1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 2001
REGISTRATION NO. 333-56832
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------------
GLOBAL POWER EQUIPMENT GROUP INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
DELAWARE 3443 73-1541378
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
6120 SOUTH YALE
SUITE 1480
TULSA, OKLAHOMA 74136
(918) 488-0828
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
LARRY D. EDWARDS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
GLOBAL POWER EQUIPMENT GROUP INC.
6120 SOUTH YALE
SUITE 1480
TULSA, OKLAHOMA 74136
(918) 488-0828
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
MAUREEN S. BRUNDAGE, ESQ. KRIS F. HEINZELMAN, ESQ.
WHITE & CASE LLP CRAVATH, SWAINE & MOORE
1155 AVENUE OF THE AMERICAS WORLDWIDE PLAZA
NEW YORK, NEW YORK 10036-2787 825 EIGHTH AVENUE
(212) 819-8200 NEW YORK, NEW YORK 10019
(212) 474-1000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration
Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SEC, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2
THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER
OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED APRIL 25, 2001
7,350,000 Shares
GLOBAL POWER EQUIPMENT GROUP INC.
Common Stock
$ per share
------------------
This is our initial public offering and no public market currently exists
for our common stock. The initial public offering price is expected to be
between $16 and $18 per share. We have applied to list our common stock on the
New York Stock Exchange under the symbol "GEG."
The selling stockholders have granted the underwriters an option to
purchase a maximum of 1,102,500 additional shares to cover over-allotments.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE
6.
PER
SHARE TOTAL
--------- ------------
Price to public...................................... $ $
Underwriting discounts and commissions............... $ $
Proceeds to Global Power Equipment Group............. $ $
Delivery of the shares of common stock will be made on or about
, 2001.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
------------------
CREDIT SUISSE FIRST BOSTON SALOMON SMITH BARNEY
------------------
DEUTSCHE BANC ALEX. BROWN
RAYMOND JAMES
The date of this prospectus is , 2001.
3
[Inside front cover art on a fold-out page: Graphic of a combined-cycle power
plant with the labels "Exhaust Silencer," "Inlet Ductwork," "Inlet Silencer,"
"Exhaust Ductwork," and "Pre-Cab Assembly," positioned around the graphic and
attached by bar lines to the parts of the graphic that the labels describe. The
graphic and labels will be encircled with photographs of the following
components and assemblies we manufacture which are attached by connectors to the
specific part of the graphic that they are representative of:
- Exhaust Stack;
- Filter House;
-Gas Turbine Enclosure;
- Diverter Damper; and
- HRSG.
Below each photograph will be the text above identifying the component or
assembly.]
4
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS MAY ONLY BE USED WHERE IT IS
LEGAL TO SELL THESE SECURITIES. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN
THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THIS
PROSPECTUS.
------------------
TABLE OF CONTENTS
PAGE
----
PROSPECTUS SUMMARY.......................................... 1
RISK FACTORS................................................ 6
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS...... 13
USE OF PROCEEDS............................................. 14
DIVIDEND POLICY............................................. 14
DILUTION.................................................... 15
CAPITALIZATION.............................................. 16
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS................................................ 17
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA............. 22
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS................................. 24
BUSINESS.................................................... 34
MANAGEMENT.................................................. 41
PRINCIPAL AND SELLING STOCKHOLDERS.......................... 48
CERTAIN TRANSACTIONS........................................ 52
DESCRIPTION OF CAPITAL STOCK................................ 54
SHARES ELIGIBLE FOR FUTURE SALE............................. 57
CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS FOR
NON-UNITED STATES HOLDERS OF COMMON STOCK................. 59
UNDERWRITING................................................ 62
NOTICE TO CANADIAN RESIDENTS................................ 65
LEGAL MATTERS............................................... 66
EXPERTS..................................................... 66
WHERE YOU CAN FIND ADDITIONAL INFORMATION................... 66
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS.................. F-1
------------------
UNTIL , 2001 (25 DAYS AFTER THE COMMENCEMENT OF THE
OFFERING), ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR
NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE DEALER'S OBLIGATION TO DELIVER A PROSPECTUS WHEN
ACTING AS AN UNDERWRITER AND WITH RESPECT TO UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
i
5
PROSPECTUS SUMMARY
This summary may not contain all of the information that may be important
to you. You should read the entire prospectus, including our consolidated
financial statements and related notes, before making an investment decision.
GLOBAL POWER EQUIPMENT GROUP INC.
We are a global designer, engineer and manufacturer of a comprehensive
portfolio of equipment for gas turbine power plants, with over 30 years of power
generation industry experience. We believe that we are a leader in our industry,
offer one of the broadest ranges of gas turbine power plant equipment in the
world and hold the number one or number two market position by sales in a
majority of our product lines. Our equipment is installed in power plants in
more than 30 countries on six continents and we believe that we have one of the
largest installed bases of gas turbine power plant equipment in the world. In
addition, we provide our customers with value-added services including
engineering, retrofit and upgrade, and maintenance and repair.
According to the Energy Information Administration, or EIA, U.S. demand for
electricity has increased substantially since 1990, while generating capacity
has remained relatively flat. To correct this imbalance, the EIA estimates that
1,300 new power generation plants with approximately 390 gigawatts of electrical
generation capacity will be needed in the United States by 2020.
Internationally, the International Energy Agency, or IEA, estimates that
significant new capacity is necessary to keep pace with worldwide demand, which
is expanding at more than twice the rate of U.S. demand. Of the various power
generation alternatives, gas turbine technology is well-positioned to benefit
from the need for new and more efficient power generation infrastructure. Based
on IEA projections, approximately 90% of new U.S. generation capacity and
approximately 51% of new generation capacity outside the United States, net of
retirements, through 2020 will employ gas turbine technology.
We sell our products to the gas turbine power generation market, the
fastest growing segment of the power generation industry. Our products are
critical to the efficient operation of gas turbine power plants and are highly
engineered to meet customer-specific requirements. Our products include:
- heat recovery steam generators;
- filter houses;
- inlet systems;
- gas and steam turbine enclosures;
- exhaust systems;
- diverter dampers; and
- specialty boilers and related products.
We market and sell our products globally under the Deltak, Braden and
Consolidated Fabricators brand names through our worldwide sales network.
We believe that our design and engineering capabilities differentiate us
from our competitors. In addition, our network of exclusive subcontractors,
located throughout 30 countries, allows us to manufacture equipment for power
plant projects worldwide at competitive prices. Our subcontractors also enable
us to meet increasing demand without being restricted by manufacturing capacity
limitations, thus limiting our capital expenditure requirements. By providing
high-quality products on a timely basis and offering a broad range of equipment,
we have forged long-standing relationships with the leading power industry
participants, including General Electric, Mitsubishi Heavy Industries,
Siemens-Westinghouse, Bechtel and Duke Power.
Our revenues have grown from $142.7 million in fiscal year 1997 to $416.6
million in fiscal year 2000, representing a compound annual growth rate of
42.9%. To continue this growth and maximize shareholder value, we will continue
to pursue the following objectives:
- expand our leading market position in the high-growth U.S. market;
- leverage our presence in the emerging international power markets;
1
6
- pursue strategic acquisitions which will increase our market share in
existing product lines, broaden our overall product offering and expand
our geographic reach; and
- leverage our design and engineering capabilities to expand our product
lines and to capture a larger share of our customers' total equipment
purchases.
BACKGROUND
On June 5, 1998, GEEG Holdings, L.L.C. acquired Jason Incorporated's power
generation division. In August 2000, investment entities controlled by Harvest
Partners, Inc. acquired a controlling interest in GEEG Holdings, L.L.C. through
a recapitalization of the company. This recapitalization resulted in the
entities controlled by Harvest Partners, Inc. owning 81.5% of the outstanding
equity interests in GEEG Holdings, L.L.C. and having a majority of the votes on
its board of directors. For additional information on this transaction, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Overview."
In October 2000, GEEG Holdings, L.L.C. acquired Consolidated Fabricators,
Inc.
Immediately prior to the completion of this offering, GEEG Holdings, L.L.C.
will complete a reorganization. As part of this reorganization, the holders of
common and preferred membership units of GEEG Holdings, L.L.C. will exchange
their units for shares of our common stock and GEEG Holdings, L.L.C. will merge
into us, Global Power Equipment Group Inc. As a result, we will be the successor
to GEEG Holdings, L.L.C. For additional information on the reorganization, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- The Reorganization Transaction."
Unless this prospectus indicates otherwise or the context otherwise
requires, the terms "we," "our," "us" and "Global Power Equipment Group," as
used in this prospectus refer to (1) the power generation division of Jason
Incorporated for periods prior to June 5, 1998; (2) GEEG Holdings, L.L.C. and
its subsidiaries for the period from June 5, 1998 until completion of the
reorganization; and (3) Global Power Equipment Group Inc. and its subsidiaries
after the reorganization.
Our fiscal year ends on the last Saturday in December. As a result,
references in this prospectus to fiscal year 1998 refer to the fiscal year ended
December 26, 1998, references to fiscal year 1999 refers to the fiscal year
ended December 25, 1999 and references to fiscal year 2000 refers to the fiscal
year ended December 30, 2000. References in this prospectus to results of
operations for fiscal year 1998 refer to the combined results of (1) Jason
Incorporated's power generation division for the period from December 27, 1997
through June 4, 1998 and (2) GEEG Holdings, L.L.C. from June 5, 1998 through
December 26, 1998.
Our principal executive offices are located at 6120 South Yale, Suite 1480,
Tulsa, Oklahoma 74136. Our telephone number at that location is (918) 488-0828.
2
7
THE OFFERING
Common stock offered.......... 7,350,000 shares
Total common stock to be
outstanding after this
offering(1)................. 44,843,264 shares
Use of proceeds............... The net proceeds of this offering will be used
to repay existing indebtedness and to pay a
distribution in an aggregate amount equal to
the accrued and unpaid dividends on the
preferred units of GEEG Holdings, L.L.C. See
"Use of Proceeds."
Proposed NYSE symbol.......... GEG
---------------
(1) This amount excludes 2,921,359 shares of common stock issuable upon exercise
of options outstanding as of March 31, 2001.
------------------------
All trademarks and tradenames appearing in this prospectus are owned by
their respective holders.
------------------------
Unless otherwise stated, the information in this prospectus assumes:
- no exercise of the underwriters' option to purchase up to an additional
1,102,500 shares of common stock to cover over-allotments; and
- completion of the reorganization described in "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- The
Reorganization Transaction."
------------------------
3
8
SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA
The following table sets forth certain summary historical and pro forma
consolidated financial data for us and our predecessor for the periods and as of
the dates indicated. The financial data has been derived from our audited
consolidated financial statements and those of our predecessor, Jason
Incorporated's power generation division. The unaudited pro forma data gives
effect to the transactions described under "Unaudited Pro Forma Condensed
Consolidated Financial Statements." The historical and pro forma data should be
read together with the historical consolidated financial statements and related
notes and the unaudited pro forma condensed consolidated financial statements
and related notes included elsewhere in this prospectus.
PREDECESSOR
------------
DECEMBER 27,
1997 THROUGH JUNE 5 THROUGH PRO FORMA
JUNE 4, DECEMBER 26, FISCAL YEAR FISCAL YEAR AS ADJUSTED
1998 1998 1999 2000 FISCAL YEAR 2000
------------ -------------- ------------ ------------ ----------------
(IN THOUSANDS, EXCEPT EARNINGS PER SHARE DATA)
STATEMENTS OF OPERATIONS DATA:
Revenues........................ $60,881 $98,363 $275,199 $416,591 $447,851
Cost of sales................... 48,529 80,283 226,051 345,688 369,135
------- ------- -------- -------- --------
Gross profit.................. 12,352 18,080 49,148 70,903 78,716
Selling and administrative
expenses...................... 8,787 10,825 23,166 27,045 30,159
Recapitalization charge(1)...... -- -- -- 38,114 --
Amortization expense............ 787 727 1,100 1,250 1,745
------- ------- -------- -------- --------
Operating income.............. 2,778 6,528 24,882 4,494 46,812
Interest expense, net........... 439 2,966 3,410 12,175 11,589
------- ------- -------- -------- --------
Income (loss) before income
taxes and extraordinary
item....................... 2,339 3,562 21,472 (7,681) 35,223
Income tax provision
(benefit)..................... 996 176 1,087 (433) 13,576
------- ------- -------- -------- --------
Income (loss) before
extraordinary item......... $ 1,343 $ 3,386 $ 20,385 $ (7,248)(3) $ 21,647(4)
======= ======= ======== ======== ========
PER SHARE DATA:
Earnings per share:
Basic......................... $ 0.48
========
Diluted....................... $ 0.48
========
Weighted average shares
outstanding:
Basic......................... 44,843
Diluted....................... 44,843
OTHER FINANCIAL DATA:
EBITDA, as adjusted(2).......... $ 8,379 $ 28,008 $ 46,919 $ 52,198
Depreciation and amortization... 1,851 3,126 4,311 5,386
Capital expenditures............ 1,065 2,375 2,187 2,301
Net cash provided by (used in):
Operating activities.......... 7,514 39,466 24,789
Investing activities.......... (1,065) 1,393 (19,840)
Financing activities.......... (213) (39,469) 10,246
4
9
AS OF DECEMBER 30, 2000
-----------------------
PRO FORMA
ACTUAL AS ADJUSTED
-------- -----------
(IN THOUSANDS)
BALANCE SHEET DATA:
Working capital(5).......................................... $(39,540) $(23,573)
Property, plant and equipment, net.......................... 19,433 19,433
Goodwill(6)................................................. 45,879 45,414
Total assets................................................ 245,693 312,950
Total debt.................................................. 219,094 105,169
Members' deficit............................................ (157,570) --
Stockholders' equity........................................ -- 28,579
---------------
(1) In fiscal year 2000, we incurred a non-recurring recapitalization charge
associated with the cancellation of options outstanding as of the closing
date of the August 2000 recapitalization.
(2) EBITDA, as adjusted, represents income (loss) before extraordinary item,
interest, taxes, depreciation, amortization and recapitalization charge.
EBITDA, as adjusted, is presented because we believe that it is frequently
used by security analysts in the evaluation of companies. EBITDA, as
adjusted, should not be considered as an alternative to cash flow from
operating activities, as a measure of liquidity, as an alternative to net
income, as an indicator of operating performance, or as an alternative to
any other measure of performance in accordance with generally accepted
accounting principles. Our EBITDA, before adjusting for the recapitalization
charge, was $8.8 million for fiscal year 2000.
(3) Extraordinary item represents a $1.5 million loss on extinguishment of debt
in fiscal year 2000.
(4)Does not include an extraordinary loss of approximately $7.8 million ($12.7
million less the associated tax benefit of $4.9 million) resulting from the
write-off of deferred financing costs and debt discount as well as prepayment
premiums relating to the repayment of long-term debt. This amount will be
charged to earnings in the quarter in which the debt is repaid. We anticipate
repaying the debt in the second quarter of fiscal year 2001.
(5) Working capital represents current assets (excluding cash and cash
equivalents) less current liabilities (excluding current maturities of
long-term debt).
(6)Goodwill is being amortized on a straight-line basis over 30 years.
5
10
RISK FACTORS
You should carefully consider the following risk factors and other
information appearing in this prospectus before buying our common stock.
RISKS RELATING TO OUR BUSINESS AND INDUSTRY
SUBSTANTIALLY ALL OF OUR REVENUES ARE FROM SALES OF EQUIPMENT FOR GAS TURBINE
POWER PLANTS. IF CONSTRUCTION OF NEW GAS TURBINE POWER PLANTS WERE TO DECLINE,
THE MARKET FOR OUR PRODUCTS WOULD BE SIGNIFICANTLY DIMINISHED.
The demand for our products and services depends on the continued
construction of gas turbine power generation plants. In fiscal year 2000,
approximately 91% of our revenues were from sales of equipment and provision of
services for gas turbine power plants. The power generation equipment industry
has experienced cyclical periods of slow growth or decline. In periods of
decreased demand for new gas turbine power plants, our customers may be more
likely to decrease expenditures on the types of products and systems that we
supply and, as a result, our sales may decrease. In addition, the gas turbine
power industry depends on natural gas. A rise in the price or shortage of
natural gas could reduce the profitability of gas turbine power plants, which
could adversely affect our sales.
Environmental laws and regulations have played a part in the increased use
of gas turbine technology in various jurisdictions. These laws and regulations
may change or other jurisdictions may not adopt similar laws and regulations.
Changes in existing laws and regulations could result in a reduction in the
building and refurbishment of gas turbine power plants. In addition, stricter
environmental regulation could result in our customers seeking new ways of
generating electricity that do not require the use of our products. Furthermore,
although gas turbine power plants have lower emissions than coal-fired power
plants, emissions from gas turbine power plants remain a concern and attempts to
reduce or regulate emissions could increase the cost of gas turbine power plants
and result in our customers' switching to alternative sources of power.
Other current power technologies, improvements to these technologies and
new alternative power technologies that compete or may compete in the future
with gas turbine power plants could affect our sales and profitability.
Furthermore, in fiscal year 2000, approximately 53% of our revenues were from
sales of heat recovery equipment used in combined-cycle power plants. Any change
in the power generation industry which results in a decline in the construction
of new combined-cycle power plants or a decline in the upgrading of existing
simple-cycle power plants to combined-cycle ones could materially adversely
affect our sales.
Because some of our contracts stipulate that customer progress payments be
made in advance of work performed, increases in overall sales volume typically
allow us to finance our business through these payments. Conversely, a prolonged
decline in our revenues could impair this ability.
A SMALL NUMBER OF MAJOR CUSTOMERS ACCOUNT FOR A SIGNIFICANT PORTION OF OUR
REVENUES, AND THE LOSS OF ANY OF THESE CUSTOMERS COULD HARM US.
We depend on a relatively small number of customers for a significant
portion of our revenues. In fiscal year 1998, one customer represented more than
10% of our revenues. In fiscal year 1999, three customers each represented more
than 10% of our revenues. In fiscal year 2000, two customers each represented
more than 10% of our revenues. Of these two customers, one represented
approximately 31% of our revenues and approximately 25% of our backlog at the
end of the year, while the other represented approximately 22% of our revenues
and approximately 14% of our backlog at the end of the year. In addition, our
five largest customers accounted for approximately 75% of our revenues in fiscal
year 2000 and approximately 66% of our backlog at the end of the year. Other
than their obligations under firm orders placed in our backlog, none of our
customers has a long-term contractual obligation to purchase any material
amounts of products from us. All of our firm orders contain cancellation
provisions which permit us to recover only our costs and a portion of our
anticipated profit in the event a customer cancels its
6
11
order. If a customer elects to cancel, we may not realize the full amount of
revenues included in our backlog. We expect to continue to depend upon a
relatively small number of customers for a significant percentage of our
revenues. Because our major customers represent a large part of our business,
the loss of any of our major customers could negatively impact our business.
IF OUR COSTS EXCEED THE ESTIMATES WE USE TO SET THE FIXED PRICES OF OUR
CONTRACTS, OUR EARNINGS WILL BE REDUCED.
We enter into all of our contracts on a fixed-price basis. As a result, we
benefit from cost savings, but have limited ability to recover for any cost
overruns. The costs that we incur in connection with each contract can vary,
sometimes substantially, from our original projections. Because of the large
scale and long duration of our contracts, unanticipated changes may occur, such
as customer budget decisions, design changes, delays in receiving permits and
cost increases, that may delay delivery of our products. In addition, under our
contracts, we often are subject to liquidated damages for late delivery.
Unanticipated cost increases or delays may occur as a result of several
factors, including:
- increases in the cost, or shortages, of components, materials or labor;
- unanticipated technical problems;
- required project modifications not initiated by the customer; and
- suppliers' or subcontractors' failure to perform.
Cost overruns that we cannot pass on to our customers or the payment of
liquidated damages under our contracts will lower our earnings.
COMPETITION COULD RESULT IN DECREASED SALES OR DECREASED PRICES FOR OUR PRODUCTS
AND SERVICES.
Our products face and will continue to face significant competition.
Competition could result in a reduction in the demand for, or the prices that we
can charge for, our products and services. Our success is dependent in large
part on our ability to:
- anticipate or respond quickly to our customers' needs and enhance and
upgrade our existing products and services to meet those needs;
- continue to price our products and services competitively and find low
cost subcontractors that can produce quality products; and
- develop new products and systems that are accepted by our customers and
differentiated from our competitors' offerings.
Our competitors may:
- develop more desirable, efficient, environmentally friendly or less
expensive products;
- be willing to accept lower prices to protect strategic marketing
positions or increase market share;
- be better able to take advantage of acquisition opportunities; or
- adapt more quickly to changes in customer requirements.
As a result of our competitors' business practices, we may need to lower
our prices or devote significant resources to marketing our products in order to
remain competitive. Lower prices or higher costs would reduce our revenues and
our profitability.
7
12
IF WE ARE UNABLE TO CONTROL THE QUALITY OR TIMELY PRODUCTION OF PRODUCTS
MANUFACTURED FOR US BY SUBCONTRACTORS, OUR REPUTATION COULD BE ADVERSELY
AFFECTED AND WE COULD LOSE CUSTOMERS. IF WE ARE UNABLE TO RECOVER ANY ADVANCE
PROGRESS PAYMENTS MADE TO SUBCONTRACTORS, OUR PROFITABILITY WOULD BE ADVERSELY
AFFECTED.
We rely on subcontractors to manufacture and assemble a substantial portion
of our products. In fiscal year 2000, we estimate that subcontractors accounted
for approximately 70% of our manufacturing costs. Although we have on-site
supervision of our subcontractors to review and monitor their quality control
systems, the quality and timing of their production is not totally under our
control. Our subcontractors may not always meet the level of quality control and
the delivery schedules required by our customers. The failure of our
subcontractors to produce quality products in a timely manner could adversely
affect our reputation and result in the cancellation of orders for our products
and the loss of customers.
Furthermore, we make advance progress payments to subcontractors in
anticipation of their completion of our orders. In the event a subcontractor
fails to complete an order, we may be unable to recover those advances.
INVESTORS MAY NOT BE ABLE TO PROJECT OUR FUTURE REVENUES BASED UPON THE DOLLAR
AMOUNT OF OUR BACKLOG.
Customers may cancel or delay projects for reasons beyond our control and
we may be unable to replace any canceled orders with new orders. To the extent
projects were delayed, the timing of our revenues could be affected. If a
customer cancels an order, we may be reimbursed for incurred costs. Typically,
however, we have no contractual right to the full amount of the revenues that we
would have received if the order had not been canceled, which potential revenues
are reflected in our backlog. In addition, projects may remain in our backlog
for extended periods of time. Revenue recognition occurs over long periods of
time and is subject to unanticipated delays. Fluctuations in our quarterly
backlog levels also result from the fact that we may receive a small number of
relatively large orders in any given quarter that may be included in our
backlog. Because of these large orders, our backlog in that quarter may reach
levels that may not be sustained in subsequent quarters. Our backlog, therefore,
is not necessarily indicative of our future revenues.
IT MAY BE DIFFICULT FOR INVESTORS TO EVALUATE OUR PROSPECTS AND FOR US TO
ESTIMATE OUR FUTURE REVENUES AND PROFITS BECAUSE OUR FINANCIAL PERFORMANCE MAY
VARY SIGNIFICANTLY FROM QUARTER TO QUARTER.
Our quarterly revenues and earnings have varied in the past and are likely
to vary in the future. Our contracts stipulate customer-specific delivery terms
which, coupled with other factors beyond our control that may occur at any time
over a contract cycle of up to a year or more, may result in uneven realization
of revenues and earnings over time. Due to our large average contract size, our
sales volume during any given period may be concentrated in relatively few
orders, intensifying the magnitude of these irregularities. Consequently our
quarterly performance may not be indicative of our success in achieving
year-over-year growth objectives. Furthermore, some of our operating costs are
fixed. As a result, we may have limited ability to reduce our operating costs in
response to unanticipated decreases in our revenues or the demand for our
products in any given quarter. Therefore, our operating results in any quarter
may not be indicative of our future performance, and it may be difficult for you
to evaluate our prospects. In addition, because we must make significant
estimates related to potential charges when we recognize revenue on a percentage
completion basis, we may have difficulty accurately estimating revenues and
profits from quarter to quarter.
COMPLIANCE WITH ENVIRONMENTAL LAWS AND REGULATIONS IS COSTLY, AND OUR ONGOING
OPERATIONS MAY EXPOSE US TO ENVIRONMENTAL LIABILITIES.
Our operations are subject to laws and regulations governing the discharge
of materials into the environment or otherwise relating to the protection of the
environment or human health. These laws include U.S. federal statutes such as
the Resource Conservation and Recovery Act of 1976, the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980 or CERCLA, the
8
13
Clean Water Act and the Clean Air Act, and the regulations implementing them, as
well as similar laws and regulations at the state and local levels and in other
countries in which we operate.
If we fail to comply with environmental laws or regulations, we may be
subject to significant liabilities for fines, penalties or damages, or lose or
be denied significant operating permits. In addition, some environmental laws,
including CERCLA, impose liability for the costs of investigating and
remediating releases of hazardous substances without regard to fault and on a
joint and several basis, so that in some circumstances we may be liable for
costs attributable to hazardous substances released into the environment by
others. Moreover, the environmental laws and regulations to which we are subject
are constantly changing, and we cannot predict the effect of these changes on
us.
A MALFUNCTION IN OUR PRODUCTS COULD RESULT IN UNANTICIPATED WARRANTY COSTS OR
PRODUCT LIABILITY NOT COVERED BY OUR INSURANCE WHICH COULD ADVERSELY AFFECT OUR
FINANCIAL CONDITION OR RESULTS OF OPERATIONS.
We provide warranties for terms of two years or less on our products. These
warranties require us to repair or replace faulty products. Warranty claims
could result in significant unanticipated costs. The need to repair or replace
products with design or manufacturing defects could also temporarily delay the
sale of new products and adversely affect our reputation.
In addition, we may be subject to product liability claims involving claims
of personal injury or property damage. Because our products are used primarily
in power plants, claims could arise in different contexts, including the
following:
- fires, explosions and power surges that can result in significant
property damage or personal injury; and
- equipment failure that can result in damage to other equipment in the
power plant.
If a very large product liability claim were sustained, our insurance
coverage might not be adequate to cover our defense costs and the amount
awarded. Additionally, a well-publicized actual or perceived problem could
adversely affect our reputation and reduce demand for our products.
IF WE ARE UNABLE TO PROTECT THE PROPRIETARY DESIGN SOFTWARE PROGRAMS THAT WE USE
IN OUR BUSINESS AND THIRD PARTIES USED THEM TO DEVELOP PRODUCTS TO COMPETE
AGAINST OURS, OUR REVENUES WOULD BE ADVERSELY AFFECTED.
We have developed several proprietary software programs to help us design
our products. Our ability to protect our proprietary rights to these programs is
important to our success. We protect these rights through the use of internal
controls and confidentiality and non-disclosure agreements and other legal
protections. The legal protections afforded to our proprietary rights and the
precautions taken by our company may not be adequate to prevent misappropriation
of our proprietary rights. We generally enter into non-disclosure and
confidentiality agreements with our employees and subcontractors with access to
sensitive design software and technology. However, these contractual protections
do not prevent independent third-parties from developing functionally equivalent
or superior technologies, programs, products or professional services. Third
parties may also infringe upon or misappropriate our proprietary rights and use
them to develop competing products. If we were required to commence legal
actions to enforce our intellectual property or proprietary rights or to defend
ourselves against claims that we are infringing on the intellectual property or
proprietary rights of others, we could incur substantial costs and divert
management's attention from operations.
THE LOSS OF THE SERVICES OF OUR KEY EXECUTIVE OFFICERS COULD HAVE A NEGATIVE
EFFECT ON OUR BUSINESS.
Our success depends to a significant extent on the continued services of
Larry Edwards, our president and chief executive officer, and Gary Obermiller
and Gene Schockemoehl, two of our senior executives. Our failure to retain the
services of Messrs. Edwards, Obermiller or Schockemoehl, or attract highly
qualified management in the future, could adversely affect our ability to grow
and manage our operations. Although we have employment agreements containing
non-competition clauses with Messrs. Edwards, Obermiller and Schockemoehl,
courts are sometimes reluctant to enforce these agreements. In addition,
9
14
although we carry key man life insurance for Messrs. Edwards, Obermiller and
Schockemoehl, the loss of their services could disrupt our operations.
OUR INABILITY TO ATTRACT AND RETAIN EMPLOYEES WHO FILL KEY REQUIREMENTS OF OUR
BUSINESS MAY MAKE IT DIFFICULT TO SUSTAIN OR EXPAND OUR OPERATIONS.
We must attract and retain highly qualified experienced mechanical, design,
structural and software engineers, service technicians, marketing and sales
personnel and other key personnel to expand our operations. If we are unable to
attract and retain necessary personnel, we may not be able to sustain or expand
our operations.
WE MAY NOT BE ABLE TO MAINTAIN OR EXPAND OUR BUSINESS OUTSIDE THE UNITED STATES
BECAUSE OF NUMEROUS FACTORS OUTSIDE OUR CONTROL.
Our business outside the United States is subject to risks from:
- labor unrest;
- regional economic uncertainty;
- political instability;
- restrictions on the transfer of funds into or out of a country;
- currency exchange rate fluctuations;
- export duties and quotas;
- expropriations;
- domestic and foreign customs and tariffs;
- current and changing regulatory environments; and
- potentially adverse tax consequences.
These factors may result in a decline in revenues or profitability and
could adversely affect our ability to expand our business outside the United
States.
IF WE WERE REQUIRED TO WRITE-OFF OR ACCELERATE THE AMORTIZATION OF OUR GOODWILL,
OUR RESULTS OF OPERATIONS AND STOCKHOLDERS' EQUITY COULD BE MATERIALLY ADVERSELY
AFFECTED.
As a result of our June 1998 acquisition of the power generation division
of Jason Incorporated and our October 2000 acquisition of CFI Holdings, Inc. and
its subsidiaries, we have approximately $45.9 million of goodwill recorded on
our consolidated balance sheet as of December 30, 2000. We are amortizing the
goodwill on a straight-line basis over 30 years. The amount of goodwill that we
amortize in any given year is treated as a charge against earnings under
accounting principles generally accepted in the United States. If we were
required to write-off our goodwill or accelerate the amortization of our
goodwill, our results of operations and stockholders' equity could be materially
adversely affected.
10
15
RISKS RELATED TO OUR COMMON STOCK
HARVEST PARTNERS, INC. AND ITS AFFILIATES WILL CONTINUE TO HAVE SIGNIFICANT
INFLUENCE OVER OUR BUSINESS AFTER THIS OFFERING AND THEY MAY NOT ACT IN A MANNER
FAVORABLE TO OUR OTHER STOCKHOLDERS.
Upon completion of this offering, affiliates of Harvest Partners, Inc. will
hold in the aggregate approximately 30.6% of our outstanding common stock. If
the underwriters' over-allotment is exercised in full, these affiliates will
hold approximately 29.7% of our outstanding common stock. In addition, two of
the directors that will serve on our board following this offering are
representatives of Harvest Partners, Inc. After this offering, Harvest Partners,
Inc. and its affiliates will continue to have a significant influence over all
matters submitted to our stockholders, including the election of our directors,
and will continue to exercise significant influence over our business, policies
and affairs. Such concentration of voting power could have the effect of
delaying, deterring or preventing a change of control of our company or other
business combination that might otherwise be beneficial to stockholders.
PROVISIONS IN OUR CERTIFICATE OF INCORPORATION AND BY-LAWS COULD PREVENT CHANGES
IN OUR STRUCTURE OR CONTROL THAT OUR STOCKHOLDERS MAY PREFER.
We will have authorized but unissued shares of preferred stock which may be
issued by the board of directors with rights, preferences and designations as
the board may determine without any vote of the stockholders. We will also have
a classified board of directors. Furthermore, our by-laws will (1) eliminate the
ability of stockholders to act by written consent; (2) require that special
meetings of stockholders may only be called by holders of more than 35% of our
common stock; and (3) set forth advance notice requirements that stockholders
must meet before submitting proposals to be considered at stockholder meetings.
These measures may have the effect of delaying, deterring or preventing a change
in our control. In addition, "anti-takeover" provisions of the Delaware General
Corporation Law may restrict the ability of our stockholders to authorize a
merger, business combination or change of control.
YOU WILL PAY A PRICE FOR SHARES OF COMMON STOCK THAT WAS NOT ESTABLISHED IN A
COMPETITIVE MARKET AND THE PRICE THAT PREVAILS IN THE MARKET MAY BE LOWER.
Before this offering, there has been no public market for our common stock.
We will apply to list our common stock for trading on the New York Stock
Exchange. After this offering, an active trading market for our common stock
might not develop or continue, which could negatively affect the market price of
our common stock.
The market price of our common stock may decline below the initial public
offering price. The initial public offering price for our common stock will be
determined by negotiations between us and the representatives of the
underwriters and may not be indicative of prices that will prevail in the
trading market. Furthermore, a prolonged decline in the market price of our
common stock could adversely affect our efforts to retain qualified employees if
the prevailing market price of our common stock remains below the exercise price
of employee stock options.
In addition, the market price for our common stock may be subject to wide
fluctuations as a result of a variety of factors, including:
- announcements of technological or competitive developments by third
parties;
- changes in estimates of our financial performance by securities analysts
or changes in recommendations by securities analysts regarding us; and
- changes in investor perceptions of the industry or any of our particular
products or service.
Because of this volatility, it is likely we will fail to meet the
expectations of our stockholders at some time in the future, resulting in a
decline in our stock price.
11
16
FUTURE SALES BY EXISTING STOCKHOLDERS COULD DEPRESS THE MARKET PRICE OF OUR
COMMON STOCK.
