EX-1 2 a05-9070_1ex1.htm EX-1

 

Exhibit 1

 

JSG FUNDING PLC

 

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

 

The unaudited pro forma condensed consolidated balance sheet gives pro forma effect to the sale of the specialty paper and tissue operations of Munksjö and the application of the net proceeds therefrom, as if those transactions had occurred on December 31, 2004.  The unaudited pro forma condensed consolidated statement of operations gives pro forma effect to the sale of the Munksjö specialty paper and tissue operations and the application of the net proceeds therefrom, as if those transactions had occurred on January 1, 2004.  The sale of the Munksjö specialties business was completed on March 1, 2005.  The sale of the Munksjö tissue business is subject to customary closing conditions.

 

The unaudited pro forma financial statements exclude (i) the impact of the issuance and sale by JSG Funding plc ("JSG Funding") of its 7.75% senior subordinated notes due 2015 and (ii) the application of the net proceeds from such offering to fund the purchase of JSG Funding's 15.5% subordinated notes due 2013 pursuant to a tender offer, which was completed on February 14, 2005, and to pay related fees and expenses.

 

The unaudited pro forma financial statements are for informational purposes only and should not be considered indicative of actual results that would have been achieved had the sale of the Munksjö specialty paper and tissue operations been completed on the date or for the period presented, and does not purport to indicate consolidated balance sheet data or statement of operations data as of any future date or for any future period.  The unaudited pro forma financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in JSG Funding's Annual Report on Form 20-F for the year ended December 31, 2004. 

 

Unless otherwise indicated, the pro forma financial statements are presented by applying the SEC’s rules with regard to pro forma financial information to historical financial statements prepared under Irish GAAP and using the euro as the functional currency.  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 Annual Report on Form 20-F for the year ended December 31, 2004.

 



 

JSG Funding plc

Unaudited Pro Forma Condensed Consolidated Balance Sheet

December 31, 2004

(euro in thousands)

 

 

 

 

 

Munksjö

 

 

 

 

 

 

 

Specialties

 

Pro Forma

 

 

 

JSG Funding plc

 

Disposal (a)

 

JSG Funding plc (b)

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash

 

 248,033

 

 (9,400

)

 238,633

 

Accounts receivable and prepayments

 

925,048

 

(68,143

)

856,905

 

Inventories

 

452,166

 

(70,303

)

381,863

 

Total current assets

 

1,625,247

 

(147,846

)

1,477,401

 

 

 

 

 

 

 

 

 

Investments

 

81,895

 

 

81,895

 

Property, plant and equipment

 

2,334,858

 

(277,078

)

2,057,780

 

Intangible assets

 

1,455,130

 

(126,900

)

1,328,230

 

Amounts due from affiliates

 

263,575

 

 

263,575

 

Total assets

 

 5,760,705

 

 (551,824

)

 5,208,881

 

 

 

 

 

 

 

 

 

LIABILITIES, MINORITY INTERESTS AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Bank loans, overdrafts and other borrowing

 

 104,841

 

 (4,516

)

 100,325

 

Current maturity of long term debt

 

4,470

 

 

4,470

 

Accrued payable and accrued liabilities

 

1,060,361

 

(86,317

)

974,044

 

Total current liabilities

 

1,169,672

 

(90,833

)

1,078,839

 

 

 

 

 

 

 

 

 

Long term debt

 

3,051,468

 

(444,000

)

2,607,468

 

Deferred debt issuance costs

 

(91,628

)

11,100

 

(80,528

)

Provisions for liabilities and charges

 

632,640

 

(61,225

)

571,415

 

Capital grants deferred

 

14,260

 

(19

)

14,241

 

Minority interests (equity interests)

 

115,192

 

 

115,192

 

Total long term liabilities and minority interests

 

3,721,932

 

(494,144

)

3,227,788

 

Total shareholders’ equity

 

869,101

 

33,153

 

902,254

 

Total liabilities, minority interests and shareholders’ equity

 

 5,760,705

 

 (551,824

)

 5,208,881

 

 

See accompanying notes to the unaudited pro forma condensed consolidated balance sheet

 



 

JSG Funding plc

Notes to the Unaudited Pro Forma Condensed Consolidated Balance Sheet

December 31, 2004

(euro in thousands)

 


(a)          This pro forma adjustment represents the disposal of the specialty paper and tissue operations of Munksjö and the receipt of the net proceeds from these sales.   The sale of our Munksjö specialties business to The EQT III Fund was completed on March 1, 2005. The sale of our Munskjö tissue business is subject to customary closing conditions. The sales are expected to yield aggregate net proceeds of €444,000.

 

(b)         Irish GAAP differs in certain significant respects from U.S. GAAP. A detailed discussion of those differences from a historical perspective is included in note 37 to JSG Funding’s audited consolidated financial statements for the year ended December 31, 2004, which are included in JSG Funding’s Annual Report on Form 20-F for the year ended December 31, 2004. In addition, the following pro forma adjustments will be impacted:

 

Debt issuance costs are classified as a reduction to the debt liability balances under Irish GAAP, but are classified as part of other assets for U.S. GAAP purposes.

