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EX-99.3 - EX-99.3 - KMG CHEMICALS INCkmg-ex993_161.htm
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Exhibit 99.1

FLOWCHEM HOLDINGS, LLC

AND SUBSIDIARIES

 

Consolidated Financial Statements

 

As of December 31, 2016 and 2015 and for Each of the

Three Years in the Period Ended December 31, 2016

 

 

 

 


FLOWCHEM HOLDINGS, LLC AND SUBSIDIARIES

 

Contents

 

 

 

Page

 

 

Independent Auditor’s Report

3

 

 

Consolidated Financial Statements

 

 

 

Consolidated Balance Sheets as of December 31, 2016 and 2015

4

 

 

Consolidated Statements of Income and Members’ Equity for the Years Ended December 31, 2016, 2015 and 2014

5

 

 

Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015 and 2014

6

 

 

Notes to Consolidated Financial Statements

7 - 17

 

 

 

2


 

Tel: 713-960-1706

Fax: 713-960-9549

www.bdo.com

 

2929 Allen Parkway, 20th Floor

Houston, TX 77019

 

Independent Auditor’s Report

 

To the Members of

Flowchem Holdings, LLC and Subsidiaries

Waller, Texas

 

We have audited the accompanying consolidated financial statements of Flowchem Holdings, LLC and Subsidiaries (collectively, the “Company”), which comprise the consolidated balance sheets as of December 31, 2016 and 2015, and the related consolidated statements of income and members’ equity, and cash flows for each of the three years in the period ended December 31, 2016, and the related notes to the consolidated financial statements.

 

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.  We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements 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 entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Flowchem Holdings, LLC and Subsidiaries as of December 31, 2016 and 2015, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2016 in accordance with accounting principles generally accepted in the United States of America.

 

/s/ BDO USA, LLP

 

June 14, 2017

 

BDO USA, LLP, a Delaware limited liability partnership, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

 

BDO is the brand name for the BDO network and for each of the BDO Member Firms.

3


 

Consolidated Financial Statements

 

 

 

 


FLOWCHEM HOLDINGS, LLC AND SUBSIDIARIES

 

Consolidated Balance Sheets

 

 

December 31,

 

2016

 

 

2015

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

6,592,281

 

 

$

7,657,718

 

Receivables, net

 

 

16,187,180

 

 

 

12,199,807

 

Inventories

 

 

4,304,426

 

 

 

4,808,939

 

Other current assets

 

 

309,282

 

 

 

136,929

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 

 

27,393,169

 

 

 

24,803,393

 

 

 

 

 

 

 

 

 

 

Property, Plant, and Equipment, net

 

 

20,585,565

 

 

 

15,438,837

 

 

 

 

 

 

 

 

 

 

Other Intangible Assets, net

 

 

53,337,633

 

 

 

60,072,292

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

116,369,900

 

 

 

116,369,900

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

217,686,267

 

 

$

216,684,422

 

 

 

 

 

 

 

 

 

 

Liabilities and Members’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$

3,901,351

 

 

$

4,064,280

 

Accrued expenses

 

 

1,188,416

 

 

 

2,258,459

 

Accrued interest

 

 

555,413

 

 

 

677,264

 

Income taxes payable

 

 

109,885

 

 

 

123,383

 

Current portion of capital lease obligations

 

 

146,371

 

 

 

113,977

 

Current maturities of debt, net of debt discount and debt issuance costs

 

 

6,219,357

 

 

 

5,909,235

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

 

12,120,793

 

 

 

13,146,598

 

 

 

 

 

 

 

 

 

 

Capital Lease Obligations, net of current portion

 

 

-

 

 

 

96,411

 

 

 

 

 

 

 

 

 

 

Long-Term Debt, net of current maturities and debt discount and debt issuance costs

 

 

89,738,286

 

 

 

110,982,681

 

 

 

 

 

 

 

 

 

 

Deferred Income Taxes

 

 

1,144,379

 

 

 

691,000

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

103,003,458

 

 

 

124,916,690

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies (Note 3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Members’ Equity

 

 

114,682,809

 

 

 

91,767,732

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Members’ Equity

 

$

217,686,267

 

 

$

216,684,422

 

 

See accompanying notes to consolidated financial statements.

