Attached files
| file | filename |
|---|---|
| 8-K/A - FORM 8-K/A - NORTEK INC | b88688e8vkza.htm |
| EX-99.2 - EX-99.2 - NORTEK INC | b88688exv99w2.htm |
| EX-99.1 - EX-99.1 - NORTEK INC | b88688exv99w1.htm |
Exhibit 99.3
| ITEM 2. | FINANCIAL INFORMATION. |
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On December 17, 2010, Nortek, Inc. (the “Company”) acquired all of the outstanding stock of Ergotron, Inc.
(“Ergotron”) for an estimated purchase price of approximately $298.0 million, consisting of initial
cash payments totaling approximately $289.8 million and an estimated payable due to the sellers of
approximately $8.2 million related to the remaining estimated reimbursement of federal and state
tax refunds due to Ergotron for the pre-acquisition period in 2010 of approximately $7.8 million
and an estimated working capital adjustment of $0.4 million. The final amounts due for the
reimbursement of federal and state tax refunds will be determined when the final pre-acquisition
tax returns are filed and the refunds are collected, which is expected to occur in the third and
fourth quarters of 2011.
On December 17, 2009 (the “Effective Date”), the
Company
successfully emerged from bankruptcy as a reorganized company
after voluntarily filing for bankruptcy on October 21,
2009, pursuant to prepackaged plans of reorganization (the
“Reorganization”). The purpose of the Reorganization
was to reorganize the Company’s capital structure while allowing the
Company to
continue to operate its business. The Reorganization was
necessary because it was determined that the
Company would be unable to
operate its business and meet its debt obligations under the Company’s
pre-Reorganization capital structure. In connection with the
Company’s
Reorganization, the
Company adopted fresh-start reporting pursuant to the
provisions of Accounting Standards Codification
(“ASC”) 852, “Reorganizations,” (“ASC
852”). The
Company selected December 19, 2009 as the
fresh-start reporting date since it was the closest fiscal
week-end to the Effective Date of December 17, 2009 and the
effect of using December 19, 2009, instead of
December 17, 2009, was not material to the Company’s financial
condition or results of operations for the periods presented.
Under fresh-start reporting a new reporting entity is deemed to
be created and the assets and liabilities of the entity are
reflected at their fair values (“Fresh Start
Accounting”). Accordingly, the Company’s consolidated financial
statements for the reporting entity subsequent to emergence from
Chapter 11 bankruptcy proceedings are not comparable to the Company’s
consolidated financial statements for the reporting entity prior
to emergence from Chapter 11 bankruptcy proceedings.
References to the “Successor” refer to our Company
subsequent to the fresh-start reporting date and references to
the “Predecessor” refer to our Company prior to the
fresh-start reporting date.
In addition, ASC 852 requires that financial statements,
for periods including and subsequent to a Chapter 11
bankruptcy filing, distinguish between transactions and events
that are directly associated with the reorganization proceedings
and the ongoing operations of the business, as well as
additional disclosures. Effective October 21, 2009,
expenses, gains and losses directly associated with the
reorganization proceedings are reported as gain on
reorganization items, net in the consolidated statement of
operations for our Predecessor period from January 1, 2009
to December 19, 2009.
