EX-99.1 3 ex991iarproforma.htm DEX991 WebFilings | EDGAR view
 

Exhibit 99.1
Momentive Specialty Chemicals Inc.
Pro Forma Financial Statement Information (Unaudited)
 
On January 31, 2011, Momentive Specialty Chemicals Inc. (the "Company") completed the sale (the "Transaction") of our Inks and Adhesive resins ("IAR") business pursuant to the terms of a Purchase and Sale Agreement (the "Purchase Agreement") with Harima Chemicals, Inc. (“Buyer”) dated November 30, 2010. The IAR business includes 11 manufacturing facilities in Europe, South America, the United States and the Asia-Pacific region. Employees at these facilities, the management team of IAR and other employees affiliated with IAR have been transferred to the Buyer in connection with the Transaction. Neither the Company nor any of its officers and directors, or associates of such persons, has any relationship with the Buyer.
The Company received cash consideration for the IAR business in the amount of $120 million. The Company will also receive cash flows related to cash and adjustments for working capital that transferred to the Buyer, net of indebtedness and pension plan liability transferred to the Buyer. A subsequent adjustment to the purchase price may be made based upon the final settlement as defined by the Purchase Agreement.
The unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2010 is based on the Company’s balance sheet as of September 30, 2010, after giving effect to the sale, including the proceeds related to the purchase price and working capital adjustments as if it had occurred as of September 30, 2010. The unaudited Pro Forma Condensed Consolidated Statements of Operations for the fiscal years ended December 31, 2009, 2008 and 2007 and interim period ended September 30, 2010 give effect to the sale of the IAR business as if it had occurred on January 1, 2007.
The unaudited Pro Forma Condensed Consolidated Statement of Operations for the years ending December 31, 2009, 2008 and 2007 have been derived from the audited Consolidated Financial Statements of the Company included in its fiscal 2009 Annual Report on Form 10-K, as revised on Form 8-K filed on October 20, 2010. The unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2010 and unaudited Pro Forma Condensed Consolidated Statement of Operations for the interim period ended September 30, 2010 has been derived from the unaudited Condensed Financial Statements included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010. The unaudited pro forma financial statement information is based upon available information and assumptions that the Company believes are reasonable.
The unaudited pro forma financial information 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. The unaudited pro forma financial statement information, including the notes thereto, should be read in conjunction with the financial statements of the Company included in its 2009 Annual Report on Form 10-K, as revised on Form 8-K filed on October 20, 2010, and its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010, that have been filed with the SEC.
 

 

 

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
MOMENTIVE SPECIALTY CHEMICALS INC. (Unaudited) 
 
As of September 30, 2010
(In millions, except share data)
As Reported (1)
 
Adjustments
 
Pro Forma
Assets
 
 
 
 
 
Current assets
 
 
 
 
 
Cash and cash equivalents (including restricted cash of $6)
$
128
 
 
$
118
 
(2
)
$
246
 
Short-term investments
7
 
 
 
 
7
 
Accounts receivable (net of allowance for doubtful accounts of $27)
663
 
 
(52
)
(3
)
611
 
Inventories:
 
 
 
 
 
Finished and in-process goods
379
 
 
(29
)
(4
)
350
 
Raw materials and supplies
147
 
 
(24
)
(4
)
123
 
Other current assets
95
 
 
(5
)
(4
)
90
 
Total current assets
1,419
 
 
8
 
 
1,427
 
Other assets, net
141
 
 
(3
)
(4
)
138
 
Property and equipment
 
 
 
 
 
Land
99
 
 
(18
)
(4
)
81
 
Buildings
324
 
 
(16
)
(4
)
308
 
Machinery and equipment
2,338
 
 
(50
)
(4
)
2,288
 
 
2,761
 
 
(84
)
 
2,677
 
Less accumulated depreciation
(1,414
)
 
31
 
(4
)
(1,383
)
 
1,347
 
 
(53
)
 
1,294
 
Goodwill
168
 
 
 
 
168
 
Other intangible assets, net
143
 
 
(7
)
(4
)
136
 
Total assets
$
3,218
 
 
$
(55
)
 
$
3,163
 
 
 
 
 
 
 
Liabilities and Deficit
 
 
 
 
 
Current liabilities
 
 
 
 
 
Accounts and drafts payable
$
542
 
 
$
(33
)
(4
)
$
509
 
Debt payable within one year
91
 
 
 
 
91
 
Affiliated debt payable within one year
4
 
 
 
 
4
 
Interest payable
55
 
 
 
 
55
 
Income taxes payable
31
 
 
(7
)
(4
)
24
 
Accrued payroll and incentive compensation
74
 
 
(4
)
(4
)
70
 
Other current liabilities
166
 
 
(3
)
(4
)
163
 
Total current liabilities
963
 
 
(47
)
 
916
 
 
 
 
 
 
 
Long-term liabilities
 
 
 