 

4


FLOWCHEM HOLDINGS, LLC AND SUBSIDIARIES

 

Consolidated Statements of Income and Members’ Equity

 

 

Year Ended December 31,

 

2016

 

 

2015

 

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

$

83,604,114

 

 

$

75,447,328

 

 

$

56,873,896

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Sales

 

 

41,537,239

 

 

 

37,445,007

 

 

 

30,010,269

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

 

42,066,875

 

 

 

38,002,321

 

 

 

26,863,627

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

4,334,973

 

 

 

4,295,918

 

 

 

2,915,716

 

Management fees

 

 

336,260

 

 

 

616,952

 

 

 

973,454

 

Amortization expense

 

 

6,734,658

 

 

 

6,734,658

 

 

 

6,734,658

 

Other operating expenses (Note 5)

 

 

3,137,039

 

 

 

620,240

 

 

 

277,601

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

 

14,542,930

 

 

 

12,267,768

 

 

 

10,901,429

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from Operations

 

 

27,523,945

 

 

 

25,734,553

 

 

 

15,962,198

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (Income) and Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

8,333,259

 

 

 

10,983,515

 

 

 

10,745,665

 

Loss on early extinguishment of debt

 

 

-

 

 

 

577,151

 

 

 

-

 

(Gain) loss from insurance claims

 

 

(4,244,272

)

 

 

119,838

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Other Expenses

 

 

4,088,987

 

 

 

11,680,504

 

 

 

10,745,665

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income Before Income Tax Expense

 

 

23,434,958

 

 

 

14,054,049

 

 

 

5,216,533

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income Tax Expense

 

 

519,881

 

 

 

21,052

 

 

 

75,571

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

 

22,915,077

 

 

 

14,032,997

 

 

 

5,140,962

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Members’ Equity - beginning of year

 

 

91,767,732

 

 

 

106,734,735

 

 

 

101,593,773

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions

 

 

-

 

 

 

(29,000,000

)

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Members’ Equity - end of year

 

$

114,682,809

 

 

$

91,767,732

 

 

$

106,734,735

 

 

See accompanying notes to consolidated financial statements.

 

5


FLOWCHEM HOLDINGS, LLC AND SUBSIDIARIES

 

Consolidated Statements of Cash Flows

 

 

Year Ended December 31,

 

2016

 

 

2015

 

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

22,915,077

 

 

$

14,032,997

 

 

$

5,140,962

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

8,386,482

 

 

 

8,098,321

 

 

 

7,811,717

 

Amortization of debt discount and debt issuance costs

 

 

889,914

 

 

 

675,520

 

 

 

604,055

 

Loss on early extinguishment of debt

 

 

-

 

 

 

577,151

 

 

 

-

 

Provision for bad debt expense

 

 

-

 

 

 

25,004

 

 

 

138,492

 

Interest paid-in-kind to members'

 

 

-

 

 

 

166,255

 

 

 

665,914

 

Deferred taxes

 

 

453,379

 

 

 

(66,000

)

 

 

-

 

Loss on disposal of property, plant and equipment

 

 

11,075

 

 

 

620,240

 

 

 

-

 

(Gain) loss from insurance claims

 

 

(4,244,272

)

 

 

119,838

 

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Receivables

 

 

(3,987,373

)

 

 

(3,521,917

)

 

 

(2,683,097

)

Inventories

 

 

504,513

 

 

 

(1,433,571

)

 

 

(607,240

)

Other current assets

 

 

(172,353

)

 

 

272,364

 

 

 

(319,357

)

Accounts payable

 

 

(2,055,823

)

 

 

1,369,990

 

 

 

1,275,890

 

Accrued expenses

 

 

(1,070,043

)

 

 

547,564

 

 

 

1,426,546

 

Accrued interest

 

 

(121,851

)

 

 

198,621

 

 

 

61,560

 

Income taxes payable

 

 

(13,498

)

 

 

21,975

 

 

 

41,408

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Provided By Operating Activities

 

 

21,495,227

 

 

 

21,704,352

 

 

 

13,556,850

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from disposal of assets

 

 

494,637

 

 

 

-

 

 

 

-

 

Proceeds from insurance claim

 

 

6,137,166

 

 

 

-

 

 

 

-

 

Purchases of property, plant, and equipment

 

 

(7,304,263

)

 

 

(5,355,097

)

 

 

(2,312,754

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Used In Investing Activities

 

 

(672,460

)

 

 

(5,355,097

)

 

 

(2,312,754

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

Principal payments for capital lease obligations

 

 

(64,017

)

 

 

(70,063

)

 

 

(67,819

)

Proceeds from long-term debt, net of discount

 

 

-

 

 

 

60,832,305

 

 

 

