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8-K/A - FORM 8-K AMENDMENT NO.1 - Williams Industrial Services Group Inc.d568025d8ka.htm
EX-99.1 - EX-99.1 - Williams Industrial Services Group Inc.d568025dex991.htm
EX-23.1 - EX-23.1 - Williams Industrial Services Group Inc.d568025dex231.htm
EX-99.3 - EX-99.3 - Williams Industrial Services Group Inc.d568025dex993.htm

Exhibit 99.2

HETSCO HOLDINGS, INC. AND SUBSIDIARY

Greenwood, Indiana

Contents

 

Financial Statements

  

Condensed Consolidated Balance Sheets as of March 31, 2013 (unaudited) and December 31, 2012

     1   

Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2013 and 2012 (unaudited)

     2   

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2013 and 2012 (unaudited)

     3   

Notes to Condensed Consolidated Financial Statements (unaudited)

     4   


HETSCO HOLDINGS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2013 and December 31, 2012

 

     March 31, 2013     December 31, 2012  
     (unaudited)        

ASSETS

    

Current assets

    

Cash

   $ 9,000      $ 9,000   

Accounts receivable

     9,719,142        8,375,582   

Other receivables

     79,105        80,250   

Costs and estimated earnings in excess of billings on contracts

     427,940        163,223   

Unbilled accounts receivable

     246,589        570,396   

Inventories

     289,762        302,338   

Prepaid expenses

     316,852        387,337   

Deferred income taxes

     668        25,571   
  

 

 

   

 

 

 

Total current assets

     11,089,058        9,913,697   

Property and equipment, net

     796,060        739,389   

Other assets

    

Deposits

     100        100   

Financing fees, net of accumulated amortization

     58,244        72,470   

Intangible assets, net

     2,131,397        2,156,098   

Goodwill

     9,481,075        9,481,075   
  

 

 

   

 

 

 

Total other assets

     11,670,816        11,709,743   
  

 

 

   

 

 

 
   $ 23,555,934      $ 22,362,829   
  

 

 

   

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

    

Current liabilities

    

Checks in excess of bank balance

   $ 322,207      $ 137,224   

Accounts payable—trade

     1,245,231        1,242,177   

Billings in excess of costs and estimated earnings

     7,960        1,855,559   

Current portion of long-term debt

     1,142,674        1,155,926   

Note payable—revolving line of credit

     2,218,240        500,813   

Accrued interest

     32,700        3,099   

Accrued expenses and other liabilities

     624,428        613,235   

Accrued compensation and benefits

     418,610        304,756   

Accrued income taxes

     639,843        280,826   

Fair value of derivative financial instrument

     24,001        —    
  

 

 

   

 

 

 

Total current liabilities

     6,675,894        6,093,615   

Long-term liabilities

    

Long-term debt, net of current portion

     6,473,695        6,656,822   

Fair value of derivative financial instrument

     —         30,976   

Deferred income taxes

     1,428,730        1,401,113   

Other long-term liabilities

     2,667        2,667  
  

 

 

   

 

 

 

Total long-term liabilities

     7,905,092        8,091,578   

Total liabilities

     14,580,986        14,185,193   

Shareholders’ equity

    

Preferred series A stock, $0.01 par value ($7,278,250 liquidation preference at March 31, 2013 and December 31, 2012); 1,500 shares authorized and 1,000 shares issued and 987 shares outstanding

     10        10   

Common stock, $0.01 par value; 1,500 shares authorized and 1,100 shares issued and 1,048 shares outstanding

     11        11   

Additional paid in capital

     7,553,836        7,553,386   

Retained earnings

     1,421,092        624,230   

Treasury stock, at par, 76 shares

     (1     (1
  

 

 

   

 

 

 
     8,974,948        8,177,636   
  

 

 

   

 

 

 
   $ 23,555,934      $ 22,362,829   
  

 

 

   

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

1


HETSCO HOLDINGS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the Quarters Ended March 31, 2013 and 2012 (unaudited)

 

     Three Months Ended
March 31,
 
     2013     2012  

Net sales

   $ 12,695,842      $ 4,472,879   

Cost of sales

     9,703,353        2,848,701   
  

 

 

   

 

 

 

Gross margin

     2,992,489        1,624,178   

Operating expenses

    

General and administrative expenses

     1,329,361        945,152   

Monitoring fees

     37,689        72,560   
  

 

 

   

 

 

 
     1,367,050        1,017,712   
  

 

 

   

 

 

 