On the Effective Date, the Company’s capital structure consisted of the
following:
| • | New 11% Senior Secured Notes due 2013. On the Effective Date, the Company issued a total principal amount of $753.3 million in 11% Senior Secured Notes due 2013 (the “11% Notes”) to the former holders of the Company’s 10% Senior Secured Notes due 2013 (the “10% Notes”). | |
| • | New ABL Facility. On the Effective Date, the Company executed a $250.0 million asset-based revolving credit facility, which terminates in 2013, with a group of lenders. In March 2010, the asset-based revolving credit facility was increased to $300.0 million (the “New ABL Facility”). The New ABL Facility had initial outstanding borrowings on the Effective Date of $90.0 million. The New ABL Facility replaced the Predecessor’s pre-petition five-year $350.0 million senior secured asset-based revolving credit (the “Predecessor ABL Facility”). | |
| • | Common Stock and Warrants. On the Effective Date, the Company issued 15,000,000 shares of common stock, par value $0.01 per share, and issued warrants that may be exercised for a period of five years to purchase 789,474 shares of common stock at an exercise price of $52.80 per share to the former holders of the Company’s 10% Notes, 81/2% Senior Subordinated Notes due 2014 (the “81/2% Notes”) and 97/8% Senior Subordinated Notes due 2011 (the “97/8% Notes”), and to the former holders of the Company’s former parent NTK Holdings Inc’s (“NTK Holdings”) 103/4% Senior Discount Notes due 2014 and certain unsecured senior loans issued by NTK Holdings, including certain of the Company’s directors and executive officers. |
| • | Restricted Stock. On the Effective Date, the Company granted 710,731 shares of restricted common stock. These shares were issued to certain of the Company’s executive officers and are eligible to vest in annual installments based upon the achievement of specified levels of adjusted earnings before interest, taxes, depreciation and amortization, as defined in the applicable award agreement, for each of our 2010, 2011, 2012 and 2013 fiscal years. | |
| • | Options to Purchase Common Stock. On the Effective Date, the Company granted options to purchase 710,731 shares of common stock at an exercise price of $17.50 per share. These stock options were issued to certain of the Company’s executive officers and directors and vest at the rate of 20% on each anniversary of the grant date, beginning with the first anniversary of the grant date, with 100% vesting upon the fifth anniversary of the grant date, and, unless terminated earlier, expire on the tenth anniversary of the grant date. |
The following unaudited pro forma condensed consolidated financial statements include the unaudited
pro forma condensed consolidated balance sheet as of October 2, 2010 and the unaudited pro forma condensed
consolidated statement of operations for the first nine months ended October 2, 2010 and the year
ended December 31, 2009. The unaudited pro forma condensed consolidated financial statements give
pro forma effect, where applicable, to the 2010 Ergotron acquisition and the 2009 Fresh-start
Accounting, as noted above.
The unaudited pro forma condensed consolidated balance sheet as of October 2, 2010 has been prepared by
adjusting the actual balance sheets of the Company and Ergotron as if the acquisition of Ergotron
had occurred on October 2, 2010. No pro forma adjustments were necessary for Fresh-start
Accounting as it was already reflected by the Company in the actual balance sheet as of October 2,
2010.
The unaudited pro forma condensed consolidated statement of operations for the first nine months
ended October 2, 2010 has been prepared by adjusting the actual results of the Company and Ergotron
as if the acquisition of Ergotron had occurred on January 1, 2009. No pro forma adjustments were
necessary for Fresh-start Accounting as it was already reflected by the Company in the actual
