UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 1, 2013
Rockwood Holdings, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware |
|
001-32609 |
|
52-2277366 |
|
(Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer |
100 Overlook Center
Princeton, New Jersey 08540
(Address of registrant’s principal executive office)
(609) 514-0300
(Registrant’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registration under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On October 1, 2013, Rockwood Specialties Group, Inc. (“Rockwood”), an indirect subsidiary of Rockwood Holdings, Inc. (the “Company”), completed the sale of its Clay-based Additives business (the “Business”), to BYK Chemie GmbH, a German limited liability company, and Altana AG, a corporation organized under the laws of Germany (“Altana”) as guarantor, for a purchase price of $635 million, subject to customary adjustments. The Company received cash proceeds of $626.6 million at the closing. The Business develops and manufactures a range of specialty rheology modifiers and additives.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro forma financial information.
(i) Rockwood Holdings, Inc.
ROCKWOOD HOLDINGS, INC. UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma condensed consolidated balance sheet and statements of operations are presented to illustrate the estimated effects of the sale by Rockwood, of the Business to BYK Chemie GmbH, a German limited liability company, and Altana AG, a corporation organized under the laws of Germany as guarantor.
The unaudited pro forma condensed consolidated financial information presented for the balance sheet as of June 30, 2013, comparative statements of operations for the years ended December 31, 2012, 2011, and 2010 and the six months ended June 30, 2013 and 2012 are based upon the historical results of operations, adjusted to reflect the pro forma effect as if the sale of the Clay-based Additives business, had occurred on January 1, 2010 with respect to the statements of operations and on June 30, 2013 with respect to the balance sheet. As of September 30, 2013, the Clay-based Additives business met the criteria for being reported as a discontinued operation. The historical consolidated financial information presented herein should be read in conjunction with the audited consolidated financial statements and notes thereto appearing in Rockwood Holdings, Inc.’s annual report on Form 10-K for the year ended December 31, 2012 and the unaudited condensed consolidated financial statements and notes thereto included in Rockwood Holdings, Inc.’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2013.
The unaudited pro forma condensed consolidated financial information is for illustrative purposes only. Such information does not purport to be indicative of the financial condition and the results of operations that would have been achieved had the sale of the Clay-based Additives business, for which Rockwood Holdings, Inc. is giving pro forma effect, actually occurred on the dates referred to above or the financial condition and the results of operations that may be expected in the future. Such information has been prepared based upon currently available information and assumptions that Rockwood Holdings, Inc. believes are reasonable. Such currently available information and assumptions may prove to be inaccurate over time.
The Company has elected to assume that the cash proceeds will be used for general corporate purposes. In accordance with Securities and Exchange Commission (“SEC”) guidance, we have assumed no interest income on the remaining cash proceeds. However, we do expect to generate additional earnings through the use of these cash proceeds.
On September 6, 2013, the Company filed a Form 8-K to provide an unaudited pro forma condensed consolidated balance sheet and statements of operations to reflect the sale of CeramTec, our advanced ceramics business, on August 31, 2013. These pro forma adjustments have been included within this Form 8-K to reflect the impact of the Company’s continuing operations subsequent to the sales of these businesses.