 

The following table presents a reconciliation from Irish GAAP to U.S. GAAP for pro forma debt and shareholders’ equity balances at December 31, 2004:

 

 

 

 

Gross Debt

 

Shareholders’ Equity

 

 

 

 

 

 

 

Per Irish GAAP

 

 2,712,263

(1)

 902,254

 

Reconciling items:

 

 

 

 

 

Reclassify fair value of currency swaps

 

(126,144

)

 

Other reconciling items  (2)

 

 

(137,542

)

Per U.S. GAAP

 

 2,586,119

 

 764,712

 


(1)   The balance is net of €126,144 in fair value of related currency swaps on certain outstanding indebtedness.

(2)   See note 37 to the historical financial statements included in JSG Funding's Annual Report on Form 20-F for the year ended December 31, 2004.

 

 



 

JSG Funding plc

Unaudited Pro Forma  Condensed Consolidated Statement of Operations

Year  Ended December  31, 2004

(euro in thousands)

 

 

 

 

 

Munksjö

 

Pro Forma

 

 

 

 

 

Specialties

 

JSG

 

 

 

JSG Funding plc

 

Disposal

 

Funding plc

 

 

 

 

 

 

 

 

 

Net sales

 

 4,805,082

 

 (511,542

)

 4,293,540

 

Cost of sales

 

3,435,374

 

(378,761

)

3,056,613

 

Goodwill amortization

 

37,925

 

(3,254

)

34,671

 

Gross profit

 

1,331,783

 

(129,527

)

1,202,256

 

Net operating expenses

 

1,010,564

 

(71,799

)

938,765

 

Reorganization and restructuring costs

 

39,430

 

 

39,430

 

Operating income subsidiaries - continuing

 

281,789

 

(57,728

)

224,061

 

Share of associates’ operating income

 

12,611

 

 

12,611

 

Total operating income

 

294,400

 

(57,728

)

236,672

 

Income on sale of operations

 

22,173

 

 

22,173

 

Interest income

 

8,335

 

(1,249

)

7,086

 

Interest expense

 

(299,338

)

50,394

(a)

(248,944

)

Other financial expense

 

(15,718

)

 

(15,718

)

Share of associates’ net interest

 

(1,301

)

 

(1,301

)

Income before taxes and equity minority interests

 

8,551

 

(8,583

)

(32

)

Taxes on income

 

(26,973

)

12,771

 

(14,202

)

Income before equity minority interests and preferred dividends

 

(18,422

)

4,188

 

(14,234

)

Equity minority interests

 

(16,067

)

 

(16,067

)

Net loss available to ordinary shareholders

 

 (34,489

)

4,188

 

(30,301

)

 



 

JSG Funding plc

Notes to the Unaudited Pro Forma  Condensed Consolidated Statement of Operations

Year  Ended December  31, 2004

(euro in thousands)

 


(a) To record the change in interest expense for JSG Funding on a pro forma basis:

 

 

 

Year Ended

 

 

 

December 31, 2004

 

 

 

 

 

Revolving credit facility (unused portion @ 0.75%)

 

 3,188

 

Term Loan A (unused portion @ 0.50%)

 

935

 

Term Loan B (€351,521 @ 6.28%)

 

22,076

 

Term Loan C (€373,899 @ 6.77%)

 

25,313

 

Senior notes (€350,000 @ 10.13%)

 

35,438

 

Senior notes ($750,000 @ 9.53%)

 

58,671

 

6.75% notes due 2005 remaining (€171,794 @ 7.09%)(1)

 

12,180

 

7.50% debentures due 2025 remaining (€243,589 @ 8.25%)(1)

 

17,704

 

Capitalised leases remaining (€17,400 @ 6.50%)

 

1,131

 

Securitization notes (€210,000 @ 4.30%)

 

9,030

 

PIK Units (€289,848 @ 15.5%)(2)

 

44,539

 

Subsidiary debt remaining (€76,000 @ 5.97%)

 

4,239

 

Other annual financing fees

 

500

 

Cash interest expense

 

234,944

 

 

 

 

 

Amortization of deferred financing costs

 

14,000

 

Effect of Munksjö proceeds

 

(21,033

)

Eliminate historical interest

 

(278,305

)

Pro forma adjustment to interest expense

 

 (50,394

)

 


(1)          These amounts include €28,994 in fair value of related currency swaps.  The assumed interest rates are based on an estimated effective rate.

(2)   These amounts do not reflect the purchase of the 15.5% subordinated notes due 2013 pursuant to a tender offer, which was completed on February 14, 2005.  All of the 15.5% euro subordinated notes were tendered in the tender offer.  We intend to redeem the .01% of the 15.5% dollar subordinated notes not tendered pursuant to the tender offer in accordance with the terms and conditions of the indenture governing the 15.5% dollar subordinated notes.  JSG Funding applied the net proceeds from the issuance and sale of its 7.75% senior subordinated notes due 2015, also not reflected above, to fund the purchase of the 15.5% subordinated notes pursuant to the tender offer and to pay related fees and expenses.

 

 

The amortization of the deferred financing costs was estimated using the straight-line method over an estimated average term of approximately 6.5 years. Actual amortization will be computed using the effective interest method based on an allocation to each individual debt instrument. The above interest amounts on the variable rate revolver and term loans are based on December 31, 2004 three-month LIBOR interest rates plus an applicable spread. Assuming a 1/8 of one percent variance in these LIBOR rates, the aggregate effect on pro forma interest expense would be €1,843 for the year ended December 31, 2004.