Reliance Steel & Aluminum Co. filed a Form 8-K with the SEC to provide information on its pending acquisition of PNA Group Holding Corporation. The filing includes audited and unaudited financial statements of PNA for 2005-2007 and Q1 2008. It also includes unaudited pro forma financial information reflecting the acquisition and related transactions. The acquisition and related transactions are subject to closing conditions and there is no assurance they will be consummated.
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Form_8-K_2008-07-17reliance steel & aluminum
1. UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 17, 2008
RELIANCE STEEL & ALUMINUM CO.
(Exact name of registrant as specified in its charter)
California 001-13122 95-1142616
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification Number)
350 S. Grand Ave., Suite 5100
Los Angeles, CA 90071
(Address of principal executive offices)
(213) 687-7700
(Registrant’s telephone number, including area code)
Not applicable.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
2. Item 8.01 Other Events.
In connection with the pending acquisition (the “PNA Acquisition”) of PNA Group Holding Corporation (“PNA”) by Reliance Steel &
Aluminum Co. (“Reliance” or the “Company”), the following financial statements of PNA are attached hereto:
Consolidated financial statements of PNA Group Holding Corporation (Successor) as of December 31, 2007 and 2006, for the year
•
ended December 31, 2007 and for the period from May 10, 2006 to December 31, 2006 and the consolidated financial statements of
PNA Group, Inc. (Predecessor) for the period from January 1, 2006 to May 9, 2006 and for the year ended December 31, 2005; and
Unaudited consolidated financial statements of PNA Group Holding Corporation as of March 31, 2008 and 2007 and for the three
•
months ended March 31, 2008 and 2007.
The following pro forma financial information is also attached hereto:
Unaudited Pro Forma Combined Balance Sheet as of March 31, 2008 and the related Unaudited Pro Forma Combined Statements of
•
Income for the three months ended March 31, 2008, and the twelve months ended December 31, 2007, reflecting the PNA Acquisition
and the related repayment or refinancing of PNA indebtedness and the tender of all of the 10 3/4% Senior Notes due 2016 of PNA
Group, Inc. and the Senior Floating Rate Toggle Notes due 2013 of PNA Intermediate Holding Corporation pursuant to the previously
announced tender offers and consent solicitations in respect thereof by the Company, as well as the funding of such transactions with
(i) the net proceeds of a proposed offering of common stock by the Company, (ii) borrowings under a planned new $250.0 million
term loan facility for which the Company has received commitments from a syndicate of lenders and (iii) borrowings under the
Company’s existing revolving credit facility (collectively, the “PNA Transactions”). The unaudited pro forma combined balance sheet
as of March 31, 2008 gives effect to the PNA Transactions as if they had occurred on March 31, 2008. The unaudited pro forma
combined statements of income for the three months ended March 31, 2008 and the year ended December 31, 2007 assume the PNA
Transactions were effected on January 1, 2008 and January 1, 2007, respectively. The pro forma financial information does not include
adjustments to eliminate certain non-recurring expenses that Reliance does not expect to incur after taking control of PNA and also
does not include the financial results of Precision Flamecutting & Steel, L.P., acquired by PNA on December 24, 2007, or of Sugar
Steel Corporation (and its affiliate) acquired by PNA on March 14, 2008, for the pre-acquisition periods. The unaudited pro forma
financial statements are presented for illustrative purposes only and are not necessarily indicative of the consolidated financial position
or consolidated results of operations of Reliance that would have been reported had the PNA Acquisition occurred on the dates
indicated, nor do they represent a forecast of the consolidated financial position of Reliance at any future date or the consolidated
results of operations of Reliance for any future period. Furthermore, there can be no assurance that the acquisition of PNA will be
consummated.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
23.1 Consent of PricewaterhouseCoopers LLP.
99.1 The consolidated financial statements of PNA Group Holding Corporation (Successor) as of December 31, 2007 and 2006, for the
year ended December 31, 2007 and for the period from May 10, 2006 to December 31, 2006 and the consolidated financial
statements of PNA Group, Inc. (Predecessor) for the period from January 1, 2006 to May 9, 2006 and for the year ended
December 31, 2005 and the unaudited consolidated financial statements of PNA Group Holding Corporation as of March 31,
2008 and 2007 and for the three months ended March 31, 2008 and 2007.
99.2 Pro forma financial information of Reliance Steel & Aluminum Co. as of March 31, 2008, and for the year ended December 31,
2007 and the three months ended March 31, 2008.
3. SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
RELIANCE STEEL & ALUMINUM CO.
By /s/ Karla Lewis
Dated: July 17, 2008
Karla Lewis
Executive Vice President, Chief Financial Officer
and Assistant Secretary
4. RELIANCE STEEL & ALUMINUM CO.
FORM 8-K
INDEX TO EXHIBITS
Exhibit No. Description
23.1 Consent of PricewaterhouseCoopers LLP.
99.1 The consolidated financial statements of PNA Group Holding Corporation (Successor) as of December 31, 2007 and 2006, for the
year ended December 31, 2007 and for the period from May 10, 2006 to December 31, 2006 and the consolidated financial
statements of PNA Group, Inc. (Predecessor) for the period from January 1, 2006 to May 9, 2006 and for the year ended
December 31, 2005 and the unaudited consolidated financial statements of PNA Group Holding Corporation as of March 31,
2008 and 2007 and for the three months ended March 31, 2008 and 2007.
99.2 Pro forma financial information of Reliance Steel & Aluminum Co. as of March 31, 2008, and for the year ended December 31,
2007 and the three months ended March 31, 2008.
5. Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-4 (No. 333-139790) and Form S-8 (Nos. 333-
82060, 333-133204, 333-133221, 333-136290 and 333-147226) of Reliance Steel & Aluminum Co. of our report dated May 23, 2008, relating
to the consolidated financial statements of PNA Group Holding Corporation (Successor) and our report dated April 23, 2007, relating to the
consolidated financial statements of PNA Group, Inc. (Predecessor), which appear in the Current Report on Form 8-K of Reliance Steel &
Aluminium Co. dated July 17, 2008.