ROCKWOOD HOLDINGS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 2013
(Dollars in millions; shares in thousands)
(Unaudited)
|
|
|
|
|
Advanced |
|
Clay-based |
|
|
| ||||
|
|
|
Rockwood |
|
Ceramics |
|
Additives |
|
Pro Forma |
| ||||
|
|
|
Historical |
|
Adjustments (a) |
|
Adjustments |
|
As Adjusted |
| ||||
|
ASSETS |
|
|
|
|
|
|
|
|
| ||||
|
Current assets: |
|
|
|
|
|
|
|
|
| ||||
|
Cash and cash equivalents |
|
$ |
321.7 |
|
$ |
812.9 |
|
$ |
606.9 |
(b) |
$ |
1,741.5 |
|
|
Accounts receivable, net |
|
589.6 |
|
(76.9 |
) |
(28.4 |
) |
484.3 |
| ||||
|
Inventories |
|
778.5 |
|
(92.1 |
) |
(25.8 |
) |
660.6 |
| ||||
|
Deferred income taxes |
|
10.4 |
|
(1.0 |
) |
— |
|
9.4 |
| ||||
|
Prepaid expenses and other current assets |
|
94.8 |
|
40.8 |
|
15.9 |
|
151.5 |
| ||||
|
Total current assets |
|
1,795.0 |
|
683.7 |
|
568.6 |
|
3,047.3 |
| ||||
|
Property, plant and equipment, net |
|
1,730.9 |
|
(308.4 |
) |
(46.8 |
) |
1,375.7 |
| ||||
|
Goodwill |
|
854.5 |
|
(250.6 |
) |
— |
|
603.9 |
| ||||
|
Other intangible assets, net |
|
410.9 |
|
(83.4 |
) |
(11.9 |
) |
315.6 |
| ||||
|
Deferred financing costs, net |
|
29.8 |
|
(10.6 |
) |
— |
|
19.2 |
| ||||
|
Deferred income taxes |
|
174.2 |
|
44.0 |
|
3.5 |
|
221.7 |
| ||||
|
Other assets |
|
68.5 |
|
(0.5 |
) |
— |
|
68.0 |
| ||||
|
Total assets |
|
$ |
5,063.8 |
|
$ |
74.2 |
|
$ |
513.4 |
|
$ |
5,651.4 |
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
| ||||
|
Current liabilities: |
|
|
|
|
|
|
|
|
| ||||
|
Accounts payable |
|
$ |
247.0 |
|
$ |
(17.3 |
) |
$ |
(8.5 |
) |
$ |
221.2 |
|
|
Income taxes payable |
|
9.9 |
|
(7.8 |
) |
— |
|
2.1 |
| ||||
|
Accrued compensation |
|
106.2 |
|
(18.9 |
) |
(1.9 |
) |
85.4 |
| ||||
|
Accrued expenses and other current liabilities |
|
166.7 |
|
(28.5 |
) |
(4.0 |
) |
134.2 |
| ||||
|
Deferred income taxes |
|
4.4 |
|
(0.3 |
) |
— |
|
4.1 |
| ||||
|
Long-term debt, current portion |
|
43.3 |
|
(35.5 |
) |
— |
|
7.8 |
| ||||
|
Total current liabilities |
|
577.5 |
|
(108.3 |
) |
(14.4 |
) |
454.8 |
| ||||
|
Long-term debt |
|
2,180.3 |
|
(878.4 |
) |
— |
|
1,301.9 |
| ||||
|
Pension and related liabilities |
|
564.8 |
|
(78.6 |
) |
(0.9 |
) |
485.3 |
| ||||
|
Deferred income taxes |
|
76.2 |
|
(22.2 |
) |
0.1 |
|
54.1 |
| ||||
|
Other liabilities |
|
119.1 |
|
(5.4 |
) |
(0.6 |
) |
113.1 |
| ||||
|
Total liabilities |
|
3,517.9 |
|
(1,092.9 |
) |
(15.8 |
) |
2,409.2 |
| ||||
|
Commitments and Contingencies |
|
|
|
|
|
|
|
|
| ||||
|
Restricted stock units |
|
20.2 |
|
— |
|
— |
|
20.2 |
| ||||
|
EQUITY |
|
|
|
|
|
|
|
|
| ||||
|
Rockwood Holdings, Inc. stockholders’ equity: |
|
|
|
|
|
|
|
|
| ||||
|
Common stock ($0.01 par value, 400,000 shares authorized, 79,247 shares issued and 75,742 shares outstanding) |
|
0.8 |
|
— |
|
— |
|
0.8 |
| ||||
|
Paid-in capital |
|
1,243.7 |
|
— |
|
— |
|
1,243.7 |
| ||||
|
Accumulated other comprehensive loss |
|
(73.1 |
) |
22.3 |
|
— |
|
(50.8 |
) | ||||
|
Retained earnings |
|
416.5 |
|
1,144.8 |
|
529.2 |
(c) |
2,090.5 |
| ||||
|
Treasury stock, at cost (3,505 shares) |
|
(217.8 |
) |
— |
|
— |
|
(217.8 |
) | ||||
|
Total Rockwood Holdings, Inc. stockholders’ equity |
|
1,370.1 |
|
1,167.1 |
|
529.2 |
|
3,066.4 |
| ||||
|
Noncontrolling interest |
|
155.6 |
|
— |
|
— |
|
155.6 |
| ||||
|
Total equity |
|
1,525.7 |
|
1,167.1 |
|
529.2 |
|
3,222.0 |
| ||||
|
Total liabilities and equity |
|
$ |
5,063.8 |
|
$ |
74.2 |
|
$ |
513.4 |
|
$ |
5,651.4 |
|
Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet
1. Pro Forma Assumptions and Adjustments
(a) See the Company’s Form 8-K filed on September 6, 2013, related to the sale of the CeramTec business, for a description of the above adjustments.
