Edgen Group Reports Third Quarter 2012 Results
We did not own any assets prior to the IPO and the Reorganization. As required by accounting principles generally accepted in the United States of America (“GAAP”) for common control transactions, all assets and liabilities transferred to us as part of the Reorganization were recorded in our financial statements at carryover basis.
For periods prior to the IPO and the Reorganization, the unaudited condensed combined consolidated financial information presented above reflects the Reorganization as if it had occurred on July 19, 2010, the date that EM II LP and B&L Holdings came under the common control of JCP. As such, the periods prior to the IPO reflect the combined assets, liabilities and operations of the historical businesses of EM II LP and B&L Holdings (collectively the “Predecessor”). Because a single direct owner relationship did not exist among the owners of the Predecessor, the net deficit of the Predecessor is shown in lieu of partners' or shareholders' deficit for periods prior to the IPO.
For periods subsequent to the IPO and the Reorganization, the unaudited condensed consolidated financial information presented above includes our accounts and those of our majority-owned subsidiaries in which we have a controlling interest, after the elimination of intercompany accounts and transactions. We also consolidate other entities in which we possess a controlling financial interest or in which we have the power to direct the activities that most significantly affect the entities' performance. Edgen Group Inc.'s shareholders' equity balance reflects: (i) the allocation of the Predecessor net deficit to Edgen Group Inc.'s equity accounts as a result of the Reorganization; (ii) the proceeds received from the IPO; (iii) the amortization of equity-based compensation since May 2, 2012 (the IPO date); and (iv) our net income and other comprehensive loss since May 2, 2012.
Earnings per ShareWe calculate basic earnings per share by dividing the earnings attributable to Edgen Group by the weighted average number of shares of common stock outstanding during each period, which includes the Class A common stock issued in connection with our initial public offering, restricted stock that has vested and shares that have been purchased through the exercise of vested stock options. Diluted earnings per share amounts include the dilutive effect of stock options (using the treasury stock method as prescribed by GAAP) and other stock awards granted to employees, as well as the dilutive effect, if any, of the exchange of Class B common shares for Class A common shares via the exercise of certain “Exchange Rights” granted to EM II LP and B&L Holdings in connection with the IPO and the Reorganization. The Exchange Rights allow EM II LP and B&L Holdings, the owners of our Class B common stock, to exchange their shares, together with their membership units of our consolidated subsidiary, EDG Holdco LLC (“EDG LLC”), for shares of our Class A common stock on a one-for-one basis (subject to customary conversion rate adjustments for splits, stock dividends and reclassifications), or, at our election, cash. We adjust the numerator in our diluted earnings per share calculation for the income attributable to non-controlling interest of EDG LLC owned by the holders of our Class B common shares. As the Class B shares are exchanged, the amount of income allocated to Edgen Group will increase and the amount of income allocated to the non-controlling interest holders of EDG LLC will decrease. To date, no Exchange Rights have been exercised.
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