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EX-99.2 - EX-99.2 - KMG CHEMICALS INCkmg-ex992_7.htm
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EXHIBIT 99.3

 

Unaudited Pro Forma Condensed Consolidated Financial Statements

 

On June 15, 2017, the KMG Chemicals, Inc. (“KMG” or the “Company”) completed the acquisition of Flowchem Holdings LLC (“Flowchem”) pursuant to the terms of a previously announced Purchase Agreement and Plan of Merger (the “Purchase Agreement”) among the Company, KMG FC, LLC, a wholly owned subsidiary of the Company (“Merger Sub”), Flowchem, Arsenal Capital Partners III-B, LP (“Blocker Seller”) and ACP Flowchem LLC in its capacity as the representative. At the closing, Merger Sub merged into Flowchem, with Flowchem surviving as a wholly owned subsidiary of the Company. The Company also acquired all of the outstanding shares of capital stock of ACP‑Flowchem Blocker Inc. from Blocker Seller.

The following unaudited pro forma condensed consolidated financial statements and related notes are derived from the historical condensed consolidated financial statements of KMG and Flowchem after giving effect to KMG’s acquisition. The unaudited pro forma condensed consolidated balance sheet as of April 30, 2017 gives effect to the Flowchem acquisition as if it occurred on that date. The unaudited pro forma condensed consolidated statements of income for the nine months ended April 30, 2017 and for the year ended July 31, 2016 give effect to the Flowchem acquisition as if it occurred on August 1, 2015, using the purchase method of accounting, as defined by Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 805, Business Combinations, with KMG acting as the acquirer.

The Flowchem acquisition has been accounted for using the acquisition method of accounting and, accordingly, the tangible and intangible assets acquired and liabilities assumed in this transaction have been recorded at their estimated fair values. As noted above, the Flowchem acquisition was consummated on June 15, 2017. Accordingly, the preliminary purchase price allocation for the Flowchem acquisition has been reflected in the accompanying pro forma condensed consolidated balance sheet as of April 30, 2017. Such allocation should be considered preliminary as the Company is awaiting the completion of several items, including the finalization of its independent appraisal and valuation for purposes of valuing the acquired tangible and intangible assets. As such, there may be material changes to the initial allocation reflected herein as those remaining items are finalized.

KMG’s historical condensed consolidated statement of income for the year ended July 31, 2016 was derived from its audited consolidated financial statements as reported in its Annual Report on Form 10-K for the year ended July 31, 2016. KMG’s historical condensed consolidated statement of income for the nine months ended April 30, 2017, and condensed consolidated balance sheet as of April 30, 2017, were derived from its unaudited interim condensed consolidated financial statements as reported in its Quarterly Report on Form 10-Q for the period ended April 30, 2017.

Since Flowchem has historically reported financial results using a December 31 fiscal year-end, the Flowchem financial information must be adjusted to more closely conform to KMG’s fiscal year-end for purposes of these unaudited pro forma condensed consolidated financial statements. Therefore, the historical financial information for Flowchem has been adjusted to the twelve months ended June 30, 2016 and the nine months ended March 31, 2017. The amounts for the twelve months ended June 30, 2016 were derived by adding the six months ended December 31, 2015 to the Flowchem year-end amounts for the year ended December 31, 2016, and removing the amounts for the six months ended December 31, 2016. Those amounts for the six months ended December 31, 2016 were added to the Flowchem amounts for the three months ended March 31, 2017, resulting in the financial information for the nine months ended March 31, 2017.

The unaudited pro forma condensed consolidated financial statements presented below are based on the assumptions and adjustments described in the accompanying notes. Such unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of what the Company’s financial position or results of operations would have been had the Flowchem acquisition been consummated on the dates indicated, nor are they necessarily indicative of what the Company’s financial position or results of operations will be in future periods. The historical financial information has been adjusted to give effect to estimated pro forma events that are directly attributable to the acquisition, factually supportable and, with respect to the unaudited pro forma condensed consolidated statements of income, expected to have a continuing impact on the consolidated results of operations. Additionally, the unaudited pro forma condensed consolidated financial information does not reflect the cost of any integration activities or benefits that may result from synergies that may be derived from any integration activities. Operating results for the nine months ended April 30, 2017 are not indicative of the results that may be expected for the year ending July 31, 2017. The unaudited pro forma condensed consolidated financial statements, and accompanying notes thereto, should be read in conjunction with the historical audited and unaudited financial statements, and accompanying notes thereto, of KMG, as reported in the Company’s Annual Report on Form 10-K for the year ended July 31, 2016 and its Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2017, and of Flowchem, which are included elsewhere in this Current Report on Form 8-K/A.