Operating income

     1,625,439        606,466   

Other (income) expense

    

Interest expense

     116,399        56,268   

Unrealized (gain) loss on derivative financial instrument

     (6,975     7,541   

Other expense, net

     918        —    
  

 

 

   

 

 

 
     110,342        63,809   
  

 

 

   

 

 

 

Income before taxes

     1,515,097        542,657   

Income tax expense

     574,664        219,253   
  

 

 

   

 

 

 

Net income

   $ 940,433      $ 323,404   
  

 

 

   

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

2


HETSCO HOLDINGS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Quarters Ended March 31, 2013 and 2012 (unaudited)

 

     Three Months Ended March 31,  
     2013     2012  

Cash flows from operating activities

    

Net income

   $ 940,433      $ 323,404   

Adjustments to reconcile net income to net cash from operating activities

    

Deferred tax expense

     52,520        29,283   

Depreciation and amortization

     98,892        80,237   

Unrealized (gain) loss on derivative financial instrument

     (6,975     7,541   

Gain on sale of property, plant and equipment

     —          (6,542

Stock-based compensation expense

     450        762   

Changes in assets and liabilities

    

Accounts receivable

     (1,343,560     162,644   

Other receivables

     1,145        (10,514

Costs and estimated earnings in excess of billings

     (264,717     (122,405

Unbilled accounts receivable

     323,807        (98,884

Inventories

     12,576        2,864   

Other current assets

     70,485        35,972   

Other long-term assets

     —          17,500   

Checks in excess of bank balance

     184,983        271,488   

Accounts payable

     3,054        (265,835

Billings in excess of costs and estimated earnings

     (1,847,599     21,803   

Accrued liabilities and income tax

     367,427        378,418   

Other long-term liabilities

     2,667        —     
  

 

 

   

 

 

 

Net cash from operating activities

     (1,404,412     827,736   

Cash flows from investing activities

    

Property and equipment purchased

     (116,636     (43,163

Proceeds from sale of property, plant and equipment

     —          28,082   
  

 

 

   

 

 

 

Net cash from investing activities

     (116,636     (15,081

Cash flows from financing activities

    

Payments on long-term borrowings

     (192,196     (276,066

Borrowings on note payable—revolving line of credit

     6,944,000        4,167,000   

Payments on note payable—revolving line of credit

     (5,226,573     (4,573,724

Payments on capital lease obligations

     (4,183     —     
  

 

 

   

 

 

 

Net cash from financing activities

     1,521,048        (682,790

Increase in cash

     —          129,865   

Cash at beginning of period

     9,000        1,500   
  

 

 

   

 

 

 

Cash at end of period

   $ 9,000      $ 131,365   
  

 

 

   

 

 

 

Cash paid during the period for:

    

Interest paid

   $ 73,299      $ 46,981   
  

 

 

   

 

 

 

Income taxes paid

   $ 154,235      $ 2,460   
  

 

 

   

 

 

 

Supplemental disclosure of noncash financing activities:

    

During the three months ended March 31, 2013 and 2012, the Company recorded accrued but unpaid Preferred Series A Stock dividends of $143,571 and $145,565, respectively.

   

See accompanying notes to condensed consolidated financial statements.

 

3


HETSCO HOLDINGS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 1—ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Business Activity: Hetsco Holdings, Inc. and its wholly owned subsidiary, Hetsco, Inc. (the “Company”) is a leading independent provider of field repair for brazed aluminum plate-fin heat exchangers, specialized welding/maintenance and safety services for industrial gas processing, chemical and power generation facilities. The Company provides its services on a global basis to the world’s largest industrial gas and petrochemical companies. The Company also offers process equipment fabrication and provides its customers with construction and relocation services for industrial air separation facilities. Additionally, the Company provides safety, oversight and confined space monitoring, as well as inspection and testing of cryogenic process equipment.

Principles of Consolidation: The consolidated financial statements include the accounts of Hetsco Holdings, Inc. and its wholly owned subsidiary, Hetsco, Inc. All material intercompany accounts and transactions have been eliminated in consolidation.

Basis of Presentation: The accompanying condensed consolidated financial statements as of March 31, 2013 and for the three months ended March 31, 2013 and 2012 have not been audited. These unaudited condensed consolidated financial statements reflect all normal recurring adjustments which are, in the opinion of management, necessary to present fairly the Company’s financial position as of March 31, 2013 and its results of operations and cash flows for the periods presented herein. The unaudited condensed consolidated balance sheets do not include all disclosures, including notes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). The results of operations for the periods presented are not necessarily indicative of the operating results to be expected for other interim periods or for the full fiscal year.

