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EX-99.(A) - EX-99.(A) - BEMIS CO INCa10-9737_1ex99da.htm

Exhibit 99.(b)

 

BEMIS COMPANY, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA

COMBINED CONDENSED FINANCIAL INFORMATION

 

On March 1, 2010, Bemis Company, Inc. (“Bemis” or the “Company”) completed the acquisition of the Food Americas operations of Alcan Packaging (Food Americas), a business unit of Rio Tinto plc (the “Seller”).  Under the terms of the $1.2 billion transaction, Bemis acquired 23 Food Americas flexible packaging facilities in the United States, Canada, Mexico, Brazil, Argentina, and New Zealand, which recorded 2009 net sales of $1.4 billion.  These facilities produce flexible packaging principally for the food and beverage industries and augment the Company’s product offerings and technological capabilities.  The acquisition was completed through the purchase of the assets of Pechiney Plastic Packaging, Inc., AP Food Americas, LLC, and Alcan Packaging Canada, Ltd. and through the purchase of the outstanding shares of Alcan Packaging Mexico, S.A. De C.V., Alcan Empaques Mexico, S.A. De C.V., Alcan Packaging Thermaplate, Inc., Danaflex Packaging Corporation Limited, Alcan Embalagens Do Brasil Ltda., Envaril Plastic Packaging S.R.L., and Envatrip S.A.

 

The majority of the financing for this transaction was completed during the third quarter of 2009 through the issuance of $800.0 million of public bonds and 8.2 million common shares issued in a secondary public stock offering.  The remaining cash purchase price was financed through the issuance of commercial paper at the time of closing.

 

Under the terms of an order signed by the U.S. District Court for the District of Columbia on February 25, 2010, a portion of the acquired business must be divested, which includes two facilities, one located in Menasha, Wisconsin, and one located in Tulsa, Oklahoma.  This portion of the business is related specifically to sales of flexible packaging for retail natural cheese products and shrink bag packaging for fresh beef, veal, lamb, and pork products.  The financial impact of this business to be divested has been reflected as assets or liabilities of discontinued operations in the Unaudited Pro Forma Combined Condensed Balance Sheet and excluded from the Unaudited Pro Forma Combined Condensed Statement of Income presented.

 

The unaudited pro forma combined condensed financial information has been prepared to illustrate the effect of the acquisition of Food Americas by the Company, including the related financing.  The Unaudited Pro Forma Combined Condensed Balance Sheet combines the historical balance sheets of the Company and Food Americas, giving effect to the acquisition as if it had occurred on December 31, 2009.  The Unaudited Pro Forma Combined Condensed Statements of Income combine the historical statement of income of Bemis and Food Americas, giving effect to the acquisition as if it had occurred on January 1, 2009. The historical financial information has been adjusted to give effect to matters that are (1) directly attributable to the acquisition, (2) factually supportable, and (3) with respect to the statement of income, expected to have a continuing impact on the operating results of the combined company. The unaudited pro forma combined condensed financial information should be read in conjunction with the accompanying Notes to the Unaudited Pro Forma Combined Condensed Financial Statements and:

 

·                  The audited historical financial statements of Bemis, as of and for the year ended December 31, 2009, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2010;

·                  The audited historical combined financial statements of Food Americas as of and for the year ended December 31, 2009 which are filed as an exhibit to this Current Report on Form 8-K/A.

 

The unaudited pro forma combined condensed financial information has been prepared using the acquisition method of accounting. The unaudited pro forma combined condensed financial information will differ from our final acquisition accounting for a number of reasons, including the fact that our estimates of fair value are preliminary and subject to change when our formal valuation and other studies are finalized. The differences that will occur between the preliminary estimates and the final acquisition accounting could have a material impact on the accompanying Unaudited Pro Forma Combined Condensed Financial Statements.