results for the first nine months ended October 2, 2010.
The unaudited pro forma condensed consolidated statement of operations for the year ended December
31, 2009 has been prepared by adjusting the actual results of the Company and Ergotron as if the
acquisition of Ergotron and Fresh-Start Accounting had occurred on January 1, 2009.
The unaudited pro forma condensed consolidated financial statements are presented for informational
purposes only and are not necessarily indicative of the financial condition or results of
operations that would have occurred had the transactions described above taken place on the dates
indicated above, nor are they necessarily indicative of the Company’s future results of operations.
NORTEK
INC.
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
October 2, 2010
|
Ergotron |
||||||||||||||||
|
Acquisition |
||||||||||||||||
|
Nortek |
Ergotron |
Pro Forma |
Nortek |
|||||||||||||
| Historical | Historical | Adjustments | Pro Forma | |||||||||||||
| (In millions) | ||||||||||||||||
| (Unaudited) | ||||||||||||||||
|
ASSETS
|
||||||||||||||||
|
Current Assets:
|
||||||||||||||||
|
Unrestricted:
|
||||||||||||||||
|
Cash and cash equivalents
|
$ | 53.2 | $ | 13.3 | $ | (6.6 | )(a) | $ | 59.9 | |||||||
|
Restricted:
|
||||||||||||||||
|
Cash
|
0.1 | — | — | 0.1 | ||||||||||||
|
Accounts receivable, net
|
265.8 | 35.6 | — | 301.4 | ||||||||||||
|
Inventories, net
|
292.9 | 17.4 | 7.0 | (b) | 317.3 | |||||||||||
|
Prepaid expenses and other current assets
|
31.1 | 1.9 | 0.6 | (c) | 33.6 | |||||||||||
|
Prepaid income taxes
|
26.7 | 1.9 | (2.6 | )(d) | 26.0 | |||||||||||
|
Total Current Assets
|
669.8 | 70.1 | (1.6 | ) | 738.3 | |||||||||||
|
Property and equipment, net
|
222.4 | 12.3 | 4.1 | (e) | 238.8 | |||||||||||
|
Goodwill
|
159.0 | 0.2 | 134.6 | (f) | 293.8 | |||||||||||
|
Intangible assets, net
|
512.3 | 0.5 | 193.3 | (g) | 706.1 | |||||||||||
|
Deferred debt expense
|
4.0 | — | 6.8 | (h) | 10.8 | |||||||||||
|
Other assets
|
8.6 | — | 2.7 | (i) | 11.3 | |||||||||||
|
Total Assets
|
$ | 1,576.1 | $ | 83.1 | $ | 339.9 | $ | 1,999.1 | ||||||||
|
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
|
||||||||||||||||
|
Current Liabilities:
|
||||||||||||||||
|
Notes payable and other short term obligations
|
$ | 8.5 | $ | — | $ | — | $ | 8.5 | ||||||||
|
Current maturities of long-term debt
|
7.9 | 3.4 | (3.4 | )(j) | 7.9 | |||||||||||
|
Long-term debt
|
2.0 | — | — | 2.0 | ||||||||||||
|
Accounts payable
|
159.4 | 40.0 | — | 199.4 | ||||||||||||
|
Accrued expenses and taxes, net
|
211.6 | 8.0 | 8.2 | (k) | 227.8 | |||||||||||
|
Total Current Liabilities
|
389.4 | 51.4 | 4.8 | 445.6 | ||||||||||||
|
Deferred income taxes
|
84.8 | (0.4 | ) | 75.6 | (l) | 160.0 | ||||||||||
|
Other long-term liabilities
|
154.9 | — | 1.6 | (m) | 156.5 | |||||||||||
|
Notes, mortgage notes and obligations payable, less current
maturities
|
777.2 | — | 290.0 | (n) | 1,067.2 | |||||||||||
|
Stockholders’ Investment:
|
||||||||||||||||
|
Preferred stock
|
— | — | — | — | ||||||||||||
|
Common stock
|
0.1 | — | 0.1 | |||||||||||||
|
Additional paid-in capital
|
173.8 | — | 173.8 | |||||||||||||
|
Accumulated deficit
|
(6.7 | ) | — | (6.7 | ) | |||||||||||
|
Accumulated other comprehensive income
|
2.6 | — | 2.6 | |||||||||||||
|
Ergotron historical equity
|
— | 32.1 | (32.1 | )(o) | — | |||||||||||
|
Total Stockholders’ Investment
|
169.8 | 32.1 | (32.1 | ) | 169.8 | |||||||||||
|
Total Liabilities and Stockholders’ Investment
|
$ | 1,576.1 | $ | 83.1 | $ | 339.9 | $ | 1,999.1 | ||||||||
See Notes to the Unaudited Pro Forma Condensed Consolidated
Balance Sheet
NORTEK,
INC. AND SUBSIDIARIES
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE
FIRST NINE MONTHS ENDED OCTOBER 2, 2010
|
Nortek Historical |
Pro Forma | |||||||||||||||
|
1st
Nine Months Ended |
Ergotron | Ergotron Acquisition |
1st
Nine Months Ended |
|||||||||||||
| October 2, 2010 | Historical | Pro Forma Adjustments | October 2, 2010 | |||||||||||||
