Exhibit 99.2
WESTLAKE CHEMICAL CORPORATION
Unaudited Pro Forma Combined Financial Statements
As of September 30, 2006 and
For the nine months ended September 30, 2006 and year ended December 31, 2005
Index
Page | ||
Pro Forma Combined Balance Sheet as of September 30, 2006 | 1 | |
Pro Forma Combined Statement of Operations for the nine months ended September 30, 2006 | 2 | |
Pro Forma Combined Statement of Operations for the year ended December 31, 2005 | 3 | |
Notes to the Unaudited Pro Forma Combined Financial Statements | 4 |
WESTLAKE CHEMICAL CORPORATION
PRO FORMA COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2006
(Unaudited)
Historical | Pro Forma | ||||||||||||||
Westlake Chemical Corporation | Longview Businesses | Pro Forma Adjustments | Combined | ||||||||||||
(in thousands of dollars) | |||||||||||||||
ASSETS | |||||||||||||||
Current assets | |||||||||||||||
Cash and cash equivalents | $ | 202,824 | $ | — | $ | (135,872 | )(A1) | $ | 66,952 | ||||||
Short-term investments | 100,275 | — | (100,275 | )(A1) | — | ||||||||||
Accounts receivable, net | 335,063 | 71,512 | (71,512 | )(A2) | 335,063 | ||||||||||
Inventories, net | 312,928 | 85,147 | (16,016 | )(A3) | 382,059 | ||||||||||
Prepaid expenses and other current assets | 9,512 | 2,224 | — | 11,736 | |||||||||||
Deferred income taxes | 13,040 | — | — | 13,040 | |||||||||||
Total current assets | 973,642 | 158,883 | (323,675 | ) | 808,850 | ||||||||||
Property, plant and equipment, net | 909,532 | 87,975 | 66,840 | (A4) | 1,064,347 | ||||||||||
Equity investment | 26,347 | — | — | 26,347 | |||||||||||
Other assets, net | 62,581 | 3,640 | 63,510 | (A5) | 129,731 | ||||||||||
Total assets | $ | 1,972,102 | $ | 250,498 | $ | (193,325 | ) | $ | 2,029,275 | ||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||
Current liabilities | |||||||||||||||
Accounts payable | $ | 145,033 | $ | 10,645 | — | $ | 155,678 | ||||||||
Accrued liabilities | 124,920 | — | — | 124,920 | |||||||||||
Total current liabilities | 269,953 | 10,645 | — | 280,598 | |||||||||||
Long-term debt | 260,135 | — | — | 260,135 | |||||||||||
Deferred income taxes | 230,757 | 18,635 | $ | 27,874 | (A6) | 277,266 | |||||||||
Other liabilities | 38,956 | 19 | — | 38,975 | |||||||||||
Total liabilities | 799,801 | 29,299 | 27,874 | 856,974 | |||||||||||
Commitments and contingencies | |||||||||||||||
Stockholders’ equity | |||||||||||||||
Common stock | 652 | — | — | 652 | |||||||||||
Additional paid-in capital | 426,653 | — | — | 426,653 | |||||||||||
Retained earnings | 743,135 | 221,199 | (221,199 | )(A7) | 743,135 | ||||||||||
Minimum pension liability, net of tax | (1,976 | ) | — | — | (1,976 | ) | |||||||||
Cumulative translation adjustment | 3,837 | — | — | 3,837 | |||||||||||
Total stockholders’ equity | 1,172,301 | 221,199 | (221,199 | ) | 1,172,301 | ||||||||||
Total liabilities and stockholders’ equity | $ | 1,972,102 | $ | 250,498 | $ | (193,325 | ) | $ | 2,029,275 | ||||||
The accompanying notes are an integral part of the unaudited pro forma combined financial statements.