 

The unaudited pro forma combined condensed financial information is presented for informational purposes only. It has been prepared in accordance with the regulations of the Securities and Exchange Commission and is not necessarily indicative of what our financial position or results of operations actually would have been had we completed the acquisition at the dates indicated, nor does it purport to project the future financial position or operating results of the combined company.  It also does not reflect any cost savings, operating synergies or revenue enhancements that we may achieve with respect to the combined company nor the costs necessary to achieve those costs savings, operating synergies, revenue enhancements, or integrate the operations of the Company and Food Americas.

 



 

BEMIS COMPANY, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA

COMBINED CONDENSED BALANCE SHEET

(dollars in thousands, except per share amounts)

 

 

 

As of December 31, 2009

 

 

 

 

 

Food

 

 

 

 

 

 

 

 

 

Bemis

 

Americas

 

Pro Forma

 

 

 

Pro Forma

 

 

 

Company, Inc.

 

Acquired

 

Adjustments

 

Notes

 

Combined

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,065,687

 

$

22,090

 

$

(1,235,472

)

(1)

 

$

91,880

 

 

 

 

 

 

 

239,575

 

(3)

 

 

 

Accounts receivable, net

 

467,988

 

111,196

 

65,517

 

(1)

 

644,701

 

Short-term loans receivable

 

 

 

 

 

 

 

 

 

 

 

Deferred income taxes

 

 

 

11,781

 

(11,781

)

(1)

 

 

 

Inventories

 

399,067

 

160,638

 

16,632

 

(1)

 

576,337

 

Prepaid expenses

 

72,606

 

16,008

 

(7,925

)

(1)

 

80,689

 

Current assets of discontinued operations

 

 

 

18,900

 

(6,546

)

(1)

 

12,354

 

Total current assets

 

2,005,348

 

340,613

 

(940,000

)

 

 

1,405,961

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

1,157,193

 

528,466

 

(69,445

)

(1)

 

1,616,214

 

 

 

 

 

 

 

 

 

 

 

 

 

Other long-term assets:

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

646,852

 

241,680

 

71,565

 

(1)

 

960,097

 

Other intangible assets

 

85,299

 

281,024

 

(150,724

)

(1)

 

215,599

 

Deferred charges and other assets

 

34,013

 

1,884

 

3,951

 

(1)

 

39,848

 

Long-term assets of discontinued operations

 

 

 

32,867

 

57,507

 

(1)

 

90,374

 

Total other long-term assets

 

766,164

 

557,455

 

(17,701

)

 

 

1,305,918

 

TOTAL ASSETS

 

$

3,928,705

 

$

1,426,534

 

$

(1,027,146

)

 

 

$

4,328,093

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

22,527

 

$

 

$

 

 

 

$

22,527

 

Short-term borrowings

 

8,795

 

 

 

 

 

 

 

8,795

 

Accounts payable

 

380,017

 

111,889

 

11,440

 

(1)

 

503,346

 

Accrued salaries and wages

 

89,988

 

41,490

 

(29,559

)

(1)

 

101,919

 

Accrued income and other taxes

 

23,528

 

 

 

177

 

(1)

 

19,105

 

 

 

 

 

 

 

(4,600

)

(6)

 

 

 

Current liabilities of discontinued operations

 

 

 

10,056

 

(7,328

)

(1)

 

2,728

 

Total current liabilities

 

524,855

 

163,435

 

(29,870

)

 

 

658,420

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt, less current portion

 

1,227,514

 

 

 

239,575

 

(3)

 

1,479,789

 

 

 

 

 

 

 

12,700

 

(6)

 

 

 

Deferred income taxes

 

134,676

 

146,637

 

(146,914

)

(1)

 

134,399

 

Other liabilities and deferred credits

 

189,977

 

28,974

 

(7,049

)

(1)

 

211,902

 

Long-term liabilities of discontinued operations

 

 

 

65

 

(65

)

(1)

 

 

 

TOTAL LIABILITIES

 

$

2,077,022

 

$

339,111

 

$

68,377

 

 

 

$

2,484,510

 

 

 

 

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

 

 

 

 

 

Bemis Company, Inc. stockholders’equity:

 

 