Immediately after this offering there will be a total of 44,843,264 shares
of common stock outstanding. The shares of common stock held by substantially
all of our existing stockholders are subject to "lock-up" agreements that
prohibit them from selling their shares in the public market for 180 days after
the date of this prospectus. When the 180-day "lock-up" period expires or if
Credit Suisse First Boston Corporation and Salomon Smith Barney Inc. consent, in
their sole discretion, to an earlier sale, our existing stockholders will be
able to sell their shares in the public market, subject to some legal
restrictions. If our existing stockholders were to sell a large number of
shares, the market price of shares of our common stock could decline
dramatically. Moreover, the perception in the public market that these
stockholders might sell shares of common stock could depress the market price of
the common stock. Furthermore, some of our existing stockholders have the right
to require us to register their shares in future offerings, which may facilitate
their sales of shares in the public market.
IF OUTSTANDING OR FUTURE OPTIONS ARE EXERCISED, OR IF WE ISSUE ADDITIONAL COMMON
STOCK AT PRICES LOWER THAN THE INITIAL OFFERING PRICE, YOU WILL EXPERIENCE
DILUTION IN THE NET TANGIBLE BOOK VALUE OF YOUR COMMON STOCK.
As a purchaser of our common stock in this offering, you will incur
immediate and substantial dilution in the net tangible book value per ordinary
share of $16.95 from the price you pay for our common stock based on an assumed
initial public offering price of $17.00 per share (the midpoint of the range set
forth on the cover of this prospectus). Additionally, your ownership interest
will be further diluted if outstanding or future options to purchase our common
stock are exercised, or if we issue additional common stock at prices lower than
the initial offering price in connection with acquisitions or for other
purposes.
WE ANTICIPATE THAT THE COVENANTS CONTAINED IN OUR AMENDED AND RESTATED CREDIT
FACILITY WILL LIMIT OUR ABILITY TO BORROW ADDITIONAL MONEY, SELL ASSETS AND MAKE
ACQUISITIONS. COMPLIANCE WITH THESE RESTRICTIONS AND COVENANTS MAY LIMIT OUR
ABILITY TO IMPLEMENT ELEMENTS OF OUR BUSINESS STRATEGY.
We anticipate that our amended and restated senior credit facility will
contain a number of significant restrictions and covenants limiting our ability
to:
- borrow more money or make capital expenditures;
- incur liens;
- pay dividends or make other restricted payments;
- merge or sell assets;
- enter into transactions with affiliates; and
- make acquisitions.
We anticipate that the amended and restated senior facility will also
impose restrictions on the ability of our subsidiaries to:
- pay dividends or make other restricted payments to us;
- merge or consolidate with any other person; and
- sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of their assets.
In addition, we anticipate that our amended and restated senior credit
facility will contain other more restrictive covenants, including covenants that
will require us to repay our indebtedness with proceeds from asset sales, equity
issuances and excess cash flow and to maintain specified financial ratios,
including leverage, interest and fixed charge ratios. If we are unable to
service our indebtedness, we may be forced to reduce or delay capital
expenditures, sell assets, restructure or refinance our indebtedness or seek
additional equity capital. Also, compliance with the restrictive covenants of
our amended and restated
12
17
credit agreement may limit our ability to operate our business or implement
elements of our business strategy.
OUR CERTIFICATE OF INCORPORATION AUTHORIZES OUR BOARD OF DIRECTORS, WITHOUT
STOCKHOLDER APPROVAL, TO ISSUE PREFERRED STOCK WHICH MAY HAVE RIGHTS, POWERS AND
PREFERENCES MORE FAVORABLE THAN THAT OF OUR COMMON STOCK.
Our board of directors may determine the rights, preferences, privileges
and restrictions of unissued series of preferred stock without any vote or
authorization by our stockholders. Therefore, the board can authorize and issue
shares of preferred stock with voting or conversion rights that could adversely
affect the voting or other rights of holders of our common stock. In addition,
the issuance of preferred stock may have the effect of delaying, deferring or
preventing a change of control of our company, because the terms of the
preferred stock that might be issued could potentially prohibit our consummation
of any merger, reorganization, sale of substantially all of our assets,
liquidation or other extraordinary corporate transaction without the approval of
our preferred stockholders.
WE ARE EXPOSED TO MARKET RISKS FROM CHANGES IN INTEREST AND FOREIGN CURRENCY
EXCHANGE AND THE CONVERSION BY EUROPEAN UNION NATIONS TO THE EURO CURRENCY.
We are subject to market risks from changes in interest rates. We
anticipate that our amended and restated senior credit facility will bear
interest, at our option, at either the eurodollar rate or an alternate base rate
plus, in each case, an applicable margin. Assuming our current level of
borrowings, a 100 basis point increase in interest rates under these borrowings
would increase our interest expense for fiscal year 2000 by approximately $0.6
million without taking into account our interest rate collar agreement.
We are also subject to market risks from fluctuations in foreign currency
rates and the anticipated conversion by several European Union members from
local currencies to the use of the euro. Portions of our operations are located
in foreign jurisdictions and a portion of our billings are paid in foreign
currencies. Changes in foreign currency exchange rates or weak economic
conditions in foreign markets could therefore cause fluctuations in those
revenues derived from foreign operations. In addition, sales of products and
services are affected by the value of the U.S. dollar relative to other
currencies. Furthermore, the long-term affect of the conversion to the use of
the euro on our accounting, treasury and computer systems, as well as its effect
on trade competition and our foreign operating subsidiaries, is uncertain.
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus includes "forward-looking statements." These
forward-looking statements include, in particular, the statements about our
plans, strategies, and prospects under the headings "Prospectus Summary,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," and "Business." Although we believe that our plans, intentions and
expectations reflected in or suggested by these forward-looking statements are
reasonable, we may not achieve our plans, intentions or expectations.
Important factors that could cause actual results to differ materially from
the forward-looking statements we make in this prospectus are set forth in "Risk
Factors" and elsewhere in this prospectus. All forward-looking statements
attributable to us or persons acting on our behalf are expressly qualified in
their entirety by the cautionary statements in "Risk Factors," in which we have
disclosed the material risks related to our business and this offering. These
forward-looking statements involve risks and uncertainties, and the cautionary
statements identify important factors that could cause actual results to differ
materially from those predicted in any forward-looking statements.
13
18
USE OF PROCEEDS
We expect that the net proceeds from the sale of our common stock in this
offering will be approximately $113.3 million after deducting underwriting
discounts and commissions and estimated offering expenses payable by us. These
amounts assume the sale of all of our common stock offered by this prospectus at
an initial offering price of $17.00 per share (the midpoint of the range set
forth on the cover of this prospectus).
We intend to use the net proceeds of this offering as follows:
- $81.4 million to repay a portion of our senior term loans;
- $25.5 million to repay a portion of our senior subordinated loan and to
pay related prepayment premiums; and
- $6.4 million to make a distribution on the preferred units of GEEG
Holdings, L.L.C. in an aggregate amount equal to the accrued and unpaid
dividends on those units, subject to reduction for previous excess tax
distributions to its members since August 1, 2000.
Of the $6.4 million distribution, $3.1 million will be paid to our
affiliates. Affiliates of Harvest Partners, Inc. will receive $2.4 million and
members of our management and our directors will receive in the aggregate $0.7
million.
Our outstanding senior term loans bear interest at rates currently ranging
from 8.34% to 9.09% per annum and, as of March 31, 2001, consist of (1) a $27.7
million term A loan maturing in July 2006; (2) a $103.8 million term B loan
maturing in July 2008; and (3) a $13.9 million term C loan maturing in July
2006. Our senior subordinated loan has an outstanding principal amount of $67.5
million, matures in August 2010 and bears interest at the rate of 13.5% per
annum. The amounts borrowed under the term A loan, the term B loan and the
senior subordinated loan financed a portion of the August 2000 recapitalization.
We used the term C loan to partially fund the acquisition of CFI Holdings, Inc.
in October 2000.
We intend to refinance any remaining balances on our senior term loans
after the application of the net proceeds of this offering using the proceeds of
a new loan under an amended and restated senior credit facility and available
cash.
We will not receive any proceeds from the sale of our common stock, if any,
by the selling stockholders upon the exercise of the underwriters'
over-allotment option.
DIVIDEND POLICY
We intend to retain future earnings for use in our business and do not
anticipate declaring or paying any dividends on shares of our common stock in
the foreseeable future. In addition, any determination to declare and pay
dividends will be made by our board of directors in light of our earnings,
financial position, capital requirements, contractual restrictions of any future
financing instruments and any other factors as the board of directors deems
relevant. Our senior subordinated loan restricts and we anticipate that our
amended and restated senior credit facility will restrict our ability to pay
dividends. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources" for a discussion of
restrictions on our ability to pay dividends.
14
19
DILUTION
Purchasers of the common stock offered by this prospectus will suffer an
immediate and substantial dilution in net tangible book value per share.
Dilution is the amount by which the initial public offering price paid by the
purchasers of the shares of common stock in this offering will exceed the pro
forma net tangible book value per share of common stock after this offering. The
pro forma net tangible book value per share of common stock is determined by
subtracting pro forma total liabilities from the pro forma tangible assets and
dividing the difference by the pro forma number of shares of common stock deemed
to be outstanding on the date the book value is determined. The number of shares
used in this calculation and otherwise in this section give effect to the
reorganization transaction as described under "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- The Reorganization
Transaction" and assume the exercise of all options held by officers. As of
December 30, 2000, our pro forma net tangible book value would have been a
deficit of $111.0 million, or $(2.87) per share, based upon an assumed initial
public offering price of $17.00 per share (the mid-point of the range set forth
on the cover of this prospectus). Assuming the sale of 7,350,000 shares at an
assumed initial public offering price of $17.00 per share and deducting
underwriters' discounts and commissions and estimated offering expenses, our pro
forma tangible book value as of December 30, 2000 would have been $2.3 million,
or $.05 per share. This represents an immediate increase in pro forma net
tangible book value to existing stockholders prior to the closing of this
offering of $2.92 per share and an immediate dilution to new investors of $16.95
per share. The following table illustrates this per share dilution:
PER
SHARE
------
Assumed initial public offering price....................... $17.00
Pro forma net tangible book value before this
offering.............................................. $(2.87)
Increase in pro forma net tangible book value
attributable to this
offering............................................. 2.92
------
Pro forma net tangible book value after this offering....... .05
------
Dilution to new investors................................... $16.95
======
The following table summarizes, on a pro forma basis as of December 30,
2000, the number of shares of common stock purchased from us, the estimated
value of the total consideration paid for or attributed to this common stock,
and the average price per share paid by or attributable to existing stockholders
along with the exercise of all options held by officers and the new investors
purchasing shares in this offering at an assumed initial offering price of
$17.00 per share, before deducting underwriting discounts and commissions and
estimated offering expenses.
SHARES OF COMMON TOTAL CASH
STOCK HELD CONSIDERATION AVERAGE
--------------------- ----------------------- PRICE PER
NUMBER PERCENT AMOUNT PERCENT SHARE
---------- ------- ------------ ------- ---------
Existing stockholders,
assuming exercise of all
options held by officers... 38,726,119 84% $112,558,030 47% $ 2.91
New investors................ 7,350,000 16 124,950,000 53 17.00
---------- --- ------------ ---
Total.............. 46,076,119 100% $237,508,030 100%
========== === ============ ===
The discussion and tables above include the assumed exercise of options to
purchase 1,232,855 shares of common stock held by officers at December 30, 2000
and exclude options outstanding at December 30, 2000, not held by officers, to
purchase a total of 1,688,504 shares of common stock with a weighted average
exercise price of $0.36 per share. To the extent these options are exercised,
new investors will experience further dilution.
15
20
CAPITALIZATION
The following table sets forth our cash and cash equivalents and
capitalization as of December 30, 2000 on:
- an actual basis;
- a pro forma basis giving effect to our planned reorganization; and
- a pro forma as adjusted basis to reflect (1) this offering and our use of
the net proceeds at an assumed initial public offering price of $17.00
per share (the midpoint of the range set forth on the cover of this
prospectus), and (2) the refinancing of our senior term loans, including
the application of available cash.
The table should be read together with "Use of Proceeds," the audited historical
consolidated financial statements and the related notes which are included
elsewhere in this prospectus, "Unaudited Pro Forma Condensed Consolidated
Financial Statements" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
AT DECEMBER 30, 2000
------------------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
--------- -------------- -----------
(IN THOUSANDS)
Cash and cash equivalents.............................. $ 26,308 $ 26,308 $ 13,845
========= ========= ========
Long-term debt, including current maturities:
Senior term loans.................................... $ 154,163 $ 154,163 $ 60,000
Senior subordinated loan, net of discount............ 59,286 59,286 39,524
Other................................................ 5,645 5,645 5,645
--------- --------- --------
Total long-term debt, including current
maturities................................. 219,094 219,094 105,169
--------- --------- --------
Members' deficit....................................... (157,570) -- --
--------- --------- --------
Stockholders' equity
Preferred stock...................................... -- -- --
Common stock......................................... -- 375 448
Additional paid-in capital deficit................... -- (157,945) (48,100)
Retained earnings.................................... -- 84,000 76,231
--------- --------- --------
Total stockholders' equity (deficit)......... -- (73,570) 28,579
--------- --------- --------
Total capitalization..... $ 61,524 $ 145,524 $133,748
========= ========= ========
16
21
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidated financial
statements are based on the historical financial statements of GEEG Holdings,
L.L.C. included elsewhere in this prospectus, adjusted to give effect to the
following transactions, which we refer to as the "Transactions":
- the August 2000 recapitalization;
- the acquisition of CFI Holdings, Inc. in October 2000;
- the reorganization in connection with this offering;
- the refinancing of our senior term loans under our amended and restated
senior credit facility; and
- consummation of this offering and the use of the net proceeds as
described under "Use of Proceeds."
The unaudited pro forma consolidated statement of income (loss) gives
effect to the Transactions as if they had occurred as of December 26, 1999, and
the unaudited pro forma condensed consolidated balance sheet gives effect to the
Transactions (other than the acquisition of CFI Holdings, Inc. and the August
2000 recapitalization) as if they had occurred as of December 30, 2000. The
Transactions are described under "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Overview," "-- The
Reorganization Transaction" and "-- Liquidity and Capital Resources" and the
related adjustments are described in the notes below. The pro forma adjustments
are based upon available information and assumptions that we believe are
reasonable. The pro forma condensed consolidated financial statements do not
purport to represent what our results of operations or financial condition would
actually have been had the Transactions in fact occurred on the dates provided
above or to project our results of operations or financial condition for any
subsequent period or at any subsequent date. The pro forma condensed
consolidated financial statements should be read in conjunction with our audited
historical consolidated financial statements and related notes included
elsewhere in this prospectus.
The acquisition of CFI Holdings, Inc. has been accounted for using the
purchase method of accounting. The total purchase price of the acquisition has
been allocated to our tangible and intangible assets and liabilities based upon
their respective fair values. The allocation of the aggregate purchase price
included in the pro forma condensed consolidated financial statements is
preliminary as we believe further refinement is impractical to perform at this
time. However, we do not expect the final allocation of the purchase price to
materially differ from the preliminary allocation set forth below.
The unaudited pro forma consolidated statement of income (loss) does not
include an extraordinary loss of approximately $7.8 million ($12.7 million less
the associated income tax benefit of $4.9 million) resulting from the write-off
of deferred financing costs and debt discount, as well as prepayment premiums
relating to the repayment of long-term debt. This amount will be charged to
earnings in the quarter in which the long-term debt is repaid. We anticipate
repaying the debt in the second quarter of fiscal year 2001.
The unaudited pro forma consolidated statement of income (loss) also does
not give effect to an $84.0 million increase in net income (loss) before
extraordinary item that will result from our change from a limited liability
company, a non-taxable entity, to a C-corporation, a taxable entity. The
unaudited pro forma consolidated statement of income (loss) also does not give
effect to a $0.7 million decrease in net income before extraordinary item that
will result from the immediate vesting of certain options which were granted at
exercise prices which were less than deemed fair value at the date of grant. The
accelerated vesting will have no net impact on total stockholders' equity
included within the unaudited pro forma condensed consolidated balance sheet.
17
22
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME (LOSS)
FISCAL YEAR 2000
-----------------------------------------------------------------------------------------------------
CFI REORGANIZATION/
CFI ACQUISITION RECAPITALIZATION OFFERING PRO FORMA
ACTUAL HISTORICAL(2) ADJUSTMENTS ADJUSTMENTS PRO FORMA ADJUSTMENTS AS ADJUSTED
-------- ------------- ----------- ---------------- --------- ----------- ---------------
(IN THOUSANDS, EXCEPT INCOME PER COMMON UNIT/SHARE DATA)
Revenues................ $416,591 $31,260 $ -- $ -- $447,851 $ -- $447,851
Cost of sales........... 345,688 22,954 493(3) -- 369,135 -- 369,135
-------- ------- ------- -------- -------- ------- --------
Gross profit.......... 70,903 8,306 (493) -- 78,716 -- 78,716
Selling and
administrative
expenses.............. 27,045 3,114 -- -- 30,159 -- 30,159
Recapitalization
charge................ 38,114 -- -- (38,114)(5) -- -- --
Amortization expense.... 1,250 30 465(3) -- 1,745 -- 1,745
-------- ------- ------- -------- -------- ------- --------
Operating income...... 4,494 5,162 (958) 38,114 46,812 -- 46,812
Interest expense, net... 12,175 398 1,543(4) 12,077(6) 26,193 (14,604)(10) 11,589
-------- ------- ------- -------- -------- ------- --------
Income (loss) before
income taxes and
extraordinary
item................ (7,681) 4,764 (2,501) 26,037 20,619 14,604 35,223
Income tax provision
(benefit)............. (433) 1,664 (961) 10,180(7) 7,880 5,696(11) 13,576
(2,570)(8)
-------- ------- ------- -------- -------- ------- --------
Income (loss) before
extraordinary
item.................. $ (7,248) $ 3,100 $(1,540) $ 18,427 $ 12,739 $ 8,908 $ 21,647
======== ======= ======= ======== ======== ======= ========
Income (loss) before
extraordinary item per
common unit/share
Basic................. $ (0.77)(1) $ 0.34(9) $ 0.48(12)
Diluted............... $ (0.77)(1) $ 0.34(9) $ 0.48(12)
Weighted average common
units/shares
outstanding
Basic................. 13,814 37,493(9) 44,843(12)
======== ======== ========
Diluted............... 13,814 37,493(9) 44,843(12)
======== ======== ========
---------------
See "Notes to Unaudited Pro Forma Consolidated Statement of Income (Loss)" on
the following page.
18
23
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME (LOSS)
(1) Calculated by dividing net income (loss) before extraordinary item after
adjusting for preferred dividends by the weighted-average number of common
units outstanding during the period. Extraordinary item consists of a $1.5
million loss on extinguishment of debt in fiscal year 2000. Preferred
dividends were $3.4 million in fiscal year 2000.
(2) Represents the actual results of operations of CFI Holdings, Inc. from
December 26, 1999, the first day of fiscal 2000, through October 31, 2000,
the date of acquisition.
(3) Reflects purchase accounting adjustments associated with the CFI
acquisition and the resulting additional depreciation and amortization
expense.
(4) Reflects the incremental interest expense resulting from $15.0 million of
borrowings incurred at an interest rate of 9.74%, and a $5.5 million note
issued at an interest rate of 10.0%, to finance the CFI acquisition and the
retirement of $2.7 million of existing debt of CFI Holdings, Inc. at an
assumed interest rate of approximately 9%.
(5) Eliminates the non-recurring recapitalization charge associated with the
cancellation of options in connection with the August 2000
recapitalization.
(6) Reflects the incremental interest expense resulting from $207.5 million of
borrowings at an assumed weighted-average interest rate of 11.36% to
finance the August 2000 recapitalization and the retirement of
$15.0 million of existing debt at an interest rate of 13%.
(7) Reflects the income tax effect of the August 2000 recapitalization
adjustments at an assumed effective income tax rate of 39%.
(8) Reflects the income tax provision for fiscal year 2000 actual results of
operations as if we were a C-corporation.
(9) Reflects the exchange of the common and preferred units for shares of
common stock in the reorganization.
(10) Reflects interest expense adjustments as follows:
Interest expense on the new $60.0 million senior term loan
incurred in the refinancing at an assumed weighted average
interest rate of 6%....................................... $ 3,600,000
Amortization of deferred financing costs related to the new
senior term loan.......................................... 310,000
Historical interest expense on debt repaid as a part of this
offering and the refinancing, including amortization of
related deferred financing costs.......................... (18,514,000)
------------
Total....................................................... $(14,604,000)
============
(11) Reflects the income tax effect of the offering adjustments at an assumed
effective income tax rate of 39%.
(12) Reflects the new shares of common stock issued in this offering.
19
24
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AT DECEMBER 30, 2000
------------------------------------------------------------------------
REORGANIZATION OFFERING PRO FORMA
ACTUAL ADJUSTMENTS PRO FORMA ADJUSTMENTS AS ADJUSTED
---------- -------------- --------- ----------- -----------
(IN THOUSANDS)
Current assets
Cash and cash equivalents....... $ 26,308 $ -- $ 26,308 $ (12,463)(3) $ 13,845
Accounts receivable, net........ 67,798 -- 67,798 -- 67,798
Inventories..................... 9,738 -- 9,738 -- 9,738
Costs and estimated earnings in
excess of billings............ 65,260 -- 65,260 -- 65,260
Other current assets............ 1,833 11,000(1) 12,833 -- 12,833
--------- --------- -------- ---------- --------
Total current assets..... 170,937 11,000 181,937 (12,463) 169,474
Property, plant and equipment,
net............................. 19,433 -- 19,433 -- 19,433
Goodwill.......................... 45,879 -- 45,879 -- 45,879
Other assets...................... 9,444 73,000(1) 82,444 (4,280)(4) 78,164
--------- --------- -------- ---------- --------
Total assets............. $ 245,693 $ 84,000 $329,693 $ (16,743) $312,950
========= ========= ======== ========== ========
Current liabilities
Current maturities of long-term
debt.......................... $ 3,963 $ -- $ 3,963 $ 5,037(5) $ 9,000
Accounts payable................ 38,055 -- 38,055 -- 38,055
Accrued expenses................ 18,002 -- 18,002 (4,967)(6) 13,035
Billings in excess of costs and
estimated earnings............ 119,110 -- 119,110 -- 119,110
Other current liabilities....... 9,002 -- 9,002 -- 9,002
--------- --------- -------- ---------- --------
Total current
liabilities............ 188,132 -- 188,132 70 188,202
Long-term debt, net of current
maturities...................... 215,131 -- 215,131 (118,962)(5) 96,169
Members' equity (deficit)......... (157,570) 157,570(2) -- -- --
Stockholders' equity (deficit).... -- 84,000(1) (73,570) (7,769)(6) 28,579
(157,570)(2) 109,918(7)
--------- --------- -------- ---------- --------
Total liabilities and
equity................. $ 245,693 $ 84,000 $329,693 $ (16,743) $312,950
========= ========= ======== ========== ========
---------------
See "Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet" on the
following page.
20
25
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(1) Gives effect to the recording of deferred taxes in connection with the
reorganization and resulting change from a non-taxable to a taxable entity.
Prior to the reorganization, we will continue to be a non-taxable limited
liability company. As a limited liability company, all federal income tax
liabilities are the responsibility of individual investors. When the
reorganization occurs and the limited liability company structure is
converted to a C-corporation, all deferred tax assets and liabilities become
our responsibility. At December 30, 2000, approximately $84.0 million of net
deferred tax assets are the responsibility of the individual investors. The
reorganization would result in an $84.0 million increase in our total assets
along with a corresponding increase in net income and stockholders' equity.
(2) Reflects the exchange of members' equity for stockholders' equity in
connection with the reorganization.
(3) Sources and uses of cash from this offering and the refinancing are as
follows:
Net proceeds from this offering............................. $ 113,303,500
Borrowings under our amended and restated senior credit
facility.................................................. 30,375,000
Repayment of debt and related expenditures.................. (152,755,500)
Preferred unit dividends (at December 30, 2000)............. (3,386,000)
-------------
Net adjustment to cash................................. $ (12,463,000)
=============
(4) Reflects the write-off of $5.5 million of deferred financing costs
associated with the repayment of debt and the capitalization of new deferred
financing costs of $1.2 million related to the refinancing under our amended
and restated credit facility.
(5) Reflects the repayment of senior term and senior subordinated loans with the
proceeds of this offering and borrowings under the amended and restated
senior credit facility.
(6) Reflects the extraordinary loss of approximately $7.8 million ($12.7 million
less the associated income tax benefit of $4.9 million) resulting from the
write-off of deferred financing costs and debt discount, as well as
prepayment premiums relating to the repayment of long-term debt.
(7) To give effect to the receipt of the proceeds from this offering of $125.0
million, net of estimated fees and expense of $11.6 million, assuming the
sale of all of our common stock offered by this prospectus at an initial
public offering price of $17.00 per share (the midpoint of the range set
forth on the cover of this prospectus). Also gives effect to a $3.4 million
distribution on the preferred units of GEEG Holdings, L.L.C. in an aggregate
amount equal to the accrued and unpaid dividends on those units through
December 30, 2000.
21
26
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
The following table sets forth selected historical consolidated financial
data of GEEG Holdings, L.L.C. and its predecessor for periods and as of the
dates indicated. The financial data of GEEG Holdings, L.L.C.'s predecessor for
the fiscal years ended December 27, 1996 and December 26, 1997 has been derived
from unaudited consolidated financial statements of the predecessor, which are
not included in this prospectus. The financial data for GEEG Holdings, L.L.C.'s
predecessor for the period from December 27, 1997 through June 4, 1998 has been
derived from audited consolidated financial statements of the predecessor, which
are included elsewhere in this prospectus. The financial data for GEEG Holdings,
L.L.C. for the period from June 5, 1998 through December 26, 1998 and fiscal
year 1999 and fiscal year 2000 has been derived from audited consolidated
financial statements of GEEG Holdings, L.L.C., which are included elsewhere in
this prospectus. The financial data set forth in the following table should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the audited historical consolidated
financial statements and related notes.
PREDECESSOR
------------------------------------------
YEAR ENDED PERIOD FROM PERIOD FROM
--------------------------- DECEMBER 27, JUNE 5 TO
DECEMBER 27, DECEMBER 26, 1997 TO DECEMBER 26, FISCAL YEAR FISCAL YEAR
1996 1997 JUNE 4, 1998 1998 1999 2000
------------ ------------ ------------ ------------ ----------- ------------
(IN THOUSANDS, EXCEPT EARNINGS PER COMMON UNIT DATA)
RESULTS OF OPERATION DATA:
Revenues......................... $151,730 $142,714 $60,881 $98,363 $275,199 $416,591
Cost of sales.................... 131,482 118,674 48,529 80,283 226,051 345,688
-------- -------- ------- ------- -------- --------
Gross profit................... 20,248 24,040 12,352 18,080 49,148 70,903
Selling and administrative
expenses....................... 16,355 18,070 8,787 10,825 23,166 27,045
Recapitalization charge(1)....... -- -- -- -- -- 38,114
Amortization expense............. 1,824 1,783 787 727 1,100 1,250
-------- -------- ------- ------- -------- --------
Operating income............... 2,069 4,187 2,778 6,528 24,882 4,494
Interest expense, net............ 2,229 1,215 439 2,966 3,410 12,175
-------- -------- ------- ------- -------- --------
Income (loss) before income
taxes and extraordinary
item......................... (160) 2,972 2,339 3,562 21,472 (7,681)
Income tax provision (benefit)... (62) 1,159 996 176 1,087 (433)
-------- -------- ------- ------- -------- --------
Income (loss) before
extraordinary item............. (98) 1,813 1,343 3,386 20,385 (7,248)
-------- -------- ------- ------- -------- --------
Extraordinary loss from
extinguishment of debt....... -- -- -- -- -- (1,536)
-------- -------- ------- ------- -------- --------
Net income (loss)................ $ (98) $ 1,813 $ 1,343 $ 3,386 $ 20,385 $ (8,784)
======== ======== ======= ======= ======== ========
PER COMMON UNIT DATA(2):
Earnings (loss) before
extraordinary item per common
unit:
Basic.......................... $ 0.14 $ 0.89 $ (0.77)
======= ======== ========
Diluted........................ $ 0.11 $ 0.71 $ (0.77)
======= ======== ========
Weighted average common units
outstanding:
Basic.......................... 21,320 22,526 13,814
Diluted........................ 26,384 28,029 13,814
22
27
PREDECESSOR
------------------------------------------
YEAR ENDED PERIOD FROM PERIOD FROM
--------------------------- DECEMBER 27, JUNE 5 TO
DECEMBER 27, DECEMBER 26, 1997 TO DECEMBER 26, FISCAL YEAR FISCAL YEAR
1996 1997 JUNE 4, 1998 1998 1999 2000
------------ ------------ ------------ ------------ ----------- ------------
(IN THOUSANDS, EXCEPT EARNINGS PER COMMON UNIT DATA)
OTHER FINANCIAL DATA:
EBITDA, as adjusted(3)........... $ 8,379 $ 28,008 $ 46,919
Depreciation and amortization.... 1,851 3,126 4,311
Capital expenditures............. 1,065 2,375 2,187
Net cash provided by (used in):
Operating activities........... $ 7,514 $ 39,466 $ 24,789
Investing activities........... (1,065) 1,393 (19,840)
Financing activities........... (213) (39,469) 10,246
BALANCE SHEET DATA (AT END OF
PERIOD):
Property, plant and equipment,
net............................ $ 10,917 $ 9,831 $ 9,356 $14,864 $ 15,071 $ 19,433
Total assets..................... 126,777 129,965 136,486 109,316 131,493 245,693
Total debt....................... -- -- -- 44,401 27,421 219,094
---------------
(1) In fiscal year 2000, we incurred a non-recurring recapitalization charge
associated with the cancellation of options outstanding as of the closing
date of the August 2000 recapitalization.
(2) Income (loss) before extraordinary item per common unit is calculated by
dividing income before extraordinary item after adjusting for preferred
dividends by the weighted-average number of common units outstanding during
each period. Preferred dividends were $0.4 million, $0.4 million and $3.4
million in the period from June 5, 1998 through December 26, 1998, fiscal
year 1999 and fiscal year 2000, respectively.
(3) EBITDA, as adjusted, represents income (loss) before extraordinary item,
interest, taxes, depreciation, amortization and recapitalization charge.
EBITDA, as adjusted, is presented because we believe that it is frequently
used by security analysts in the evaluation of companies. EBITDA, as
adjusted, should not be considered as an alternative to cash flow from
operating activities, as a measure of liquidity, as an alternative to net
income, as an indicator or operating performance, or as an alternative to
any other measure of performance in accordance with generally accepted
accounting principles. Our EBITDA, before adjusting for the recapitalization
charge, was $8.8 million for fiscal year 2000.
23
28
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
We design, engineer and fabricate a comprehensive portfolio of heat
recovery and auxiliary power equipment and provide related services.
On May 13, 1998, GEEG Holdings, L.L.C. was formed as a Delaware limited
liability company by the management of Jason Incorporated's power generation
products division for the purpose of acquiring the division. In addition to the
equity units issued to its management members, including Larry Edwards, Michael
Hackner, Gene Schockemoehl, Gary Obermiller and James Wilson, all of whom are
currently our executive officers, GEEG Holdings, L.L.C. issued equity units to
Saw Mill Investments L.L.C. and SMC Power Holdings L.L.C., each an affiliate of
Saw Mill Capital, L.L.C., and several other financial investors. On June 5,
1998, GEEG Holdings, L.L.C. acquired Jason Incorporated's power generation
division, consisting of Braden Manufacturing L.L.C., Deltak L.L.C. and other
subsidiaries.
In July 2000, the owners of GEEG Holdings, L.L.C. sought purchasers for the
company, as a result of which, in August 2000, GEEG Acquisition Holdings Corp.
and GEEG Acquisition Holdings, L.L.C., investment entities controlled by Harvest
Partners, Inc., acquired control of GEEG Holdings, L.L.C. in a recapitalization
transaction. Pursuant to the operating agreement of GEEG Holdings, L.L.C., the
representatives of Harvest Partners, Inc. controlled a majority of the votes on
the board of directors.
In addition, under the terms of the recapitalization that were negotiated
between GEEG Holdings, L.L.C. and Harvest Partners, Inc.:
- GEEG Acquisition Holdings, L.L.C. and GEEG Acquisition Holdings Corp.
contributed $82.0 million in cash and received equity interests in GEEG
Holdings, L.L.C. representing an 81.5% voting interest, including equity
interests issued in connection with the senior subordinated loan;
- existing investors, including Saw Mill Investments L.L.C., SMC Power
Holdings L.L.C., Larry Edwards, Michael Hackner, Gene Schockemoehl, Gary
Obermiller and James Wilson, received approximately $233 million in cash
and escrow funds;
- members of management, including Larry Edwards, Michael Hackner, Gene
Schockemoehl, Gary Obermiller and James Wilson, and several financial
investors, including Saw Mill Investments L.L.C. and SMC Power Holdings
L.L.C., retained an 18.5% equity investment in GEEG Holdings, L.L.C.; and
- officers, directors and employees of GEEG Holdings, L.L.C., including
Larry Edwards, Michael Hackner, Gene Schockemoehl, Gary Obermiller and
James Wilson, received approximately $38.1 million in cash in
consideration for the cancellation of options.
GEEG Holdings, L.L.C. partially financed the recapitalization with $140.0
million of borrowings under a senior credit facility and a $67.5 million senior
subordinated loan.
