Attached files
Exhibit 99.4
Green Mountain Coffee Roasters, Inc.
Index to Pro Forma Condensed Combined Financial Information (Unaudited)
Pages | ||||
Pro Forma Condensed Combined Financial Statements: |
||||
Introduction to Pro Forma Condensed Combined Financial Statements (Unaudited) |
1 | |||
Pro Forma Condensed Combined Statement of Operations (Unaudited) For the Thirteen Weeks ended December 25, 2010 |
3 | |||
Pro Forma Condensed Combined Statement of Operations (Unaudited) For the Fifty-Two Weeks ended September 25, 2010 |
4 | |||
Notes to Pro Forma Condensed Combined Financial Statements (Unaudited) |
5-9 |
Green Mountain Coffee Roasters, Inc.
Introduction to Pro Forma Condensed Combined Financial Information (Unaudited)
On December 17, 2010, Green Mountain Coffee Roasters, Inc. (GMCR) acquired all of the outstanding capital stock of LJVH Holdings Inc. (LJVH and together with its subsidiaries, Van Houtte) for approximately $947.6 million ($907.9 million, net of $39.7 million cash acquired). The transaction was financed with cash on hand and borrowings under a $1.45 billion credit facility. Van Houtte will be maintained as a wholly-owned subsidiary, with operations managed in the Canadian Business Unit segment of GMCR. In addition, on May 11, 2010, GMCR acquired all of the outstanding common stock of Diedrich Coffee, Inc. (Diedrich) for a total purchase price of approximately $313.5 million ($305.3 million, net of $8.2 cash acquired) and on November 13, 2009, GMCR entered into a Share Purchase Agreement pursuant to which it acquired all of Timothys Coffees of the World Inc. (Timothys) issued and outstanding stock for a purchase price of $155.7 million. The accompanying unaudited pro forma condensed combined financial information is based on the historical financial statements of GMCR, Van Houtte, Diedrich and Timothys. The information attempts to illustrate the effect that GMCRs acquisitions of Van Houtte, Diedrich and Timothys would have had on GMCRs financial statements if the transactions had been consummated at earlier dates as described below. This information is hypothetical and does not necessarily reflect the financial performance that would have actually resulted if the acquisitions of Van Houtte, Diedrich and Timothys had been completed on the dates assumed.
The Van Houtte acquisition is included in GMCRs historical results since December 17, 2010, as reflected in GMCRs Quarterly Report on Form 10-Q for the quarter ended December 25, 2010. As a result, an Unaudited Pro Forma Condensed Combined Balance Sheet has not been presented. The Unaudited Pro Forma Condensed Combined Statements of Operations present the historical results of operations of GMCR for the thirteen weeks ended December 25, 2010 and the fifty-two weeks ended September 25, 2010 and reflect pro forma adjustments for Van Houtte, Diedrich and Timothys as though the acquisitions were consummated on September 27, 2009, the beginning of GMCRs 2010 fiscal year.
GMCRs historical results for the thirteen weeks ended December 25, 2010 are derived from GMCRs unaudited consolidated financial statements included in its Quarterly Report on Form 10-Q for the thirteen weeks ended December 25, 2010. GMCRs historical results for the fifty-two weeks ended September 25, 2010 are derived from GMCRs audited consolidated financial statements included in its Annual Report on Form 10-K for the fifty-two weeks ended September 25, 2010. The Unaudited Pro Forma Condensed Combined Statement of Operations for the thirteen weeks ended December 25, 2010 was prepared using Van Houttes historical results of operations for the twelve weeks ended December 16, 2010, the period prior to the acquisition. For the thirteen weeks ended December 25, 2010, Diedrichs and Timothys results of operations are included in GMCRs historical results. The Unaudited Pro Forma Condensed Combined Statement of Operations for the fifty-two weeks ending September 25, 2010 was prepared using Van Houttes historical results of operations for the fifty-three weeks ending October 16, 2010; Diedrichs historical results of operations for the thirty-two weeks ended May 11, 2010; and Timothys historical results of operations for the six weeks ended November 12, 2009, the periods prior to the acquisitions. Van Houttes, Diedrichs and Timothys results of operations for the periods from the dates of the respective acquisitions through September 25, 2010 and December 25, 2010, respectively, are included in GMCRs historical results.
