Exhibit 5
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The unaudited pro forma condensed consolidated balance sheet gives pro forma effect to the merger and the impact of the new senior credit facility (the “New Senior Credit Facility”) entered into by Jefferson Smurfit Group Limited, JSG Acquisitions, certain other subsidiaries of Jefferson Smurfit Group Limited, as borrowers or guarantors, Deutsche Bank AG, London Branch, Citigroup Global Markets Limited, Credit Suisse First Boston International and JP Morgan PLC, as arrangers, certain lenders named therein, and Deutsche Bank AG, London Branch, as issuing bank, facility agent and security agent, as if they had occurred on September 30, 2005. The unaudited pro forma condensed consolidated statements of operations give pro forma effect to the merger and the impact of the New Senior Credit Facility as if they had occurred at the beginning of the periods presented.
The unaudited pro forma condensed consolidated financial statements of JSG Funding are for informational purposes only and should not be considered indicative of the actual results that would have been attained if the merger had been completed on the date or for the periods presented, and does not purport to indicated consolidated balance sheet date or statement of operations data as of any future date or for any future period. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with: (i) the consolidated financial statements and accompanying notes included in JSG Funding’s Annual Report on Form 20-K for the year ended December 31, 2004, incorporated by reference herein; (ii) the unaudited financial statements included in JSG Funding’s Quarterly Information Package on Form 6-K for the quarter ended September 30, 2005, incorporated by reference herein; (iii) the consolidated financial statements and accompanying notes of Kappa Holding B.V. for the year ended December 31, 2004, included herein; and (iv) the unaudited financial statements of Kappa Holding B.V. for the nine-month period ending September 30, 2005, included herein.
JSG Funding’s historical financial statements are prepared under Irish GAAP. Irish GAAP differs in certain significant respects from U.S. GAAP. For a discussion of the most significant differences between Irish GAAP and U.S. GAAP, see note 37 to the historical audited consolidated financial statements included in JSG Funding’s Report on Form 20-K for the year ended December 31, 2004. Kappa’s historical financial statements are prepared in accordance with Dutch GAAP. Dutch GAAP differs in certain significant respects from U.S. GAAP. For a discussion of the most significant differences between Dutch GAAP and U.S. GAAP, see Note 27 to consolidated financial statements of Kappa for the year ended December 31, 2004 included herein. In order to provide a meaningful comparison, the unaudited pro forma condensed consolidated financial statements are presented by applying the SEC’s rules with regard to pro forma financial information to historical financial statements of JSG Funding presented under U.S. GAAP and the historical financial statements of Kappa presented under U.S. GAAP. The unaudited pro forma condensed consolidated financial statements use the euro as the functional currency.
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2004
| | JSG Funding plc US GAAP | | Kappa Packaging US GAAP | | Combined US GAAP | | Adjustments | | Smurfit Kappa Group | |
| | €000 | | €000 | | €000 | | €000 | | €000 | |
Net Sales | | | | | | | | | | | |
Continuing operations | | 4,351,210 | | 2,786,200 | | 7,137,410 | | — | | 7,137,410 | |
Discontinued operations | | 511,542 | | — | | 511,542 | | — | | 511,542 | |
| | 4,862,752 | | 2,786,200 | | 7,648,952 | | — | | 7,648,952 | |
Cost of sales | | 3,494,937 | | 1,694,440 | | 5,189,377 | | — | | 5,189,377 | |
Gross profit | | 1,367,815 | | 1,091,760 | | 2,459,575 | | — | | 2,459,575 | |
Net operating expenses | | 1,014,194 | | 921,760 | | 1,935,954 | | — | | 1,935,954 | |