/s/ PRICEWATERHOUSECOOPERS LLP
Atlanta, Georgia
July 16, 2008
6. Exhibit 99.1
PNA GROUP HOLDING CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Audited Financial Statements
Report of Independent Registered Public Accounting Firm (Predecessor) F-2
Report of Independent Registered Public Accounting Firm (Successor) F-3
Consolidated Balance Sheet of PNA Group Holding Corporation as of December 31, 2006 (Successor) and 2007 (Successor) F-4
Consolidated Statements of Income of PNA Group, Inc. for the year ended December 31, 2005 (Predecessor) and for the
period January 1, 2006 to May 9, 2006 (Predecessor) and Consolidated Statements of Income of PNA Group Holding
Corporation for the period May 10, 2006 to December 31, 2006 (Successor) and for the year ended December 31, 2007
(Successor) F-5
Consolidated Statements of Stockholder’s Equity of PNA Group, Inc. for the year ended December 31, 2005 and for the
period January 1, 2006 to May 9, 2006 (Predecessor) and Consolidated Statements of Stockholders’ Equity (Deficit) of
PNA Group Holding Corporation for the period May 10, 2006 to December 31, 2006 (Successor) and for the year ended
December 31, 2007 (Successor) F-6
Consolidated Statements of Cash Flows of PNA Group, Inc. for the year ended December 31, 2005 (Predecessor) and for the
period January 1, 2006 to May 9, 2006 (Predecessor) and Consolidated Statements of Cash Flows of PNA Group Holding
Corporation for the period May 10, 2006 to December 31, 2006 (Successor) and for the year ended December 31, 2007
(Successor) F-7
Notes to Consolidated Financial Statements F-8
Unaudited Financial Statements
Unaudited Condensed Consolidated Balance Sheets of PNA Group Holding Corporation as of December 31, 2007 and
March 31, 2008 F-36
Unaudited Condensed Consolidated Statements of Income of PNA Group Holding Corporation for three months ended
March 31, 2007 and the three months ended March 31, 2008 F-37
Unaudited Condensed Consolidated Statement of Stockholders’ Deficit of PNA Group Holding Corporation for the three
months ended March 31, 2008 F-38
Unaudited Condensed Consolidated Statement of Cash Flows of PNA Group Holding Corporation for the three months
ended March 31, 2007 and the three months ended March 31, 2008 F-39
Notes to Unaudited Condensed Consolidated Financial Statements F-40
7. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholder of PNA Group, Inc.:
In our opinion, the accompanying consolidated statements of income, of stockholder’s equity, and of cash flows present fairly, in all material
respects, the results of operations and cash flows of PNA Group, Inc. (Predecessor) and its subsidiaries for the year ended December 31, 2005
and the period from January 1, 2006 to May 9, 2006 in conformity with accounting principles generally accepted in the United States of
America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company
Accounting and Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Atlanta, Georgia
April 23, 2007
F-2
8. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of PNA Group Holding Corporation:
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, of stockholders’ equity, and
of cash flows present fairly, in all material respects, the financial position of PNA Group Holding Corporation (Successor) and its subsidiaries
at December 31, 2006 and December 31, 2007, and the results of their operations and their cash flows for the period from May 10, 2006 to
December 31, 2006 and for the year ended December 31, 2007 in conformity with accounting principles generally accepted in the United States
of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these statements in accordance with standards of the Public
Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Atlanta, Georgia
May 23, 2008
F-3
9. PNA GROUP HOLDING CORPORATION
CONSOLIDATED BALANCE SHEETS
December 31, 2006 and 2007
(in thousands of dollars, except share data)
Successor
December 31,
2006 2007
Assets
Current assets
Cash and cash equivalents $ 12,891 $ 15,471
Restricted cash 1,063 2,096
Accounts receivable, less allowance for doubtful accounts of $5,430 and $4,985, respectively 188,911 185,932
Inventories, net 410,604 392,110
Receivables from affiliates 3,906 487
Other current assets 16,852 18,950
Total current assets 634,227 615,046
Property, plant and equipment, net 61,542 72,104
Goodwill 9,886 32,667
Intangible assets, net 19,338 34,380
Deferred financing costs, net 11,037 15,466
Equity investments 7,643 8,941
Other noncurrent assets 2,771 2,215
Total assets $746,444 $780,819
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities
Accounts payable $141,594 $136,218
Payables to affiliates 603 1,237
Other payables 57,401 45,689
Income taxes payable 8,416 673
Total current liabilities 208,014 183,817
Long term debt, net of current maturities 474,414 688,940
Deferred income taxes 1,605 947
Accrued pension costs 5,293 3,316
Total liabilities 689,326 877,020
Commitments and contingencies — —
Minority interest 1,547 1,483
Stockholders’ equity (deficit)
Common stock: $.01 par value—10,000,000 shares authorized; 8,750,000 shares issued and outstanding 88 88
Additional paid-in capital 17,412 —
Retained earnings (Accumulated deficit) 38,201 (97,980)
Accumulated other comprehensive (loss) income (130) 208
Total stockholders’ equity (deficit) 55,571 (97,684)
Total liabilities and stockholders’ equity (deficit) $746,444 $780,819
The accompanying notes are an integral part of these consolidated financial statements.
F-4
10. PNA GROUP HOLDING CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(in thousands of dollars)
Predecessor Successor
Year Ended January 1 May 10 to Year Ended
December 31, to May 9, December 31, December 31,
2005 2006 2006 2007
Net sales $ 1,250,289 $ 487,190 $ 1,074,201 $ 1,632,469
Cost and expenses:
Cost of materials sold (exclusive of items shown below) 1,050,018 401,612 864,271 1,353,843
Processing 30,288 11,985 20,664 33,232
Distribution 17,321 6,395 14,647 19,348
Selling, general, and administrative 80,288 35,393 75,848 125,956
Amortization of intangibles — — 4,087 5,365
Depreciation 9,466 3,262 3,839 6,188
Total operating costs and expenses 1,187,381 458,647 983,356 1,543,932
Operating income 62,908 28,543 90,845 88,537
Interest expense 5,519 1,375 25,596 63,135
Income from equity investments (1,546) (770) (942) (2,558)
Income before minority interest and income tax expense 58,935 27,938 66,191 27,960
Minority interest 1,423 788 1,471 2,374
Income before income tax expense 57,512 27,150 64,720 25,586
Income tax expense 21,825 10,146 23,619 12,309
Net income $ 35,687 $ 17,004 $ 41,101 $ 13,277
Basic and fully diluted earnings per share $ 35,687 $ 17,004 $ 4.70 $ 1.52
Basic and fully diluted number of shares outstanding (Note 15) 1,000 1,000 8,750,000 8,750,000
Cash dividends per share $ — $2,000.00 $ 0.33 $ 19.07
The accompanying notes are an integral part of these consolidated financial statements.
F-5
11. PNA GROUP HOLDING CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(in thousands of dollars, except shares)
Common Stock Retained Accumulated
Additional Earnings Other
Paid-in (Accumulated Comprehensive
Shares Value Capital Deficit) (Loss) Income Total
Predecessor
1,000 $33,865 $ — $ 217,432 $ (1,088) $ 250,209
Balances at January 1, 2005
Net income — — — 35,687 — 35,687
Other comprehensive deficit, net of
tax:
Interest rate swap mark to market 256 256
Minimum pension liability
adjustment, net of tax benefit of
$803 (1,205) (1,205)
Comprehensive income 34,738
1,000 33,865 — 253,119 (2,037) 284,947
Balances at December 31, 2005
Net income — — — 17,004 — 17,004
Other comprehensive deficit, net of
tax:
Interest rate swap mark to market (253) (253)
Minimum pension liability
adjustment, net of tax liability of
$519 778 778
Comprehensive income 17,529
Dividends paid — — — (2,000) — (2,000)
1,000 $33,865 $ — $ 268,123 $ (1,512) $ 300,476
Balances at May 9, 2006
Successor
— $ — $ — $ — $ — $ —
Balances at May 10, 2006
Shares issued 8,750,000 88 17,412 — — 17,500
Net income — — — 41,101 — 41,101
Other comprehensive deficit, net of
tax:
Actuarial loss on defined benefit
plans, net of tax benefit of $86 (130) (130)
Comprehensive income 40,971
Dividends paid — — — (2,900) — (2,900)
8,750,000 88 17,412 38,201 (130) 55,571
Balances at December 31, 2006
Net income — — — 13,277 — 13,277
Other comprehensive deficit, net of
tax:
Actuarial gain and curtailment gain
on defined benefit plans, net of
tax benefit of $222 338 338
Comprehensive income 13,615
Dividends paid — — (17,412) (149,458) — (166,870)
8,750,000 $ 88 $ — $ (97,980) $ 208 $ (97,684)
Balances at December 31, 2007
The accompanying notes are an integral part of these consolidated financial statements.
