Exhibit 99.2
Everett Charles Technologies
Combined Financial Statements
As of and for the nine months ended September 30, 2013
Everett Charles Technologies
INDEX TO COMBINED FINANCIAL STATEMENTS
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| | Page(s) | |
Financial Statements: | | | | |
| |
Combined Statement of Operations | | | 1 | |
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Combined Balance Sheet | | | 2 | |
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Combined Statement of Cash Flows | | | 3 | |
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Notes to Combined Financial Statements | | | 4 | |
Everett Charles Technologies
COMBINED STATEMENT OF OPERATIONS
(In thousands)
| | | | |
| | For the Nine Months Ended September 30, 2013 | |
Revenue | | $ | 205,330 | |
Cost of goods and services | | | 141,502 | |
| | | | |
Gross profit | | | 63,828 | |
Selling and administrative expenses | | | 48,675 | |
Loss on disposal of investment | | | 610 | |
| | | | |
Operating earnings | | | 14,543 | |
Interest expense, net | | | 651 | |
Income from forgiveness of debt | | | (37,803 | ) |
Other expense, net | | | 3,857 | |
| | | | |
Earnings before income tax | | | 47,838 | |
Income tax expense | | | 12,931 | |
| | | | |
Net earnings | | $ | 34,907 | |
| | | | |
See Notes to Combined Financial Statements.
1
Everett Charles Technologies
COMBINED BALANCE SHEET
(In thousands)
| | | | |
| | September 30, 2013 | |
Current assets: | | | | |
Cash | | $ | 15,573 | |
Accounts receivable, net of allowances of $1,153 | | | 53,318 | |
Inventories, net | | | 35,999 | |
Prepaid and other current assets | | | 2,445 | |
Total current assets | | | 107,335 | |
| | | | |
Advances due from Dover, net | | | 32,685 | |
Notes receivable from affiliates | | | — | |
Property, plant and equipment, net | | | 25,134 | |
Goodwill | | | 195,096 | |
Intangible assets, net | | | 20,113 | |
Other assets and deferred charges | | | 2,108 | |
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Total assets | | $ | 382,471 | |
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Current liabilities: | | | | |
Accounts payable | | | 16,178 | |
Accrued compensation and employee benefits | | | 9,605 | |
Other accrued expenses | | | 5,489 | |
Income taxes payable | | | 9,274 | |
| | | | |
Total current liabilities | | | 40,546 | |
| | | | |
Advances due to Dover, net | | | 39,896 | |
Notes payable to affiliates | | | — | |
Deferred income taxes | | | 65,212 | |
Other long-term liabilities | | | 648 | |
Divisional Equity: | | | | |
Total owner’s equity | | | 236,169 | |
| | | | |
Total liabilities and divisional equity | | $ | 382,471 | |
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See Notes to Combined Financial Statements.
2
Everett Charles Technologies
COMBINED STATEMENT OF CASH FLOWS
(In thousands)
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| | Nine Months Ended September 30, 2013 | |
Operating Activities | | | | |
Net earnings | | $ | 34,907 | |
Adjustments to reconcile net earnings to cash provided by operating activities: | | | | |
Provision for losses on accounts receivable, net of recoveries | | | 231 | |
Deferred income taxes | | | 1,707 | |
Cash effect of changes in current assets and liabilities: | | | | |
Accounts receivable | | | (11,264 | ) |
Inventories | | | 1,013 | |
Prepaid expenses and other assets | | | (553 | ) |
Accounts payable | | | 4,243 | |
Accrued expenses | | | 2,554 | |
Accrued taxes | | | 11,888 | |
Other non-current, net | | | (13,720 | ) |
| | | | |
Net cash provided by operating activities | | | 31,006 | |
| | | | |
| |
Investing Activities | | | | |
Proceeds from the sale of property, plant and equipment | | | 185 | |
Additions to property, plant and equipment | | | (2,610 | ) |
| | | | |
Net cash used in investing activities | | | (2,425 | ) |
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Financing Activities | | | | |
Change in notes payable | | | (82,133 | ) |
Capital contribution from Dover, net | | | 66,715 | |
| | | | |
Net cash used in financing activities | | | (15,418 | ) |
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Effect of exchange rate changes on cash | | | 201 | |
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Net change in cash | | | 13,364 | |
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Cash at beginning of year | | | 2,209 | |
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Cash at end of year | | $ | 15,573 | |
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See Notes to Combined Financial Statements.
3
Everett Charles Technologies
NOTES TO COMBINED FINANCIAL STATEMENTS
(Amounts in thousands, unless otherwise indicated)
These financial statements have not been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). They do not purport to properly reflect a stand-alone entity as would be required by U.S. GAAP, nor do they contain a complete set of notes thereto which would be required to comply with financial statements prepared in accordance with U.S. GAAP.
In addition, these financial statements present the Combined Statements of Operations and Combined Balance Sheet of the Everett Charles Technology businesses, rather than the legal consolidation.
These financial statements have been prepared from the underlying accounting records of the operating companies as included in the consolidated financial statements of Dover Corporation, which are prepared in accordance with U.S. GAAP.
The underlying transactions entered into by Everett Charles Technologies and its affiliates were recorded in accordance with U.S. GAAP in all material respects and in a consistent manner across all periods.
The results of operations include charges incurred by Everett Charles Technologies as a result of the legal structure of certain entities included in the Combined Financial Statements. For management review of operating results, these charges are eliminated. However, these financial statements do not reflect any such adjustments which are needed in order to properly understand the results of operations.
No attempt has been made to adjust these financial statements in accordance with U.S. GAAP guidance as pertains to carve-out financial statements, or stand-alone financial statements. As a result, these financials statements do not include adjustments for corporate allocations, depreciation and amortization expense, intercompany royalties and legal fees associated with their registration and defense, stock compensation expense, and others.
Income taxes have been computed based upon instructions from the Dover group of companies by jurisdiction and do not reflect adjustments that would be required under carve-out financial statements.
As these are Combined Financial Statements, Owners’ Equity represents the outstanding common stock, additional paid-in capital, accumulated other comprehensive income, including the currency translation adjustment, and retained earnings of each of the legal entities and divisions which are not wholly owned by the deemed parent company, DTG International, Inc.
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