| (Amounts in millions, except shares and per share data) | ||||||||||||||||
|
Net sales
|
$ | 1,436.5 | $ | 147.8 | $ | — | $ | 1,584.3 | ||||||||
|
Costs and Expenses:
|
||||||||||||||||
|
Cost of products sold
|
1,051.5 | 94.5 | (0.6 | )(a) | 1,145.4 | |||||||||||
|
Selling, general and administrative expense, net
|
298.0 | 31.5 | 0.6 | (b) | 330.1 | |||||||||||
|
Amortization of intangible assets
|
29.0 | 0.3 | 8.6 | (c) | 37.9 | |||||||||||
| 1,378.5 | 126.3 | 8.6 | 1,513.4 | |||||||||||||
|
Operating earnings
|
58.0 | 21.5 | (8.6 | ) | 70.9 | |||||||||||
|
Interest expense
|
(69.9 | ) | (0.2 | ) | (21.0 | )(d) | (91.1 | ) | ||||||||
|
Investment income
|
0.1 | 0.1 | — | 0.2 | ||||||||||||
|
(Loss) earnings before (benefit) provision for income taxes
|
(11.8 | ) | 21.4 | (29.6 | ) | (20.0 | ) | |||||||||
|
(Benefit) provision for income taxes
|
(8.5 | ) | 7.3 | (11.5 | )(e) | (12.7 | ) | |||||||||
|
Net (loss) earnings
|
$ | (3.3 | ) | 14.1 | $ | (18.1 | ) | $ | (7.3 | ) | ||||||
|
Basic loss per Share
|
$ | (0.22 | ) | $ | (0.49 | )(f) | ||||||||||
|
Diluted loss per Share
|
$ | (0.22 | ) | $ | (0.49 | )(f) | ||||||||||
|
Weighted Average Common Shares:
|
||||||||||||||||
|
Basic
|
15,000,000 | 15,000,000 | (f) | |||||||||||||
|
Diluted
|
15,000,000 | 15,000,000 | (f) | |||||||||||||
NORTEK,
INC. AND SUBSIDIARIES
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE
YEAR ENDED DECEMBER 31, 2009
| Fresh-Start | Ergotron | |||||||||||||||||||||||||||
| Predecessor | Successor | Accounting | Acquisition | Pro Forma | ||||||||||||||||||||||||
|
Jan. 1, 2009 - |
Dec. 20, 2009 - |
Pro Forma |
|
Ergotron |
Pro Forma |
Year Ended |
||||||||||||||||||||||
| Dec. 19, 2009 | Dec. 31, 2009 | Adjustments | Subtotal | Historical | Adjustments | Dec. 31, 2009 | ||||||||||||||||||||||
| (Amounts in millions, except shares and per share data) | ||||||||||||||||||||||||||||
|
Net sales
|
1,763.9 | 44.0 | — | 1,807.9 | 151.4 | — | 1,959.3 | |||||||||||||||||||||
|
Costs and Expenses:
|
||||||||||||||||||||||||||||
|
Cost of products sold
|
1,266.0 | 35.2 | 11.5 | (a) | 1,317.2 | 97.1 | 6.2 | (a) | 1,420.5 | |||||||||||||||||||
| 4.5 | (b) | |||||||||||||||||||||||||||
|
Selling, general and administrative expense, net
|
372.6 | 8.5 | 2.3 | (c) | 383.4 | 37.1 | 1.7 | (b) | 422.2 | |||||||||||||||||||
|
Pre-petition reorganization items
|
22.5 | — | (22.5 | )(d) | — | — | — | — | ||||||||||||||||||||
|
Goodwill impairment charge
|
284.0 | — | (284.0 | )(e) | — | — | — | — | ||||||||||||||||||||
|
Amortization of intangible assets
|
22.2 | 1.5 | 12.8 | (f) | 36.5 | 0.4 | 12.6 | (c) | 49.5 | |||||||||||||||||||
| 1,967.3 | 45.2 | (275.4 | ) | 1,737.1 | 134.6 | 20.5 | 1,892.2 | |||||||||||||||||||||
|
Operating (loss) earnings
|
(203.4 | ) | (1.2 | ) | 275.4 | 70.8 | 16.8 | (20.5 | ) | 67.1 | ||||||||||||||||||
|
Interest expense
|
(135.6 | ) | (3.6 | ) | 44.1 | (g) | (95.1 | ) | (0.4 | ) | (27.8 | ) (d) | (123.3 | ) | ||||||||||||||
|
Investment income
|
0.2 | — | — | 0.2 | — | — | 0.2 | |||||||||||||||||||||
|
(Loss) earnings before gain on reorganization items, net
|
(338.8 | ) | (4.8 | ) | 319.5 | (24.1 | ) | 16.4 | (48.3 | ) | (56.0 | ) | ||||||||||||||||
|
Gain on reorganization items, net
|
619.1 | — | (619.1 | )(h) | — | — | — | — | ||||||||||||||||||||
|
Earnings (loss) before provision (benefit) for income taxes
|
280.3 | (4.8 | ) | (299.6 | ) | (24.1 | ) | 16.4 | (48.3 | ) | (56.0 | ) | ||||||||||||||||
|
Provision (benefit) for income taxes
|
85.0 | (1.4 | ) | (82.8 | )(i) | (2.4 | ) | 5.1 | (18.6 | )(e) | (15.9 | ) | ||||||||||||||||
| (3.2 | )(j) | |||||||||||||||||||||||||||
|
Net earnings (loss)
|
195.3 | (3.4 | ) | (213.6 | ) | (21.7 | ) | 11.3 | (29.7 | ) | (40.1 | ) | ||||||||||||||||
|
Basic Earnings (Loss) per Share
|
65,100.00 | (0.23 | ) | (1.45 | )(k) | (2.67 | )(f) | |||||||||||||||||||||
|
Diluted Earnings (Loss) per Share
|
65,100.00 | (0.23 | ) | (1.45 | )(k) | (2.67 | )(f) | |||||||||||||||||||||
