EXHIBIT 99.1
Unaudited Pro Forma Condensed Consolidated Financial Information
On August 21, 2014, Oneida UK Limited (the “Seller”), an indirect, wholly owned subsidiary of EveryWare Global, Inc. (“EveryWare” or the “Company”), sold the share capital of Oneida International Limited (“Oneida”) pursuant to an Agreement (the “Share Purchase Agreement”) with HUK 54 Limited (the “Buyer”), a subsidiary of Hilco Capital Limited, for consideration of an aggregate of £3.7 million consisting of indebtedness repaid by Buyer at closing, including amounts due to the Company and the repayment of Oneida’s revolving credit facility (the “U.K. Revolver”) with Burdale Financial Limited (the “Sale”). Oneida comprised the Company’s business in the United Kingdom. The Sale did not include the right to license the ONEIDA ®, Anchor Hocking® or Sant’ Andrea® brands, which are retained by the Company, subject to a four month exclusive European and Middle East license and subsequent sell off right.
The unaudited pro forma condensed consolidated balance sheet as of June 30, 2014, reflects the pro forma effect as if the Share Purchase Agreement had been consumated on that date. The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2014, the year ended December 31, 2013, and the year ended December 31, 2012, include EveryWare’s historical statements of operations, adjusted to reflect the pro forma effect as if the Share Purchase Agreement had been consummated on January 1, 2012 (the first day of our 2012 fiscal year). The historical consolidated financial statements referred to above for EveryWare were included in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, and Annual Report on Form 10-K for the year ended December 31, 2013. The accompanying unaudited pro forma condensed consolidated financial information and the historical consolidated financial information presented herein should be read in conjunction with the historical consolidated financial statements and notes thereto for EveryWare.
The unaudited pro forma financial statement information is based upon available information and assumptions that the Company believes are reasonable and has been provided for informational purposes only. The pro forma information is not necessarily indicative of what the Company’s financial position or results of operations actually would have been had the sale occurred as of the dates indicated. In addition, the unaudited pro forma condensed consolidated financial information does not purport to project the future financial position or operating results of the Company.
EveryWare Global, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
(dollars in thousands)
|
| | | | | | | | | | | |
| | June 30, 2014 |
| | As Reported | | Adjustments | | Pro Forma |
| ASSETS |
| Current assets: | | | | | |
| Cash | $ | 4,346 |
| | $ | (503 | ) | | $ | 3,843 |
|
| Trade accounts receivable, net | 40,653 |
| | (6,647 | ) | | 34,006 |
|
| Other accounts and notes receivable | 8,412 |
| | (3,820 | ) | | 4,592 |
|
| Inventories | 101,518 |
| | (11,049 | ) | | 90,469 |
|
| Assets held for sale | 425 |
| | — |
| | 425 |
|
| Income taxes receivable | 499 |
| | — |
| | 499 |
|
| Deferred tax asset | — |
| | — |
| | — |
|
| Other current assets | 8,396 |
| | (2,832 | ) | | 5,564 |
|
| Total current assets | 164,249 |
| | (24,851 | ) | | 139,398 |
|
| Property, plant and equipment, net | 50,516 |
| | (1,226 | ) | | 49,290 |
|
| Goodwill | 8,452 |
| | — |
| | 8,452 |
|
| Other intangible assets | 43,658 |
| | (1,563 | ) | | 42,095 |
|
| Deferred tax asset | — |
| | — |
| | — |
|
| Other assets | 7,464 |
| | (118 | ) | | 7,346 |
|
| Total assets | $ | 274,339 |
| | $ | (27,758 | ) | | $ | 246,581 |
|
| | | | | | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT |
| Current liabilities: | | | | | |
| Short-term debt | $ | 5,847 |
| | $ | (5,847 | ) | | $ | — |
|
| Accounts payable | 50,790 |
| | (4,485 | ) | | 46,305 |
|
| Accrued liabilities | 27,570 |
| | (5,009 | ) | | 22,561 |
|
| Income taxes payable | 45 |
| | 4 |
| | 49 |
|
| Accrued pension | 2,001 |
| | (238 | ) | | 1,763 |
|
| Current portion of long-term debt | 2,841 |
| | — |
| | 2,841 |
|
| Other current liabilities | — |
| | — |
| | — |
|
| Total current liabilities | 89,094 |
| | (15,575 | ) | | 73,519 |
|
| Revolver | 26,584 |
| | — |
| | 26,584 |
|
| Long-term debt | 245,299 |
| | — |
| | 245,299 |
|
| Pension and other post-retirement benefits | 2,323 |
| | 1,065 |
| | 3,388 |
|
| Income taxes payable | 454 |
| | — |
| | 454 |
|
| Deferred income taxes | 9,254 |
| | — |
| | 9,254 |
|
| Deferred gain on sale / leaseback | 14,936 |
| | — |
| | 14,936 |
|
| Other liabilities | 12,700 |
| | — |
| | 12,700 |
|
| Total liabilities | 400,644 |
| | (14,510 | ) | | 386,134 |
|
| | | | | | |
| Stockholders’ equity: | | | | | |
| Total EveryWare stockholders’ deficit | (126,232 | ) | | (13,248 | ) | | (139,480 | ) |
| Non-controlling interest | (73 | ) | | — |
| | (73 | ) |
| Total stockholders’ deficit | (126,305 | ) | | (13,248 | ) | | (139,553 | ) |
| Total liabilities and stockholders’ deficit | $ | 274,339 |
| | $ | (27,758 | ) | | $ | 246,581 |
|
EveryWare Global, Inc.