(b) The proceeds from the sale and related adjustments (as if the sale had occurred on June 30, 2013 with respect to the balance sheet) are as follows (in millions):
|
Base sales price, net of customary adjustments |
|
$ |
615.5 |
|
|
Estimated fees and expenses associated with sale |
|
(8.6 |
) | |
|
Net proceeds |
|
$ |
606.9 |
|
The Company has elected to assume that the cash proceeds will be used for general corporate purposes. In accordance with SEC guidance, we have assumed no interest income on the cash proceeds.
(c) This represents the net gain on sale of $529.2 million (including $1.5 million of taxes). The effects of the gain and the write-off of deferred financing costs were not reflected, however, in the pro forma statements of operations as the adjustments are non-recurring in nature. We do not expect the transaction to have any federal tax effect as a result of utilization of net operating losses.
ROCKWOOD HOLDINGS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Dollars in millions; except per share amounts; shares in thousands)
(Unaudited)
|
|
|
Six months ended |
|
Six months ended |
| ||||||||||||||||||||
|
|
|
June 30, 2013 |
|
June 30, 2012 |
| ||||||||||||||||||||
|
|
|
|
|
Advanced |
|
Clay-based |
|
|
|
|
|
Advanced |
|
Clay-based |
|
|
| ||||||||
|
|
|
Rockwood |
|
Ceramics |
|
Additives |
|
Pro Forma |
|
Rockwood |
|
Ceramics |
|
Additives |
|
Pro Forma |
| ||||||||
|
|
|
Historical |
|
Adjustments (a) |
|
Adjustments |
|
As Adjusted |
|
Historical |
|
Adjustments (a) |
|
Adjustments |
|
As Adjusted |
| ||||||||
|
Net sales |
|
$ |
1,906.9 |
|
$ |
(292.9 |
) |
$ |
(99.3 |
) |
$ |
1,514.7 |
|
$ |
1,815.1 |
|
$ |
(287.4 |
) |
$ |
(105.7 |
) |
$ |
1,422.0 |
|
|
Cost of products sold |
|
1,365.8 |
|
(162.8 |
) |
(62.3 |
) |
1,140.7 |
|
1,152.0 |
|
(161.9 |
) |
(64.2 |
) |
925.9 |
| ||||||||
|
Gross profit |
|
541.1 |
|
(130.1 |
) |
(37.0 |
) |
374.0 |
|
663.1 |
|
(125.5 |
) |
(41.5 |
) |
496.1 |
| ||||||||
|
Selling, general and administrative expenses |
|
375.4 |
|
(75.1 |
) |
(11.5 |
) |
288.8 |
|
344.4 |
|
(57.0 |
) |
(12.3 |
) |
275.1 |
| ||||||||
|
Restructuring and other severance costs |
|
9.8 |
|
(0.1 |
) |
(0.1 |
) |
9.6 |
|
17.9 |
|
(0.1 |
) |
(0.5 |
) |
17.3 |
| ||||||||
|
Asset write-downs and other |
|
5.1 |
|
(0.3 |
) |
— |
|
4.8 |
|
0.2 |
|
— |
|
— |
|
0.2 |
| ||||||||
|
Operating income |
|
150.8 |
|
(54.6 |
) |
(25.4 |
) |
70.8 |
|
300.6 |
|
(68.4 |
) |
(28.7 |
) |
203.5 |
| ||||||||
|
Other expenses, net: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
Interest expense, net |
|
(52.3 |
) |
16.0 |
|
— |
|
(36.3 |
) |
(35.4 |
) |
19.5 |
|
— |
|
(15.9 |
) | ||||||||
|
Loss on early extinguishment/modification of debt |
|
(17.6 |
) |
— |
|
— |
|
(17.6 |
) |
(12.4 |
) |
— |