|
Weighted Average Common Shares:
|
||||||||||||||||||||||||||||
|
Basic
|
3,000 | 15,000,000 | 15,000,000 | (k) | 15,000,000 | (f) | ||||||||||||||||||||||
|
Diluted
|
3,000 | 15,000,000 | 15,000,000 | (k) | 15,000,000 | (f) | ||||||||||||||||||||||
NOTES TO
THE UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED BALANCE SHEET
|
As of |
||||
|
October 2, 2010 Ergotron Acquisition |
||||
|
Pro Forma |
||||
| Adjustments | ||||
|
(Unaudited) |
||||
|
(In millions) |
||||
|
ADJUSTMENTS RELATED TO THE ERGOTRON ACQUISITION:
|
||||
|
(a) Cash and Cash Equivalents
|
||||
| Net cash used for the acquisition of Ergotron | $ | (6.6 | ) | |
|
(b) Investment, Net
|
||||
| Fair value adjustment to inventories, net | $ | 7.0 | ||
| (c) Prepaid Expenses and Other Current Assets | ||||
| Fair Value adjustment to prepaid expenses and other current assets | $ | 0.6 | ||
| (d) Prepaid Income Taxes | ||||
|
Tax Impact of Fair Value Adjustments
|
$ | (2.6 | ) | |
|
(e) Property and Equipment, Net
|
||||
| Fair value adjustment to property and equipment, net | $ | 4.1 | ||
|
(f) Goodwill
|
||||
|
Fair value adjustment to goodwill
|
$ | 134.6 | ||
|
(g) Intangible Assets
|
||||
|
Fair value adjustment to intangible assets
|
$ | 193.3 | ||
|
(h) Deferred Debt Expense
|
||||
| Deferred debt expense related to the issuance of the 10% senior secured notes | $ | 6.8 | ||
|
(i) Other Assets
|
||||
| Fair value adjustment to other assets | $ | 2.7 | ||
|
(j) Current Maturities of Long-Term Debt
|
||||
|
Elimination of Ergotron historical debt
|
(3.4 | ) | ||
|
(k) Accrued Expenses and Taxes, net
|
||||
|
Additional purchase price payable to sellers
|
8.2 | |||
|
(l) Deferred Income Taxes
|
||||
|
Tax impact of fair value adjustments
|
75.6 | |||
|
(m) Other Long-term liabilities
|
||||
|
Fair value adjustment to other long-term liabilities
|
1.6 | |||
|
(n) Notes, Mortgage Notes and Obligations Payable, Less Current Maturities
|
||||
|
Issuance of $250.0 million of 10% senior secured notes to partially fund Ergotron acquisition
|
250.0 | |||
|
ABL borrowings to partially fund Ergotron acquisition
|
40.0 | |||
|
|
290.0 | |||
|
(o) Ergotron Historical Equity
|
||||
|
Eliminate Ergotron historical equity
|
(32.1 | ) | ||
NORTEK,
INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE PERIODS PRESENTED
NOTES TO THE UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE PERIODS PRESENTED
Pro Forma Adjustments related to the 2010 Ergotron Acquisition:
|
For the First |
For the Year |
|||||||||
|
Nine Months Ended |
Ended |
|||||||||
| Oct. 2, 2010 | Dec. 31, 2009 | |||||||||
|
(a)
|
Cost of products sold
|
|||||||||
|
Additional amortization of the estimated inventory fair value
adjustment recorded in connection with the purchase accounting
|
— | 7.0 | ||||||||
|
Reduction in depreciation expense related to the estimated
property, plant and equipment fair value adjustments recorded in
connection with the purchase accounting
|
(0.6 | ) | (0.8 | ) | ||||||
| $ | (0.6 | ) | $ | 6.2 | ||||||
|
(b)
|
Selling, general and administrative expense, net
(“SG&A”)
|
|||||||||
|
Record annual incentive bonuses per purchase and sales agreement
|
2.9 | 3.4 | ||||||||
|
Eliminate royalty payment that was eliminated under terms of the
purchase and sales agreement
|
(1.9 | ) | (1.1 | ) | ||||||
|
Reduction in depreciation expense related to the estimated
property, plant and equipment fair value adjustments recorded in
connection with the purchase accounting
|
(0.4 | ) | (0.6 | ) | ||||||
| $ | 0.6 | $ | 1.7 | |||||||
|
(c)
|
Amortization of intangible assets
|
|||||||||
|
Additional estimated amortization expense related to the
estimated intangible asset fair value adjustments recorded in
connection with the purchase accounting
|
$ | 8.6 | $ | 12.6 | ||||||
|
(d)
|
Interest expense
|
|||||||||
|
Additional estimated interest expense related to the November
2010 issuance of the Company’s 10% Notes and