 

 

 

 

 

 

 

 

 

Common stock, $.10 par value

 

$

12,565

 

$

 

$

 

 

 

$

12,565

 

Capital in excess of par value

 

567,247

 

 

 

 

 

 

 

567,247

 

Retained earnings

 

1,649,804

 

 

 

(8,100

)

(6)

 

1,641,704

 

Owners’ net investment

 

 

 

1,122,244

 

(1,122,244

)

(1)

 

 

 

Accumulated other comprehensive income (loss)

 

72,457

 

(34,821

)

34,821

 

(1)

 

72,457

 

Common stock held in treasury

 

(498,341

)

 

 

 

 

 

 

(498,341

)

Total Bemis Company, Inc. stockholders’ equity

 

1,803,732

 

1,087,423

 

(1,095,523

)

 

 

1,795,632

 

Noncontrolling interests

 

47,951

 

 

 

 

 

 

 

47,951

 

TOTAL EQUITY

 

$

1,851,683

 

$

1,087,423

 

$

(1,095,523

)

 

 

$

1,843,583

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND EQUITY

 

$

3,928,705

 

$

1,426,534

 

$

(1,027,146

)

 

 

$

4,328,093

 

 

See accompanying notes to Unaudited Pro Forma Combined Condensed Financial Statements.

 



 

BEMIS COMPANY, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA

COMBINED CONDENSED STATEMENT OF INCOME

(in thousands, except per share amounts)

 

 

 

For the Year Ended December 31, 2009

 

 

 

 

 

Food

 

 

 

 

 

 

 

 

 

Bemis

 

Americas

 

Pro Forma

 

 

 

Pro Forma

 

 

 

Company, Inc.

 

Acquired

 

Adjustments

 

Notes

 

Combined

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

3,514,586

 

$

1,244,696

 

$

 

 

 

$

4,759,282

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

Cost of products sold

 

2,814,412

 

1,072,344

 

(20,598

)

(4)

 

3,866,158

 

Selling, general and administrative expenses

 

370,926

 

118,738

 

4,365

 

(4)

 

494,029

 

Research and development

 

24,342

 

12,441

 

 

 

 

 

36,783

 

Interest expense

 

42,052

 

11,113

 

19,106

 

(5)

 

72,271

 

Other costs (income), net

 

22,544

 

4,286

 

(43,843

)

(6)

 

(17,013

)

Other costs – restructuring charges

 

 

 

1,428

 

 

 

 

 

1,428

 

Other costs – goodwill impairment charges

 

 

 

20,026

 

 

 

 

 

20,026

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

240,310

 

4,320

 

40,970

 

 

 

285,600

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

87,800

 

16,285

 

14,749

 

(7)

 

118,834

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

152,510

 

(11,965

)

26,221

 

 

 

166,766

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: net income attributable to noncontrolling interests

 

5,289

 

 

 

 

 

 

 

5,289

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Bemis Company, Inc

 

$

147,221

 

$

(11,965

)

$

26,221

 

 

 

$

161,477

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

1.38

 

 

 

 

 

 

 

$

1.45

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

$

1.38

 

 

 

 

 

 

 

$

1.45

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends paid

 

$

0.90

 

 

 

 

 

 

 

$

0.90

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average basic shares outstanding

 

106,771

 

 

 

4,668

 

 

 

111,439

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average diluted common shares outstanding and unvested employee stock awards

 

106,925

 

 

 

4,668

 

 

 

111,593

 

 

See accompanying notes to Unaudited Pro Forma Combined Condensed Financial Statements.