In October 2000, GEEG Holdings, L.L.C. acquired CFI Holdings, Inc. and its
subsidiary, Consolidated Fabricators Inc., for $25.2 million. The purchase price
consisted of (1) $15.2 million in cash and escrow funds, (2) $5.5 million in
promissory notes, (3) $2.5 million in earn-out payments and (4) $2.0 million in
equity interests in GEEG Holdings, L.L.C.
THE REORGANIZATION TRANSACTION
Immediately prior to the completion of this offering, GEEG Holdings, L.L.C.
will complete a reorganization, referred to in this prospectus as the
reorganization transaction. The beneficial ownership of our common stock
immediately after completion of the reorganization transaction, but prior to the
closing of this offering, will be identical to the beneficial ownership of the
common and preferred units of GEEG
24
29
Holdings, L.L.C. immediately before the reorganization transaction. As part of
this reorganization, the following will occur:
- GEEG Holdings, L.L.C. will declare a distribution on its preferred units
in an aggregate amount equal to the accrued and unpaid dividend on those
units, subject to reduction for previous disparate tax distributions to
its members since August 1, 2000, to be paid from the proceeds of this
offering;
- GEEG Holdings, L.L.C. will declare a distribution to its members on
account of their remaining fiscal year 2001 tax liability to be paid out
of available cash after completion of this offering once the amount of
the tax liability is determined; and
- the holders of common and preferred units of GEEG Holdings, L.L.C. will
exchange their units for shares of our common stock.
The common units of GEEG Holdings, L.L.C. will be converted into 31,558,514
shares of our common stock. Each preferred unit of GEEG Holdings, L.L.C. will be
converted into the number of shares of our common stock equal to the liquidation
preference of the preferred unit divided by the initial public offering price of
a share of our common stock. Assuming an initial public offering price of $17.00
per share (the mid-point of the range set forth on the cover of this prospectus)
all of the preferred units would be convertible into 5,934,750 shares of our
common stock. Upon completion of the reorganization transaction, (1) GEEG
Holdings, L.L.C. will become our wholly-owned subsidiary and then will merge
into us and (2) GEEG Acquisition Holdings Corp. and GEEG Acquisition Holdings
L.L.C. intend to liquidate and distribute our common stock held by them to their
equity holders as a result of which, after this offering, and assuming no
exercise of the underwriters' overallotment option, the affiliates of Harvest
Partners, Inc. will control 30.6% of our common stock.
In connection with the reorganization and this offering, we intend to
refinance a portion of our outstanding indebtedness. We will use a portion of
the net proceeds from this offering to repay a portion of our outstanding senior
subordinated loan and a portion of our outstanding senior term loans. We intend
to refinance any remaining balances on our senior term loans using the proceeds
of a new loan under an amended and restated senior credit facility and
approximately $4.0 million of available cash. For additional information, see
"Use of Proceeds" and "-- Liquidity and Capital Resources" below. We expect that
this refinancing of our outstanding indebtedness will result in an approximate
$7 million after-tax extraordinary loss from the write-off of deferred financing
costs and debt discount, as well as prepayment premiums relating to the
prepayment of long-term debt. This amount will be charged to earnings in the
quarter in which the long-term debt is repaid.
RESULTS OF OPERATIONS
As a result of the transactions described above, our historical financial
statements prior to June 5, 1998 are those of Jason Incorporated's power
generation division, the predecessor of GEEG Holdings, L.L.C., and from June 5,
1998 are those of GEEG Holdings, L.L.C.
The table below represents the historical operating results of GEEG
Holdings, L.L.C. and its predecessor for the three-year period ended December
30, 2000. The combined fiscal year 1998 results noted below represent the
combination of the results of operations from (1) the power generation division
of Jason Incorporated from December 26, 1997 through June 4, 1998 and (2) GEEG
Holdings, L.L.C. from June 5, 1998 through December 26, 1998. The combined
fiscal year 1998 results set forth below may not be indicative of the results
that would have been realized had GEEG Holdings, L.L.C. owned Jason
Incorporated's power generation division from December 26, 1997. The combined
fiscal year 1998 results are not comparable to subsequent periods because the
basis of accounting for the period after June 5, 1998 is different from the
basis of accounting prior to June 5, 1998, as a result of purchase accounting
adjustments made upon the acquisition of the power generation division.
Nevertheless, although purchase accounting adjustments resulted in a different
basis of accounting at GEEG Holdings, L.L.C. prior to June 5, 1998, these
adjustments did not materially affect revenues or gross profit. We believe that
a discussion of the results of operations of fiscal year 1999 compared to fiscal
year 1998 using the combined fiscal year 1998 is more meaningful to potential
investors than a discussion using uncombined results for
25
30
fiscal year 1998. As a result, the discussion below with respect to fiscal year
1998 is based upon the combined results for fiscal year 1998.
PREDECESSOR
------------
DECEMBER 27, JUNE 5,
1997 1998
THROUGH THROUGH COMBINED
JUNE 4, DECEMBER 26, FISCAL YEAR FISCAL YEAR FISCAL YEAR
1998 1998 1998 1999 2000
------------ ------------ ----------- ----------- -----------
(IN THOUSANDS)
Revenues..................................... $60,881 $98,363 $159,244 $275,199 $416,591
Cost of sales................................ 48,529 80,283 128,812 226,051 345,688
------- ------- -------- -------- --------
Gross profit............................... 12,352 18,080 30,432 49,148 70,903
Selling and administrative expenses.......... 8,787 10,825 19,612 23,166 27,045
Recapitalization charge...................... -- -- -- -- 38,114
Amortization expense......................... 787 727 1,514 1,100 1,250
------- ------- -------- -------- --------
Operating income........................... 2,778 6,528 9,306 24,882 4,494
Interest expense, net........................ 439 2,966 3,405 3,410 12,175
------- ------- -------- -------- --------
Income (loss) before income taxes and
extraordinary item....................... 2,339 3,562 5,901 21,472 (7,681)
Income tax provision (benefit)............... 996 176 1,172 1,087 (433)
------- ------- -------- -------- --------
Income (loss) before extraordinary item.... $ 1,343 $ 3,386 $ 4,729 $ 20,385 $ (7,248)
======= ======= ======== ======== ========
The following information should be read in conjunction with our
consolidated financial statements and notes and those of our predecessor
included elsewhere in this prospectus. See notes to the audited historical
consolidated financial statements included elsewhere in this prospectus for the
income, assets and other information of our segments.
FISCAL YEAR 2000 COMPARED TO FISCAL YEAR 1999
Revenues
Revenues increased 51.4% to $416.6 million for fiscal year 2000 from $275.2
million for fiscal year 1999. This increase is primarily the result of larger
multiple unit orders for HRSGs and a significant increase in the volume of
auxiliary power equipment products sold. These increases in order size and
volume were caused by the higher demand experienced overall in the gas turbine
power generation equipment industry. Development of gas turbine power plants
continued to increase substantially in 2000 as the number and size of projects
grew.
The following table sets forth our segment revenues for fiscal year 1999
and fiscal year 2000 (dollars in thousands):
FISCAL YEAR 1999 FISCAL YEAR 2000 PERCENTAGE CHANGE
---------------- ---------------- -----------------
Heat recovery equipment segment:
HRSGs.............................. $134,036 219,649 63.9%
Specialty boilers.................. 51,538 38,995 (24.3)
-------- --------
Total segment.............. $185,574 $258,644 39.4%
======== ========
Auxiliary power equipment segment:
Exhaust systems.................... $ 54,722 $ 86,228 57.6%
Inlet systems...................... 22,550 52,004 130.6
Other.............................. 12,353 19,715 59.6
-------- --------
Total segment.............. $ 89,625 $157,947 76.2%
======== ========
The heat recovery equipment segment revenues increased 39.4% to $258.6
million for fiscal year 2000. Revenues for HRSGs increased 63.9% to $219.7
million. Although the volume of orders did not increase
26
31
significantly, the size of the orders increased to allow us to recognize
significantly higher revenues over the year. Revenues for specialty boilers
decreased by 24.3%, to $39.0 million. This decrease is due primarily to the fact
that fiscal year 1999 results included $28.0 million in revenues from one order
delivered during that year.
The auxiliary power equipment segment revenues increased 76.2% to $157.9
million for fiscal year 2000. Revenues for exhaust systems increased by 57.6% to
$86.2 million. This increase is due primarily to the increased volume of orders,
combined with our ability to handle increased orders through our use of
subcontractors to manufacture products. Revenues for inlet systems increased by
130.6%, to $52.0 million. This increase is due primarily to the increased volume
of orders, with a broader scope of equipment included in each order. Revenues
for other equipment increased by 59.6% to $19.7 million. This increase is due
primarily to our focus on the retrofit market, which has provided us with access
to a broader customer base.
The following table presents our revenues by geographic region:
FISCAL YEAR FISCAL YEAR
1999 2000
----------- -----------
United States............................................... $208.1 $380.4
Asia........................................................ 37.0 11.8
Europe...................................................... 17.6 11.6
Other....................................................... 12.5 12.8
------ ------
Total............................................. $275.2 $416.6
====== ======
Revenues in the United States comprised 91.3% of our revenues for fiscal year
2000 and 75.6% for fiscal year 1999. Revenues in the United States increased
82.8% to $380.4 million for fiscal year 2000, primarily as a result of
significant increases in the volume of products sold. This volume increase was
caused primarily by the increase in demand experienced overall in the U.S. gas
turbine power generation equipment industry. This increase in industry demand
reflected the rapid increase in demand for electricity and the lack of
sufficient power generation facilities in the United States. Revenues in Asia
decreased by 68.1% to $11.8 million for fiscal year 2000 as a result of that
region's economic instability and decline in power plant construction.
Gross Profit
Gross profit increased 44.3% to $70.9 million for fiscal year 2000 from
$49.1 million for fiscal year 1999 as a result of the increase in our revenues.
Gross profit as a percentage of revenues decreased slightly to 17.0% in fiscal
year 2000 from 17.9% in fiscal year 1999.
Selling and Administrative Expenses
Selling and administrative expenses increased 16.7% to $27.0 million for
fiscal year 2000 from $23.2 million for fiscal year 1999. Of this increase, $1.5
million resulted from the hiring of additional sales and administrative
personnel in connection with the growth of our business. A total of $1.0 million
of the increase resulted from outside sales representative commissions
associated with the increased revenue volume. Although our bad debt experience
historically has been low, the provision for bad debts increased by a total of
$0.8 million, due to uncertainty as to collectability of amounts due on several
projects. Changes in our provision for bad debts primarily are impacted by the
circumstances relating to specific projects, and not by the overall growth of
our business. As a result, whether any increase in the provision will be
required in future periods largely will depend on the status of particular
projects at the time. As a percentage of revenues, selling and administrative
expenses decreased to 6.5% for fiscal year 2000 from 8.4% for the comparable
prior period as a result of our revenues growing at a higher rate than the
expenses. With the significant growth in revenues being driven by larger project
size and not numbers of orders, we were able to reduce our selling and
administrative expenses as a percentage of revenues.
27
32
Operating Income
Operating income decreased to $4.5 million for fiscal year 2000 from $24.9
million in fiscal year 1999. This decrease was the result of the $38.1 million
non-recurring recapitalization charge relating to cash payments made to
officers, directors and employees for option cancellations in connection with
the August 2000 recapitalization discussed above. Excluding this charge,
operating income would have been $42.6 million, or an increase of 71.2%,
compared to fiscal year 1999. The increase in revenues, and associated gross
profit, together with the decrease in selling and administrative expenses as a
percent of revenues, contributed to this increase in operating income.
Interest Expense, Net
Net interest expense increased to $12.2 million for fiscal year 2000 from
$3.4 million for fiscal year 1999. This increase is due primarily to the
additional borrowings incurred in connection with the August 2000
recapitalization.
Income Taxes
GEEG Holdings, L.L.C. and most of its operating subsidiaries are limited
liability companies and have been treated as partnerships for income tax
purposes. As a result, no income tax provision was made with respect to these
entities for fiscal year 2000 or fiscal year 1999. However, because some of GEEG
Holdings, L.L.C.'s subsidiaries are corporations, our historical consolidated
financial statements reflect a small income tax provision.
As a result of the reorganization transaction, we will be subject to
corporate federal and state income taxes. At the time of the reorganization
transaction, we will record a deferred tax benefit and related deferred tax
asset of approximately $84 million which primarily represents the excess tax
basis over book basis related to the August 2000 recapitalization. For
informational purposes, our consolidated statements of income (loss) for fiscal
year 2000 include pro forma income on an after-tax basis assuming we had been
taxed as a corporation since January 1, 2000. We did not have any net operating
loss carryforwards at December 30, 2000.
FISCAL YEAR 1999 COMPARED TO FISCAL YEAR 1998
Revenues
Revenues increased 72.8% to $275.2 million for fiscal year 1999 from $159.2
million for fiscal year 1998. This increase is primarily the result of larger
multiple unit orders for heat recovery equipment products and a significant
increase in the volume of auxiliary power equipment products sold. Development
of gas turbine power plants continued to increase significantly in fiscal year
1999 as a result of developments in the deregulation of the power industry and a
renewed interest in the U.S. market, which began after 1997 when a number of
power plant projects in Asia were put on hold. The number of U.S. projects
increased and were larger.
28
33
The following table sets forth our segment revenues for fiscal year 1998
and fiscal year 1999 (dollars in thousands):
FISCAL YEAR 1998 FISCAL YEAR 1999 PERCENTAGE CHANGE
---------------- ---------------- -----------------
Heat recovery equipment segment:
HRSGs.............................. $ 72,254 $134,036 85.5%
Specialty boilers.................. 30,295 51,538 70.1
-------- --------
Total segment.............. $102,549 $185,574 81.0%
======== ========
Auxiliary power equipment segment:
Exhaust systems.................... $ 28,163 $ 54,722 94.3%
Inlet systems...................... 16,145 22,550 39.7
Other.............................. 12,387 12,353 (0.3)
-------- --------
Total segment.............. $ 56,695 $ 89,625 58.1%
======== ========
The heat recovery equipment segment revenues increased 81.0% to $185.6
million for fiscal year 1999. Revenues for HRSGs increased 85.5% to $134.0
million. Although the volume of orders did not increase significantly, the size
of the orders increased to allow us to recognize significantly higher revenues
over the year. Revenues for specialty boilers increased by 70.1% to $51.5
million. This increase is due primarily to the fact that fiscal year 1999
results included $28.0 million in revenues from one order delivered during that
year.
The auxiliary power equipment segment revenues increased 58.1% to $89.6
million for fiscal year 1999. Revenues for exhaust systems increased by 94.3% to
$54.7 million. This increase is due primarily to the increased volume of orders,
combined with our ability to handle increased orders through our use of
subcontractors to manufacture products. Revenues for inlet systems increased by
39.7%, to $22.6 million. This increase is due primarily to the increased volume
of orders, while pricing did not increase significantly. Revenues for other
equipment declined slightly.
The following table presents our revenues by geographic region:
FISCAL YEAR FISCAL YEAR
1998 1999
----------- -----------
United States............................................... $ 86.2 $208.1
Asia........................................................ 31.0 37.0
Europe...................................................... 10.8 17.6
Other....................................................... 31.2 12.5
------ ------
Total............................................. $159.2 $275.2
====== ======
Revenues within the United States comprised 75.6% of our revenues for fiscal
year 1999 and 54.1% of our revenues for fiscal year 1998. Revenues in the United
States increased 141.4% to $208.1 million for fiscal year 1999 due to
significant increases in the volume of products sold. This volume increase was
caused primarily by the increase in demand experienced in the U.S. gas turbine
power generation equipment industry referred to above. Revenues in Asia
increased 242.6% to $37.0 million in fiscal year 1999 as a result of the
delivery of a large order in that region.
Gross Profit
Gross profit increased 61.5% to $49.1 million for fiscal year 1999 from
$30.4 million for fiscal year 1998 as a result of our increase in revenues.
Gross profit as a percentage of revenues decreased slightly to 17.9% in fiscal
year 1999 from 19.1% in fiscal year 1998 because of a change in our product mix.
29
34
Selling and Administrative Expenses
Selling and administrative expenses increased 18.1% to $23.2 million for
fiscal year 1999 from $19.6 million for fiscal year 1998. Of this increase, $2.5
million resulted from the hiring of sales and administrative support staff and
other compensation costs incurred in response to the growth of our business. As
a percentage of revenues, selling and administrative expenses decreased to 8.4%
for fiscal year 1999 from 12.3% for the comparable prior period as a result of
our revenues growing at a higher rate than these expenses. Because the growth in
revenues was driven by larger project size as well as an increase in the number
of orders, we were able to reduce our selling and administrative expenses as a
percentage of revenues.
Operating Income
Operating income increased 167.4% to $24.9 million for fiscal year 1999
from $9.3 million in fiscal year 1998 for reasons discussed above. The increase
in revenues, and associated gross profit, combined with the decrease in selling
and administrative expenses as a percent of revenues, contributed to this
increase in operating income.
Interest Expense, Net
Net interest expense was $3.4 million for fiscal year 1999 and $3.4 million
for fiscal year 1998.
Income Taxes
Income taxes decreased 7.3% to $1.1 million for fiscal year 1999 from $1.2
million in fiscal year 1998, because of the different tax treatments of GEEG
Holdings, L.L.C. and the Jason Incorporated power generation division. GEEG
Holdings, L.L.C. and most of its operating subsidiaries are limited liability
companies and have been treated as partnerships for income tax purposes. As a
result, no income tax provision was made in respect to these entities for fiscal
year 1999. However, because some of GEEG Holdings, L.L.C.'s subsidiaries are
corporations, our historical consolidated financial statements reflect a small
income tax provision. Jason Incorporated was taxed as a C-corporation and
therefore the income tax provision for fiscal year 1998 reflects different tax
treatments for the predecessor company period and the post-acquisition period.
LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of cash are net cash flow from operations and
borrowings under our senior credit facility. Our primary uses of this cash are
principal and interest payments on indebtedness and capital expenditures.
To finance the August 2000 recapitalization, GEEG Holdings, L.L.C. obtained
$207.5 million as follows: (1) $30.0 million under our senior credit facility in
the form of a term A loan maturing in July 2006 which bears interest at LIBOR
plus 3.25% per annum, (2) $110.0 million under our senior credit facility in the
form of a term B loan maturing in July 2008 which bears interest at LIBOR plus
4.00% per annum and (3) $67.5 million in the form of a senior subordinated loan
maturing in August 2010 which bears interest at a rate of 13.5% per annum. In
October 2000, GEEG Holdings, L.L.C. borrowed an additional $15.0 million under
our senior credit facility in the form of a term C loan which matures July 2006
and bears interest at LIBOR plus 3.25% per annum. The loan was used to fund a
portion of the acquisition of CFI Holdings, Inc. The senior credit facility
includes a revolving loan facility of $55.0 million. Amounts borrowed under the
revolving credit facility are available from time to time for general corporate
and working capital purposes.
Our senior credit facility is secured by a lien on all our and our domestic
subsidiaries' property and assets, including, without limitation, a pledge of
all of the capital stock owned by us and our domestic subsidiaries, subject to a
limitation of 65% of the voting stock of any foreign subsidiary. At December 30,
2000, a total of $154.2 million was outstanding under the senior credit
facility.
30
35
Our senior subordinated loan agreement, among other things, restricts our
ability to incur additional indebtedness, sell assets other than in the ordinary
course of business, pay dividends, make investments and acquisitions and enter
into mergers, consolidations or similar transactions.
We intend to use a portion of the net proceeds of this offering to repay
$81.4 million of the outstanding loans under our existing senior credit
facility, plus accrued and unpaid interest, and to repay $22.5 million of our
senior subordinated loan, plus accrued and unpaid interest, and to pay related
prepayment premiums, fees and expenses. See "Use of Proceeds." We intend to
refinance any balances on our senior term loans remaining after the application
of the net proceeds of this offering using the proceeds of a new loan under an
amended and restated senior credit facility described below and approximately
$4.0 million in available cash.
We have received a commitment from Bankers Trust Company (an affiliate of
Deutsche Banc Alex. Brown Inc., one of the underwriters of this offering) to
amend and restate our existing senior credit facility at or prior to the closing
of this offering. Our amended and restated senior credit facility will consist
of a term loan facility of up to $60.0 million and a revolving loan facility of
up to $75.0 million. We anticipate that, at closing, we will borrow the full
amount available under the term loan. Amounts borrowed under the term loan
facility will amortize over four years and will mature on the fourth anniversary
of the closing of the amended and restated credit facility. The revolving credit
facility will mature on the fourth anniversary of the closing of the amended and
restated credit facility.
At our option, amounts borrowed under the amended and restated senior
credit facility will bear interest at either the eurodollar rate or an alternate
base rate, plus, in each case, an applicable margin. The applicable margin will
range from 1.0% to 2.25% in the case of a eurodollar based loan and from 0% to
1.25% in the case of a base rate loan, in each case, based on a leverage ratio.
We anticipate that our amended and restated senior credit facility will:
- be guaranteed by all of our domestic subsidiaries;
- secured by a lien on all our and our domestic subsidiaries' property and
assets, including, without limitation, a pledge of all of the capital
stock of our domestic subsidiaries and 65% of the capital stock owned by
us and our domestic subsidiaries, subject to a limitation of 65% of the
voting stock of any foreign subsidiary;
- require us to maintain minimum interest and fixed charge coverage ratios
and limit our maximum leverage; and
- among other things, restrict our ability to (1) incur additional
indebtedness, (2) sell assets other than in the ordinary course of
business, (3) pay dividends in excess of 25% of our cumulative net income
from January 1, 2001 through the most recent fiscal year, subject to
customary restrictions, (4) make capital expenditures in excess of $10
million with adjustments for carry-overs from previous years, (5) make
investments and acquisitions and (6) enter into mergers, consolidations
or similar transactions.
Under the anticipated provisions of our amended and restated senior credit
facility, the maximum amount of additional indebtedness that we would have been
able to incur as of December 30, 2000 would have been $ , the maximum
amount of dividends that we would have been able to declare as of December 30,
2000 would have been $ and the maximum amount of capital expenditures
that we would have been able to make as of December 30, 2000 would have been
$ .
In April 2001, we declared a distribution equal to $5.0 million to our
members on account of their first quarter fiscal year 2001 tax liability. In
addition, in connection with the reorganization transaction, we will declare (1)
a distribution on account of our members' remaining fiscal year 2001 tax
liability and (2) a distribution on our preferred units in an aggregate amount
equal to the accrued and unpaid dividends on those units. We will pay these
distributions after the closing of this offering. We will use a portion of the
net proceeds from this offering to pay the preferred distribution.
31
36
Net cash provided by operations decreased 37.2% to $24.8 million for fiscal
year 2000 from $39.5 million for fiscal year 1999. The decrease in net operating
cash flow resulted from the non-recurring $38.1 recapitalization charge relating
to option cancellation payments made in connection with the August 2000
recapitalization. This decrease was partially offset by a reduction in working
capital.
Net cash provided by investing activities was $1.4 million in fiscal year
1999 and net cash used for investing activities was $19.8 million in fiscal year
2000. Net cash used for investing activities in fiscal year 2000 was primarily
the result of the acquisition of CFI Holdings, Inc.
Net cash used for financing activities was $39.5 million in fiscal year
1999 and net cash provided by financing activities was $10.2 million in fiscal
year 2000. In fiscal year 1999, cash was used in financing activities to prepay
long-term debt, to make tax distributions to members of GEEG Holdings, L.L.C.
and to redeem preferred units. In fiscal year 2000, net cash provided by
financing activities was primarily in connection with the August 2000
recapitalization.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks. Market risk is the potential loss arising
from adverse changes in market prices and interest and foreign currency rates.
We do not enter into derivative or other financial instruments for speculative
purposes. Our market risk could arise from changes in interest rates and foreign
currency exchange.
Interest Rate Risk. We are subject to market risk exposure related to
changes in interest rates. Assuming our current level of borrowings, a 100 basis
point increase in interest rates under these borrowings would increase our
interest expense for fiscal year 2000 by approximately $1.5 million without
taking into effect our interest rate collar agreement. We manage our exposure to
interest rate fluctuations on our variable rate debt through the use of an
interest rate collar agreement with a notional amount of $77.1 million at
December 30, 2000. The fair value of the collar was not significant as of
December 30, 2000.
Foreign Currency Exchange Risk. Portions of our operations are located in
foreign jurisdictions including Europe and Mexico. Our financial results could
be affected by factors such as changes in foreign currency exchange rates or
weak economic conditions in foreign markets. In addition, sales of products and
services are affected by the value of the U.S. dollar relative to other
currencies. We manage our foreign currency exposure through the use of foreign
currency option contracts. Notional amounts outstanding under such contracts
totaled $3.6 million at December 30, 2000. The fair values of the option
contracts were not significant as of December 30, 2000.
Euro Currency Conversion. On January 1, 1999, several member countries of
the European Union established fixed conversion rates and adopted the euro as
their new legal currency. On that date, the euro began trading on currency
exchanges while legacy currencies remain legal tender in the participating
countries for a transition period between January 1, 1999 and January 1, 2002.
During the transition period, parties can elect to pay for goods and services
and transact business using either the euro or a legacy currency. Between
January 1, 2002 and July 1, 2002, the participating countries will introduce
euro hard currency and withdraw all legacy currencies.
Our foreign operating subsidiaries affected by the euro conversion are
evaluating the business issues raised, including the competitive impact of
cross-border price transparency. We do not anticipate any significant near-term
business ramifications. However, long-term implications such as the euro
currency conversions effect on accounting, treasury and computer systems are
under review.
RECENT ACCOUNTING PRONOUNCEMENTS
We adopted Statement of Financial Accounting Standard (SFAS) No. 133,
"Accounting for Derivative Instruments and Hedging Activities," effective
December 31, 2000. This standard establishes accounting and reporting standards
requiring that every derivative instrument be recorded on the balance sheet as
either an asset or a liability measured at fair value. SFAS 133 requires that
changes in a
32
37
derivative's fair value be recognized currently in earnings unless specific
hedge accounting criteria are met. Special accounting for qualifying hedges
allows a derivative's gains and losses to offset related results on the hedged
item in the income statement and requires that a company must formally document,
designate and assess the effectiveness of transactions that receive hedge
accounting treatment. The impact of adopting SFAS 133 was not material.
In December 1999, the SEC staff released Staff Accounting Bulletin (SAB)
101, "Revenue Recognition in Financial Statements." The adoption of this
statement in the fourth quarter of fiscal year 2000 did not have a material
impact on our financial position or results of operations.
33
38
BUSINESS
OVERVIEW
We are a global designer, engineer and fabricator of a comprehensive
portfolio of equipment for gas turbine power plants, with over 30 years of power
generation industry experience. We believe that we are a leader in our industry,
offer one of the broadest ranges of gas turbine power plant equipment in the
world and hold the number one or number two market position by sales in a
majority of our product lines. Our equipment is installed in power plants in
more than 30 countries on six continents and we believe that we have one of the
largest installed bases of gas turbine power plant equipment in the world. In
addition, we provide our customers with value-added services including
engineering, retrofit and upgrade, and maintenance and repair.
We sell our products to the gas turbine power generation market, the
fastest growing segment of the power generation industry. Our products are
critical to the efficient operation of gas turbine power plants and are highly
engineered to meet customer-specific requirements. Our products include:
- heat recovery steam generators;
- filter houses;
- inlet systems;
- gas and steam turbine enclosures;
- exhaust systems;
- diverter dampers; and
- specialty boilers and related products.
We market and sell our products globally under the Deltak, Braden and
Consolidated Fabricators brand names through our worldwide sales network.
We fabricate our equipment through a combination of in-house manufacturing
and extensive outsourcing relationships. Our network of exclusive
subcontractors, located throughout 30 countries, allows us to manufacture
equipment for power plant projects worldwide at competitive prices. Our
subcontractors also enable us to meet increasing demand without being restricted
by manufacturing capacity limitations, thus limiting capital expenditure
requirements.
We believe our design and engineering capabilities differentiate us from
our competitors. By providing high-quality products on a timely basis and
offering a broad range of equipment, we have forged long-standing relationships
with the leading power industry participants, including General Electric,
Mitsubishi Heavy Industries, Siemens-Westinghouse, Bechtel and Duke Power. Our
revenues have grown from $142.7 million in fiscal year 1997 to $416.6 million in
fiscal year 2000, representing a compound annual growth rate of 42.9%.
GROWTH STRATEGY
To maximize shareholder value and enhance our market position in the
growing power generation industry, we will continue to pursue the following
growth strategies:
- Expand our leading market position in the high-growth U.S. market. Our
design and engineering expertise positions us to bid on and execute
virtually any major gas turbine power plant project. According to the
Energy Information Administration, or EIA, over 1,300 new power
generation plants with approximately 390 gigawatts of electrical
generation capacity will be needed in the United States by 2020 to meet
demand. We believe that our reputation for quality products, low-cost
fabrication and on-time delivery of a broad line of equipment have made
us a critical supplier to our customers and end users, further
strengthening our position as a market leader.
- Leverage our presence in the emerging international power
markets. Through our international presence, we are positioned to
undertake power generation projects throughout the world. According to
the International Energy Agency, or IEA, approximately 90% of the $2.9
trillion in worldwide electrical generation capacity investment through
2020 will be expended outside of North America.
34
39
Our global presence and experience allows us to serve our multinational
customers' needs in a timely and efficient manner.
- Pursue strategic acquisitions. We intend to pursue selective
acquisitions which will increase our market share in existing product
lines, broaden our overall product offering and expand our geographic
reach. The power generation equipment industry is highly fragmented,
comprised largely of small companies or corporate divisions with
relatively limited product lines. The fragmented nature of the industry
provides us with numerous acquisition opportunities.
- Leverage our design and engineering capabilities to expand our product
lines. We intend to expand our product lines to capture a larger share
of our customers' equipment purchases. Through our design and engineering
capabilities and experience in gas turbine technology, we have developed
a number of complementary product lines, including inlet cooling systems,
pulse filters, air filter elements and diverter dampers. Throughout our
30-year history, we have also successfully introduced new end-use
applications for our underlying technologies, including products for the
process, marine, pulp and paper and pharmaceutical industries.
INDUSTRY OVERVIEW
Supply and Demand Trends
According to the EIA, U.S. demand for electricity generation has increased
substantially since 1990, while capacity has remained relatively flat.
Underbuilding of new power generation capacity due to deregulation uncertainty
and environmental concerns has caused reserve margins to fall. Based on North
American Electric Reliability Council, or NERC, data, reserve margins, the
difference between total capacity and peak electricity demand as a percentage of
total capacity, have fallen to historically low levels over the last decade.
U.S. reserve margins have fallen from 21.1% in 1992 to 7.1% in 1999, resulting
in electricity price increases. In some areas of the United States, such as
California, these margins have fallen even lower, causing numerous brownouts.
Internationally, although many developing countries are moving towards
industrialization and electrification, according to the IEA, approximately
one-third of the world's population is still without electricity. Significant
new worldwide generation capacity is necessary to keep pace with international
demand growth, which is expanding at more than twice the rate of U.S. demand.
Gas Turbine Technology
Gas turbine power plants are well-positioned to benefit from the need for
new or more efficient power generation infrastructure. The advantages of power
generation plants utilizing gas turbine technologies versus other technologies
include:
- lower construction costs;
- shorter construction period;
- improved operating efficiency;
- lower environmental impact;
- ability to expand plant capacity; and
- rapid start-up and shut-down time.
Due to these advantages, IEA projects that approximately 90% of new U.S.
generation capacity and approximately 51% of new generation capacity outside the
United States, net of retirements, through 2020 will utilize gas turbine
technology.
Gas turbine power plants can have either a simple-cycle or combined-cycle
configuration, both of which utilize a gas turbine and a generator to produce
electricity. A simple-cycle gas turbine plant incorporates many of the products
which we manufacture, including filter houses, inlet and exhaust
35
40
systems and turbine enclosures. A simple-cycle plant converts approximately 33%
of the fuel's energy content into electricity. A combined-cycle plant has the
same components as a simple-cycle plant, with the addition of a heat recovery
steam generator, or HRSG. In a combined-cycle plant, the hot exhaust from the
gas turbine is routed through the HRSG where steam is generated which is used to
power a steam turbine and produce more electricity. A combined-cycle power plant
converts up to 57% of the fuel's energy content into electricity. As a result of
this increased efficiency, the EIA projects that domestic combined-cycle plant
capacity will increase more than ten times over the next 20 years. As a leading
provider of equipment for simple- and combined-cycle power plants, we are
well-positioned to benefit from these trends and, as a result, to increase our
revenues and earnings.
PRODUCTS AND SERVICES
We conduct our business through two operating segments: our heat recovery
equipment segment and our auxiliary power equipment segment. We offer a broad
range of products that are integral parts of gas turbine power plants. We also
provide advanced engineering, retrofit and upgrade, maintenance and repair
services to the power generation industry. For information regarding our
revenues, profitability and total assets by segment, see note 11 to our
consolidated financial statements included elsewhere in this prospectus.
Heat Recovery Equipment
Our heat recovery equipment segment is a leader in the production of HRSGs
and specialty boilers. Our products in this segment are marketed under the
Deltak brand name.
- Heat Recovery Steam Generators. A HRSG is a boiler that creates steam in
a combined-cycle power plant using the hot exhaust emitted by a gas
turbine. This steam generates additional electricity by driving a steam
turbine in a combined-cycle power plant. Each HRSG is custom-designed and
engineered to meet the specifications of the customer, taking into
account the type of gas turbine and environmental locale. We design and
manufacture HRSGs for all size applications for both new combined cycle
and retrofitted simple-cycle power plants. We believe we are the overall
market leader with the largest installed base of gas turbine HRSGs in the
world.