-

 

Payments on long-term debt - affiliate

 

 

-

 

 

 

(33,879,183

)

 

 

-

 

Payments on long-term debt

 

 

(21,824,187

)

 

 

(15,898,476

)

 

 

(3,850,000

)

Distributions to members

 

 

-

 

 

 

(29,000,000

)

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Used In Financing Activities

 

 

(21,888,204

)

 

 

(18,015,417

)

 

 

(3,917,819

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (Decrease) Increase in Cash and Cash Equivalents

 

 

(1,065,437

)

 

 

(1,666,162

)

 

 

7,326,277

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents - Beginning of Year

 

 

7,657,718

 

 

 

9,323,880

 

 

 

1,997,603

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents - End of Year

 

$

6,592,281

 

 

$

7,657,718

 

 

$

9,323,880

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Information

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

7,565,196

 

 

$

8,770,722

 

 

$

9,414,136

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for income taxes, net of refunds

 

$

80,000

 

 

$

65,077

 

 

$

4,163

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Cash Investing Activities

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill measurement period adjustments

 

$

-

 

 

$

-

 

 

$

918,321

 

Transfer of equipment to inventory

 

$

-

 

 

$

67,751

 

 

$

-

 

 

See accompanying notes to consolidated financial statements.

 

 

6


FLOWCHEM HOLDINGS, LLC AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

 

1.

Organization and Nature of Operations

 

Flowchem Holdings, LLC (“Holdings”) is a Delaware limited liability company which was formed in October 2013. Effective December 6, 2013, Holdings acquired Flowchem Ltd. and Subsidiaries and then simultaneously merged Flowchem Ltd. into Flowchem, LLC (“Flowchem”) at which time planned principal operations commenced. Holdings is primarily engaged in manufacturing and distribution of chemical drag reduction agents for use in the crude and refined oil pipeline industry worldwide as well as providing field and delivery services for its customers. The Company is headquartered in Waller, Texas.

 

The Holdings operating agreement states that Holdings will remain in existence until termination and dissolution in accordance with the Members’ agreement.

 

2.

Summary of Significant Accounting Policies

 

Basis of Presentation

 

Holdings prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of Flowchem Holdings, LLC and its wholly-owned subsidiaries, FLX, Inc., MPower Specialty Chemicals, LLC, Flowchem, LLC, Flowchem Intermediate Holdings, LLC, Flowchem Acquisition, LLC, and Flowchem Export Company (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated upon consolidation.

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions used in preparing the accompanying consolidated financial statements.

 

Cash and Cash Equivalents

 

For purposes of the consolidated statements of cash flows, the Company considers all short-term, highly liquid investments with maturities of three months or less to be cash equivalents.

 

The Company maintains cash in financial institutions which may at times exceed federally insured limits. The Company monitors the financial condition of these financial institutions and has not experienced any losses associated with these accounts.

 

7


FLOWCHEM HOLDINGS, LLC AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

 

Accounts Receivable and Allowance for Doubtful Accounts

 

The Company performs ongoing credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers. The allowance for doubtful accounts is based upon the expected collectability of all accounts receivable including review of agings and current economic conditions. Accounts are written off when all reasonable internal and external collection efforts have been performed. Actual write-offs may be in excess of estimated allowance. At December 31, 2016 and 2015, the Company has recorded an allowance for doubtful accounts of approximately $108,000 and $134,000, respectively.

 

Inventories

 

Inventories are valued at the lower of cost or market. Cost is determined by the weighted average method. Costs of processed and blended items include materials, labor, and overhead.

 

Inventories consist of the following:

 

December 31,

 

2016

 

 

2015

 

 

 

 

 

 

 

 

 

 

Finished goods

 

$

1,281,340

 

 

$

2,011,561

 

Work-in-progress

 

 

2,372,000

 

 

 

1,917,257

 

Raw materials

 

 

651,086

 

 

 

880,121

 

 

 

 

 

 

 

 

 

 

Inventories

 

$

4,304,426

 

 

$

4,808,939

 

 

The Company’s policy is to record inventory obsolescence as a reduction to its inventory based on a review of inventory quantities on hand and estimated sales forecasts based on sales history and anticipated future demand. At December 31, 2016 and 2015, no inventory obsolescence reserves were established by the Company.