F-6
12. PNA GROUP HOLDING CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of dollars)
Predecessor Successor
Year Ended January 1 May 10 to Year Ended
December 31, to May 9, December 31, December 31,
2005 2006 2006 2007
Cash flows from operating activities
Net income $ 35,687 $ 17,004 $ 41,101 $ 13,277
Adjustments to reconcile net income to net cash provided by (used in)
operating activities
Depreciation and amortization 9,466 3,262 7,926 11,553
Amortization of deferred financing costs and bond discount — — — 2,051
Provision for bad debts (10) 462 667 797
Deferred income taxes 4,802 (540) (2,226) (1,076)
Loss (gain) on disposal of fixed assets 108 — — (461)
Minority interests 1,423 788 1,471 2,374
Income from equity investments (1,546) (770) (942) (2,558)
Dividends received from equity investments 611 — 1,165 1,260
Increase in equity investment (560) — — —
Decrease (increase) in
Accounts receivable 2,653 (27,454) 2,708 7,583
Receivables from/payables to affiliates (1,778) (1,893) (2,512) 4,052
Inventories 83,993 (66,824) (98,599) 24,431
Other assets (3,639) 11,591 (7,376) 317
Increase (decrease) in
Payables 32,224 43,521 (19,750) (8,053)
Accruals (9,064) (2,077) 20,230 (8,402)
Income tax payable (2,308) 372 7,227 (7,743)
Accrued pension cost 1,023 (515) (1,613) (1,639)
Net cash provided by (used in) operating activities 153,085 (23,073) (50,523) 37,763
Cash flows from investing activities
Increase in restricted cash — — (1,063) (1,033)
Return of capital from equity investments 1,241 — — —
Purchases of property, plant and equipment (6,327) (2,460) (4,902) (14,778)
Proceeds from disposals of property, plant and equipment 585 — 4,558 1,125
Acquisition of PNA Group, Inc., net of cash acquired — — (261,568) —
Acquisition of MSC, net of cash acquired — — (53,700) (5,300)
Acquisition of Precision Flamecutting, net of cash acquired — — — (53,927)
Net cash used in investing activities (4,501) (2,460) (316,675) (73,913)
Cash flows from financing activities
Proceeds from Floating rate note issue — — — 167,025
Proceeds from bond issue — — 250,000 —
Net (repayment) proceeds on revolving credit facility (121,668) (54,458) 159,977 49,033
Proceeds (repayment) of term loan (24,716) 85,000 (85,000) —
Other long-term debt (63) 72 (365) (853)
Proceeds from mortgages on real estate — — 49,875 —
Proceeds from Platinum Equity Capital Partners loans — — 99,221 —
Repayment of Platinum Equity Capital Partners loans — — (99,221) —
Payment on Preussag North America, Inc. Seller note — — — (1,000)
Issuance of common stock — — 17,500 —
Deferred financing costs (797) (3,435) (8,453) (6,167)
Dividend paid to minority interest holders (1,862) (343) (2,058) (2,438)
Dividends paid to PNAG Holding — — — —
Dividends paid to stockholder — (2,000) (2,900) (166,870)
Net cash (used in) provided by financing activities (149,106) 24,836 378,576 38,730
Net (decrease) increase in cash and cash equivalents (522) (697) 11,378 2,580
13. Cash and cash equivalents at beginning of period 2,732 2,210 1,513 12,891
Cash and cash equivalents at end of period $ 2,210 $ 1,513 $ 12,891 $ 15,471
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 5,519 $ 1,581 $ 13,442 $ 60,763
Income taxes $ 20,723 $ 171 $ 20,198 $ 21,707
The accompanying notes are an integral part of these consolidated financial statements.
F-7
14. PNA GROUP HOLDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005, 2006 and 2007
(dollars in thousands, except share amounts)
Note 1. Description of Business and Significant Accounting Policies
Description of Business
PNA Group Holding Corporation (“PNAG Holding”), formerly known as Travel Holding Corporation, is a holding company which owns
all the outstanding stock of its two subsidiaries, PNA Intermediate Holding Corporation (“PNA Intermediate”) and Travel Main Corporation
(“Travel Main”). PNA Intermediate is a holding company which owns all the outstanding stock of its subsidiary, PNA Group, Inc. (“PNA”).
PNA is a holding company which provides management services to and conducts business through five operating subsidiaries. PNAG Holding
and its subsidiaries are referred to collectively herein as the “Company” or “Successor Company”, “we”, “us” or “our”.
The Company, through its indirect wholly-owned subsidiary, PNA, is a leading national steel service center group that distributes steel
products and provides value-added steel processing services to our customers, which are largely comprised of fabricators and original
equipment manufacturers, across a diversified group of industries, including the (i) infrastructure, institutional, industrial and commercial
construction, (ii) machinery and equipment, (iii) oil and gas, (iv) telecommunications and (v) utilities markets. The Company distributes a
variety of steel products, including a full line of structural and long products, plate, flat rolled coil, tubulars and sheet, as well as performs a
variety of value-added processing services for our customers.
The Company’s steel service center business is organized into two reportable segments: the long products and plate segment and the flat
rolled segment. During 2007, PNA operated its business through four operating subsidiaries: Infra-Metals Company (“Infra-Metals”), Delta
Steel, LP (“Delta”), Feralloy Corporation (“Feralloy”) and Metals Supply Company, Ltd. (“Metals Supply” or “MSC”). Infra-Metals, Delta and
Feralloy comprised the historical operations of PNA prior to 2006. MSC was acquired by PNA on May 31, 2006. On December 24, 2007, PNA
completed the acquisition of Precision Flamecutting & Steel, L.P. (“Precision Flamecutting”). The Company’s long products and plate segment
consists of Infra-Metals, Delta, MSC and Precision Flamecutting. The Company’s flat rolled segment consists of Feralloy’s operations.
On February 14, 2006, PNAG Holding, an affiliate of Platinum Equity Capital Partners (“Platinum”), entered into an Agreement and Plan of
Merger (the “Merger Agreement”) with PNA and Preussag North America, Inc., PNA’s former owner (“Preussag” or the “Seller”), to acquire
all of the outstanding capital stock of PNA. On May 9, 2006, Platinum closed the acquisition of PNA whereby Travel Merger Corporation
(“Travel Merger”, a wholly owned subsidiary of PNAG Holding) merged with and into PNA, with PNA being the surviving corporation. See
Note 2 Business Combinations for further discussion of the acquisitions of PNA, MSC and Precision Flamecutting.
On August 10, 2006, PNA completed a transaction whereby it effectively transferred 18 of its real estate assets to 7 wholly owned
subsidiaries of Travel Main and then entered into 15 year operating leases with respect to these properties that provide for PNA’s continued use
of them in its operations.
PNA Intermediate was incorporated in Delaware on January 25, 2007 as a wholly owned subsidiary of PNAG Holding. The capital stock of
PNA was contributed by PNAG Holding to PNA Intermediate on January 29, 2007. As a result, PNA became a wholly-owned subsidiary of
PNA Intermediate.