In conjunction with the acquisition of Van Houtte, GMCR is conducting a strategic review of the Van Houtte U.S. Coffee Service business (Filterfresh) in contemplation of a potential divestiture of Filterfresh. As a result, GMCR has also presented in the accompanying unaudited pro forma information consolidated results of operations excluding Filterfresh as reflected in a separate pro forma adjustment column. The Unaudited Pro Forma Condensed Combined Statement of Operations, excluding Filterfresh, for the thirteen weeks ended December 25, 2010 and for the fifty two weeks ended September 25, 2010 was prepared using Filterfresh historical results of operations for the thirteen weeks ended December 25, 2010 and for the fifty-three weeks ended October 16, 2010, respectively.
The unaudited pro forma condensed combined financial statements have been prepared using the acquisition method of accounting. The allocation of the purchase price to the fair values of the identified tangible and intangible assets acquired and liabilities assumed was based upon a valuation and management estimates. The historical financial
1
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 operations, expected to have a continuing impact on the operating results of the combined company.
The accompanying unaudited pro forma condensed combined financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included on GMCRs 2010 Annual Report on Form 10-K, Quarterly Report on Form 10-Q for the thirteen weeks ended December 25, 2010, Current Reports on Form 8-K for the Diedrichs and Timothys acquisitions filed on July 13, 2010 and January 12, 2010, as amended, respectively and; Diedrichs Quarterly Report on Form 10-Q for the twelve weeks ended March 3, 2010. GMCRs management believes that the assumptions used in preparing these unaudited pro forma condensed combined financial statements provide a reasonable basis for presenting all of the significant effects of the acquisitions. These unaudited pro forma condensed combined financial statements presented are for informational purposes only and do not purport to be indicative of the results that would have actually occurred if the acquisitions had been consummated on the dates indicated or of those results that may be achieved in the future. In addition, the allocation of the Van Houtte purchase price is preliminary and, accordingly, the purchase accounting adjustments made in the preparation of the unaudited pro forma condensed combined financial statements may be subject to adjustment which could have a material impact on the accompanying unaudited pro forma condensed combined financial statements.
2
GREEN MOUNTAIN COFFEE ROASTERS, INC.
Pro Forma Condensed Combined Statement of Operations
(Dollars in thousands except per share data)
(Unaudited)
Thirteen weeks ended December 25, 2010 | ||||||||||||||||||||||||||
GMCR Historical |
(C) Van Houtte |
Pro Forma Adjustments |
Pro Forma (Including Filterfresh) |
(M) Filterfresh |
Pro Forma (Excluding Filterfresh) |
|||||||||||||||||||||
Net sales |
$ | 575,027 | $ | 115,306 | $ | (17,355 | ) | (D) | $ | 672,978 | $ | 29,514 | $ | 643,464 | ||||||||||||
Cost of sales |
430,613 | 58,944 | (16,226 | ) | (E) | 473,331 | 14,629 | 458,702 | ||||||||||||||||||
Gross profit |
144,414 | 56,362 | (1,129 | ) | 199,647 | 14,885 | 184,762 | |||||||||||||||||||
Selling and operating expenses |
78,448 | 27,592 | (2,269 | ) | (F) | 103,771 | 6,584 | 97,187 | ||||||||||||||||||
General and administrative expenses |
42,887 | 13,205 | (3,260 | ) | (G) | 52,832 | 5,349 | 47,483 | ||||||||||||||||||
Operating income |
23,079 | 15,565 | 4,400 | 43,044 | 2,952 | 40,092 | ||||||||||||||||||||
Other income (expense) |
137 | | | 137 | | 137 | ||||||||||||||||||||
Gain (loss) on financial instruments, net |
(6,377 | ) | (631 | ) | 6,290 | (H) | (718 | ) | | (718 | ) | |||||||||||||||
Gain (loss) on foreign currency, net |
1,605 | 5,336 | (5,336 | ) | (I) | 1,605 | | 1,605 | ||||||||||||||||||
Interest expense |
(6,023 | ) | (19,816 | ) | 12,981 | (J) | (12,858 | ) | (5 | ) | (12,853 | ) | ||||||||||||||
Income before income taxes |
12,421 | 454 | 18,335 | 31,210 | 2,947 | 28,263 | ||||||||||||||||||||
Income tax (expense) benefit |
(10,167 | ) | 2,441 | (579 | ) | (L) | (8,305 | ) | 717 | (9,022 | ) | |||||||||||||||
Net income |
2,254 | 2,895 | 17,756 | 22,905 | 3,664 | 19,241 | ||||||||||||||||||||
Less: Net income attributable to noncontrolling interest |
25 | 690 | | 715 | 279 | 436 | ||||||||||||||||||||
Net income |
$ | 2,229 | $ | 2,205 | $ | 17,756 | $ | 22,190 | $ | 3,385 | $ | 18,805 | ||||||||||||||
Basic income per share: |
||||||||||||||||||||||||||
Weighted average shares outstanding |
141,374,327 | 141,374,327 | ||||||||||||||||||||||||
Net income |
$ | 0.02 | $ | 0.13 | ||||||||||||||||||||||
Diluted income per share: |
||||||||||||||||||||||||||
Weighted average shares outstanding |
147,036,072 | 147,036,072 | ||||||||||||||||||||||||
Net income |
$ | 0.02 | $ | 0.13 |
3
GREEN MOUNTAIN COFFEE ROASTERS, INC.
