filings.toolsItem 16. FORM 10-K SUMMARY
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Item 16. FORM 10-K SUMMARY
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Gardner Denver Holdings, Inc. | ||
|---|---|---|
| By: | /s/ Vicente Reynal | |
| Name: Vicente Reynal | ||
| Title: Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on the 16th day of February 2018 by the following persons on behalf of the registrant and in the capacities indicated.
| Signature | Capacity | |
|---|---|---|
| /s/ Vicente Reynal | Chief Executive Officer and Director | |
| Vicente Reynal | (principal executive officer) | |
| /s/ Philip T. Herndon | Vice President and Chief Financial Officer | |
| Philip T. Herndon | (principal financial officer) | |
| /s/ Mark R. Sweeney | Vice President, Chief Accounting Officer and Corporate Controller | |
| Mark R. Sweeney | (principal accounting officer) | |
| /s/ Peter Stavros | Director | |
| Peter Stavros | ||
| /s/ Brandon F. Brahm | Director | |
| Brandon F. Brahm | ||
| /s/ William P. Donnelly | Director | |
| William P. Donnelly | ||
| /s/ John Humphrey | Director | |
| John Humphrey | ||
| /s/ William E. Kassling | Director | |
| William E. Kassling | ||
| /s/ Michael V. Marn | Director | |
| Michael V. Marn | ||
| /s/ Nickolas Vande Steeg | Director | |
| Nickolas Vande Steeg | ||
| /s/ Joshua T. Weisenbeck | Director | |
| Joshua T. Weisenbeck |
SCHEDULE 1 – GARDNER DENVER HOLDINGS, INC
(PARENT COMPANY ONLY)
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
| For the Years Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | 2015 | ||||||||||
| Revenues | $ | - | $ | - | $ | - | ||||||
| Cost of sales | - | - | - | |||||||||
| Gross Profit | - | - | - | |||||||||
| Operating costs | 19.5 | 12.9 | 7.4 | |||||||||
| Other operating expense, net | 175.0 | - | - | |||||||||
| Operating Loss | (194.5 | ) | (12.9 | ) | (7.4 | ) | ||||||
| Interest income | 20.7 | - | - | |||||||||
| Other income, net | - | - | - | |||||||||
| Loss Before Income Taxes | (173.8 | ) | (12.9 | ) | (7.4 | ) | ||||||
| Income tax benefit | (16.1 | ) | (4.5 | ) | (2.5 | ) | ||||||
| Loss of Parent Company | (157.7 | ) | (8.4 | ) | (4.9 | ) | ||||||
| Equity in undistributed income (loss) of subsidiaries | 176.1 | (28.2 | ) | (346.3 | ) | |||||||
| Net Income (Loss) | 18.4 | (36.6 | ) | (351.2 | ) | |||||||
| Other comprehensive income (loss) | 142.6 | (76.8 | ) | (130.3 | ) | |||||||
| Comprehensive Income (Loss) | $ | 161.0 | $ | (113.4 | ) | $ | (481.5 | ) |
SCHEDULE 1 – GARDNER DENVER HOLDINGS, INC
(PARENT COMPANY ONLY)
BALANCE SHEETS
(Dollars in millions)
| As of December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 0.2 | $ | 0.3 | ||||
| Total current assets | 0.2 | 0.3 | ||||||
| Equity in net assets of subsidiaries | 605.9 | 276.9 | ||||||
| Intercompany receivables | 865.1 | - | ||||||
| Deferred tax assets | 22.2 | 7.0 | ||||||
| Total assets | $ | 1,493.4 | $ | 284.2 | ||||
| Liabilities and Stockholders' Equity | ||||||||
| Intercompany payables | $ | - | $ | 18.2 | ||||
| Other liabilities | 16.6 | 0.1 | ||||||
| Total liabilities | 16.6 | 18.3 | ||||||
| Stockholders' equity: | ||||||||
| Common stock, $0.01 par value; 1,000,000,000 shares authorized;198,377,237 and 150,552,360 shares issued at December 31, 2017 | 2.0 | 1.5 | ||||||
| Capital in excess of par value | 2,275.4 | 1,222.4 | ||||||
| Accumulated deficit | (577.8 | ) | (596.2 | ) | ||||
| Treasury stock at cost; 2,159,266 and 1,897,454 shares at | ||||||||
| December 31, 2017 and 2016, respectively | (23.0 | ) | (19.4 | ) | ||||