Significant Accounting Policies
Principles of Consolidation
The Consolidated Financial Statements include the accounts of the Company, PNA Intermediate, PNA, PNA’s wholly owned subsidiaries
and their respective subsidiaries. Significant intercompany balances and transactions within the consolidated group have been eliminated in
consolidation.
F-8
15. As a result of the purchase of PNA by PNAG Holding, for purposes of the accompanying Consolidated Financial Statements the results of
operations of PNA for the year ended December 31, 2005 and the period from January 1, 2006 to May 9, 2006 are represented by the
Predecessor Company balances and the results of operations of PNA for the period from May 10, 2006 to December 31, 2006 and the year
ended December 31, 2007 are represented by the Successor Company balances. As a result of the application of purchase accounting, the
Predecessor Company balances and amounts presented in the financial statements and footnotes are not comparable with those of the Successor
Company.
Cash and cash equivalents
Cash and cash equivalents include cash on hand and on deposit and investments in highly liquid debt instruments with maturities of three
months or less.
Restricted Cash
Included in the monthly mortgage payments by Travel Main’s subsidiaries are the amounts for estimated property taxes and repairs,
environmental and miscellaneous items. These additional payments are held in an escrow account by the mortgage lender and are not available
to PNA Intermediate or to PNA. The amount paid into the escrow accounts is an estimate based on the historical level of such items as
determined by the mortgage lender.
Accounts Receivable and Allowance for Doubtful Accounts
The Company’s sales are almost entirely to customers located in the United States and Canada. Accounts receivable are recorded for
invoices issued to customers. The Company performs periodic credit evaluations of its ongoing customers and on all new customers prior to the
initial sale. The Company generally does not require collateral or deposits though some sales may be made on a “cash on delivery” basis. The
Company maintains an allowance for doubtful accounts at an amount it considers to be a sufficient estimate of losses resulting from the
inability of its customers to make required payments. In judging the adequacy of the allowance for doubtful accounts, the Company considers
multiple factors
F-9
16. including historical bad debt experience, the current economic environment and the aging of the receivables. Credit losses experienced have
generally been within management’s expectations. The Company cannot guarantee the rate of future credit losses will be similar to past
experience. Generally, receivables past due more than 90 days are considered delinquent though management may use judgment taking into
account historical payment patterns and the length of time of the customer relationship. Delinquent receivables are written-off against the
allowance when an account is no longer collectible based on individual evaluation of collectibility and specific circumstances of the customer.
Concentration of Credit Risk
The Company is exposed to credit risk in the event of nonpayment by customers principally within the construction industry. The
Company’s top ten customers account for approximately 10% of total net sales, with no single customer accounting for more than 2% of fiscal
year 2007 net sales. Changes in this industry may significantly affect management’s estimates and the Company’s financial performance. The
Company mitigates its exposure to credit risk by performing ongoing credit evaluations (see Accounts Receivable and Allowance for Doubtful
Accounts above).
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash, accounts receivable, equity investments, accounts payable and loans and notes
payable. In the case of cash, accounts receivable and accounts payable, the carrying amount on the balance sheet approximates the fair values
due to the short-term nature of these instruments. Based on borrowing rates available to the Company for loans with similar terms, the carrying
value of loans and notes payable approximates the fair values.
Inventory Valuation
Inventories are held for sale at the Company’s service center locations and are valued at the lower of cost or market (i.e., net realizable
value). Methods used to determine cost are the weighted average cost and the specific identification methods. Inventory on hand is regularly
reviewed and, when necessary, a provision for damaged or slow-moving inventory is recorded based on historical and current sales trends.
Changes in product demand and our customer base may affect the value of inventory on hand which may require higher provisions for
damaged or slow-moving inventory. Provisions for damaged or slow-moving inventory were not material as of December 31, 2006 and 2007.
Property, Plant and Equipment
Property, plant and equipment are valued at cost less accumulated depreciation. All property, plant and equipment, except land, are
depreciated using the straight-line method over the estimated useful lives of the related assets ranging from 5 to 40 years. Leasehold
improvements are amortized on a straight-line basis over the estimated useful life of the improvement or the remaining life of the lease,
whichever is shorter. At the time property, plant and equipment are sold or otherwise disposed of, the accounts are relieved of the cost of the
assets and the related accumulated depreciation, and any resulting gain or loss is credited or charged to income.
Deferred Financing Costs
Deferred financing costs are amortized over the life of the related debt using the effective interest method.
Equity Investments
The equity method of accounting is used where the Company’s investment in voting stock gives it the ability to exercise significant
influence over the investee, generally 20% to 50%. The equity method is used to account for Feralloy’s investments in Indiana Pickling and
Processing Company (45% interest), Acero Prime S. de R.L. de C.V. (40% interest) and Oregon Feralloy Partners LLC (40% interest).
The Company had $4,429 and $5,738 of undistributed earnings in equity investments at December 31, 2006 and 2007, respectively.
F-10
17. Income Taxes
PNAG Holding files a consolidated federal income tax return that includes PNA Intermediate, PNA, PNA’s wholly owned subsidiaries and
their respective subsidiaries. Income taxes are accounted for under an asset and liability approach that requires the recognition of deferred
income tax assets and liabilities for the expected future tax impact of temporary differences arising from assets and liabilities whose tax bases
are different from financial statement amounts. A valuation allowance is established if it is more likely than not that all or a portion of deferred
income tax assets will not be realized. Realization of the future tax benefits of deferred income tax assets is dependent on the Company’s
ability to generate taxable income within the carryforward period and the periods in which net temporary differences reverse.
Effective January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes-an Interpretation of FASB Statement No. 109, Accounting for Income Taxes, or FIN 48, which clarifies the accounting for uncertainty in
income taxes. FIN 48 prescribes a consistent recognition threshold and measurement attribute as well as establishes criteria for subsequently
recognizing, derecognizing and measuring uncertain tax positions for financial statement purposes. The interpretation requires that the
Company recognize in its financial statements the impact of a tax position if that position is more likely than not of being sustained on audit,
based on the technical merits of the position. FIN 48 also provides guidance on classification, interest and penalties, accounting in interim
periods and disclosure. The impact of the Company’s reassessment of its tax positions in accordance with FIN 48 did not have a material
impact on its results of operations, financial condition or liquidity.
F-11
18. The Company has determined it had no unrecognized tax benefit as of January 1, 2007, and therefore, there was no effect on the Company’s
retained earnings as of January 1, 2007 as a result of the adoption of FIN 48. As of December 31, 2007, the Company had an unrecognized tax
benefit of $623. The Company also determined that if the total amount of unrecognized tax benefits recorded as of December 31, 2007 were
actually recognized, the impact on the Company’s effective tax rate would be immaterial.
Any potential penalties and interest related to income tax matters are included in income tax expense in the accompanying consolidated
financial statements. Accrued interest and penalties as of December 31, 2007 were $166, all of which has been recognized in the Company’s
Consolidated Statement of Income for the year then ended. The tax years ended December 31, 2004 and 2005 as well as the periods January 1,
2006 to May 9, 2006 and May 10, 2006 to December 31, 2006 remain open and subject to examination in the following significant income tax
jurisdictions: Federal, Alabama, Arizona, California, Connecticut, Florida, Georgia, Indiana, Illinois, Ohio, South Carolina, Texas, and
Virginia. Income tax returns for the year ended December 31, 2007 have not been filed yet.
