components and services to the global reciprocating compressor market. They have a diverse, global blue-chip customer base, manufacturing precision-engineered customer aftermarket products.
The acquisition is well aligned with our focus of expanding Howdens global aftermarket offerings and presence. By leveraging CPIs strategically located service centers, we will expand our aftermarket services and coverage across North America and Europe to better serve our customers and offer expanded services for Howden and non-Howden compressors. CPIs valves and aftermarket products are complementary and strategically important additions to our existing aftermarket compressor technology portfolio. It also reinforces Howdens role in supporting the ongoing energy transition towards renewable sources of energy, using CPIs reciprocating compressor technology to support customers through their energy transition.
10
GRANITE HOLDINGS II B.V.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
In thousands of US Dollars ($)
(Unaudited)
The net cash consideration was approximately $191.7 million, (total purchase price of $195.2 million, net of $3.5 million of acquired cash) resulting in goodwill of approximately $67.1 million. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the acquisition date.
December 21, 2021 | ||||
Consideration |
$ | 195,188 | ||
Cash acquired |
(3,536 | ) | ||
|
|
|||
Net purchase price |
$ | 191,652 | ||
|
|
|||
Assets acquired: |
||||
Trade receivables |
$ | 18,322 | ||
Net inventories |
15,664 | |||
Property, plant and equipment |
20,361 | |||
Right of use asset |
12,153 | |||
Identifiable intangible assets |
96,085 | |||
Other assets |
12,058 | |||
|
|
|||
Total assets acquired |
174,643 | |||
Liabilities assumed: |
||||
Accruals |
(5,827 | ) | ||
Operating lease liability |
(12,153 | ) | ||
Deferred tax liability |
(15,515 | ) | ||
Payables |
(12,621 | ) | ||
Other liabilities |
(3,945 | ) | ||
|
|
|||
Total liabilities assumed |
(50,061 | ) | ||
|
|
|||
Net assets acquired |
124,582 | |||
|
|
|||
Goodwill |
67,070 | |||
|
|
|||
Fair value of total consideration transferred |
$ | 191,652 | ||
|
|
The preliminary purchase price allocation included $96.1 million of identifiable intangible assets, certain of which are definite-lived intangibles amortized over the estimated useful life in proportion to the economic benefits consumed. The determination of the useful lives is based upon various industry studies, historical acquisition experience, economic factors, and future cash flows of the combined company. In addition, the Company reviewed certain technological trends and also considered the relative stability and retention rates in the historical Howden customer base.
The following details the total intangible assets identified as of December 21, 2021:
As of December 31, 2021 |
Weighted-Average Amortization Period (in years) |
|||||||
Customer lists |
$ | 70,625 | 20 | |||||
Trade names |
14,305 | Indefinite | ||||||
Backlog |
1,485 | 1 | ||||||
Developed technology |
9,670 | 10 | ||||||
|
|
|||||||
Identifiable intangible assets |
$ | 96,085 | ||||||
|
|
11
GRANITE HOLDINGS II B.V.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
In thousands of US Dollars ($)
(Unaudited)
The fair values of inventory were determined on the market and cost approaches, property, plant and equipment on primarily the cost approach, identifiable intangible assets on the income approach (customer relationships and backlog using the multi-period excess earnings method and trade names and developed technology using relief-from-royalty method). The Company utilized a third-party valuation firm to assist in the determination of fair value of customer relationships and trade name. The Company has determined that non-recurring fair value measurements related to certain assets acquired rely primarily on company-specific inputs and the Companys assumptions about the use of the assets, as observable inputs, which are not available, and as such, reside within Level 3 as provided for under ASC 820.
The final purchase price allocation which is expected to be completed in the fourth quarter of 2022, will be based on final appraisals and other analysis of fair values of acquired assets and liabilities. The Company does not expect that differences between the preliminary and final purchase price allocation will have a material impact on its results of operations or financial position.
12
GRANITE HOLDINGS II B.V.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
In thousands of US Dollars ($)
(Unaudited)
The following tables disaggregate the Companys revenue by vertical market, major product, geography. Revenue is shown as third party as management believes this to be the most appropriate representation of the Companys activity:
Three months ended September 30, 2022 | Three months ended October 1, 2021 | |||||||||||||||||||||||
GPG | Regional Sales |
Total | GPG | Regional Sales |
Total | |||||||||||||||||||
Revenue by vertical markets: |
||||||||||||||||||||||||
Energy and renewables |
$ | 30,699 | $ | 55,071 | $ | 85,770 | $ | 25,959 | $ | 63,294 | $ | 89,253 | ||||||||||||
Mining safety |
| 38,728 | 38,728 | | 34,170 | 34,170 | ||||||||||||||||||
Industrial solutions |
18,474 | 167,466 | 185,940 | 13,497 | 149,245 | 162,742 | ||||||||||||||||||
Infrastructure solutions |
5,473 | 29,948 | 35,421 | 4,084 | 32,852 | 36,936 | ||||||||||||||||||
Coal power |
| 88,096 | 88,096 | 38 | 69,449 | 69,487 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 54,646 | $ | 379,309 | $ | 433,955 | $ | 43,578 | $ | 349,010 | $ | 392,588 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Revenue by product: |
||||||||||||||||||||||||
Fans |
$ | 1,420 | $ | 146,368 | $ | 147,788 | $ | 359 | $ | 142,030 | $ | 142,389 | ||||||||||||
Heaters |
| 72,287 | 72,287 | | 68,695 | 68,695 | ||||||||||||||||||
Compressors |
41,173 | 90,698 | 131,871 | 32,410 | 67,709 | 100,119 | ||||||||||||||||||
Steam turbines |
11,752 | 14,184 | 25,936 | 10,590 | 13,318 | 23,908 | ||||||||||||||||||
Other |
301 | 55,772 | 56,073 | 219 | 57,258 | 57,477 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 54,646 | $ | 379,309 | $ | 433,955 | $ | 43,578 | $ | 349,010 | $ | 392,588 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Revenue by geography: |
||||||||||||||||||||||||
Europe, Middle East, India, and North Africa |
$ | 32,291 | $ | 89,921 | $ | 122,212 | $ | 31,558 | $ | 85,785 | $ | 117,343 | ||||||||||||
China |
1,349 | 114,052 | 115,401 | 4,000 | 115,241 | 119,241 | ||||||||||||||||||
North America |
1,465 | 98,352 | 99,817 | 569 | 65,082 | 65,651 | ||||||||||||||||||
Asia Pacific (excluding China) |
15,436 | 34,806 | 50,242 | 5,632 | 42,437 | 48,069 | ||||||||||||||||||
Other |
4,105 | 42,178 | 46,283 | 1,819 | 40,465 | 42,284 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 54,646 | $ | 379,309 | $ | 433,955 | $ | 43,578 | $ | 349,010 | $ | 392,588 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
13
GRANITE HOLDINGS II B.V.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
In thousands of US Dollars ($)
(Unaudited)
Nine months ended September 30, 2022 | Nine months ended October 1, 2021 | |||||||||||||||||||||||
GPG | Regional Sales |
Total | GPG | Regional Sales |
Total | |||||||||||||||||||
Revenue by vertical markets: |
||||||||||||||||||||||||
Energy and renewables |
$ | 91,267 | $ | 168,358 | $ | 259,625 | $ | 71,469 | $ | 163,574 | $ | 235,043 | ||||||||||||
Mining safety |
| 115,245 | 115,245 | | 91,167 | 91,167 | ||||||||||||||||||
Industrial solutions |
53,055 | 477,286 | 530,341 | 46,337 | 409,102 | 455,439 | ||||||||||||||||||
Infrastructure solutions |
15,513 | 98,723 | 114,236 | 9,138 | 76,164 | 85,302 | ||||||||||||||||||
Coal power |
| 275,872 | 275,872 | 43 | 240,519 | 240,562 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 159,835 | $ | 1,135,484 | $ | 1,295,319 | $ | 126,987 | $ | 980,526 | $ | 1,107,513 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Revenue by product: |
||||||||||||||||||||||||
Fans |
$ | 4,325 | $ | 455,495 | $ | 459,820 | $ | 2,950 | $ | 403,979 | $ | 406,929 | ||||||||||||
Heaters |
| 209,990 | 209,990 | | 196,895 | 196,895 | ||||||||||||||||||
Compressors |
119,949 | 267,584 | 387,533 | 94,139 | 195,074 | 289,213 | ||||||||||||||||||
Steam turbines |
34,641 | 37,378 | 72,019 | 27,172 | 30,903 | 58,075 | ||||||||||||||||||
Other |
920 | 165,037 | 165,957 | 2,726 | 153,675 | 156,401 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 159,835 | $ | 1,135,484 | $ | 1,295,319 | $ | 126,987 | $ | 980,526 | $ | 1,107,513 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Revenue by geography: |
||||||||||||||||||||||||
Europe, Middle East, India, and North Africa |
$ | 102,411 | $ | 260,175 | $ | 362,586 | $ | 91,777 | $ | 221,488 | $ | 313,265 | ||||||||||||
China |
7,705 | 331,986 | 339,691 | 17,239 | 318,350 | 335,589 | ||||||||||||||||||
North America |
3,673 | 297,657 | 301,330 | 2,186 | 210,714 | 212,900 | ||||||||||||||||||
Asia Pacific (excluding China) |
37,173 | 117,140 | 154,313 | 11,719 | 119,557 | 131,276 | ||||||||||||||||||
Other |
8,873 | 128,526 | 137,399 | 4,066 | 110,417 | 114,483 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 159,835 | $ | 1,135,484 | $ | 1,295,319 | $ | 126,987 | $ | 980,526 | $ | 1,107,513 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Revenue recognized over time using an input method based on costs incurred relative to total estimated costs for the three and nine months ended September 30, 2022, was $224.8 million and $757.2 million, respectively. For the three and nine months ended October 1, 2021, revenue recognized over time using an input method based on costs incurred relative to total estimated costs was $263.5 million and $733.5 million, respectively.
In certain contracts, the Company is engaged to engineer and build highly-customized, large-scale products and systems where revenue is recognized over time, based on progress to date. As of September 30, 2022, the Company had $1.3 billion of remaining performance obligations, which is also referred to as total backlog. Of that total backlog, the Company expects to recognize approximately 34% as revenue in 2022 and an additional 66% thereafter.
In some circumstances for both over time and point in time contracts, customers are billed in advance of revenue recognition, resulting in contract liabilities. As of September 30, 2022, December 31, 2021 and December 31, 2020, total contract liabilities were $274.9 million, $243.6 million and $174.9 million, respectively. During the three and nine months ended September 30, 2022, revenue recognized that was included in the contract liability balance at the beginning of the year was $20.0 million and $164.5 million, respectively. Of this total 63% was related to long-term contracts which have met the criteria for over time recognition in the nine months ended September 30, 2022. During the three and nine months ended October 1, 2021, revenue recognized that was included in the contract liability balance at the beginning of the year was $5.8 million and $142.5 million, respectively. Of this total 81% was related to long-term contracts which have met the criteria for over time recognition in the nine months ended October 1, 2021.
14
GRANITE HOLDINGS II B.V.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
In thousands of US Dollars ($)
(Unaudited)
Trade Receivables and Allowance for Credit Losses
Trade accounts receivable consist of amounts owed for products shipped to or services performed for customers. Reviews of customers creditworthiness are performed prior to order acceptance or order shipment. Trade accounts receivable are recorded net of an allowance for expected credit losses. The Company records an allowance for credit losses using an expected credit loss model. The Company estimates expected credit losses based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. When measuring expected credit losses, the Company pools assets with similar country risk and credit risk characteristics. Each period the allowance for credit losses is adjusted through earnings to reflect expected credit losses over the remaining lives of the assets.
A progression of activity in the allowance for credit losses is presented in the following table:
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, 2022 | October 1, 2021 | September 30, 2022 | October 1, 2021 | |||||||||||||
Balance at beginning of the period |
$ | 21,824 | $ | 27,244 | $ | 24,811 | $ | 28,744 | ||||||||
Change in provision |
55 | (836 | ) | (65 | ) | (2,090 | ) | |||||||||
Write-offs, net of recoveries |
(775 | ) | (43 | ) | (2,643 | ) | (128 | ) | ||||||||
Foreign currency translation and other |
(946 | ) | (531 | ) | (1,945 | ) | (692 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance at end of the period |
$ | 20,158 | $ | 25,834 | $ | 20,158 | $ | 25,834 | ||||||||
|
|
|
|
|
|
|
|
The following table provides the major categories of trade receivables as of September 30, 2022 and December 31, 2021 presented in the Condensed Consolidated Balance Sheets.
September 30, 2022 | December 31, 2021 | |||||||
Accounts receivable, net |
$ | 429,837 | $ | 425,148 | ||||
Contract assets |
193,608 | 183,170 | ||||||
|
|
|
|
|||||
Total trade receivables |
$ | 623,445 | $ | 608,318 | ||||
|
|
|
|
Contract assets represent the Companys enforceable right to payment for performance completed to date for assets produced by the Company with no alternative use for which an invoice has not yet been issued. Contract assets are presented net of progress billings and related advances from customers.
15
GRANITE HOLDINGS II B.V.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
In thousands of US Dollars ($)
(Unaudited)
6. Income Taxes
During the three months ended September 30, 2022, income before income taxes was $41.8 million, and the provision for income taxes was a charge of $17.2 million. The effective tax rate was 41.2% for the three months ended September 30, 2022. During the three months ended October 1, 2021, income before income taxes was $22.8 million, whilst the provision for income taxes was a charge of $11.1 million. The effective tax rate was 48.7% for the three months ended October 1, 2021.