 



 

NOTES TO THE UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS

(dollar amounts in thousands)

 

Note 1 — Preliminary Purchase Price Allocation

 

The preliminary purchase price for the acquisition was as follows:

 

(in thousands)

 

 

 

Cash consideration

 

$

1,228,321

 

Working capital purchase price adjustments

 

(373

)

Assumption of liabilities of seller

 

7,524

 

 

 

$

1,235,472

 

 

The preliminary allocation of the purchase price to the assets acquired and liabilities assumed is based on the estimated fair values at the date of acquisition.  The Company is in the process of finalizing fair market valuations which may require additional adjustments to the purchase price allocation.  Accordingly, the fair values of the assets and liabilities included in the table below are preliminary and subject to change pending additional information that may become known to the Company. An increase in the fair value of inventory, property, plant and equipment or any identifiable intangible assets will reduce the amount of goodwill in the combined condensed financial information, and may result in increased depreciation and/or amortization expense.

 

The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed at the acquisition date:

 

 

 

March 1,

 

(in thousands)

 

2010

 

Cash and cash equivalents

 

$

22,090

 

Accounts receivable

 

176,713

 

Inventories

 

177,270

 

Prepaid expenses

 

8,083

 

Working capital assets of discontinued operations

 

9,626

 

Property and equipment, net

 

459,021

 

Goodwill

 

313,245

 

Other intangible assets

 

130,300

 

Long-term assets of discontinued operations

 

90,374

 

Other long-term assets

 

5,835

 

Accounts payable

 

(123,329

)

Accrued salaries and wages

 

(11,931

)

Accrued income and other taxes

 

(177

)

Deferred income taxes

 

277

 

Other liabilities and deferred credits

 

(21,925

)

 

 

$

1,235,472

 

 

The preliminary allocation resulted in goodwill of approximately $313.2 million, which is attributed to business synergies and intangible assets that do not meet the criteria for separate recognition.  The Company is currently in the process of determining the tax deductibility of the goodwill.

 

The determination of fair value for acquired intangible assets was primarily based upon discounted expected cash flows.  The determination of useful life was based upon historical acquisition experience, economic factors, and future cash flows of the assets acquired.  The estimated annual amortization expense related to these intangibles for 2010 is approximately $7.0 million, using straight-line amortization, and the same amount has been included in the Unaudited Pro Forma Combined Condensed Statement of Income.  This amount does not include $3.3 million related to Order Backlog, which has not been included in the Unaudited Pro Forma Combined Condensed Statement of Income as it is considered non-recurring.  The fair values and useful lives that have been assigned to the acquired identifiable intangible assets follow:

 

(in thousands)

 

Useful Life

 

Fair Value

 

Customer relationships

 

20 years

 

$

87,300

 

Technology

 

15 years

 

39,700

 

Order backlog

 

One month

 

3,300

 

Total

 

 

 

$

130,300

 

 

Inventories reflect adjustments of $16.6 million to record the inventory at its estimated fair market value. This amount is recorded in the December 31, 2009 Unaudited Pro Forma Combined Condensed Balance Sheet.  The

 



 

increased inventory valuation will temporarily impact the Company’s cost of sales after closing and therefore it is considered non-recurring and is not included in the Unaudited Pro Forma Combined Condensed Statement of Income.

 

Net property and equipment reflects an adjustment of $69.4 million to reduce the carrying amount to the estimated fair market value.

 

Other assets include an adjustment of $4.0 million to record assets related to the indemnity provisions of the Agreement, and are primarily related to tax matters.

 

A preliminary net deferred income tax asset of $0.3 million has been recognized in accordance with accounting for income taxes.  This amount related to a $4.1 million deferred income tax asset relating to the tax effect on differences between the values assigned and the estimated income tax basis of assets and liabilities acquired, which was partially offset by a $3.8 million deferred income tax liability assumed as part of the sale and purchase agreement.

 

Note 2 — Adjusted Food America Financial Statements

 

Under the terms of an order signed by the U.S. District Court for the District of Columbia on February 25, 2010, a portion of the acquired business must be divested, which includes two facilities, one located in Menasha, Wisconsin, and one located in Tulsa, Oklahoma.  This portion of the business is related specifically to sales of flexible packaging for retail natural cheese products and shrink bag packaging for fresh beef, veal, lamb, and pork products.  The financial impact of this business to be divested has been reflected as assets or liabilities of discontinued operations in the Unaudited Pro Forma Combined Condensed Balance Sheet and excluded from the Unaudited Pro Forma Combined Condensed Statement of Income presented.