Reorganization and restructuring costs | | 39,430 | | — | | 39,430 | | — | | 39,430 | |
Operating income subsidiaries | | | | | | | | | | | |
Continuing operations | | 256,464 | | 170,000 | | 426,464 | | — | | 426,464 | |
Discontinued operations | | 57,727 | | — | | 57,727 | | — | | 57,727 | |
| | 314,191 | | 170,000 | | 484,191 | | — | | 484,191 | |
Share of associates’ operating income | | 12,611 | | (200 | ) | 12,411 | | — | | 12,411 | |
Total operating income | | 326,802 | | 169,800 | | 496,602 | | — | | 496,602 | |
Income on sale of assets and businesses | | 16,793 | | — | | 16,793 | | — | | 16,793 | |
Net interest | | (318,585 | ) | (241,100 | ) | (559,685 | ) | 213,005 | | (346,680 | ) |
Exceptional debt issue costs | | (5,697 | ) | — | | (5,697 | ) | — | | (5,697 | ) |
Other financial expense | | (15,718 | ) | — | | (15,718 | ) | — | | (15,718 | ) |
Share of associates’ net interest | | (1,301 | ) | — | | (1,301 | ) | — | | (1,301 | ) |
Income / (loss) before taxes and equity minority interests | | 2,294 | | (71,300 | ) | (69,006 | ) | 213,005 | | 143,999 | |
Taxes on income | | 17,727 | | 17,200 | | 34,927 | | — | | 34,927 | |
(Loss) / income before equity minority interests | | (15,433 | ) | (88,500 | ) | (103,933 | ) | 213,005 | | 109,072 | |
Equity minority interests | | 16,067 | | 100 | | 16,167 | | — | | 16,167 | |
Net (loss) / income for the period | | € | (31,500 | ) | € | (88,600 | ) | € | (120,100 | ) | € | 213,005 | | € | 92,905 | |
| | | | | | | | | | | | | | | | |
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the 9 months ended September 30, 2005
| | JSG Funding plc | | Kappa Packaging | | Combined | | | | Smurfit Kappa | |
| | US GAAP | | US GAAP | | US GAAP | | Adjustments | | Group | |
| | €000 | | €000 | | €000 | | €000 | | €000 | |
Net Sales | | | | | | | | | | | |
Continuing operations | | 3,198,713 | | 2,099,700 | | 5,298,413 | | — | | 5,298,413 | |
Discontinued operations | | 25,205 | | — | | 25,205 | | — | | 25,205 | |
| | 3,223,918 | | 2,099,700 | | 5,323,618 | | — | | 5,323,618 | |
Cost of sales | | 2,331,620 | | 1,241,180 | | 3,572,800 | | — | | 3,572,800 | |
Impairment of fixed assets | | 30,584 | | — | | 30,584 | | — | | 30,584 | |
Gross profit | | 861,714 | | 858,520 | | 1,720,234 | | — | | 1,720,234 | |
Net operating expenses | | 715,507 | | 709,620 | | 1,425,127 | | — | | 1,425,127 | |
Reorganization and restructuring costs | | 13,567 | | — | | 13,567 | | — | | 13,567 | |
Operating income subsidiaries | | — | | | | | | | | | |
Continuing operations | | 130,884 | | 148,900 | | 279,784 | | — | | 279,784 | |
Discontinued operations | | 1,756 | | — | | 1,756 | | — | | 1,756 | |
| | 132,640 | | 148,900 | | 281,540 | | — | | 281,540 | |
Share of associates’ operating income | | 5,699 | | 600 | | 6,299 | | — | | 6,299 | |
Total operating income | | 138,339 | | 149,500 | | 287,839 | | — | | 287,839 | |
Income on sale of assets and businesses | | 47,068 | | — | | 47,068 | | — | | 47,068 | |
Net interest | | (166,799 | ) | (179,100 | ) | (345,899 | ) | 85,889 | | (260,010 | ) |
Loss from early extinguishment of debt | | (80,434 | ) | — | | (80,434 | ) | — | | (80,434 | ) |
Other financial expense | | (9,745 | ) | — | | (9,745 | ) | — | | (9,745 | ) |
Share of associates’ net interest | | (830 | ) | — | | (830 | ) | — | | (830 | ) |
(Loss) / income before taxes and equity minority interests | | (72,401 | ) | (29,600 | ) | (102,001 | ) | 85,889 | | (16,112 | ) |
Taxes on income | | 18,531 | | 12,500 | | 31,031 | | — | | 31,031 | |
(Loss) / income before equity minority interests | | (90,932 | ) | (42,100 | ) | (133,032 | ) | 85,889 | | (47,143 | ) |
Equity minority interests | | 9,383 | | (100 | ) | 9,283 | | — | | 9,283 | |
Net (loss) / income for the period | | € | (100,315 | ) | € | (42,000 | ) | € | (142,315 | ) | € | 85,889 | | € | (56,426 | ) |
| | | | | | | | | | | | | | | | |
Unaudited Pro Forma Condensed Consolidated Balance Sheet as at September 30, 2005
