EX-7.1 2 a2032621zex-7_1.txt EXHIBIT 7.1 EXHIBIT 7.1 ANCHOR HOLDINGS, INC. AND SUBSIDIARY, MOLL INDUSTRIES, INC. CONSOLIDATED PRO FORMA BALANCE SHEETS (IN THOUSANDS, EXCEPT PER SHARE INFORMATION, AND UNAUDITED)

The accompanying notes are an integral part of this consolidated pro forma balance sheet. ANCHOR HOLDINGS, INC. AND SUBSIDIARY, MOLL INDUSTRIES, INC. CONSOLIDATED PRO FORMA STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE INFORMATION, AND UNAUDITED)

The accompanying notes are an integral part of these consolidated pro forma financial statements. ANCHOR HOLDINGS, INC. AND SUBSIDIARY, MOLL INDUSTRIES, INC. NOTES TO CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS (IN THOUSANDS AND UNAUDITED) 1. BASIS OF PRESENTATION The consolidated pro forma financial statements of the Company give effect to the sale of the Cosmetics division, which was effective November 14, 2000. In connection with the sale of the Cosmetics division, the Company retired certain of its 11.75% Senior Notes due 2004 ("Senior Notes") and paid down a portion of its bank debt. Both transactions are reflected in these pro forma statements. In addition, the statements reflect the sale of the Germany division that has been reported earlier. 2. SALE OF COSMETICS The Company sold all of the assets of its Cosmetics division, including all of the capital stock of Cepillos De Matamoros S.A. de C.V., along with certain other assets and liabilities located in the United States and France. The sale was for cash of $67 million, subject to adjustment for the level of working capital at the time of closing. Subject to changes in estimates management has made for the working capital adjustment and expenses associated with the transaction, the Company expects to recognize a gain on the transaction of approximately $28 million. The transaction is expected to generate approximately $63.5 million in cash that will be used to reduce leverage. The pro forma statements reflect the elimination of the 1999 and 2000 activity and balances of the Cosmetics division. While limited services were provided by corporate, the division operated primarily on a stand-alone basis with limited activity with other divisions of the Company. The Company has not assumed any reductions in corporate expenses due to the sale of the division, except for interest (see Note 3). Summarized results of the division are:

Summarized balance sheet information of the Cosmetics division as of September 30, 2000 is: Net Working Capital..................................................... $ 6,181 Fixed Assets, net....................................................... 15,482 Total Assets............................................................ 38,755 Total Liabilities....................................................... 4,016 Net Equity.............................................................. 34,739

3. DEBT RETIREMENT The Company used the proceeds of the sale of the Cosmetics division in part to retire a portion of its Senior Notes. The Company tendered for the $50 million of outstanding Senior Notes at a discount of 15%. A total of $41.4 million of the Senior Notes were tendered resulting in a payout of $35.1 million plus accrued interest of $0.6 million. The retirement of the Senior Notes is expected to result in a gain of approximately $4.5 million. The Company had tendered for and retired another $50 million of the Senior Notes earlier in 2000, resulting in a gain of $5.1 million. The Company used bank debt to fund the initial tender. The Company used the remaining proceeds to pay down its existing bank debt. The Company retired $11.4 million of its term debt. The Company anticipates that the net reduction in the revolving debt balance will be approximately $16 million after all transaction fees are paid. The accompanying pro forma statements of operations reflect a net reduction in interest expense of $8.4 million and $6.3 for 1999 and 2000, respectively as a result of the reduction in debt. Additionally, a reduction of debt of $69.0 million is reflected in the pro forma balance sheet.

AMM HOLDINGS INC 8-K/A