Exhibit 99.2
UNAUDITED HISTORICAL FINANCIAL STATEMENTS OF
CHICAGO TUBE AND IRON COMPANY
CHICAGO TUBE AND IRON COMPANY
UNAUDITED BALANCE SHEET
AS OF FEBRUARY 28, 2011
| | | | |
| | February 28, 2011 | |
ASSETS | | | | |
CURRENT ASSETS | | | | |
Cash and cash equivalents | | $ | 6,933,790 | |
Investment securities | | | 8,572,174 | |
Accounts receivable (net of allowance for doubtful accounts of $474,180) | | | 23,962,920 | |
Inventories | | | 28,631,018 | |
Deferred income taxes | | | 639,448 | |
Assets held for sale | | | 1,159,389 | |
Other current assets | | | 223,965 | |
| | | | |
Total current assets | | | 70,122,704 | |
| | | | |
PROPERTY, PLANT, AND EQUIPMENT | | | 48,639,675 | |
| | | | |
OTHER ASSETS | | | 2,453,105 | |
| | | | |
TOTAL ASSETS | | $ | 121,215,484 | |
| | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | |
CURRENT LIABILITIES | | | | |
Current maturities of long-term debt | | $ | 730,000 | |
Accounts payable | | | 9,336,621 | |
Accrued liabilities | | | 7,944,164 | |
| | | | |
Total current liabilities | | | 18,010,785 | |
| | | | |
LONG-TERM LIABILITIES | | | | |
Long-term debt, less current maturities | | | 5,880,000 | |
Interest rate swap settlement | | | 488,945 | |
Deferred compensation | | | 1,476,058 | |
Deferred income taxes | | | 8,491,575 | |
| | | | |
Total long-term liabilities | | | 16,336,578 | |
| | | | |
Total liabilities | | | 34,347,363 | |
| | | | |
SHAREHOLDERS’ EQUITY | | | | |
Common stock | | | 1,882 | |
Additional paid-in capital | | | 2,081,371 | |
Accumulated other comprehensive loss | | | (304,307 | ) |
Retained earnings | | | 85,089,175 | |
| | | | |
Total shareholders’ equity | | | 86,868,121 | |
| | | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 121,215,484 | |
| | | | |
CHICAGO TUBE AND IRON COMPANY
UNAUDITED STATEMENTS OF INCOME
THREE MONTHS ENDED FEBRUARY 28, 2011 AND FEBRUARY 28, 2010
| | | | | | | | |
| | Three Months Ended February 28, 2011 | | | Three Months Ended February 28, 2010 | |
NET SALES | | $ | 52,227,159 | | | $ | 42,483,703 | |
COST OF SALES | | | 38,389,086 | | | | 29,931,696 | |
| | | | | | | | |
Gross margin | | | 13,838,073 | | | | 12,552,007 | |
OPERATING EXPENSES | | | | | | | | |
Warehousing | | | 2,145,320 | | | | 1,942,298 | |
Selling | | | 1,456,457 | | | | 1,146,989 | |
Transportation | | | 1,794,649 | | | | 1,499,424 | |
General and administrative | | | 5,930,092 | | | | 5,483,100 | |
| | | | | | | | |
Total operating expenses | | | 11,326,518 | | | | 10,071,811 | |
Operating income | | | 2,511,555 | | | | 2,480,196 | |
OTHER INCOME (EXPENSE) | | | | | | | | |
Interest income | | | 5,720 | | | | 15,242 | |
Other income (expense) | | | (2,341 | ) | | | — | |
Interest expense | | | (71,560 | ) | | | (79,394 | ) |
| | | | | | | | |
Income before income taxes | | | 2,443,374 | | | | 2,416,044 | |
| | | | | | | | |
Income tax expense | | | 977,350 | | | | 966,417 | |
NET INCOME | | $ | 1,466,024 | | | $ | 1,449,627 | |
| | | | | | | | |
CHICAGO TUBE AND IRON COMPANY
UNAUDITED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED FEBRUARY 28, 2011 AND FEBRUARY 28, 2010
| | | | | | | | |
| | Three Months Ended February 28, 2011 | | | Three Months Ended February 28, 2010 | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | |
Net income | | $ | 1,466,024 | | | $ | 1,449,627 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | |
Depreciation | | | 980,942 | | | | 946,602 | |
Amortization of debt issuance costs | | | 2,741 | | | | 2,741 | |
Provision for doubtful accounts | | | 90,000 | | | | 108,000 | |
Realized losses from sale of investment securities | | | 15,615 | | | | — | |