Pro Forma Condensed Combined Statement of Operations
(Dollars in thousands except per share data)
(Unaudited)
Fifty-two weeks ended September 25, 2010 | ||||||||||||||||||||||||||||||||||
GMCR Historical |
(A) Timothys Historical |
(B) Diedrich Historical |
(C) Van Houtte Historical |
Pro Forma Adjustments |
Pro Forma (Including Filterfresh) |
(M) Filterfresh |
Pro Forma (Excluding Filterfresh) |
|||||||||||||||||||||||||||
Net sales |
$ | 1,356,775 | $ | 13,004 | $ | 73,348 | $ | 416,557 | $ | (94,316 | ) | (D) | $ | 1,765,368 | $ | 113,097 | $ | 1,652,271 | ||||||||||||||||
Cost of sales |
931,017 | 9,576 | 54,540 | 211,678 | (88,701 | ) | (E) | 1,118,110 | 55,297 | 1,062,813 | ||||||||||||||||||||||||
Gross profit |
425,758 | 3,428 | 18,808 | 204,879 | (5,615 | ) | 647,258 | 57,800 | 589,458 | |||||||||||||||||||||||||
Selling and operating expenses |
186,418 | 234 | 4,136 | 113,192 | (6,975 | ) | (F) | 297,005 | 28,367 | 268,638 | ||||||||||||||||||||||||
General and administrative expenses |
100,568 | 1,260 | 11,192 | 50,465 | 9,958 | (G) | 173,443 | 22,929 | 150,514 | |||||||||||||||||||||||||
Operating income |
138,772 | 1,934 | 3,480 | 41,222 | (8,598 | ) | 176,810 | 6,504 | 170,306 | |||||||||||||||||||||||||
Other income (expense) |
185 | | | | | 185 | | 185 | ||||||||||||||||||||||||||
Gain (loss) on financial instruments, net |
(454 | ) | | | (6,678 | ) | 8,289 | (H) | 1,157 | | 1,157 | |||||||||||||||||||||||
Gain (loss) on foreign currency, net |
| | | 11,890 | (11,890 | ) | (I) | | | | ||||||||||||||||||||||||
Interest expense |
(5,294 | ) | (395 | ) | (647 | ) | (35,097 | ) | (13,923 | ) | (J) | (55,356 | ) | (6 | ) | (55,350 | ) | |||||||||||||||||
Merger related expenses |
| | (9,751 | ) | | 9,751 | (K) | | | | ||||||||||||||||||||||||
Income before income taxes |
133,209 | 1,539 | (6,918 | ) | 11,337 | (16,371 | ) | 122,796 | 6,498 | 116,298 | ||||||||||||||||||||||||
` | ||||||||||||||||||||||||||||||||||
Income tax (expense) benefit |
(53,703 | ) | (477 | ) | 4,401 | 2,602 | 10,840 | (L) | (36,337 | ) | (2,006 | ) | (34,331 | ) | ||||||||||||||||||||
Net income (loss) |
79,506 | 1,062 | (2,517 | ) | 13,939 | (5,531 | ) | 86,459 | 4,492 | 81,967 | ||||||||||||||||||||||||
Less: Net income attributable to noncontrolling interest |
| | | 1,619 | | 1,619 | 1,113 | 506 | ||||||||||||||||||||||||||
Net income (loss) |
$ | 79,506 | $ | 1,062 | $ | (2,517 | ) | $ | 12,320 | $ | (5,531 | ) | $ | 84,840 | $ | 3,379 | $ | 81,461 | ||||||||||||||||
Basic income per share: |
||||||||||||||||||||||||||||||||||
Weighted average shares outstanding |
131,529,412 | 131,529,412 | ||||||||||||||||||||||||||||||||
Net income |
$ | 0.60 | $ | 0.62 | ||||||||||||||||||||||||||||||
Diluted income per share: |
||||||||||||||||||||||||||||||||||
Weighted average shares outstanding |
137,834,123 | 137,834,123 | ||||||||||||||||||||||||||||||||
Net income |
$ | 0.58 | $ | 0.59 |
4
Green Mountain Coffee Roasters, Inc.