1

 


KMG CHEMICALS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF APRIL 30, 2017

(In thousands, except for share and per share amounts)

 

 

KMG Historical

 

 

Flowchem Historical

 

 

Pro Forma

 

 

 

 

Pro Forma

 

 

 

as of April 30, 2017

 

 

as of March 31, 2017

 

 

Adjustments

 

 

Notes

 

Combined

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

14,097

 

 

$

3,637

 

 

$

(2,778

)

 

(a)

 

$

14,956

 

Accounts receivable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade, net of allowances

 

 

39,098

 

 

 

15,662

 

 

 

 

 

 

 

 

54,760

 

Other

 

 

3,230

 

 

 

 

 

 

 

 

 

 

 

3,230

 

Inventories, net

 

 

38,868

 

 

 

6,317

 

 

 

 

 

 

 

 

45,185

 

Prepaid expenses and other

 

 

7,105

 

 

 

581

 

 

 

 

 

 

 

 

7,686

 

Total current assets

 

 

102,398

 

 

 

26,197

 

 

 

(2,778

)

 

 

 

 

125,817

 

Property, plant and equipment, net

 

 

81,725

 

 

 

21,041

 

 

 

955

 

 

(b)

 

 

103,721

 

Goodwill

 

 

24,648

 

 

 

116,370

 

 

 

32,645

 

 

(d)

 

 

173,663

 

Intangible assets, net

 

 

38,508

 

 

 

51,654

 

 

 

288,253

 

 

(c)

 

 

378,415

 

Other assets, net

 

 

5,152

 

 

 

 

 

 

1,020

 

 

(f)

 

 

6,172

 

Total assets

 

$

252,431

 

 

$

215,262

 

 

$

320,095

 

 

 

 

$

787,788

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

25,867

 

 

$

3,695

 

 

 

131

 

 

(m)

 

$

29,693

 

Income taxes payable

 

 

 

 

 

131

 

 

 

(131

)

 

(m)

 

 

 

Accrued liabilities

 

 

12,265

 

 

 

798

 

 

 

688

 

 

(l)

 

 

15,530

 

 

 

 

 

 

 

 

 

 

 

 

510

 

 

(m)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,269

 

 

(n)

 

 

 

 

Accrued interest

 

 

 

 

 

510

 

 

 

(510

)

 

(m)

 

 

 

Current maturities of long-term debt

 

 

 

 

 

5,655

 

 

 

(2,162

)

 

(e)

 

 

3,493

 

Employee incentive accrual

 

 

4,190

 

 

 

 

 

 

 

 

 

 

 

4,190

 

Total current liabilities

 

 

42,322

 

 

 

10,789

 

 

 

(205

)

 

 

 

 

52,906

 

Long-term debt

 

 

34,000

 

 

 

82,070

 

 

 

419,259

 

 

(e)

 

 

535,329

 

Deferred tax liabilities

 

 

9,434

 

 

 

1,270

 

 

 

24,516

 

 

(g)

 

 

35,220

 

Other long-term liabilities

 

 

4,459

 

 

 

 

 

 

 

 

 

 

 

4,459

 

Total liabilities

 

 

90,215

 

 

 

94,129

 

 

 

443,570

 

 

 

 

 

627,914

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock, $0.01 par value, 40,000,000 shares authorized, 11,887,513 shares issued and outstanding at April 30, 2017

 

 

119

 

 

 

 

 

 

 

 

 

 

 

119

 

Members' equity

 

 

 

 

 

121,133

 

 

 

(121,133

)

 

(h)

 

 

 

Additional paid-in capital

 

 

40,557

 

 

 

 

 

 

 

 

 

 

 

40,557

 

Accumulated other comprehensive loss

 

 

(14,251

)

 

 

 

 

 

 

 

 

 

 

(14,251

)

Retained earnings

 

 

135,791

 

 

 

 

 

 

(257

)

 

(f)

 

 

133,449

 

 