- Specialty Boilers and Related Products. Specialty boilers are a highly
customized class of equipment that capture waste heat and convert it into
steam. We produce specialty boilers used in process heat recovery and
incineration systems, small power generation systems and marine
cogeneration systems. Our specialty boilers, which require creative
engineering solutions, are used in a wide range of markets, including oil
and gas, pulp and paper, chemicals, petrochemical, marine and food
industries. We have an installed base of more than 600 specialty boilers
in over 30 countries. In addition, we design and manufacture catalytic
recovery systems for gas turbine exhaust systems which reduce emissions.
Auxiliary Power Equipment
Our auxiliary power equipment segment includes a variety of products and
services critical to the operation of gas turbine power plants. These products
are marketed under the Braden and Consolidated Fabricators brand names.
- Filter Houses. A filter house cleans debris, dirt and other contaminants
from the air that enters the turbine, using either a barrier filter or a
pulse filter. Barrier filters use a series of filter elements contained
in a large filter house to remove airborne contaminants. Pulse filters
are self-cleaning filters that use a blast of air to expel dirt or ice
from the filter element. In addition, a filter house may include
evaporative coolers, chiller coils, fog cooling systems, anti-icing
systems and a broad range of other equipment that treats the air that is
pulled through the turbine.
36
41
- Inlet Systems. Inlet systems are large air intake ducts that connect the
filter house to the gas turbine and provide silencing for the noise
emanating from the gas turbine through the inlet. The major components of
an inlet system are inlet silencers, expansion joints and inlet ductwork.
- Gas and Steam Turbine Enclosures. Gas and steam turbine enclosures
protect the turbines from the environment. In addition, they provide
acoustical treatment to reduce the noise produced by gas and steam
turbines. Fire suppression systems are also an integral feature of most
enclosures.
- Exhaust Systems. Exhaust systems direct the hot exhaust from the turbine
to the atmosphere. The main components of an exhaust system are exhaust
ductwork, acoustic silencing equipment and the stack. Exhaust systems are
highly engineered and very complex due to the severe turbulence and heat
exposure that they must endure.
- Diverter Dampers. Diverter dampers divert the hot exhaust from the gas
turbine into a HRSG when the power plant is operated as a combined-cycle
facility or into the exhaust stack in the case of simple-cycle operation.
We also design and manufacture various other types of dampers.
BACKLOG
The time frame between receipt of an order and actual completion or
delivery of our products can stretch from a few weeks to a year or more. At the
time we receive a firm order from a customer, that order is added to our
backlog. Over the last five years, virtually all backlog has been subsequently
recognized as revenues.
AT FISCAL YEAR END,
--------------------------
1998 1999 2000
------ ------ ------
(IN MILLIONS)
Backlog.................................................. $206.0 $289.4 $464.6
We estimate that approximately $427 million, or 92%, of our backlog at December
30, 2000, will be recognized as a portion of our revenues in fiscal year 2001.
SALES AND MARKETING
We have an extensive sales network consisting of employees and independent
representatives worldwide. We have sales offices in Australia, China, Egypt, the
Netherlands, Singapore, South Korea and the United States. Our international
sales force allows us to assess local market conditions, utilize local contacts
and respond quickly to our customers' regional needs. We focus our sales and
marketing efforts on end users of our products, including the developers and
operators of gas turbine power plants, and on gas turbine original equipment
manufacturers who may order our products directly or specify the use of our
products.
CUSTOMERS
Customers for both our heat recovery equipment segment and our auxiliary
power equipment segment include original equipment manufacturers, engineering
and construction firms and operators of power generation facilities. The end
users of most of our products are developers and operators of gas turbine power
plants. Our top ten customers vary from year to year due to the relative size
and duration of our projects. In fiscal year 2000, General Electric accounted
for approximately 31% of our revenues and Mitsubishi Heavy Industries accounted
for approximately 22% of our revenues. For information with respect to our
geographic markets, see note 11 to our consolidated financial statements
included elsewhere in this prospectus.
ENGINEERING AND DESIGN CAPABILITIES
Our business is driven by design and engineering expertise, an area in
which we believe that we are an industry leader. Our products are
custom-designed and engineered to meet the precise specifications of our
37
42
customers, and may require a significant number of engineering hours to design.
As of December 30, 2000, we employed 136 degreed engineers specializing in
thermal, structural, electrical, mechanical, acoustical and chemical
engineering. Our engineers utilize an extensive PC-based network and engineering
programs such as AutoCad(TM), ANSYS(TM), StruCAD(TM) and several internally
developed proprietary programs. Our proprietary programs enable us to use design
elements from previous projects, thereby increasing our engineering efficiency
on subsequent projects.
MANUFACTURING AND OUTSOURCING
Our products are fabricated utilizing a combination of in-house
manufacturing and subcontractors. Our extensive use of outsourcing relationships
provides us the following benefits:
- flexibility to rapidly expand or contract manufacturing capacity without
increasing capital expenditures;
- ability to manufacture in low cost countries, thereby reducing the
overall cost of our products; and
- ability to satisfy local content requirements.
In fiscal year 2000, we estimate that subcontractors accounted for
approximately 70% of our manufacturing costs. Our subcontractors manufacture
products on a fixed-price basis for each project. Typically, our subcontractors
agree not to manufacture competing products. We provide on-site technical
advisors at our subcontracted facilities to ensure high levels of quality and
workmanship. We are constantly pursuing new international subcontractor
relationships to enhance our ability to manufacture equipment at the lowest cost
while maintaining high-quality standards and on-time delivery.
While a majority of our manufacturing is outsourced, we maintain
significant in-house capabilities. Our in-house manufacturing capability allows
us to internally develop production methods, train personnel, protect highly
sensitive designs and fabricate products whose complexity may preclude their
production by subcontractors.
RAW MATERIALS AND SUPPLIERS
The principal raw materials for our products are stainless steel sheet
products, carbon steel plate and structural shapes, insulation and finned
tubing. We obtain these products from a number of domestic and foreign
suppliers. The market for most of the raw materials we use is comprised of
numerous participants and we believe that we can obtain each of the raw
materials we required from more than one supplier.
COMPETITION
We compete with a large number of U.S. and international companies along
all of our major products lines. We believe that our major competitors generally
are small companies or corporate divisions that offer relatively limited product
lines and do not compete on a global basis. We compete based on the price,
quality, reliability and reputation of our products. We believe that no single
competitor offers our breadth of products to the gas turbine power generation
industry.
EMPLOYEES
As of December 30, 2000, we had 1,405 employees. Other than 156 of our
manufacturing employees located in Tulsa, Oklahoma and 155 of our production
employees at our three Mexico facilities, none of our employees are represented
by unions. We believe our employee relations are satisfactory.
INTELLECTUAL PROPERTY
We depend upon a combination of patents, trademarks and nondisclosure and
confidentiality agreements with our employees, customers and others and various
security measures to protect our proprietary rights. Designs and processes are
developed for specific projects and are charged directly to such projects. Due
to the unique nature of each project, we typically do not reuse our designs.
Also, our
38
43
customers are contractually obligated to treat these designs as confidential and
proprietary. For these reasons, we do not generally pursue patent protection.
However, we believe that intellectual property protection is less important than
our ability to continue to develop new design applications that meet the demands
of our customers. As a result, we do not believe that any single patent or
trademark is material to our business.
We typically enter into non-disclosure and confidentiality agreements with
our employees and subcontractors with access to sensitive design software and
technology. However, this protection does not preclude others from creating
programs which perform the same function. In addition, our agreements may be
breached and we may not have adequate remedies for any breach.
FACILITIES
Our executive offices currently occupy 5,300 square feet in Tulsa,
Oklahoma. The lease for this facility expires in May 2002. We have 13 other U.S.
facilities, as well as facilities in the Netherlands, Singapore and Mexico.
Information about our material facilities is described below:
Heat Recovery Equipment Segment
LEASED/OWNED
LOCATION SQUARE FEET (EXPIRATION DATE) PRINCIPAL USES
-------- ----------- ----------------- --------------
Plymouth, Minnesota 38,000 leased (12/31/03) manufacturing, engineering
92,000 leased (1/31/06) and administrative office
84,900 owned
Auxiliary Power Equipment Segment
LEASED/OWNED
LOCATION SQUARE FEET (EXPIRATION DATE) PRINCIPAL USES
-------- ----------- ----------------- --------------
Auburn, Massachusetts 69,000 owned manufacturing, engineering
and administrative office
Clinton, South Carolina 71,000 owned manufacturing and
engineering
Fort Smith, Arkansas 94,000 owned manufacturing
15,000 leased (2/13/03)
Heerlen, The Netherlands 10,000 leased (10/31/01) engineering
Monterrey, Mexico 100,000 owned manufacturing
San Antonio, Mexico 40,000 leased (2/1/06) manufacturing
Toluca, Mexico 60,000 leased (5/1/04) manufacturing
Tulsa, Oklahoma 164,000 leased (8/31/11) manufacturing, engineering
39,000 leased (10/31/02) and administrative office
Worcester, Massachusetts 26,000 leased (12/31/02) manufacturing
LEGAL PROCEEDINGS
We are subject to routine litigation arising out of the normal and ordinary
operation of our business. We believe that any litigation will not result in a
material adverse effect on our business, results of operations or financial
condition.
ENVIRONMENTAL MATTERS
Our operations are subject to laws and regulations governing the discharge
of materials into the environment or otherwise relating to the protection of the
environment or human health. These laws include U.S. federal statutes such as
the Resource Conservation and Recovery Act of 1976, the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, or CERCLA, the
39
44
Clean Water Act and the Clean Air Act, and the regulations implementing them, as
well as similar laws and regulations at the state and local levels and in other
countries in which we operate.
Failure to comply with environmental laws or regulations could subject us
to significant liabilities for fines, penalties or damages, or result in the
denial or loss of significant operating permits. In addition, some environmental
laws, including CERCLA, impose liability for the costs of investigating and
remediating releases of hazardous substances without regard to fault and on a
joint and several basis, so that in some circumstances we may be liable for
costs attributable to hazardous substances released into the environment by
others.
Our manufacturing facilities use and produce wastes containing various
substances classified as hazardous or otherwise regulated under environmental
laws and regulations, and are subject to ongoing compliance costs and capital
expenditure requirements. We believe we are in substantial compliance with
applicable environmental laws and regulations and that the costs of compliance
are not material to us. However, any newly-discovered environmental conditions
could result in unanticipated expenses or liabilities that would be material.
Moreover, the environmental laws and regulations to which we are subject are
constantly changing, and it is impossible to predict the effect of these changes
on us. We cannot give any assurances that our operations will comply with future
laws and regulations or that these laws and regulations will not significantly
adversely affect us.
40
45
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
At the completion of the offering made by this prospectus, our executive
officers and directors and their ages will be as set forth below. Following this
offering, Harvest Partners, Inc. will no longer control a majority of the votes
on our board of directors.
NAME AGE POSITION
---- --- --------
Larry Edwards........................ 51 President, Chief Executive Officer and Director
Gary Obermiller...................... 52 Senior Vice President and President, Deltak
Gene Schockemoehl.................... 51 Senior Vice President and President, Braden
Michael Hackner...................... 53 Chief Financial Officer, Vice President of Finance and
Treasurer
James Wilson......................... 41 Vice President of Administration and Secretary
Stephen Eisenstein................... 39 Chairman of the Board
Ira Kleinman......................... 44 Director
Bengt Sohlen......................... 68 Director
Edgar Hotard......................... 51 Director
Larry Edwards will be our president, chief executive officer and one of our
directors upon completion of the reorganization transaction. Since June 1998,
Mr. Edwards has served as a director of and chief executive officer of GEEG
Holdings, L.L.C and as president and chief executive officer of GEEG, Inc. From
February 1994 until June 1998, Mr. Edwards served as the president of Jason
Incorporated's power generation division, the predecessor of GEEG Holdings,
L.L.C. From 1976 until 1994, Mr. Edwards held the following positions with
Braden: systems analyst; manager of data processing; manager of management
services; manager of purchasing and traffic; manager of operations; vice
president of operations; general manager; and president of Braden. Mr. Edwards
earned a B.S. in Industrial Engineering and Management from Oklahoma State
University and an M.B.A. with honors from Oklahoma City University.
Gary Obermiller will be our senior vice president upon completion of the
reorganization transaction. Mr. Obermiller has served as president of Deltak
since June 1997 and as a director and vice president of GEEG Holdings, L.L.C.
since June 1998. Mr. Obermiller joined Deltak in 1990 as vice president of
engineering and in 1993 became executive vice president of operations. Mr.
Obermiller has over 29 years of management, engineering, operations, sales, and
marketing experience. He previously served as manager of market development and
manager of the adhesive business unit at Graco, Inc. and held various positions,
including manager of project management, sales manager and vice president of
engineering, at Econotherm Energy Systems Corporation. Mr. Obermiller earned a
B.S. in Mechanical Engineering from the University of Minnesota and an M.B.A.
from the University of St. Thomas. Mr. Obermiller is also a licensed mechanical
engineer and a member of both A.S.M.E. and A.I.A.A.
Gene Schockemoehl will be our senior vice president upon completion of the
reorganization transaction. Mr. Schockemoehl has served as president of Braden
since January 1994 and as a director and vice president of GEEG Holdings, L.L.C.
since June 1998. He began his employment at Braden in 1968, progressing through
the plant production area into management positions, and served as plant
superintendent and manager of manufacturing through 1985. In mid-1985, Mr.
Schockemoehl became operations manager and in 1990 became vice president of
operations. He served as vice president of sales from mid-1991 until January
1994. Mr. Schockemoehl has a manufacturing and general business educational
background, having attended both Tulsa Community College and Rogers State
College.
Michael Hackner will be our chief financial officer, vice president of
finance and treasurer upon the completion of the reorganization transaction.
Since June 1998, Mr. Hackner has served GEEG Holdings, L.L.C. in the same
capacities. Mr. Hackner joined Deltak in 1985 as controller and was promoted to
vice president of finance and administration, Deltak in 1989. Previously, Mr.
Hackner held various accounting
41
46
and finance positions at Proform, Inc., was manager of accounting and systems
development at Polaris/ EZ-GO, a division of Textron, Inc., and held various
positions in the audit and taxation department of Peat, Marwick, Mitchell and
Company. Mr. Hackner received a B.S. from the University of Minnesota and
attended the Minnesota Management Institute. Mr. Hackner has earned a C.P.A.
designation and been a member of the American Institute of Certified Public
Accountants since 1974.
James Wilson will be our secretary upon the completion of the
reorganization tranaction. Mr. Wilson has served GEEG Holdings, L.L.C. as
secretary since June 1998 and as vice president of administration since
September 2000. He joined Braden in 1986 as controller and became vice president
of finance, Braden in 1989. Between 1982 and 1986, Mr. Wilson was employed as a
senior auditor with Arthur Andersen LLP. Mr. Wilson has received the C.P.A.
designation and had been a member of the American Institute of Certified Public
Accountants since 1983. He earned a B.S. in Accounting from Oral Roberts
University.
Stephen Eisenstein will be chairman of our board upon the completion of the
reorganization transaction. He has served as chairman of the board of GEEG
Holdings, L.L.C. and a director of GEEG, Inc. since August 2000. Mr. Eisenstein
has been a general partner of Harvest Partners, Inc. since September 1999.
Before joining Harvest Partners, Inc. he was a founding partner at Paribas
Principal Partners, which was created in 1996. From 1990 to September 1996, Mr.
Eisenstein worked at Paribas in the Merchant Banking Group where he was a
managing director specializing in financing and investing in leveraged buyouts.
From 1988 until 1990, he worked at the Chase Manhattan Bank in the Media and
Telecom Corporate Finance Group, and at Paine Webber Inc. in the Equity Research
Department from 1984 to 1986. He earned a B.A. in Economics from Tufts
University and an M.B.A. from the Wharton School at the University of
Pennsylvania.
Ira Kleinman will be one of our directors upon completion of the
reorganization transaction. Mr. Kleinman has served as a director of GEEG
Holdings, L.L.C. since August 2000. Since 1992, Mr. Kleinman has served as a
general partner of Harvest Partners, Inc. Prior to joining Harvest Partners,
Inc., he held financial management positions at American International Group and
Bank of New York. Mr. Kleinman is a Certified Public Accountant and earned his
bachelors from the State University of New York at Binghamton and his M.B.A.
from St. John's University.
Bengt Sohlen will be one of our directors upon completion of the
reorganization transaction. Mr. Sohlen has served as a director of GEEG
Holdings, L.L.C. since December 2000. Since January 1997, Mr. Sohlen has served
as a member of Harvest Partners, Inc.'s advisory board, an informal committee
that advises Harvest Partners, Inc. on investment opportunities. In September
1997, Mr. Sohlen retired from ABB Inc., a subsidiary of ABB Ltd., which
manufactures equipment and provides services to the power transmission and
distribution, automation, and oil, gas and petro-chemical industries, for which
he served as vice president for strategy and corporate development since
November 1983. Mr. Sohlen served as a director of ABB Inc. between September
1976 and October 1983. Mr. Sohlen has an engineering background derived from
training in his native Sweden.
Edgar Hotard will be one of our directors upon completion of the
reorganization transaction. Mr. Hotard has been a private consultant since
January 1999. From July 1992 to January 1999, Mr. Hotard served as president and
chief operating officer of Praxair Inc., an industrial gases, electronics
materials, medical services and surface technology company. From January 1996 to
February 1997, he also served as chairman and chief executive officer of Chicago
Bridge & Iron Company NV, a global engineering and construction company. He has
served as a director of Edgen Corp. since August 1999 and Home Care Supply, Inc.
since July 2000, each of which is a private company managed by Harvest Partners,
Inc. In addition, since April 1999, Mr. Hotard has served as a director of
Global Industries, Ltd., a public company that provides marine construction and
support services. Mr. Hotard earned a B.S. in Mechanical Engineering form
Northwestern University and is a member of the board of directors of the
U.S.-China Business Council.
42
47
COMMITTEES OF THE BOARD
Our board of directors has the authority to perform management and
administration functions. Following this offering, we intend to establish an
audit committee, a compensation committee and an executive committee.
Upon completion of this offering, we will adopt an audit committee charter
and establish an audit committee comprised of three directors who satisfy the
New York Stock Exchange rules on the independence of audit committee members.
Initially, Mr. Sohlen will serve on our audit committee. The functions of the
audit committee will include reviewing the adequacy of our systems of internal
accounting controls; reviewing the results of the independent auditors' annual
audit, including any significant adjustments, management judgments and
estimates, new accounting policies and disagreements with management; reviewing
our audited financial statements and discussing them with management; reviewing
the audit reports submitted by the independent auditors; reviewing disclosure by
independent auditors concerning relationships with our company and the
performance of our independent auditors and annually recommending independent
auditors; adopting and annually assessing our audit charter; and preparing any
reports or statements as may be required by the New York Stock Exchange and the
securities laws.
Upon the completion of this offering, the compensation committee will
consist of at least two non-employee directors, as defined in Rule 16b-3 under
the Securities Act. Mr. Sohlen and a non-employee director to be appointed after
completion of this offering will serve on our compensation committee. The
compensation committee will review and make recommendations to the board
regarding our compensation policies and all forms of compensation to be provided
to our executive officers and directors. In addition, the compensation committee
will review bonus and stock compensation arrangements for all of our employees
and directors.
The executive committee will consist of Messrs. Eisenstein, Kleinman and
Edwards. The functions of the executive committee will include the oversight of
general corporate matters and approval of all major capital expenditures.
SENIOR MANAGEMENT EMPLOYMENT AGREEMENTS
GEEG Holdings, L.L.C. entered into employment agreements dated August 1,
2000 with each named executive which provide for annual base salaries of not
less than $275,000 for Mr. Edwards, $200,000 for Mr. Obermiller, $157,000 for
Mr. Schockemoehl, $120,778 for Mr. Hackner and $108,800 for Mr. Wilson. Each
agreement is for a term of two years ending August 1, 2002, automatically
renewable unless we give sixty days written notice, and contains customary
non-competition, non-solicitation of employees and confidentiality provisions.
DIRECTOR COMPENSATION
Except for a quarterly fee of $5,000 paid to Mr. Sohlen and for fees paid
to directors of GEEG Holdings, L.L.C. appointed pursuant to the management
agreements with Harvest Partners, Inc. and Saw Mill Capital L.L.C, described in
"Certain Transactions," we currently do not pay any compensation to directors
for serving in that capacity. We reimburse directors for out-of-pocket expenses
incurred in attending board meetings. Our board of directors has the discretion
to grant options to non-employee directors under our stock option plans.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
We currently do not have a compensation committee. The compensation
arrangements for each of our executive officers were established under the terms
of the respective employment agreements between us and each executive officer.
The terms of the employment agreements were established in arms-length
negotiations between us and each executive officer and approved by our board of
directors.
Mr. Sohlen and another non-employee director to be appointed after
completion of this offering will serve on the compensation committee. Mr. Sohlen
has never been an officer or employee of ours. Prior to
43
48
formation of the compensation committee, all decisions regarding executive
compensation will be made by the full board of directors. No interlocking
relationship will exist between the board of directors or the compensation
committee and the board of directors or compensation committee of any other
company, nor has any interlocking relationship existed in the past.
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid to the chief executive
officer of GEEG Holdings, L.L.C. and to each of the other four most highly
compensated executive officers of GEEG Holdings, L.L.C. for fiscal year 2000.
These named executive officers will continue to serve in comparable capacities
for us after completion of the reorganization transaction.
ANNUAL COMPENSATION LONG-TERM
------------------- OTHER ANNUAL COMPENSATION ALL OTHER
NAME AND PRINCIPAL POSITIONS SALARY BONUS(1) COMPENSATION (2) OPTIONS(3) COMPENSATION (4)
---------------------------- -------- -------- ---------------- ------------ ----------------
Larry Edwards..................... $275,000 $275,000 -- 377,151 $3,494,985
Chief Executive Officer
Gary Obermiller................... 200,000 160,000 -- 293,137 2,834,703
Vice President
Gene Schockemoehl................. 157,000 125,600 -- 279,606 2,548,542
Vice President
Michael Hackner................... 120,778 72,467 -- 152,405 1,301,636
Chief Financial Officer, Vice
President of Finance and
Treasurer
James Wilson...................... 110,317 66,190 -- 130,567 1,236,854
Vice President of Administration
and Secretary
---------------
(1) Represents payments made in 2001 on amounts accrued in 2000 under the
Management Incentive Compensation Plan.
(2) Excludes perquisites and other personal benefits unless the aggregate amount
of the compensation exceeds the lesser of either $50,000 or 10% of the total
of annual salary and bonus reported for the named executive officer.
(3) Represents options to purchase our common stock, giving effect to our
assumption of the 2000 Option Plan of GEEG Holdings, L.L.C. and the
conversion of options to purchase common units granted under the plan into
economically equivalent options to purchase shares of our common stock.
(4) Includes cash payments made by GEEG Holdings, L.L.C. in exchange for the
cancellation of options issued under its 1998 Option Plan in connection with
the August 1 recapitalization. Includes matching contributions of $6,800,
$5,250, $6,280, $3,623 and $4,413 to the accounts of Messrs. Edwards,
Obermiller, Schockemoehl, Hackner and Wilson, respectively, under our 401(k)
plan. Includes contributions of $15,300 to the account of Mr. Obermiller and
$10,870 to the account of Mr. Hackner under our Deltak Profit Sharing Plan.
Also includes the taxable portions of term life insurance premiums of $1,380
for Mr. Edwards, $690 for Mr. Obermiller, $729 for Mr. Schockemoehl, $529
for Mr. Hackner and $214 for Mr. Wilson.
44
49
OPTION GRANTS
The following table sets forth information regarding options to acquire
common units granted by GEEG Holdings, L.L.C. to the named executive officers
during fiscal year 2000. Any options outstanding at the time of the
reorganization transaction will be converted into economically equivalent
options to purchase our common stock. These options will fully vest upon
completion of this offering. Information regarding those assumed options is also
set forth below.
ASSUMED OPTIONS
AFTER
ACTUAL REORGANIZATION
INDIVIDUAL GRANTS TRANSACTION POTENTIAL REALIZABLE
----------------------------------------------- --------------------- VALUE AT ASSUMED
NUMBER OF % OF TOTAL NUMBER OF ANNUAL RATES OF
UNITS OPTIONS SHARES STOCK APPRECIATION
UNDERLYING GRANTED TO UNDERLYING FOR OPTION TERM(2)
OPTIONS EMPLOYEES EXERCISE EXPIRATION OPTIONS EXERCISE ---------------------
NAME GRANTED IN 2000 PRICE(1) DATE ASSUMED PRICE 5% 10%
---- ---------- ---------- -------- ---------- ---------- -------- --------- ---------
Larry Edwards.................. 13,412.2 12.9% $10.00 8/1/10 377,151 $0.36 $ 85,388 $216,389
Gary Obermiller................ 10,424.5 10.0 10.00 8/1/10 293,137 0.36 66,367 168,186
Gene Schockemoehl.............. 9,943.3 9.6 10.00 8/1/10 279,606 0.36 63,303 160,423
Michael Hackner................ 5,419.8 5.2 10.00 8/1/10 152,405 0.36 34,505 87,442
James Wilson................... 4,643.2 4.5 10.00 8/1/10 130,567 0.36 29,561 74,912
---------------
(1) The options were granted on the date of grant with a term of 10 years,
unless otherwise noted.
(2) In accordance with the rules of the SEC, we have included the gains or
"option spreads" that would exist for the respective options granted. These
gains are based on the assumed rates of annual compound stock price
appreciation of 5% and 10% from the date the option was granted over the
full option term. These assumed annual compound rates of stock price
appreciation are mandated by the rules of the SEC and do not represent our
estimate or projection of our future common stock prices.
OPTION EXERCISES IN THE LAST FISCAL YEAR AND FISCAL YEAR-END VALUES
The following table sets forth information concerning options issued under
GEEG Holdings, L.L.C.'s option plans to purchase common units exercised by the
named executive officers during fiscal year 2000 and the number and value of
unexercised options held by each of the named executive officers, on an actual
basis and on a pro forma basis to give effect to the reorganization transaction,
and the value of these unexercised options. Information is given for fiscal year
2000.
NUMBER OF UNITS PRO FORMA NUMBER OF
UNDERLYING UNEXERCISED SHARES UNDERLYING ASSUMED
SHARES OPTIONS AT UNEXERCISABLE OPTIONS AT
ACQUIRED DECEMBER 30, 2000 DECEMBER 30, 2000
ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------
Larry Edwards.......... -- -- -- 13,412.2 -- 377,151
Gary Obermiller........ -- -- -- 10,424.5 -- 293,137
Gene Schockemoehl...... -- -- -- 9,943.3 -- 279,606
Michael Hackner........ -- -- -- 5,419.8 -- 152,405
James Wilson........... -- -- -- 4,643.2 -- 130,567
VALUE OF UNEXERCISED
IN-THE-MONEY OPTIONS AT
DECEMBER 30, 2000(1)
---------------------------
NAME EXERCISABLE UNEXERCISABLE
---- ----------- -------------
Larry Edwards.......... -- $6,275,793
Gary Obermiller........ -- 4,877,800
Gene Schockemoehl...... -- 4,652,644
Michael Hackner........ -- 2,536,019
James Wilson........... -- 2,172,635
---------------
(1) There was no public market for the common stock on December 30, 2000. The
value of unexercised in-the-money options at December 30, 2000 has been
calculated assuming completion of the reorganization transaction and using
an initial public offering price of $17.00 per share (the midpoint of the
range set forth on the cover of this prospectus).
MANAGEMENT INCENTIVE COMPENSATION PLAN
Our 2000 Management Incentive Compensation Plan became effective on January
1, 2000 to reward our chief executive officer, vice presidents and other key
management with additional performance-based
45
50
compensation. The Management Incentive Compensation Plan effective for fiscal
year 2000 and prior years allowed an eligible participant to earn bonuses up to
stated percentages of base salary for the achievement of 100% of our targeted
performance as established at the time of our business plan. These bonuses were
paid in the first quarter of each calendar year following the accrual. For
fiscal year 2000, the percentages for the participants were (1) up to a maximum
of 100% for Mr. Edwards; (2) up to a maximum of 80% for Messrs. Obermiller and
Schockemoehl; and (3) up to a maximum of 60% for our vice presidents and other
participants.
We will adopt a 2001 Management Incentive Compensation Plan. The new plan
will allow eligible participants to earn bonuses up to stated percentages of
their base salary with maximum bonuses of (1) up to 150% for our president and
chief executive officer; (2) up to 110% for our senior vice presidents; and (3)
up to 90% for our vice presidents and other participants. The bonuses will be
paid in the first quarter of the following calendar year and will be based on
our specific achievement of enterprise valuation goals.
2000 OPTION PLAN
The board of directors of GEEG Holdings, L.L.C. approved its 2000 Option
Plan in August 2000. The 2000 Option Plan provided for the grant of options to
acquire class A or class B common units in GEEG Holdings, L.L.C. When we
complete the reorganization transaction, all options outstanding under the 2000
Option Plan prior to the reorganization will vest and become fully exercisable
and will be converted into options to purchase shares of our common stock with
the same economic value, and otherwise on the same terms. Similarly, we will
assume the 2000 Option Plan and common units available for option grants under
such plan will be replaced by shares of our common stock with the same economic
value as of the completion of the reorganization transaction. The following is a
summary description of the 2000 Option Plan as it will apply to us after the
reorganization transaction. You should read the text of the 2000 Option Plan,
which we have filed as an exhibit to the registration statement of which this
prospectus is a part, for a full statement of the terms and provisions of the
2000 Option Plan.
The board of directors administers the 2000 Option Plan and may grant
options under the plan to selected key executives or employees to purchase up to
an aggregate total of 3,440,257 shares of common stock, subject to adjustment if
particular capital changes affect the common stock, as described below. An
option permits, but does not require, the option holder to purchase up to a
particular number of shares of common stock, by exercising the option, at a
price fixed by the board of directors when the option is granted, during a
specified period of time following grant of the option if particular conditions
are satisfied. Those conditions may relate to one or more of the following: (1)
the passage of a specified period of time, (2) our achievement of particular
performance goals or (3) the fulfillment of other specified conditions. In the
event of a sale of the business, as defined in the 2000 Option Plan, the board
of directors may, in its discretion under the plan, notify plan participants
that any or all options outstanding under the plan will (1) become immediately
vested and, if not exercised, will terminate on the date of the sale of the
company or another date designated by the board of directors, or (2) become a
right to receive consideration that the board of directors deems equitable in
the circumstances based on the difference between the consideration to be
received in connection with such sale of the business and the exercise price of
the options. For purposes of the option plan, a sale of the company generally
means any transaction or series of transactions which results, directly or
indirectly, in (1) the sale of all or substantially all of the company's and its
subsidiaries' assets to persons other than Harvest Partners, Inc. or its
affiliates or (2) a sale or transfer of a majority of our outstanding voting
securities or the outstanding voting securities of GEEG Acquisition Holdings
Corp. to persons other than Harvest Partners, Inc. or its affiliates.
The exercise price of options may be paid by option holders in cash, using
shares of our common stock already owned by the option holder, through a
cashless exercise procedure approved by the board of directors or a combination
of these payment methods.
Option holders may not transfer their options under the option plan.
However, if an option holder becomes disabled or dies, that option holder's
options may be exercised by the legal representative of the
46
51
option holder or of his or her estate, or by the laws of descent and
distribution. An option holder may exercise his or her option under the 2000
Option Plan within 90 days after his or her employment with the company or any
of our subsidiaries terminates, or, if such termination of employment is due to
the option holder's death, the option may be exercised within 180 days after his
or her death. However, the option may only be exercised after the option
holder's employment terminates to the extent that it is vested on the date of
termination, and an option cannot be exercised after its stated expiration date.
In the event of particular changes in our capital structure, such as a
recapitalization, reorganization, consolidation, merger, asset sale, unit or
stock dividend or split or other change in our common stock, we may make certain
changes to the 2000 Option Plan or options granted under the plan. If the
particular change in our capital structure results in holders of common stock
becoming entitled to receive units, stock, securities or assets in respect of
their common stock, options under the 2000 Option Plan may only be exercised for
those units, shares of stock, securities or assets, including cash, that would
be issued or paid in respect of the number and class of shares of common stock
subject to the options prior to that change in our capital structure. The board
of directors may terminate options outstanding under the plan in the event of a
change in our capital structure described in the preceding sentence, subject to
payment to the holders of those options of the consideration that the board of
directors deems equitable in the circumstances. The board of directors may, as
it determines to be appropriate and equitable, adjust (1) the number and type of
units or shares or other consideration as to which options may be granted under
the 2000 Option Plan, (2) the number and type of units or shares covered by
outstanding options, (3) the exercise prices of outstanding options and (4)
other provisions of the 2000 Option Plan specifying a number of units or shares,
to prevent dilution or enlargement of rights under the 2000 Option Plan or
outstanding options in the event of particular changes in our capital structure
specified in the plan.
To date, options to purchase 2,921,359 shares of common stock have been
granted under the 2000 Option Plan and 518,898 shares of common stock remain
available for future option grants under the 2000 Option Plan. No options have
been exercised under the 2000 Option Plan. We have the right under the 200
Option Plan to repurchase common stock issued to an option holder upon any
exercise of his or her options under the plan if the option holder's employment
terminates, and, if the termination is due to the option holder's death or
disability, the option holder or his or her executor or administrator can
require us to repurchase his or her shares of common stock that are not
otherwise repurchased by us according to the terms of the plan. These repurchase
rights will terminate upon the closing of this offering. The 2000 Option Plan
restricts the transferability of shares of common stock purchased under the
option plan; however, the 2000 Option Plan permits the board of directors to
waive these restrictions and, in any event, permits option holders to transfer
their shares of common stock in public sales beginning two years after this
offering. If requested by Harvest Partners, Inc., participants in the 2000
Option Plan will be deemed to have agreed to vote any shares of common stock
purchased under their options in favor of any sale of the business, as defined
in the plan, and to sell those shares in connection with that sale of the
business.