 

Property, Plant, and Equipment

 

Property, plant, and equipment is recorded at cost less accumulated depreciation. Ordinary maintenance and repairs are charged to expense as incurred. Expenditures that extend the physical or economic life of the assets are capitalized and depreciated over the remaining useful life. Gains or losses on the disposition of assets sold are recognized in income and the related asset and accumulated depreciation accounts are adjusted accordingly.

 

8


FLOWCHEM HOLDINGS, LLC AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

 

Property, plant, and equipment consist of the following:

 

 

 

Estimated

 

 

 

 

 

 

 

 

 

December 31,

 

Useful Lives

 

 

2016

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

Land

 

-

 

 

$

1,426,547

 

 

$

341,981

 

Plant

 

33 years

 

 

 

2,505,350

 

 

 

2,089,587

 

Building

 

15 years

 

 

 

3,323,576

 

 

 

3,312,406

 

Equipment & machinery

 

3-10 years

 

 

 

10,584,612

 

 

 

9,044,860

 

Autos & trucks

 

5 years

 

 

 

2,133,952

 

 

 

1,447,354

 

 

 

 

 

 

 

 

19,974,037

 

 

 

16,236,188

 

Less: accumulated depreciation

 

 

 

 

 

 

(3,926,637

)

 

 

(2,321,641

)

 

 

 

 

 

 

 

16,047,400

 

 

 

13,914,547

 

Equipment not yet placed in service

 

 

 

 

 

 

4,538,165

 

 

 

1,524,290

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant, and equipment, net

 

 

 

 

 

$

20,585,565

 

 

$

15,438,837

 

 

Provisions for depreciation have been computed, on a straight-line basis, over the estimated useful lives of the assets. Depreciation expense was approximately $1,652,000, $1,364,000 and $1,077,000 for the years ended December 31, 2016, 2015 and 2014, respectively, and is included in cost of sales in the consolidated statements of income and members’ equity.

 

In July 2015, the Company’s Brookshire facility suffered a loss due to fire.  Facility building and equipment were destroyed in the fire.  The loss was covered by the Company’s insurance policy, and all related insurance claims were settled as of December 31, 2016.  The Company recognized a gain (loss) of approximately $4,244,000 and $(119,000) from insurance proceeds net of related costs for the years ended December 31, 2016 and 2015, respectively.

 

Goodwill and Indefinite Lived Intangible Assets

 

Goodwill represents the excess of acquisition consideration paid over the fair value of identifiable net tangible and identifiable intangible assets acquired.  Goodwill acquired in a business combination is not amortized, but instead tested for impairment at least annually or when indicators of impairment are present.

 

The Company performs a qualitative assessment of the fair value of its reporting unit before calculating the fair value of the reporting unit in step one of the two-step goodwill impairment model. Based on qualitative assessments as of December 31, 2016 and 2015, the Company determined it was more likely than not that the reporting unit’s fair value is greater than its carrying value, the remaining impairment steps were unnecessary.

 

9


FLOWCHEM HOLDINGS, LLC AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

 

Other Intangible Assets

 

The Company’s other intangible assets represent the fair value of finite lived intangible assets acquired in connection with business acquisitions, net of estimated amortization, and include customer relationships, patents and non-compete covenants. Intangible assets with finite useful lives are amortized either on a straight-line basis over the asset’s estimated useful life or on a basis that reflects the pattern in which the economic benefits of the intangible assets are realized.

 

Other intangible assets also include indefinite lived trade names, which are not amortized, but tested for impairment annually or more frequently if circumstances indicate that impairment may exist. Based on qualitative assessments as of December 31, 2016 and 2015, the Company determined it was more likely than not that the fair value of the indefinite lived trade names were greater than their carrying value and the remaining impairment step was unnecessary.

 

Impairment of Long-Lived Assets

 

Long-lived assets, including property, plant, and equipment, and other intangible assets with defined lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. An impairment loss is recorded in the period in which it is determined that the carrying amount is not recoverable. The determination of recoverability is made based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. The measurement of an impairment loss for long-lived assets is based on the asset’s estimated fair value. No such impairment was recorded for the years ended December 31, 2016, 2015 and 2014.