Retirement Benefits
Most employees of Feralloy are covered by pension plans. Pension costs include provisions for service cost, interest cost and return on plan
assets. The policy with respect to Feralloy’s pension plans is to contribute amounts equal to the sum of normal cost and the amount required to
amortize unfunded liabilities over 25 years, but not more than the maximum deductible amount allowed under applicable tax laws and not less
than the minimum annual contribution required by applicable regulations.
Feralloy also adopted a nonqualified, unfunded retirement plan (the “Supplemental Executive Retirement Plan”, or “SERP”) to provide
supplemental benefits to certain of its executive employees. To provide for the SERP, Feralloy has purchased Company-owned life insurance
contracts on the related employees.
Revenue Recognition
The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered,
collection is reasonably assured, and the sale price is fixed and determinable. Risk of loss for products shipped passes at the time of shipment
when shipments are made by common carrier or at delivery when our trucks are used.
Sales prices to customers are determined at the inception of the agreement to purchase. No cancellation or termination provisions are
included in our agreements notwithstanding customary rights to return products which relate to non-conformities, defects and specifications.
Provisions are made, based on experience, for estimated returns in accordance with Statement of Financial Accounting No. 48, Revenue
Recognition When Right of Return Exists, and have been immaterial in the past.
In limited circumstances, we will deliver goods on consignment. In those cases, billing occurs when the goods are used by the customer, or
after the lapse of a specified period of time, whichever comes first.
Net sales include tolling income where we process steel for a fee, without taking either title in the inventory or the associated price risk of
the steel. Tolling income has historically been less than 2% of our total net sales.
Shipping
The Company classifies all amounts billed to a customer in a sales transaction related to shipping as revenue. In addition, all costs related to
shipping are recorded as cost of materials sold in the Consolidated Statements of Income.
Derivative Financial Instruments
The Company has at various times entered into derivative instruments as a strategy to manage interest rate risk in order to minimize
significant, unanticipated fluctuations that may arise from volatility
F-12
19. of the interest rates on its floating rate debt with its senior secured lender. The Company does not enter into derivative instruments for trading
or speculative purposes.
Under Statement of Financial Accounting Standard No. 133, Accounting for Derivative Instruments and Hedging Activities all derivatives
are recorded on the balance sheet at fair value. The changes in the fair value of interest rate swaps that qualify as cash flow hedges are recorded
in other comprehensive income and are recognized in the Consolidated Statements of Income when the hedged items affect earnings.
Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings. The changes in the fair value of derivative
instruments that do not quality for hedge accounting treatment are recognized immediately in the Consolidated Statements of Income.
Goodwill
Goodwill is the excess of the acquisition cost of the businesses over the fair value of the identifiable net assets acquired. In accordance with
Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, the Company does not amortize goodwill.
Instead, goodwill is tested for impairment annually as of October 1 unless indicators of impairment exist. In the first step, the Company
estimates the fair values of its reporting units using a discounted cash flow approach. If the carrying amount exceeds the fair value, the second
step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any. In the second step the implied fair
value of the goodwill is estimated as the fair value of the reporting unit used in the first step less the fair values of all other net tangible and
intangible assets of the reporting unit. If the carrying amount of the goodwill exceeds its implied fair market value, an impairment loss is
recognized in an amount equal to that excess, not to exceed the carrying amount of the goodwill.
Intangible Assets
Intangible assets consist of customer relationships, non-compete agreements, backlog and proprietary software. Amortization of software
costs, non-compete agreements and backlog are recorded on the straight-line method with useful lives of three years, two years and two
months, respectively. Customer relationships are amortized over their useful lives which range from 15-20 years on a weighted average
recoverable basis estimated using annual attrition rates. The Company evaluates impairment of its intangible assets on an individual basis
whenever circumstances indicate that the carrying value may not be recoverable.
Impairment of long-lived assets
In accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets,
long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, the recoverability test is
performed using undiscounted future net cash flows of assets grouped at the lowest level for which there are identifiable cash flows that are
independent of the cash flows of other groups of assets. If the undiscounted future net cash flows are less than the carrying amount of the asset,
the asset is deemed impaired. The amount of the impairment is measured as the difference between the carrying value and the fair value of the
asset.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates
are based on historical experience and information that is available to management about current events and actions the Company may take in
the future. Significant items subject to estimates and assumptions include the evaluation of the recoverability of the carrying value of long-lived
assets and goodwill; valuation allowances for receivables, inventories and deferred income tax assets; legal and
F-13
20. environmental liabilities; and assets and obligations related to employee benefit plans. Actual results could differ from those estimates and the
differences could be material.
Impact of Recently Issued Accounting Standards
In September 2006, the FASB issued Statement of Financial Accounting Standard No. 157, Fair Value Measurements, or SFAS 157, which
establishes a framework for measuring fair value and expands disclosure about fair value measurements. This Statement applies under other
accounting pronouncements that require or permit fair value measurements. This Statement does not require any new fair value measurements.
The application of this Statement relates to the definition of fair value, the methods used to measure fair value and the expanded disclosures
about fair value measurements. The definition of fair value retains the exchange price notion and clarifies that the exchange price is the price in
an orderly transaction between market participants. The definition focuses on the price that would be received to sell the asset or paid to
transfer the liability. SFAS 157 establishes a fair value hierarchy from observable market data as the highest level to fair value based on an
entity’s own fair value assumptions as the lowest level. Adoption is required as of the beginning of the first fiscal year that begins after
November 15, 2007. Early adoption is permitted. The provisions of this Statement should be applied prospectively as of the beginning of the
fiscal year in which this Statement is initially applied. The Company is in the process of evaluating what, if any, effect adoption of SFAS 157
may have on its financial statements when it is adopted effective January 1, 2008.
F-14
21. In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities (SFAS 159). SFAS 159 is effective for fiscal years beginning after November 15, 2007. SFAS 159 permits companies to
measure financial instruments and certain other assets and liabilities at fair value on an instrument by instrument basis. SFAS 159 also
establishes presentation and disclosure requirements to facilitate comparisons between companies that select different measurement attributes
for similar types of assets and liabilities. The Company is in the process of evaluating what, if any, effect adoption of SFAS 159 may have on
its financial statements when SFAS 159 is adopted effective January 1, 2008.
In December 2007, the FASB issued Statement of Financial Accounting Standards (“FAS”) No. 141 (revised 2007), Business Combinations
(“FAS 141(R)”) which replaces FAS No.141, Business Combination. FAS 141(R) retains the underlying concepts of FAS 141 in that all
business combinations are still required to be accounted for at fair value under the acquisition method of accounting but FAS 141(R) changed
the method of applying the acquisition method in a number of significant aspects. FAS 141(R) is effective on a prospective basis for all
business combinations for which the acquisition date is on or after the beginning of the first annual period subsequent to December 15, 2008,
with the exception of the accounting for valuation allowances on deferred taxes and acquired tax contingencies. FAS 141(R) amends FAS 109
such that adjustments made to valuation allowances on deferred taxes and acquired tax contingencies associated with acquisitions that closed
prior to the effective date of FAS 141(R) would also apply the provisions of FAS 141(R). Early adoption is not allowed. The provisions of FAS
141R will only impact the Company is a party to a business combination after the pronouncement has been adopted.