Notes to Pro Forma Condensed Combined Financial Information (Unaudited)
(A) Timothys Historical represents the operations of Timothys World Coffee brand and wholesale business acquired on November 13, 2009. The Unaudited Pro Forma Condensed Combined Statement of Operations for the fifty-two weeks ended September 25, 2010 includes six weeks of Timothys operations prior to the acquisition on November 13, 2009. Subsequent to the acquisition date, Timothys operations are included in GMCRs historical consolidated statement of operations.
(B) Diedrich Historical represents the operations of Diedrich Coffee, Inc. acquired on May 11, 2010. The Unaudited Pro Forma Condensed Combined Statement of Operations for the fifty-two weeks ending September 25, 2010 was prepared using Diedrich historical statements of operations for the thirty-two weeks ended May 11, 2010. Subsequent to the acquisition date, Diedrichs operations are included in GMCRs historical consolidated statement of operations.
(C) Van Houtte Historical represents the operations of LJVH Holdings Inc., acquired on December 17, 2010. The Unaudited Pro Forma Condensed Combined Statement of Operations for the thirteen weeks ended December 25, 2010 includes the results of LJVH Holdings Inc. from September 26, 2010 to December 16, 2010. The Unaudited Pro Forma Condensed Combined Statement of Operations for the fifty-two weeks ended September 25, 2010 was prepared using Van Houtte historical statements of operations for the fifty-three weeks ended October 16, 2010. Subsequent to the acquisition date, Van Houttes operations are included in GMCRs historical consolidated statement of operations. Van Houtte historical results for the three weeks ended October 16, 2010 are included in both the statements of operations for the thirteen weeks ended December 25, 2010 and for the fifty-two weeks ended September 25, 2010.
The total preliminary purchase price was $947.6 million ($907.9 million, net of $39.7 million cash acquired). The total preliminary estimated purchase price was allocated to Van Houttes net tangible assets and identifiable intangible assets based on their estimated fair values as of December 17, 2010. The purchase price is subject to working capital, net indebtedness and closing tax adjustments based upon a balance sheet audit prepared as of December 17, 2010. GMCR does not anticipate material changes to the purchase price or the preliminary fair values assigned to the net assets acquired. The table below represents the preliminary allocation of the preliminary purchase price to the acquired net assets of Van Houtte (in thousands):
Fair value of: |
||||
Tangible assets acquired |
$ | 287,298 | ||
Intangible assets |
381,220 | |||
Goodwill |
418,585 | |||
Less Fair Value of: |
||||
Liabilities assumed |
(134,248 | ) | ||
Non-controlling interests |
(5,206 | ) | ||
Total purchase price |
$ | 947,649 | ||
5
(D) Represents the elimination of coffee and brewer sales amongst GMCR, Van Houtte, Diedrich and Timothys, as well as the elimination of royalties earned by GMCR from Van Houtte, Diedrich and Timothys on sales of K-Cup portion packs to third-party customers, as follows (in thousands):
Thirteen weeks ended December 25, 2010 |
Fifty-two weeks ended September 25, 2010 |
|||||||
GMCR Sales |
$ | 6,408 | $ | 28,253 | ||||
Van Houtte Sales |
10,834 | 26,265 | ||||||
Diedrich Sales |
| 34,380 | ||||||
Timothys Sales |
113 | 5,418 | ||||||
Total Sales |
$ | 17,355 | $ | 94,316 | ||||
(E) Represents cost of sales adjustments that consist of:
1) | The elimination of coffee and brewer cost of sales amongst GMCR, Van Houtte, Diedrich and Timothys, as well as the elimination of royalties paid to GMCR from Van Houtte, Diedrich and Timothys on sales of K-Cup portion packs to third-party customers, as follows (in thousands): |
Thirteen weeks ended December 25, 2010 |
Fifty-two weeks ended September 25, 2010 |
|||||||
GMCR COS |
$ | 10,833 | $ | 65,420 | ||||
Van Houtte COS |
5,489 | 19,075 | ||||||
Diedrich COS |
| 8,489 | ||||||
Timothys COS |
| 2,123 | ||||||
Total COS |
$ | 16,322 | $ | 95,107 | ||||
2) | An adjustment for the reduction in (additional) depreciation related to the valuation of fixed assets used in production, as follows (in thousands): |
Thirteen weeks ended December 25, 2010 |
Fifty-two weeks ended September 25, 2010 |
|||||||
Timothys |
$ | | $ | 18 | ||||
Diedrich |
| 127 | ||||||
Van Houtte |
(2,114 | ) | (8,114 | ) | ||||
Total |
$ | (2,114 | ) | $ | (7,969 | ) | ||
The weighted-average depreciable life for Van Houtte fixed assets related to cost of sales is 5.2 years.