 

Members’ Capital Accounts

 

Capital contributions are recorded on the date of contribution at cost. The profits and losses of the Company are allocated in accordance with the Member Agreement. The Company’s capital structure consists of one class of common units (105,677,606 authorized and outstanding) as well as profits interest units (“PI Units”), which can be issued to employees, managers, directors or consultants of the Company with the approval of the Members. Pursuant to the Member Agreement, holders of the PI Units have no voting rights. The PI Units contain certain performance and service requirements and generally entitle the holder to a profits interest upon a Qualifying Event (as defined in the PI Units grant agreement). No expense has been recognized in the accompanying consolidated financial statements as the likelihood of the Qualifying Event is not probable as of December 31, 2016.  PI Unit activities for the years ended December 31, 2016, 2015 and 2014 were as follows:

 

Year Ending December 31,

2016

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

Units at January 1,

 

10,802,640

 

 

8,512,950

 

 

-

 

Granted

 

939,360

 

 

2,289,690

 

 

8,512,950

 

Forfeited

 

(469,680

)

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31,

 

11,272,320

 

 

10,802,640

 

 

8,512,950

 

 

10


FLOWCHEM HOLDINGS, LLC AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

 

During 2015, the Members received distributions of $29,000,000 which were paid on February 27, 2015 (for $9,000,000) and October 10, 2015 (for $20,000,000). The Members, who are holders of the common units, are entitled to preferential distributions and specific allocations of profits and losses. In accordance with the Member Agreement, the Members are also entitled to a 10% cumulative preferred return on their unreturned capital contributions, which are accrued but undeclared on a quarterly basis. Cumulative preferred returns in arrears associated with Member interests as of December 31, 2016 and 2015 were approximately $28,336,000 and $20,648,000, respectively.

 

Revenue Recognition

 

The vast majority of the Company’s revenue represents sales of chemical products. The Company recognizes revenue when each of the following four criteria are met: 1) a contract or sales arrangement exists; 2) title and risk of loss transfers to the customer upon shipment for Freight On Board (“FOB”) shipping point sales or when the Company receives confirmation of receipt and acceptance by the customer for FOB destination sales; 3) the price of the products is fixed or determinable; and 4) collectability is reasonably assured. Recognized revenue is net of sales taxes and customer discounts.

 

Income Taxes

 

Under existing provisions of the Internal Revenue Code, the default classification of a multi-member limited liability company is a partnership unless a check-the-box election is made to tax the entity as a corporation. The Company, having not made such an election, is treated as a partnership, and therefore, the income or loss is passed through to the members for federal income tax purposes. Accordingly, no provision for federal income taxes has been included in the accompanying consolidated financial statements and the Members will record any income or loss impact in their respective income tax returns. Furthermore, the remaining subsidiaries of the Company, excluding FLX, Inc., are treated as disregarded entities for filing purposes and their results are included in the Company’s partnership income tax return.

 

The Company’s subsidiary FLX, Inc. is subject to federal income taxes, thus the Company records deferred tax liabilities which primarily relate to differences associated with the book and tax carrying values of property, plant and equipment, as well as net operating losses (“NOL”). At December 31, 2016, FLX, Inc. had NOL carryforwards of approximately $1,077,000 that will expire through 2035, if not utilized. Deferred tax expenses (benefits) related to these differences were $453,379, ($66,000) and $0 for the years ended December 31, 2016, 2015 and 2014, respectively.

 

The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities are as follows:

 

December 31,

 

2016

 

 

2015

 

 

 

 

 

 

 

 

 

 

Deferred tax assets:

 

 

 

 

 

 

 

 

Net operating loss carryforwards

 

$

366,240

 

 

$

463,327

 

 

 

 

 

 

 

 

 

 

Total deferred tax assets

 

 

366,240

 

 

 

463,327

 

 

 

 

 

 

 

 

 

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

Property, plant and Equipment

 

 

(1,510,619

)

 

 

(1,154,327

)

 

 

 

 

 

 

 

 

 

Total deferred tax liabilities

 

 

(1,510,619

)

 

 

(1,154,327

)

 

 

 

 

 

 

 

 

 

Net Deferred Tax Liabilities

 

$

(1,144,379

)

 

$

(691,000

)

11


FLOWCHEM HOLDINGS, LLC AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

 

The Company and each of its subsidiaries are subject to the Texas Margin Tax, which is determined by applying a tax rate to a base that considers both revenue and expenses, and is reflected in income tax expense on the accompanying consolidated statements of income and members’ equity. The Company files a single unitary return reporting the results of the Company and its subsidiaries. The provision for state income taxes of approximately $67,000, $87,000, and $76,000 have been included in the accompanying consolidated statements of income and members’ equity for the years ended December 31, 2016, 2015 and 2014, respectively. State income taxes payable at December 31, 2016 and 2015 are approximately $110,000 and $123,000, respectively.