|
— |
|
(12.4 |
) | ||||||||
|
Foreign exchange loss on financing activities, net |
|
(11.4 |
) |
15.8 |
|
(6.2 |
)(b) |
(1.8 |
) |
(7.7 |
) |
24.8 |
|
(10.2 |
)(b) |
6.9 |
| ||||||||
|
Other, net |
|
— |
|
— |
|
— |
|
— |
|
0.1 |
|
— |
|
— |
|
0.1 |
| ||||||||
|
Other expenses, net |
|
(81.3 |
) |
31.8 |
|
(6.2 |
) |
(55.7 |
) |
(55.4 |
) |
44.3 |
|
(10.2 |
) |
(21.3 |
) | ||||||||
|
Income from continuing operations before taxes |
|
69.5 |
|
(22.8 |
) |
(31.6 |
) |
15.1 |
|
245.2 |
|
(24.1 |
) |
(38.9 |
) |
182.2 |
| ||||||||
|
Income tax provision (benefit) |
|
19.2 |
|
(5.3 |
) |
(10.7 |
)(c) |
3.2 |
|
(78.2 |
) |
(11.2 |
) |
(2.3 |
)(d) |
(91.7 |
) | ||||||||
|
Net income from continuing operations |
|
50.3 |
|
(17.5 |
) |
(20.9 |
) |
11.9 |
|
323.4 |
|
(12.9 |
) |
(36.6 |
) |
273.9 |
| ||||||||
|
Net loss (income) attributable to noncontrolling interest |
|
0.9 |
|
— |
|
— |
|
0.9 |
|
(22.7 |
) |
— |
|
— |
|
(22.7 |
) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
Net income attributable to Rockwood Holdings, Inc. shareholders from continuing operations |
|
$ |
51.2 |
|
$ |
(17.5 |
) |
$ |
(20.9 |
) |
$ |
12.8 |
|
$ |
300.7 |
|
$ |
(12.9 |
) |
$ |
(36.6 |
) |
$ |
251.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
Earnings per share attributable to Rockwood Holdings, Inc. shareholders from continuing operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
Basic |
|
$ |
0.66 |
|
|
|
|
|
$ |
0.16 |
|
$ |
3.88 |
|
|
|
|
|
$ |
3.24 |
| ||||
|
Diluted |
|
0.64 |
|
|
|
|
|
0.16 |
|
3.76 |
|
|
|
|
|
3.14 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
Dividends declared per share of common stock |
|
$ |
0.80 |
|
|
|
|
|
$ |
0.80 |
|
$ |
0.35 |
|
|
|
|
|
$ |
0.35 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
Weighted average number of basic shares outstanding |
|
77,806 |
|
|
|
|
|
77,806 |
|
77,492 |
|
|
|
|
|
77,492 |
| ||||||||
|
Weighted average number of diluted shares outstanding |
|
79,461 |
|
|
|
|
|
79,461 |
|
79,994 |
|
|
|
|
|
79,994 |
| ||||||||
Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations
1. Pro Forma Assumptions and Adjustments
(a) See the Company’s Form 8-K filed on September 6, 2013, related to the sale of the CeramTec business, for a description of the above adjustments.
(b) Represents the mark-to-market impact of the repayment of an intercompany loan as a result of the sale of the Clay-based Additives business.
(c) The effective tax rate is lower than the U.S. statutory tax rate of 35% primarily due to the foreign earnings mix.
(d) The effective tax rate is lower than the U.S. statutory tax rate of 35% primarily due to the assumed domestic utilization of net operating loss carryforwards for which the Company had previously provided a valuation allowance.