The unaudited condensed consolidated financial statements were prepared for the purpose of complying with Rule 3-05 of Regulation S-X of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in Exhibit 99.1.

The preparation of these unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in these unaudited condensed consolidated financial statements and accompanying notes. Significant estimates in these unaudited condensed consolidated financial statements include estimating uncollectible receivables, costs capitalized for internally developed software, valuations and assumptions used for impairment testing of long-lived assets, realization of deferred tax assets and valuation and recognition of revenue under percentage of completion contracts. Actual results could differ materially from those estimates under different assumptions or conditions.

Fair Value of Financial Instruments: Fair values of cash, accounts receivable and accounts payable approximate the carrying value recorded in the accompanying balance sheets due to the short maturity of these financial instruments. The carrying amount of debt approximates fair value due to either length of maturity or existence of interest rates that approximate prevailing rates. The Company’s interest rate swap agreement is reported at fair value.

The Company determines the fair market values of its derivative contracts based on the fair value hierarchy established in U.S. GAAP, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the Company’s own assumptions based on market data and on assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. U.S. GAAP describes three Levels within its hierarchy that may be used to measure fair value:

 

   

Level 1 Inputs: Quoted priced (unadjusted) for identical assets or liabilities in active markets.

 

   

Level 2 Inputs: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly; and

 

   

Level 3 Inputs: Unobservable inputs (e.g. a reporting entity’s own data).

 

4


In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The fair value of the Company’s derivative are based upon valuation models using observable market data as of the measurement date (Level 2).

Credit Risk Concentration: The Company grants unsecured credit to its customers throughout the world. As of and for the three months ended March 31, 2013, two customers, Praxair and Westlake Chemical, accounted for 84% of accounts receivable and sales for three customers, Praxair, Westlake Chemical and Azota Gas Processing, accounted for 90% of revenue. For the three months ended March 31, 2012, sales for one customer, Praxair, accounted for 53% of revenue. As of December 31, 2012, four customers, Air Products, Praxair, Exxon Mobil and Westlake Chemical, accounted for 76% of accounts receivable.

NOTE 2—LINE OF CREDIT

The Company has a revolving line of credit, as amended on December 20, 2012, with a financial institution for the principal sum of up to $4,500,000. Availability on the line is limited to 85% of eligible accounts receivable, 70% of unbilled accounts receivable, and 50% of inventory. The loan is secured by all assets of the Company. Interest accrues on the principal sum at a rate per annum equal to the financial institution’s Index Rate plus the applicable margin ranging from 0.50% per annum to 2.0% per annum. The interest rate at both March 31, 2013 and December 31, 2012 was 4.75%. The note matures April 30, 2014. The Company had used $2,218,240 and $500,813 of the line of credit at March 31, 2013 and December 31, 2012, respectively. The Company is required to maintain a lock-box arrangement with the bank whereby remittances from the Company’s customers are used to reduce the outstanding revolver balance. In addition, the line of credit agreement contains subjective acceleration provisions. As a result, the revolver balance has been classified as current.

NOTE 3—LONG-TERM DEBT AND CAPITAL LEASES

Long-term debt consisted of the following at March 31, 2013 and December 31, 2012:

 

     March 31, 2013     December 31, 2012  

Term note, as amended on December 20, 2012, payable $92,932 per month, plus interest at a rate per annum equal to LIBOR plus the applicable margin ranging from 3.25% per annum to 4.75% per annum, or 4.45% and 4.46% on March 31, 2013 and December 31, 2012, respectively. An additional principal payment ranging from 50 percent to 75 percent of excess cash flow is due April 30 of each year. All unpaid principal and interest is due April 30, 2014. Note is secured by all assets of the Company.

   $ 7,530,821      $ 7,716,684   

Note payable with monthly principal payments of $545 including monthly interest payments at a rate of 9.74% through August 2013.

     1,749        3,297   

Note payable with monthly principal payments of $562 including monthly interest payments at a rate of 6.90% through February 2016.

     17,921        18,834   

Capital lease with monthly payments including interest and sales tax of $1,015 through September 2015.

     30,629        33,673   

Capital lease with monthly payments including interest and sales tax of $380 through October 2015.

     11,778        12,917   

Note payable with monthly principal payments of $1,311 including monthly interest payments at a rate of 7.94% through November 2013

     9,512        11,964   

Note payable with monthly principal payments of $628 including monthly interest payments at a rate of 11.79% through July 2015.