During the nine months ended September 20, 2022, income before income taxes was $92.9 million and the provision for income taxes was a charge of $39.1 million. The effective tax rate was 42.1% for the nine months ended September 30, 2022. During the nine months ended October 1, 2021, income before income taxes was $50.9 million. Whilst the provision for income taxes was a charge of $26.9 million. The effective tax rate was 52.9% for the nine months ended October 1, 2021.
The effective tax rate for the period differs from the 2022 Dutch statutory rate of 25.8% due to both the jurisdictions in which the Group operates and discrete items in the period, the largest being the withholding tax incurred on the repatriation of earnings from China and associated movement in the temporary difference relating to the outside basis difference relating to the unremitted earnings. In line with previous periods, other tax adjustments remain, such as the impact of the unwind of deferred tax liabilities relating to central intangibles assets on the annualized effective tax rate, extensive interest deductibility restrictions, along with higher tax rates in countries where Howden has significant profitable activities.
The Companys tax filings are subject to examination by U.S. federal, state and international tax authorities. The timing and outcome of the final resolutions of the ongoing income tax examinations are uncertain. It is not therefore reasonably possible to estimate the increase or decrease in uncertain tax positions within the next twelve months.
Tax examinations remain in process in the Czech Republic, Chile, Denmark, France, the Netherlands, India, Mexico and Spain, in addition to the state of Ohio in the United States. As at December 31, 2021, all tax examinations related to periods where the group was owned by Colfax Corporation for all or most of the period in question. On April 5, 2022 the separation of ESAB Corporation and Enovis Corporation (previously known as Colfax Corporation) was completed. As part of the separation, ESAB Corporation retained responsibility for income tax liabilities relating to Colfax Corporations period of ownership of Howden. Howden continues to work with ESAB Corporation to conclude these tax examinations.
The Companys income tax filings are subject to audit by various taxing authorities. Periods for the Company open to examination in the jurisdictions in which the Company operates include tax years ended December 31, 2021, 2020, 2019, 2018, 2017, 2016, 2015, 2014, 2000 and 1999. The timing and outcome of the final resolutions of the ongoing income tax examinations are uncertain. In the normal course of business, the Company provides for uncertain tax positions and the related interest and adjusts its unrecognized tax benefits and accrued interest accordingly. As of September 30, 2022 and December 31, 2021, recorded unrecognized tax benefits were $7.8 million and $4.9 million, respectively, and are included in accrued liabilities on the condensed consolidated balance sheets. As of September 30, 2022, these unrecognized tax benefits relate to China, Denmark and the Netherlands.
16
GRANITE HOLDINGS II B.V.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
In thousands of US Dollars ($)
(Unaudited)
7. Goodwill and Intangible Assets
Goodwill represents the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired. The following table summarizes the activity in Goodwill during the period ended September 30, 2022:
GPG | Regional Sales | Total | ||||||||||
Beginning balance as at December 31, 2021 |
$ | 158,471 | $ | 625,560 | $ | 784,031 | ||||||
Goodwill attributable to acquisitions (1) |
1,287 | 947 | 2,234 | |||||||||
Impact of foreign currency translation |
(4,988 | ) | (2,228 | ) | (7,216 | ) | ||||||
|
|
|
|
|
|
|||||||
Balance as at September 30, 2022 |
$ | 154,770 | $ | 624,279 | $ | 779,049 | ||||||
|
|
|
|
|
|
(1) | Includes purchase accounting adjustments associated with acquisitions per Note 4 Acquisitions |
The following table summarizes the Companys Intangible assets, excluding Goodwill:
Useful Lives (in years) |
September 30, 2022 | December 31, 2021 | ||||||||||||||||||
Gross Carrying Amount |
Accumulated Amortization |
Gross Carrying Amount |
Accumulated Amortization |
|||||||||||||||||
Indefinite-Lived Intangible Assets |
||||||||||||||||||||
Trade names |
Indefinite | $ | 223,368 | $ | | $ | 225,089 | $ | | |||||||||||
Definite-Lived Intangible Assets |
||||||||||||||||||||
Acquired customer relationships |
10-20 | 395,772 | (51,171 | ) | 396,855 | (35,492 | ) | |||||||||||||
Acquired backlog |
1-6 | 126,227 | (124,725 | ) | 126,168 | (123,081 | ) | |||||||||||||
Acquired technology |
10-16 | 127,573 | (28,555 | ) | 128,377 | (20,870 | ) | |||||||||||||
Software |
3-10 | 52,176 | (20,072 | ) | 59,613 | (21,121 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
$ | 925,116 | $ | (224,523 | ) | $ | 936,102 | $ | (200,564 | ) | |||||||||||
|
|
|
|
|
|
|
|
Amortization expense related to intangible assets was included in the Condensed Consolidated Statements of Operation as follows:
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, 2022 |
October 1, 2021 |
September 30, 2022 |
October 1, 2021 |
|||||||||||||
Selling, general and administrative |
$ | 10,047 | $ | 11,718 | $ | 30,450 | $ | 33,119 |
As of September 30, 2022 total amortization expense for intangible assets is expected to be $37.1 million, $34.7 million, $34.4 million, $34.0 million and $33.7 million for the years ending December 31, 2022, 2023, 2024, 2025 and 2026 respectively.
17
GRANITE HOLDINGS II B.V.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
In thousands of US Dollars ($)
(Unaudited)
8. Property, Plant and Equipment, Net
Depreciable Life (In years) |
September 30, 2022 | December 31, 2021 | ||||||||||
Land |
N/A | $ | 23,307 | $ | 25,436 | |||||||
Buildings and improvements |
5-40 | 114,955 | 122,957 | |||||||||
Machinery and equipment |
3-15 | 173,986 | 171,775 | |||||||||
Office equipment |
3-10 | 18,556 | 16,823 | |||||||||
|
|
|
|
|||||||||
330,804 | 336,991 | |||||||||||
Accumulated depreciation |
(106,405 | ) | (83,525 | ) | ||||||||
|
|
|
|
|||||||||
Property, plant and equipment, net |
$ | 224,399 | $ | 253,466 | ||||||||
|
|
|
|
Depreciation expense for the three months and nine months ended September 30, 2022 was $7.4 million and $22.9 million respectively. The depreciation expense for the three months and nine months ended October 1, 2021 was $8.1 million and $24.9 million respectively.
9. Inventories, Net
Inventories, net consisted of the following:
September 30, 2022 | December 31, 2021 | |||||||
Raw materials |
$ | 82,828 | $ | 81,424 | ||||
Work in progress |
108,633 | 102,492 | ||||||
Finished goods |
58,978 | 64,340 | ||||||
|
|
|
|
|||||
250,439 | 248,256 | |||||||
Less: allowance for excess, slow-moving and obsolete inventory |
(12,165 | ) | (12,761 | ) | ||||
|
|
|
|
|||||
Inventories, net |
$ | 238,274 | $ | 235,495 | ||||
|
|
|
|
18
GRANITE HOLDINGS II B.V.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
In thousands of US Dollars ($)
(Unaudited)
10. Components of Accumulated Other Comprehensive (Loss) Income
The following table presents the changes in the balances of each component of accumulated other comprehensive (loss) income including reclassifications out of accumulated other comprehensive (loss) income for the nine months to September 30, 2022 and October 1, 2021. All amounts are net of tax and non-controlling interest.
Accumulated Other Comprehensive Loss (Income) Components |
||||||||||||
Net Unrecognized Pension Benefit Cost |
Foreign Currency Translation Adjustment |
Total | ||||||||||
Balance at December 31, 2021 |
$ | (1,817 | ) | $ | 17,192 | $ | 15,375 | |||||
Other comprehensive loss: |
||||||||||||
Net actuarial gain |
104 | | 104 | |||||||||
Foreign currency translation adjustment |
| (137,128 | ) | (137,128 | ) | |||||||
Gain on long-term intra-entity foreign currency transactions |
| 78,991 | 78,991 | |||||||||
Other comprehensive loss |
104 | (58,137 | ) | (58,033 | ) | |||||||
|
|
|
|
|
|
|||||||
Balance at September 30, 2022 |
$ | (1,713 | ) | $ | (40,945 | ) | $ | (42,658 | ) | |||
|
|
|
|
|
|
Accumulated Other Comprehensive Income Components | ||||||||||||||||
Net Unrecognized Pension Benefit Cost |
Foreign Currency Translation Adjustment |
Unrealized Gain (Loss) On Hedging Activities |
Total | |||||||||||||
Balance at December 31, 2020 |
$ | (1,667 | ) | $ | 36,050 | $ | (675 | ) | $ | 33,708 | ||||||
Other comprehensive income (loss) before reclassifications: |
||||||||||||||||
Foreign currency translation adjustment |
220 | (18,844 | ) | | (18,624 | ) | ||||||||||
Loss on long-term intra-entity foreign currency transactions |
| 6,158 | | 6,158 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net current period other comprehensive income (loss) before reclassifications |
220 | (12,686 | ) | | (12,466 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Amounts reclassified from accumulated other comprehensive income |
| | 675 | 675 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance at October 1, 2021 |
$ | (1,447 | ) | $ | 23,364 | $ | | $ | 21,917 | |||||||
|
|
|
|
|
|
|
|
19
GRANITE HOLDINGS II B.V.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
In thousands of US Dollars ($)
(Unaudited)
11. Leases
The Company leases certain office spaces, warehouses, facilities, vehicles and equipment. Leases with an initial term of twelve months or less are not recorded on the balance sheet. Most leases include renewal options, which can extend the lease term into the future. Certain of the Companys leases include rental payments adjusted for inflation. The operating right-of-use (ROU) lease asset and lease liability are recorded on the Condensed Consolidated Balance Sheets, with the current lease liability being included within accrued liabilities. The finance lease right-of-use asset and liability are recorded on the Condensed Consolidated Balance Sheets included with property, plant and equipment, net, and other non-current liabilities, respectively.
The following tab presents the lease expenses within the Condensed Consolidated Statement of Operations for the three and nine month periods ended September 30, 2022 and October 1, 2021:
Three Months Ended | Nine Months Ended | |||||||||||||||||||
Lease Expense | Statement of Operations location |
September 30, 2022 |
October 1, 2021 |
September 30, 2022 | October 1, 2021 | |||||||||||||||
Finance lease expense |
||||||||||||||||||||
Amortization of ROU assets |
SG&A | $ | 190 | $ | 200 | $ | 610 | $ | 445 | |||||||||||
Interest on lease liabilities |
Interest expense | 101 | 116 | 329 | 257 | |||||||||||||||
Operating lease expense |
SG&A | 3,923 | 3,735 | 13,459 | 10,585 | |||||||||||||||
Short-term lease expense |
SG&A | 605 | 753 | 1,326 | 1,593 | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 4,819 | $ | 4,804 | $ | 15,724 | $ | 12,880 | ||||||||||||
|
|
|
|
|
|
|
|
The variable lease expense for the three and nine month periods ending September 30, 2022 and October 1, 2021, respectively, is immaterial.
Supplemental cash flow information related to the Companys leases for the three and nine month periods ended September 30, 2022 and October 1, 2021:
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, 2022 |
October 1, 2021 |
September 30, 2022 |
October 1, 2021 |
|||||||||||||
Cash paid for amounts included in the measurement of lease liabilities |
||||||||||||||||
Finance - Financing cash flows |
$ | 110 | $ | 114 | $ | 362 | $ | 389 | ||||||||
Finance - Operating cash flows |
101 | 116 | 329 | 257 | ||||||||||||
Operating - Operating cash flows |
$ | 3,816 | $ | 3,709 | $ | 13,037 | $ | 10,467 |
20
GRANITE HOLDINGS II B.V.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
In thousands of US Dollars ($)
(Unaudited)
The following table presents the lease balances within the Condensed Consolidated Balance Sheets, weighted average remaining lease term and weighted average discount rates related to the Companys operating leases:
September 30, 2022 |
December 31, 2021 |
|||||||
Assets: |
||||||||
Operating lease, net |
$ | 63,119 | $ | 79,452 | ||||
Finance lease, net |
6,014 | 7,465 | ||||||
|
|
|
|
|||||
Total lease assets |
$ | 69,133 | $ | 86,917 | ||||
|
|
|
|
|||||
Liabilities: |
||||||||
Current: |
||||||||
Operating lease liabilities |
$ | 10,743 | $ | 13,653 | ||||
Finance lease liabilities |
470 | 495 | ||||||
Non-current: |
||||||||
Operating lease liabilities |
51,507 | 65,467 | ||||||
Finance lease liabilities |
5,857 | 6,970 | ||||||
|
|
|
|
|||||
Total lease liabilities |
$ | 68,577 | $ | 86,585 | ||||
|
|
|
|
|||||
Weighted-average remaining lease terms (in years): |
||||||||
Operating leases |
7.3 | 7.4 | ||||||
Finance leases |
8.5 | 9.2 | ||||||
Weighted-average discount rate: |
||||||||
Operating leases |
5.7 | % | 5.7 | % | ||||
Finance leases |
5.9 | % | 5.9 | % |
The following table presents the maturity of the Companys lease liabilities as of September 30, 2022:
September 30, 2022 | ||||||||
Finance | Operating | |||||||
Future lease payments by year: |
||||||||
2022 | $ | 208 | $ | 3,613 | ||||
2023 | 831 | 13,548 | ||||||
2024 | 831 | 12,229 | ||||||
2025 | 831 | 9,483 | ||||||
2026 | 831 | 7,598 | ||||||
Thereafter | 4,816 | 29,113 | ||||||
|
|
|
|
|||||
Total | $ | 8,348 | $ | 75,584 | ||||
Less: present value discount | (2,021 | ) | (13,334 | ) | ||||
|
|
|
|
|||||
Present value of lease liabilities |
$ | 6,327 | $ | 62,250 | ||||
|
|
|
|
21
GRANITE HOLDINGS II B.V.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
In thousands of US Dollars ($)
(Unaudited)
Long-term debt consisted of the following:
September 30, 2022 | December 31, 2021 | |||||||
Term loans |
$ | 1,195,221 | $ | 1,204,272 | ||||
Senior notes |
300,000 | 300,000 | ||||||
Revolving credit facilities |
2,000 | | ||||||
Other |
3,426 | 4,613 | ||||||
|
|
|
|
|||||
Total debt |
1,500,647 | 1,508,885 | ||||||
Discount on debt and debt issuance costs |
(48,493 | ) | (56,995 | ) | ||||
|
|
|
|
|||||
Net debt |
1,452,154 | 1,451,890 | ||||||
|
|
|
|
|||||
Less: current portion of debt |
(13,088 | ) | (13,357 | ) | ||||
|
|
|
|
|||||
Long-term debt |
$ | 1,439,066 | $ | 1,438,533 | ||||
|
|
|
|
Term Loan
On September 30, 2019, the Company entered into a term loan credit agreement (the Credit Agreement) in conjunction with the Granite Acquisition, providing for a $900.0 million senior secured term loan facility (the Term Loan Facility). The Term Loan Facility matures on September 30, 2026 and carried an interest rate of USD LIBOR, or other applicable benchmark rate for other currencies (LIBOR), plus 5.25%. The USD LIBOR rates (excluding the margin applied) applicable to Term Loan borrowings for the three months ended September 30, 2022 and October 1, 2021 were 2.31% and 0.15%, respectively. The range of LIBOR rates (excluding the margin applied) applicable to Term Loan borrowings for the nine months ended September 30, 2022 and October 1, 2021, were 0.25% to 2.31%, and 0.15% to 0.25%, respectively.