The board of directors may amend or terminate the 2000 Option Plan, subject
to particular limitations specified in the plan. No options may be granted under
the 2000 Option Plan after August 1, 2010.
47
52
PRINCIPAL AND SELLING STOCKHOLDERS
The following table sets forth information with respect to the beneficial
ownership of our common stock on a pro forma basis to give effect to the
reorganization transaction both immediately before and immediately following
this offering by:
- each person that we know will own beneficially more than five percent, in
the aggregate, of the outstanding shares of our common stock;
- our directors and our named executive officers;
- all executive officers and directors as a group; and
- each selling stockholder.
The information in this table is based upon the beneficial ownership of
equity interests in GEEG Holdings, L.L.C. as of March 31, 2001, and gives effect
to the exchange of these interests for shares of our common stock in connection
with the reorganization transaction and the distribution of those shares,
assuming an initial public offering price of $17.00 (the mid-point of the range
set forth on the cover of this prospectus).
The selling stockholders have granted the underwriters an option to
purchase up to 1,102,500 shares of common stock to cover over-allotments, if
any. If the underwriters exercise this over-allotment option in full, the
selling stockholders will beneficially own shares ( %) of the
total number of shares of common stock outstanding after the offering. If the
underwriters do not exercise their over-allotment option, the selling
stockholders will not sell any shares in the offering.
We determined beneficial ownership in accordance with the rules of the SEC,
which generally require inclusion of shares over which a person has voting or
investment power. Share ownership in each case includes shares issuable upon
exercise of outstanding options that are exercisable within 60 days. Except as
otherwise indicated, the address for each of the named individuals is c/o Global
Power Equipment Group Inc., 6120 South Yale, Suite 1480, Tulsa, Oklahoma 74136.
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED OWNED
PRIOR TO THIS OFFERING AFTER THIS OFFERING(1)
---------------------- ---------------------- SHARES OFFERED
NAME OF BENEFICIAL OWNER NUMBER PERCENT NUMBER PERCENT IN OVER-ALLOTMENT
------------------------ ----------- -------- ----------- -------- -----------------
Harvest Associates III, L.L.C.(2)............. 13,733,072 36.6% 13,733,072 30.6%
280 Park Avenue, 33rd Floor
New York, New York 10017
Saw Mill Capital L.L.C.(3).................... 1,881,832 5.0 1,881,832 4.2
Pleasantville Road, South Building, Suite
220
Briarcliff Manor, New York 10510
Q.P.O.N. Beteiligungs GmbH.................... 1,921,294 5.1 1,921,294 4.3
Emil von Behring Strasse
D-60439 Frankfurt, Germany
PPM America Private Equity Fund, L.P.......... 5,012,070 13.4 5,012,070 11.2
225 West Wacker Drive
Suite 1200
Chicago, Illinois 60606
Credit Suisse First Boston Corporation(4)..... 2,709,232 7.2 2,709,232 6.0
Eleven Madison Avenue
New York, New York 10010
Deutsche Banc Alex. Brown Inc.(5)............. 1,363,818 3.6 1,363,818 3.0
130 Liberty Street
New York, New York 10006
National City Equity Partners, Inc. .......... 610,637 1.6 610,637 1.4
1965 East Sixth Street
Suite 1010
Cleveland, Ohio 44114
48
53
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED OWNED
PRIOR TO THIS OFFERING AFTER THIS OFFERING(1)
---------------------- ---------------------- SHARES OFFERED
NAME OF BENEFICIAL OWNER NUMBER PERCENT NUMBER PERCENT IN OVER-ALLOTMENT
------------------------ ----------- -------- ----------- -------- -----------------
Great Lakes Capital Investments II, LLC....... 107,760 * 107,760 *
1965 East Sixth Street
Suite 1010
Cleveland, Ohio 44114
Heller Financial.............................. 501,207 1.3 501,207 1.1
500 West Monroe Street
Chicago, Illinois 60661
BancBoston Capital Investments II, LLC........ 1,336,552 3.6 1,336,552 3.0
175 Federal Street
10th Floor
Boston, Massachusetts 02110
Liberty Mutual Insurance Company.............. 1,670,690 4.5 1,670,690 3.7
175 Berkley Street
Boston, Massachusetts 02117
Carlyle High Yield Partners, L.P.............. 81,764 * 81,764 *
520 Madison Avenue
41st Floor
New York, New York 10022
J.H. Whitney Market Value Fund, L.P........... 81,764 * 81,764 *
177 Broad Street
Stamford, Connecticut 06901
Highland Legacy Limited....................... 54,531 * 54,531 *
P.O. Box 309 GT
Ugland House, South Church Street
George Town, Grand Cayman
Larry Edwards(6).............................. 1,124,137 3.0 1,124,137 2.5
Stephen Eisenstein(7)......................... 13,733,072 36.6 13,733,072 30.6
Michael Hackner(8)............................ 454,259 1.2 454,259 1.0
Edgar Hotard.................................. -- -- -- --
Ira Kleinman(9)............................... 13,733,072 36.6 13,733,072 30.6
Gary Obermiller(10)........................... 873,732 2.3 873,732 1.9
Gene Schockemoehl(11)......................... 833,396 2.2 833,396 1.8
Bengt Sohlen.................................. 33,885 * 33,885 *
Howard Unger(12).............................. 1,881,832 5.0 1,881,832 4.2
James Wilson(13).............................. 389,163 1.0 389,163 *
All executive officers and directors as a
group (9 persons)(14)....................... 17,441,644 46.4 17,441,644 38.8
---------------
* Less than 1%.
(1) The numbers below assume no exercise by the underwriters of their
over-allotment option.
(2) Includes 12,085,103 shares of common stock owned by Harvest Partners III,
LP, and 1,647,969 shares of common stock owned by Harvest Partners III,
GbR, for each of which Harvest Associates III, L.L.C. is the general
partner. Harvest Associates III, L.L.C. has six members, each of whom has
equal voting rights in the company and who may be deemed to share
beneficial ownership of the shares of our common stock beneficially owned
by it. The six members are Stephen Eisenstein and Ira Kleinman, each of
whom is one of our directors, and Harvey Wertheim, Harvey Mallement,
William Kane and Thomas Arenz. Each of Messrs. Eisenstein, Kleinman,
Wertheim, Mallement, Kane and Arenz disclaims beneficial ownership of the
shares of common stock owned by Harvest Partners III, L.P. and Harvest
Partners III, GbR. Harvest Partners, Inc., which is controlled by Messrs.
Wertheim and Mallement, provides management services for Harvest Associates
III, L.L.C. in connection with Harvest Partners III, L.P. and Harvest
Partners III, GbR and may be deemed to share beneficial ownership of the
shares of common stock owned by Harvest Partners III, L.P. and
49
54
Harvest Partners III, GbR. Each of Messrs. Wertheim and Mallement disclaim
beneficial ownership of the shares of common stock which Harvest Partners,
Inc. may be deemed to share with Harvest Associates III, L.L.C. Each of
Messrs. Eisenstein and Kleinman is an employee of Harvest Partners, Inc. If
the over-allotment is exercised in full, Harvest Partners III, LP will sell
shares of common stock in this offering and will hold
shares of common stock, or %, after this offering, and Harvest
Partners III, GbR will sell shares of common stock in this
offering and will hold shares of common stock, or %, after
this offering.
(3) Includes 906,767 shares of common stock owned by SMC Power Holdings,
L.L.C., and 975,065 shares of common stock held by Saw Mill Investments,
L.L.C., both of which are affiliates of Saw Mill Capital L.L.C. Mr. Howard
Unger serves as managing member of Saw Mill Capital L.L.C. and disclaims
beneficial ownership of shares owned by SMC Power Holdings, L.L.C. and Saw
Mill Investments, L.L.C. If the over-allotment is exercised in full, SMC
Power Holdings, L.L.C. will sell shares of common stock in this
offering and will hold shares of common stock, or %, after
this offering, and Saw Mill Investments, L.L.C. will sell shares
of common stock in this offering and will hold shares of common
stock, or %, after this offering.
(4) Includes 1,392,023 shares of common stock owned by Donaldson, Lufkin &
Jenrette Securities Corporation, 418,175 shares of common stock owned by
DLJ Investment Partners II, L.P., 581,402 shares of common stock owned by
DLJ Capital Partners V, LLC, 39,529 shares of common stock owned by DLJ
Investment Funding II, Inc., 92,289 shares of common stock owned by DLJ ESC
II, L.P. and 185,815 shares of common stock owned by DLJ Investment
Partners, L.P. If the over-allotment is exercised in full, DLJ Investment
Partners, L.P. will sell shares of common stock in this offering
and will hold shares of common stock, or %, after the
offering, DLJ Investment Partners II, L.P. will sell shares of
common stock in this offering and will hold shares of common
stock, or %, after this offering, DLJ Capital Partners V, LLC will
sell shares of common stock in this offering and will hold
shares of common stock, or %, after this offing, DLJ
Investment Funding II, Inc. will sell shares of common stock in
this offering and will hold shares of common stock, or %,
after this offering, and DLJ ESC II, L.P. will sell shares of
common stock in this offering and will hold shares of common
stock, or %, after this offering.
(5) Includes 1,336,552 shares of common stock owned by BT Investment Partners,
Inc., and 27,266 shares of common stock held by Golden Tree Asset
Management, L.P., as Agent for Deutsche Banc Sharps Pixley Inc. If the
over-allotment is exercised in full, BT Investment Partners, Inc. will sell
shares of common stock in this offering and will hold
shares of common stock, or %, after this offering; and Golden Tree
Asset Management, L.P., as Agent for Deutsche Banc Sharps Pixley Inc., will
sell shares of common stock in this offering and will hold
shares of common stock, or %, after this offering.
(6) Includes options to purchase 377,151 shares of common stock.
(7) Includes 12,085,103 shares of common stock owned by Harvest Partners III,
LP, and 1,647,969 shares of common stock owned by Harvest Partners III,
GbR, for each of which Harvest Associates III, L.L.C. is the general
partner. Mr. Eisenstein is a member of Harvest Associates III, L.L.C. and
may be deemed to share beneficial ownership of the shares of our common
stock beneficially owned by it. Mr. Eisenstein disclaims beneficial
ownership of shares owned by Harvest Partners III, L.P. and Harvest
Partners III GbR.
(8) Includes options to purchase 152,405 shares of common stock.
(9) Includes 12,085,103 shares of common stock owned by Harvest Partners III,
LP, and 1,657,969 shares of common stock owned by Harvest Partners III,
GbR, for each of which Harvest Associates III, L.L.C. is the general
partner. Mr. Kleinman is a member of Harvest Associates III, L.L.C. and may
be deemed to share beneficial ownership of the shares of our common stock
beneficially owned by it. Mr. Kleinman disclaims beneficial ownership of
shares owned by Harvest Partners III, L.P. and Harvest Partners III GbR.
50
55
(10) Includes options to purchase 293,137 shares of common stock.
(11) Includes options to purchase 279,606 shares of common stock.
(12) Includes 906,767 shares of common stock owned by SMC Power Holdings,
L.L.C., and 975,065 shares of common stock held by Saw Mill Investments,
L.L.C., both of which are affiliates of Saw Mill Capital L.L.C. Mr. Unger
serves as managing member of Saw Mill Capital L.L.C. and disclaims
beneficial ownership of shares owned by SMC Power Holdings, L.L.C. and Saw
Mill Investments, L.L.C.
(13) Includes options to purchase 130,567 shares of common stock.
(14) Includes options to purchase 1,232,866 shares of common stock.
51
56
CERTAIN TRANSACTIONS
THE AUGUST 2000 RECAPITALIZATION
In connection with the August 2000 recapitalization, we paid existing
investors in GEEG Holdings, L.L.C. approximately $233 million for certain of
their equity interests and officers, directors and employees of GEEG Holdings,
L.L.C. approximately $38.1 million in consideration for cancellation of options.
For additional information regarding the August 2000 recapitalization, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Overview." A portion of the financing for the August 2000
recapitalization was provided by affiliates of Credit Suisse First Boston
Corporation and Deutsche Banc Alex. Brown Inc. See "Underwriting."
HARVEST MANAGEMENT AGREEMENT
In connection with the August 2000 recapitalization, Global Energy
Equipment Group, L.L.C., an indirect, wholly-owned subsidiary of GEEG Holdings,
L.L.C., entered into a management agreement with Harvest Partners, Inc. which
will be amended and assumed by us immediately prior to completion of this
offering. Under this agreement, in August 2000, Harvest Partners, Inc. received
from Global Energy Equipment Group, L.L.C. a one time fee of $5.0 million for
structuring and implementing the recapitalization and its equity investment.
This fee was fully disclosed to the equity holders of GEEG Holdings, L.L.C. and
we believe this fee is customary for transactions like the recapitalization. In
addition, Global Energy Equipment Group, L.L.C. paid Harvest Partners, Inc. fees
and reimbursed expenses aggregating $420,000 in 2000 and $400,000 in February
2001 for financial advisory and strategic planning services provided to Global
Energy Equipment Group, L.L.C. and its subsidiaries and affiliates. Under the
amended agreement, Harvest Partners, Inc. will provide us with financial
advisory and strategic planning services. For these ongoing services under the
amended management agreement, Harvest Partners, Inc. will receive an annual
management fee of $1.25 million, payable semi-annually in advance beginning on
August 1, 2001. In addition, under the amended agreement, Harvest Partners, Inc.
will receive a one-time payment of $500,000 in connection with the refinancing
of our senior credit facility. We will also reimburse Harvest Partners, Inc. for
all reasonable out-of-pocket expenses related to the services it provides.
Stephen Eisenstein, who is one of our directors and a director of GEEG Holdings,
L.L.C., has been a general partner of Harvest Partners, Inc. and a member of
Harvest Associates III, L.L.C., since 1999. Ira Kleinman, who is a director of
GEEG Holdings, L.L.C. and who will be a member of our board of directors at the
completion of this offering, has been a general partner of Harvest Partners,
Inc. and a member of Harvest Associates III, L.L.C. since 1992. For information
regarding the equity ownership of GEEG Holdings, L.L.C. by affiliates of Harvest
Partners, Inc., see "Principal and Selling Stockholders."
SAW MILL MANAGEMENT AGREEMENT
In connection with the August 2000 recapitalization, Global Energy
Equipment Group, L.L.C. (1) terminated an existing management agreement with Saw
Mill Capital L.L.C. and paid it $550,000 and (2) entered into a new management
agreement with Saw Mill Capital L.L.C. which will be terminated immediately
prior to the completion of this offering. Under this agreement, Global Energy
Equipment Group, L.L.C. paid Saw Mill Capital L.L.C. fees and reimbursed
expenses aggregating $233,864 in 2000 and $75,000 in February 2001. After
completion of this offering and the reorganization transaction, we will pay Saw
Mill Capital L.L.C. the sum of $278,711 for termination of the existing
management agreement. For information regarding Saw Mill Capital L.L.C.'s equity
ownership of GEEG Holdings, L.L.C., see "Principal and Selling Stockholders."
EQUITYHOLDERS AND REGISTRATION RIGHTS AGREEMENT
Upon the completion of the August 2000 recapitalization, GEEG Holdings,
L.L.C. and all of its direct and indirect equityholders, including Harvest
Partners, Inc., on behalf of the limited partnerships which are stockholders of
GEEG Acquisition Holdings Corp., and Saw Mill Capital L.L.C., entered into an
equityholders agreement. Under this agreement, GEEG Holdings, L.L.C. agrees to
use its reasonable
52
57
efforts to register an equityholder's common equity (1) at any time if requested
by Harvest Partners, Inc. or (2) at any time after 18 months from the date of
its initial public offering if requested by Saw Mill Capital L.L.C. or the
holders of 25% of the common equity issued in connection with the senior
subordinated loan. If GEEG Holdings, L.L.C. proposes to register a public
offering of any of its securities under the Securities Act, either for its own
account after this offering or for the account of other security holders
exercising registration rights at any time, the parties to the equityholders
agreement are entitled to notice of the registration and are entitled to include
securities in the registration. After completion of this offering and the
reorganization transaction, the equityholders agreement will terminate and we
will enter into a registration rights agreement with the former members of GEEG
Holdings, L.L.C. containing substantially the same registration rights as
described above.
53
58
DESCRIPTION OF CAPITAL STOCK
The following is a summary of the material provisions of our certificate of
incorporation as it will be amended and restated immediately prior to the
closing of the offering made by this prospectus. A copy of our certificate of
incorporation and the form of the amended and restated certificate of
incorporation to be filed prior to the closing of the offering being made by
this prospectus are filed as exhibits to the registration statement of which
this prospectus is a part. Our capital stock will consist of (1) 100,000,000
authorized shares of common stock, $0.01 par value per share, of which
37,493,264 will be outstanding based on the number of preferred and common units
of GEEG Holdings, L.L.C. outstanding immediately prior to the completion of this
offering and (2) 5,000,000 authorized shares of preferred stock, $0.01 par value
per share, of which no shares will be outstanding.
COMMON STOCK
The holders of our common stock will be entitled to one vote for each share
held on all matters voted upon by stockholders, including the election of
directors and any proposed amendment to the certificate of incorporation. The
holders of our common stock will not have cumulative voting rights and therefore
holders of a majority of the shares voting for the election of directors will be
able to elect all of the directors. In this event, the holders of the remaining
shares will not be able to elect any directors. The holders of our common stock
will be entitled to any dividends as may be declared at the discretion of our
board of directors out of funds legally available for that purpose. The holders
of our common stock will be entitled to share ratably in our net assets upon
liquidation after payment or provision for all liabilities and the preferential
amounts owing with respect to any outstanding preferred stock. All shares of
common stock will be fully paid and non-assessable.
PREFERRED STOCK
Our board of directors has the authority to issue preferred stock in one or
more series and to fix the rights, preferences, privileges and restrictions
granted to or imposed upon any wholly unissued shares of undesignated preferred
stock and to fix the number of shares constituting any series and the
designations of that series, without any further vote or action by the
stockholders. Our board of directors, without stockholder approval, can issue
preferred stock with voting and conversion rights which could adversely affect
the voting power of the holders of common stock. The issuance of preferred stock
may have the effect of delaying, deferring or preventing a change in control of
our company, or could delay or prevent a transaction that might otherwise give
our stockholders an opportunity to realize a premium over the then prevailing
market price of our common stock.
PROVISIONS IN CERTIFICATE OF INCORPORATION AND BY-LAWS
Anti-Takeover Effects of Provisions of the Certificate of Incorporation,
Bylaws and Delaware Law
Certificate of Incorporation and Bylaws
We have provisions in our certificate of incorporation and bylaws that:
- provide that all directors will be part of a classified board of
directors that results in only approximately one-third of our directors
within the classified board being elected at each annual meeting of
stockholders;
- require approval of at least 35% of our stockholders in order to call a
special meeting of stockholders or bring matters before a special meeting
of stockholders;
- eliminate the ability of our stockholders to act by written consent;
- require stockholders to give us advance notice of their intent to
nominate directors or bring matters before an annual meeting of
stockholders; and
- permit the board of directors to create one or more series of preferred
stock and to issue the shares thereof.
54
59
These provisions could adversely affect the rights of the holders of common
stock by delaying, deferring or preventing a change in control or the removal of
the incumbent board of directors. These provisions are intended to enhance the
likelihood of continuity and stability in the composition of the board of
directors and in the policies formulated by the board of directors and to
discourage any types of transactions that may involve an actual or threatened
change of control. These provisions are designed to reduce our vulnerability to
an unsolicited acquisition proposal and to discourage tactics that may be used
in proxy fights. However, these provisions could have the effect of discouraging
others from making tender offers for our shares and, as a consequence, they also
may inhibit fluctuations in the market price of our shares that could result
from actual or rumored takeover attempts. These provisions also may have the
effect of preventing changes in our management.
Delaware Anti-Takeover Statute
Currently, our certificate of incorporation provides that we have opted out
of Section 203 of the Delaware General Corporation Law. Upon the filing of our
amended and restated certificate of incorporation, we will become subject to
Section 203; however, under Section 203(b)(7), because each of Harvest Partners
III, L.P. and Harvest Partners III, GbR was an "interested stockholder" prior to
this amendment, neither will be subject to the restrictions of Section 203.
Section 203, subject to specific exceptions, prohibits a publicly held Delaware
corporation from engaging in any "business combination" with any "interested
stockholder" for a period of three years following the date that the stockholder
became an interested stockholder, unless:
- prior to that date, the board of directors approved either the business
combination or the transaction that resulted in the stockholder becoming
an interested stockholder;
- upon consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at
least 85% of the voting stock of the corporation outstanding at the time
the transaction commenced, excluding for purposes of determining the
number of shares outstanding those shares owned by directors, officers
and specific employee stock plans; or
- on or after that date, the business combination is approved by the board
of directors and authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative vote of at
least 66 2/3% of the outstanding voting stock that is not owned by the
interested stockholder.
Section 203 defines "business combination" to include:
- any merger or consolidation involving the corporation and the interested
stockholder;
- any sale, transfer, pledge or other disposition of 10% or more of our
assets involving the interested stockholder;
- subject to limited exceptions, any transaction that results in the
issuance or transfer by us of any of our stock to the interested
stockholder;
- any transaction involving us that has the effect of increasing the
proportionate share of the stock of any class or series beneficially
owned by the interested stockholder; and
- the receipt by the "interested stockholder" of the benefit of any loans,
advances, guarantees, pledges or other financial benefits provided by or
through the corporation.
In general, Section 203 defines an interested stockholder as an entity or
person beneficially owning 15% or more of our outstanding voting stock and any
entity or person affiliated with or controlling or controlled by that entity or
person.
LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS
Our certificate of incorporation limits the liability of our directors and
officers to the fullest extent permitted by the Delaware General Corporation
Law.
55
60
LISTING
We have applied to have our common stock listed on the New York Stock
Exchange under the trading symbol "GEG."
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is EquiServe Trust
Company, N.A.
56
61
SHARES ELIGIBLE FOR FUTURE SALE
Before this offering, there has been no public market for our common stock.
The sale or availability for sale of substantial amounts of common stock in the
public market after this offering, or the perception that these types of sales
could occur, could adversely affect market prices prevailing from time to time.
Sales of substantial amounts of common stock in the public market after this
offering could also adversely affect our ability to raise equity capital in the
future.
After this offering, we will have 44,843,264 shares of common stock
outstanding assuming no exercise of outstanding options. Of these shares,
7,350,000 shares of common stock (8,452,500 shares if the overallotment option
is exercised in full) sold in this offering will be freely tradable without
restriction under the Securities Act, unless purchased by our "affiliates" as
that term is defined in Rule 144 promulgated under the Securities Act.
Shares held by our affiliates and the remaining shares of common stock held
by existing stockholders are "restricted securities" under Rule 144 of the
Securities Act of 1933, as amended. Generally, restricted securities that have
been owned for two years may be sold immediately after the completion of this
offering and restricted securities that have been owned for at least one year
may be sold 90 days after completion of this offering subject to compliance with
the volume and other limitations of Rule 144, which are summarized below.
The following table illustrates the shares eligible for sale in the public
market (assuming no exercise of the overallotment option), subject to the
lock-up agreements described below and in "Underwriting."
NUMBER OF SHARES DATE
---------------- ----
7,350,000 Upon the date of this prospectus subject, in some cases, to
volume and manner of sale limitations under Rule 144.
37,493,264 At various times after the later of 180 days after the date
of this prospectus or expiration of applicable one year
holding periods, subject to volume and manner of sale
limitations under Rule 144.
RULE 144
In general, under Rule 144 as currently in effect, beginning 90 days after
this offering, a person who has beneficially owned "restricted securities" for
at least one year is entitled to sell within any three-month period a number of
shares that does not exceed the greater of 1% of our then-outstanding shares of
common stock or the average weekly trading volume of our common stock on the New
York Stock Exchange during the four calendar weeks preceding the filing of a
notice of the sale on Form 144. Sales under Rule 144 are also subject to manner
of sale provisions, notice requirements and the availability of current public
information about us. A person who is not deemed to have been one of our
affiliates at any time during the three months preceding a sale, and who has
beneficially owned "restricted securities" for at least two years would be
entitled to sell the shares under Rule 144(k) without regard to the volume
limitations, manner of sale provisions, public information requirements or
notice requirements. Therefore, unless otherwise restricted, shares eligible for
sale under Rule 144(k) may be sold immediately upon completion of this offering.
RULE 701
Our employees, directors, officers, consultants or advisers who purchased
common stock from us under written compensatory benefit plans or written
contracts relating to the compensation of these persons prior to the date we
became subject to the reporting requirements of the Securities Exchange Act of
1934, as amended, may rely on Rule 701 with respect to the resale of that stock.
Rule 701 will also apply to stock options we granted before we became subject to
the reporting requirements of the Exchange Act, along with the shares acquired
upon exercise of the options, including exercises after the date of this
prospectus. Shares of common stock we issued in reliance on Rule 701 are
restricted securities and,
57
62
subject to the contractual restrictions described above, persons other than
affiliates may sell those shares, subject only to the manner of sale provisions
of Rule 144. Persons who are affiliates under Rule 144 may sell those shares
without compliance with its minimum holding period requirements. All holders of
Rule 701 shares must wait until 90 days after the date of this prospectus before
selling their shares.
REGISTRATION RIGHTS
The holders of the shares of common stock outstanding before the closing of
this offering will be entitled to registration rights under a registration
rights agreement that we will enter into as part of the reorganization
transaction. These rights, which will relate to approximately 37.5 million
shares of common stock, assuming no exercise of the overallotment option, will
require us to use our reasonable efforts to register a holder's common stock (1)
at any time if requested by Harvest Partners, Inc. or (2) at any time after 18
months from the date of this offering if requested by Saw Mill Capital L.L.C. or
the holders of 25% of the common stock issued to holders of our senior
subordinated debt. If we propose to register a public offering of any of our
securities under the Securities Act, either for our own account after this
offering or for the account of other security holders exercising registration
rights at any time, the parties to the registration rights agreement will be
entitled to notice of such registration and will be entitled to include shares
of such common stock in the registration. The number of shares sold in the
public market could increase if these rights are exercised.
STOCK OPTIONS
Following the completion of this offering, we intend to file a registration
statement on Form S-8 under the Securities Act covering shares of common stock
issued or reserved for issuance under our stock option plan. The registration
statement will become effective automatically upon filing. As of March 31, 2001,
options to purchase 2,921,359 shares of common stock were issued and
outstanding, all of which options will fully vest upon completion of this
offering. Accordingly, shares registered under the registration statement will,
subject to vesting provisions, the waiver of transfer restrictions in the option
plan and Rule 144 volume limitations applicable to our affiliates, be available
for sale in the open market immediately after the 180-day lock-up agreements
expire.
LOCK-UP AGREEMENTS
Our company, all of our officers and directors and holders of substantially
all of our equity interests, including each selling stockholder, have entered
into contractual "lock-up" agreements providing that they will not offer, sell,
contract to sell, pledge or otherwise dispose of, directly or indirectly, any
shares of common stock or securities convertible into or exchangeable or
exercisable for any shares of our common stock, enter into a transaction that
would have the same effect, or enter into any swap, hedge or other arrangement
that transfers, in whole or in part, any of the economic consequences of
ownership of our common stock whether any of these transactions are to be
settled by delivery of our common stock or other securities, in cash or
otherwise, or publicly disclose the intention to make any offer, sale, pledge or
disposition, or to enter into any transaction, swap, hedge or other arrangement,
subject to certain exceptions, without, in each case, the prior written consent
of Credit Suisse First Boston Corporation and Salomon Smith Barney Inc. for a
period of 180 days after the date of this prospectus. As a result of these
restrictions, notwithstanding possible earlier eligibility for sale under the
provisions of Rule 144, shares subject to lock-up agreements will not be salable
until the agreements expire.
58
63
CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS
FOR NON-UNITED STATES HOLDERS OF COMMON STOCK
The following is a general discussion of material U.S. federal tax
consequences relating to the ownership and disposition of common stock by a
Non-U.S. Holder. A "Non-U.S. Holder" is a foreign corporation, a nonresident
alien individual, a foreign partnership, any foreign estate or trust, or a
foreign branch of a U.S. person that furnishes an intermediary withholding
certificate identifying it as an intermediary of a foreign person or payee, as
these terms are defined in the Internal Revenue Code of 1986, as amended. The
following discussion is based on (1) the Internal Revenue Code, (2) the U.S.
Treasury Regulations issued under the Internal Revenue Code and (3)
administrative and judicial interpretations of the Internal Revenue Code and
Treasury Regulations, each as in effect and available on the date of this
prospectus. The Internal Revenue Code, Treasury Regulations, and
interpretations, however, may change at any time, and any change could be
retroactive to the date of this prospectus.
We do not address all of the tax consequences that may be relevant to a
holder of common stock. Except as specifically noted, this description addresses
only U.S. federal tax considerations to Non-U.S. Holders that are initial
purchasers of common stock and that will hold common stock as capital assets, as
defined in the Internal Revenue Code. We do not address any tax consequences to:
- holders of common stock that may be subject to special tax treatment such
as financial institutions, real estate investment trusts, tax-exempt
organizations, regulated investment companies, insurance companies, and
brokers and dealers or traders in securities or currencies;
- persons who acquired common stock through an exercise of employee stock
options or rights or otherwise as compensation;
- persons whose functional currency is not the U.S. dollar; and
- persons that hold or will hold common stock as part of a position in a
straddle or as part of a hedging or conversion transaction.
Further, we do not address any state, local or foreign tax consequences
relating to the ownership and disposition of common stock.
If a partnership holds common stock, the tax treatment of a partner will
generally depend upon the status of the partner and upon the activities of the
partnership. Partners in a partnership holding common stock should consult with
their own tax advisors.
PROSPECTIVE INVESTORS ARE ADVISED TO CONSULT WITH THEIR OWN TAX ADVISORS
REGARDING THE U.S. FEDERAL TAX CONSEQUENCES RELATING TO THE OWNERSHIP AND
DISPOSITION OF THE COMMON STOCK AS WELL AS THE EFFECT OF ANY STATE, LOCAL OR
FOREIGN TAX LAWS.
DISTRIBUTIONS
Generally, dividends paid to a Non-U.S. Holder will be subject to
withholding tax at a 30% rate or whatever lower rate as may be specified by an
applicable tax treaty. A Non-U.S. Holder must file the appropriate forms to
obtain the benefit of an applicable tax treaty. In general, a Non-U.S. Holder
that is eligible for a reduced rate of United States withholding tax under an
income tax treaty may obtain a refund of any excess amounts withheld by filing
appropriate claim for a refund with the United States Internal Revenue Service.
Except as may be otherwise provided in an applicable tax treaty, a Non-U.S.
Holder will be taxed at ordinary federal income tax rates, on a net income
basis, on dividends that are effectively connected with the conduct of a trade
or business of that Non-U.S. Holder within the United States and these dividends
will not be subject to the withholding tax described above. If the Non-U.S.
Holder is a foreign corporation, it may also be subject to a branch profits tax
at a 30 percent rate unless it qualifies for a lower rate under an applicable
tax treaty. Non-U.S. Holders are required to file prescribed forms with the
59
64
withholding agent in order to establish exemption from withholding based on
income being effectively connected with a U.S. trade or business.
SALE OR EXCHANGE OF COMMON SHARES
Generally, a Non-U.S. Holder will not be subject to U.S. federal income tax
on any gain realized on the sale or exchange of our common stock unless:
- the gain is effectively connected with a trade or business conducted by
the Non-U.S. Holder within the United States, in which case, the branch
profits tax described above under "Distributions" may also apply if the
holder is a foreign corporation;
- the Non-U.S. Holder is an individual who is present in the United States
for 183 days or more in the taxable year of the sale or exchange and
meets other necessary conditions;
- the Non-U.S. Holder is subject to tax under the provisions of the U.S.
federal tax law applicable to some U.S. expatriates; or
- we are or have been during some periods a "U.S. real property holding
corporation" for federal income tax purposes and, assuming the common
stock is "regularly traded on an established securities market" for tax
purposes, the Non-U.S. Holder held, directly or indirectly, at any time
during the five-year period on the date of the disposition, or any
shorter period that shares were held, more than 5% of our common stock.
We believe that we will not be treated as a U.S. real property holding
corporation.
FEDERAL ESTATE TAXES
Unless an applicable estate tax treaty provides otherwise, common stock
that is held by an individual who at the time of death is not a citizen or
resident of the United States generally will be included in the individual's
gross estate for U.S. federal estate tax purposes and may be subject to estate
tax.
BACKUP WITHHOLDING TAX AND INFORMATION REPORTING REQUIREMENTS
Under the United States information reporting rules, when a holder of
common stock receives dividends or proceeds from the sale of common stock, the
appropriate intermediary must report to the Internal Revenue Service and to the
holder the amount of the dividends or sale proceeds. Some holders, including all
corporations, are exempt from these rules.
In addition, a nonexempt holder must provide the intermediary with certain
identifying information. If this information is not supplied, or if the
intermediary knows or has reason to know that it is not true, dividends or sale
proceeds are subject to "backup withholding" at a rate of 31%. Backup
withholding is not an additional tax, and the holder may use the tax as a credit
against the tax it otherwise owes.
Generally, dividends paid to holders outside the United States that are
subject to the 30% or treaty-reduced rate of withholding tax will be exempt from
backup withholding tax. However, payments within the United States are subject
to both backup withholding and information reporting unless the holder certifies
under penalties of perjury to the payor or in the manner required as to its
non-United States person status or otherwise establishes an exemption.
