FOSTER WHEELER LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED PRO FORMA BALANCE SHEET
(in thousands of dollars, except share data and per share amounts)
(Unaudited)
June 25, Pro Forma June 25,
2004, As Adjustments 2004, Pro
Reported (1) Forma
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ASSETS
Current Assets:
Cash and cash equivalents $321,829 $(12,680) (2) $309,149
Short-term investments 25,342 - 25,342
Accounts and notes
receivable, net 472,026 - 472,026
Contracts in process and
inventories 146,335 - 146,335
Prepaid, deferred and
refundable income taxes 24,093 - 24,093
Prepaid expenses 28,348 - 28,348
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Total current assets 1,017,973 (12,680) 1,005,293
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Land, buildings and
equipment 605,655 - 605,655
Less accumulated
depreciation 321,118 - 321,118
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Net book value 284,537 - 284,537
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Restricted cash 57,507 - 57,507
Notes and accounts
receivable - long-term 10,879 - 10,879
Investments and advances 100,957 - 100,957
Goodwill, net 51,015 - 51,015
Other intangible assets,
net 69,456 - 69,456
Prepaid pension cost and
related benefit assets 6,903 - 6,903
Asbestos-related insurance
recovery receivable 455,394 - 455,394
Other assets 173,683 (14,125) (3) 159,558
Deferred income taxes 61,656 - 61,656
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TOTAL ASSETS $2,289,960 $(26,805) $2,263,155
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LIABILITIES AND
SHAREHOLDERS' DEFICIT
Current Liabilities:
Current installments on
long-term debt $137,468 $(117,545) (4) $19,923
Accounts payable 243,032 - 243,032
Accrued expenses 337,827 (4,150) (5) 333,677
Estimated costs to complete
long-term contracts 454,551 - 454,551
Advance payments by
customers 74,095 - 74,095
Income taxes 68,041 - 68,041
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Total current liabilities 1,315,014 (121,695) 1,193,319
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Corporate and other debt
less current installment 205,436 72,854 (6) 278,290
Special-purpose project debt
less current installments 112,760 - 112,760
Capital lease obligations 63,882 - 63,882
Deferred income taxes 8,644 - 8,644
Pension, postretirement and
other employee benefits 301,773 - 301,773
Asbestos-related
liability 472,891 - 472,891
Other long-term liabilities
and minority interest 121,029 - 121,029
Subordinated Robbins exit
funding obligations less
current installment 112,418 (91,595) (7) 20,823
Convertible subordinated
notes 210,000 (206,930) (8) 3,070
Subordinated deferrable
interest debentures 175,000 (103,750) (9) 71,250
Deferred accrued interest on
subordinated deferrable
interest debentures 47,714 (28,288)(10) 19,426
Commitments and
contingencies - - -
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TOTAL LIABILITIES 3,146,561 (479,404) 2,667,157
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Shareholders' Deficit:
Preferred stock
$1.00 par value; authorized
- 1,500,000 shares; issued
- none outstanding - 600 (11) 600
Common stock
$1.00 par value; authorized
- 160,000,000 shares;
issued - 40,771,560 shares 40,772 61,243 (11) 102,015
Paid-in capital 201,841 561,336 (11) 763,177
Accumulated deficit (785,517) (170,580)(12) (956,097)
Unearned compensation - - (13) -
Accumulated other
comprehensive loss (313,697) - (313,697)
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TOTAL SHAREHOLDERS'
DEFICIT (856,601) 452,599 (404,002)
----------- ------------ -----------
TOTAL LIABILITIES AND
SHAREHOLDERS' DEFICIT $2,289,960 $(26,805) $2,263,155
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Notes to unaudited condensed consolidated pro forma balance sheet:
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(1) The pro forma balance sheet was prepared using a common share
price of $0.47, which was the closing share price on September 24,
2004. The accounting treatment is dependent, in part, on the
market value of the securities issued in connection with the
exchange and the results of the ongoing subsequent offering
period.
(2) Reflects the payment of estimated transaction costs of $12,660 and
accrued interest of $4,150 due under the senior secured credit
agreement, and on the 2005 senior notes, the convertible
subordinated notes and the subordinated Robbins exit funding
obligations tendered as part of the exchange offer, offset in part
by the proceeds from the Series B notes.
(3) Reflects the net write-off of unamortized issuance costs and bank
fees of $14,125 associated with the senior secured credit
agreement, and the 2005 senior notes, the convertible subordinated
notes and the trust preferred securities tendered as part of the
exchange offer.
(4) Reflects the repayment of current installments due under the
senior secured credit agreement of $115,870 (using the proceeds
from the $120,000 Series B notes issuance) and the extinguishment
of $1,675 of subordinated Robbins exit funding obligations
tendered as part of the exchange offer.
(5) Reflects the payment of accrued interest of $4,150 due under the
senior secured credit agreement, and on the 2005 senior notes, the
convertible subordinated notes and the subordinated Robbins exit
funding obligations tendered as part of the exchange offer.
(6) Reflects the issuance of $120,000 of Series B notes and $141,437
of Series A notes less the extinguishment of $188,583 of 2005
senior notes tendered as part of the exchange offer.
(7) Reflects the extinguishment of $91,595 of subordinated Robbins
exit funding obligations tendered as part of the exchange offer.
(8) Reflects the extinguishment of $206,930 of convertible
subordinated notes tendered as part of the exchange offer.
(9) Reflects the extinguishment of $103,750 of trust preferred
securities tendered as part of the exchange offer.
(10) Reflects the extinguishment of $28,288 of deferred accrued
interest associated with the trust preferred securities tendered
as part of the exchange offer.
(11) Reflects the issuance of common shares and preferred shares in
exchange for convertible subordinated notes, subordinated Robbins
exit funding obligations and trust preferred securities and a
portion of the 2005 senior notes tendered as part of the exchange
offer. Also, reflects the issuance of Class A warrants in exchange
for trust preferred securities tendered as part of the exchange
offer.
(12) Reflects estimated transaction costs of $12,660, less $1,775
capitalized and included in other assets, the write-off of
unamortized issuance costs and bank fees of $12,171 and a net loss
of $147,524 on the exchange of the 2005 senior notes, the
convertible subordinated notes, the subordinated Robbins exit
funding obligations and trust preferred securities tendered as
part of the exchange offer.
(13) Excludes the expected issuance of shares under the restricted
stock program.