1
WESTLAKE CHEMICAL CORPORATION
PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006
(Unaudited)
Historical | Pro Forma | ||||||||||||||
Westlake Chemical Corporation | Longview Businesses | Pro Forma Adjustments | Combined | ||||||||||||
(in thousands of dollars, except per share data) | |||||||||||||||
Net sales | $ | 1,960,463 | $ | 569,281 | — | $ | 2,529,744 | ||||||||
Cost of sales | 1,595,017 | 493,644 | $ | 488 | (B) | 2,086,501 | |||||||||
(1,533 | )(C) | ||||||||||||||
(1,115 | )(D) | ||||||||||||||
Gross profit | 365,446 | 75,637 | 2,160 | 443,243 | |||||||||||
Selling, general and administrative expenses | 60,703 | 18,310 | 1,018 | (E) | 80,031 | ||||||||||
Research and development expenses | — | 3,901 | — | 3,901 | |||||||||||
Income from operations | 304,743 | 53,426 | 1,142 | 359,311 | |||||||||||
Other income (expense) | |||||||||||||||
Interest expense | (13,356 | ) | — | — | (13,356 | ) | |||||||||
Debt retirement cost | (25,853 | ) | — | — | (25,853 | ) | |||||||||
Other income, net | 8,657 | — | — | 8,657 | |||||||||||
Income before income taxes | 274,191 | 53,426 | 1,142 | 328,759 | |||||||||||
Provision for income taxes | 94,029 | 19,493 | 315 | (F) | 113,837 | ||||||||||
Net income | $ | 180,162 | $ | 33,933 | $ | 827 | $ | 214,922 | |||||||
Earnings per common share: | |||||||||||||||
Basic | $ | 2.77 | $ | 3.30 | |||||||||||
Diluted | $ | 2.76 | $ | 3.29 | |||||||||||
Weighted average shares outstanding: | |||||||||||||||
Basic | 65,110,448 | 65,110,448 | |||||||||||||
Diluted | 65,234,840 | 65,234,840 |
The accompanying notes are an integral part of the unaudited pro forma combined financial statements.
2
WESTLAKE CHEMICAL CORPORATION
PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2005
(Unaudited)
Historical | Pro Forma | ||||||||||||||
Westlake Chemical Corporation | Longview Businesses | Pro Forma Adjustments | Combined | ||||||||||||
(in thousands of dollars, except per share data) | |||||||||||||||
Net sales | $ | 2,441,105 | $ | 681,869 | — | $ | 3,122,974 | ||||||||
Cost of sales | 1,997,474 | 575,187 | $ | 650 | (G) | 2,559,548 | |||||||||
(1,923 | )(H) | ||||||||||||||
(11,840 | )(I) | ||||||||||||||
Gross profit | 443,631 | 106,682 | 13,113 | 563,426 | |||||||||||
Selling, general and administrative expenses | 76,598 | 28,151 | 1,358 | (J) | 106,107 | ||||||||||
Research and development expenses | — | 5,701 | — | 5,701 | |||||||||||
Income from operations | 367,033 | 72,830 | 11,755 | 451,618 | |||||||||||
Other income (expense) | |||||||||||||||
Interest expense | (23,717 | ) | — | — | (23,717 | ) | |||||||||
Debt retirement cost | (646 | ) | — | — | (646 | ) | |||||||||
Other income, net | 2,658 | — | — | 2,658 | |||||||||||
Income before income taxes | 345,328 | 72,830 | 11,755 | 429,913 | |||||||||||
Provision for income taxes | 118,511 | 26,781 | 3,923 | (K) | 149,215 | ||||||||||
Net income | $ | 226,817 | $ | 46,049 | $ | 7,832 | $ | 280,698 | |||||||
Earnings per common share: | |||||||||||||||
Basic | $ | 3.49 | $ | 4.32 | |||||||||||
Diluted | $ | 3.48 | $ | 4.30 | |||||||||||
Weighted average shares outstanding: | |||||||||||||||
Basic | 65,008,253 | 65,008,253 | |||||||||||||
Diluted | 65,251,109 | 65,251,109 |
The accompanying notes are an integral part of the unaudited pro forma combined financial statements.