If any dividend payment is made to a beneficial owner of our common stock
by the foreign office of a foreign custodian, foreign nominee or other foreign
agent of a beneficial owner, or the foreign office of a foreign "broker", as
defined in applicable Treasury Regulations, pays the proceeds of the sale of our
common stock to the seller thereof, backup withholding and information reporting
will not apply, provided that the nominee, custodian, agent or broker (1)
derives less than 50% of its gross income for specific
60
65
periods from the conduct of trade or businesses in the United States, (2) is not
a controlled foreign corporation, and (3) is not a foreign partnership:
- one or more of the partners of which, at any time during its tax year, is
a U.S. person who, in the aggregate, holds more than 50% of the income or
capital interest in the partnership; or
- which, at any time during its tax year, is engaged in the conduct of
trade or business in the United States.
Moreover, any dividends on common stock so made by the foreign offices of
other custodians, nominees or agents, or the payment by the foreign office of
other brokers of the proceeds of the sale of common stock will not be subject to
a backup withholding, unless the payor has actual knowledge that the payee is a
United States person, but will be subject to information reporting unless the
custodian, nominee, agent or broker had documentary evidence in its records that
the beneficial owner is not a United States person and specific conditions are
met, or the beneficial owner otherwise establishes an exemption.
Prospective investors are urged to consult their tax advisors concerning
information reporting and backup withholding.
THE ABOVE DESCRIPTION IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF
ALL TAX CONSEQUENCES TO A NON-U.S. HOLDER RELATING TO THE OWNERSHIP AND
DISPOSITION OF COMMON STOCK. PROSPECTIVE PURCHASERS OF COMMON STOCK ARE URGED TO
CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL TAX
LAWS TO THEIR PARTICULAR SITUATIONS, AS WELL AS ANY TAX CONSEQUENCES WHICH MAY
ARISE UNDER THE LAWS OF ANY FOREIGN, STATE, LOCAL OR OTHER TAXING JURISDICTION.
61
66
UNDERWRITING
Credit Suisse First Boston Corporation and Salomon Smith Barney Inc. are
acting as joint bookrunning managers of the offering and, together with Deutsche
Banc Alex. Brown Inc. and Raymond James & Associates, Inc., are acting as
representatives of the underwriters named below. Under the terms and subject to
the conditions contained in an underwriting agreement dated ,
2001 we have agreed to sell to the underwriters named below, the following
respective numbers of shares of common stock:
UNDERWRITER NUMBER OF SHARES
----------- ----------------
Credit Suisse First Boston Corporation......................
Salomon Smith Barney Inc. ..................................
Deutsche Banc Alex. Brown Inc. .............................
Raymond James & Associates, Inc. ...........................
----------
Total............................................. 7,350,000
==========
The underwriting agreement provides that the underwriters are obligated to
purchase all the shares of common stock in the offering if any are purchased,
other than those shares covered by the over-allotment option described below.
The underwriting agreement also provides that if an underwriter defaults the
purchase commitments of non-defaulting underwriters may be increased or the
offering may be terminated.
The selling stockholders have granted to the underwriters a 30-day option
to purchase up to 1,102,500 additional shares at the initial public offering
price less the underwriting discounts and commissions. The option may be
exercised only to cover any over-allotments of common stock.
The underwriters propose to offer the shares of common stock initially at
the public offering price on the cover page of this prospectus and to selling
group members at that price less a selling concession of $ per share. The
underwriters and selling group members may allow a discount of $ per share
on sales to other broker/dealers. After the initial public offering, the
representatives may change the public offering price and concession and discount
to broker/dealers.
The following table summarizes the compensation and estimated expenses we
will pay:
UNDERWRITING
DISCOUNTS AND
COMMISSIONS
PAYABLE BY
SELLING
UNDERWRITING STOCKHOLDERS EXPENSES PAYABLE BY US
DISCOUNTS AND UPON FULL ----------------------------------
COMMISSIONS EXERCISE OF NO EXERCISE OF FULL EXERCISE OF
PAYABLE BY US OVERALLOTMENT OVER-ALLOTMENT OVER-ALLOTMENT
-------------- ---------------- -------------- ----------------
Per share..................
Total......................
We have agreed that we will not offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or file with the Securities and
Exchange Commission a registration statement under the Securities Act relating
to, any shares of our common stock or securities convertible into or
exchangeable or exercisable for any shares of our common stock, or publicly
disclose the intention to make any offer, sale, pledge, disposition or filing,
subject to certain exceptions, without the prior written consent of Credit
Suisse First Boston Corporation and Salomon Smith Barney Inc. for a period of
180 days after the date of this prospectus.
Our officers and directors and holders of substantially all of our equity
securities, including each selling stockholder, have agreed that they will not
offer, sell, contract to sell, pledge or otherwise dispose of, directly or
indirectly, any shares of our common stock or securities convertible into or
exchangeable or exercisable for any shares of our common stock, enter into a
transaction that would have the same effect, or enter into any swap, hedge or
other arrangement that transfers, in whole or in part, any of the economic
62
67
consequences of ownership of our common stock whether any of these transactions
are to be settled by delivery of our common stock or other securities, in cash
or otherwise, or publicly disclose the intention to make any offer, sale, pledge
or disposition, or to enter into any transaction, swap, hedge or other
arrangement, subject to certain exceptions, without, in each case, the prior
written consent of Credit Suisse First Boston Corporation and Salomon Smith
Barney Inc. for a period of 180 days after the date of this prospectus.
At our request, the underwriters have reserved up to 5% of the shares of
common stock for sale at the initial public offering price to persons who are
our employees, or who are otherwise associated with us, through a directed share
program. The number of shares of common stock available for sale to the general
public will be reduced by the number of directed shares purchased by
participants in the program. Any directed shares not purchased will be offered
by the underwriters to the general public on the same basis as all other shares
of common stock offered.
We and the selling stockholders have agreed to indemnify the underwriters
against certain liabilities and expenses, including liabilities under the
Securities Act. Additionally, we have agreed to indemnify the underwriters
against certain liabilities and expenses in connection with the sales of the
directed shares.
We have applied to list our shares of common stock on the New York Stock
Exchange under the symbol "GEG." The underwriters have undertaken to sell shares
of common stock to a minimum of 2,000 beneficial owners in lots of 100 or more
shares to meet the New York Stock Exchange distribution requirements for
trading.
Prior to this offering there has been no public market for our common
stock. Consequently, the initial public offering price for the shares will be
determined by negotiations between us and the representatives. Among the factors
to be considered in determining the initial public offering price is our record
of operations, our current financial condition, our future prospects, our
markets, the economic conditions in and future prospects for the industry in
which we compete, our management, and currently prevailing general conditions in
the equity securities markets, including current market valuations of publicly
traded companies we consider comparable to us. There can be no assurance,
however, that the price at which our shares will sell in the public market after
this offering will not be lower than the price at which our shares are sold by
the underwriters or that an active trading market in our common stock will
develop and continue after this offering.
In connection with this offering the underwriters may engage in stabilizing
transactions, over-allotment transactions, syndicate covering transactions and
penalty bids in accordance with Regulation M under the Exchange Act.
- Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum.
- Over-allotment involves sales by the underwriters of shares in excess of
the number of shares the underwriters are obligated to purchase, which
creates a syndicated short position. The short position may be either a
covered short position or a naked short position. In a covered short
position, the number of shares over-allotted by the underwriters is not
greater than the number of shares that they may purchase in the
over-allotment option. In a naked short position, the number of shares
involved is greater than the number of shares in the over-allotment
option. The underwriters may close out any short position by either
exercising their over-allotment option and/or purchasing shares in the
open market.
- Syndicate covering transactions involve purchases of the common stock in
the open market after the distribution has been completed in order to
cover syndicate short positions. In determining the source of shares to
close out the short position, the underwriters will consider, among other
things, the price of shares available for purchase in the open market as
compared to the price at which they may purchase shares through the
over-allotment option. If the underwriters sell more shares than could be
covered by the over-allotment option, a naked short position, the
position can only be closed out by buying shares in the open market. A
naked short position is more likely to be created
63
68
if the underwriters are concerned that there could be downward pressure
on the price of the shares in the open market after pricing that could
adversely affect investors who purchase in the offering.
- Penalty bids permit the representatives to reclaim a selling concession
from a syndicate member when the common stock originally sold by the
syndicate member is purchased in a stabilizing or syndicate covering
transaction to cover syndicate short positions.
These stabilizing transactions, syndicate covering transactions and penalty bids
may have the effect of raising or maintaining the market price of our common
stock or preventing or retarding a decline in the market price of our common
stock. As a result the price of our common stock may be higher than the price
that might otherwise exist in the open market. These transactions may be
effected on The New York Stock Exchange or otherwise and, if commenced, may be
discontinued at any time.
A prospectus in electronic format may be made available on the web sites
maintained by one or more of the underwriters participating in this offering.
The representatives may agree to allocate a number of shares to underwriters for
sale to their online brokerage account holders. Internet distributions will be
allocated by the underwriters that will make internet distributions on the same
basis as other allocations. Credit Suisse First Boston Corporation may effect an
on-line distribution through its affiliate, CSFBdirect Inc., an on-line broker
dealer, as a selling group member.
The representatives have performed investment banking and advisory services
for us from time to time for which they have received customary fees and
expenses. The representatives may, from time to time, engage in transactions
with and perform services for us in the ordinary course of their business.
Giving effect to the reorganization transaction as described under "Management's
Discussion and Analysis of Financial Condition and Results of Operations -- The
Reorganization Transaction" and assuming no exercise of the over-allotment
option, affiliates of Credit Suisse First Boston Corporation will own
approximately 2,709,232 shares of our common stock, or approximately 6.0% of the
outstanding shares following this offering and affiliates of Deutsche Banc Alex.
Brown Inc. will own approximately 1,363,818 shares of our common stock, or
approximately 3.0% of the outstanding shares following this offering. Several
banks affiliated with the underwriters participating in this offering are
lenders under our senior credit facility and our senior subordinated loan
agreement. Affiliates of Credit Suisse First Boston Corporation are lenders and
syndication agent under our existing senior credit facility and our senior
subordinated loan agreement and will receive a portion of the proceeds of this
offering from the repayment of those facilities. In addition, an affiliate of
Deutsche Banc Alex. Brown Inc. is a lender and administrative agent under our
existing senior credit facility and will receive a portion of the proceeds of
this offering from the repayment of that facility. We are currently in
compliance with the terms of the indebtedness owed by us to banks affiliated
with the underwriters. The decision of the underwriters to distribute our common
stock was made independently of the banks affiliated with those underwriters,
which banks had no involvement in determining whether or when we would sell our
common stock or the terms of the offering.
Because affiliates of Credit Suisse First Boston Corporation and Deutsche
Banc Alex. Brown Inc. hold substantial amounts of our debt and will receive more
than 10% of the net proceeds of the offering through repayment of this debt,
those underwriters may be deemed to have a "conflict of interest" with us under
Rule 2710(c)(8) of the National Association of Securities Dealers, Inc. When a
NASD member with a conflict of interest participates as an underwriter in an
initial public offering, Rule 2720 of the NASD requires that the initial public
offering price may be no higher than that recommended by a "qualified
independent underwriter," as defined by NASD. In accordance with this rule,
Salomon Smith Barney Inc. has assumed the responsibilities of acting as a
qualified independent underwriter. In its role as a qualified independent
underwriter, Salomon Smith Barney Inc. has performed a due diligence
investigation and participated in the preparation of the registration statement
of which this prospectus is a part. Salomon Smith Barney Inc. will not receive
any additional fees for serving as qualified independent underwriter in
connection with this offering. We have agreed to indemnify Salomon Smith Barney
Inc. against liabilities incurred in connection with acting as a qualified
independent underwriter, including liabilities under the Securities Act.
64
69
NOTICE TO CANADIAN RESIDENTS
RESALE RESTRICTIONS
The distribution of the common stock in Canada is being made only on a
private placement basis exempt from the requirement that we prepare and file a
prospectus with the securities regulatory authorities in each province where
trades of common stock are made. Any resale of the common stock in Canada must
be made under applicable securities laws which will vary depending on the
relevant jurisdiction, and which may require resales to be made under available
statutory exemptions or under a discretionary exemption granted by the
applicable Canadian securities regulatory authority. Purchasers are advised to
seek legal advise prior to any resale of the common stock.
REPRESENTATIONS OF PURCHASERS
By purchasing common stock in Canada and accepting a purchase confirmation,
a purchaser is representing to us and the dealer from whom the purchase
confirmation is received that
- the purchaser is entitled under applicable provincial securities laws to
purchase the common stock without the benefit of a prospectus qualified
under those securities laws;
- where required by law, that the purchaser is purchasing as principal and
not as agent; and
- the purchaser has reviewed the text above under Resale Restrictions.
RIGHTS OF ACTION (ONTARIO PURCHASERS)
The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
Ontario securities law. As a result, Ontario purchasers must rely on other
remedies that may be available, including common law rights of action for
damages or rescission or rights of action under the civil liability provisions
of the U.S. federal securities laws.
ENFORCEMENT OF LEGAL RIGHTS
All of the issuer's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be possible
for Canadian purchasers to effect service of process within Canada upon the
issuer or such persons. All or a substantial portion of the assets and of the
issuer and such persons may be located outside of Canada and, as a result, it
may not be possible to satisfy a judgment against the issuer or such persons in
Canada or to enforce a judgment obtained in Canadian courts against such issuer
or persons outside of Canada.
NOTICE TO BRITISH COLUMBIA RESIDENTS
A purchaser of common stock to whom the Securities Act (British Columbia)
applies is advised that the purchaser is required to file with the British
Columbia Securities Commission a report within ten days of the sale of any
common stock acquired by the purchaser pursuant to this offering. The report
must be in the form attached to British Columbia Securities Commission Blanket
Order BOR #95/17, a copy of which may be obtained from us. Only one report must
be filed for common stock acquired on the same date and under the same
prospectus exemption.
TAXATION AND ELIGIBILITY OR INVESTMENT
Canadian purchasers of common stock should consult their own legal and tax
advisors with respect to the tax consequences of an investment in the common
stock in their particular circumstances and about the eligibility of the common
stock for investment by the purchaser under relevant Canadian legislation.
65
70
LEGAL MATTERS
The validity of the issuance of securities offered by this prospectus will
be passed upon for us by White & Case LLP, New York, New York. Various legal
matters related to this offering will be passed upon for the underwriters by
Cravath, Swaine & Moore, New York, New York.
EXPERTS
The consolidated financial statements and schedules included in this
prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration statement on Form S-1 with
respect to the shares offered by this prospectus. This prospectus, which
constitutes a part of the registration statement, does not contain all of the
information set forth in the registration statement or the exhibits and
schedules which are part of the registration statement. For further information
about us and our shares, you should refer to the registration statement. With
respect to any contract, agreement or other document filed as an exhibit to the
registration statement, we refer you to the exhibit for a more complete
description of the matter involved.
You may read and copy all or any portion of the registration statement or
any reports, statements or other information in the files at the public
reference facilities of the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the regional offices of the SEC located at
Seven World Trade Center, 13th Floor, New York, New York 10048 and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. You can request copies of
these documents upon payment of a duplicating fee by writing to the SEC. You may
call the SEC at 1-800-SEC-0330 for further information on the operation of its
public reference rooms. Our filings, including the registration statement, will
also be available to you on the Internet site maintained by the SEC at
http://www.sec.gov.
As a result of this offering, we will become subject to the full
informational requirements of the Securities Exchange Act of 1934, and will file
annual, quarterly and current reports, proxy statements and other information
with the SEC. You can request copies of these documents, for a copying fee, by
writing to the SEC. We intend to furnish our stockholders with annual reports
containing financial statements audited by our independent auditors.
66
71
GEEG HOLDINGS, L.L.C.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
----
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES
Report of Independent Public Accountants.................... F-2
Consolidated Balance Sheets as of December 25, 1999 and
December 30, 2000......................................... F-3
Consolidated Statements of Income (Loss) for the Period From
June 5, 1998 (Inception) through December 26, 1998 and for
the Years Ended December 25, 1999 and December 30, 2000... F-4
Consolidated Statements of Comprehensive Income (Loss) for
the Period from June 5, 1998 (Inception) through December
26, 1998 and for the Years Ended December 25, 1999 and
December 30, 2000......................................... F-5
Consolidated Statements of Members' Equity (Deficit) for the
Period from June 5, 1998 (Inception) through December 26,
1998 and for the Years Ended December 25, 1999 and
December 30, 2000......................................... F-6
Consolidated Statements of Cash Flows for the Period from
June 5, 1998 (Inception) through December 26, 1998 and for
the Years Ended December 25, 1999 and December 30, 2000... F-7
Notes to Consolidated Financial Statements.................. F-8
JASON INCORPORATED POWER GENERATION DIVISION (PREDECESSOR)
Report of Independent Public Accountants.................... F-24
Consolidated Statement of Income and Comprehensive Income
for the Period from December 27, 1997 through June 4,
1998...................................................... F-25
Consolidated Statement of Equity for the Period from
December 27, 1997 through June 4, 1998.................... F-26
Consolidated Statement of Cash Flows for the Period from
December 27, 1997 through June 4, 1998.................... F-27
Notes to Consolidated Financial Statements.................. F-28
F-1
72
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To GEEG Holdings, L.L.C.:
We have audited the accompanying consolidated balance sheets of GEEG
Holdings, L.L.C. (a Delaware limited liability company) and Subsidiaries as of
December 25, 1999 and December 30, 2000, and the related consolidated statements
of income (loss), comprehensive income (loss), members' equity (deficit) and
cash flows for the period from June 5, 1998 (inception) through December 26,
1998 and for each of the two years in the period ended December 30, 2000. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the 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. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of GEEG
Holdings, L.L.C. and Subsidiaries as of December 25, 1999 and December 30, 2000,
and the results of their operations and their cash flows for the period from
June 5, 1998 (inception) through December 26, 1998 and for each of the two years
in the period ended December 30, 2000 in conformity with accounting principles
generally accepted in the United States.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
February 16, 2001
F-2
73
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
UNAUDITED
PRO FORMA
STOCKHOLDERS'
DEFICIT
DECEMBER 30,
DECEMBER 25, DECEMBER 30, 2000
1999 2000 (SEE NOTE 2)
------------ ------------ -------------
ASSETS
Current assets:
Cash and cash equivalents........................... $ 11,113 $ 26,308
Accounts receivable, net of allowance of $985 and
$1,841........................................... 48,003 67,798
Inventories......................................... 4,239 9,738
Costs and estimated earnings in excess of
billings......................................... 21,845 65,260
Other current assets................................ 305 1,833
-------- ---------
Total current assets........................ 85,505 170,937
Property, plant and equipment, net.................... 15,071 19,433
Goodwill.............................................. 29,455 45,879
Other assets, principally deferred financing costs.... 1,462 9,444
-------- ---------
Total assets................................ $131,493 $ 245,693
======== =========
LIABILITIES AND MEMBERS' EQUITY (DEFICIT)
Current liabilities:
Current maturities of long-term debt................ $ 1,158 $ 3,963
Accounts payable.................................... 14,550 38,055
Accrued compensation and employee benefits.......... 8,910 8,282
Accrued warranty.................................... 5,991 9,720
Billings in excess of costs and estimated
earnings......................................... 58,631 119,110
Other current liabilities........................... 5,791 9,002
-------- ---------
Total current liabilities................... 95,031 188,132
Long-term debt, net of current maturities............. 26,263 215,131
Commitments and contingencies (Notes 5 and 9)
Members' equity (deficit)............................. 10,199 (157,570) $ --
Stockholders' deficit:
Common stock........................................ -- -- 375
Additional paid-in capital.......................... -- -- (157,945)
Retained earnings................................... -- -- 84,000
-------- --------- ---------
Total stockholders' deficit................. -- -- $ (73,570)
=========
Total liabilities and equity (deficit)...... $131,493 $ 245,693
======== =========
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
74
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)
FOR THE PERIOD FROM FOR THE YEAR FOR THE YEAR
JUNE 5, 1998 ENDED ENDED
(INCEPTION) THROUGH DECEMBER 25, DECEMBER 30,
DECEMBER 26, 1998 1999 2000
------------------- ------------ ------------
Revenues................................................ $98,363 $275,199 $416,591
Cost of sales........................................... 80,283 226,051 345,688
------- -------- --------
Gross profit.......................................... 18,080 49,148 70,903
Selling and administrative expenses..................... 10,825 23,166 27,045
Recapitalization charge (Note 3)........................ -- -- 38,114
Amortization expense.................................... 727 1,100 1,250
------- -------- --------
Operating income...................................... 6,528 24,882 4,494
Interest expense, net................................... 2,966 3,410 12,175
------- -------- --------
Income (loss) before income taxes and extraordinary
item............................................... 3,562 21,472 (7,681)
Income tax provision (benefit).......................... 176 1,087 (433)
------- -------- --------
Income (loss) before extraordinary item............... 3,386 20,385 (7,248)
Extraordinary loss from extinguishment of debt.......... -- -- (1,536)
------- -------- --------
Net income (loss)..................................... $ 3,386 $ 20,385 $ (8,784)
Preferred dividend...................................... (420) (420) (3,386)
------- -------- --------
Net income (loss) available to common unit holders.... $ 2,966 $ 19,965 $(12,170)
======= ======== ========
Basic income (loss) per common unit
Income (loss) before extraordinary item............... $ 0.14 $ 0.89 $ (0.77)
Extraordinary item.................................... -- -- (0.11)
------- -------- --------
Net income (loss) available to common unit holders.... $ 0.14 $ 0.89 $ (0.88)
======= ======== ========
Diluted income (loss) per common unit
Income (loss) before extraordinary item............... $ 0.11 $ 0.71 $ (0.77)
Extraordinary item.................................... -- -- (0.11)
------- -------- --------
Net income (loss) available to common unit holders.... $ 0.11 $ 0.71 $ (0.88)
======= ======== ========
Unaudited pro forma amounts to reflect income taxes
(Note 2)
Income (loss) before income taxes and extraordinary
item............................................... 3,562 21,472 (7,681)
Pro forma income tax provision (benefit).............. 1,229 8,329 (3,003)
------- -------- --------
Pro forma income (loss) before extraordinary item..... $ 2,333 $ 13,143 $ (4,678)
======= ======== ========
Income (loss) per common unit before extraordinary item
Pro forma -- Basic income (loss) per common unit...... $ 0.09 $ 0.56 $ (0.58)
Pro forma -- Diluted income (loss) per common unit.... 0.07 0.45 (0.58)
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
75
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(IN THOUSANDS)
FOR THE PERIOD
FROM JUNE 5,
1998
(INCEPTION) FOR THE YEAR FOR THE YEAR
THROUGH ENDED ENDED
DECEMBER 26, DECEMBER 25, DECEMBER 30,
1998 1999 2000
-------------- ------------ ------------
Net income (loss)..................................... $3,386 $20,385 $(8,784)
Foreign currency translation adjustments.............. 37 (77) (17)
------ ------- -------
Comprehensive income (loss)......................... $3,423 $20,308 $(8,801)
====== ======= =======
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
76
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY (DEFICIT)
(IN THOUSANDS, EXCEPT UNIT AMOUNTS)
COMMON UNITS
-----------------------------------------------------------------
PREFERRED UNITS SERIES A SERIES B JUNIOR
------------------- --------------------- ------------------- -------------------
NUMBER OF NUMBER OF NUMBER OF NUMBER OF
UNITS AMOUNT UNITS AMOUNT UNITS AMOUNT UNITS AMOUNT WARRANTS
--------- ------- ----------- ------- ---------- ------ ---------- ------ --------
Initial Capitalization, June 5,
1998 (inception)............. 90,000 $9,000 16,195,575 $1,026 2,368,254 $150 2,709,554 $ 10 $134
Issuance of preferred and
common units............... 900 90 157,884 10 -- -- -- -- --
Options exercised............ -- -- 1,094,243 69 -- -- -- -- --
Preferred dividend........... -- 420 -- -- -- -- -- -- --
Foreign currency translation
adjustment................. -- -- -- -- -- -- -- -- --
Net income................... -- -- -- -- -- -- -- -- --
Tax distributions............ -- -- -- -- -- -- -- -- --
--------- ------- ----------- ------- ---------- ---- ---------- ---- ----
Balance, December 26, 1998..... 90,900 9,510 17,447,702 1,105 2,368,254 150 2,709,554 10 134
Preferred dividend........... -- 420 -- -- -- -- -- -- --
Redemption of preferred
units...................... (90,900) (9,930) -- -- -- -- -- -- --
Foreign currency translation
adjustment................. -- -- -- -- -- -- -- -- --
Net income................... -- -- -- -- -- -- -- -- --
Tax distributions............ -- -- -- -- -- -- -- -- --
--------- ------- ----------- ------- ---------- ---- ---------- ---- ----
Balance, December 25, 1999..... -- -- 17,447,702 1,105 2,368,254 150 2,709,554 10 134
Purchase and conversion of
equity instruments......... 183,600 18,360 (17,243,702) 935 (2,368,254) (150) (2,709,554) (10) (134)
Issuance of preferred
units...................... 825,368 77,166 -- -- -- -- -- -- --
Issuance of common units..... -- -- 918,280 8,646 -- -- -- -- --
Preferred dividend........... -- 3,386 -- -- -- -- -- -- --
Foreign currency translation
adjustment................. -- -- -- -- -- -- -- -- --
Net loss..................... -- -- -- -- -- -- -- -- --
Tax distributions............ -- -- -- -- -- -- -- -- --
--------- ------- ----------- ------- ---------- ---- ---------- ---- ----
Balance, December 30, 2000..... 1,008,968 $98,912 1,122,280 $10,686 -- $ -- -- $ -- $ --
========= ======= =========== ======= ========== ==== ========== ==== ====
NOTES ACCUMULATED
RECEIVABLE UNDISTRIBUTED OTHER
FROM EARNINGS COMPREHENSIVE
MEMBERS (DEFICIT) INCOME TOTAL
---------- ------------- ------------- ---------
Initial Capitalization, June 5,
1998 (inception)............. $(400) $ -- $ -- $ 9,920
Issuance of preferred and
common units............... -- -- -- 100
Options exercised............ (69) -- -- --
Preferred dividend........... -- (420) -- --
Foreign currency translation
adjustment................. -- -- 37 37
Net income................... -- 3,386 -- 3,386
Tax distributions............ -- (1,100) -- (1,100)
----- --------- ---- ---------
Balance, December 26, 1998..... (469) 1,866 37 12,343
Preferred dividend........... -- (420) -- --
Redemption of preferred
units...................... 469 -- -- (9,461)
Foreign currency translation
adjustment................. -- -- (77) (77)
Net income................... -- 20,385 -- 20,385
Tax distributions............ -- (12,991) -- (12,991)
----- --------- ---- ---------
Balance, December 25, 1999..... -- 8,840 (40) 10,199
Purchase and conversion of
equity instruments......... -- (251,839) -- (232,838)
Issuance of preferred
units...................... -- -- -- 77,166
Issuance of common units..... -- -- -- 8,646
Preferred dividend........... -- (3,386) -- --
Foreign currency translation
adjustment................. -- -- (17) (17)
Net loss..................... -- (8,784) -- (8,784)
Tax distributions............ -- (11,942) -- (11,942)
----- --------- ---- ---------
Balance, December 30, 2000..... $ -- $(267,111) $(57) $(157,570)
===== ========= ==== =========
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
77
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
FOR THE PERIOD
FROM JUNE 5,
1998
(INCEPTION) FOR THE FOR THE
THROUGH YEAR ENDED YEAR ENDED
DECEMBER 26, DECEMBER 25, DECEMBER 30,
1998 1999 2000
-------------- ------------ ------------
Operating activities:
Net income (loss).................................. $ 3,386 $ 20,385 $ (8,784)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities --
Extraordinary loss.............................. -- -- 1,536
Depreciation and amortization................... 1,851 3,126 4,311
Changes in operating items (Note 10)............ 2,277 15,955 27,726
-------- -------- ---------
Net cash provided by operating
activities............................... 7,514 39,466 24,789
-------- -------- ---------
Investing activities:
Purchases of property, plant and equipment......... (1,065) (2,375) (2,187)
Proceeds from sale of assets....................... -- 3,768 --
Acquisition, net of cash acquired.................. -- -- (17,653)
-------- -------- ---------
Net cash (used for) provided by investing
activities................................. (1,065) 1,393 (19,840)
-------- -------- ---------
Financing activities:
Proceeds from issuance of long-term debt........... -- -- 221,825
Payments on long-term debt......................... (313) (17,017) (31,950)
Proceeds from sale of preferred units.............. 90 -- 68,429
Proceeds from sale of common units................. 10 -- 7,675
Redemption of equity instruments................... -- (9,461) (232,838)
Member tax distribution............................ -- (12,991) (14,427)
Increase in deferred financing costs............... -- -- (8,468)
-------- -------- ---------
Net cash (used for) provided by financing
activities............................... (213) (39,469) 10,246
-------- -------- ---------
Net increase in cash and cash
equivalents.............................. 6,236 1,390 15,195
-------- -------- ---------
Formation transactions:
Proceeds from sale of equity instruments........... 9,920 -- --
Proceeds from long-term debt....................... 44,689 -- --
Increase in deferred financing costs............... (1,939) -- --
Acquisition of net assets, net of cash acquired.... (47,030) -- --
Receivable from predecessor........................ (2,153) -- --
-------- -------- ---------
Cash and cash equivalents from formation
transactions....................................... 3,487 -- --
Cash and cash equivalents, beginning of period....... -- 9,723 11,113
-------- -------- ---------
Cash and cash equivalents, end of period............. $ 9,723 $ 11,113 $ 26,308
======== ======== =========
The accompanying notes are an integral part of these consolidated financial
statements.
F-7
78
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1998 (STUB PERIOD), 1999, 2000
1. BUSINESS AND ORGANIZATION
GEEG Holdings, L.L.C. and Subsidiaries (the Company or GEEG) designs,
engineers and manufactures heat recovery and auxiliary power equipment. The
Company's corporate headquarters are located in Tulsa, Oklahoma, with operating
facilities in Plymouth, Minnesota; Tulsa, Oklahoma; Fort Smith, Arkansas;
Auburn, Massachusetts; Clinton, South Carolina; Monterrey, Mexico; and Heerlen,
Netherlands.
On May 13, 1998, the Company was formed for the purpose of purchasing the
net assets of the Power Generation Division of Jason Incorporated. On June 5,
1998 (inception), the Company purchased the net assets for $48.9 million in
cash. The acquisition was accounted for using the purchase method of accounting
and, accordingly, the purchase price was allocated to the acquired assets and
assumed liabilities based on their respective fair values. The purchase price
and related acquisition costs exceeded the fair values assigned to tangible and
identifiable intangible assets and liabilities by approximately $32.5 million,
which was assigned to goodwill. GEEG Holdings, L.L.C. had no operations from May
13, 1998 to June 5, 1998 and, as such, the accompanying consolidated financial
statements reflect the Company's inception date as June 5, 1998.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of
GEEG Holdings L.L.C. and its wholly owned subsidiaries: Deltak, L.L.C. (Deltak);
Deltak Construction Services, Inc.; Deltak Europe -- BV; Braden Manufacturing,
L.L.C. (Braden); Braden Construction Services, Inc.; Braden Europe -- BV; Braden
Manufacturing S.A. de C.V.; and Consolidated Fabricators, Inc. (CFI). All
intercompany accounts and transactions have been eliminated in consolidation.
Fiscal Year End
The Company uses a 52-/53-week fiscal year ending on the last Saturday in
December. For the purposes of these notes to the consolidated financial
statements, the period from June 5, 1998 (inception) through December 26, 1998
and the fiscal years ended December 25, 1999 and December 30, 2000 are referred
to as 1998 (stub period), 1999 and 2000, respectively. The 1998 (stub period)
includes 29 weeks while 1999 and 2000 include 52 and 53 weeks, respectively.
Cash and Cash Equivalents
The Company considers all highly liquid investments which are convertible
into known amounts of cash and have original maturities of three months or less
to be cash equivalents. Cash equivalents consist primarily of investments in
commercial paper.
Inventories
Inventories primarily consist of raw materials and are stated at the lower
of first-in, first-out cost or market.
Property, Plant and Equipment
Property, plant and equipment are stated at cost, less accumulated
depreciation. Depreciation is calculated using the straight-line method for
financial reporting purposes over the estimated useful lives.
F-8
79
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998 (STUB PERIOD), 1999, 2000
The Company's property, plant and equipment balances, by significant asset
category, are as follows:
DECEMBER 25, DECEMBER 30,
1999 2000 LIVES
------------ ------------ ----------
(IN THOUSANDS)
Land.................................. $ 1,694 $ 2,033 --
Buildings and improvements............ 5,676 9,422 5-39 years
Machinery and equipment............... 8,080 9,504 5-12 years
Furniture and fixtures................ 2,496 3,416 3-10 years
------- -------
17,946 24,375
Less -- Accumulated depreciation...... (2,875) (4,942)
------- -------
Property, plant and equipment, net.... $15,071 $19,433
======= =======
Depreciation expense for 1998 (stub period), 1999 and 2000 was $0.9
million, $2.0 million and $2.2 million, respectively. Costs of significant
additions, renewals and betterments are capitalized. When an asset is sold or
otherwise disposed of, the related cost and accumulated depreciation are removed
from the respective accounts and the gain or loss on disposition is reflected in
earnings. Maintenance and repairs are charged to operations when incurred.
Goodwill
Goodwill represents the costs of acquisitions in excess of the fair value
of the net assets acquired and is amortized using the straight-line method over
30 years. Accumulated amortization as of December 25, 1999 and December 30, 2000
was $1.6 million and $3.0 million, respectively.