Unaudited Pro Forma Condensed Consolidated Statements of Operations
(dollars in thousands, except per share amounts)
|
| | | | | | | | | | | |
| | Six months ended June 30, 2014 |
| | As Reported | | Adjustments | | Pro Forma |
| Revenues: | | | | | |
| Net sales | $ | 191,425 |
| | $ | (18,037 | ) | | $ | 173,388 |
|
| Licensing fees | 3,211 |
| | — |
| | 3,211 |
|
| Total revenues | 194,636 |
| | (18,037 | ) | | 176,599 |
|
| Cost of sales | 169,128 |
| | (14,214 | ) | | 154,914 |
|
| Gross margin | 25,508 |
| | (3,823 | ) | | 21,685 |
|
| Operating expenses: | | | | | |
| Selling, distribution and administrative expenses | 54,485 |
| | (9,380 | ) | | 45,105 |
|
| Restructuring expense (income) | 191 |
| | (385 | ) | | (194 | ) |
| Loss on disposal of assets | 180 |
| | 33 |
| | 213 |
|
| Long-lived asset impairment | 2,231 |
| | — |
| | 2,231 |
|
| Goodwill, intangible asset impairment | 3,216 |
| | — |
| | 3,216 |
|
| Total operating expenses | 60,303 |
| | (9,732 | ) | | 50,571 |
|
| Loss from operations | (34,795 | ) | | 5,909 |
| | (28,886 | ) |
| Other (income) expense, net | (443 | ) | | 162 |
| | (281 | ) |
| Interest expense | 11,168 |
| | (429 | ) | | 10,739 |
|
| Loss before income taxes | (45,520 | ) | | 6,176 |
| | (39,344 | ) |
| Income tax expense | 19,773 |
| | — |
| | 19,773 |
|
| Net loss | (65,293 | ) | | 6,176 |
| | (59,117 | ) |
| Less: Non-controlling interest in subsidiary’s loss | (56 | ) | | — |
| | (56 | ) |
| Net loss attributable to common stockholders | $ | (65,237 | ) | | $ | 6,176 |
| | $ | (59,061 | ) |
| | | | | | |
| Loss per common share: | | | | | |
| Basic | $ | (3.17 | ) | | | | $ | (2.87 | ) |
| Diluted | $ | (3.17 | ) | | | | $ | (2.87 | ) |
| | | | | | |
| Weighted average shares outstanding: | | | | | |
| Basic | 20,554 |
| | | | 20,554 |
|
| Diluted | 20,554 |
| | | | 20,554 |
|
| | | | | | |
EveryWare Global, Inc.