In December 2007, the FASB issued Statement of Financial Accounting Standards (“FAS”) No. 160, Noncontrolling Interests in
Consolidated Financial Statements, an Amendment of ARB 51 (“FAS 160)”). FAS 160 amends ARB 51 to establish new standards that will
govern the accounting for and reporting of (1) noncontrolling interest in partially owned consolidated subsidiaries and (2) the loss of control of
subsidiaries. FAS 160 is effective on a prospective basis for all fiscal years, and interim periods within those fiscal years beginning, on or after
December 15, 2008, except for the presentation and disclosure requirements, which will be applied retrospectively. Early adoption is not
allowed. The Company is currently in the process of evaluating what, if any, impact FAS 160 will have on its financial condition, results of
operation and cash flows.
Note 2. Business Combinations
2006 Acquisitions
Platinum Acquisition
On February 14, 2006, PNAG Holding, an affiliate of Platinum, and its wholly owned subsidiary, Travel Merger, entered into an Agreement
and Plan of Merger with PNA and Preussag to acquire all of the outstanding capital stock of PNA for cash consideration of $261,568,
refinancing of existing indebtedness of $88,048, a $12,000 seller note and other consideration and costs of $3,762.
On May 9, 2006, Platinum closed the Merger Agreement whereby Travel Merger merged with and into PNA, with PNA being the surviving
corporation. The transaction was financed with new borrowings under PNA’s amended and restated senior secured credit facility of $290,747,
an equity investment of $17,500 and a $45,000 loan from Platinum. The proceeds from the new borrowings and equity investment were used to
pay approximately $261,568 in acquisition consideration to our former stockholder and to refinance approximately $88,048 of indebtedness
then outstanding under PNA’s then existing senior secured credit facility.
A summary of the purchase price for the Platinum Acquisition is as follows:
Cash $261,568
Assumption of debt 88,048
Seller note payable to Preussag North America, Inc. 12,000
Cash received from Preussag North America, Inc. (3,926)
Cash due to Preussag North America, Inc. 7,688
Total purchase price $365,378
F-15
22. The allocation of the purchase price is based on valuations and estimates of the fair value of the assets acquired and liabilities assumed.
These estimates resulted in an estimated fair value of net assets acquired of $442,720, which exceeded the purchase price by $77,342. This
estimated fair value of net assets acquired in excess of the purchase price was allocated as a pro rata reduction of long-lived assets in
accordance with Statement of Financial Accounting Standards No. 141, Business Combinations. A summary of the allocation of purchase price
is as follows:
Current assets $476,646
Property, plant and equipment. 54,679
Identifiable intangibles
Customer relationships 10,391
Software 352
Backlog 288
Other non-current assets 8,239
Total assets 550,595
Current liabilities 175,753
Non-current liabilities 9,464
Total liabilities 185,217
Net assets acquired $365,378
The useful lives of the acquired intangibles are 20 years, 3 years, and 1 to 3 months for customer relationships, software and backlog,
respectively.
A valuation was performed of the acquired entity as of the acquisition date. An initial allocation of the purchase price to the assets acquired
and liabilities assumed was recorded at the time of the acquisition, which was refined upon completion of the final valuation and the resolution
of a contingent liability. During the fourth quarter of fiscal year 2006, PNAG Holding resolved the contingency resulting in an additional
payment due to the Seller. As a result, the purchase price increased by $1,194 and a corresponding adjustment to the allocation of the purchase
price to long-lived asset classes, property, plant and equipment (increase of $776) and identifiable intangible assets (increase of $418), was also
recorded. There were no other significant differences between the initial purchase price allocation entry and final amounts recorded upon
completion of the valuation.
MSC Acquisition
MSC is a leading structural steel service center and distributor in the Gulf Coast region of the United States with two facilities located in
Texas. MSC distributes and sells a wide array of wide flange beams, as well as plate, pipe, structural tubing, merchant bar, pre-galvanized
structural beams, bar grating, and floor plate. MSC also exports steel to Latin America, the Middle East and Southeast Asia. The acquisition of
MSC allowed the Company to increase its market share in a growing geographic region as well as expand its product offering.
Effective May 31, 2006, PNA completed the acquisition of MSC pursuant to which PNA acquired all of the outstanding partnership
interests of MSC and Clinton & Lockwood, Ltd. (an affiliate of MSC) for cash consideration of approximately $33,253 and refinanced $20,847
of Metals Supply’s then existing indebtedness. The acquisition was financed initially by a $54,221 loan from Platinum (the “MSC Acquisition
Loan”).
On July 17, 2006, PNA borrowed $38,021 under its amended and restated senior secured credit facility and used the proceeds to repay a
portion of the MSC Acquisition Loan to Platinum. The Company returned to Platinum the remaining $16,200 of the MSC Acquisition Loan on
August 16, 2006 with a portion of the proceeds from the issuance of PNA’s Senior Notes (see Note 8, Long-term Debt). The purchase
agreement entered into in connection with the MSC Acquisition provided for a holdback of an additional $5,300 of purchase price to fund any
indemnity claim by PNA and an additional holdback of $5,900 which will be paid over five years.
F-16
23. Goodwill recorded as a result of the acquisition of MSC totaled approximately $9,886, none of which is expected to be deductible for tax
purposes. Other intangible assets acquired and their respective recorded amounts were as follows: customer relationships—$6,066, non-
compete agreement—$5,882 and backlog—$446. The useful lives of the acquired intangible assets are 15 years, 2 years, and 2 months for
customer relationships, non-compete agreement and backlog, respectively.
2007 Acquisition
Precision Flamecutting Acquisition
Precision Flamecutting, a Texas limited partnership operating one facility in Houston, is in the business of processing and distributing
carbon, alloy, and high strength, low alloy steel plate, including plasma-cutting, flame-cutting, and beveling services, as well as machining,
rolling, forming, heat-treating, coating, and general machining and fabrication services. The acquisition provides the Company the opportunity
to broaden its value-added processing capabilities and product offerings and expand and diversify its customer base as well as increase its
market share in one of the Company’s strategic locations. The acquisition of Precision Flamecutting represents an addition to the Company’s
long products and plate business segment (see Note 14, Business Segment Information).
Effective December 24, 2007, PNA completed the acquisition of Precision Flamecutting pursuant to which PNA acquired all outstanding
interests in the partnership for cash consideration of $47,063 paid at closing to the formers owners, costs associated with the transaction of
$200 and refinancing of $7,325 of Precision Flamecutting’s then existing indebtedness. The acquisition was financed through additional
borrowings under PNA’s revolving credit facility of $54,388. The purchase agreement provided for a holdback of $4,706 of the purchase price
which is currently held in escrow to fund any indemnity claim by PNA as well as a working capital adjustment which the Company anticipates
will result in a receivable that will be settled in 2008.
Goodwill recorded as a result of the acquisition of Precision Flamecutting totaled approximately $22,781, all of which is expected to be
deductible for tax purposes. Other intangible assets acquired and their respective recorded amounts were as follows: customer relationships—
$13,780, non-compete agreement—$6,564 and backlog—$63. The useful lives of the acquired intangible assets are 15 years, 2 years, and
1 month for customer relationships, non-compete agreement and backlog, respectively.
The operating results of MSC and Precision Flamecutting are included in the Company’s Consolidated Statements of Income from their
respective dates of acquisition.
The following unaudited pro forma information presents consolidated results of operations for the year ended December 31, 2006 as if the
acquisitions had occurred at the beginning of the period presented.