additional borrowings under the ABL Facility in conjunction with
the acquisition of Ergotron
|
$ | (21.0 | ) | $ | (27.8 | ) | ||||
|
(e)
|
Benefit for income taxes
|
|||||||||
|
Record estimated benefit for income taxes related to the above
adjustments
|
$ | (11.5 | ) | $ | (18.6 | ) | ||||
| (f) | Pro Forma Loss per Share |
The pro forma effect of potential common share equivalents, including warrants, unvested restricted
stock and stock options were excluded from the computation of the pro forma diluted shares
outstanding, as inclusion would have resulted in dilution.
NORTEK,
INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2009
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2009
Pro Forma Adjustments related to Fresh Start Accounting
| (a) | Cost of products sold |
| Additional amortization of the estimated inventory fair value adjustment recorded in connection with Fresh Start Accounting | $ | 11.5 | ||
| (b) | Cost of products sold |
| Additional depreciation expense related to the estimated property, plant and equipment fair value adjustments recorded in connection with Fresh Start Accounting | $ | 4.5 | ||
| (c) | Selling, general and administrative expense, net |
| Additional estimated compensation expense related to the grant of restricted common stock and common stock options | $ | 2.3 | ||
| (d) | Pre-petition reorganization items |
| Elimination of the pre-petition reorganization items that were directly attributable to the Reorganization | $ | (22.5 | ) | |
| (e) | Goodwill impairment charge |
| Elimination of the HTP goodwill impairment charge that was required to be recorded prior to the adoption of Fresh Start Accounting, as Fresh Start Accounting under ASC 852 results in a new basis of goodwill based on the fair value of the assets and liabilities at the date of adoption. Accordingly, the Company believes that it would not have incurred the goodwill impairment charge for HTP had Fresh Start Accounting been adopted on January 1, 2009. | $ | (284.0 | ) | |
| (f) | Amortization of intangible assets |
| Additional estimated amortization expense related to the estimated intangible asset fair value adjustments recorded in connection with Fresh Start Accounting | $ | 12.8 | ||
| Included in the pro forma intangible asset amortization adjustment is approximately $4.4 million of amortization related to the estimated fair value of backlog. |
| (g) | Interest expense |
|
Additional estimated interest expense on the 11% Notes
|
$ | (79.7 | ) | |
|
Additional estimated interest expense on the New ABL Facility
|
(6.9 | ) | ||
|
Additional estimated amortization deferred debt expense related
to the New ABL Facility
|
(1.1 | ) | ||
|
Additional estimated amortization of the debt fair value
adjustment
|
(0.3 | ) | ||
| Reduction in interest expense related to the debt that was eliminated in connection with the Reorganization, including the 10% Notes, the 81/2% Notes, the 97/8% Notes and the Prior ABL Facility | 132.1 | |||
| $ | 44.1 | |||
| (h) | Gain on reorganization items, net |
| Elimination of the pre-tax gain on reorganization items, net that were directly attributable to the Reorganization and the adoption of Fresh Start Accounting | $ | (619.1 | ) | |
| (i) | Provision (benefit) for income taxes |
| Elimination of the provision for incomes taxes that was directly attributable to the adoption of Fresh Start Accounting as it reflected the income tax impact associated with the pre-tax gain on reorganization items, net in (h) above | $ | (82.8 | ) | |
| (j) | Provision (benefit) for income taxes |
|
Record estimated benefit for income taxes
|
$ | (3.2 | ) | |
| (k) | Pro Forma Loss per Share |
The pro forma effect of potential common share equivalents, including warrants, unvested
restricted stock and stock options were excluded from the computation of the pro forma diluted
shares outstanding, as inclusion would have resulted in dilution.
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