 

 

 

 

 

 

 

 

 

 

(128

)

 

(k)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(688

)

 

(l)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,269

)

 

(n)

 

 

 

 

Total stockholders’ equity

 

 

162,216

 

 

 

121,133

 

 

 

(123,475

)

 

 

 

 

159,874

 

Total liabilities and stockholders’ equity

 

$

252,431

 

 

$

215,262

 

 

$

320,095

 

 

 

 

$

787,788

 

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

2

 


KMG CHEMICALS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE NINE MONTHS ENDED APRIL 30, 2017

(In thousands, except for per share amounts)

 

 

 

 

KMG Historical

 

 

Flowchem Historical

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended

 

 

Nine Months Ended

 

 

Pro Forma

 

 

 

 

Pro Forma

 

 

 

April 30, 2017

 

 

March 31, 2017

 

 

Adjustments

 

 

Notes

 

Combined

 

Net sales

 

$

237,182

 

 

$

66,010

 

 

 

 

 

 

 

$

303,192

 

Cost of sales

 

 

143,787

 

 

 

32,415

 

 

 

111

 

 

(b)

 

 

176,313

 

Gross profit

 

 

93,395

 

 

 

33,595

 

 

 

(111

)

 

 

 

 

126,879

 

Distribution expenses

 

 

28,329

 

 

 

 

 

 

 

 

 

 

 

28,329

 

Selling, general and administrative expenses (1)

 

 

37,909

 

 

 

10,673

 

 

 

4,277

 

 

(c)

 

 

52,859

 

Restructuring charges

 

 

70

 

 

 

 

 

 

 

 

 

 

 

70

 

Operating income

 

 

27,087

 

 

 

22,922

 

 

 

(4,388

)

 

 

 

 

45,621

 

Other (expense) income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(650

)

 

 

(5,801

)

 

 

(13,968

)

 

(i)

 

 

(20,419

)

Gain on insurance claims

 

 

 

 

 

3,612

 

 

 

 

 

 

 

 

3,612

 

Other, net

 

 

88

 

 

 

 

 

 

 

 

 

 

 

88

 

Total other expense, net

 

 

(562

)

 

 

(2,189

)

 

 

(13,968

)

 

 

 

 

(16,719

)

Income before income taxes

 

 

26,525

 

 

 

20,733

 

 

 

(18,356

)

 

 

 

 

28,902

 

Provision for income taxes

 

 

(8,232

)

 

 

(616

)

 

 

(216

)

 

(j)

 

 

(9,064

)

Net income

 

$

18,293

 

 

$

20,117

 

 

$

(18,572

)

 

 

 

$

19,838

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share basic

 

$

1.54

 

 

 

 

 

 

 

 

 

 

 

 

$

1.67

 

Net income per common share diluted

 

$

1.50

 

 

 

 

 

 

 

 

 

 

 

 

$

1.62

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

11,884

 

 

 

 

 

 

 

 

 

 

 

 

 

11,884

 

Diluted

 

 

12,236

 

 

 

 

 

 

 

 

 

 

 

 

 

12,236

 

 

(1)

Selling, general and administrative expenses of Flowchem includes management fees and amortization expense to be consistent with the Company’s presentation of selling, general and administrative expenses.

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

3

 


KMG CHEMICALS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE YEAR ENDED JULY 31, 2016

(In thousands, except for per share amounts)

 

 

 

KMG Historical

 

 

Flowchem Historical

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended

 

 

Year Ended

 

 

 

 

Pro Forma

 

 

 

 

Pro Forma

 

 

 

July 31, 2016

 

 

June 30, 2016

 

 

 

 

Adjustments

 

 

Notes

 

Combined

 

Net sales

 

$

297,978

 

 

$

77,863

 

 

 

 

 

 

 

 

 

$

375,841

 

Cost of sales

 

 

182,470

 

 

 

38,082

 

 

 

 

 

148

 

 

(b)

 

 

220,700

 

Gross profit

 

 

115,508

 

 

 

39,781

 

 

 

 

 

(148

)

 

 

 

 

155,141

 

Distribution expenses

 

 

36,986

 

 

 

 

 

 

 

 

 

 

 

 

 

36,986

 

Selling, general and administrative expenses (1)

 

 

49,192

 

 

 

13,587

 

 

 