Loss on sale of equipment | | | (400 | ) | | | — | |
Effects of changes in operating assets and liabilities: | | | | | | | | |
Accounts receivable | | | (6,570,911 | ) | | | (9,373,254 | ) |
Inventories | | | 867,320 | | | | 516,333 | |
Refundable income taxes | | | 777,106 | | | | 695,983 | |
Other current assets | | | (19,410 | ) | | | (41,458 | ) |
Accounts payable | | | 525,154 | | | | 1,156,452 | |
Other liabilities | | | (14,766 | ) | | | (1,357,573 | ) |
| | | | | | | | |
Net cash used in operating activities | | | (1,880,586 | ) | | | (5,896,550 | ) |
| | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | |
Increase in other assets | | | (291,463 | ) | | | (206,180 | ) |
Proceeds from sale of equipment | | | 400 | | | | — | |
Proceeds from sale of investment securities | | | 7,927,331 | | | | — | |
Purchases of investment securities | | | (7,836,121 | ) | | | — | |
Purchases of property, plant, and equipment | | | (135,987 | ) | | | (658,427 | ) |
| | | | | | | | |
Net cash used in investing activities | | | (335,840 | ) | | | (864,607 | ) |
| | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | |
Dividends paid | | | (263,495 | ) | | | (277,204 | ) |
| | | | | | | | |
Net cash used in financing activities | | | (263,495 | ) | | | (277,204 | ) |
| | | | | | | | |
NET DECREASE IN CASH AND CASH EQUIVALENTS | | | (2,479,921 | ) | | | (7,038,361 | ) |
CASH AND CASH EQUIVALENTS, BEGINNING OF THREE MONTH PERIOD | | | 9,413,711 | | | | 25,023,776 | |
| | | | | | | | |
CASH AND CASH EQUIVALENTS, END OF THREE MONTH PERIOD | | $ | 6,933,790 | | | $ | 17,985,415 | |
| | | | | | | | |
CHICAGO TUBE AND IRON COMPANY
NOTES TO UNAUDITED FINANCIAL STATEMENTS
February 28, 2011
NOTE 1 - NATURE OF BUSINESS
Chicago Tube and Iron Company (the Company) operates in two primary business segments within the metals industry: distribution of steel tubing, cold finished bar, pipe, valves and fittings; and the fabrication of pressure parts supplied to various industrial markets, primarily consisting of power generation specific to electric utilities as well as the waste to energy sectors. The Company’s metals distribution business is regional, supplying Midwest markets. To differentiate itself from competitors, the Company provides a variety of value-added services to its distribution product line. The Company’s fabrication operations serve national markets.
NOTE 2 - INVESTMENT SECURITIES
The amortized cost, gross unrealized gains and losses, and fair values of available-for-sale securities held at February 28, 2011 are as follows:
| | | | | | | | | | | | | | | | |
| | Amortized Cost | | | Gross Unrealized Gains | | | Gross Unrealized Losses | | | Fair Value | |
Equities | | $ | 524,892 | | | $ | 2,143 | | | $ | 2,405 | | | $ | 524,630 | |
Fixed income: | | | | | | | | | | | | | | | | |
Corporate bonds | | | 2,551,757 | | | | — | | | | 15,545 | | | | 2,536,212 | |
International bonds | | | 436,290 | | | | 6,743 | | | | 24,362 | | | | 418,671 | |
Municipal securities | | | 1,816,702 | | | | 1,417 | | | | 1,036 | | | | 1,817,083 | |
Mutual funds | | | 2,927,453 | | | | 22,407 | | | | — | | | | 2,949,860 | |
| | | | | | | | | | | | | | | | |
Total fixed income | | | 7,732,202 | | | | 30,567 | | | | 40,943 | | | | 7,721,826 | |
Other | | | 325,000 | | | | 718 | | | | — | | | | 325,718 | |
| | | | | | | | | | | | | | | | |
Total investment securities | | $ | 8,582,094 | | | $ | 33,428 | | | $ | 43,348 | | | $ | 8,572,174 | |
| | | | | | | | | | | | | | | | |
Proceeds from the sale of available-for-sale securities during the three months ended February 28, 2011 were $7,927,331. The net realized loss from those sales was $15,615.