On January 26, 2021, the Company refinanced the Term Loan Facility. The refinancing resulted in the applicable interest rate being reduced from LIBOR plus 5.25% to LIBOR plus 4.00% per annum.
On January 29, 2021, the Company amended the existing Credit Agreement to enable the Company to incur incremental term loans in an aggregate principal amount of $75.0 million, in line with the terms of the Existing Term Loan Facility.
On December 21, 2021, the Company amended the existing Credit Agreement to enable the Company to incur incremental Term Loans in an aggregate principal amount of $250.0 million, in line with the terms of the existing Term Loan. As a result, the aggregate principal amount of Term Loan Facility and the incremental term loans (the Term Loans) is $1,195.2 million as of September 30, 2022.
On September 30, 2019, the Company incurred $62.7 million of debt issuance costs in connection with the Term Loan Facility. In January 2021, the Company incurred a further $0.5 million of debt issuance costs in connection with the refinancing of the Term Loan Facility and $75.0 incremental term loan. In December 2021, the Company incurred a further $2.1 million of debt issuance costs in connection with the refinancing of the term loan. These fees are presented as a direct deduction from the carrying amount of the long-term debt on the Consolidated Balance Sheets. During the three and nine month period ended September 30, 2022, $2.3 million and $7.0 million of debt issuance cost was amortized to interest expense, respectively. During the three and nine month period ended October 1, 2021, $2.1 million and $6.3 million of debt issuance cost was amortized to interest expense, respectively.
Borrowings under the Term Loan Agreement are collateralized by all of the assets of the subsidiary guarantors in the Security Jurisdictions (USA, Germany, England and Wales, Canada, Scotland, Netherlands, Denmark, and Australia). In connection with the Term Loan Agreement, the Company is subject to various financial reporting, financial and other covenants, including maintaining specific liquidity measurements. In addition, there are negative covenants, including certain restrictions on the Companys ability to:
22
GRANITE HOLDINGS II B.V.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
In thousands of US Dollars ($)
(Unaudited)
incur additional indebtedness, create liens, transfer assets, pay dividends, consolidate or merge with other entities, undergo a change in control, or modify its organizational documents. As of September 30, 2022, the Company was in compliance with all financial covenants.
Senior Notes
On September 30, 2019, the Company issued senior unsecured notes with an aggregate principal amount of $300.0 million (the Senior Notes). The Senior Notes are due October 1, 2027 and carry an interest rate of 11%. Unsecured guarantees provided by guarantors in the Security Jurisdictions noted above.
Under the terms of the indenture governing the Senior Notes, Granite US and certain subsidiaries of the Company (the Restricted Subsidiaries) are subject to various financial reporting and other covenants. In addition, the indenture contains certain restrictions on Granite US and the Restricted Subsidiaries ability to: incur additional indebtedness, create liens, transfer assets, pay dividends, engage in certain transactions with affiliates, make certain investments and consolidate or merge with other entities.
On September 30, 2019, the Company incurred $6.8 million of debt issuance costs in connection with the senior unsecured notes. These fees are presented as a direct deduction from the carrying amount of the long-term debt on the Condensed Consolidated Balance Sheets. During the three and nine month period ended September 30, 2022 $0.2 million and $0.5 million of debt issuance cost was amortized to interest expense respectively. During the three and nine month period ended October 1, 2021, $0.2 million and $0.5 million of debt issuance cost was amortized to interest expense respectively.
Revolving Credit Facility
On September 30, 2019, provided by the Credit Agreement, the Company entered into a 5-year secured $150.0 million revolving facility with an interest rate of London Interbank Offered Rate (LIBOR) (or, in the case of loans denominated in Australian dollars, BBR) plus 4%, subject to determination on each adjustment date (the Revolving Credit Facility). Guarantees and all asset security for the obligations of the Borrowers provided by subsidiary guarantors in the Security Jurisdictions noted above.
On November 29, 2021, the Company amended the Credit Agreement to change the reference rate with respect to loans denominated in (i) euros from LIBOR to EURIBOR and (ii) pounds sterling from LIBOR to SONIA plus an adjustment of 0.0326% per annum.
On December 21, 2021, the Company amended the Credit Agreement to enable the Company to draw from the Revolving Credit Facility in an aggregate principal amount of $190.0 million. This has resulted in an increase in the springing Net First Lien Leverage Ratio covenant to 6.65x compared to 5.8725x previously.
On September 30, 2019, the Company incurred $6.8 million of debt issuance costs in connection with the Revolving Credit Facility. These fees are presented as a direct deduction from the carrying amount of the long-term debt on the Consolidated Balance Sheets. During the three and nine month period ended September 30, 2022, $0.3 million and $1.0 million of debt issuance cost was amortized to interest expense, respectively. During the three and nine month period ended October 1, 2021, $0.3 million and $1.0 million of debt issuance cost was amortized to interest expense, respectively.
23
GRANITE HOLDINGS II B.V.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
In thousands of US Dollars ($)
(Unaudited)
Other Indebtedness
The Company is also party to letter of credit facilities with an aggregate capacity of $275.0 million. Total letters of credit of $161.7 million were outstanding as of September 30, 2022. The Company also has local facilities available with $57.8 million total letters of credit outstanding as of September 30, 2022. The Company also has surety bonds available with $21.3 million outstanding as of September 30, 2022. The $3.4 million of other debt relates to a small number of local debt facilities across the Company.
Interest Paid
During the three and nine month period ended September 30, 2022, interest paid was $22.8 million and $74.0 million, respectively. During the three and nine month period ended October 1, 2021, interest paid was $29.8 million and $76.6 million, respectively.
Accrued liabilities in the Condensed Consolidated Balance Sheets consisted of the following:
September 30, 2022 | December 31, 2021 | |||||||
Accrued payroll |
$ | 60,390 | $ | 60,466 | ||||
Warranty liability |
36,976 | 42,098 | ||||||
Accrued taxes |
36,138 | 28,590 | ||||||
Accrued interest |
17,022 | 8,250 | ||||||
Lease liability |
10,745 | 13,653 | ||||||
Indirect taxes |
8,827 | 10,615 | ||||||
Derivative contract liability |
8,564 | 2,924 | ||||||
Liquidated damages |
6,604 | 9,761 | ||||||
Accrued third-party commissions |
4,010 | 4,232 | ||||||
Deferred consideration payable on acquisitions |
2,647 | 1,079 | ||||||
Accrued audit fees |
1,734 | 1,412 | ||||||
Accrued restructuring liability |
1,262 | 1,049 | ||||||
Legal provisions |
1,169 | 2,064 | ||||||
Other |
29,532 | 29,879 | ||||||
|
|
|
|
|||||
Accrued liabilities |
$ | 225,620 | $ | 216,072 | ||||
|
|
|
|
24
GRANITE HOLDINGS II B.V.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
In thousands of US Dollars ($)
(Unaudited)
Accrued Restructuring Liability
The Company periodically implements restructuring programs related to acquisitions, divestitures, and other cost reduction programs in order to enhance the profitability through streamlined operations and an improved overall cost structure. During the three and nine month period to September 30, 2022, the Company incurred $1.0 million and $3.3 million, respectively, attributable to severance and other termination benefits and facility closure costs. During the three and nine month period to October 1, 2021, the Company incurred $1.9 million and $4.6 million, respectively, attributable to severance and other termination benefits and facility closure costs. Included within the restructuring cost for the three and nine month periods ended September 30, 2022, the Company did not incur any non-cash impairment charges. For the three and nine month periods ended October 1, 2021, the Company incurred nil and $0.1 million, respectively, of non-cash impairment charges. Restructuring costs are disclosed on the face of the Statement of Operations. A summary of the activity in the Companys restructuring liability included in accrued liabilities in the Consolidated Balance Sheets is as follows:
Total | ||||
Balance at December 31, 2021 |
$ | 1,049 | ||
Restructuring provisions |
445 | |||
Payments |
(419 | ) | ||
Impact of foreign currency translation |
(26 | ) | ||
|
|
|||
Balance at April 1, 2022 |
$ | 1,049 | ||
Restructuring provisions |
1,906 | |||
Payments |
(1,364 | ) | ||
Impact of foreign currency translation |
(8 | ) | ||
|
|
|||
Balance at July 1, 2022 |
$ | 1,583 | ||
Restructuring provisions |
952 | |||
Payments |
(1,188 | ) | ||
Impact of foreign currency translation |
(85 | ) | ||
|
|
|||
Balance at September 30, 2022 |
$ | 1,262 | ||
|
|
Warranty Costs
Estimated expenses related to product warranties are accrued as the revenue is recognized on products sold to customers and included in cost of sales in the Condensed Consolidated Statements of Operations. Estimates are established using historical information as to the nature, frequency and average costs of warranty claims.
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, 2022 |
October 1, 2021 |
September 30, 2022 |
October 1, 2021 |
|||||||||||||
Warranty liability, beginning of period |
$ | 42,383 | $ | 45,112 | $ | 44,097 | $ | 43,417 | ||||||||
Accrued warranty expense |
2,174 | 2,463 | 6,712 | 7,128 | ||||||||||||
Changes in estimates related to pre-existing warranties |
(412 | ) | (54 | ) | (144 | ) | (8 | ) | ||||||||
Cost of warranty service work performed |
(1,852 | ) | (2,315 | ) | (6,676 | ) | (7,943 | ) | ||||||||
Acquisitions |
| | 264 | 1,834 | ||||||||||||
Foreign exchange translation effect |
(3,933 | ) | (1,075 | ) | (5,893 | ) | (297 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Warranty liability, end of period |
$ | 38,360 | $ | 44,131 | $ | 38,360 | $ | 44,131 | ||||||||
|
|
|
|
|
|
|
|
25
GRANITE HOLDINGS II B.V.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
In thousands of US Dollars ($)
(Unaudited)
14. Financial Instruments and Fair Value Measurements
Concentrations of Risk
The Company regularly maintains deposits in banks which may, at times, exceed amounts covered by insurance provided by the federal insurers. The Company mitigates exposure to credit risk by placing cash and cash equivalents with highly-rated financial institutions. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on its cash and cash equivalents. No individual customer represents more than 3% of total revenues.
Credit risk related to derivatives arises when amounts receivable from a counterparty exceed those payable. Because the notional amount of the derivative instruments only serves as a basis for calculating amounts receivable or payable, the risk of loss with any counterparty is limited to a fraction of the notional amount. The Company minimizes the credit risk related to derivatives by transacting only with multiple, high-quality counterparties that are major financial institutions with investment grade credit ratings. The Company has not experienced any financial loss as a result of counterparty nonperformance in the past. The majority of the derivative contracts to which the Company is a party, settle monthly or quarterly, or mature within one year. Because of these factors, the Company believes it has minimal credit risk related to derivative contracts as of September 30, 2022.
Restricted Cash
The Company considers cash to be restricted when withdrawal or general use is legally restricted. The Company reports restricted cash as other current assets in the Condensed Consolidated Balance Sheets. Restricted cash at September 30, 2022 and December 31, 2021 was $1.7 million and $3.2 million, respectively.
26
GRANITE HOLDINGS II B.V.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
In thousands of US Dollars ($)
(Unaudited)
Fair Value Hierarchy
GHBV utilizes fair value measurement guidance prescribed by accounting standards to value its financial instruments. The guidance establishes a fair value hierarchy based on the inputs used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:
Level One: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.
Level Two: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level Three: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
A financial instruments level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
The carrying values of certain financial instruments, including Trade receivables and Accounts payable, approximate their fair values due to their short-term maturities. The estimated fair values may not represent actual values of the financial instruments that could be realized as of the balance sheet date or that will be realized in the future.