 

The Company accounts for uncertainty in income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the consolidated financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is made as to whether it is more likely than not that an income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the consolidated financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. As of December 31, 2016 and 2015, there are no uncertain tax positions related to federal and state income taxes. As such, there were no amounts that had been accrued as of December 31, 2016 and 2015 with respect to uncertain tax positions related to the federal and state taxes as the Company believes that there are no tax positions taken or expected to be taken that would significantly increase or decrease unrecognized tax benefits within twelve months of the reporting date.

 

The income tax position taken is that the Company, with exception to its subsidiary FLX, Inc., is exempt from federal income taxes by virtue of being a pass-through entity. Management believes this tax position meets the more-likely-than-not threshold and, accordingly, no federal income tax liability or benefit has been recognized for the years ended December 31, 2016, 2015 and 2014.

 

The Company records income tax related interest and penalties, if applicable, as a component of the provision for income tax expense. There were no amounts recognized relating to interest and penalties in the consolidated statements of income and members’ equity for the years ended December 31, 2016, 2015 and 2014.

 

The Company’s federal and state income tax returns for the period from date of formation as discussed in Note 1 through December 31, 2016 are subject to examination by the IRS and respective states.

 

Shipping and Handling Costs

 

Shipping and handling costs associated with the distribution of the Company’s products are recorded in cost of sales.

 

Fair Value of Financial Instruments

 

The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivables, accounts payable, accrued expenses, capital leases and long-term debt. The carrying amount of such instruments approximates fair value due to their short term nature. The carrying value of long-term debt approximates fair value because of the market interest rate of the debt.

 

12


FLOWCHEM HOLDINGS, LLC AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

 

Subsequent Events

 

The Company evaluates events and transactions occurring after the consolidated balance sheet date, but before the consolidated financial statements are available to be issued. The Company has evaluated such events and transactions through June 14, 2017, the date the consolidated financial statements were available for issuance. See Note 7.

 

Other Intangible Assets

 

Other intangible assets consist of the following:

 

 

 

December 31, 2016

 

 

 

Estimated

 

Original

 

 

Accumulated

 

 

Net

 

 

 

Useful Lives

 

Amount

 

 

Amortization

 

 

Amount

 

Trade names

 

Indefinite

 

$

12,314,000

 

 

$

-

 

 

$

12,314,000

 

Customer relationships

 

8 years

 

 

37,529,000

 

 

 

(14,412,178

)

 

 

23,116,822

 

Patents

 

12 years

 

 

23,944,000

 

 

 

(6,130,107

)

 

 

17,813,893

 

Non-compete covenant

 

5 years

 

 

241,000

 

 

 

(148,082

)

 

 

92,918

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

$

74,028,000

 

 

$

(20,690,367

)

 

$

53,337,633

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2015

 

 

 

Estimated

 

Original

 

 

Accumulated

 

 

Net

 

 

 

Useful Lives

 

Amount

 

 

Amortization

 

 

Amount

 

Trade names

 

Indefinite

 

$

12,314,000

 

 

$

-

 

 

$

12,314,000

 

Customer relationships

 

8 years

 

 

37,529,000

 

 

 

(9,721,053

)

 

 

27,807,947

 

Patents

 

12 years

 

 

23,944,000

 

 

 

(4,134,774

)

 

 

19,809,226

 

Non-compete covenant

 

5 years

 

 

241,000

 

 

 

(99,881

)

 

 

141,119

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

$

74,028,000

 

 

$

(13,955,708

)

 

$

60,072,292

 

 

Amortization expense for the finite-lived other intangible assets was approximately $6,735,000 for each of the years ended December 31, 2016, 2015 and 2014.

 

13


FLOWCHEM HOLDINGS, LLC AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

 

As of December 31, 2016, future amortization expense for other intangible assets is as follows:

 

Year Ending December 31,

 

 

 

 

 

 

 

 

 

2017

 

$

6,734,658

 

2018

 

 

6,731,177

 

2019

 

 

6,686,458

 

2020

 

 

6,686,458

 

2021

 

 

6,347,655

 

Thereafter

 

 

7,837,227

 

 

 

 

 

 

 

 

$

41,023,633

 

 

Long-Term Debt and Long-Term Debt - Affiliate

 