ROCKWOOD HOLDINGS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2012
(Dollars in millions; except per share amounts; shares in thousands)
(Unaudited)
|
|
|
|
|
Advanced |
|
Clay-based |
|
|
| ||||
|
|
|
Rockwood |
|
Ceramics |
|
Additives |
|
Pro Forma |
| ||||
|
|
|
Historical |
|
Adjustments (a) |
|
Adjustments |
|
As Adjusted |
| ||||
|
Net sales |
|
$ |
3,506.9 |
|
$ |
(546.7 |
) |
$ |
(191.4 |
) |
$ |
2,768.8 |
|
|
Cost of products sold |
|
2,351.8 |
|
(312.2 |
) |
(122.1 |
) |
1,917.5 |
| ||||
|
Gross profit |
|
1,155.1 |
|
(234.5 |
) |
(69.3 |
) |
851.3 |
| ||||
|
Selling, general and administrative expenses |
|
655.4 |
|
(111.9 |
) |
(23.0 |
) |
520.5 |
| ||||
|
Restructuring and other severance costs |
|
45.5 |
|
(2.5 |
) |
(0.8 |
) |
42.2 |
| ||||
|
Asset write-downs and other |
|
0.9 |
|
(0.2 |
) |
(0.2 |
) |
0.5 |
| ||||
|
Operating income |
|
453.3 |
|
(119.9 |
) |
(45.3 |
) |
288.1 |
| ||||
|
Other expenses, net: |
|
|
|
|
|
|
|
|
| ||||
|
Interest expense, net |
|
(86.7 |
) |
37.6 |
|
— |
|
(49.1 |
) | ||||
|
Loss on early extinguishment/modification of debt |
|
(14.8 |
) |
— |
|
— |
|
(14.8 |
) | ||||
|
Foreign exchange loss on financing activities, net |
|
(9.6 |
) |
(20.4 |
) |
8.1 |
(b) |
(21.9 |
) | ||||
|
Other, net |
|
0.1 |
|
— |
|
— |
|
0.1 |
| ||||
|
Other expenses, net |
|
(111.0 |
) |
17.2 |
|
8.1 |
|
(85.7 |
) | ||||
|
Income from continuing operations before taxes |
|
342.3 |
|
(102.7 |
) |
(37.2 |
) |
202.4 |
| ||||
|
Income tax benefit |
|
(55.9 |
) |
(2.0 |
) |
(3.9 |
)(c) |
(61.8 |
) | ||||
|
Net income from continuing operations |
|
398.2 |
|
(100.7 |
) |
(33.3 |
) |
264.2 |
| ||||
|
Net income attributable to noncontrolling interest |
|
(14.7 |
) |
— |
|
— |
|
(14.7 |
) | ||||
|
Net income attributable to Rockwood Holdings, Inc. shareholders from continuing operations |
|
$ |
383.5 |
|
$ |
(100.7 |
) |
$ |
(33.3 |
) |
$ |
249.5 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Earnings per share attributable to Rockwood Holdings, Inc. shareholders from continuing operations: |
|
|
|
|
|
|
|
|
| ||||
|
Basic |
|
$ |
4.94 |
|
|
|
|
|
$ |
3.21 |
| ||
|
Diluted |
|
4.80 |
|
|
|
|
|
3.12 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Dividends declared per share of common stock |
|
$ |
1.05 |
|
|
|
|
|
$ |
1.05 |
| ||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Weighted average number of basic shares outstanding |
|
77,665 |
|
|
|
|
|
77,665 |
| ||||
|
Weighted average number of diluted shares outstanding |
|
79,943 |
|
|
|
|
|
79,943 |
| ||||
Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations
1. Pro Forma Assumptions and Adjustments
(a) See the Company’s Form 8-K filed on September 6, 2013, related to the sale of the CeramTec business, for a description of the above adjustments.
(b) Represents the mark-to-market impact of the repayment of an intercompany loan as a result of the sale of the Clay-based Additives business.
(c) The effective tax rate is lower than the U.S. statutory tax rate of 35% primarily due to the assumed domestic utilization of net operating loss carryforwards for which the Company had previously provided a valuation allowance.