A summary of the Companys assets and liabilities that are measured at fair value on a recurring basis for each fair value hierarchy level for the periods presented is as follows:
September 30, 2022 | ||||||||||||||||
Level One | Level Two | Level Three | Total | |||||||||||||
Assets: |
||||||||||||||||
Foreign currency contracts related to sales - not designated as hedges |
| $ | 709 | | $ | 709 | ||||||||||
Foreign currency contracts related to purchases - not designated as hedges |
| 2,685 | | 2,685 | ||||||||||||
Foreign currency cash management swaps - not designated as hedges |
| 57 | | 57 | ||||||||||||
Interest rate swaps - not designated as hedges |
| 26,059 | | 26,059 | ||||||||||||
Cross currency swaps - not designated as hedges |
17,592 | 17,592 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | | $ | 47,102 | $ | | $ | 47,102 | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities: |
||||||||||||||||
Foreign currency contracts related to sales - not designated as hedges |
| $ | 8,367 | | $ | 8,367 | ||||||||||
Foreign currency contracts related to purchases - not designated as hedges |
| 607 | | 607 | ||||||||||||
Foreign currency cash management swaps - not designated as hedges |
| 23 | | 23 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | | $ | 8,997 | $ | | $ | 8,997 | |||||||||
|
|
|
|
|
|
|
|
27
GRANITE HOLDINGS II B.V.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
In thousands of US Dollars ($)
(Unaudited)
December 31, 2021 | ||||||||||||||||
Level One | Level Two | Level Three | Total | |||||||||||||
Assets: |
||||||||||||||||
Foreign currency contracts related to sales - not designated as hedges |
$ | | $ | 2,853 | $ | | $ | 2,853 | ||||||||
Foreign currency contracts related to purchases - not designated as hedges |
| 512 | | 512 | ||||||||||||
Foreign currency cash management swaps - not designated as hedges |
| 141 | | 141 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | | $ | 3,506 | $ | | $ | 3,506 | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities: |
||||||||||||||||
Foreign currency contracts related to sales - not designated as hedges |
$ | | $ | 1,196 | $ | | $ | 1,196 | ||||||||
Foreign currency contracts related to purchases - not designated as hedges |
| 1,741 | | 1,741 | ||||||||||||
Foreign currency cash management swaps - not designated as hedges |
| 8 | | 8 | ||||||||||||
Cross currency swaps - not designated as hedges |
| 31,047 | | 31,047 | ||||||||||||
Interest rate swaps - not designated as hedges |
| 6,921 | | 6,921 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | | $ | 40,913 | $ | | $ | 40,913 | |||||||||
|
|
|
|
|
|
|
|
There were no transfers in or out of Level One, Two or Three during the three and nine months ended September 30, 2022 and the year ended December 31, 2021.
Derivatives
The Company periodically enters into foreign currency and interest rate swap derivative contracts. As the Company has manufacturing sites throughout the world and sells its products globally, the Company is exposed to movements in the exchange rates of various currencies. As a result, the Company enters into forward contracts to mitigate this exchange rate risk by hedging a portion of foreign currency revenue and foreign currency purchases not denominated in the subsidiaries foreign currency. As the Companys borrowings (see note 12) are denominated in USD cross currency swaps are used to address the exchange rate risk presented by a large proportion of the Companys profits being generated in non-USD currencies. As the Companys borrowings include variable interest rates, the Company enters into interest rate swaps to mitigate interest rate risk. There were no changes during the periods presented in the Companys valuation techniques used to measure asset and liability fair values on a recurring basis. The Company classifies cash flows related to derivative financial instruments as operating activities in its Condensed Consolidated Statements of Cash Flows.
Foreign Currency Contracts
Foreign currency contracts are measured using broker quotations or observable market transactions in either listed or over- the-counter markets. The Company primarily uses foreign currency contracts to mitigate the risk associated with customer forward sale agreements denominated in currencies other than the applicable local currency, and to match costs and expected revenues where production facilities have a different currency than the selling currency.
The Companys foreign currency forward contracts are subject to master netting arrangements or agreements between the Company and each counterparty for the net settlement of all contracts through a single payment in a single currency in the event of default or termination of any one contract with that certain counterparty. It is the Companys practice to recognize the gross amounts in the Condensed Consolidated Balance Sheets.
28
GRANITE HOLDINGS II B.V.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
In thousands of US Dollars ($)
(Unaudited)
As of September 30, 2022, and December 31, 2021, the Company had foreign currency contracts with the following notional values:
September 30, 2022 | December 31, 2021 | |||||||
Foreign currency contracts related to sales - not designated as hedges |
$ | 136,756 | $ | 147,854 | ||||
Foreign currency contracts related to purchases - not designated as hedges |
73,904 | 85,923 | ||||||
Foreign currency cash management swaps - not designated as hedges |
37,294 | 49,596 | ||||||
Cross currency swaps - not designated as hedges |
490,000 | 490,000 | ||||||
|
|
|
|
|||||
Total foreign currency derivatives |
$ | 737,954 | $ | 773,373 | ||||
|
|
|
|
Interest Rate Swaps
The Company uses interest rate swaps to hedge the variability in cash flows due to changes in benchmark interest rates relating to the term loan (see note 12). Such swaps allow us to effectively convert fixed-rate payments into floating-rate payments based on LIBOR. These transactions are not designated as hedges.
The Companys interest rate swap and cross currency swap contracts are subject to master netting arrangements or agreements between the Company and each counterparty for the net settlement of all contracts through a single payment in a single currency in the event of default or termination of any one contract with that certain counterparty. It is the Companys practice to recognize the net amounts in the Condensed Consolidated Balance Sheets within non-current derivative liabilities. The gross balances are presented within this footnote.
As of September 30, 2022, and December 31, 2021, the Company had interest rate swaps with the following notional values:
September 30, 2022 | December 31, 2021 | |||||||
Interest rate swaps - not designated as hedges |
$ | 490,000 | $ | 490,000 | ||||
|
|
|
|
|||||
Total other derivatives |
$ | 490,000 | $ | 490,000 | ||||
|
|
|
|
The company recognized the following in its Condensed Consolidated Financial Statements related to its derivative instruments:
Three months ended | ||||||||||||||||
September 30, 2022 | October 1, 2021 | |||||||||||||||
Gain | Gain | |||||||||||||||
on derivative | on derivative | |||||||||||||||
SG&A | contracts | SG&A | contracts | |||||||||||||
(Loss) gain on contracts not designated as hedges: |
||||||||||||||||
Foreign exchange contracts |
$ | (4,142 | ) | $ | 2,266 | $ | 196 | $ | | |||||||
Cross currency swaps |
| 27,164 | | 5,008 | ||||||||||||
Interest rate swaps |
| 11,027 | | (821 | ) |
29
GRANITE HOLDINGS II B.V.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
In thousands of US Dollars ($)
(Unaudited)
Nine months ended | ||||||||||||||||
September 30, 2022 | October 1, 2021 | |||||||||||||||
Gain | Gain | |||||||||||||||
on derivative | on derivative | |||||||||||||||
SG&A | contracts | SG&A | contracts | |||||||||||||
(Loss) gain on contracts not designated as hedges: |
||||||||||||||||
Foreign exchange contracts |
$ | (9,126 | ) | $ | 2,266 | $ | 665 | $ | | |||||||
Cross currency swaps |
| 46,124 | | 11,090 | ||||||||||||
Interest rate swaps |
| 33,908 | | 3,757 |
The Companys derivative instruments were classified in the Companys Condensed Consolidated Balance Sheet as follows:
September 30, 2022 | December 31, 2021 | |||||||
Derivative assets: |
||||||||
Other current assets |
$ | 3,078 | $ | 3,182 | ||||
Non-current derivative asset |
43,708 | | ||||||
Other assets |
316 | 336 | ||||||
Derivative liabilities: |
||||||||
Accrued liabilities |
8,564 | 2,924 | ||||||
Non-current derivative liability |
| 37,976 | ||||||
Other liabilities |
433 | 25 |
Management Services Agreement with KPS Management IV, LLC
GHBV is owned and controlled by KPS Capital Partners (KPS), a private equity firm. On September 30, 2019, the Company entered into a Management Services Agreement with KPS Management IV, L.L.C. (KPS), pursuant to which KPS provide business and organizational strategy and financial and advisory services. Under the Management Services Agreement, the Company pay an annual monitoring fee consisting of an aggregate amount of $4.0 million payable in quarterly instalments, reimburse KPS an allocable share of out of pocket expenses incurred in connection with activities under the Management Services Agreement and pay a service fee upon acquisition of any business or entity in an amount determined by the KPS Board.
During the three months ended September 30, 2022, the Company incurred $1.0 million of monitoring fees and $0.1 million of out of pocket expenses. During the three months ended October 1, 2021, the Company incurred $1.0 million of monitoring fees. During the nine months ended September 30, 2022, the Company incurred $3.0 million of monitoring fees and $0.5 million of out of pocket expenses. During the nine months ended October 1, 2021, the Company incurred $3.0 million of monitoring fees, $3.0 million of acquisition related transaction fees and $0.1 million of out of pocket expenses.
The initial term of the Management Services Agreement is ten years. Upon the expiration of the initial term, the Agreement is automatically renewable for consecutive one-year terms unless the Company or KPS provides written notice of termination.
30
GRANITE HOLDINGS II B.V.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
In thousands of US Dollars ($)
(Unaudited)
16. Segmental Reporting
The Company determines its reportable segments based on how operations are managed internally, including how the results are reviewed by the chief operating decision maker, which includes determining resource allocation methodologies used for operating segments. Gross profit is the primary measure of performance that is reviewed by the chief operating decision maker in assessing each operating segments financial performance. Gross profit represents total net sales less cost of sales.
The Company has two reportable business segments: the Global Product Group (GPG) and Regional Sales.
The Global Product Group sells a more specialized product range and serves as an engineering, procurement and operations center of excellence for the individual regional operating segments.
The individual regional operating segments are aggregated to comprise the Regional Sales reportable segment. The individual regional operating segments are all customer focused, have comparable organizational structures, sell the same product ranges into the same vertical markets and all utilize the expertise and support of the Global Product Group across engineering, procurement and operations. Financial performance measured by gross margins is comparable. Future prospects are dependent on growth drivers in our vertical markets, which are typically directionally comparable across individual regional operating segments.
Results of the reportable segments are presented based on its management and internal accounting structure. The structure is specific to the Company; therefore, the financial results of the Companys reportable segments are not necessarily comparable with similar information for other comparable companies. The identifiable assets by reportable segment are those used in each reportable segments operations.
The following financial information represents amounts included within the Condensed Consolidated Statement of Operations shown by reportable segment:
Three Months Ended September 30, 2022 | ||||||||||||||||||||
GPG | Regional Sales | Central | Eliminations | Total | ||||||||||||||||
Revenues: |
||||||||||||||||||||
Total |
$ | 80,366 | $ | 381,696 | $ | | $ | (28,107 | ) | $ | 433,955 | |||||||||
Intersegment |
25,323 | 2,784 | | (28,107 | ) | | ||||||||||||||
External |
55,043 | 378,912 | | | 433,955 | |||||||||||||||
Gross profit |
23,993 | 112,154 | | | 136,147 | |||||||||||||||
Nine Months Ended September 30, 2022 | ||||||||||||||||||||
GPG | Regional Sales | Central | Eliminations | Total | ||||||||||||||||
Revenues: |
||||||||||||||||||||
Total |
$ | 240,022 | $ | 1,141,776 | $ | | $ | (86,479 | ) | $ | 1,295,319 | |||||||||
Intersegment |
79,623 | 6,856 | | (86,479 | ) | | ||||||||||||||
External |
160,399 | 1,134,920 | | | 1,295,319 | |||||||||||||||
Gross profit |
68,715 | 337,489 | | (1,374 | ) | 404,830 |
31
GRANITE HOLDINGS II B.V.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
In thousands of US Dollars ($)
(Unaudited)
Three Months Ended October 1, 2021 | ||||||||||||||||||||
GPG | Regional Sales | Central | Eliminations | Total | ||||||||||||||||
Revenues: |
||||||||||||||||||||
Total |
$ | 75,300 | $ | 349,758 | $ | | $ | (32,470 | ) | $ | 392,588 | |||||||||
Intersegment |
31,853 | 617 | | (32,470 | ) | | ||||||||||||||
External |
43,447 | 349,141 | | | 392,588 | |||||||||||||||
Gross profit |
24,475 | 98,443 | | 1,000 | 123,918 | |||||||||||||||
Nine Months Ended October 1, 2021 | ||||||||||||||||||||
GPG | Regional Sales | Central | Eliminations | Total | ||||||||||||||||
Revenues: |
||||||||||||||||||||
Total |
$ | 235,613 | $ | 984,567 | $ | | $ | (112,667 | ) | $ | 1,107,513 | |||||||||
Intersegment |
108,756 | 3,911 | | (112,667 | ) | | ||||||||||||||
External |
126,857 | 980,656 | | | 1,107,513 | |||||||||||||||
Gross profit |
72,007 | 276,614 | | 1,000 | 349,621 |
17. Subsequent Events
Subsequent events have been evaluated through to the date of approval of these financial statements.
On November 8, 2022, the Company entered into an Equity Purchase Agreement (the Purchase Agreement) with Chart Industries, Inc. (the Buyer). Pursuant to the Purchase Agreement, the Buyer will acquire (the Transaction), all of the equity interests of the Company, which constitutes the business of Howden. The base purchase price for this transaction is $4.4 billion, consisting of cash repayment of the Companys existing debt, and Buyer preferred shares. The base purchase price is, subject to customary purchase price adjustments for cash, indebtedness, transaction expenses and working capital.
In connection the Transaction and in accordance with the Purchase Agreement, the Company will repay and terminate its Credit Agreement. In addition, pursuant to the Purchase Agreement, the Company will redeem, satisfy and discharge the principal amount, premium, if any, and accrued and unpaid interest, if any, if its Senior Notes.
The closing of the Transaction is expected to conclude during the first half of 2023 and is subject to customary, regulatory and Buyer stockholder approvals, and the satisfaction of closing conditions under the Purchase agreement.
Subsequent events have been evaluated through to the date of approval of these financial statements and no significant subsequent events, beyond the above, have been noted.