 
 
Long-term debt
3,458
 
 
(4
)
(4
)
3,454
 
Affiliated long-term debt
100
 
 
 
 
100
 
Long-term pension and post employment benefit obligations
215
 
 
(1
)
(4
)
214
 
Deferred income taxes
121
 
 
(4
)
(4
)
117
 
Other long-term liabilities
122
 
 
 
 
122
 
Advance from affiliates
225
 
 
 
 
225
 
Total liabilities
5,204
 
 
(56
)
 
5,148
 
 
 
 
 
 
 
Deficit
 
 
 
 
 
Common stock—$0.01 par value; 300,000,000 shares authorized, 170,605,906 issued and 82,556,847 outstanding at September 30, 2010 and December 31, 2009
1
 
 
 
 
1
 
Paid-in capital
403
 
 
 
 
403
 
Treasury stock, at cost—88,049,059 shares
(296
)
 
 
 
(296
)
Note receivable from parent
(24
)
 
 
 
(24
)
Accumulated other comprehensive income
94
 
 
(5
)
(5
)
89
 
Accumulated deficit
(2,168
)
 
6
 
(5
)
(2,162
)
Total Momentive Specialty Chemicals Inc. shareholder’s deficit
(1,990
)
 
1
 
 
(1,989
)
Noncontrolling interest
4
 
 
 
 
4
 
Total deficit
(1,986
)
 
1
 
 
(1,985
)
Total liabilities and deficit
$
3,218
 
 
$
(55
)
 
$
3,163
 
See Notes to Pro Forma Condensed Consolidated Financial Statements

 

 

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
MOMENTIVE SPECIALTY CHEMICALS INC. (Unaudited)
 
 
Nine Months Ended September 30, 2010
(In millions)
As Reported (6)
 
 Adjustments (7)
 
Pro Forma
Net sales
$
3,852
 
 
$
(252
)
 
3,600
 
Cost of sales
3,252
 
 
(223
)
 
3,029
 
Gross profit
600
 
 
(29
)
 
571
 
Selling, general and administrative expense
281
 
 
(19
)
 
262
 
Terminated merger and settlement income, net
(91
)
 
 
 
(91
)
Other operating expense, net
16
 
 
(1
)
 
15
 
Operating income
394
 
 
(9
)
 
385
 
Interest expense, net
205
 
 
 
 
205
 
Other non-operating expense, net
9
 
 
(1
)
 
8
 
Income from continuing operations before income tax and earnings from unconsolidated entities
180
 
 
(8
)
 
172
 
Income tax expense
25
 
 
(2
)
 
23
 
Income from continuing operations before earnings from unconsolidated entities
155
 
 
(6
)
 
149
 
Earnings from unconsolidated entities, net of taxes
6
 
 
 
 
6
 
Net income from continuing operations
$
161
 
 
$
(6
)
 
$
155
 
See Notes to Pro Forma Condensed Consolidated Financial Statements
 

 

 

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
MOMENTIVE SPECIALTY CHEMICALS INC. (Unaudited)
 
 
Year Ended December 31, 2009
(In millions)
As Reported (8)
 
Adjustments (7)
 
Pro Forma
Net sales
$
4,030
 
 
$
(279
)
 
$
3,751
 
Cost of sales
3,511
 
 
(251
)
 
3,260
 
Gross profit
519
 
 
(28
)
 
491
 
Selling, general and administrative expense
345
 
 
(25
)
 
320
 
Terminated merger and settlement income, net
(62
)
 
 
 
(62
)
Asset impairments
50
 
 
(1
)
 
49
 
Business realignment costs
56
 
 
(15
)
 
41
 
Other operating expense, net
14
 
 
(4
)
 
10
 
Operating income
116
 
 
17
 
 
133
 
Interest expense, net
223
 
 
 
 
223
 
Gain on extinguishment of debt
(224
)
 
 
 
(224
)
Income from continuing operations before income tax and earnings from unconsolidated entities
117
 
 
17
 
 
134
 
Income tax expense (benefit)
2
 
 
(10
)
 
(8
)
Income from continuing operations before earnings from unconsolidated entities
115
 
 
27
 
 
142
 
Earnings from unconsolidated entities, net of taxes
2
 
 
 
 
2
 
Net income from continuing operations
$
117
 
 
$
27
 
 
$
144
 
See Notes to Pro Forma Condensed Consolidated Financial Statements
 

 

 

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
MOMENTIVE SPECIALTY CHEMICALS INC. (Unaudited)
 
 
Year Ended December 31, 2008
(In millions)
As Reported (8)
 
Adjustments (7)
 
Pro Forma
Net sales
$
6,093
 
 
$
(403
)
 
$
5,690
 
Cost of sales
5,467
 
 
(376
)
 
5,091
 
Gross profit
626
 
 
(27
)
 
599
 
Selling, general and administrative expense
393
 
 
(33
)
 