| Accumulated other comprehensive loss | (199.8 | ) | (342.4 | ) | ||||
| Total Gardner Denver Holdings, Inc. stockholders' equity | 1,476.8 | 265.9 | ||||||
| Total liabilities and stockholders' equity | $ | 1,493.4 | $ | 284.2 |
SCHEDULE 1 – GARDNER DENVER HOLDINGS, INC
(PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in millions)
| For the Years Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | 2015 | ||||||||||
| Cash Flows From Operating Activities: | ||||||||||||
| Net cash provided by (used in) operating activities | $ | 9.2 | $ | 11.1 | $ | (2.0 | ) | |||||
| Cash Flows From Investing Activities: | ||||||||||||
| Advances to subsidiaries | (899.3) | - | - | |||||||||
| Net cash used in investing activities | (899.3) | - | - | |||||||||
| Cash Flows From Financing Activities: | ||||||||||||
| Purchases of treasury stock | (3.6 | ) | (14.1 | ) | (2.1 | ) | ||||||
| Proceeds from the issuance of common stock | 893.6 | 3.3 | 4.2 | |||||||||
| Net cash provided by (used in) financing activities | 890.0 | (10.9 | ) | 2.1 | ||||||||
| (Decrease) increase in cash and cash equivalents | (0.1 | ) | 0.2 | 0.0 | ||||||||
| Cash and cash equivalents, beginning of year | 0.3 | 0.1 | 0.0 | |||||||||
| Cash and cash equivalents, end of year | $ | 0.2 | $ | 0.3 | $ | 0.1 |
SCHEDULE I - GARDNER DENVER HOLDINGS, INC.
(PARENT COMPANY ONLY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
- Overview and Basis of Presentation
On July 30, 2013, Gardner Denver, Inc. was acquired by an affiliate of Kohlberg Kravis Roberts & Co. L.P. (“KKR”). The acquisition (also referred to as the “Merger”) was effected by the merger of Renaissance Acquisition Corp. with and into Gardner Denver, Inc., with Gardner Denver, Inc. being the surviving corporation. As a result of the Merger, Gardner Denver, Inc. became a wholly-owned subsidiary of Gardner Denver Holdings, Inc. (formerly Renaissance Parent Corp.)
Gardner Denver Holdings, Inc. Parent Company only financial information has been derived from its consolidated financial statements and should be read in conjunction with the consolidated financial statements included in this report. The accounting policies for the registrant are the same as those described in Note 1 in the section, “Notes to the Consolidated Financial Statements”.
- Subsidiary Transactions
Investment in Subsidiaries
Gardner Denver Holdings, Inc.’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries.
Advances to Subsidiaries
On June 30, 2017, Gardner Denver Holdings Inc, entered into an $899.3 million promissory note receivable from Gardner Denver Inc. The promissory note bears an annual interest rate of 4.5677% and payments are due on last day of December, or the first regular business day immediately following such date, commencing on December 31, 2017. The principal balance may be increased in lieu of payment of interest with the mutual agreement of both the borrower and the lender. Principal shall become due and payable in full on demand.
Dividends and Capital Distributions
There were no dividends received from subsidiaries during the years ended December 31, 2017, 2016 and 2015.
- Debt
A discussion of long-term debt, including the five-year debt maturity schedule, can be found in Note 10 in the section, “Notes to the Consolidated Financial Statements”. Gardner Denver Holdings, Inc. had no long-term debt obligations as of December 31, 2017 and 2016.
- Contingencies
For a summary of contingencies, see Note 18 in the section, “Notes to the Consolidated Financial Statements”.
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