32
Exhibit 99.5
PRO FORMA CONDENSED COMBINED FINANCIAL DATA
As of September 30, 2022
For the nine months ended September 30, 2022 and 2021 and the year ended December 31, 2021
(Unaudited)
Table of Contents
Introduction |
3 | |||
Unaudited Pro Forma Condensed Combined Balance Sheet |
5 | |||
As of September 30, 2022 |
5 | |||
Unaudited Pro Forma Condensed Combined Income Statement |
7 | |||
For the Nine Months Ended September 30, 2022 |
7 | |||
Unaudited Pro Forma Condensed Combined Income Statement |
8 | |||
For the Nine Months Ended September 30, 2021 |
8 | |||
Unaudited Pro Forma Condensed Combined Income Statement |
9 | |||
For the Year Ended December 31, 2021 |
9 | |||
Note 1. Basis of Presentation |
10 | |||
Note 2. Reclassification Adjustments |
10 | |||
Note 3. Transaction Accounting Adjustments |
16 | |||
Note 4. Earnings Per Share |
22 |
Introduction
On November 8, 2022, Chart Industries, Inc., a Delaware corporation (the Company or Chart), entered into an Equity Purchase Agreement (the Purchase Agreement) by and among (i) Granite Holdings I B.V., a Dutch private limited liability company (Primary Seller), Granite Holdings II B.V., a Dutch private limited liability company (BV II or Howden ), and Granite US Holdings GP, LLC, a Delaware limited liability company (the US GP Seller and, together with Primary Seller and BV II, the Sellers), (ii) Granite US Holdings LP, a Delaware limited partnership (Granite US), Granite Acquisition GmbH, a German limited liability company (Granite Germany), Granite Canada Holdings Acquisition Corp., a corporation formed pursuant to the laws of British Columbia (Granite Canada), and HowMex Holdings, S. de R.L. de C.V., a Mexican limited liability company (Granite Mexico and, together with BV II, Granite US, Granite Germany and Granite Canada, the Acquired Companies), and (iii) the Company. Pursuant to the Purchase Agreement and subject to the terms and conditions set forth therein, the Company will acquire, directly or indirectly, from the Sellers all of the equity interests of the Acquired Companies (the Transaction), which collectively constitutes the business of Howden.
The base purchase price for the Transaction is $4.4 billion, subject to customary purchase price adjustments for cash, indebtedness, transaction expenses and working capital (the Purchase Price). The Purchase Price shall be paid as a mix of cash, subject to a minimum amount of $1.8 billion (the Cash Consideration), shares of Preferred Stock, in an anticipated amount of approximately $1.1 billion (the Stock Consideration), and repayment of Howdens loans and other indebtedness. The Company may, at its discretion, reduce the Stock Consideration issued at closing by increasing the Cash Consideration paid at closing on a dollar-for-dollar basis, and the Cash Consideration may also be reduced in other limited circumstances on a dollar-for-dollar basis in respect of the aggregate amount of certain incremental letters of credit (and other similar instruments) of the Acquired Companies and their subsidiaries existing as of the closing of the Transaction. The Company expects to finance the Cash Consideration with the net proceeds of the Debt Financing.
If the Stock Consideration includes more than $650 million of Series A Cumulative Participating Convertible Preferred Stock (the Preferred Stock), the Company can issue the Companys common stock, par value $0.01 per share (the Common Stock), for such excess in an amount not to exceed $450 million. In such case, the Company shall issue such Common Stock to the Primary Seller at a 20% discount as compared to the trailing 10-day volume weighted average price of the Common Stock at the applicable time (such Common Stock and any Preferred Stock issued to the Primary Seller, the Subject Stock).
Pursuant to the Purchase Agreement, the Company shall create and issue to the Primary Seller at the closing of the Transaction a new class of preferred stock of the Company to be known as Series A Cumulative Participating Convertible Preferred Stock. In connection with the issuance of the Preferred Stock to the Primary Seller, the Company will enter into an investor rights agreement and registration rights agreement with the Primary Seller.
In connection with the execution of the Purchase Agreement, the Company entered into a debt commitment letter (the Debt Commitment Letter) with JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc. (collectively, the Commitment Parties). Pursuant to the Debt Commitment Letter, the Commitment Parties have agreed to provide (a) approximately $3.375 billion in an aggregate principal amount of senior bridge loans under a 364-day senior bridge loan credit facility (the Bridge Facility) and (b) in the event the Company does not obtain certain required consents per the Existing Credit Agreement, a backstop revolving credit facility in an aggregate principal amount of up to approximately $1.0 billion (the Backstop Facility and, together with the Bridge Facility, the Debt Financing).
The proceeds of the loans under the Bridge Facility will be used to finance the cash portion of the Purchase Price pursuant to the Transaction, including the payment of related fees and expenses incurred in connection therewith. The
3
proceeds of the loans under the Backstop Facility would be used to (i) prepay in full the aggregate principal amount of loans outstanding under the Existing Credit Agreement and accrued and unpaid interest thereon in the event that the Company does not obtain certain required consents from the lenders under the Existing Credit Agreement and (ii) backstop any existing letters of credit or other local credit lines of the Acquired Companies. The Bridge Facility and Backstop Facility are subject to customary closing conditions, including that substantially concurrently with the initial funding under the applicable facility the Transaction shall be consummated.
The unaudited pro forma condensed combined financial information has been prepared by Chart in accordance with Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, Amendments to Financial Disclosures About Acquired and Disposed Businesses, as adopted by the SEC on May 20, 2020. The following unaudited pro forma condensed combined financial information of Chart and Howden as of and for the nine months ended September 30, 2022, and for the year ended December 31, 2021, are derived from Chart historical consolidated financial statements which are incorporated by reference herein, and Howden historical consolidated financial statements incorporated on our Current Report on Form 8-K, based upon the Regulation S-X Rule 3-05 significance test.
The historical financial statements of Chart and Howden have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events which are necessary to account for the acquisition and the financing, in accordance with accounting principles generally accepted in the United States (GAAP). The unaudited pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable under the circumstances.
The acquisition will be accounted for as a business combination using the acquisition method with Chart as the accounting acquirer in accordance with Accounting Standards Codification (ASC) Topic 805, Business Combinations (ASC 805). Under this method of accounting, the total consideration will be allocated to Howdens assets acquired and liabilities assumed based upon their estimated fair values at the transaction date. The process of valuing the net assets of Howden at the expected transaction date, as well as evaluating accounting policies for conformity, is preliminary. Any differences between the fair value of the consideration transferred and the fair value of the assets acquired, and liabilities assumed will be recorded as goodwill. Accordingly, the purchase price allocation reflected in this unaudited pro forma condensed combined financial information is preliminary and subject to revision based on a final determination of fair value.
As a result of the foregoing, the unaudited pro forma condensed combined financial information is based on the preliminary information available and managements preliminary valuation of the fair value of tangible and intangible assets acquired and liabilities assumed. The actual purchase accounting assessment may vary based on final analyses of the valuation of assets to be acquired and liabilities to be assumed, particularly in regard to indefinite and definite-lived intangible assets and deferred tax assets and liabilities, which could be material.
The unaudited pro forma condensed combined financial information and related notes are provided for illustrative purposes only and do not purport to represent what the combined companys actual results of operations or financial position would have been had the acquisition been completed on the dates indicated, nor are they necessarily indicative of the combined companys future results of operations or financial position for any future period. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein.
The following unaudited pro forma condensed combined financial information gives effect to the acquisition and financing, which includes adjustments for the following:
| Certain reclassifications to conform Howdens historical financial statement presentation to Charts presentation; |
| Application of the acquisition method of accounting under the provisions of ASC 805 and to reflect estimated consideration of approximately $4.4 billion; |
| Proceeds and uses of the financing entered into in connection with the acquisition; and |
| Non-recurring transaction costs in connection with the acquisition. |
4
Unaudited Pro Forma Condensed Combined Balance Sheet
As of September 30, 2022
(Dollars in millions, except per share amounts)
Chart | Howden Adjusted (Note 2) |
Transaction Accounting Adjustments |
Financing Adjustments |
Pro Forma Combined |
||||||||||||||||||||
ASSETS |
||||||||||||||||||||||||
Current assets |
||||||||||||||||||||||||
Cash and cash equivalents |
$ | 89.5 | $ | 114.6 | $ | (1,888.4 | ) | A | $ | 1,745.1 | I | $ | 104.5 | |||||||||||
| 43.7 | J | ||||||||||||||||||||||
Accounts receivable, net |
276.9 | 429.8 | | | 706.7 | |||||||||||||||||||
Inventories, net |
357.5 | 238.3 | 47.7 | D | | 643.5 | ||||||||||||||||||
Unbilled contract revenue |
118.9 | 193.6 | | | 312.5 | |||||||||||||||||||
Prepaid expenses |
34.5 | 49.0 | | | 83.5 | |||||||||||||||||||
Other current assets |
52.2 | 74.5 | | | 126.7 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total Current assets |
929.5 | 1,099.8 | (1,840.7 | ) | 1,788.8 | 1,977.4 | ||||||||||||||||||
Non-current assets |
||||||||||||||||||||||||
Property, plant and equipment, net |
407.1 | 287.5 | 60.4 | C | | 755.0 | ||||||||||||||||||
Goodwill |
977.3 | 779.0 | 2,988.4 | A | | 3,383.7 | ||||||||||||||||||
(1,210.4 | ) | B | | |||||||||||||||||||||
(60.4 | ) | C | | |||||||||||||||||||||
(47.7 | ) | D | | |||||||||||||||||||||
(372.3 | ) | F | | |||||||||||||||||||||
16.9 | G | | ||||||||||||||||||||||
312.9 | H | | ||||||||||||||||||||||
Identifiable intangible assets, net |
535.5 | 700.6 | 1,210.4 | B | | 2,446.5 | ||||||||||||||||||
Equity method investments |
91.7 | 11.2 | | | 102.9 | |||||||||||||||||||
Investments in equity securities |
66.9 | | | | 66.9 | |||||||||||||||||||
Other assets |
60.9 | 78.4 | 11.2 | G | 8.5 | I | 115.3 | |||||||||||||||||
| (43.7 | ) | J | |||||||||||||||||||||
Pension asset |
0.3 | | | | 0.3 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total Non-current assets |
2,139.7 | 1,856.7 | 2,909.4 | (35.2 | ) | 6,870.6 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total Assets |
$ | 3,069.2 | $ | 2,956.5 | $ | 1,068.7 | $ | 1,753.6 | $ | 8,848.0 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
LIABILITIES |
||||||||||||||||||||||||
Current liabilities |
||||||||||||||||||||||||
Accounts payable |
206.1 | 358.7 | | | 564.8 | |||||||||||||||||||
Customer advances and billings in excess of contract revenue |
197.6 | 274.9 | | | 472.5 | |||||||||||||||||||
Accrued salaries, wages, and benefits |
33.7 | 60.4 | | | 94.1 | |||||||||||||||||||
Accrued income taxes |
2.9 | 34.4 | | | 37.3 | |||||||||||||||||||
Current portion of warranty reserve |
6.1 | 37.0 | | | 43.1 | |||||||||||||||||||
Current convertible notes |
256.7 | | | | 256.7 | |||||||||||||||||||
Operating lease liabilities, current |
5.3 | 10.7 | | | 16.0 | |||||||||||||||||||
Current portion of long-term debt |
| 13.1 | | 174.7 | I | 187.8 | ||||||||||||||||||
Other current liabilities |
46.5 | 83.1 | 35.8 | E | (17.0 | ) | I | 148.4 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total Current liabilities |
754.9 | 872.3 | 35.8 | 157.7 | 1,820.7 |
5
Unaudited Pro Forma Condensed Combined Balance Sheet
As of September 30, 2022
(Dollars in millions, except per share amounts)
Chart | Howden Adjusted (Note 2) |
Transaction Accounting Adjustments |
Financing Adjustments |
Pro Forma Combined |
||||||||||||||||||||
Non-Current liabilities |
||||||||||||||||||||||||
Long-term debt |
580.8 | 1,439.1 | | 1,644.4 | I | 3,664.3 | ||||||||||||||||||
Long-term deferred tax liabilities |
57.9 | 113.5 | 312.9 | H | | 484.3 | ||||||||||||||||||
Operating lease liabilities, non-current |
16.4 | 51.5 | | | 67.9 | |||||||||||||||||||
Other long-term liabilities |
33.3 | 27.9 | 28.1 | G | | 89.3 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total Non-Current liabilities |
688.4 | 1,632.0 | 341.0 | 1,644.4 | 4,305.8 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total Liabilities |
$ | 1,443.3 | $ | 2,504.3 | $ | 376.8 | $ | 1,802.1 | $ | 6,126.5 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
TEMPORARY EQUITY |
||||||||||||||||||||||||
Series A Cumulative Participating Convertible Preferred Stock |
| | 1,100.0 | A | | 1,100.0 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total Temporary Equity |
| | 1,100.0 | | 1,100.0 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
EQUITY |
||||||||||||||||||||||||
Shareholders equity (deficit) |
||||||||||||||||||||||||
Common stock, par value $0.01 per share 150,000,000 shares authorized, 36,634,383 shares issued and outstanding on September 30, 2022 |
0.4 | | | | 0.4 | |||||||||||||||||||
Additional paid-in capital |
784.3 | 554.1 | (554.1 | ) | F | | 784.3 | |||||||||||||||||
Treasury stock; 760,782 shares on September 30, 2022 |
(19.3 | ) | | | | (19.3 | ) | |||||||||||||||||
Retained earnings (Accumulated deficit) |
942.6 | (90.6 | ) | (35.8 | ) | E | (48.5 | ) | I | 906.8 | ||||||||||||||
139.1 | F | | ||||||||||||||||||||||
Accumulated other comprehensive (loss) income |
(90.6 | ) | (42.7 | ) | 42.7 | F | | (90.6 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total Shareholders equity (deficit) |
1,617.4 | 420.8 | (408.1 | ) | (48.5 | ) | 1,581.6 | |||||||||||||||||
Non-controlling interests |
||||||||||||||||||||||||
Non-controlling interests |
8.5 | 31.4 | | | 39.9 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total Non-controlling interests |
8.5 | 31.4 | | | 39.9 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total Equity |
$ | 1,625.9 | $ | 452.2 | $ | (408.1 | ) | $ | (48.5 | ) | $ | 1,621.5 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total Liabilities, Temporary Equity and Equity |
$ | 3,069.2 | $ | 2,956.5 | $ | 1068.7 | $ | 1,753.6 | $ | 8,848.0 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited pro forma condensed combined financial information.