6
3) | The add-back of the amortization resulting from the one-time inventory mark-up to fair value. |
Thirteen weeks ended December 25, 2010 |
Fifty-two weeks ended September 25, 2010 |
|||||||
Timothys |
$ | | $ | 658 | ||||
Diedrich |
| 905 | ||||||
Van Houtte |
2,018 | | ||||||
Total |
$ | 2,018 | $ | 1,563 | ||||
Total Cost of Sales Adjustment |
$ | 16,226 | $ | 88,701 | ||||
(F) Represents the reversal of historical amortization incurred by Van Houtte on intangibles of $2.6 million and $8.3 million for the thirteen weeks ended December 25, 2010 and fifty-two weeks ended September 25, 2010, respectively. In addition, represents additional depreciation of $0.3 million and $1.3 million related to the date of acquisition fair valuation for Van Houtte fixed assets, including Filterfresh, for the thirteen weeks ended December 25, 2010 and the fifty-two weeks ended September 25, 2010, respectively.
The weighted-average depreciable life for Van Houtte fixed assets related to selling and operating activities is 5.1 years.
(G) Represents the elimination of expenses related to the Van Houtte, Diedrich and Timothys acquisitions incurred by all parties including GMCR, for stock-related compensation as well as an adjustment for depreciation and amortization expense (including Filterfresh) related to date of acquisition fair valuation of fixed assets and intangibles as follows (in thousands):
Thirteen weeks ended December 25, 2010 | ||||||||||||||||
Van Houtte | Diedrich | Timothys | Total | |||||||||||||
Acquisition-related expenses |
$ | (10,049 | ) | $ | | $ | | $ | (10,049 | ) | ||||||
Amortization |
6,482 | | | 6,482 | ||||||||||||
Depreciation |
307 | | | 307 | ||||||||||||
Total |
$ | (3,260 | ) | $ | | $ | | $ | (3,260 | ) | ||||||
Fifty-two weeks ended September 25, 2010 | ||||||||||||||||
Van Houtte | Diedrich | Timothys | Total | |||||||||||||
Acquisition-related expenses |
$ | (5,341 | ) | $ | (11,693 | ) | $ | (2,325 | ) | $ | (19,359 | ) | ||||
Amortization |
27,580 | 6,263 | 314 | 34,157 | ||||||||||||
Depreciation |
1,191 | (30 | ) | (4 | ) | 1,157 | ||||||||||
Stock compensation |
| (5,997 | ) | | (5,997 | ) | ||||||||||
Total |
$ | 23,430 | $ | (11,457 | ) | $ | (2,015 | ) | $ | 9,958 | ||||||
7
The weighted-average depreciable life for Van Houtte fixed assets related to general and administrative activities is 16.7 years. The weighted-average amortizable life for Van Houtte intangible assets is 10.6 years.
(H) Represents the elimination of gains and losses incurred by GMCR on derivatives not designated as hedging instruments for accounting purposes used to hedge the Canadian dollar purchase price of the Timothys and Van Houtte acquisitions and Van Houtte incurred gains and losses on derivatives related to the Van Houtte debt that was not assumed as part of the acquisition (in thousands):
Thirteen weeks ended December 25, 2010 |
Fifty-two weeks ended September 25, 2010 |
|||||||
GMCR |
$ | 6,846 | $ | 100 | ||||
Timothys |
| 354 | ||||||
Van Houtte |
(556 | ) | 7,835 | |||||
Total |
$ | 6,290 | $ | 8,289 | ||||
(I) Represents the elimination of the gain resulting from the remeasurement of foreign currency denominated debt that was not assumed as part of the Van Houtte acquisition.