3
WESTLAKE CHEMICAL CORPORATION
NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
NOTE 1. Basis of Presentation
On November 30, 2006, Westlake Chemical Corporation (the “Company”) acquired the polyethylene and Epolene® polymer businesses of Eastman Chemical Company (“Eastman”) headquartered in Longview, Texas, related assets and a 200-mile ethylene pipeline from Mt. Belvieu, Texas to Longview, Texas (“Longview Businesses”) for cash. Working capital assets other than inventory were not included in the acquisition.
The accompanying unaudited pro forma combined financial statements present the pro forma consolidated financial position and results of operations of the combined company based upon the historical consolidated financial statements of the Company and the historical combined financial statements of the Longview Businesses after giving effect to the adjustments described below.
The unaudited pro forma combined financial statements are prepared using the purchase method of accounting, with the Company treated as the acquirer. The unaudited combined financial statements reflect, on a pro forma basis, the combined statements of operations for the nine month period ended September 30, 2006 and for the year ended December 31, 2005 presented as if the acquisition of the Longview Businesses had been consummated as of January 1, 2005, the beginning of the Company’s 2005 fiscal year, and the combined balance sheet as of September 30, 2006 presented as if the acquisition had been consummated on September 30, 2006. These unaudited pro forma financial statements should be read in conjunction with (a) the December 31, 2005 financial statements of the Company included in the annual report on Form 10-K for the fiscal year ended December 31, 2005 and the September 30, 2006 financial information of the Company included in the quarterly report on Form 10-Q for the quarterly period ended September 30, 2006, and (b) the historical combined financial statements of the Longview Businesses included elsewhere in this Form 8-K.
Under the purchase method of accounting, the assets and liabilities of the Longview Businesses were recorded at their respective fair values as of the date of the acquisition, November 30, 2006. The Company has obtained preliminary third-party valuations of property, plant and equipment, intangible assets and certain other assets. The values of certain assets and liabilities are based on preliminary valuations, as allowed by U.S. generally accepted accounting principles, and are subject to adjustment as additional information is obtained. The Company cannot provide any assurance that such adjustments will not result in a material change.
Inventory at September 30, 2006 is recorded at the lower of cost or market. The unaudited pro forma combined financial statements have been adjusted to reflect changes in market prices subsequent to that date. As a result, the unaudited pro forma combined financial statements include an adjustment, Note 2, footnote (A3), to reduce the Longview Businesses September 30, 2006 inventory to the market value of the inventory at the date of the acquisition, November 30, 2006.
The unaudited pro forma combined financial statements are provided for illustrative purposes only and do not purport to represent what the actual consolidated results of operations or the consolidated financial position of the Company would have been had the Longview Businesses acquisition occurred on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position.
The accompanying unaudited pro forma combined financial statements do not give effect to any incremental costs resulting from feedstock supply agreements with Eastman or other external parties entered into as a result of the acquisition, realization of cost savings from operating efficiencies or other restructuring costs that may result from the acquisition of the Longview Businesses.
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WESTLAKE CHEMICAL CORPORATION
NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS – (Continued)
(Dollars in thousands, except per share data)
NOTE 2. Pro Forma Adjustments
(A) | The preliminary allocation of the purchase price to assets acquired and liabilities assumed at their estimated fair market value. |
Purchase Price funded from: | ||||
Cash and cash equivalents | $ | 135,872 | (A1) | |
Short-term investments | 100,275 | (A1) | ||
$ | 236,147 | |||
Preliminary estimate of fair value of identifiable net assets acquired | ||||
Longview Businesses combined equity | $ | 221,199 | (A7) | |
Less: receivables not acquired | (71,512 | )(A2) | ||
Longview Businesses adjusted combined equity | 149,687 | |||
Adjustment of inventory | (16,016 | )(A3) | ||
Preliminary fair value adjustment of property, plant and equipment | 66,840 | (A4) | ||