Year Ended
December 31,
2006
Revenues $ 1,667,897
Net income $ 74,252
Note 3. Inventories
Inventories consist of the following as of December 31, 2006 and 2007:
Successor
December 31,
2006 2007
Raw materials. $391,613 $374,027
Finished goods 18,991 18,083
$410,604 $392,110
F-17
24. Note 4. Other Current Assets
Other current assets consist of the following as of December 31, 2006 and 2007:
Successor
December 31,
2006 2007
Other receivables $ 8,011 $ 9,131
Prepaid expenses and other 1,135 1,696
Deferred income taxes 7,706 8,123
$ 16,852 $ 18,950
Note 5. Property, Plant and Equipment
Property, plant and equipment consist of the following as of December 31, 2006 and 2007:
Estimated Successor
Useful Life December 31,
2006 2007
Land $ 5,437 $ 5,998
25-40
Buildings and improvements years 26,586 28,434
Equipment 5-10 years 32,544 45,169
Construction in progress 814 2,173
65,381 81,774
Less: accumulated depreciation (3,839) (9,670)
$ 61,542 $ 72,104
Depreciation expense was $9,466, $3,262, $3,839 and $6,188 for the year ended December 31, 2005, the periods January 1, 2006 to May 9,
2006 and May 10, 2006 to December 31, 2006 and the year ended December 31, 2007, respectively.
Note 6. Intangible Assets
Intangible assets consist of the following as of December 31, 2006:
Gross Net
Amortization Carrying Accumulated Carrying
Successor Period Amount Amortization Amount
Customer relationships 15-20 years $16,457 $ (1,552) $14,905
Non-competition agreements 2 years 5,882 (1,726) 4,156
Backlog 1-3 months 734 (734) —
Proprietary software 3 years 352 (75) 277
$23,425 $ (4,087) $19,338
Intangible assets consist of the following as of December 31, 2007:
Gross Net
Amortization Carrying Accumulated Carrying
Successor Period Amount Amortization Amount
Customer relationships 15-20 years $30,237 $ (3,867) $26,370
Non-competition agreements 2 years 12,446 (4,656) 7,790
Backlog 1-3 months 797 (734) 63
Proprietary software 3 years 352 (195) 157
$43,832 $ (9,452) $34,380
F-18
25. The Company had no amortizable intangible assets prior to May 10, 2006. Amortization expense was $4,087 for the period May 10, 2006 to
December 31, 2006 and $5,365 for the year ended December 31, 2007.
The total weighted average amortization period for intangible assets is approximately 13 years and there are no residual values. The annual
amortization expense expected for the succeeding five years is as follows: $9,086 in 2008, $7,043 in 2009, $3,135 in 2010, $2,643 in 2011 and
$2,230 in 2012.
F-19
26. Note 7. Other Payables
Other payables consist of the following as of December 31, 2006 and 2007:
Successor
December 31,
2006 2007
Current maturities of long-term debt $ 1,853 $ 1,846
Accrued bonuses 13,103 12,262
Accrued interest 11,525 13,830
Purchase consideration payable to Pressag North America, Inc. 8,050 —
Deferred consideration payable 5,300 —
Accrued expenses and other 17,570 17,751
$ 57,401 $ 45,689
Note 8. Long-Term Debt
Long-term debt consists of the following as of December 31, 2006 and 2007:
Successor
December 31,
2006 2007
Revolver loan $164,341 $213,374
Senior notes 250,000 250,000
Floating rate notes — 167,338
Real estate mortgages 49,875 49,074
Other long-term debt 12,000 11,000
Capitalized lease obligation 51 —
476,267 690,786
Less: current maturities of long-term debt (1,853) (1,846)
$474,414 $688,940
On January 18, 2005, the secured credit agreement was amended so that the facility was increased to $250,000, all of which was a revolver
loan with an extension of the agreement for five years to January 2010.
In connection with the Platinum Acquisition, on May 9, 2006, PNA amended and restated the senior secured credit agreement further with a
syndicate of financial institutions and institutional lenders. Set forth below is a summary of the terms of PNA’s senior secured credit facilities.
PNA’s senior secured credit facilities provide for senior secured financing of up to approximately $460,000 consisting of:
• $85,000 term loan facility with maturity of five years that was drawn in full in connection with the acquisition of all of the outstanding
capital stock of PNA by Platinum; and
• $375,000 revolving loan facility, including a letter of credit sub-facility of $30,000, that will terminate in five years.
Under the terms of PNA’s revolving credit facility, we may borrow up to an amount equal to 65% of eligible inventory, limited to $230,000,
plus 85% of eligible accounts receivable. All borrowings under PNA’s senior secured credit facilities are subject to the satisfaction of
customary conditions, including absence of a default and accuracy of representations and warranties.
The loans are charged interest on a base rate method or a LIBOR method, at the option of PNA, as defined in the credit agreement. Interest
on the loans is paid on a monthly or quarterly basis, depending on
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27. whether the loan is under the base rate method or LIBOR method. The principal on the revolver loan is due and payable on May 9, 2011. The
term loans required scheduled quarterly payments of principal of $3,250 through April 1, 2011 but were repaid in total with the proceeds of the
Senior Notes issued in August 2006 (see Senior Notes described below). In the event that there is a change of control in which case PNAG
Holding ceases to own and control 100% of PNA, or in which PNA ceases to own and control 100% of each of Infra-Metals, Delta, Feralloy,
MSC and Precision Flamecutting, or in the event that PNA violates debt covenants, as defined and specified in the credit agreement, then such
occurrence shall constitute an event of default under the credit facility and the lenders have the ability, among other things, to accelerate the
repayment of the loan. The secured credit facility requires PNA to provide annual audited financial statements to the lenders within 90 days of
fiscal year-end. The loans are secured by a blanket lien on all of PNA’s and its subsidiaries’ assets other than those of joint ventures in which it
holds a minority interest, and the loans are not guaranteed by PNA Intermediate or PNAG Holding.
The aggregate borrowing limits under the outstanding credit facilities were $375,000 at December 31, 2006 and 2007. Borrowings under
these lines of credit were $164,341 and $213,374 at December 31, 2006 and 2007, respectively. Interest rates on the outstanding credit facilities
were 6.375% at December 31, 2006 and ranged from 6.375% to 6.75% at December 31, 2007. Letters of credit of $7,387 and $10,612 were
also outstanding under these agreements as of December 31, 2006 and 2007, respectively. In addition, PNA pays a monthly fee of 0.25% to
0.375% of the unused portion of the credit facility calculated as the difference between the aggregate borrowing limit and the outstanding. The
unused credit facility fee percentage fluctuates based on a calculation of PNA’s fixed charge coverage ratio as defined in the credit facility.
In conjunction with the amended and restated facility, the Company incurred $2,798 of secured credit facility closing fees and expenses
which have been capitalized and included in “Deferred financing costs, net” in the Consolidated Balance Sheet. These costs are being
amortized over the 5-year term of the agreement.
On March 11, 2008, PNA entered into an amendment with its senior secured lenders to increase the revolving credit facility from $375,000
to $425,000 and to increase the borrowing limit under the inventory portion of the calculation from $230,000 to $260,000. Other terms of the
amendment provide PNA with increased flexibility with regard to certain restrictive operating covenants including an increase in annual capital
expenditure limits, the ability to make certain acquisitions without prior consent and certain changes to permit other indebtedness.