On December 6, 2013, the Company entered into a Senior Secured Credit Agreement (“Credit Agreement”) with various financial institutions for an original amount of $77,000,000. On October 9, 2015, the Company modified its Credit Agreement to increase the original amount borrowed. The modified agreement allowed the Company to borrow an additional amount of approximately $62,000,000 before fees paid to the institutions of approximately $1,400,000. As part of the modification, the $1,400,000 was treated as a discount to the principal balance and is being amortized to interest expense over the life of the Credit Agreement using the straight line method which approximates the effective interest method. Amortization expense related to the debt discount was approximately $443,000, $111,000 and $0 for the years ended December 31, 2016, 2015 and 2014, respectively, and is included in interest expense in the consolidated statements of income and members’ equity. A portion of the proceeds were used to pay off long-term debt with an affiliate, as well as make equity distributions to its members. The Company had approximately $97,663,000 and $118,195,000 outstanding under the Credit Agreement as of December 31, 2016 and 2015, respectively.

 

Under the Credit Agreement, the Company also obtained access to a revolving credit facility in an aggregate principal amount not to exceed $7,500,000, which may be used for general working capital purposes, capital expenditures, and permitted acquisitions. The unused borrowing capacity is subject to a commitment fee of 0.5% per year and all outstanding amounts under the revolving credit facility are due upon maturity of the Credit Agreement on December 6, 2018. There were no amounts outstanding on the revolving credit facility as of December 31, 2016 and 2015.

 

Outstanding amounts under the Credit Agreement bear interest at LIBOR or a base rate, plus an applicable margin that ranges from 7.00% to 7.50% for base rate loans and from 6.00% to 6.50% for LIBOR loans, based upon the Company’s leverage ratio on a consolidated basis. At December 31, 2016, interest on the Credit Agreement was 6.50%.

 

The outstanding principal balance of the Credit Agreement is scheduled to be repaid through varying periodic principal payments with all remaining unpaid interest and principal due upon maturity at December 6, 2018. In addition to the scheduled periodic payments, the Company is required to pay an additional principal amount equal to the difference between (i) 50% of the Excess Cash Flow of the Company’s fiscal year (as defined in the Credit Agreement) minus (ii) the aggregate amount of optional prepayments of the Credit Agreement made during the fiscal year. As part of the 2015 Credit Agreement modification, the Company received a waiver deferring the Excess Cash Flow requirement until 2017.


14


FLOWCHEM HOLDINGS, LLC AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

 

On December 6, 2013, the Company entered into a Senior Subordinated Note Purchase Agreement (“Note Agreement”) with certain members of the Company. Borrowings under the Note Agreement bore interest at 13%, of which each fiscal quarter 11% was paid in cash and 2% could be capitalized to the principal balance of the Note Agreement or paid in cash at the option of the Company. On October 9, 2015, this note was paid in full in conjunction with the modifications made to the Credit Agreement described above. The amount of related party interest expense paid under the Note Agreement during 2015 and 2014 was approximately $4,407,000 and $4,328,000, respectively.

 

The Credit Agreement is secured by all property and assets of the Company and the Note Agreement was subordinated to the Credit Agreement. Furthermore, the Credit Agreement obligates the Company to comply with customary affirmative, financial, and restrictive covenants including financial reporting, governance, and notification requirements. At December 31, 2016, the Company was in compliance with these requirements.

 

Effective January 1, 2016, the Company adopted ASU 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs,” which requires debt issuance costs to be presented in the consolidated balance sheet as a direct deduction from the carrying value of the associated debt liabilities, and amortization of those costs should be reported as interest expenses.  This new guidance required retrospective application for each period presented in the consolidated balance sheet. Adoption of this guidance resulted in the reclassification of approximately $1,303,000 of unamortized debt issuance costs to the long-term portion of the Company’s debt as of December 31, 2015.

 

During 2015, as part of obtaining additional financing from its senior lender, the Company wrote off approximately $577,000 in previous debt issue costs related to the senior subordinated note which is included in loss on early extinguishment of debt on the accompanying consolidated statements of income and members’ equity. Amortization expense related to debt issue costs for the years ended December 31, 2016, 2015 and 2014 was approximately $447,000, $565,000 and $604,000, respectively.

 

Future maturities of long-term debt as of December 31, 2016 are as follows:

 

 

 

 

 

 

 

Unamortized Debt

 

 

 

 

 

 

 

 

 

 

 

Discount and Debt

 

 

 

 

 

Year Ending December 31,

 

Debt

 

 

Issuance Costs

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

$

6,658,865

 

 

$

(439,508

)

 

$

6,219,357

 

2018

 

 

91,004,448

 

 

 

(1,266,162

)

 

 

89,738,286

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

97,663,313

 

 

$

(1,705,670

)

 

$

95,957,643

 

 

3.