6
Unaudited Pro Forma Condensed Combined Income Statement
For the Nine Months Ended September 30, 2022
(Dollars and weighted average shares outstanding in millions, except per share amounts)
Chart | Howden Adjusted (Note 2) |
Transaction Accounting Adjustments |
Financing Adjustments |
Pro Forma Combined |
||||||||||||||||||||
Sales |
$ | 1,171.0 | $ | 1,295.3 | $ | | $ | | $ | 2,466.3 | ||||||||||||||
Cost of sales |
887.9 | 890.5 | (2.2 | ) | CC | | 1,776.2 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Gross profit |
283.1 | 404.8 | 2.2 | | 690.1 | |||||||||||||||||||
Operating expenses |
||||||||||||||||||||||||
Selling, general, and administrative expenses |
159.3 | 257.0 | (1.1 | ) | CC | | 415.2 | |||||||||||||||||
Amortization expense |
32.4 | 30.5 | 72.3 | BB | | 135.2 | ||||||||||||||||||
Gain on capital structure derivatives |
| (82.3 | ) | | 82.3 | FF | | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total Operating expenses |
191.7 | 205.2 | 71.2 | 82.3 | 550.4 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating income |
91.4 | 199.6 | (69.0 | ) | (82.3 | ) | 139.7 | |||||||||||||||||
Interest expense, net |
13.3 | 84.1 | | 121.5 | GG | 218.9 | ||||||||||||||||||
Unrealized loss on investments in equity securities |
10.9 | | | | 10.9 | |||||||||||||||||||
Realized gain on equity method investment |
(0.3 | ) | | | | (0.3 | ) | |||||||||||||||||
Financing costs amortization |
2.1 | 8.5 | | 6.7 | GG | 17.3 | ||||||||||||||||||
Foreign currency (gain) loss |
(2.6 | ) | 15.5 | | | 12.9 | ||||||||||||||||||
Other income |
(1.5 | ) | | | | (1.5 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Income before income taxes and equity in loss of unconsolidated affiliates, net |
69.5 | 91.5 | (69.0 | ) | (210.5 | ) | (118.5 | ) | ||||||||||||||||
Income tax expense (benefit) |
4.0 | 39.1 | (17.2 | ) | EE | (47.6 | ) | EE | (21.7 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Income before equity in (loss) earnings of unconsolidated affiliates, net |
65.5 | 52.4 | (51.8 | ) | (162.9 | ) | (96.8 | ) | ||||||||||||||||
Equity in (loss) earnings of unconsolidated affiliates, net |
(0.3 | ) | 1.4 | | | 1.1 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income (loss) |
65.2 | 53.8 | (51.8 | ) | (162.9 | ) | (95.7 | ) | ||||||||||||||||
Income attributable to noncontrolling interests, net of taxes |
0.8 | 7.9 | | | 8.7 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income (loss) attributable to Chart |
$ | 64.4 | $ | 45.9 | $ | (51.8 | ) | $ | (162.9 | ) | $ | (104.4 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Earnings (loss) per share (Note 4): |
||||||||||||||||||||||||
Basic |
$ | 1.80 | $ | (4.29 | ) | |||||||||||||||||||
Diluted |
$ | 1.56 | $ | (4.29 | ) | |||||||||||||||||||
Weighted average number of common shares outstanding: |
||||||||||||||||||||||||
Basic |
35.85 | 35.85 | ||||||||||||||||||||||
Diluted |
41.40 | 49.26 |
See accompanying notes to unaudited pro forma condensed combined financial information.
7
Unaudited Pro Forma Condensed Combined Income Statement
For the Nine Months Ended September 30, 2021
(Dollars and weighted average shares outstanding in millions, except per share amounts)
Chart | Howden Adjusted (Note 2) |
Transaction Accounting Adjustments |
Financing Adjustments |
Pro Forma Combined |
||||||||||||||||||||
Sales |
$ | 938.8 | $ | 1,107.5 | $ | | $ | | $ | 2,046.3 | ||||||||||||||
Cost of sales |
696.8 | 757.9 | 47.7 | AA | | 1,499.5 | ||||||||||||||||||
(2.9 | ) | CC | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Gross profit |
242.0 | 349.6 | (44.8 | ) | | 546.8 | ||||||||||||||||||
Operating expenses |
||||||||||||||||||||||||
Selling, general, and administrative expenses |
145.4 | 206.4 | (2.5 | ) | CC | | 390.3 | |||||||||||||||||
35.8 | DD | |||||||||||||||||||||||
Amortization expense |
28.5 | 33.1 | 69.6 | BB | | 131.2 | ||||||||||||||||||
Gain on capital structure derivatives |
| (14.8 | ) | | 14.8 | FF | | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total Operating expenses |
173.9 | 224.7 | 102.9 | 14.8 | 521.5 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating income |
68.1 | 124.9 | (147.7 | ) | (14.8 | ) | 30.5 | |||||||||||||||||
Interest expense, net |
7.4 | 61.6 | | 153.1 | GG | 311.4 | ||||||||||||||||||
Unrealized loss on investments in equity securities |
(1.2 | ) | | | | (1.2 | ) | |||||||||||||||||
Realized gain on equity method investment |
| | | | | |||||||||||||||||||
Financing costs amortization |
3.5 | 9.8 | | 105.5 | GG | 29.5 | ||||||||||||||||||
Foreign currency (gain) loss |
0.1 | 1.3 | | | 1.4 | |||||||||||||||||||
Other income |
| | | | | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Income before income taxes and equity in loss of unconsolidated affiliates, net |
58.3 | 52.2 | (147.7 | ) | (273.4 | ) | (310.6 | ) | ||||||||||||||||
Income tax expense (benefit) |
9.9 | 26.9 | (36.9 | ) | EE | (67.5 | ) | EE | (67.6 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Income before equity in (loss) earnings of unconsolidated affiliates, net |
48.4 | 25.3 | (110.8 | ) | (205.9 | ) | (243.0 | ) | ||||||||||||||||
Equity in (loss) earnings of unconsolidated affiliates, net |
0.1 | (1.4 | ) | | | (1.3 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income (loss) |
48.5 | 23.9 | (110.8 | ) | (205.9 | ) | (244.3 | ) | ||||||||||||||||
Income attributable to noncontrolling interests, net of taxes |
1.5 | 6.7 | | | 8.2 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income (loss) attributable to Chart |
$ | 47.0 | $ | 17.2 | $ | (110.8 | ) | $ | (205.9 | ) | $ | (252.5 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Earnings (loss) per share (Note 4): |
||||||||||||||||||||||||
Basic |
$ | 1.32 | $ | (8.49 | ) | |||||||||||||||||||
Diluted |
$ | 1.15 | $ | (8.49 | ) | |||||||||||||||||||
Weighted average number of common shares outstanding: |
||||||||||||||||||||||||
Basic |
35.59 | 35.59 | ||||||||||||||||||||||
Diluted |
40.96 | 48.95 |
See accompanying notes to unaudited pro forma condensed combined financial information.
8
Unaudited Pro Forma Condensed Combined Income Statement
For the Year Ended December 31, 2021
(Dollars and weighted average shares outstanding in millions, except per share amounts)
Chart | Howden Adjusted (Note 2) |
Transaction Accounting Adjustments |
Financing Adjustments |
Pro Forma Combined |
||||||||||||||||||||
Sales |
$ | 1,317.7 | $ | 1,576.1 | $ | | $ | | $ | 2,893.8 | ||||||||||||||
Cost of sales |
993.5 | 1,072.7 | 47.7 | AA | | 2,110.0 | ||||||||||||||||||
(3.9 | ) | CC | | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Gross profit |
324.2 | 503.4 | (43.8 | ) | | 783.8 | ||||||||||||||||||
Operating expenses |
||||||||||||||||||||||||
Selling, general, and administrative expenses |
196.8 | 304.0 | (3.3 | ) | CC | | 533.3 | |||||||||||||||||
35.8 | DD | | ||||||||||||||||||||||
Amortization expense |
38.9 | 45.1 | 91.8 | BB | | 175.8 | ||||||||||||||||||
Gain on capital structure derivatives |
| (18.0 | ) | | 18.0 | FF | | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total Operating expenses |
235.7 | 331.1 | 124.3 | 18.0 | 709.1 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating income |
88.5 | 172.3 | (168.1 | ) | (18.0 | ) | 74.7 | |||||||||||||||||
Interest expense, net |
10.7 | 95.7 | | 190.5 | GG | 296.9 | ||||||||||||||||||
Unrealized gain on investments in equity securities |
(3.2 | ) | | | | (3.2 | ) | |||||||||||||||||
Realized gain on equity method investment |
(2.6 | ) | | | | (2.6 | ) | |||||||||||||||||
Financing costs amortization |
8.3 | 10.5 | | 110.2 | GG | 129.0 | ||||||||||||||||||
Foreign currency loss (gain) |
0.9 | (8.1 | ) | | | (7.2 | ) | |||||||||||||||||
Other income |
| (5.9 | ) | | | (5.9 | ) | |||||||||||||||||
Other expense, net |
0.3 | | | | 0.3 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Income (loss) before income taxes and equity in earnings of unconsolidated affiliates, net |
74.1 | 80.1 | (168.1 | ) | (318.7 | ) | (332.6 | ) | ||||||||||||||||
Income tax expense |
13.5 | 47.7 | (42.0 | ) | EE | (78.6 | ) | EE | (59.4 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Income before equity in earnings of unconsolidated affiliates, net |
60.6 | 32.4 | (126.1 | ) | (240.1 | ) | (273.2 | ) | ||||||||||||||||
Equity in earnings of unconsolidated affiliates, net |
0.3 | 2.1 | | | 2.4 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income (loss) |
60.9 | 34.5 | (126.1 | ) | (240.1 | ) | (270.8 | ) | ||||||||||||||||
Income attributable to noncontrolling interests, net of taxes |
1.8 | 9.0 | | | 10.8 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income (loss) attributable to Chart |
$ | 59.1 | $ | 25.5 | $ | (126.1 | ) | $ | (240.1 | ) | $ | (281.6 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Earnings (loss) per share (Note 4): |
||||||||||||||||||||||||
Basic |
$ | 1.66 | $ | (9.76 | ) | |||||||||||||||||||
Diluted |
$ | 1.44 | $ | (9.76 | ) | |||||||||||||||||||
Weighted average number of common shares outstanding: |
||||||||||||||||||||||||
Basic |
35.61 | 35.61 | ||||||||||||||||||||||
Diluted |
41.11 | 48.97 |
See accompanying notes to unaudited pro forma condensed combined financial information.
9
Note 1. Basis of Presentation
The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, Amendments to Financial Disclosures About Acquired and Disposed Businesses, as adopted by the SEC on May 20, 2020.
Both Charts and Howdens historical financial statements were prepared in accordance with GAAP and presented in U.S. dollars. As discussed in Note 2. Reclassification Adjustments, certain reclassifications adjustments were made to align Howdens financial statement presentation with that of Chart.
The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, with Chart assumed as the accounting acquirer, and based on the historical consolidated financial statements of Chart and Howden Under ASC 805, assets acquired, and liabilities assumed in a business combination are recognized and measured at their assumed acquisition date fair value, while transaction costs associated with a business combination are expensed as incurred. The excess of acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill.
The Unaudited Pro Forma Condensed Combined Balance Sheet is presented as if the acquisition had occurred on September 30, 2022, and the Unaudited Pro Forma Condensed Combined Statement of Income for the nine months ended September 30, 2022, and the year ended December 31, 2021, give effect to the acquisition as if it occurred on January 1, 2021.
The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies or cost savings that may result from the acquisition and integration costs that may be incurred. The pro forma adjustments represent Charts best estimates and are based upon currently available information and certain assumptions that Chart believes are reasonable under the circumstances. There are no material transactions between Chart and Howden during the periods presented.
Note 2. Reclassification Adjustments
During the preparation of this unaudited pro forma condensed combined financial information, management performed a preliminary analysis of Howdens financial information to identify differences in accounting policies compared to those of Chart, and differences in financial statement presentation compared to the presentation of Chart. At the time of preparing the unaudited pro forma condensed combined financial information, other than the adjustments described herein, Chart is not aware of any other material differences.