CHICAGO TUBE AND IRON COMPANY
NOTES TO UNAUDITED FINANCIAL STATEMENTS
February 28, 2011
NOTE 2 - INVESTMENT SECURITIES (CONTINUED)
The amortized cost and estimated fair value of debt securities at February 28, 2011, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
| | | | | | | | |
| | Amortized Cost | | | Estimated Fair Value | |
Due after one year through five years | | $ | 4,334,644 | | | $ | 4,301,585 | |
| | | | | | | | |
Due after five through ten years | | $ | 795,105 | | | $ | 796,098 | |
| | | | | | | | |
The following table presents investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, as of February 28, 2011:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Investments in a Continuous Unrealized Loss Position | |
| | Less Than 12 Months | | | 12 Months or More | | | Total | |
| | Unrealized Loss | | | Fair Value | | | Unrealized Loss | | | Fair Value | | | Unrealized Loss | | | Fair Value | |
Municipal bonds | | $ | 1,036 | | | $ | 871,695 | | | $ | — | | | $ | — | | | $ | 1,036 | | | $ | 871,695 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Corporate bonds | | $ | 15,545 | | | $ | 2,536,212 | | | $ | — | | | $ | — | | | $ | 15,545 | | | $ | 2,536,212 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
International bonds | | $ | 24,362 | | | $ | 269,947 | | | $ | — | | | $ | — | | | $ | 24,362 | | | $ | 269,947 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
There were two international bonds, two municipal securities and six corporate bonds in an unrealized loss position for less than 12 months. Management considered industry analyst reports, sector credit reports, and volatility in the markets in concluding that the unrealized losses as of February 28, 2011 were primarily the result of customary and expected fluctuations in the bond markets. As a result, all security impairments as of February 28, 2011 were considered temporary.
CHICAGO TUBE AND IRON COMPANY
NOTES TO UNAUDITED FINANCIAL STATEMENTS
February 28, 2011
NOTE 3 - INVENTORIES
Inventories consist of the following:
| | | | |
| | February 28, 2011 | |
Finished goods and purchased products | | $ | 21,618,161 | |
Work in process | | | 7,012,857 | |
| | | | |
| | $ | 28,631,018 | |
| | | | |
If the FIFO cost method had been used, inventories would have been approximately $13,467,000 higher at February 28, 2011.
NOTE 4 - PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment consisted of the following at February 28, 2011:
| | | | |
| | February 28, 2011 | |
Land | | $ | 5,971,050 | |
Buildings and improvements | | | 39,007,994 | |
Warehouse equipment | | | 34,853,871 | |
Vehicles and office equipment | | | 12,390,065 | |
Construction in progress | | | 125,228 | |
| | | | |
| | | 92,348,208 | |
Accumulated depreciation | | | (43,708,533 | ) |
| | | | |
| | $ | 48,639,675 | |
| | | | |
NOTE 5 - ASSETS HELD FOR SALE
The Company’s long-lived assets held for sale are valued on an asset-by-asset basis at the lower of carrying amount or fair value less costs to sell. Depreciation on those assets held for sale has ceased. The assets held for sale are comprised of certain land, buildings, and equipment that are used in the Company’s Wisconsin and North Carolina operations. The assets held for sale are reported at their carrying amount.
NOTE 6 - NOTES PAYABLE
At February 28, 2011, the Company had an unsecured line of credit in the amount of $15,000,000, due May 2, 2011. The line bears interest at one month LIBOR plus one percent. There were no outstanding loans on this line at February 28, 2011.
The provisions of the credit agreement contain a funded debt to EBITDA ratio requirement.
CHICAGO TUBE AND IRON COMPANY
NOTES TO UNAUDITED FINANCIAL STATEMENTS
February 28, 2011
NOTE 7 - LONG-TERM DEBT
The Company obtained financing from an $8,000,000 Industrial Revenue Bond issued through the Stanly County, North Carolina Industrial Revenue and Pollution Control Authority. The proceeds of this bond were used to finance the acquisition of land and construction of a new facility in North Carolina. The bond matures in April 2018 with the option to provide principal payments annually, April 1. Interest is payable monthly, with a variable rate that resets weekly (.38 percent at February 28, 2011). As a security for payment of the bonds, the Company obtained a direct pay letter of credit issued by JPMorgan Chase Bank, N.A. in an original amount of $8,000,000. The letter of credit reduces annually by the principal reduction amount.
Principal payments on the bonds are optional. It is the Company’s intent to repay the bonds as follows:
| | | | |
2011 | | $ | 730,000 | |
2012 | | | 755,000 | |
2013 | | | 785,000 | |
2014 | | | 810,000 | |
2015 | | | 835,000 | |
2016 and thereafter | | | 2,695,000 | |
| | | | |
| | | 6,610,000 | |
Less current portion | | | 730,000 | |
| | | | |
Total | | $ | 5,880,000 | |
| | | | |
The Company entered into an interest rate swap agreement to reduce the impact of changes in interest rates on the above Industrial Revenue Bond. At February 28, 2011 the effect of the swap agreement on the bond was to fix the rate at 3.46 percent. The swap agreement matures April 2018, but is reduced annually by the amount of the optional principal payments on the bond. The Company is exposed to credit loss in the event of nonperformance by the other parties to the interest rate swap agreement. However, the Company does not anticipate nonperformance by the counterparties.