Deferred Financing Costs
Deferred financing costs are amortized over the terms of the related debt
facilities. Total interest expense associated with the amortization of these
costs was $0.2 million, $0.3 million and $0.6 million in 1998 (stub period),
1999 and 2000, respectively.
Long-Lived Assets
Long-lived assets, such as property and equipment and intangible assets,
are evaluated for impairment when events or changes in circumstances indicate
that the carrying amount of the assets may not be recoverable through the
estimated undiscounted future cash flows from the use of these assets. When any
such impairment exists, the related assets will be written down to fair value.
Warranty Costs
The Company typically warrants labor and fabrication for 12 to 18 months
after shipment. Estimated costs of warranty repairs are accrued and included on
the accompanying consolidated balance sheets as accrued warranty.
Income Taxes
The Company is organized as a limited liability company (LLC) whereby all
tax liabilities are the responsibility of individual investors. Deferred tax
assets and liabilities become the responsibility of the Company if and when the
LLC structure is converted to a C-Corporation. Certain of the Company's
subsidiaries are corporations responsible for federal, state and foreign taxes.
For those entities, deferred tax assets and liabilities are not significant.
F-9
80
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998 (STUB PERIOD), 1999, 2000
Pro Forma Information (Unaudited)
The unaudited pro forma December 30, 2000 balance sheet amounts give effect
to a proposed reorganization from a limited liability company to a C-Corporation
and the recording of deferred taxes due to the proposed change in tax status.
The unaudited pro forma income tax expense (benefit) shown on the
consolidated statements of income (loss) is presented assuming the Company had
been a C-Corporation during 1998 (stub period), 1999 and 2000, using effective
tax rates of 35 percent, 39 percent and 39 percent, respectively.
Revenue Recognition
GEEG has two segments: Heat Recovery Equipment and Auxiliary Power
Equipment. Heat Recovery Equipment products include heat recovery steam
generators, heat recovery boilers, and other types of waste heat products.
Auxiliary Power Equipment products include exhaust and inlet systems, filter
houses, retrofit activity, diverter dampers, turbine enclosures and other power
equipment.
Revenues for the Company's Heat Recovery Equipment segment are recognized
on the percentage-of-completion method based on the percentage of actual hours
incurred to date in relation to total estimated hours (internal and
subcontractor) for each contract. Changes in job performance, job conditions,
estimated profitability and final contract settlements may result in revisions
to costs and income, and the effects of such revisions are recognized in the
period that the revisions are determined. Revenues for the Company's Auxiliary
Power Equipment segment are recognized on the completed-contract method due to
the short-term nature of their product production period. The Company recognizes
various types of service revenues as the services are provided. Service revenues
are not significant in any period presented.
Major Customers
The Company has certain customers that represent more than 10 percent of
consolidated revenues for 1998 (stub period), 1999 and 2000 as follows:
1998
(STUB PERIOD) 1999 2000
------------- ---- ----
Customer A............................................... 20% 21% 31%
Customer B............................................... 13% -- --
Customer C............................................... -- 15% --
Customer D............................................... -- 14% --
Customer E............................................... -- -- 22%
As of December 25, 1999, customer A made up approximately 29 percent of the
consolidated accounts receivable balance. As of December 30, 2000, customer A
and customer B made up 15 percent and 14 percent, respectively, of the
consolidated accounts receivable balance.
Fair Value of Financial Instruments
The carrying amount of cash and cash equivalents, accounts receivable,
accounts payable, accrued expenses and short-term debt approximates fair value
due to the short term nature of these instruments.
The fair value of the Company's long-term debt is estimated based on the
discounted value of the future cash flows expected to be paid on the loans. The
discount rate used to estimate the fair value of the loans is the rate currently
available to the Company for loans with similar terms and maturities. The fair
value at December 25, 1999 and December 30, 2000 approximated the carrying
value.
F-10
81
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998 (STUB PERIOD), 1999, 2000
Income (Loss) Per Common Unit
Basic and diluted income (loss) per common unit are calculated as follows:
1998
(STUB PERIOD) 1999 2000
------------- ----------- -----------
(IN THOUSANDS, EXCEPT UNIT AND
PER COMMON UNIT DATA)
Basic income (loss) per common unit
Numerator:
Income (loss) before extraordinary item................. $ 3,386 $ 20,385 $ (7,248)
Preferred stock dividend................................ (420) (420) (3,386)
----------- ----------- -----------
Income (loss) available to common unit holders.......... 2,966 19,965 (10,634)
Extraordinary item...................................... -- -- (1,536)
----------- ----------- -----------
Net income (loss) available to common unit
holders.......................................... $ 2,966 $ 19,965 $ (12,170)
=========== =========== ===========
Denominator:
Weighted average units outstanding...................... 21,319,765 22,525,510 13,814,222
Basic income (loss) per common unit
Income (loss) before extraordinary item................... $ 0.14 $ 0.89 $ (0.77)
Extraordinary item........................................ -- -- (0.11)
----------- ----------- -----------
Net income (loss) available to common unit
holders.......................................... $ 0.14 $ 0.89 $ (0.88)
=========== =========== ===========
Diluted income (loss) per common unit
Numerator:
Income (loss) before extraordinary item................. $ 3,386 $ 20,385 $ (7,248)
Preferred stock dividend................................ (420) (420) (3,386)
----------- ----------- -----------
Income (loss) available to common unit holders.......... 2,966 19,965 (10,634)
Extraordinary item...................................... -- -- (1,536)
----------- ----------- -----------
Net income (loss) available to common unit
holders.......................................... $ 2,966 $ 19,965 $ (12,170)
=========== =========== ===========
Denominator:
Weighted average units outstanding...................... 21,319,765 22,525,510 13,814,222
Dilutive effect of options to purchase common units..... 5,064,654 5,503,502 --
----------- ----------- -----------
Weighted average units outstanding assuming dilution.... 26,384,419 28,029,012 13,814,222
=========== =========== ===========
Diluted income (loss) per common unit
Income (loss) before extraordinary item................. $ 0.11 $ 0.71 $ (0.77)
Extraordinary item...................................... -- -- (0.11)
----------- ----------- -----------
Net income (loss) available to common unit
holders.......................................... $ 0.11 $ 0.71 $ (0.88)
=========== =========== ===========
Derivative Financial Instruments
The Company adopted Statement of Financial Accounting Standard No. 133,
"Accounting for Derivative Instruments and Hedging Activities," (SFAS 133),
effective December 31, 2000. This standard establishes accounting and reporting
standards requiring that every derivative instrument be recorded on the balance
sheet as either an asset or a liability measured at fair value. SFAS 133
requires that changes in a derivative's fair value be recognized currently in
earnings unless specific hedge accounting criteria are met. Special accounting
for qualifying hedges allows a derivative's gains and losses to offset related
results on the hedged item in the income statement and requires that a company
formally document, designate
F-11
82
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998 (STUB PERIOD), 1999, 2000
and assess the effectiveness of transactions that receive hedge accounting
treatment. The impact of adopting SFAS 133 was not material.
Derivative financial instruments are used by the Company in the management
of its foreign currency exchange and interest rate exposures. Amounts to be paid
or received under agreements are accrued and recognized over the life of the
agreements. The Company is exposed to credit risk in the event of nonperformance
by the other parties to the agreements. However, the Company does not anticipate
nonperformance by its counterparties.
On December 29, 2000, the Company entered into a zero-cost interest rate
collar whereby it holds an 8% interest rate cap and has written a 5.36% interest
rate floor. The Company has designated the interest rate collar as a hedge of
the variability of a portion of its floating-rate interest payments attributable
to changes in market interest rates. As such, the Company will use the interest
rate collar to place both a minimum and maximum limit on the total interest
payments the Company must pay on approximately $77.1 million of its floating
rate debt. Under SFAS 133, the Company will recognize the fair value of both the
floor and the cap in its balance sheet. Additionally, the Company will mark the
floor and cap to fair value through other comprehensive income and then
recognize such fluctuations in earnings in the same period as the earnings
effect of the variable rate debt.
The collar will be settled at three-month intervals through December 31,
2003. Depending on the movement in interest rates, the Company will have the
right or the obligation to a series of conditional receivables or payables. The
Company will account for the interest collar as a net written option and as such
will not be subject to the effectiveness tests of SFAS 133.
As the interest rate collar was entered into on December 29, 2000, there
were no increases or decreases in fair value as of December 30, 2000. At
December 25, 1999, the Company had interest rate collars for approximately $15.0
million of its floating rate debt. The fair value of the 1999 interest rate
collar was not significant.
Notional amounts outstanding under foreign currency option agreements at
December 30, 2000, were $3.6 million. No amounts were outstanding under such
contracts at December 25, 1999. The fair values of the option agreements were
not significant as of December 30, 2000.
Foreign Currency
Assets and liabilities of the Company's foreign operations are translated
at year-end exchange rates, and revenues and expenses are translated at average
exchange rates prevailing during the period. Translation adjustments are
recorded as a separate component of members' equity and other comprehensive
income on the accompanying consolidated financial statements. Gains and losses
from foreign currency transactions are included in earnings. Such gains and
losses have not been significant in any period.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States 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. The most significant estimates relate to projected
total costs of projects, including warranty and contingency costs, and the
percentage of completion on contract accounting. Ultimate results could differ
from those estimates.
F-12
83
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998 (STUB PERIOD), 1999, 2000
Recent Accounting Pronouncement
In December 1999, the Securities and Exchange Commission staff released
Staff Accounting Bulletin (SAB) 101, "Revenue Recognition in Financial
Statements." The adoption of this statement in the fourth quarter of 2000 did
not have a material impact on the Company's financial position or results of
operations.
3. RECAPITALIZATION TRANSACTION
On August 1, 2000, the Company consummated a recapitalization transaction
(the Recapitalization) pursuant to an Agreement and Plan of Merger with GEEG
Acquisition Holdings Corp., GEEG Acquisition Holdings, L.L.C. and GEEG
Acquisition, L.L.C. (Merger Sub) (collectively, the Control Group). In
conjunction with the Recapitalization, the following occurred:
- Merger Sub was merged with and into the Company, with the Company
continuing as the surviving entity.
- The Company borrowed $140 million in the form of senior term loans and
$67.5 million in the form of a senior subordinated loan. In connection
with the senior subordinated borrowings, the Company issued 77,075 new
common units and 69,368 new preferred units to the lenders and recorded
the $7.7 million fair value of the units as debt discount. The Company
also paid $8.2 million for deferred financing costs.
- The Company realized proceeds of $76.1 million from the sale of new
common and preferred units. The proceeds were recorded net of $5.9
million of expenses.
- The Company converted prior common units owned by certain investors into
183,600 of new preferred units and 204,000 of new common units.
- The Company redeemed the remaining prior common units and all outstanding
warrants for $232.8 million.
- The Company repaid the then outstanding $15.0 million on a senior
subordinated loan and recorded a $1.5 million extraordinary loss
associated with the write-off of associated unamortized deferred
financing costs.
- The Company cancelled all common unit options issued and outstanding
immediately prior to the Recapitalization for $38.1 million, which has
been recorded as a corresponding recapitalization charge on the
accompanying consolidated statement of income (loss).
After completion of the Recapitalization, continuing investors held
approximately 18.5 percent of the voting control of the Company. As such, the
Company was not required to push-down the Control Group purchase accounting to
the Company.
As a part of the Recapitalization and as noted above, the prior common
units were converted into new preferred and common units using an approximate 1
to 260 conversion ratio. As a result of the conversion, all prior period common
unit related amounts included in these footnotes and on the accompanying
consolidated financial statements have been restated based on this conversion
ratio.
4. ACQUISITIONS
On October 31, 2000, the Company acquired all of the outstanding shares of
CFI Holdings, Inc. and Subsidiaries. CFI makes turbine enclosures for the
auxiliary power equipment industry. CFI sales are now included as turbine
enclosure product revenue within the Company's Auxiliary Power Equipment
segment.
F-13
84
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998 (STUB PERIOD), 1999, 2000
Total purchase consideration of $25.2 million, including contingent
consideration of $2.5 million earned in 2000, consisted of $17.7 million of
cash, $5.5 million of promissory notes and $2.0 million in equity interests in
the Company. Approximately $3.2 million of the cash consideration has been
reserved in escrow. To finance a portion of the purchase, the Company utilized
the Term C loan (see note 7). The acquisition was accounted for using the
purchase method of accounting, and accordingly, the purchase price was allocated
to the net assets acquired based on their estimated fair values. This treatment
resulted in approximately $15.4 million of cost in excess of the fair value of
net identifiable assets acquired, which has been recorded as goodwill in the
accompanying consolidated financial statements. The goodwill is being amortized
on a straight-line basis over 30 years.
The results of operations of CFI from November 1, 2000 to December 30, 2000
have been included in the accompanying consolidated statements of income (loss).
Pro forma consolidated statements of income (loss) as if the acquisition had
taken place as of December 26, 1998 are shown below:
1999 2000
(UNAUDITED) (UNAUDITED)
----------- -----------
(IN THOUSANDS, EXCEPT FOR PER
COMMON UNIT DATA)
Revenues...................................... $297,949 $447,843
Net income (loss) before extraordinary item... 18,853 (5,067)
Net income (loss) available to common unit
holders..................................... 18,433 (9,988)
Basic income (loss) per common unit........... 0.82 (0.72)
Diluted income (loss) per common unit......... 0.66 (0.72)
5. RELATED-PARTY TRANSACTIONS
Certain investors have historically provided consultation services to the
Company, for which the Company is charged management fees. Total expenses under
these arrangements were $0.1 million, $0.3 million and $0.7 million for 1998
(stub period), 1999 and 2000, respectively. The Company is contractually
committed to payments of management fees totaling $1.25 million per year through
2003.
6. UNCOMPLETED CONTRACTS
The Heat Recovery Equipment segment enters into contracts that allow for
periodic billings over the contract term. At any point in time each project
under construction could have either costs and estimated earnings in excess of
billings or billings in excess of costs and estimated earnings. The Auxiliary
Power Equipment segment typically bills customers only at the completion of
contracts. No earnings are recognized until contract completion.
Costs, earnings and billings related to uncompleted contracts consist of
the following:
DECEMBER 25, DECEMBER 30,
1999 2000
------------ ------------
(IN THOUSANDS)
Costs incurred on uncompleted contracts............ $257,826 $392,257
Earnings recognized on uncompleted contracts....... 61,692 88,232
-------- --------
Total.................................... 319,518 480,489
Less -- Billings to date........................... 356,304 534,339
-------- --------
Net...................................... $(36,786) $(53,850)
======== ========
F-14
85
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998 (STUB PERIOD), 1999, 2000
The net amounts are included in the accompanying consolidated balance
sheets under the following headings:
DECEMBER 25, DECEMBER 30,
1999 2000
------------ ------------
(IN THOUSANDS)
Costs and estimated earnings in excess of
billings......................................... $ 21,845 $ 65,260
Billings in excess of costs and estimated
earnings......................................... (58,631) (119,110)
-------- ---------
Total.................................... $(36,786) $ (53,850)
======== =========
7. LONG-TERM DEBT
The Company's long-term debt consisted of the following:
DECEMBER 25, DECEMBER 30,
1999 2000
------------ ------------
(IN THOUSANDS)
Term A senior loan, bearing interest at LIBOR plus 3.25
percent (9.89 percent at December 30, 2000), principal and
interest payable quarterly, as defined, through July
2006...................................................... $ -- $ 29,625
Term B senior loan, bearing interest at LIBOR plus 4.00
percent (10.64 percent at December 30, 2000), principal
and interest payable quarterly, as defined, through July
2008...................................................... -- 109,725
Term C senior loan, bearing interest at LIBOR margin rate
plus 3.25 percent (9.89 percent at December 30, 2000),
principal and interest payable quarterly, as defined,
through July 2006......................................... -- 14,813
Senior subordinated loan, bearing interest at 13.50 percent,
interest payable semi-annually, as defined, through August
2010, net of a $8,214 discount............................ -- 59,286
Note payable to former owners of Consolidated Fabricators,
Inc., bearing interest at 10.00 percent, payable
quarterly, as defined, 2003 through 2007.................. -- 5,500
Term A note, repaid in 2000................................. 5,934 --
Term B note, repaid in 2000................................. 6,736 --
Senior subordinated loan, repaid in 2000.................... 14,751 --
Other....................................................... -- 145
------- --------
27,421 219,094
Less current maturities..................................... (1,158) (3,963)
------- --------
Total long-term debt........................................ $26,263 $215,131
======= ========
Future maturities of long-term debt as of December 30, 2000 are as follows
(in thousands):
2001........................................................ $ 3,963
2002........................................................ 6,205
2003........................................................ 9,540
2004........................................................ 11,777
2005........................................................ 13,461
Thereafter.................................................. 174,148
--------
$219,094
========
F-15
86
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998 (STUB PERIOD), 1999, 2000
Substantially all of the Company's assets have been pledged as collateral
for the senior financing arrangements.
The Company has a revolving credit facility which allows for borrowings of
up to $55.0 million. Borrowings under the line bear interest at a floating rate
relative to a base rate or LIBOR, as defined, and the Company pays an unused
facility fee of 0.5 percent. As of December 30, 2000, no amounts were
outstanding under the revolver.
The Company uses letters of credit in its normal course of business.
Letters of credit totaling $23.0 million were issued and outstanding as of
December 30, 2000. While no amounts had been drawn upon these letters of credit,
the letters of credit outstanding reduces amounts available under the revolver.
The above-mentioned agreements contain, among other restrictions, various
covenants including maximum leverage and capital expenditures levels and minimum
interest coverage ratios and EBITDA levels. As of December 30, 2000, the Company
was in compliance with all such covenants.
8. MEMBERS' EQUITY
Preferred Units
The Company has authorized and issued 1,008,968 current preferred units
with a $100 par value. The current preferred units are not convertible and have
no voting rights. Current preferred unit members are entitled to an eight
percent annual preferred dividend computed on the members' aggregate preferred
equity balance. Current preferred units have liquidation preference to the
common units in the event of a liquidation of the Company and have priority on
all equity distributions.
The Board of Directors may, at its sole option, redeem all or any part of
the current preferred units at a price equal to their aggregate preferred
capital contribution plus accrued but not yet paid preferred dividends.
On July 31, 1999, the Company redeemed all outstanding prior preferred
units issued. The Company had authorized 100,000 prior preferred units that
included an eight percent annual preferred dividend, as defined. The units were
not convertible to common units and had no voting rights.
Common Units
The Company has authorized and issued 1,122,280 current common units with a
$10 par value. Current common units are entitled to one vote.
Prior to the Recapitalization (Note 3), the Company had authorized
52,106,800, 6,513,350 and 2,709,554 of Class A, B and Junior units,
respectively. Prior Class A and Junior units had one vote per unit. Class B
units were nonvoting. All previously outstanding prior common units were
repurchased or converted as part of the Recapitalization discussed in Note 3.
Option Plans
In August 2000, the Company adopted the 2000 Option Plan (the 2000 Plan).
The 2000 Plan provides for granting of up to 122,342 options to purchase common
units of the Company. Forty percent of the common units available for grant
under the 2000 Plan vest over four years and 60 percent of the common units
available for grant under the 2000 Plan vest over the earlier of nine years or
when certain performance vesting criteria are met.
F-16
87
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998 (STUB PERIOD), 1999, 2000
As a part of the Recapitalization, all options outstanding under a previous
option plan (whether or not exercisable or vested) were cancelled and holders of
the cancelled options were paid an amount equal to the options' fair value,
resulting in a recapitalization charge of $38.1 million.
Prior to October 31, 2000, the Company granted 98,499 options at $10 per
common unit, which equaled fair value at the date of grant. On October 31, 2000,
the Company granted 5,390 options at $10 per common unit. At the date of grant,
the deemed fair value of the Company's common unit was higher than the $10
exercise price resulting in an approximate $20,000 compensation expense and a
$745,000 unearned compensation amount which has been recorded in undistributed
earnings (deficit) along with a corresponding $745,000 increase in undistributed
earnings (deficit) due to the effect of the October 31, 2000 option grant.
A summary of the Company's unit option plans from June 5, 1998 through
December 30, 2000 is presented below:
UNIT OPTIONS
-------------------------------
WEIGHTED AVERAGE
UNITS EXERCISE PRICE
----------- ----------------
Outstanding at June 5, 1998 (inception)........ -- $ --
Granted...................................... 4,350,918 .06
Exercised.................................... (1,094,243) .06
----------- ---------
Outstanding at December 26, 1998............... 3,256,675 .06
Granted...................................... 591,673 .58
Forfeited.................................... (19,540) .06
----------- ---------
Outstanding at December 25, 1999............... 3,828,808 .06 - .58
Repurchased.................................. (3,828,808) .06 - .58
Granted...................................... 103,889 10.00
----------- ---------
Outstanding at December 30, 2000............... 103,889 10.00
Exercisable at December 30, 2000............... -- $ --
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" (SFAS 123), requires the measurement of the fair value
of options to be included in the statement of operations or disclosed in the
notes to financial statements. The Company elected the disclosure-only
alternative under SFAS 123.
In determining compensation cost pursuant to SFAS 123, the fair value of
each option grant is estimated on the date of grant using the Black-Scholes
option pricing model with the following weighted average assumptions used for
grants during 1998 (stub period), 1999 and 2000:
1998
(STUB PERIOD) 1999 2000
------------- -------- --------
Risk free interest rate....................... 5.56% 5.78% 6.26%
Expected dividend yield....................... None None None
Expected lives................................ 5 years 5 years 5 years
Expected volatility........................... 44.92% 64.41% 59.22%
Option fair value at grant date............... $0.03 $0.34 $5.68
F-17
88
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998 (STUB PERIOD), 1999, 2000
Had compensation cost been determined consistent with SFAS 123, the
Company's pro forma net income (loss) would have been as follows:
1998
(STUB PERIOD) 1999 2000
------------- ------- --------
(IN THOUSANDS, EXCEPT PER
COMMON UNIT DATA)
Net income (loss) available to common unit
holders:
As reported................................. $2,966 $19,965 $(12,170)
Pro forma................................... 2,919 19,932 (12,211)
Basic income (loss) per common unit:
As reported................................. $ 0.14 $ 0.89 $ (0.88)
Pro forma................................... 0.14 0.88 (0.88)
Diluted income (loss) per common unit:
As reported................................. $ 0.11 $ 0.71 $ (0.88)
Pro forma................................... 0.11 0.71 (0.88)
9. COMMITMENTS AND CONTINGENCIES
Employment Agreements
The Company has entered into employment agreements with certain members of
management which expire on July 31, 2002, with automatic one-year renewal
periods at expiration dates. The agreements provide for, among other things,
compensation, benefits and severance payments.
Litigation
The Company is involved in legal actions which arise in the ordinary course
of its business. Although the outcomes of any such legal actions cannot be
predicted, in the opinion of management, the resolution of any currently pending
or threatened actions will not have a material adverse effect upon the
consolidated financial position or results of operations of the Company.
Leases
The Company leases machinery, transportation equipment and office,
warehouse and manufacturing facilities, which are noncancelable and expire at
various dates. Total rental expense for all operating leases for 1998 (stub
period), 1999 and 2000 was $0.9 million, $1.5 million and $2.5 million,
respectively.
Future minimum annual lease payments under these noncancellable operating
leases at December 30, 2000 are as follows (in thousands):
2001........................................................ $2,248
2002........................................................ 1,935
2003........................................................ 1,060
2004........................................................ 494
2005........................................................ 340
Thereafter.................................................. 26
------
Total............................................. $6,103
======
None of the leases include contingent rental provisions.
F-18
89
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998 (STUB PERIOD), 1999, 2000
Employee Benefit Plans
Deltak maintains a profit-sharing plan for employees. Deltak's expense for
this plan totaled $1.0 million, $1.2 million and $1.3 million for 1998 (stub
period), 1999 and 2000, respectively. In addition to the Deltak profit-sharing
plan, GEEG maintains a 401(k) plan covering substantially all of Deltak and
Braden's employees. Expense for the GEEG 401(k) plan for 1998 (stub period),
1999 and 2000 was $0.5 million, $0.5 million and $0.8 million, respectively.
Braden participates in a defined benefit multi-employer union pension fund
covering all union employees. As required by labor contracts, Braden made
contributions totaling $0.1 million, $0.1 million and $0.2 million for 1998
(stub period), 1999 and 2000, respectively. These contributions are determined
in accordance with the provisions of negotiated labor contracts and generally
are based on the number of hours worked. Braden may be liable for its share of
unfunded vested benefits, if any, related to the union pension fund. Information
from the union pension fund's administrators indicates there are no unfunded
vested benefits.
10. SUPPLEMENTAL CASH FLOW INFORMATION
Changes in current operating items, net of working capital acquired, were
as follows:
1998
(STUB PERIOD) 1999 2000
------------- -------- --------
(IN THOUSANDS)
Accounts receivable.................................. $(10,885) $(17,066) $(13,661)
Inventories.......................................... (106) (2,371) (235)
Costs and estimated earnings in excess of billings... (1,786) (8,126) (43,415)
Accounts payable..................................... 2,920 3,159 19,179
Accrued expenses and other........................... 3,404 5,050 5,379
Billing in excess of costs and estimated billings.... 8,730 35,309 60,479
-------- -------- --------
$ 2,277 $ 15,955 $ 27,726
======== ======== ========
Supplemental cash flow disclosures are as follows:
1998
(STUB PERIOD) 1999 2000
------------- ------ -------
(IN THOUSANDS)
Cash paid during the year for:
Interest.......................................... $2,388 $3,810 $ 8,811
Income taxes...................................... -- 919 590
Noncash transactions:
Recapitalization rollover equity.................. -- -- 20,400
Units issued as debt discount..................... -- -- 7,708
Note issued for CFI net assets.................... -- -- 5,500
Common and preferred units issued for CFI net
assets......................................... -- -- 2,000
11. SEGMENT INFORMATION
The "management approach" called for by Statement of Financial Accounting
Standards No. 131, "Disclosures about Segments of an Enterprise and Related
Information" (SFAS 131) has been used by GEEG management to present the segment
information which follows. GEEG considered the way its management team organizes
its operations for making operating decisions and assessing performance and
F-19
90
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998 (STUB PERIOD), 1999, 2000
considered which components of its enterprise have discrete financial
information available. Management makes decisions using a product group focus
and its analysis resulted in two operating segments, Heat Recovery Equipment and
Auxiliary Power Equipment. The Company evaluates performance based on net income
or loss not including certain items as noted below.
Accounting policies used by the segments are the same as those described in
Note 2. Intersegment sales were not significant. Corporate assets consist
primarily of cash and debt issuance costs. Capital expenditures do not include
amounts arising from the acquisition of businesses. Expenses associated with the
Recapitalization (see Note 3) have not been allocated. Interest income has not
been allocated as cash management activities are handled at a corporate level.
The following table presents information about segment income (loss) and
assets:
HEAT AUXILIARY
RECOVERY POWER
1998 (STUB PERIOD) EQUIPMENT EQUIPMENT
------------------ --------- ---------
(IN THOUSANDS)
Revenues............................................... $ 63,885 $ 34,478
Interest expense....................................... 1,961 1,041
Depreciation and amortization.......................... 1,060 528
Income tax expense..................................... 79 97
Net income............................................. 2,780 822
Assets................................................. 70,983 31,600
Capital expenditures................................... 621 444
1999
----
Revenues............................................... $185,574 $ 89,625
Interest expense....................................... 1,589 2,543
Depreciation and amortization.......................... 1,876 1,080
Income tax expense..................................... 788 299
Net income............................................. 13,551 6,658
Assets................................................. 68,639 53,073
Capital expenditures................................... 1,003 1,372
2000
----
Revenues............................................... $258,644 $157,947
Interest expense....................................... 4,953 8,453
Depreciation and amortization.......................... 1,937 1,421
Income tax benefit..................................... (182) (251)
Net income............................................. 18,351 12,175
Assets................................................. 128,029 97,025
Capital expenditures................................... 1,046 1,141
F-20
91
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998 (STUB PERIOD), 1999, 2000
The following tables present information which reconciles segment
information to consolidated totals:
1998
(STUB PERIOD) 1999 2000
------------- ------------ ------------
(IN THOUSANDS)
Income (Loss) From Continuing Operations
Total segment income......................... $ 3,602 $ 20,209 $ 30,526
Unallocated recapitalization charge.......... -- -- (38,114)
Unallocated interest income.................. 36 722 1,237
Other........................................ (252) (546) (897)
-------- -------- --------
Income (loss) before extraordinary item...... $ 3,386 $ 20,385 $ (7,248)
======== ======== ========
DECEMBER 26, DECEMBER 25, DECEMBER 30,
1998 1999 2000
------------ ------------ ------------
(IN THOUSANDS)
Assets
Total segment assets.......................... $102,583 $121,712 $225,054
Corporate cash and cash equivalents........... 5,452 8,812 19,084
Other unallocated amounts..................... 1,281 969 1,555
-------- -------- --------
$109,316 $131,493 $245,693
======== ======== ========
1998
(STUB PERIOD)
---------------------------------------------
SEGMENT CONSOLIDATED
TOTALS ADJUSTMENTS TOTALS
------------- ------------ ------------
(IN THOUSANDS)
Other Significant Items
Interest expense............................. $ 3,002 $ -- $ 3,002
Interest income.............................. -- 36 36
Expenditures for assets...................... 1,065 -- 1,065
Depreciation and amortization................ 1,588 81 1,669
1999
---------------------------------------------
SEGMENT CONSOLIDATED
TOTALS ADJUSTMENTS TOTALS
------------- ------------ ------------
(IN THOUSANDS)
Interest expense............................. $ 4,132 $ -- $ 4,132
Interest income.............................. -- 722 722
Expenditures for assets...................... 2,375 -- 2,375
Depreciation and amortization................ 2,956 110 3,066
2000
---------------------------------------------
SEGMENT CONSOLIDATED
TOTALS ADJUSTMENTS TOTALS
------------- ------------ ------------
(IN THOUSANDS)
Interest expense............................. $ 13,406 $ 6 $ 13,412
Interest income.............................. -- 1,237 1,237
Expenditures for assets...................... 2,187 -- 2,187
Depreciation and amortization................ 3,358 353 3,711
F-21
92
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998 (STUB PERIOD), 1999, 2000
Product Revenues
The following table represents revenues by product group:
1998
(STUB PERIOD) 1999 2000
------------- ------------ ------------
(IN THOUSANDS)
Heat Recovery Equipment segment:
Heat recovery steam generators............. $47,232 $134,036 $219,649
Specialty boilers.......................... 16,653 51,538 38,995
------- -------- --------
63,885 185,574 258,644
------- -------- --------
Auxiliary Power Equipment segment:
Exhaust systems............................ $16,875 $ 54,722 $ 86,228
Inlet systems.............................. 7,313 22,550 52,004
Other...................................... 10,290 12,353 19,715
------- -------- --------
34,478 89,625 157,947
------- -------- --------
$98,363 $275,199 $416,591
======= ======== ========
Geographic Revenues
The following table presents revenues by geographic region:
1998
(STUB PERIOD) 1999 2000
------------- -------- --------
(IN THOUSANDS)
Revenues:
United States.................................. $52,771 $208,016 $380,389
Asia........................................... 5,338 37,037 11,835
Europe......................................... 20,125 17,616 11,632
Other.......................................... 20,129 12,530 12,735
------- -------- --------
$98,363 $275,199 $416,591
======= ======== ========
Management attributed sales to geographic location based on the
customer-determined destination of the delivered product. Substantially all of
the Company's assets are located in the United States.
F-22
93
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1998 (STUB PERIOD), 1999, 2000
12. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
The following is a condensed summary of quarterly results of operations for
1999 and 2000:
NET INCOME BASIC DILUTED
(LOSS) INCOME INCOME
AVAILABLE TO (LOSS) PER (LOSS) PER
GROSS COMMON COMMON COMMON
REVENUES PROFIT UNIT HOLDERS UNIT UNIT
-------- ------- ------------ ----------- -----------
(IN THOUSANDS, EXCEPT PER COMMON UNIT DATA)
1999
First quarter................... $ 63,971 $11,246 $ 4,099 $ 0.18 $ 0.15
Second quarter.................. 62,378 9,995 2,955 0.13 0.11
Third quarter................... 55,306 10,718 3,177 0.14 0.11
Fourth quarter.................. 93,544 17,189 9,734 0.43 0.34
2000
First quarter................... $111,083 $18,477 $ 11,116 $ 0.49 $ 0.39
Second quarter.................. 92,898 16,848 9,707 0.43 0.34
Third quarter................... 100,217 16,738 (36,524) (3.63) (3.63)
Fourth quarter.................. 112,393 18,840 3,531 3.15 3.15
F-23
94
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Jason Incorporated Power Generation Division (Predecessor):
We have audited the accompanying consolidated statements of income and
comprehensive income, equity and cash flows of Jason Incorporated Power
Generation Division (Predecessor) for the period from December 27, 1997 through
June 4, 1998. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the 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. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the results of operations and cash flows of Jason
Incorporated Power Generation Division (Predecessor) for the period from
December 27, 1997 through June 4, 1998, in conformity with accounting principles
generally accepted in the United States.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
February 23, 2001
F-24
95
JASON INCORPORATED POWER GENERATION DIVISION (PREDECESSOR)
CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME
FOR THE PERIOD FROM DECEMBER 27, 1997 THROUGH JUNE 4, 1998
(IN THOUSANDS)
Revenues.................................................... $60,881
Cost of sales............................................... 48,529
-------
Gross profit.............................................. 12,352
Selling and administrative expenses......................... 8,787
Amortization expense........................................ 787
-------
Operating income.......................................... 2,778
Interest expense, net....................................... 439
-------
Income before income taxes................................ 2,339
Income tax provision........................................ 996
-------
Net income................................................ 1,343
Foreign currency translation adjustments.................. (568)
-------
Comprehensive income...................................... $ 775
=======
The accompanying notes are an integral part of this consolidated financial
statement.