Balance Sheet Adjustments as of September 30, 2022:
Chart Industries Presentation |
Historical Howden Presentation |
Historical | Reclassification Adjustments |
Notes | Howden Historical Adjusted |
|||||||||||||
Cash and cash equivalents |
Cash and cash equivalents | $ | 114.6 | $ | | $ | 114.6 | |||||||||||
Accounts receivable, net |
Trade receivables, less allowances for doubtful accounts | 623.4 | (193.6 | ) | a | 429.8 | ||||||||||||
Inventories, net |
Inventories, net | 238.3 | | 238.3 |
10
Unbilled contract revenue |
| 193.6 | a | 193.6 | ||||||||||||||
Prepaid expenses |
Prepaid expenses | 49.0 | | 49.0 | ||||||||||||||
Other current assets |
Other current assets | 74.5 | | 74.5 | ||||||||||||||
|
|
|
|
|
|
|||||||||||||
Total Current assets |
Total Current assets | 1,099.8 | | 1,099.8 | ||||||||||||||
Property, plant and equipment, net |
Property, plant and equipment, net | 224.4 | 63.1 | c | 287.5 | |||||||||||||
Goodwill |
Goodwill | 779.0 | | 779.0 | ||||||||||||||
Identifiable intangible assets, net |
Intangible assets, net | 700.6 | | 700.6 | ||||||||||||||
Equity method investments |
| 11.2 | i | 11.2 | ||||||||||||||
Investments in equity securities |
| | | |||||||||||||||
Deferred income taxes | 0.2 | (0.2 | ) | b | | |||||||||||||
Lease asset - right of use | 63.1 | (63.1 | ) | c | | |||||||||||||
Other assets |
Non-current derivative asset | 43.7 | | 43.7 | ||||||||||||||
Other non-current asset | 45.7 | (11.0 | ) | b, i | 34.7 | |||||||||||||
|
|
|
|
|
|
|||||||||||||
Total Assets |
Total Assets | $ | 2,956.5 | $ | | $ | 2,956.5 | |||||||||||
|
|
|
|
|
|
|||||||||||||
Accounts payable |
Accounts payable | 358.7 | | 358.7 | ||||||||||||||
Customer advances and billings in excess of contract revenue |
Customer advances and billings in excess of contract revenue | 274.9 | | 274.9 | ||||||||||||||
Accrued salaries, wages and benefits |
| 60.4 | d | 60.4 | ||||||||||||||
Accrued income taxes |
| 34.4 | e | 34.4 | ||||||||||||||
Current portion of warranty reserve |
| 37.0 | f | 37.0 | ||||||||||||||
Current convertible notes |
| | |
11
Operating lease liabilities, current |
| 10.7 | g | 10.7 | ||||||||||||||
Other current liabilities |
| 83.1 | h | 83.1 | ||||||||||||||
Current portion of long-term debt |
Current portion of long-term debt | 13.1 | | 13.1 | ||||||||||||||
Accrued liabilities | 225.6 | (60.4 | ) | d | | |||||||||||||
| (34.4 | ) | e | |||||||||||||||
| (37.0 | ) | f | |||||||||||||||
| (10.7 | ) | g | |||||||||||||||
| (83.1 | ) | h | |||||||||||||||
|
|
|
|
|
|
|||||||||||||
Total Current Liabilities |
Total Current Liabilities | 872.3 | | 872.3 | ||||||||||||||
Long-term deferred tax liabilities |
Deferred tax liabilities | 113.5 | | 113.5 | ||||||||||||||
Long-term debt |
Long-term debt, less current portion | 1,439.1 | | 1,439.1 | ||||||||||||||
Accrued pension liabilities |
| | ||||||||||||||||
Operating lease liabilities, non-current |
Non-current lease liability | 51.5 | | 51.5 | ||||||||||||||
Other long-term liabilities |
Non-current derivative liability | | | | ||||||||||||||
Other non-current liabilities | 27.9 | 27.9 | ||||||||||||||||
|
|
|
|
|
|
|||||||||||||
Total Liabilities |
Total Liabilities | 2,504.3 | | 2,504.3 | ||||||||||||||
Equity: |
||||||||||||||||||
Common stock |
| | | |||||||||||||||
Additional paid-in capital |
Additional paid-in capital | 554.1 | | 554.1 | ||||||||||||||
Treasury stock |
| | |
12
Series A Cumulative Participating Convertible Preferred Stock |
| | | |||||||||||
Retained earnings (Accumulated deficit) |
Accumulated deficit | (90.6 | ) | | (90.6 | ) | ||||||||
Accumulated other comprehensive loss |
Accumulated other comprehensive loss | (42.7 | ) | | (42.7 | ) | ||||||||
|
|
|
|
|
|
|||||||||
Total Shareholders Equity |
Total Shareholders Equity | 420.8 | | 420.8 | ||||||||||
Noncontrolling interests |
Non-controlling interests | 31.4 | | 31.4 | ||||||||||
|
|
|
|
|
|
|||||||||
Total Equity |
Total Equity | 452.2 | | 452.2 | ||||||||||
|
|
|
|
|
|
|||||||||
TOTAL LIABILITIES AND EQUITY |
TOTAL LIABILITIES AND EQUITY | $ | 2,956.5 | $ | | $ | 2,956.5 | |||||||
|
|
|
|
|
|
|||||||||
| | |
a) | Adjustment to reclassify Howdens contract assets to unbilled contract revenue. |
b) | Adjustment to reclassify Howdens deferred income taxes to other assets. |
c) | Adjustment to reclassify Howdens lease asset - right of use to property, plant and equipment, net. |
d) | Adjustment to reclassify Howdens accrued payroll to accrued salaries, wages and benefits. |
e) | Adjustment to reclassify Howdens accrued taxes to accrued income taxes. |
f) | Adjustment to reclassify Howdens warranty liability to current portion of warranty reserve. |
g) | Adjustment to reclassify Howdens current operating lease liability to operating lease liabilities, current. |
h) | Adjustment to reclassify Howdens remaining accrued liabilities to other current liabilities. |
i) | Adjustment to reclassify Howdens equity method investments from other non-current assets. |
Income Statement Adjustments for the nine months ended September 30, 2022:
Chart Industries Presentation |
Historical Howden Presentation |
Historical | Reclassification Adjustments |
Notes | Howden Historical Adjusted |
|||||||||||||
Sales |
Net sales | $ | 1,295.3 | $ | | $ | 1,295.3 | |||||||||||
Cost of sales |
Cost of sales | 890.5 | | 890.5 | ||||||||||||||
|
|
|
|
|
|
|||||||||||||
Gross profit |
Gross profit | 404.8 | | 404.8 | ||||||||||||||
Selling, general, and administrative expenses |
Selling, general and administrative expense | 285.1 | (28.1 | ) | a, b, c, d, e | 257.0 |
13
Amortization expense |
| 30.5 | a | 30.5 | ||||||||||||||
Interest expense, net |
Interest expense, net | 102.5 | (18.4 | ) | d, f | 84.1 | ||||||||||||
Unrealized loss on investments in equity securities |
| | | |||||||||||||||
Realized gain on equity method investment |
| | | | ||||||||||||||
Financing costs amortization |
| 8.5 | f | 8.5 | ||||||||||||||
Foreign currency loss |
| 15.5 | d | 15.5 | ||||||||||||||
Other income |
Other Income | | | | ||||||||||||||
Other expense, net |
| | | |||||||||||||||
Acquisition-related costs | 3.3 | (3.3 | ) | b | | |||||||||||||
Restructuring and other related charges | 3.3 | (3.3 | ) | c | | |||||||||||||
Gain on capital structure derivatives | (82.3 | ) | | (82.3 | ) | |||||||||||||
|
|
|
|
|
|
|||||||||||||
Income before income taxes and equity in loss of unconsolidated affiliates, net |
92.9 | (1.4 | ) | 91.5 | ||||||||||||||
Income tax expense |
39.1 | | 39.1 | |||||||||||||||
Equity in earnings of unconsolidated affiliates, net |
| (1.4 | ) | e | (1.4 | ) | ||||||||||||
|
|
|
|
|
|
|||||||||||||
Net income |
53.8 | | 53.8 | |||||||||||||||
Income attributable to noncontrolling interests, net of taxes |
Income attributable to non-controlling interest, net of taxes | 7.9 | | 7.9 | ||||||||||||||
|
|
|
|
|
|
|||||||||||||
Net income attributable to company shareholders |
$ | 45.9 | | $ | 45.9 | |||||||||||||
|
|
|
|
|
|
a) | Adjustment to reclassify Howdens amortization expense from selling, general, and administrative to amortization expense. |
14
b) | Adjustment to reclassify Howdens acquisition-related costs to selling, general, and administrative expenses. |
c) | Adjustment to reclassify Howdens restructuring and other related charges to selling, general, and administrative expenses. |
d) | Adjustment to reclassify Howdens foreign currency loss from interest expense, net and selling, general, and administrative expenses to foreign currency loss. |
e) | Adjustment to reclassify Howdens equity in earnings of unconsolidated affiliates, net from selling, general, and administrative expenses. |
f) | Adjustment to reclassify Howdens interest expense, net to financing costs amortization. |
Income Statement Adjustments for the year ended December 31, 2021:
Chart Industries Presentation |
Historical Howden |
Historical | Reclassification Adjustments |
Notes | Howden Historical Adjusted |
|||||||||||||
Sales |
Net sales | $ | 1,576.1 | | $ | 1,576.1 | ||||||||||||
Cost of sales |
Cost of sales | 1,072.7 | | 1,072.7 | ||||||||||||||
|
|
|
|
|
|
|||||||||||||
Gross profit |
Gross profit | 503.4 | | 503.4 | ||||||||||||||
Selling, general, and administrative expenses |
Selling, general and administrative expense | 318.7 | (14.7 | ) | a, b, c, d, e | 304.0 | ||||||||||||
Amortization expense |
| 45.1 | a | 45.1 | ||||||||||||||
Interest expense, net |
Interest expense, net | 103.6 | (7.9 | ) | d, f | 95.7 | ||||||||||||
Unrealized gain on investments in equity securities |
| | | |||||||||||||||
Realized gain on equity method investment |
| | | |||||||||||||||
Financing costs amortization |
| 10.5 | f | 10.5 | ||||||||||||||
Foreign currency gain |
| (8.1 | ) | d | (8.1 | ) | ||||||||||||
Other income |
Other Income | (5.9 | ) | | (5.9 | ) | ||||||||||||
Other expense, net |
| | | |||||||||||||||
Acquisition-related costs | 17.3 | (17.3 | ) | b | | |||||||||||||
Restructuring and other related charges | 5.5 | (5.5 | ) | c | | |||||||||||||
Gain on capital structure derivatives | (18.0 | ) | | (18.0 | ) | |||||||||||||
|
|
|
|
|||||||||||||||
Income before income taxes and equity in earnings of unconsolidated affiliates, net |
82.2 | (2.1 | ) | 80.1 | ||||||||||||||
Income tax expense |
47.7 | | 47.7 |
15
Equity in earnings of unconsolidated affiliates, net |
| (2.1 | ) | e | (2.1 | ) | ||||||||||||
|
|
|
|
|
|
|||||||||||||
Net income |
34.5 | | 34.5 | |||||||||||||||
Income attributable to noncontrolling interests, net of taxes |
Income attributable to non-controlling interest, net of taxes | 9.0 | | 9.0 | ||||||||||||||
|
|
|
|
|
|
|||||||||||||
Net income attributable to company shareholders |
$ | 25.5 | $ | | $ | 25.5 | ||||||||||||
|
|
|
|
|
|
a) | Adjustment to reclassify Howdens amortization expense from selling, general, and administrative expenses to amortization expense. |
b) | Adjustment to reclassify Howdens acquisition-related costs to selling, general, and administrative expenses. |
c) | Adjustment to reclassify Howdens restructuring and other related charges to selling, general, and administrative expenses. |
d) | Adjustment to reclassify Howdens foreign currency gain from interest expense, net and selling, general, and administrative expenses to foreign currency gain. |
e) | Adjustment to reclassify Howdens equity in earnings of unconsolidated affiliates, net from selling, general, and administrative expenses. |
f) | Adjustment to reclassify Howdens interest expense, net to financing costs amortization. |
Note 3. Transaction Accounting Adjustments
The acquisition will be accounted for using the acquisition method of accounting in accordance with ASC 805, which requires, among other things, that the assets acquired, and liabilities assumed be recognized at their acquisition date fair values, with any excess of the consideration transferred over the estimated fair values of the identifiable net assets acquired recorded as goodwill.
(A) The accounting for the acquisition is based on currently available information and is considered preliminary. The final accounting for the acquisition may differ materially from that presented in these unaudited pro forma condensed combined financial statements. The adjustment reflects the impact of closing cash consideration, preferred stock consideration, settlement of seller expenses and escrow amount. Refer to the following table for the computation of the preliminary estimated fair value of consideration transferred:
Amount (in $) | ||||
Closing cash consideration |
$ | 1,750.7 | ||
Repayment of Howdens debt, including accrued interest thereon |
1,517.6 | |||
Preferred stock consideration |
1,100.0 | |||
Settlement of sellers expenses by Chart |
117.7 | |||
Cash from settlement of derivatives related to debt |
(43.7 | ) | ||
Adjustment escrow amount |
20.0 | |||
|
|
|||
Preliminary estimated fair value of consideration transferred |
$ | 4,462.3 | ||
|
|
16
The following table summarizes the preliminary accounting for the acquisition:
Fair Value | ||||
Cash and cash equivalents |
$ | 114.6 | ||
Accounts receivable, net |
429.8 | |||
Inventories, net |
286.0 | |||
Unbilled contract revenue |
193.6 | |||
Prepaid expenses |
49.0 | |||
Other current assets |
74.5 | |||
Property, plant and equipment, net |
347.9 | |||
Intangible assets, net |
1,911.0 | |||
Equity method investments |
11.2 | |||
Other non- current assets |
45.6 | |||
|
|
|||
Total Assets |
3,463.2 | |||
|
|
|||
Accounts payable |
358.7 | |||
Customer advances and billings in excess of costs incurred |
274.9 | |||
Accrued salaries, wages, and benefits |
60.4 | |||
Accrued income taxes |
34.4 | |||
Current portion of warranty reserve |
37.0 | |||
Operating lease liabilities, current |
10.7 | |||
Other current liabilities |
66.9 | |||
Long-term deferred tax liabilities |
426.4 | |||
Operating lease liabilities, non-current |
51.5 | |||
Other long-term liabilities |
55.0 | |||
|
|
|||
Net assets acquired |
2,087.3 | |||
Continuing Non-controlling interest |
31.4 | |||
Goodwill |
2,406.4 | |||
|
|
|||
Preliminary estimated fair value of consideration transferred |
$ | 4,462.3 | ||
|
|
The preliminary purchase accounting was based on a benchmarking analysis of similar transactions in the industry in order to identify value allocations of acquisition considerations to assets acquired and liabilities assumed including intangible assets, step-up in the value of inventory, and real and personal property assets. Upon completion of the acquisition, a final determination of the fair value of Howdens assets and liabilities will be performed. The final acquisition consideration allocation may be materially different than that reflected in the preliminary estimated acquisition consideration allocation presented herein. Any increase or decrease in fair values of the net assets as compared with the unaudited condensed combined pro forma financial statements may change the amount of the total acquisition consideration allocated to goodwill and other assets and liabilities and may impact the combined company statements of income due to adjustments in the depreciation and amortization of the adjusted assets.