As discussed in Note 2, Business Combinations, PNAG Holding entered into a $12,000 seller note dated May 9, 2006 in connection with the
purchase of PNA from Preussag North America, Inc. Interest accrues at a rate of 8.0% per annum, payable in arrears at the end of each calendar
quarter. Principal payments of $1,000 are due on each anniversary of the note, and the note matures on November 9, 2011 with all unpaid
principal and interest due at that time. The note may be prepaid at any time without penalty and is secured by a second priority interest in the
capital stock of PNA. In the event of default, the note contains certain restrictions on the payment of dividends or loans to affiliates.
On August 15, 2006, PNA completed an offering of unsecured 10 3/4% Senior Notes due 2016 for $250,000 (the “Senior Notes”). The notes
bear interest at a rate per annum equal to 10.75%, payable semi-annually in cash in arrears, on March 1 and September 1 of each year,
commencing on March 1, 2007. The notes will mature on September 1, 2016. PNA may redeem some or all of the notes at any time after
September 1, 2011 at a predetermined redemption price plus accrued and unpaid interest up to the applicable redemption date. In addition, on
or prior to September 1, 2009, PNA may redeem up to 35% of the aggregate principal amount of the notes with the net proceeds of certain
equity offerings. PNA used the proceeds from this offering to permanently repay the term loans, repay a portion of the revolver loan under
PNA’s senior secured credit facility, pay a dividend to fund a return of capital to its parent and to pay related transaction costs and expenses.
PNA incurred $7,600 in closing fees and expenses which have been capitalized and included in “Deferred financing costs, net” in the balance
sheet. These costs are being amortized over the 10-year term of the notes.
On September 28, 2006, 17 Travel Main subsidiary properties were mortgaged with Bank of America, N.A. and on November 2, 2006 an
additional property was mortgaged, in each case for amounts
F-21
28. approximately equal to 75% of their appraised value. The mortgages are for 10 year periods at an interest rate of 6.403%. The funds received
were used principally to repay loans from Platinum. Neither PNAG Holding, PNA Intermediate, PNA nor Travel Main is a party to or a
guarantor of these mortgages.
On February 12, 2007, PNA Intermediate sold $170,000 aggregate principal amount at maturity of Senior Floating Rate Toggle Notes due
2013 (the “Floating Rate Notes”), the proceeds of which were used to pay a dividend to PNAG Holding (see Note 11, Related Parties) and
transaction costs. The Floating Rate Notes were offered at a discount and therefore proceeds of the offering were 98.25% of the face amount of
the Floating Rate Notes. Cash interest accrues on the Floating Rate Notes at a rate per annum, reset quarterly, equal to the three-month LIBOR
plus 7.0% (the “Spread”). The interest rate was 11.87% as of December 31, 2007. Paid-in-kind interest, if any, accrues at a rate per annum,
reset quarterly, equal to three-month LIBOR plus 0.75% plus the Spread. Interest is due on the Floating Rate Notes quarterly starting May 15,
2007. The initial interest payment was due in cash. For any period thereafter, PNA Intermediate may elect to pay interest in cash or through
increasing the principal amount of the outstanding Floating Rate Notes or issuing additional paid-in-kind (“PIK”) notes which accrue interest at
a rate per annum, reset quarterly, equal to the three-month LIBOR plus the Spread plus 0.75%. The Spread will increase by 0.50% on the first
anniversary of the Floating Rate Notes or earlier based on the timing of a qualified equity issuance as defined in the indenture governing the
Floating Rate Notes, and will further increase by an additional 0.50% on the second anniversary of the Floating Rate Notes or earlier based on
the timing of the qualified equity issuance. The Floating Rate Notes mature on February 15, 2013. The original issue discount of $2,975 and
transaction costs incurred in completing the offering of approximately $4,500 are being deferred and will be amortized over the life of the
Floating Rate Notes. As of December 31, 2007, the carrying value of the Floating Rate Notes is $167,338, which is the aggregate principal
amount owed at maturity of $170,000 less the unamortized portion of the original issue discount of $2,662.
The Floating Rate Notes are not guaranteed by the Company, PNA or any of their subsidiaries, are unsecured and rank equally in right of
payment with all of PNA Intermediate’s senior debt and senior in right of payment to all of PNA Intermediate’s subordinated debt. The
Floating Rate Notes are effectively junior to secured debt to the extent of the collateral securing such debt.
The amended and restated credit facility with Bank of America, N.A. contains covenants that restrict dividend payments from PNA to its
parent when excess availability is less than $40,000. The amended and restated credit facility provides no monetary limit to dividends, provided
that the availability restriction is met. The facility also contains restrictions on PNA’s ability to enter into certain transactions such as
significant capital expenditures or business combinations without the lender’s consent. PNA received the lender’s consent with regard to the
acquisition of Precision Flamecutting in December 2007. See Note 2 Business Combinations for further discussion of the acquisition of
Precision Flamecutting for which the purchase price was financed through $54,388 in additional borrowings under the revolving credit facility.
In connection with the issuance of the Senior Notes, PNA entered into a registration rights agreement requiring that an initial registration
statement be filed with the SEC within 270 days of issuance of the Senior Notes for purposes of registering the Senior Notes, with a
requirement that the registration become effective within 390 days of issuance. Otherwise, PNA would have been required to pay additional
interest in certain circumstances under the agreement. PNA filed the initial registration statement on Form S-4 with the Securities and
Exchange Commission (the “SEC”) on May 14, 2007. The SEC declared the registration statement effective August 9, 2007.
The Senior Notes contain restrictions on dividends payable by PNA to PNA Intermediate. In general, dividends and other restricted
payments of up to 50% of Consolidated Net Income plus amounts received from equity contributions received may be made so long as PNA
maintains certain operating ratios as defined in the indenture governing the Senior Notes. Certain payments are exempt from these restrictions,
and PNA can pay dividends of up to $15,000 in the aggregate over the term of the Senior Notes that are not subject to these restrictions. As of
December 31, 2007, $15,000 of PNA’s retained earnings were unrestricted, and therefore available for payment of dividends. These amounts
do not include approximately $10,574 in cash available at December 31, 2007 at PNA Intermediate available to pay Floating Rate Note
interest.
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29. The indenture governing the Floating Rate Notes contains restrictions on future dividends payable by PNA Intermediate to PNAG Holding.
These restrictions are based on PNA Intermediate’s consolidated net income and other factors, although PNA Intermediate may pay dividends
not in excess of $7,500 in the aggregate that are not subject to such restrictions. The Floating Rate Notes also include standard covenants
related to restrictions on incurrence of future indebtedness and conveyance of assets as well as certain optional redemption rights and
mandatory redemption requirements in the event of a qualified equity issuance as defined in the indenture agreement.
In addition, in connection with the issuance of the Floating Rate Notes, PNA Intermediate entered into a registration rights agreement
providing the noteholders registration rights whereby in the event PNA Intermediate did not meet certain timetables for registering the Floating
Rate Notes with the SEC, PNA Intermediate would have been required to pay additional interest in certain circumstances. The registration
rights agreement relating to the Floating Rate Notes requires that an initial registration statement be filed with the SEC within 270 days of
issuance of the Floating Rate Notes, and the registration statement become effective within 390 days of issuance. PNA Intermediate filed the
initial registration statement with the SEC on Form S-4 on October 19, 2007 and the SEC declared the registration statement effective
February 7, 2008.
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