Preliminary fair value adjustment of identifiable intangible assets | 25,313 | (A5) | ||
Preliminary estimate of tax adjustment on revaluation | (27,874 | )(A6) | ||
Goodwill | 38,197 | (A5) | ||
Preliminary fair value of net assets acquired | $ | 236,147 | ||
(A1) | Purchase consideration of $236,147, including capitalized acquisition cost of approximately $1,119. |
(A2) | To eliminate the Longview Businesses receivables, as receivables were not acquired. |
(A3) | To reduce the Longview Businesses inventory to the market value of the inventory at the date of the acquisition, November 30, 2006. |
Amount | ||||
Adjustment required to conform the accounting policy for the Longview Businesses inventory from the last-in, first-out (“LIFO”) basis to the first-in, first-out (“FIFO”) basis utilized by the Company | $ | 2,674 | ||
Adjustment to reduce the finished goods inventory volume from September 30, 2006 to the volume actually acquired at November 30, 2006 | (1,155 | ) | ||
Adjustment to increase raw materials from September 30, 2006 balances to raw materials actually acquired at November 30, 2006 | 4,144 | |||
Adjustment to reflect the decline in fair market value of inventory occurring during the fourth quarter of 2006 as evidenced by declining sales prices during that period compared to selling prices from prior periods | (21,679 | ) | ||
$ | (16,016 | ) | ||
(A4) | Represents the adjustment necessary to reflect the Longview Businesses property, plant and equipment at estimated fair value. |
(A5) | The pro forma adjustment reflects the Longview Businesses’ identifiable intangible assets at fair value and goodwill associated with the acquisition. Based on the preliminary allocation of the purchase price to assets acquired and liabilities assumed, the remaining unallocated purchase price was allocated to goodwill. |
5
WESTLAKE CHEMICAL CORPORATION
NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS – (Continued)
(Dollars in thousands, except per share data)
Amount | |||
Identifiable intangible assets | $ | 25,313 | |
Goodwill | 38,197 | ||
$ | 63,510 | ||
The preliminary fair value and estimated lives allocated to acquired intangible assets subject to amortization and intangible assets not subject to amortization are as follows:
Fair Value | Amortizable Life | ||||
Patents | $ | 6,503 | 10 | ||
Customer relationships | 17,649 | 13 | |||
Epolene® trade name | 1,161 | — | |||
$ | 25,313 | ||||
(A6) | To record deferred taxes based on the difference between the tax basis and the revalued book basis of the Longview Businesses assets and liabilities. |
(A7) | Represents the elimination of historical shareholder’s equity of the Longview Businesses. |
(B) | Amortization of the intangible asset patents over the periods specified in Note 2, footnote (A5). |
(C) | Adjustment to reduce previously recorded depreciation to reflect depreciation of property, plant and equipment acquired based on estimated useful lives of 2 - 35 years. |
(D) | Elimination of net income effect of the LIFO inventory accounting method. |
(E) | Amortization of the intangible asset customer relationships over the periods specified in Note 2, footnote (A5). |
(F) | Income taxes relating to the Longview Businesses and foregoing adjustments based on the combined federal and state statutory tax rate of 36.3%. |
(G) | Amortization of the intangible asset patents over the periods specified in Note 2, footnote (A5). |
(H) | Adjustment to reduce previously recorded depreciation to reflect depreciation of property, plant and equipment acquired based on estimated useful lives of 2 - 35 years. |
(I) | Elimination of net income effect of the LIFO inventory accounting method. |
(J) | Amortization of the intangible asset customer relationships over the periods specified in Note 2, footnote (A5). |
(K) | Income taxes relating to the Longview Businesses and foregoing adjustments based on the combined federal and state statutory tax rate of 36.3%. |
6
WESTLAKE CHEMICAL CORPORATION
NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS – (Continued)
(Dollars in thousands, except per share data)
NOTE 3. Pro Forma Earnings per Share
Pro forma combined basic earnings per share are based on the Company’s historical weighted average shares outstanding of 65,110,448 and 65,008,253, and calculated using the pro forma net income for the nine month period ended September 30, 2006 and for the year ended December 31, 2005, respectively.
Pro forma combined diluted earnings per share are based on the Company’s historical weighted average shares with dilution outstanding of 65,234,840 and 65,251,109, and calculated using the pro forma net income for the nine month period ended September 30, 2006 and for the year ended December 31, 2005, respectively.
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