Commitments and Contingencies

 

From time to time the Company may be involved in claims and litigation arising in the ordinary course of business. Because there are inherent uncertainties in the ultimate outcome of such matters, it is presently not possible to determine the ultimate outcome of any potential claims or litigation against the Company; however, management believes that the outcome of such matters will not have a material adverse effect on the Company’s financial position, results of operation or liquidity.

 

15


FLOWCHEM HOLDINGS, LLC AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

 

The Company leases equipment under non-cancelable capital and operating leases which expire at various dates through 2017. Total rent expense in connection with operating leases, including those for equipment leased under cancelable lease terms, for the years ended December 31, 2016, 2015 and 2014 was approximately $10,000, $9,300 and $8,500, respectively. Approximate future minimum lease payments are as follows:

 

Year Ending December 31,

 

Operating

 

 

Capital

 

 

 

 

 

 

 

 

 

 

2017

 

$

10,790

 

 

$

160,316

 

 

 

 

 

 

 

 

 

 

Total minimum lease payments

 

$

10,790

 

 

 

160,316

 

 

 

 

 

 

 

 

 

 

Less: amount representing interest

 

 

 

 

 

 

(13,945

)

 

 

 

 

 

 

 

 

 

Present value of net minimum lease payments

 

 

 

 

 

$

146,371

 

 

The following describes property and equipment which have been classified as capital leases:

 

December 31,

2016

 

 

2015

 

 

 

 

 

 

 

 

 

Autos and trucks

$

320,000

 

 

$

320,000

 

 

 

320,000

 

 

 

320,000

 

 

 

 

 

 

 

 

 

Less: accumulated amortization

 

(200,417

)

 

 

(135,417

)

 

 

 

 

 

 

 

 

Property and Equipment, net

$

119,583

 

 

$

184,583

 

 

4.

Related Party Transactions

 

For the years ended December 31, 2016, 2015 and 2014, the Company recognized approximately $336,000, $617,000 and $973,000, respectively, in management fees with the majority member of the Company, which is included in the accompanying consolidated statements of income and members’ equity. At December 31, 2016 and 2015, approximately $81,000 and $0, respectively, was due to the majority member.

 

During 2015 and through September 2016, the Company had a shared services arrangement with another portfolio company of the majority member whereby certain administrative services and personnel costs were shared.

 

Refer to Note 2 for information related to distributions made to Members and for information related to the Company’s long-term debt with an affiliate.

 

16


FLOWCHEM HOLDINGS, LLC AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

 

5.

Other Operating Expenses

 

The Company incurred other expenses included in the accompanying consolidated statements of income and members’ equity, as follows:

 

Year Ending December 31,

 

2016

 

 

2015

 

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Legal expenses and other related expenses(1)

 

$

2,205,625

 

 

$

-

 

 

$

-

 

Severance expenses

 

 

890,249

 

 

 

-

 

 

 

-

 

Loss on disposal of property, plant and equipment

 

 

11,075

 

 

 

620,240

 

 

 

-

 

Transaction costs

 

 

-

 

 

 

-

 

 

 

277,601

 

Other

 

 

30,090

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

3,137,039

 

 

$

620,240

 

 

$

277,601

 

 

 

(1)

Legal expenses and other related expenses were related to the Company’s patent infringement lawsuit, which was settled during 2016.

 

6.

Concentrations

 

The Company’s customer concentration may impact its overall credit risk, either positively or negatively, in that these entities may be similarly affected by changes in economic or other conditions affecting the chemicals industry.

 

For the year ended December 31, 2016, the Company generated approximately 28% of its sales from two customers (16% and 12%). The amount due from these customers at December 31, 2016 was approximately $5,400,000. For the year ended December 31, 2015, the Company generated approximately 21% of its sales from one customer. The amount due from this customer at December 31, 2015 was approximately $572,000.  For the year ended December 31, 2014, the Company generated approximately 30% of its revenue from one customer.

 

For the year ended December 31, 2016, two vendors comprised 41% (23% and 18%) of purchases. The amount due to these vendors was approximately $1,390,000 at December 31, 2016. For the year ended December 31, 2015, two vendors comprised 48% (24% and 24%) of purchases. The amount due to these vendors was approximately $597,000 at December 31, 2015.

 

7.

Subsequent Events

 

The Company entered into an agreement to be acquired by a third party Company in April 2017 for cash of $495 million.  The Acquisition is anticipated to close in June 2017.

 

17