 

Balance sheet transaction adjustments represent assets not acquired and liabilities not assumed pursuant to the terms of the sale and purchase agreement. Excluded assets and liabilities primarily include short term borrowings, loans receivable from and loans payable to Seller-related entities, and pension, post-retirement and other employee benefit plan liabilities.

 

Statement of income transaction adjustments represent the income statement impacts of certain aspects of the sale and purchase agreement and the required divestiture discussed above.  They consist primarily of (i) the elimination of royalty payments to affiliates of the Seller that ceased upon the closing of the acquisition and the transfer of the related patents to the Company ($19.7 million in the year ended December 31, 2009),  (ii) the net addition of certain product sales that were not included in the Food Americas historical financial statement that transferred to the Company after closing, and the elimination of certain product sales that were included in the Food Americas historical financial statement that remained with Seller, and (iii) the continuation of certain fixed costs that will remain with the Company after the divestiture.

 

The impact of reflecting the business to be divested as assets or liabilities of discontinued operations in the Food America’s balance sheet and balance sheet transaction adjustments are presented below:

 

 

 

As of December 31, 2009

 

 

 

 

 

 

 

 

 

Food

 

 

 

Food

 

Business to be

 

Transaction

 

Americas

 

 

 

Americas

 

Divested

 

Adjustments

 

Acquired

 

ASSETS

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

34,082

 

$

 

 

$

(11,992

)

$

22,090

 

Accounts receivable, net

 

118,877

 

(4,517

)

(3,164

)

111,196

 

Short-term loans receivable

 

46,993

 

 

 

(46,993

)

 

 

Deferred income taxes

 

11,781

 

 

 

 

 

11,781

 

Inventories

 

174,209

 

(13,659

)

88

 

160,638

 

Prepaid expenses

 

16,732

 

(724

)

 

 

16,008

 

Current assets of discontinued operations

 

 

 

18,900

 

 

 

18,900

 

Total current assets

 

402,674

 

 

(62,061

)

340,613

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

563,570

 

(32,867

)

(2,237

)

528,466

 

 

 

 

 

 

 

 

 

 

 

Other long-term assets:

 

 

 

 

 

 

 

 

 

Goodwill

 

241,680

 

 

 

 

 

241,680

 

Other intangible assets

 

281,024

 

 

 

 

 

281,024

 

Deferred charges and other assets

 

5,720

 

 

 

(3,836

)

1,884

 

Long-term assets of discontinued operations

 

 

 

32,867

 

 

 

32,867

 

Total other long-term assets

 

528,424

 

32,867

 

(3,836

)

557,455

 

TOTAL ASSETS

 

$

1,494,668

 

$

 

$

(68,134

)

$

1,426,534

 

 



 

 

 

As of December 31, 2009

 

 

 

 

 

 

 

 

 

Food

 

 

 

Food

 

Business to be

 

Transaction

 

Americas

 

 

 

Americas

 

Divested

 

Adjustments

 

Acquired

 

LIABILITIES

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

Short-term borrowings

 

$

294,191

 

$

 

$

(294,191

)

$

 

Accounts payable

 

141,405

 

(8,255

)

(21,261

)

111,889

 

Accrued salaries and wages

 

49,071

 

(1,801

)

(5,780

)

41,490

 

Current liabilities of discontinued operations

 

 

 

 10,056

 

 

 

10,056

 

Total current liabilities

 

484,667

 

 

(321,232

)

163,435

 

 

 

 

 

 

 

 

 

 

 

Deferred taxes

 

146,637

 

 

 

 

 

146,637

 

Other liabilities and deferred credits

 

150,097

 

(65

)

(121,058

)

28,974

 

Long-term liabilities of discontinued operations

 

 

 

65

 

 

 

65

 

TOTAL LIABILITIES

 

$

781,401

 

$

 

$

(442,290

)

$

339,111

 