17
(B) | Reflects the preliminary estimated asset fair value adjustment to the identifiable intangible assets acquired in the acquisition. The fair value of intangible assets is subject to change. |
The following table summarizes the preliminary estimated fair value of identifiable intangible assets as of September 30, 2022:
Estimated Useful life (in years) |
Preliminary Estimated Asset Fair Value |
|||||||
Customer relationships |
12 | $ | 955.5 | |||||
Trademarks and trade names |
Indefinite | 382.2 | ||||||
Technology |
10 | 573.3 | ||||||
|
|
|||||||
Identifiable intangible assets, net |
1,911.0 | |||||||
Less: Howdens historical intangible assets |
(700.6 | ) | ||||||
|
|
|||||||
Pro Forma adjustment |
$ | 1,210.4 | ||||||
|
|
(C) | Reflects the preliminary estimated fair value adjustment to property, plant and equipment, net (PP&E) acquired in the acquisition. The fair value of PP&E is subject to change. |
The following table summarizes the preliminary estimated fair value of PP&E as of September 30, 2022:
Estimated Useful life (in years) |
Preliminary Estimated Asset Fair Value |
|||||||
Land |
n.a. | $ | 17.9 | |||||
Buildings |
20 | 56.2 | ||||||
Leasehold improvements |
20 | 54.5 | ||||||
Plant and machinery |
8.5 | 138.5 | ||||||
Administrative equipment |
2.5 | 9.5 | ||||||
Leasehold improvement |
6 | 2.4 | ||||||
Assets under construction |
n.a. | 5.8 | ||||||
|
|
|||||||
Total property, plant and equipment(1) |
284.8 | |||||||
Less: Howdens historical tangible assets(1) |
(224.4 | ) | ||||||
|
|
|||||||
Pro Forma adjustment |
$ | 60.4 | ||||||
|
|
(1) | Excludes Lease asset - right of use of $63.1m |
18
(D) | The adjustment reflects a step up in fair value to Howdens finished goods and work-in process inventory to a fair value of approximately $286 million. The calculation of fair value is preliminary and subject to change. The preliminary estimated fair value was determined based on the estimated selling price of the inventory, less the remaining manufacturing and selling costs and a normal profit margin on those manufacturing and selling efforts. |
The following table summarizes the preliminary estimated fair value of inventories, net as of September 30, 2022:
Preliminary Estimated Asset Fair Value |
||||
Inventory |
$ | 286.0 | ||
Less: Howdens historical inventories, net |
(238.3 | ) | ||
|
|
|||
Pro Forma adjustment |
$ | 47.7 | ||
|
|
(E) | Reflects estimated nonrecurring acquisition-related expenses expected to be incurred by Chart. |
(F) | Reflects the elimination of Howdens historical equity. |
(G) | Reflects recognition of a liability of $28.1 million related to uncertain tax positions of Howden against which Howden has a $11.2 million indemnification receivable. |
(H) | Reflects estimated deferred taxes related to the purchase price allocation and income tax impact effect related to the pro forma adjustments. Tax-related adjustments are based upon an estimated tax rate of 19% on derivatives and 25% on other adjustments. |
(I) | Reflects impact of new financing and its related transaction costs, net of repayment of Howdens historical debt and impact of its unamortized debt issuance costs. The impact on other current liabilities and long-term debt have been adjusted for the following: |
Current portion of long-term debt/Other current liabilities |
Long-term debt |
Total | ||||||||||
Proceeds from incremental term loan facility, senior secured notes and senior unsecured notes, net (1) |
$ | 187.8 | $ | 3,187.2 | $ | 3,375.0 | ||||||
Repayment of Howdens historical debt |
(13.1 | ) | (1,487.5 | ) | (1,500.6 | ) | ||||||
New deferred debt issuance costs for term loan facility and other debt (2) |
| (103.8 | ) | (103.8 | ) | |||||||
Write-off of Howden historical debt issuance costs (3) |
| 48.5 | 48.5 | |||||||||
Payment of accrued interest |
(17.0 | ) | | (17.0 | ) | |||||||
|
|
|
|
|
|
|||||||
Pro Forma adjustment |
$ | 157.7 | $ | 1,644.4 | $ | 1,802.1 | ||||||
|
|
|
|
|
|
(1) | Represents the incremental term loan facility, senior secured notes and senior unsecured notes, net of debt issuance costs entered into in connection with the execution of the acquisition. |
19
(2) | Represents debt issuance costs incurred for the incremental term loan facility, senior secured notes and senior unsecured notes. |
(3) | Represents the write-off of remaining deferred debt issuance costs associated with the extinguished Howdens debt outstanding. |
Further, the fees of $8.5 million paid in connection with modification of Charts senior secured revolving credit facility has been deferred under other assets.
(J) | Reflects the derecognition of derivative assets related to an interest rate swap and cross currency swap pursuant to the repayment of Howdens historical debt. |
(AA) | The adjustment reflects a step up in fair value to Howdens finished goods and work-in process inventory to approximately $286 million. The calculation of fair value is preliminary and subject to change. The preliminary estimated fair value was determined based on the estimated selling price of the inventory, less the remaining manufacturing and selling costs and a normal profit margin on those manufacturing and selling efforts. The pro forma income statement for the year ended December 31, 2021 is also adjusted to increase cost of sales by the same amount as the inventory that is expected to be sold within one year of the acquisition date. |
(BB) | Reflects incremental amortization expense included in Amortization expenses related to the fair value of identifiable intangible assets acquired. |
Estimated Useful life (in years) |
Preliminary Estimated Asset |
Amortization for the year ended December 31, 2021 |
Amortization for the nine September 30, 2022 |
|||||||||||||
Customer relationships |
12 | $ | 955.5 | $ | 79.6 | $ | 59.7 | |||||||||
Trademarks and trade names |
Indefinite | 382.2 | | | ||||||||||||
Technology |
10 | 573.3 | 57.3 | 43.0 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Identifiable intangible assets, net |
$ | 1,911.0 | $ | 136.9 | $ | 102.7 | ||||||||||
Less: Historical amortization expense |
(45.1 | ) | (30.4 | ) | ||||||||||||
|
|
|
|
|||||||||||||
Net impact, recorded in Amortization expenses |
$ | 91.8 | $ | 72.3 | ||||||||||||
|
|
|
|
(CC) | Reflects change in depreciation expense included in cost of sales and selling, general, and administrative (SG&A) expenses related to step-up in value of PP&E acquired. |
20
Estimated Useful life (in years) |
Preliminary Estimated Asset Fair Value |
Depreciation for the year ended December 31, 2021 |
Depreciation for the nine months ended September 30, 2022 |
|||||||||||||
Land |
n.a. | $ | 17.9 | $ | | $ | | |||||||||
Buildings |
20 | 56.2 | 2.8 | 2.1 | ||||||||||||
Leasehold improvements |
20 | 54.5 | 2.7 | 2.0 | ||||||||||||
Plant and machinery |
8.5 | 138.5 | 16.3 | 12.2 | ||||||||||||
Administrative equipment |
2.5 | 9.5 | 3.8 | 2.9 | ||||||||||||
Leasehold improvement |
6 | 2.4 | 0.4 | 0.3 | ||||||||||||
Assets under construction |
n.a. | 5.8 | | | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total property, plant and equipment: |
$ | 284.8 | $ | 26.0 | $ | 19.5 | ||||||||||
Cost of sales |
13.9 | 12.8 | ||||||||||||||
SG&A |
12.1 | 6.7 | ||||||||||||||
Less: Historical depreciation expense |
||||||||||||||||
Cost of sales |
(17.8 | ) | (15.0 | ) | ||||||||||||
SG&A |
(15.4 | ) | (7.8 | ) | ||||||||||||
|
|
|
|
|||||||||||||
Net impact: |
||||||||||||||||
Cost of sales |
$ | (3.9 | ) | $ | (2.2 | ) | ||||||||||
SG&A |
$ | (3.3 | ) | $ | (1.1 | ) | ||||||||||
|
|
|
|
(DD) | Reflects estimated nonrecurring acquisition-related expenses expected to be incurred by Chart. These nonrecurring expenses are not anticipated to affect the combined statement of income beyond twelve months after the transaction date. |
(EE) | Reflects the estimated income tax impact related to the pro forma adjustments. Tax-related adjustments are based upon an estimated tax rate of 19% on derivatives and 25% on other adjustments. |
(FF) | Reflects the derecognition of gain on an interest rate swap and cross currency swap related to the repayment of Howdens historical debts. |
21
(GG) | The following adjustments to interest expense reflect the estimated interest expense and financing costs amortization to be incurred by Chart as a result of the financing, reversal of debt interest and amortization of transaction costs, bridge loan commitment fees and fees paid for the revolving credit facility: |
Interest expense for the year ended December 31, 2021 |
Interest expense for the nine months ended September 30, |
|||||||
Term loan facility (excluding amortization of debt issuance costs) |
$ | 112.9 | $ | 73.5 | ||||
Senior secured notes (excluding amortization of debt issuance costs) |
104.5 | 78.4 | ||||||
Senior unsecured notes (excluding amortization of debt issuance costs) |
67.3 | 50.5 | ||||||
Amortization of debt issuance costs related to new term loan facility, senior secured notes and senior unsecured notes |
20.1 | 14.1 | ||||||
Bridge loan commitment fee |
50.6 | | ||||||
Write-off of Howdens historical debt issuance costs |
48.5 | | ||||||
Amortization of fees paid for modification of Charts revolving credit facility |
1.5 | 1.1 | ||||||
|
|
|
|
|||||
Total |
405.4 | 217.6 | ||||||
Less: Howdens historical interest expense |
(94.2 | ) | (80.9 | ) | ||||
Less: Howdens historical debt issuance cost amortization |
(10.5 | ) | (8.5 | ) | ||||
|
|
|
|
|||||
Pro Forma adjustment to interest expense |
$ | 300.7 | $ | 128.2 | ||||
|
|
|
|
|||||
Net impact on Interest expense, net |
$ | 190,5 | $ | 121.5 | ||||
Net impact on Financing costs amortization |
$ | 110.2 | $ | 6.7 |
The term loan facility above carries a variable rate of interest and the notes offered hereby will carry different interest rates and have not yet been determined. The assumed weighted average interest rate for this purpose is 9.1%. An increase/decrease of 1/8th percent in the interest rate results in an increase/decrease in Interest expense, net of $1.6 million and $1.0 million for the year ended December 31, 2021, and the nine months ended September 30, 2022, respectively.
Note 4. Earnings Per Share
The following tables set forth the computation of pro forma basic and diluted loss per share for the nine months ended September 30, 2022, and for the year ended December 31, 2021. Amounts are stated in millions of U.S. dollars, except per share/unit amounts. Weighted average number of common shares outstanding (Diluted) include the common shares issuable upon conversion of Series A Cumulative Participating Convertible Preferred Stock, which were issued as part of consideration for the transaction.
22
Year ended December 31, 2021 |
Nine months ended September 30, 2022 |
|||||||
Numerator (Basic and Diluted): |
||||||||
Pro Forma net loss |
$ | (281.6 | ) | $ | (104.4 | ) | ||
Less: Mandatory 6% yield on Series A Convertible Preferred Stock |
(66.0 | ) | (49.5 | ) | ||||
|
|
|
|
|||||
Undistributed loss available to common stockholders |
$ | (347.6 | ) | $ | (153.9 | ) | ||
Denominator (in millions): |
||||||||
Weighted average number of common shares outstanding (Basic) |
35.61 | 35.85 | ||||||
Weighted average number of common shares outstanding (Diluted) |
48.97 | 49.26 | ||||||
Pro Forma net loss per share: |
||||||||
Basic |
$ | (9.76 | ) | $ | (4.29 | ) | ||
Diluted (1) |
$ | (9.76 | ) | $ | (4.29 | ) |
(1) | Zero incremental shares are included in the computation of pro forma net loss per share because to do so would be anti-dilutive. |
23
Document and Entity Information |
Dec. 05, 2022 |
---|---|
Cover [Abstract] | |
Entity Registrant Name | CHART INDUSTRIES INC |
Amendment Flag | false |
Entity Central Index Key | 0000892553 |
Document Type | 8-K |
Document Period End Date | Dec. 05, 2022 |
Entity Incorporation State Country Code | DE |
Entity File Number | 001-11442 |
Entity Tax Identification Number | 34-1712937 |
Entity Address, Address Line One | 2200 Airport Industrial Drive |
Entity Address, Address Line Two | Suite 100 |
Entity Address, City or Town | Ball Ground |
Entity Address, State or Province | GA |
Entity Address, Postal Zip Code | 30107 |
City Area Code | (770) |
Local Phone Number | 721-8800 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common stock, par value $0.01 |
Trading Symbol | GTLS |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
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