 

 

5,702

 

 

(c)

 

 

68,481

 

Restructuring charges

 

 

1,629

 

 

 

 

 

 

 

 

 

 

 

 

 

1,629

 

Realignment charges

 

 

130

 

 

 

 

 

 

 

 

 

 

 

 

 

130

 

Operating income

 

 

27,571

 

 

 

26,194

 

 

 

 

 

(5,850

)

 

 

 

 

47,915

 

Other (expense) income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(799

)

 

 

(10,225

)

 

 

 

 

(19,395

)

 

(i)

 

 

(30,419

)

Gain on purchase of NFC

 

 

1,826

 

 

 

 

 

 

 

 

 

 

 

 

 

1,826

 

Gain on insurance claims

 

 

 

 

 

489

 

 

 

 

 

 

 

 

 

 

489

 

Other, net

 

 

(368

)

 

 

 

 

 

 

 

 

 

 

 

 

(368

)

Total other (expense) income, net

 

 

659

 

 

 

(9,736

)

 

 

 

 

(19,395

)

 

 

 

 

(28,472

)

Income before income taxes

 

 

28,230

 

 

 

16,458

 

 

 

 

 

(25,245

)

 

 

 

 

19,443

 

Provision for income taxes

 

 

(9,555

)

 

 

(23

)

 

 

 

 

3,099

 

 

(j)

 

 

(6,479

)

Net income

 

$

18,675

 

 

$

16,435

 

 

 

 

$

(22,146

)

 

 

 

$

12,964

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share basic

 

$

1.59

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

1.11

 

Net income per common share diluted

 

$

1.57

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

1.09

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

11,719

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11,719

 

Diluted

 

 

11,926

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11,926

 

 

(1)

Selling, general and administrative expenses of Flowchem includes management fees, amortization expense and other operating expenses to be consistent with the Company’s presentation of selling, general and administrative expenses.

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

 


4

 


NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

1. Description of Transaction and Basis of Presentation

On June 15, 2017, the KMG Chemicals, Inc. (the “Company”) completed the acquisition of Flowchem Holdings LLC (“Flowchem”) pursuant to the terms of a previously announced Purchase Agreement and Plan of Merger (the “Purchase Agreement”) among the Company, KMG FC, LLC, a wholly owned subsidiary of the Company (“Merger Sub”), Flowchem, Arsenal Capital Partners III-B, LP (“Blocker Seller”) and ACP Flowchem LLC in its capacity as the representative. At the closing, Merger Sub merged into Flowchem, with Flowchem surviving as a wholly owned subsidiary of the Company. The Company also acquired all of the outstanding shares of capital stock of ACP‑Flowchem Blocker Inc. from Blocker Seller. The consideration paid on the closing was the purchase price of $495.0 million plus $11.2 million for estimated cash acquired.

The financial data in the unaudited pro forma condensed consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with the Company’s accounting policies that conform to U.S. GAAP and the rules and regulations of SEC Regulation S-X.

The historical consolidated financial information has been adjusted in the unaudited pro forma condensed consolidated financial statements to give effect to pro forma events that are (1) directly attributable to the acquisition, (2) factually supportable and (3) with respect to the unaudited pro forma condensed consolidated statements of income, are expected to have a continuing impact on the results of operations.

The accompanying pro forma financial statements do not reflect the financial impact of any future cost savings, restructurings, synergies, integration costs or non-recurring activities and one-time transaction costs that may be realized or incurred in subsequent reporting periods. As the pro forma financial statements reflect only those adjustments that are expected to have a continuing impact on the results of operations, there may be certain non-recurring charges not reflected on the pro forma condensed consolidated statements of income that will be included in the actual consolidated statements of income of the Company following the closing of the acquisition.

The Company has accounted for the acquisition under the acquisition method of accounting in accordance with the authoritative guidance on business combinations under the provisions of Accounting Standards Codification (“ASC”) 805, Business Combinations. The allocation of the purchase price as reflected in the unaudited pro forma condensed consolidated financial information was based on a preliminary valuation of the assets acquired and liabilities assumed, and the accounting is subject to revision as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available. This allocation of the purchase price depends upon certain estimates and assumptions, all of which are preliminary and, in some instances, are incomplete and have been made for the purpose of providing unaudited pro forma condensed consolidated financial information. Differences between these preliminary estimates and the final purchase accounting may occur, and these differences could be material.