NOTE 8 - COMMON STOCK
There were 300,000 shares of $.01 par value common stock authorized at February 28, 2011, of which 188,211 were outstanding. During the three months ended February 28, 2011, the Company paid cash dividends of $263,495, or $1.40 per outstanding share.
NOTE 9 - INCOME TAXES
For the three months ended February 28, 2011, the Company recorded an income tax provision of $977,350, or 40 percent. For the three months ended February 28, 2010, the Company recorded an income tax provision of $966,417, or 40 percent. Income taxes computed at the statutory federal income tax rate of 34 percent differ from the provision for income taxes reflected in the
CHICAGO TUBE AND IRON COMPANY
NOTES TO UNAUDITED FINANCIAL STATEMENTS
February 28, 2011
NOTE 9 - INCOME TAXES(CONTINUED)
financial statements, primarily due to the impact of state income taxes on the federal provision and nondeductible permanent differences.
The Company files income tax returns in the U.S. federal jurisdiction and eight states. The Company is no longer subject to U.S. federal income tax examinations by tax authorities for years before 2007.
NOTE 10 - BENEFIT PLANS
The Company contributes to various multi-employer pension plans under collective bargaining agreements. Expense for these plans approximated $19,000 in the three months ended February 28, 2011 and $22,700 in the three months ended February 28, 2010.
NOTE 11 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL STATEMENTS
The Company’s financial instruments consist principally of cash, investments, accounts receivable, accounts payable, long-term debt, and an interest rate swap agreement. There are no significant differences between the carrying value and fair value of any of these financial instruments.
In determining fair value, the Company uses various valuation approaches within the required fair value measurement framework. Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability.
The Company uses a hierarchy for inputs when measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Defined levels within the hierarchy are based on the reliability of inputs as follows:
| • | | Level 1 - Valuations based on unadjusted quoted prices for identical assets or liabilities in active markets; |
| • | | Level 2 - Valuations based on quoted prices for similar assets or liabilities or identical assets or liabilities in less active markets, such as dealer or broker markets; and |
| • | | Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable, such as pricing models, discounted cash flow models, and similar techniques not based on market, exchange, dealer or broker-traded transactions. |
A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, follows:
Investment securities listed on a national market or exchange are valued at the last sales price, or if there is no sale and the market is still considered active, the last transaction price before year-end. Such securities are classified within Level 1 and Level 2 of the valuation hierarchy.
The fair value of the swap agreement is estimated by a third party using a model that builds a yield curve from market data for actively traded securities at various times and maturities and takes into
CHICAGO TUBE AND IRON COMPANY
NOTES TO UNAUDITED FINANCIAL STATEMENTS
February 28, 2011
NOTE 11 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL STATEMENTS(CONTINUED)
account current interest rates and current credit worthiness of the respective counterparties. The interest rate swap is classified within Level 2 of the valuation hierarchy.
The following tables set forth financial assets and liabilities measured at fair value in the accompanying balance sheet and the respective levels to which the fair value measurements are classified within the fair value hierarchy as of February 28, 2011:
| | | | | | | | | | | | | | | | |
| | February 28, 2011 | |
| | Level 1 Inputs | | | Level 2 Inputs | | | Level 3 Inputs | | | Total Fair Value | |
Interest rate swap | | $ | — | | | $ | 488,945 | | | $ | — | | | $ | 488,945 | |
| | | | | | | | | | | | | | | | |
Investment securities: | | | | | | | | | | | | | | | | |
Equities | | $ | — | | | $ | 524,630 | | | $ | — | | | $ | 524,630 | |
Mutual funds | | | 2,949,860 | | | | — | | | | — | | | | 2,949,860 | |
Corporate bonds | | | — | | | | 2,536,212 | | | | — | | | | 2,536,212 | |
International bonds | | | — | | | | 418,671 | | | | — | | | | 418,671 | |
Municipal bonds | | | — | | | | 1,817,083 | | | | — | | | | 1,817,083 | |
Other | | | — | | | | 325,718 | | | | — | | | | 325,718 | |
| | | | | | | | | | | | | | | | |
Total investment securities | | $ | 2,949,860 | | | $ | 5,622,314 | | | $ | — | | | $ | 8,572,174 | |
| | | | | | | | | | | | | | | | |
NOTE 12 - CONCENTRATIONS
The Company maintains its cash accounts with several banks. At February 28, 2011 cash balances were insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 per depositor per bank. At times, balances in these accounts may exceed federally insured limits.