360
 
Terminated merger and settlement expense, net
1,027
 
 
 
 
1,027
 
Integration and transaction costs
27
 
 
 
 
27
 
Asset impairments
21
 
 
(6
)
 
15
 
Business realignment costs
41
 
 
(9
)
 
32
 
Other operating expense, net
10
 
 
(1
)
 
9
 
Operating loss
(893
)
 
22
 
 
(871
)
Interest expense, net
304
 
 
(1
)
 
303
 
Other non-operating expense, net
7
 
 
(1
)
 
6
 
Loss from continuing operations before income tax and earnings from unconsolidated entities
(1,204
)
 
24
 
 
(1,180
)
Income tax benefit
(17
)
 
1
 
 
(16
)
Loss from continuing operations before earnings from unconsolidated entities
(1,187
)
 
23
 
 
(1,164
)
Earnings from unconsolidated entities, net of taxes
2
 
 
 
 
2
 
Net loss from continuing operations
$
(1,185
)
 
$
23
 
 
$
(1,162
)
See Notes to Pro Forma Condensed Consolidated Financial Statements
 

 

 

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
MOMENTIVE SPECIALTY CHEMICALS INC. (Unaudited)
 
 
Year Ended December 31, 2007
(In millions)
As Reported (8)
 
Adjustments (7)
 
Pro Forma
Net sales
$
5,810
 
 
$
(390
)
 
$
5,420
 
Cost of sales
5,019
 
 
(356
)
 
4,663
 
Gross profit
791
 
 
(34
)
 
757
 
Selling, general and administrative expense
390
 
 
(26
)
 
364
 
Integration and transaction costs
39
 
 
(4
)
 
35
 
Asset impairments
32
 
 
(11
)
 
21
 
Business realignment costs
21
 
 
(4
)
 
17
 
Other operating expense, net
7
 
 
 
 
7
 
Operating income
302
 
 
11
 
 
313
 
Interest expense, net
310
 
 
(1
)
 
309
 
Other non-operating expense, net
15
 
 
 
 
15
 
Loss from continuing operations before income tax and earnings from unconsolidated entities
(23
)
 
12
 
 
(11
)
Income tax expense
44
 
 
2
 
 
46
 
Loss from continuing operations before earnings from unconsolidated entities
(67
)
 
10
 
 
(57
)
Earnings from unconsolidated entities, net of taxes
4
 
 
 
 
4
 
Net loss from continuing operations
$
(63
)
 
$
10
 
 
$
(53
)
See Notes to Pro Forma Condensed Consolidated Financial Statements
 

 

 

Momentive Specialty Chemicals Inc.
Notes to Pro Forma Condensed Consolidated Financial Statements (Unaudited)
(dollars in millions)
 
(1) Represents balances as reported on the unaudited Condensed Consolidated Balance Sheet included in the Company's Form 10-Q for the quarterly period ended September 30, 2010.
 
(2) Represents cash proceeds from the Buyer including the purchase price of $120 and adjustments relating to cash and working capital that transferred to the Buyer as part of the Purchase Agreement, net of transferred indebtedness and pension plan liability. Adjustment amounts are calculated on a pro forma basis as if the sale of the IAR business occurred on September 30, 2010.
 
Purchase price
$
120
 
Adjustments
(2
)
Total adjustments to cash and cash equivalents
$
118
 
 
(3) Represents an adjustment for the Company's VAT receivable and the accounts receivable balance that was included in the Condensed Consolidated Balance Sheet as of September 30, 2010 included in the Company's quarterly report of Form 10-Q for the quarter ended September 30, 2010. As part of the Transaction the Value-Added Tax ("VAT") receivable recorded on the Company's Condensed Consolidated Balance Sheet as of September 30, 2010 will be transferred to the Purchaser, with the Purchaser agreeing to remit cash received to the Company upon collection. As such, an adjustment for the expected remittance of the VAT receivable has been made.
 
Accounts receivable as of September 30, 2010
$
(63
)
VAT receivable
11
 
Total adjustments to accounts receivable
$
(52
)
 
(4) Represents the carrying value of assets and liabilities transferred to the Buyer that were included in the Condensed Consolidated Balance Sheet as of September 30, 2010 included in the Company's quarterly report of Form 10-Q for the quarter ended September 30, 2010.
 
(5) Represents the estimated gain on the sale of the IAR business had the transaction occurred on September 30, 2010, net of the write-off of cumulative translation adjustments of $5 and net of applicable income taxes.
 
(6) Represents results of operations as reported on the unaudited Condensed Consolidated Statements of Operations included in the Company's Form 10-Q for the quarterly period ended September 30, 2010.
 
(7) Represents results of the IAR business.
 
(8) Represents results of operations as reported on the audited Consolidated Statements of Operations included in the Company's 2009 Annual Report on Form 10-K, as revised on Form 8-K filed on October 20, 2010.