 

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

 

 

 

Owners’ net investment

 

748,088

 

 

 

374,156

 

1,122,244

 

Accumulated other comprehensive income (loss)

 

(34,821

)

 

 

 

 

(34,821

)

TOTAL EQUITY

 

$

713,267

 

$

 

$

374,156

 

$

1,087,423

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND EQUITY

 

$

1,494,668

 

$

 

$

(68,134

)

$

1,426,534

 

 

The impact of excluding the business to be divested from the Food America’s income statement and transaction adjustments are presented below:

 

 

 

For the Year Ended December 31, 2009

 

 

 

 

 

 

 

 

 

Food

 

 

 

Food

 

Business to be

 

Transaction

 

Americas

 

 

 

Americas

 

Divested

 

Adjustments

 

Acquired

 

Net sales

 

$

1,410,808

 

$

(156,487

)

$

(9,625

)

$

1,244,696

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of products sold

 

1,201,913

 

(129,431

)

(138

)

1,072,344

 

Selling, general and administrative expenses

 

146,737

 

(8,317

)

(19,682

)

118,738

 

Research and development

 

13,437

 

(996

)

 

 

12,441

 

Interest expense

 

11,113

 

 

 

 

 

11,113

 

Other costs (income), net

 

4,286

 

 

 

 

 

4,286

 

Other costs – restructuring charges

 

1,428

 

 

 

 

 

1,428

 

Other costs – goodwill impairment charges

 

20,026

 

 

 

 

 

20,026

 

Income before income taxes

 

11,868

 

(17,743

)

10,195

 

4,320

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

19,002

 

(6,387

)

3,670

 

16,285

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

(7,134

)

$

(11,356

)

$

6,525

 

$

(11,965

)

 

Note 3 — Financing for the Acquisition

 

On July 27, 2009, we issued $400.0 million of bonds due in 2014 with a fixed interest rate of 5.7 percent and $400.0 million of bonds due in 2019 with a fixed interest rate of 6.8 percent.  The proceeds of these bonds were used as partial funding of the acquisition of the Alcan Packaging Food Americas business completed on March 1, 2010.

 

During the third quarter of 2009, we issued 8.2 million shares of common stock through a public stock offering.  The $202.8 million of net proceeds from this stock offering was also used as partial funding of the acquisition of the Alcan Packaging Food Americas business.  The remaining cash purchase price was financed through the issuance of commercial paper at the time of closing.

 



 

Note 4 — Statement of Income Adjustments to Reflect Preliminary Purchase Price Allocation

 

Represents the estimated adjustments to amortization and depreciation expense related to the fair value adjustments of certain intangible assets and property, plant and equipment.  Depreciation expense relating to property, plant and equipment and amortization expense relating to Technology are included in Cost of Products Sold, and amortization expense relating to Customer Relationships is included in Selling, general and administrative expenses.

 

Note 5 — Statement of Income Adjustments to Reflect Financing

 

This adjustment reflects interest expense relating to debt issued to fund the acquisition as further described in Note 3, partially offset by the elimination of Food America’s historical interest expense relating to debt not assumed.

 

Note 6 — Non-recurring Acquisition Expenses

 

This adjustment represents acquisition expenses reported by us in our Form 10-K for the year ended December 31, 2009.  We have reversed these expenses from the Unaudited Pro Forma Combined Condensed Statement of Income on the basis that they are non-recurring.

 

We expect to incur additional transaction costs, including financial and legal advisory fees, of approximately $12.7 million through 2010.  The total of these costs have been recorded as an increase in long-term debt of $12.7 million, a reduction to accrued income and other taxes of $4.6 million, and a reduction to retained earnings of $8.1 million on the Unaudited Pro Forma Combined Condensed Balance Sheet.

 

Note 7 — Tax Adjustments

 

For purposes of these Unaudited Pro Forma Combined Condensed Financial Statements, a blended statutory rate of 36% has been used. This rate is an estimate and does not take into account any possible future tax events that may occur for the combined company.