EX-99.1
3
evry-20140826x8kxex991.htm
EXHIBIT 99.1
EVRY-2014.08.26-8K-EX99.1
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

EX - 99 . 1 3 evry - 20140826x8kxex991 . htm EXHIBIT 99 . 1 EVRY - 2014 . 08 . 26 - 8K - EX99 . 1 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