ROCKWOOD HOLDINGS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2011
(Dollars in millions; except per share amounts; shares in thousands)
(Unaudited)
|
|
|
|
|
Advanced |
|
Clay-based |
|
|
| ||||
|
|
|
Rockwood |
|
Ceramics |
|
Additives |
|
Pro Forma |
| ||||
|
|
|
Historical |
|
Adjustments (a) |
|
Adjustments |
|
As Adjusted |
| ||||
|
Net sales |
|
$ |
3,669.3 |
|
$ |
(585.1 |
) |
$ |
(202.3 |
) |
$ |
2,881.9 |
|
|
Cost of products sold |
|
2,380.0 |
|
(339.2 |
) |
(125.5 |
) |
1,915.3 |
| ||||
|
Gross profit |
|
1,289.3 |
|
(245.9 |
) |
(76.8 |
) |
966.6 |
| ||||
|
Selling, general and administrative expenses |
|
705.9 |
|
(116.0 |
) |
(25.0 |
) |
564.9 |
| ||||
|
Restructuring and other severance costs |
|
14.5 |
|
(0.7 |
) |
— |
|
13.8 |
| ||||
|
Asset write-downs and other |
|
1.6 |
|
(0.6 |
) |
(0.1 |
) |
0.9 |
| ||||
|
Operating income |
|
567.3 |
|
(128.6 |
) |
(51.7 |
) |
387.0 |
| ||||
|
Other expenses, net: |
|
|
|
|
|
|
|
|
| ||||
|
Interest expense, net |
|
(96.1 |
) |
38.3 |
|
— |
|
(57.8 |
) | ||||
|
Loss on early extinguishment/modification of debt |
|
(16.6 |
) |
— |
|
— |
|
(16.6 |
) | ||||
|
Foreign exchange gain on financing activities, net |
|
1.3 |
|
40.5 |
|
(13.2 |
)(b) |
28.6 |
| ||||
|
Other, net |
|
0.2 |
|
— |
|
— |
|
0.2 |
| ||||
|
Other expenses, net |
|
(111.2 |
) |
78.8 |
|
(13.2 |
) |
(45.6 |
) | ||||
|
Income from continuing operations before taxes |
|
456.1 |
|
(49.8 |
) |
(64.9 |
) |
341.4 |
| ||||
|
Income tax provision |
|
124.4 |
|
(6.5 |
) |
(4.1 |
)(c) |
113.8 |
| ||||
|
Net income from continuing operations |
|
331.7 |
|
(43.3 |
) |
(60.8 |
) |
227.6 |
| ||||
|
Net income attributable to noncontrolling interest |
|
(40.6 |
) |
— |
|
— |
|
(40.6 |
) | ||||
|
Net income attributable to Rockwood Holdings, Inc. shareholders from continuing operations |
|
$ |
291.1 |
|
$ |
(43.3 |
) |
$ |
(60.8 |
) |
$ |
187.0 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Earnings per share attributable to Rockwood Holdings, Inc. shareholders from continuing operations: |
|
|
|
|
|
|
|
|
| ||||
|
Basic |
|
$ |
3.80 |
|
|
|
|
|
$ |
2.44 |
| ||
|
Diluted |
|
3.64 |
|
|
|
|
|
2.34 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Weighted average number of basic shares outstanding |
|
76,555 |
|
|
|
|
|
76,555 |
| ||||
|
Weighted average number of diluted shares outstanding |
|
79,865 |
|
|
|
|
|
79,865 |
| ||||
Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations
1. Pro Forma Assumptions and Adjustments
(a) See the Company’s Form 8-K filed on September 6, 2013, related to the sale of the CeramTec business, for a description of the above adjustments.
(b) Represents the mark-to-market impact of the repayment of an intercompany loan as a result of the sale of the Clay-based Additives business.
(c) The effective tax rate is lower than the U.S. statutory tax rate of 35% primarily due to the assumed domestic utilization of net operating loss carryforwards for which the Company had previously provided a valuation allowance.
