|Brand Energy and Infrastructure Services Acquires Industrial Specialists, L.L.C. and Protherm Services Group
FOR IMMEDIATE RELEASE
November 15, 2007, Kennesaw, GA: Brand Energy and Infrastructure is pleased to announce the acquisition of Industrial Specialists, L.L.C. (“ISI”) and Protherm Services Group, LLC (“Protherm”) effective Nov. 15, 2007
Both ISI and Protherm are leading providers of specialty craft services in the U.S. Gulf Coast region. The companies serve
major oil refiners, chemical manufacturers and large engineering and construction firms. The acquisitions further strengthen
Brand’s position as the leading integrated specialty services provider on the Gulf Coast.
“The Gulf Coast region is a rapidly expanding industrial market with a growing need for a specialty services provider that can
deliver an integrated, single-source solution. We are delighted to be purchasing best-in-class businesses that provide Brand
with the opportunity to significantly expand our presence in the robust Gulf Coast refining and petrochemicals markets. These
acquisitions will allow Brand to better meet our customers’ needs with more locations, an expanded portfolio of service
offerings and a larger labor pool,” said Paul Wood, President and CEO Brand Energy and Infrastructure Services. “We are
excited to welcome the ISI and Protherm employees to Brand and are committed to combining the best of the three companies
to continue to build upon our heritage of providing world-class solutions to our customers.”
About Brand Energy and Infrastructure Services Brand Energy and Infrastructure Services is a diversified provider of specialty services to North America’s energy markets. Its
extensive portfolio of service offerings includes scaffolding, industrial coatings, insulation, refractory, forming and shoring
solutions, and other related soft crafts. Brand operates in five key energy sectors: refinery, petrochemical, oil sands, power
generation and offshore oil and gas. The company also serves the commercial and infrastructure construction markets
throughout North America and in strategic international regions.
In connection with the announcement of these two acquisitions, Brand is releasing preliminary, unaudited proforma results for
the twelve-month period ending September 30, 2007. The Company is releasing these preliminary, unaudited results based
upon information available to date because Brand expects to provide this information to certain potential investors in the
proposed expansion of its existing credit facilities. This proposed expansion consists of an additional $175.0 million of first
lien debt and $75.0 million of second lien debt.
These pro-forma expected results for the twelve months ended September 30, 2007 include combined operations for Brand and
all of its recent and pending acquisitions as if they were completed on October 1, 2006. Brand expects to report for the twelve
months ending September 30, 2007 proforma consolidated revenues of approximately $1,438.2 million, proforma gross profit
of approximately $421.7 million and proforma adjusted EBITDA of approximately $220.8 million. Gross profit is defined as
revenue less direct operating expenses before deducting divisional overhead expenses. Brand expects pro-forma maintenance
capital expenditures for this period to be approximately $10.5 million and growth capital expenditures to be approximately
$34.8 million. In addition to the pending acquisitions of Protherm and ISI, the combined businesses include the results of
Tesco of Houma, Inc, Associated Insulation Services and Doug Chalmers Construction, Ltd., all three of which were acquired
during the first three quarters of 2007.
On a standalone basis for the twelve months ended September 30, 2007, Brand expects to report revenues of approximately
$963.3 million, gross profit of approximately $327.5 million and adjusted EBITDA of approximately $160.9 million. Gross
profit is defined as revenue less direct operating expenses before deducting divisional overhead expenses. Brand expects
maintenance capital expenditures for this period to be approximately $8.1 million and growth capital expenditures to be
approximately $31.6 million. These standalone results exclude any of the aforementioned recent or pending acquisitions.
As of September 30, 2007, Brand had total long-term debt of $935.1 million. Pro-forma for the proposed expansion of the
existing credit facilities and the repayment of $57.1 million currently drawn under our revolving credit facility, we expect to
have total indebtedness of $1,128.0 million.
Because the third quarter has only recently ended, the information in this release is, by necessity, preliminary in nature and
based only upon preliminary, unaudited information available to Brand as of the date of this release. Investors should be aware
that the information in this release is subject to change upon the release of Brand’s audited results and therefore should
exercise caution in relying on the information in this release. Information regarding certain financial performance measures not
discussed in this release is not provided because the third quarter has only recently ended and final estimates of certain items
used in the calculations of such measures are not yet available. Investors should not draw any inferences from this information
regarding financial or operating data that is not discussed in this release.
About Industrial Specialists, L.L.C.
Industrial Specialists, L.L.C. has been a leading multi-craft industrial services provider since 1976. The company’s
headquarters are in Angleton, TX. ISI is one of the most successful companies in the United States in building a large-scale
multi-craft portfolio of services. These service offerings include insulation, scaffolding, refractory, painting, heat tracing,
fireproofing and corrosion protection.
About Protherm Services Group
Protherm Services Group is an experienced provider of multi-craft services to the maintenance and construction industries
throughout the Gulf Coast region. With over 70 years in operation, Protherm has developed an outstanding reputation for its
commitment to quality and service. Protherm’s service offerings include coatings, insulation, scaffolding, fireproofing and
Use of Non-GAAP Financial Metrics
Brand uses certain measures that are not defined by GAAP (Generally Accepted Accounting Principles) to evaluate various
aspects of its business. Adjusted EBITDA is a non-GAAP financial measure and should be considered in addition to, not as a
substitute for, net cash flows from operating activities reported in accordance with GAAP. These terms as defined by Brand
may not be comparable to similarly titled measures used by other companies.
Adjusted EBITDA is defined as income from operations before special charges, non-cash depreciation and amortization,
gain/loss on sale or retirement of assets, asset impairment charges and option compensation expense. As such, it eliminates the
significant non-cash depreciation and amortization expense that results from the capital-intensive nature of Brand’s businesses
and intangible assets recognized in business combinations as well as other non-cash or non-recurring items, and is unaffected
by Brand’s capital structure or investment activities. Adjusted EBITDA also includes synergies and other adjustments
associated with the aforementioned recent and pending acquisitions. Adjusted EBITDA is a liquidity measure used by Brand’s
management and the Board of Directors to measure Brand’s ability to fund operations and its financing obligations. However,
this measure is limited in that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in
generating revenues and the cash cost of financing.
Brand believes that adjusted EBITDA provides information useful to investors in assessing Brand's ability to service its debt,
fund operations, and make additional investments with internally generated funds.