| | JSG Funding plc | | Kappa Packaging | | Combined | | | | Smurfit Kappa | |
| | US GAAP | | US GAAP | | US GAAP | | Adjustments | | Group | |
| | €000 | | €000 | | €000 | | €000 | | €000 | |
Assets | | | | | | | | | | | |
Current assets | | | | | | | | | | | |
Cash | | 141,089 | | 66,700 | | 207,789 | | 43,000 | (1) | 250,789 | |
Accounts receivable and prepayments | | 875,620 | | 524,573 | | 1,400,193 | | | | 1,400,193 | |
Amounts due by affiliates after more than one year | | 3,450 | | | | 3,450 | | | | 3,450 | |
Inventories | | 390,290 | | 274,700 | | 664,990 | | | | 664,990 | |
Total current assets | | 1,410,449 | | 865,973 | | 2,276,422 | | 43,000 | | 2,319,422 | |
| | | | | | | | | | | |
Fixed assets | | | | | | | | | | | |
Investments | | 154,811 | | | | 154,811 | | | | 154,811 | |
Property, plant and equipment | | 2,002,523 | | 1,575,700 | | 3,578,223 | | | | 3,578,223 | |
Intangible assets | | 1,451,279 | | 816,000 | | 2,267,279 | | 321,341 | | 2,588,620 | |
Financial instruments | | (38,636 | ) | | | (38,636 | ) | | | (38,636 | ) |
Debt issue costs | | 72,351 | | 36,642 | | 108,993 | | 25,101 | | 134,094 | |
Total fixed assets | | 3,642,328 | | 2,428,342 | | 6,070,670 | | 346,442 | | 6,417,112 | |
| | | | | | | | | | | |
Total assets | | € | 5,052,777 | | € | 3,294,315 | | € | 8,347,092 | | € | 389,442 | | € | 8,736,534 | |
| | | | | | | | | | | |
Liabilities, minority interests and shareholders’ equity | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | |
Bank loans, overdrafts and other borrowing | | 70,476 | | 1,500 | | 71,976 | | 29,000 | (1) | 100,976 | |
Accounts payable and accrued liabilities | | 996,517 | | 695,444 | | 1,691,961 | | | | 1,691,961 | |
Total current liabilities | | 1,066,993 | | 696,944 | | 1,763,937 | | 29,000 | | 1,792,937 | |
| | | | | | | | | | | |
Non current liabilities | | | | | | | | | | | |
Long term debt and other long term liabilities | | 2,487,218 | | 1,648,700 | | 4,135,918 | | 592,000 | (1) | 4,727,918 | |
| | | | | | | | | | | |
Provisions for liabilities and charges | | 245,646 | | 113,000 | | 358,646 | | | | 358,646 | |
Pension liabilities | | 476,822 | | 213,800 | | 690,622 | | | | 690,622 | |
Capital grants deferred | | 13,050 | | | | 13,050 | | | | 13,050 | |
Financial instruments | | 20,602 | | | | 20,602 | | | | 20,602 | |
Preference shares | | | | 226,000 | | 226,000 | | (226,000 | ) | — | |
| | | | | | | | | | | |
Shareholders loans | | | | 776,100 | | 776,100 | | (776,100 | ) | — | |
Minority interests (equity interests) | | 139,170 | | 1,500 | | 140,670 | | | | 140,670 | |
Total liabilities and minority interests | | 4,449,501 | | 3,676,044 | | 8,125,545 | | (381,100 | ) | 7,744,445 | |
| | | | | | | | | | | |
Shareholders equity | | | | | | | | | | | |
Share capital | | 40 | | 823 | | 863 | | (823 | ) | 40 | |
Other reserves & retained deficit | | 603,236 | | (382,552 | ) | 220,684 | | 771,365 | (2) | 992,049 | |
Shareholders’ equity | | 603,276 | | (381,729 | ) | 221,547 | | 770,542 | | 992,089 | |
| | | | | | | | | | | |
Total liabilities, minority interests and shareholders’ equity | | € | 5,052,777 | | € | 3,294,315 | | € | 8,347,092 | | € | 389,442 | | € | 8,736,534 | |
Notes to the unaudited pro forma condensed consolidated balance sheet as at September 30, 2005:
(1) Pro forma net debt of €4,578 million (excluding leases) is comprised of the following:
| | €M | |
Cash | | (251 | ) |
Senior term loan A and revolver | | 494 | |
Senior term loan B | | 1,187 | |
Senior term loan C | | 1,187 | |
Yankee bonds | | 254 | |
Securitisation notes due 2011 | | 210 | |
2012 bonds | | 1,019 | |
2015 cash pay subordinated notes | | 377 | |
Local debt assumed | | 101 | |
| | € | 4,578 | |
| | | | |
(2) Smurfit Kappa Group Limited bought a portion of the Kappa shareholders loans, funded by the issue of shares for €300 million and the issuance of a PIK note for the value of €89 million. Smurfit Kappa Group Limited exchanged its interest in the Kappa shareholders loans ultimately in return for shares in JSG Funding plc.