The unaudited pro forma condensed consolidated financial information is presented solely for informational purposes and is not necessarily indicative of the combined results of operations or financial position that might have been achieved for the periods presented, nor is it necessarily indicative of the future results of the combined company.

2. Financing Transactions

To finance the acquisition of Flowchem, on June 15, 2017, the Company entered into a new credit agreement (the “New Credit Facility”), by and among the Company, KeyBank National Association, as agent, KeyBanc Capital Markets Inc., HSBC Securities (USA) Inc., and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint bookrunners and ING Capital LLC, as documentation agent. The New Credit Facility provides for (i) a seven year syndicated senior secured term loan of $550 million and (ii) a five year senior secured revolving credit facility of $50 million.

The New Credit Facility and related loan documents replace the Company’s prior second amended and restated credit agreement with Wells Fargo Bank, National Association, Bank of America, N.A., HSBC Bank USA, National Association and JPMorgan Chase Bank, N.A. (the “Prior Credit Facility”). The Prior Credit Facility, and all commitments thereunder, were terminated effective June 15, 2017.

The proceeds from the term loan under the New Credit Facility were used to finance the acquisition of Flowchem, pay the costs and expenses related to the acquisition, and to repay in full the $31 million outstanding indebtedness under the Prior Credit Facility. At the closing of the New Credit Facility on June 15, 2017, the Company had $550 million borrowed under the new facility. The Company did not draw upon the revolving credit facility at the closing. Loans under the New Credit Facility bear interest at a varying rate of LIBOR plus a margin based on net funded debt to adjusted earnings before interest, taxes, depreciation and amortization. At

5

 


closing, the term loan under the New Credit Facility bore interest at 5.4089%, which was used in calculating the pro forma adjustments in interest expense.

3. Preliminary Purchase Price Allocation

Under the acquisition method of accounting, the total purchase price is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the date of the acquisition. The pro forma purchase price allocation below has been developed based on preliminary estimates of fair value using the adjusted historical financial statements of Flowchem as of March 31, 2017. The consideration paid on the closing was the purchase price of $495.0 million plus $11.2 million for estimated cash acquired. The residual amount of the purchase price after preliminary allocation to identifiable tangible and intangible assets acquired and liabilities assumed has been allocated to goodwill. The Company has not completed the detailed valuation studies necessary to arrive at the required fair values of Flowchem’s assets acquired and liabilities assumed. Therefore, the following allocation of the purchase price to acquired assets and assumed liabilities is based on preliminary fair value estimates and subject to final management analysis, with the assistance of third party valuation advisors. The estimated intangible asset values and their useful lives could be affected by a variety of factors that may become known to the Company only upon access to additional information. The actual amounts recorded when the analyses are completed may differ from the pro forma amounts presented as follows (in thousands):

 

Estimated cash and working capital, net

 

$

21,063

 

Property, plant and equipment, net

 

 

21,996

 

Identifiable intangibles

 

 

 

 

Trade name

 

 

6,591

 

Trademarks

 

 

22,358

 

Customer relationships

 

 

158,361

 

Proprietary manufacturing process

 

 

152,597

 

Total assets acquired

 

 

382,966

 

Long-term debt

 

 

 

Deferred tax liabilities, net

 

 

(25,786

)

Net identifiable assets acquired

 

 

357,180

 

Goodwill

 

 

149,015

 

Fair value of net assets acquired

 

$

506,195

 

 

Identifiable intangible assets. The estimated fair values of customer relationships are expected to be amortized over the period in which the economic benefit of the intangible asset will be recognized. Trademarks, trade names and proprietary manufacturing process are considered to be indefinite lived, as there are no currently foreseen legal, regulatory, contractual, competitive, economic or other factors that would limit the useful life of the asset to the Company. In the event that management determines that the value of the acquired trademarks, trade names, and proprietary manufacturing process have become impaired, the Company will incur an accounting charge for the amount of impairment during the fiscal quarter in which the determination is made.