F-25
96
JASON INCORPORATED POWER GENERATION DIVISION (PREDECESSOR)
CONSOLIDATED STATEMENT OF EQUITY
FOR THE PERIOD FROM DECEMBER 27, 1997 THROUGH JUNE 4, 1998
(IN THOUSANDS)
ACCUMULATED
PARENT OTHER
COMPANY RETAINED COMPREHENSIVE
EQUITY EARNINGS INCOME TOTAL
------- -------- ------------- -------
Balance, December 27, 1997...................... $50,000 $47,382 $ -- $97,382
Net income.................................... -- 1,343 -- 1,343
Foreign currency translation adjustments...... -- -- (568) (568)
------- ------- ----- -------
Balance, June 4, 1998........................... $50,000 $48,725 $(568) $98,157
======= ======= ===== =======
The accompanying notes are an integral part of this consolidated financial
statement.
F-26
97
JASON INCORPORATED POWER GENERATION DIVISION (PREDECESSOR)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM DECEMBER 27, 1997 THROUGH JUNE 4, 1998
(IN THOUSANDS)
Operating activities:
Net income................................................ $ 1,343
Adjustments to reconcile net income to net cash provided
by operating activities --
Depreciation and amortization.......................... 1,517
Deferred income taxes.................................. (458)
Changes in operating items:
Accounts receivable.................................. (1,203)
Due from parent...................................... (3,250)
Inventories.......................................... 361
Costs and estimated earnings in excess of billings... (2,386)
Accounts payable..................................... 3,454
Accrued expenses and other........................... 1,357
Billings in excess of costs and estimated earnings... 833
-------
Net cash provided by operating activities......... 1,568
-------
Investing activities:
Purchases of property, plant and equipment................ (255)
-------
Net increase in cash and cash equivalents......... 1,313
Cash and cash equivalents, beginning of period.............. 618
-------
Cash and cash equivalents, end of period.................... $ 1,931
=======
The accompanying notes are an integral part of this consolidated financial
statement.
F-27
98
JASON INCORPORATED POWER GENERATION DIVISION (PREDECESSOR)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS AND ORGANIZATION
Jason Incorporated Power Generation Division (the Company), is the
predecessor entity to GEEG Holdings, L.L.C. (GEEG). The Company was acquired by
GEEG on June 5, 1998. Prior to the acquisition by GEEG, the Company was a
division of its parent company, Jason Incorporated. The Company designs,
engineers and manufactures heat recovery and auxiliary power equipment. The
Company's corporate headquarters are located in Tulsa, Oklahoma, with operating
facilities in Plymouth, Minnesota; Tulsa, Oklahoma; Fort Smith, Arkansas; and
Heerlen, Netherlands. The Company uses a 52-/53-week fiscal year ending on the
last Saturday in December.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of
the Company, including those of Deltak, L.L.C. (Deltak); Deltak Construction
Services, Inc.; Braden Manufacturing, L.L.C. (Braden); Braden Construction
Services, Inc.; and Braden Europe -- BV. Significant intercompany balances and
transactions have been eliminated in consolidation.
Cash and Cash Equivalents
The Company considers all highly liquid investments which are convertible
into known amounts of cash and have original maturities of three months or less
to be cash equivalents. Cash equivalents consist primarily of investments in
commercial paper. The fair value of cash and cash equivalents is based on quoted
market prices. The fair value at June 4, 1998 approximated the carrying value.
Due from Parent
The Company's parent company, Jason Incorporated, receives the cash
generated from the operations of the business and, in return, pays all
operating, selling, general and administrative expenses on the Company's behalf.
As of June 4, 1998, the Company's cash provided to Jason Incorporated exceeded
expenses paid by Jason Incorporated by approximately $69.8 million.
Inventories
Inventories primarily consist of raw materials and are stated at the lower
of first-in, first-out cost or market.
Property, Plant and Equipment
Depreciation is calculated using the straight-line method for financial
reporting purposes over the estimated useful lives. Depreciation expense for the
period from December 27, 1997 through June 4, 1998 was $0.7 million.
Goodwill
Goodwill is being amortized over an estimated useful life of 30 years.
Amortization expense for the period from December 27, 1997 through June 4, 1998
was $0.8 million.
F-28
99
JASON INCORPORATED POWER GENERATION DIVISION (PREDECESSOR)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Warranty Costs
The Company typically warrants labor and fabrication for 12 to 18 months
after shipment. Estimated costs of warranty repairs are accrued for each project
and adjusted when specific claims are made or when warranty periods expire.
Income Taxes
For U.S. tax purposes, the Company is reflected as a member of Jason
Incorporated's consolidated group and is included in Jason Incorporated's
consolidated federal income tax return. However, the accompanying tax provision
included in the financial statements has been prepared on a separate return
basis.
The components of the provision for income taxes are as follows (in
thousands):
Current taxes payable
Federal................................................... $1,108
State..................................................... 171
Foreign................................................... 175
Deferred.................................................... (458)
------
Total provision................................... $ 996
======
A reconciliation of the statutory tax rate to the Company's effective tax
rate is as follows:
Federal statutory rate...................................... 34%
State income taxes, net of federal benefit.................. 5
Other....................................................... 4
---
Effective income tax rate......................... 43%
===
Revenue Recognition
The Company recognizes revenues for projects under long-term contracts on
the percentage-of-completion method based on the percentage of actual hours
incurred to date in relation to total estimated hours (internal and
subcontractor) for each contract. Changes in job performance, job conditions,
estimated profitability and final contract settlements may result in revisions
to costs and income, and the effects of such revisions are recognized in the
period the revisions are determined. The Company recognizes revenues for
projects which are not under long-term contracts on the completed-contract
method due to the short-term nature of the product production period. The
Company recognizes service revenue as services are provided. Service revenues
were not significant for the period from December 27, 1997 to June 4, 1998.
Customer Sales
For the period from December 27, 1997 through June 4, 1998, two customers
in aggregate accounted for approximately 26 percent of consolidated revenues.
Foreign Currency
Assets and liabilities of the Company's foreign operations are translated
at year-end exchange rates, and revenues and expenses are translated at average
exchange rates prevailing during the period.
F-29
100
JASON INCORPORATED POWER GENERATION DIVISION (PREDECESSOR)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Translation adjustments are recorded as a separate component of equity and other
comprehensive income in the accompanying consolidated financial statements.
Gains and losses from foreign currency transactions are included in earnings.
Such gains and losses were not significant during the period.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States 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. The most significant estimates relate to projected
total costs of projects, including warranty and contingency costs, and the
percentage of completion on contract accounting. Ultimate results could differ
from those estimates.
3. PARENT COMPANY ALLOCATIONS
The Company's financial statements reflect all of its costs of doing
business. These costs include certain expenses that have been incurred by the
parent on the Company's behalf, such as incentive compensation, accounting and
legal services, depreciation and interest. Incentive compensation expenses were
allocated specifically by employee of the Company. All other expenses were
allocated to all segments of the parent company in a manner which management
believes to be a reasonable approximation of actual costs that would have been
incurred if the Company were a stand alone entity. Interest expense of $0.4
million was allocated to the Company based upon capital employed.
4. EQUITY
As part of its purchase, Jason Incorporated capitalized the Company with an
investment of $50.0 million in the Jason Incorporated Power Generation Division.
As of June 4, 1998, no other equity instruments have been issued.
5. COMMITMENTS AND CONTINGENCIES
Litigation
The Company is involved in legal actions which arise in the ordinary course
of its business. Although the outcomes of any such legal actions cannot be
predicted, in the opinion of management, the resolution of any currently pending
or threatened actions will not have a material adverse effect upon the
consolidated financial position or results of operations of the Company.
Leases
The Company leases machinery, transportation equipment, and office,
warehouse and manufacturing facilities which are noncancelable and expire at
various dates. Total rental expense for all operating leases for the period from
December 27, 1997 through June 4, 1998 was $0.8 million.
F-30
101
JASON INCORPORATED POWER GENERATION DIVISION (PREDECESSOR)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Future minimum annual lease payments under these noncancellable operating
leases at June 4, 1998 are as follows (in thousands):
1998........................................................ $ 745
1999........................................................ 1,292
2000........................................................ 1,231
2001........................................................ 867
2002 and thereafter......................................... 725
------
Total............................................. $4,860
======
Employee Benefit Plans
Deltak maintains a profit-sharing plan for employees. Expenses for this
plan recorded by Deltak totaled $0.5 million for the period from December 27,
1997 through June 4, 1998. In addition to the Deltak profit-sharing plan, Deltak
and Braden each participate in the parent company's 401(k) plan covering
substantially all of Deltak and Braden's employees. Expense for the parent
company's 401(k) plan for the period from December 27, 1997 through June 4, 1998
was $0.1 million.
Braden participates in a defined benefit multi-employer union pension fund
covering all union employees. As required by labor contracts, Braden made
contributions totaling $0.1 million for the period from December 27, 1997
through June 4, 1998. These contributions are determined in accordance with the
provisions of negotiated labor contracts and generally are based on the number
of hours worked. Braden may be liable for its share of unfunded vested benefits,
if any, related to the union pension fund. Information from the union pension
fund's administrators indicates there are no unfunded vested benefits.
6. SEGMENT INFORMATION
The "management approach" called for by Statement of Financial Accounting
Standards No. 131, "Disclosures about Segments of an Enterprise and Related
Information" (SFAS 131) has been used by Company management to present the
segment information which follows. The Company considered the way its management
team organizes its operations for making operating decisions and assessing
performance and considered which components of its enterprise have discrete
financial information available. Management makes decisions using a product
group focus and its analysis resulted in two operating segments, Heat Recovery
Equipment and Auxiliary Power Equipment. The Company evaluates performance based
on net income or loss not including certain nonrecurring items.
Accounting policies used by the segments are the same as those described in
Note 2. Intersegment sales were not significant. Capital expenditures do not
include amounts arising from the acquisition of businesses. Interest expense has
been allocated consistent with the policies described in Note 3.
F-31
102
JASON INCORPORATED POWER GENERATION DIVISION (PREDECESSOR)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following table presents information about segment income and assets
for the period from December 27, 1997 through June 4, 1998:
HEAT RECOVERY AUXILIARY POWER
EQUIPMENT EQUIPMENT
------------- ---------------
(IN THOUSANDS)
Revenues............................................... $38,664 $22,217
Interest expense....................................... 236 203
Depreciation and amortization.......................... 660 857
Income tax expense..................................... 547 449
Net income............................................. 895 448
Assets................................................. 84,182 52,304
Capital expenditures (disposals)....................... 285 --
Product Revenues
The following table represents revenues by product group for the period
from December 27, 1997 through June 4, 1998 (in thousands):
Heat Recovery Equipment segment:
Heat recovery steam generators............................ $25,022
Specialty boilers......................................... 13,642
-------
38,664
-------
Auxiliary Power Equipment segment:
Exhaust systems........................................... $11,288
Inlet systems............................................. 8,832
Other..................................................... 2,097
-------
22,217
-------
$60,881
=======
Geographic Revenues
The following table presents revenues by geographic region for the period
from December 27, 1997 through June 4, 1998 (in thousands):
Revenues:
United States............................................. $33,383
Europe.................................................... 10,904
Asia...................................................... 5,458
Other..................................................... 11,136
-------
$60,881
=======
Management attributed sales to geographic location based on the
customer-determined destination of the delivered product. Substantially all of
the Company's assets are located in the United States.
F-32
103
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
7,350,000 Shares
GLOBAL POWER EQUIPMENT GROUP INC.
Common Stock
PROSPECTUS
, 2001
Joint Book-Running Managers
CREDIT SUISSE FIRST BOSTON SALOMON SMITH BARNEY
------------------
DEUTSCHE BANC ALEX. BROWN
RAYMOND JAMES
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
104
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses payable in connection with the issuance and distribution of
the common stock being registered (other than underwriting discount) are as
follows:*
SEC registration fee........................................ $ 38,036.25
National Association of Securities Dealers fee.............. 15,710.50
New York Stock Exchange listing fee......................... 160,000.00
Printing and engraving expenses............................. 275,000.00
Accounting fees and expenses................................ 1,500,000.00
Legal fees and expenses..................................... 900,000.00
Transfer agent's fees and expenses.......................... 5,000.00
Miscellaneous expenses...................................... 6,253.25
-------------
Total expenses.............................................. $2,900,000.00
=============
---------------
* The foregoing items, except for the Securities and Exchange Commission and
National Association of Securities Dealers fees, are estimated. All expenses
will be borne by Global Power Equipment Group Inc.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The information below briefly outlines the provisions of Sections 102(b)(7)
and 145 of the General Corporation Law of the State of Delaware, Article IX of
our Certificate of Incorporation and Article IV of our By-Laws. For more
information, you may review the provisions of our Certificate of Incorporation
and By-Laws that we filed with the SEC.
ELIMINATION OF LIABILITY
Section 102(b)(7) of Delaware's corporation law gives each Delaware
corporation the power to eliminate or limit its directors' personal liability to
the corporation or its stockholders for monetary damages for certain breaches of
fiduciary duty as a director, except:
- for any breach of the director's duty of loyalty to the corporation or
its stockholders;
- for acts or omissions not in good faith, or which involve intentional
misconduct or a knowing violation of the law;
- under Section 174 of Delaware's corporation law (providing for liability
of directors for the unlawful payment of dividends or unlawful stock
purchases or redemptions); or
- for any transaction from which a director derived an improper personal
benefit.
You should know that our Certificate of Incorporation eliminates the
personal liability of our directors to the fullest extent permitted by Section
102(b)(7) of Delaware's corporation law.
INDEMNIFICATION
Section 145 of Delaware's corporation law grants each Delaware corporation
the power to indemnify its directors and officers against liability for certain
of their acts.
Article IV of our By-Laws provides that we shall, to the full extent
permitted by law, indemnify each person who is or was a director, officer,
employee or agent of our company and may indemnify each person
II-1
105
who is or was serving at our request as a director, officer, employee or agent
of or participant in another corporation or of a partnership, joint venture,
trust or other enterprise.
As permitted by Section 102(b)(7) of Delaware's corporation law, Article IX
of our certificate of incorporation provides that a director of our company will
not be personally liable to us or our stockholders for monetary damages for
breach of fiduciary duty as a director, except for (i) for any breach of the
director's duty of loyalty to us or our stockholders, (ii) for act or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of the law, (iii) under Section 174 of Delaware's corporation law or (iv) for
any transaction from which the director derived an improper personal benefit.
Article IX also provides that we will indemnify officers, directors, employees
and agents of our company to the fullest extent permitted under Delaware's
corporation law and advance expenses incurred by such directors, officers,
employees and agents in relation to any action, suit or proceeding.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, we have issued the securities set forth below
which were not registered under the Securities Act. Where appropriate, the
issuances described below relate to membership units issued by GEEG Holdings,
L.L.C., our predecessor, and have not been adjusted for the reorganization
transaction.
In connection with its initial capitalization and its acquisition of the
power generation division of Jason Incorporated, GEEG Holdings, L.L.C. issued
preferred units and senior and junior common units to SMC Power Holdings LLC, WB
Holding Corp., Paribas Principal Incorporated, Indosuez GEEG Partners and
certain members of its management. GEEG Holdings, L.L.C. received $9.0 million
in exchange for 90,000 preferred units, $1.18 million in exchange for 71,253.34
senior common units and $10,400 in exchange for 10,400 junior units. All of the
above sales of equity interests were made in reliance on the exemption from
registration under Section 4(2) of the Securities Act as transactions not
involving a public offering. The recipients of the securities were accredited
investors.
In addition, GEEG Holdings, L.L.C. issued warrants to purchase 3,133.33
senior units to Credit Agricole Indosuez and warrants to purchase 5,013.33
senior units to Paribas Capital Funding in connection with its 1998 Senior
Subordinated Loan Agreement, which was paid off as part of the August 2000
recapitalization. The issuance of the warrants was made in reliance on the
exemption from registration under Section 4(2) of the Securities Act as
transactions not involving a public offering. The recipients of the securities
were accredited investors.
The GEEG Holdings, L.L.C. preferred units outstanding prior to the August
2000 recapitalization were redeemed for $9.93 million in 1999.
GEEG Holdings, L.L.C. repurchased certain of its outstanding senior and
junior common units, as well as all of its warrants, in connection with its
August 2000 recapitalization. The remaining common units were retained and
converted into 183,600 preferred units and 204,000.0 common units, having an
aggregate value of $18.4 million and $2.0 million respectively after the August
2000 recapitalization. These transactions were made in reliance on the exemption
from registration under Section 4(2) of the Securities Act as transactions not
involving a public offering. The recipients of the securities were accredited
investors.
Also in connection with the August 2000 recapitalization, GEEG Holdings,
L.L.C. issued 558,517.74 preferred units to GEEG Acquisition Holdings Corp. and
248,850.00 preferred units to GEEG Acquisition Holdings L.L.C. In addition, GEEG
Holdings, L.L.C. also issued 620,575.3 class A common units to GEEG Acquisition
Holdings Corp. and 276,500.0 class A common units to GEEG Acquisition Holdings
L.L.C. All of the above issuances of equity interests were made in reliance on
the exemption from registration under Section 4(2) of the Securities Act as
transactions not involving a public offering. The recipients of the securities
were accredited investors.
In October 2000, in connection with the acquisition of CFI Holdings, Inc.,
GEEG Holdings, L.L.C. issued 18,000 preferred units and 2,000 common units,
representing $1.8 million and $200,000 of the
II-2
106
purchase price, respectively, to the two stockholders of CFI Holdings, Inc. All
of the above issuances of equity interests were made in reliance on the
exemption from registration under Section 4(2) of the Securities Act as
transactions not involving a public offering. The recipients of the securities
were accredited investors.
From time to time, GEEG Holdings, L.L.C. granted options to purchase equity
interests in GEEG Holdings, L.L.C. through (1) its 1998 option plan and 1998
non-employee director option plans, both of which were terminated and all
options issued pursuant thereto were redeemed as part of the August 2000
recapitalization, and (2) its 2000 option plan, which will be assumed upon
completion of the reorganization transaction and the common units available for
option grants under the 2000 option plan will be replaced by shares of our
common stock with the same economic value as of the completion of the
reorganization transaction. As of March 31, 2001, there were outstanding options
to purchase an aggregate of 103,889.3 common units of GEEG Holdings, L.L.C., at
an exercise price of $10.00 per unit. We will assume these options upon
completion of the reorganization transaction and convert them into economically
equivalent options to purchase our common stock. These issuances of options to
directors, officers and employees were made pursuant to Rule 701 of the
Securities Act.
Immediately prior to the closing of this offering, we will issue:
- 16,757,485 shares of our common stock to the holders of the outstanding
preferred and common units of GEEG Holdings, L.L.C. in exchange for those
units; and
- 20,735,779 shares of our common stock to GEEG Acquisition Holdings Corp.,
a member of GEEG Holdings, L.L.C., in exchange for its contribution to us
of substantially all of its assets.
In the aggregate, we will issue approximately 37,493,264 shares of common
stock in connection with this reorganization transaction. The issuance of our
common stock upon contribution by the members of GEEG Holdings, L.L.C. of the
equity interests, or of GEEG Acquisition Holdings Corp.'s assets and
liabilities, as the case may be, will be made in reliance on the exemption from
registration under Section 4(2) of the Securities Act of 1933 as a transaction
not involving a public offering and the recipients of the securities will be
accredited investors.
II-3
107
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits:
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
1.1* Form of Underwriting Agreement.
2.1** Purchase Agreement, dated as of June 5, 1998, by and between
Global Energy Equipment Group, L.L.C., GEEG, Inc., Jason
Incorporated, Braden Nevada, Inc., Deltak Nevada, Inc.,
Jason Nevada, Inc., Deltak, L.L.C. and Braden Manufacturing
L.L.C.
2.2** Agreement and Plan of Merger, dated as of July 14, 2000,
among Saw Mill Investments LLC, GEEG Holdings, L.L.C., GEEG
Acquisition Holdings Corp. and GEEG Acquisition, L.L.C.
2.3** First Amendment to the Agreement and Plan of Merger, dated
as August 1, 2000, among Saw Mill Investments LLC, GEEG
Holdings, L.L.C., GEEG Acquisition Holdings Corp. and GEEG
Acquisition, L.L.C.
3.1(a)** Certificate of Incorporation of Global Power Equipment Group
Inc. filed with the Secretary of State of the State of
Delaware, as amended (to be replaced by exhibit 3.1(b) upon
the closing of this offering).
3.1(b)*** Form of Amended and Restated Certificate of Incorporation of
Global Power Equipment Group Inc. (to be effective upon the
closing of this offering).
3.2(a)** By-Laws of Global Power Equipment Group Inc. (to be replaced
by exhibit 3.2(b) upon the closing of this offering).
3.2(b)*** Form of Amended and Restated By-Laws of Global Power
Equipment Group Inc. (to be effective upon the closing of
this offering).
4.1* Form of specimen stock certificate.
5.1* Opinion of White & Case LLP regarding the legality of the
offering.
10.1** Acquisition Agreement, dated as of October 31, 2000, by and
among GEEG Holdings, L.L.C., CFI Holdings, Inc., John L.
McSweeney and Truman W. Bassett.
10.2** Management Agreement, dated as of August 1, 2000, by and
between Harvest Partners, Inc. and Global Energy Equipment
Group, L.L.C.
10.3*** Form of Amendment to Management Agreement by and between
Harvest Partners, Inc. and Global Energy Equipment Group,
L.L.C., to be entered into in connection with the
reorganization transaction.
10.4** Indemnity Escrow Agreement, dated as of October 31, 2000,
among GEEG Holdings, L.L.C., John L. McSweeney, Truman W.
Bassett and United States Trust Company of New York.
10.5** Purchase Price Escrow Agreement, dated as of October 31,
2000, among GEEG Holdings, L.L.C., John L. McSweeney, Truman
W. Bassett and United States Trust Company of New York.
10.6** Employment Agreement, dated August 1, 2000, by and among
GEEG Holdings, L.L.C., Braden Manufacturing, L.L.C. and
Larry D. Edwards.
10.7** Employment Agreement, dated August 1, 2000, by and among
GEEG Holdings, L.L.C., Deltak, L.L.C., and Michael H.
Hackner.
10.8** Employment Agreement, dated August 1, 2000, by and among
GEEG Holdings L.L.C., Deltak, L.L.C. and Gary Obermiller.
10.9** Employment Agreement dated August 1, 2000, by and among GEEG
Holdings, L.L.C., Braden Manufacturing, L.L.C. and Gene F.
Schockemoehl.
II-4
108
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
10.10** Employment Agreement, dated August 1, 2000, by and among
GEEG Holdings, L.L.C., Braden Manufacturing, L.L.C. and
James P. Wilson.
10.11** Form of 2001 Management Incentive Compensation Plan.
10.12** GEEG Holdings, L.L.C. 2000 Option Plan.
10.13** Promissory Note dated October 31, 2000 from CFI Holdings,
Inc. to John L. McSweeney in a stated amount of $2,750,000.
10.14** Promissory Note dated October 31, 2000 from CFI Holdings,
Inc. to Truman W. Bassett in a stated amount of $2,750,000.
10.15*** Form of Exchange Agreement by and among the members of GEEG
Holdings, L.L.C. and Global Power Equipment Group Inc. to be
entered into in connection with the reorganization
transaction.
10.16* Global Power Equipment Group Inc. 2001 Stock Option Plan.
10.17*** Form of Registration Rights Agreement among Global Power
Equipment Group Inc. and its shareholders to be entered into
in connection with the reorganization transaction.
10.18* Form of Amended and Restated Credit Facility to be entered
into in connection with the reorganization transaction.
10.19** Senior Subordinated Loan Agreement, dated as of August 1,
2000 among Global Energy Equipment Group, L.L.C. and the
lenders party thereto.
21.1** List of Subsidiaries (upon the closing of this offering).
23.1*** Consent of Arthur Andersen LLP
23.2* Consent of White & Case LLP (included in Exhibit 5.1
hereto).
24.1** Power of Attorney
---------------
* To be filed by amendment.
** Previously filed.
*** Filed herewith.
(b) Consolidated Financial Statement Schedules
Report of Independent Public Accountants
Schedule I -- GEEG Holdings, L.L.C. and Subsidiaries --
Schedules of Valuation and Qualifying Accounts
Schedule II -- Jason Incorporated Power Generation Division (Predecessor) --
Schedule of Valuation and Qualifying Accounts
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes to provide to the underwriters
at the closing specified in the Underwriting Agreements certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
II-5
109
the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
The Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of the Registration
Statement as of the time it was declared effective.
(2) For purposes of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
II-6
110
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Tulsa, Oklahoma on
April 24, 2001.
GLOBAL POWER EQUIPMENT GROUP INC.
By: /s/ LARRY EDWARDS
------------------------------------
Larry Edwards
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons (who
include a majority of the Board of Directors) in the capacities and on the dates
indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ LARRY EDWARDS President, Chief Executive April 24, 2001
--------------------------------------------------- Officer and Director (Principal
Larry Edwards Executive Officer)
/s/ MICHAEL HACKNER Treasurer (Principal Financial April 24, 2001
--------------------------------------------------- and Accounting Officer)
Michael Hackner
/s/ STEPHEN EISENSTEIN Director April 24, 2001
---------------------------------------------------
Stephen Eisenstein
II-7
111
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To GEEG Holdings, L.L.C.:
We have audited, in accordance with auditing standards generally accepted
in the United States, the consolidated financial statements of GEEG Holdings,
L.L.C. included in this registration statement and have issued our report dated
February 16, 2001. Our audit was made for the purpose of forming an opinion on
the basic consolidated financial statements taken as a whole. The schedules of
valuation and qualifying accounts are the responsibility of GEEG Holdings,
L.L.C. management and is presented for purposes of complying with the Securities
and Exchange Commission rules and is not part of the basic consolidated
financial statements. These schedules have been subjected to the auditing
procedures applied in the audit of the basic consolidated financial statements
and, in our opinion, fairly state in all material respects the financial data
required to be set forth therein in relation to the basic consolidated financial
statements taken as a whole.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
February 16, 2001
S-1
112
GEEG HOLDINGS, L.L.C. AND SUBSIDIARIES
SCHEDULES OF VALUATION AND QUALIFYING ACCOUNTS
1988 (STUB PERIOD), 1999, 2000
BALANCE CHARGES TO BALANCE
AT BEGINNING COSTS AND AT END
DESCRIPTION OF PERIOD EXPENSES(A) WRITE-OFFS(B) OF PERIOD
----------- ------------ ----------- ------------- ---------
(IN THOUSANDS)
For the period from June 5, 1998 (inception)
through December 26, 1998:
Allowance for doubtful accounts............ $1,710 $ (96) $ 165 $1,779
For the year ended December 25, 1999:
Allowance for doubtful accounts............ 1,779 (202) (592) 985
For the year ended December 30, 2000:
Allowance for doubtful accounts............ 985 806 50 1,841
---------------
(a) No amounts were charged to other accounts in any period.
(b) Amounts are net of recoveries of $206, $270 and $64 for 1998 (stub period),
1999 and 2000, respectively.
S-2
113
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Jason Incorporated Power Generation Division (Predecessor):
We have audited, in accordance with auditing standards generally accepted
in the United States, the consolidated financial statements of Jason
Incorporated Power Generation Division (Predecessor) included in this
registration statement and have issued our report dated February 23, 2001. Our
audit was made for the purpose of forming an opinion on the basic consolidated
financial statements taken as a whole. The schedule of valuation and qualifying
accounts is the responsibility of the Jason Incorporated Power Generation
Division (Predecessor) management and is presented for purposes of complying
with the Securities and Exchange Commission rules and is not part of the basic
consolidated financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the basic consolidated financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
February 23, 2001
S-3
114
JASON INCORPORATED POWER GENERATION DIVISION (PREDECESSOR)
SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS
BALANCE CHARGES TO BALANCE
AT BEGINNING COSTS AND AT END
DESCRIPTION OF PERIOD EXPENSES(A) WRITE-OFFS(B) OF PERIOD
----------- ------------ ----------- ------------- ---------
(IN THOUSANDS)
For the period from December 27, 1997 through
June 4, 1998:
Allowance for doubtful accounts............ $1,105 $649 $(44) $1,710
---------------
(a) No amounts were charged to other accounts.
(b) Amount is net of recoveries of $19 for the period from December 27, 1997
through June 4, 1998.
S-4
115
EXHIBIT INDEX
(a) Exhibits:
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
1.1* Form of Underwriting Agreement.
2.1** Purchase Agreement, dated as of June 5, 1998, by and between
Global Energy Equipment Group, L.L.C., GEEG, Inc., Jason
Incorporated, Braden Nevada, Inc., Deltak Nevada, Inc.,
Jason Nevada, Inc., Deltak, L.L.C. and Braden Manufacturing
L.L.C.
2.2** Agreement and Plan of Merger, dated as of July 14, 2000,
among Saw Mill Investments LLC, GEEG Holdings, L.L.C., GEEG
Acquisition Holdings Corp. and GEEG Acquisition, L.L.C.
2.3** First Amendment to the Agreement and Plan of Merger, dated
as August 1, 2000, among Saw Mill Investments LLC, GEEG
Holdings, L.L.C., GEEG Acquisition Holdings Corp. and GEEG
Acquisition, L.L.C.
3.1(a)** Certificate of Incorporation of Global Power Equipment Group
Inc. filed with the Secretary of State of the State of
Delaware, as amended (to be replaced by exhibit 3.1(b) upon
the closing of this offering).
3.1(b)*** Form of Amended and Restated Certificate of Incorporation of
Global Power Equipment Group Inc. (to be effective upon the
closing of this offering).
3.2(a)** By-Laws of Global Power Equipment Group Inc. (to be replaced
by exhibit 3.2(b) upon the closing of this offering).
3.2(b)*** Form of Amended and Restated By-Laws of Global Power
Equipment Group Inc. (to be effective upon the closing of
this offering).
4.1* Form of Specimen Stock Certificate
5.1* Opinion of White & Case LLP regarding the legality of the
offering.
10.1** Acquisition Agreement, dated as of October 31, 2000, by and
among GEEG Holdings, L.L.C., CFI Holdings, Inc., John L.
McSweeney and Truman W. Bassett.
10.2** Management Agreement by and between Harvest Partners, Inc.
and Global Energy Equipment Group, L.L.C.
10.3*** Form of Amendment to Management Agreement by and between
Harvest Partners, Inc. and Global Energy Equipment Group,
L.L.C. to be entered into in connection with the
reorganization transaction.
10.4** Indemnity Escrow Agreement, dated as of October 31, 2000,
among GEEG Holdings, L.L.C., John L. McSweeney, Truman W.
Bassett and United States Trust Company of New York.
10.5** Purchase Price Escrow Agreement, dated as of October 31,
2000, among GEEG Holdings, L.L.C., John L. McSweeney, Truman
W. Bassett and United States Trust Company of New York.
10.6** Employment Agreement, dated August 1, 2000, by and among
GEEG Holdings, L.L.C., Braden Manufacturing, L.L.C. and
Larry D. Edwards.
10.7** Employment Agreement, dated August 1, 2000, by and among
GEEG Holdings, L.L.C., Deltak, L.L.C., and Michael H.
Hackner.
10.8** Employment Agreement, dated August 1, 2000, by and among
GEEG Holdings L.L.C., Deltak, L.L.C. and Gary Obermiller.
10.9** Employment Agreement dated August 1, 2000, by and among GEEG
Holdings, L.L.C., Braden Manufacturing, L.L.C. and Gene F.
Schockemoehl.
116
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
10.10** Employment Agreement, dated August 1, 2000, by and among
GEEG Holdings, L.L.C., Braden Manufacturing, L.L.C. and
James P. Wilson.
10.11** Form of 2001 Management Incentive Compensation Plan.
10.12** GEEG Holdings, L.L.C. 2000 Option Plan.
10.13** Promissory Note dated October 31, 2000 from CFI Holdings,
Inc. to John L. McSweeney in a stated amount of $2,750,000.
10.14** Promissory Note dated October 31, 2000 from CFI Holdings,
Inc. to Truman W. Bassett in a stated amount of $2,750,000.
10.15*** Form of Exchange Agreement by and among the members of GEEG
Holdings, L.L.C. and Global Power Equipment Group Inc. to be
entered into in connection with the reorganization
transaction.
10.16* Global Power Equipment Group Inc. 2001 Stock Option Plan.
10.17*** Form of Registration Rights Agreement among Global Power
Equipment Group Inc. and its shareholders to be entered into
in connection with the reorganization transaction.
10.18* Form of Amended and Restated Credit Senior Facility to be
entered into in connection with the reorganization
transaction.
10.19** Senior Subordinated Loan Agreement, dated as of August 1,
2000 among Global Energy Equipment Group, L.L.C. and the
lenders party thereto.
21.1** List of Subsidiaries (upon closing of this offering).
23.1*** Consent of Arthur Andersen LLP
23.2* Consent of White & Case LLP (included in Exhibit 5.1
hereto).
24.1** Power of Attorney
---------------
* To be filed by amendment.
** Previously filed
***Filed herewith.
(b) Consolidated Financial Statement Schedules:
Report of Independent Public Accountants
Schedule I -- GEEG Holdings, L.L.C. and Subsidiaries -- Schedules of
Valuation and Qualifying Accounts
Schedule II -- Jason Incorporated Power Generation Division
(Predecessor) -- Schedule of Valuation and Qualifying
Accounts