Attached files
| file | filename |
|---|---|
| 8-K - 8-K - Atkore International Holdings Inc. | a8-kbrazil.htm |
| EX-99.2 - NEWS RELEASE - Atkore International Holdings Inc. | exhibit992.htm |
| EX-2.1 - FIRST AMMENDMENT TO QUOTA PURCHASE AGREEMENT - Atkore International Holdings Inc. | exhibit221stamendment.htm |
| EX-2.1 - QUOTA PURCHASE AGREEMENT - Atkore International Holdings Inc. | exhibit21brazilstockpurcha.htm |
Exhibit 99.1
ATKORE INTERNATIONAL HOLDINGS INC.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
June 28, 2013
($ in millions, except per share data) | As Reported | Pro forma Adjustments | Pro Forma | |||||||||
Assets | ||||||||||||
Current Assets: | ||||||||||||
Cash and cash equivalents | $ | 57 | $ | 18 | (b) | $ | 75 | |||||
Accounts receivable, less allowance for doubtful accounts of $5 | 211 | (28 | ) | (a) | 183 | |||||||
Receivables due from Tyco International Ltd. and its affiliates | 3 | — | 3 | |||||||||
Inventories, net | 249 | (11 | ) | (a) | 238 | |||||||
Assets held for sale | 11 | — | 11 | |||||||||
Prepaid expenses and other current assets | 37 | 9 | (a) (b) | 46 | ||||||||
Deferred income taxes | 20 | — | 20 | |||||||||
Total current assets | 588 | (12 | ) | 576 | ||||||||
Property, plant and equipment, net | 241 | — | 241 | |||||||||
Intangible assets, net | 255 | — | 255 | |||||||||
Goodwill | 132 | — | 132 | |||||||||
Deferred income taxes | — | — | — | |||||||||
Receivables due from Tyco International Ltd. and its affiliates | 13 | — | 13 | |||||||||
Other assets | 19 | 6 | (b) | 25 | ||||||||
Total Assets | $ | 1,248 | $ | (6 | ) | $ | 1,242 | |||||
Liabilities and Equity | — | |||||||||||
Current Liabilities: | — | |||||||||||
Short-term debt and current maturities of long-term debt | $ | 4 | $ | — | $ | 4 | ||||||
Accounts payable | 105 | (3 | ) | (a) | 102 | |||||||
Income tax payable | 3 | — | 3 | |||||||||
Accrued and other current liabilities | 76 | (3 | ) | (a) | 73 | |||||||
Total current liabilities | 188 | (6 | ) | 182 | ||||||||
Long-term debt | 410 | — | 410 | |||||||||
Deferred income taxes | 80 | — | 80 | |||||||||
Income tax payable | 13 | — | 13 | |||||||||
Pension liabilities | 37 | — | 37 | |||||||||
Other long-term liabilities | 11 | — | 11 | |||||||||
Total Liabilities | 739 | (6 | ) | 733 | ||||||||
Shareholder’s Equity: | — | |||||||||||
Common shares, $.01 par value, 1,000 shares authorized, 100 shares issued and outstanding | — | — | — | |||||||||
Additional paid in capital | 607 | — | 607 | |||||||||
Accumulated deficit | (61 | ) | — | (c) | (61 | ) | ||||||
Accumulated other comprehensive loss | (37 | ) | — | (37 | ) | |||||||
Total Shareholder’s Equity | 509 | — | 509 | |||||||||
Total Liabilities and Shareholder’s Equity | $ | 1,248 | $ | (6 | ) | $ | 1,242 | |||||
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
ATKORE INTERNATIONAL HOLDINGS INC.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the nine months ended June 28, 2013
($ in millions) | As Reported | Pro forma Adjustments | Pro forma | |||||||||||
Net sales | $ | 1,197 | $ | (102 | ) | (d) | $ | 1,095 | ||||||
Costs and expenses | ||||||||||||||
Cost of sales | 1,037 | (94 | ) | (d) | 943 | |||||||||
Asset impairment charges | 26 | (21 | ) | (e) | 5 | |||||||||
Selling, general and administrative | 133 | (9 | ) | (f) | 124 | |||||||||
Operating income | 1 | 22 | 23 | |||||||||||
Interest expense, net | 36 | — | (g) | 36 | ||||||||||
(Loss) income before income taxes | (35 | ) | 22 | (13 | ) | |||||||||
Income tax expense | 1 | (3 | ) | (h) | (2 | ) | ||||||||
(Loss) income from continuing operations | (36 | ) | 25 | (11 | ) | |||||||||
Loss from discontinued operations and disposal net of income tax benefit | — | — | — | |||||||||||
Net (loss) income | $ | (36 | ) | $ | 25 | $ | (11 | ) | ||||||
ATKORE INTERNATIONAL HOLDINGS INC.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the fiscal year ended September 28, 2012
($ in millions) | As Reported | Pro forma Adjustments | Pro forma | |||||||||||
Net sales | $ | 1,687 | $ | (138 | ) | (d) | $ | 1,549 | ||||||
Costs and expenses | ||||||||||||||
Cost of sales | 1,451 | (131 | ) | (d) | 1,320 | |||||||||
Selling, general and administrative | 200 | (10 | ) | (f) | 190 | |||||||||
Operating income | 36 | 3 | 39 | |||||||||||
Interest expense, net | 48 | 2 | (g) | 50 | ||||||||||
(Loss) income before income taxes | (12 | ) | 1 | (11 | ) | |||||||||
Income tax expense | (10 | ) | (1 | ) | (h) | (11 | ) | |||||||
(Loss) income from continuing operations | (2 | ) | 2 | — | ||||||||||
Loss from discontinued operations and disposal net of income tax benefit | (6 | ) | — | (6 | ) | |||||||||
Net (loss) income | $ | (8 | ) | $ | 2 | $ | (6 | ) | ||||||
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
ATKORE INTERNATIONAL HOLDINGS INC.
Notes to Unaudited Pro Forma Condensed Financial Statements
(In millions)
(a) | Reflects the elimination of assets and liabilities of the Subsidiary as of June 28, 2013. |
(b) | Reflects the receipt of cash proceeds of $27 million, less cash on hand of $6 million at Subsidiary as of June 28, 2013 and transaction costs of approximately $3 million, including legal, advisory and other professional fees and retention payments. The remainder of the Purchase Price of $18 million will be paid in three equal installments on each of the nine, 12 and 18 month anniversaries of the closing, of which $12 million is included in prepaid and other current assets, and $6 million is included in other assets. |
(c) | Reflects the estimated approximately $0 million gain or loss arising from the Agreement. No adjustment has been made to the sale proceeds to give effect to any potential post-closing adjustments under the terms of the Agreement. |
(d) | Reflects the elimination of sales and cost of sales of the Subsidiary. |
(e) | Reflects the elimination of asset impairment charges of the Subsidiary. |
(f) | Reflects the elimination of the selling, general and administrative expenses of the Subsidiary that are necessary for and associated with revenue producing activities. This adjustment does not reflect any one-time nonrecurring costs, primarily transaction costs. |
(g) | Reflects the elimination of interest income of the Subsidiary. |
(h) | Represents the estimated income tax effect of the pro forma adjustments. |