Goodwill. Approximately $149.0 million has been preliminarily allocated to goodwill. Goodwill represents the excess of the estimated purchase price over the fair values of the underlying tangible and identifiable intangible assets, net of liabilities assumed. Goodwill will not be amortized but instead will be tested for impairment at least annually (more frequently if certain indicators are present). In the event that management determines that the value of goodwill has become impaired, the Company will incur an accounting charge for the amount of impairment during the fiscal quarter in which the determination is made. The Company has determined that approximately 73% of the goodwill, before the effects of the deferred tax liability arising from the acquisition of Flowchem, will be deductible for tax purposes.

6

 


4. Adjustments to Unaudited Pro Forma Condensed Consolidated Financial Statements

The following notes relate to the unaudited pro forma condensed consolidated financial statements:

 

(a)

This amount represents adjustments to cash to reflect cash receipts and payments related to the acquisition and the financing of the transaction as follows (in thousands):

 

Receipts

 

 

 

 

Issuance of debt, net of costs and debt discount

 

$

534,549

 

Payments

 

 

 

 

Cash consideration for acquisition

 

 

(506,195

)

Repayment of Prior Credit Facility

 

 

(31,132

)

Net pro forma adjustments to cash and cash equivalents

 

$

(2,778

)

 

(b)

Reflects the adjustment of $0.96 million to increase the basis in the acquired property, plant and equipment to estimated fair value of approximately $22 million. The estimated useful lives range from three to thirty years.

The fair value and useful life calculations are preliminary and subject to change after the Company finalizes its review of the specific types, nature, age, condition and location of Flowchem’s property, plant and equipment.

 

 

 

Year ended

 

 

Nine months ended

 

 

 

July 31, 2016

 

 

April 30, 2017

 

Estimated depreciation expense

 

$

1,800

 

 

$

1,475

 

Historical depreciation expense

 

 

(1,652

)

 

 

(1,364

)

Pro forma adjustments to depreciation expense

 

$

148

 

 

$

111

 

 

(c)

Reflects the adjustment of historical intangible assets acquired by the Company to their estimated fair values. As part of the preliminary valuation analysis, the Company identified intangible assets, including trade names, trademarks, proprietary manufacturing process, and customer relationships. The fair value of identifiable intangible assets is determined primarily using the “income approach,” which requires a forecast of all of the expected future cash flows.

The following notes relate to the unaudited pro forma condensed consolidated income statements for the nine months ended April 30, 2017 and for the year ended July 31, 2016:

 

 

 

 

 

 

 

 

 

Year Ended

 

 

Nine Months Ended

 

 

 

 

 

 

 

Estimated Useful

 

July 31, 2016

 

 

April 30, 2017

 

 

 

Estimated Fair Value

 

 

Life in Years

 

Amortization Expense

 

 

Amortization Expense

 

Trade name

 

$

6,591

 

 

Indefinite

 

 

 

 

 

 

Trademarks

 

 

22,358

 

 

Indefinite

 

 

 

 

 

 

Customer relationships

 

 

158,361

 

 

25

 

 

6,334

 

 

 

4,751

 

Proprietary manufacturing process

 

 

152,597

 

 

25

 

 

6,104

 

 

 

4,578

 

Identifiable intangible assets acquired

 

 

339,907

 

 

 

 

 

12,438

 

 

 

9,329

 

Historical amortization expense

 

 

 

 

 

 

 

 

(6,736

)

 

 

(5,052

)

Pro forma adjustments to amortization expense

 

 

 

 

 

 

 

$

5,702

 

 

$

4,277

 

 

These preliminary estimates of fair value and estimated useful lives will likely differ from final amounts the Company will calculate after completing a detailed valuation analysis, and the difference could have a material impact on the accompanying unaudited pro forma condensed combined financial statements. A 10% change in the valuation of definite lived intangible assets would cause a corresponding increase or decrease in the balance of goodwill and annual amortization expense of approximately $1.2 million, assuming an overall weighted-average useful life of 25 years.

 

(d)

Reflects adjustment to remove Flowchem’s historical goodwill of $116.4 million and record goodwill associated with the acquisition of $149.0 million.