     13,959        15,379   
  

 

 

   

 

 

 

Total long-term debt

     7,616,369        7,812,748   

Less current portion

     (1,142,674     (1,155,926
  

 

 

   

 

 

 
   $ 6,473,695      $ 6,656,822   
  

 

 

   

 

 

 

 

5


The line of credit and term note agreement required the Company to meet certain negative covenants prohibiting or restricting certain transactions and various positive covenants related to certain financial ratios. At March 31, 2013 and December 31, 2012, the Company was in compliance with all of its covenants. The line of credit, term note and notes payable were paid in full on April 30, 2013 in connection with the sale of the Company. The long-term debt has been classified in the balance sheet based on its original maturity schedule.

NOTE 4—INTEREST RATE SWAP AGREEMENT

The swap agreement is a contract to exchange the debt obligation’s variable rate interest payments for fixed rate interest payments. The notional amount of the interest rate swap agreement is used to measure interest to be charged and does not represent the amount of exposure of credit loss, but rather the amount exchanged is determined by reference to the notional amount and the other terms of the interest rate swap. The interest charged under the interest rate swap agreement was recognized as an adjustment to interest expense. During the three months ended March 31, 2013 and 2012, the Company recorded $6,972 and $7,972, respectively, in interest expense related to this agreement.

The agreement carries a notional amount of $1,500,000, and matures on January 1, 2014. The Company will pay a fixed rate of 2.11% and will receive a floating rate based upon three month LIBOR. The Company’s interest rate swap agreement did not meet all of the required criteria to be designated as a cash flow hedge. As a result, the change in the estimated fair value liability as of March 31, 2013 and 2012 was recognized as an unrealized gain in the accompanying statements of income and cash flows. Additionally, at March 31, 2013 and December 31, 2012, the Company recorded the fair value of the interest rate swap agreement of $24,001 in short-term liabilities and $30,976 in long-term liabilities, respectively, on the accompanying balance sheets. The interest rate swap agreement was settled on April 30, 2013 in connection with the sale of the Company.

NOTE 5—RELATED PARTY TRANSACTIONS

PRV Management, L.P. (“PRV”) and its affiliates own 98.7% of the Company. The Company is under contractual agreement with PRV to provide monitoring services to the Company. The agreement dated September 3, 2008 calls for an aggregate annual monitoring fee of $150,000 per year, plus out of pocket expenses, payable in equal quarterly installments. The agreement is in effect until the earlier of the twelfth anniversary date of the effective date, the date on which PRV and its affiliates own less than 10% of the number of shares of common stock of the Company, the date of a qualified initial public offering, and such earlier date as mutually agreed by the Company and PRV. The Company incurred $37,689 and $41,309 in monitoring fees, plus out of pocket expenses, for the three months ended March 31, 2013 and 2012, respectively. The agreement was canceled on April 30, 2013 in connection with the sale of the Company.

During the three months ended March 31, 2012, the Company was under contractual agreement with an affiliate to provide monitoring services to the Company for a fee totaling $31,250. There were no amounts incurred during the three months ended March 31, 2013 as this agreement was terminated on December 31, 2012.

NOTE 6 – INCOME TAXES

The overall effective income tax rate during the three months ended March 31, 2013 and 2012 was as follows:

     March 31, 2013     March 31, 2012  

Effective income tax rate

     37.9     40.4 %

The effective income tax rate differs from the statutory federal income tax rate of 34% primarily because of state income taxes and permanent differences.

The Company records unrecognized tax liability, interest, and penalties related to income tax matters in income tax expense. A reconciliation of the unrecognized tax liability, including penalties and interest, is as follows:

     March 31, 2013      December 31, 2012  

Beginning balance

   $ 2,667       $ —     

Increase in unrecognized tax liability positions

     —           2,667   
  

 

 

    

 

 

 

Ending balance

   $ 2,667       $ 2,667   
  

 

 

    

 

 

 

The combined amount of accrued interest and penalties related to income tax positions taken and included in accrued expenses and other liabilities at both March 31, 2013 and December 31, 2012 was $643. For both the three months ended March 31, 2013 and 2012, there were no interest and penalties related to uncertain tax positions recorded in income tax expense.

NOTE 7—SUBSEQUENT EVENT

On April 30, 2013, the Company was purchased for $33.3 million in cash, subject to certain adjustments as provided for in the purchase agreement.

 

6