Unaudited Pro Forma Condensed Consolidated Statements of Operations
(dollars in thousands, except per share amounts)
|
| | | | | | | | | | | |
| | Year Ended December 31, 2013 |
| | As Reported | | Adjustments | | Pro Forma |
| Revenues: | | | | | |
| Net sales | $ | 433,304 |
| | $ | (32,265 | ) | | $ | 401,039 |
|
| Licensing fees | 6,505 |
| | — |
| | 6,505 |
|
| Total revenues | 439,809 |
| | (32,265 | ) | | 407,544 |
|
| Cost of sales | 341,836 |
| | (20,831 | ) | | 321,005 |
|
| Gross margin | 97,973 |
| | (11,434 | ) | | 86,539 |
|
| Operating expenses: | | | | | |
| Selling, distribution and administrative expenses | 84,453 |
| | (12,530 | ) | | 71,923 |
|
| Restructuring expense | 290 |
| | (1,355 | ) | | (1,065 | ) |
| Loss on disposal of assets | 36 |
| | 2 |
| | 38 |
|
| Long-lived asset impairment | 908 |
| | — |
| | 908 |
|
| Goodwill, intangible asset impairment | — |
| | — |
| | — |
|
| Total operating expenses | 85,687 |
| | (13,883 | ) | | 71,804 |
|
| Income from operations | 12,286 |
| | 2,449 |
| | 14,735 |
|
| Other (income) expense, net | (10 | ) | | 12 |
| | 2 |
|
| Gain on bargain purchase | (1,150 | ) | | 1,150 |
| | — |
|
| Interest expense | 28,322 |
| | (596 | ) | | 27,726 |
|
| Loss before income taxes | (14,876 | ) | | 1,883 |
| | (12,993 | ) |
| Income tax expense | 2,542 |
| | (16 | ) | | 2,526 |
|
| Net loss | (17,418 | ) | | 1,899 |
| | (15,519 | ) |
| Less: Non-controlling interest in subsidiary’s loss | (17 | ) | | — |
| | (17 | ) |
| Net loss attributable to common stockholders | $ | (17,401 | ) | | $ | 1,899 |
| | $ | (15,502 | ) |
| | | | | | |
| Loss per common share: | | | | | |
| Basic | $ | (1.03 | ) | | | | $ | (0.92 | ) |
| Diluted | $ | (1.03 | ) | | | | $ | (0.92 | ) |
| | | | | | |
| Weighted average shares outstanding: | | | | | |
| Basic | 16,832 |
| | | | 16,832 |
|
| Diluted | 16,832 |
| | | | 16,832 |
|
| | | | | | |
EveryWare Global, Inc.
Unaudited Pro Forma Condensed Consolidated Statements of Operations
(dollars in thousands, except per share amounts)
|
| | | | | | | | | | | |
| | Year Ended December 31, 2012 |
| | As Reported | | Adjustments | | Pro Forma |
| Revenues: | | | | | |
| Net sales | $ | 414,782 |
| | $ | (17,065 | ) | | $ | 397,717 |
|
| Licensing fees | 6,907 |
| | — |
| | 6,907 |
|
| Total revenues | 421,689 |
| | (17,065 | ) | | 404,624 |
|
| Cost of sales | 315,609 |
| | (9,910 | ) | | 305,699 |
|
| Gross margin | 106,080 |
| | (7,155 | ) | | 98,925 |
|
| Operating expenses: | | | | | |
| Selling, distribution and administrative expenses | 86,246 |
| | (7,975 | ) | | 78,271 |
|
| Restructuring expense | 612 |
| | (280 | ) | | 332 |
|
| Loss on disposal of assets | 114 |
| | (1 | ) | | 113 |
|
| Total operating expenses | 86,972 |
| | (8,256 | ) | | 78,716 |
|
| Income from operations | 19,108 |
| | 1,101 |
| | 20,209 |
|
| Other (income) expense, net | 1,114 |
| | 30 |
| | 1,144 |
|
| Interest expense | 22,536 |
| | (100 | ) | | 22,436 |
|
| Loss before income taxes | (4,542 | ) | | 1,171 |
| | (3,371 | ) |
| Income tax benefit | (585 | ) | | 3 |
| | (582 | ) |
| Net loss | (3,957 | ) | | 1,168 |
| | (2,789 | ) |
| Less: Non-controlling interest in subsidiary’s loss | — |
| | — |
| | — |
|
| Net loss attributable to common stockholders | $ | (3,957 | ) | | $ | 1,168 |
| | $ | (2,789 | ) |
| | | | | | |
| Loss per common share: | | | | | |
| Basic | $ | (0.32 | ) | | | | $ | (0.23 | ) |
| Diluted | $ | (0.32 | ) | | | | $ | (0.23 | ) |
| | | | | | |
| Weighted average shares outstanding: | | | | | |
| Basic | 12,190 |
| | | | 12,190 |
|
| Diluted | 12,190 |
| | | | 12,190 |
|
| | | | | | |