7

 


 

(e)

The net increase to debt (net of $11.3 million of debt issuance costs and $2.75 million original issue discount) reflects the new debt of $535.9 million incurred to finance the acquisition of Flowchem. The pro forma adjustments reflect the repayment of the $87.7 million of Flowchem’s outstanding debt at the closing of the acquisition in accordance with the Purchase Agreement, as well as the repayment of the $31.1 million of outstanding debt under the Prior Credit Facility on the closing date of the New Credit Facility. The pro forma adjustments to debt include (in thousands):

 

Non-current portion of new term debt issued, net of debt issuance costs
     of $11.3 million and debt discount of $2.75 million

 

$

532,461

 

Flowchem long-term debt, net of debt issuance costs and discount

 

 

(82,070

)

Prior Credit Facility, repaid at closing

 

 

(31,132

)

Pro forma adjustment to long-term debt

 

$

419,259

 

 

 

 

 

 

Current portion of new term debt issued, net of debt issuance costs and
     debt discount

 

$

3,493

 

Flowchem current maturities of debt, net of debt issuance costs and debt
     discount

 

 

(5,655

)

Pro forma adjustment to current maturities of debt, net of debt issuance
     costs and discount

 

$

(2,162

)

 

(f)

Reflects the adjustment to other assets as a result of debt issuance costs of the New Credit Facility and write off of the proportional debt issuance costs associated with the Prior Credit Facility upon its repayment at the time of the acquisition. Debt issuance costs associated with the New Credit Facility have been presented in other assets and are amortized over the life of the facility as the Company has not borrowed under the revolving credit facility. The net increase to other assets includes (in thousands):

 

New Credit Facility debt issuance costs incurred

 

$

1,277

 

Prior Credit Facility debt issuance costs expensed upon repayment

 

 

(257

)

Pro forma adjustment to other assets

 

$

1,020

 

 

(g)

Reflects the adjustment to the deferred tax liabilities resulting from the acquisition. The estimated increase in deferred tax liabilities of $24.5 million stems primarily from the book basis to tax basis difference from the identifiable intangible assets based on an estimated tax rate of 35%. This estimate of deferred income tax balances is preliminary and subject to change based on management’s final determination of the fair value of assets acquired and liabilities assumed by jurisdiction.

 

(h)

Reflects the elimination of the historical equity of Flowchem in the amount of $121.1 million.

 

(i)

Represents the net increase to interest expense resulting from interest on the new term debt to finance the acquisition of Flowchem and the amortization of related debt issuance costs, as follows (in thousands):

 

 

Year ended

 

 

Nine months ended

 

 

 

June 30, 2016 and

 

 

March 31, 2017 and

 

 

 

July 31, 2016

 

 

April 30, 2017

 

Elimination of interest expense – Flowchem

 

$

(9,396

)

 

$

(5,134

)

Elimination of amortization of debt issuance costs -
    Flowchem

 

 

(597

)

 

 

(334

)

Elimination of amortization of debt discount - Flowchem

 

 

(234

)

 

 

(332

)

Elimination of interest expense and amortization of debt
     issuance costs - the Company

 

 

(799

)

 

 

(650

)

Interest expense on the New Credit Facility at an initial rate of
     5.4089%

 

 

28,415

 

 

 

18,914

 

Amortization of new debt issuance costs and debt discount

 

 

2,006

 

 

 

1,504

 

Pro forma adjustments to interest expense

 

$

19,395

 

 

$

13,968

 

 

A one-eighth percent variance in the interest rate on the New Credit Facility would result in estimated changes of $0.7 million and $0.5 million in interest expense for the twelve months ended July 31, 2016 and the nine months ended April 30, 2017, respectively.

8

 


 

(j)

Reflects the net income tax effect on the pro forma adjusted earnings at the federal statutory rate of 35%, assuming that Flowchem is no longer treated as a limited partnership under the Internal Revenue Code and accordingly, is subject to income‑based taxation at the corporate level. The pro forma adjustment to provision for income taxes was calculated by combining Flowchem’s historical earnings and the pro forma adjustment to earnings and multiplying by the expected federal statutory rate.

 

(k)

Reflects the adjustment to retained earnings as a result of the recognition of expenses incurred and paid upon the closing of the New Credit Facility.

 

(l)

Reflects the adjustment to retained earnings and accrued liabilities as a result of the recognition of acquisition expenses incurred by the Company.

 

(m)

Reflects the adjustments to reclassify certain liabilities to be consistent with the Company’s presentation on the condensed consolidated balance sheet.

 

(n)

Reflects the adjustment to retained earnings and accrued liabilities as a result of the recognition of acquisition expenses incurred by the Flowchem.

 

 

 

9