ROCKWOOD HOLDINGS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2010
(Dollars in millions; except per share amounts; shares in thousands)
(Unaudited)
|
|
|
|
|
Advanced |
|
Clay-based |
|
|
| ||||
|
|
|
Rockwood |
|
Ceramics |
|
Additives |
|
Pro Forma |
| ||||
|
|
|
Historical |
|
Adjustments (a) |
|
Adjustments |
|
As Adjusted |
| ||||
|
Net sales |
|
$ |
3,191.6 |
|
$ |
(515.6 |
) |
$ |
(169.7 |
) |
$ |
2,506.3 |
|
|
Cost of products sold |
|
2,149.8 |
|
(306.2 |
) |
(107.1 |
) |
1,736.5 |
| ||||
|
Gross profit |
|
1,041.8 |
|
(209.4 |
) |
(62.6 |
) |
769.8 |
| ||||
|
Selling, general and administrative expenses |
|
667.6 |
|
(106.1 |
) |
(26.1 |
) |
535.4 |
| ||||
|
Restructuring and other severance costs |
|
5.0 |
|
(1.1 |
) |
— |
|
3.9 |
| ||||
|
Asset write-downs and other |
|
11.5 |
|
(0.8 |
) |
— |
|
10.7 |
| ||||
|
Operating income |
|
357.7 |
|
(101.4 |
) |
(36.5 |
) |
219.8 |
| ||||
|
Other expenses, net: |
|
|
|
|
|
|
|
|
| ||||
|
Interest expense, net |
|
(151.1 |
) |
84.0 |
|
— |
|
(67.1 |
) | ||||
|
Loss on early extinguishment/modification of debt |
|
(1.6 |
) |
— |
|
— |
|
(1.6 |
) | ||||
|
Foreign exchange gain on financing activities, net |
|
(1.0 |
) |
45.0 |
|
(29.4 |
)(b) |
14.6 |
| ||||
|
Other, net |
|
0.5 |
|
— |
|
— |
|
0.5 |
| ||||
|
Other expenses, net |
|
(153.2 |
) |
129.0 |
|
(29.4 |
) |
(53.6 |
) | ||||
|
Income from continuing operations before taxes |
|
204.5 |
|
27.6 |
|
(65.9 |
) |
166.2 |
| ||||
|
Income tax benefit |
|
(24.6 |
) |
11.4 |
|
(3.6 |
)(c) |
(16.8 |
) | ||||
|
Net income from continuing operations |
|
229.1 |
|
16.2 |
|
(62.3 |
) |
183.0 |
| ||||
|
Net income attributable to noncontrolling interest |
|
(9.1 |
) |
— |
|
— |
|
(9.1 |
) | ||||
|
Net income attributable to Rockwood Holdings, Inc. shareholders from continuing operations |
|
$ |
220.0 |
|
$ |
16.2 |
|
$ |
(62.3 |
) |
$ |
173.9 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Earnings per share attributable to Rockwood Holdings, Inc. shareholders from continuing operations: |
|
|
|
|
|
|
|
|
| ||||
|
Basic |
|
$ |
2.93 |
|
|
|
|
|
$ |
2.32 |
| ||
|
Diluted |
|
2.82 |
|
|
|
|
|
2.23 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Weighted average number of basic shares outstanding |
|
74,985 |
|
|
|
|
|
74,985 |
| ||||
|
Weighted average number of diluted shares outstanding |
|
78,093 |
|
|
|
|
|
78,093 |
| ||||
Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations
1. Pro Forma Assumptions and Adjustments
(a) See the Company’s Form 8-K filed on September 6, 2013, related to the sale of the CeramTec business, for a description of the above adjustments.
(b) Represents the mark-to-market impact of the repayment of an intercompany loan as a result of the sale of the Clay-based Additives business.
(c) The effective tax rate is lower than the U.S. statutory tax rate of 35% primarily due to the assumed domestic utilization of net operating loss carryforwards for which the Company had previously provided a valuation allowance.
(d) Exhibits
|
Exhibit No. |
|
Description |
|
|
|
|
|
10.1 (A) |
|
Stock Purchase Agreement, dated July 26, 2013, by Rockwood, an indirect subsidiary of the Company, and BYK Chemie GmbH and Altana as guarantor. |
|
|
|
|
|
99.1 |
|
Press Release dated October 2, 2013 |
(A) Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 31, 2013.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
| |||
|
Rockwood Holdings, Inc. |
| ||
|
|
| ||
|
|
| ||
|
By: |
/s/ Michael W. Valente |
| |
|
|
Name: |
Michael W. Valente |
|
|
|
Title: |
Assistant Secretary |
|
Dated: October 4, 2013