(J) Represents an adjustment for additional interest and amortization of deferred financing fees that would have been incurred on the new $1.45 billion credit facility used to finance the Van Houtte acquisition and to re-pay GMCRs indebtedness outstanding under its previous credit facility, using the rates that would have been in effect during the applicable periods The adjustment also represents the elimination of interest expense incurred for Van Houtte, Diedrich and Timothys long-term debt that was not assumed in the acquisitions and an adjustment to eliminate the amortization of deferred financing fees incurred by GMCR and Van Houtte under terminated credit facilities and the amortization of deferred financing fees incurred under the new $1.45 billion credit facility.
Thirteen weeks ended December 25, 2010 | ||||||||||||||||||||
GMCR | Van Houtte | Diedrich | Timothys | Total | ||||||||||||||||
Deferred financing |
$ | (1,973 | ) | $ | 5,896 | $ | | $ | | $ | 3,923 | |||||||||
Interest expense |
(5,191 | ) | 14,249 | | | 9,058 | ||||||||||||||
Total |
$ | (7,164 | ) | $ | 20,145 | $ | | $ | | $ | 12,981 | |||||||||
Fifty-two weeks ended September 25, 2010 | ||||||||||||||||||||
GMCR | Van Houtte | Diedrich | Timothys | Total | ||||||||||||||||
Deferred financing |
$ | (7,891 | ) | $ | 1,477 | $ | | $ | | $ | (6,414 | ) | ||||||||
Interest expense |
(41,748 | ) | 33,197 | 647 | 395 | (7,509 | ) | |||||||||||||
Total |
$ | (49,639 | ) | $ | 34,674 | $ | 647 | $ | 395 | $ | (13,923 | ) | ||||||||
Debt incurred to finance the acquisition that was subject to variable interest rates was $671.5 million for the thirteen weeks ended December 25, 2010 and $1.0 billion for the fifty-two weeks ended September 25, 2010. Had interest rates increased by 125 basis points, the effect
8
on net income would have been additional interest expense of $1.1 million during the thirteen weeks ended December 25, 2010 and $4.7 million during the fifty-two weeks ended September 25, 2010.
(K) Represents elimination of acquisition-related expenses incurred by Diedrich.
(L) Represents the benefit from (provision for) income taxes associated with the pro forma adjustments computed based upon an estimated combined federal and state statutory rates as follows:
Thirteen weeks ended December 25, 2010 |
Fifty-two weeks ended September 25, 2010 |
|||||||
United States |
40.35 | % | 40.35 | % | ||||
Canada, Quebec |
28.40 | % | 29.90 | % | ||||
Canada, Ontario |
28.50 | % | 30.00 | % |
The pro forma adjustments include the add-back of acquisition-related expenses, some of which are not tax deductible. The pro forma adjustment for the income tax expense (benefit) excludes the effect of the add-back of the non-deductible acquisition-related expenses. For tax purposes, these non-deductible expenses were recognized in the historical quarters in which the acquisitions occurred and therefore do not require adjustment for pro forma presentation.
(M) GMCR is conducting a strategic review of the Van Houtte U.S. Coffee Service business (Filterfresh) in contemplation of a potential divestiture of Filterfresh. As a result, all the assets and liabilities relating to the Filterfresh business were recorded at estimated fair value less costs to sell and reported as held-for-sale as of the date of the acquisition in GMCRs Quarterly Form 10-Q for the quarter ended December 25, 2010.
The column entitled, Pro Forma, including Filterfresh, represents consolidated pro forma results of operations which include the Filterfresh operations. GMCR has eliminated the results of operations for Filterfresh as reflected in the column titled Filterfresh, which include pro forma adjustment related to Filterfresh included in the column titled Pro Forma Adjustments. GMCRs sales to Filterfresh have been eliminated and are not reflected in the consolidated pro forma results column excluding Filterfresh. Although GMCR expects to continue to sell to Filterfresh after the potential divestiture, there is no assurance such sales will occur and if they do occur, if the sales will be for the same amounts. For the thirteen weeks ended December 25, 2010, GMCR sales to Filterfresh were approximately $6.6 million and cost of sales were approximately $4.7 million. For the fifty-two weeks ended September 25, 2010, GMCR sales to Filterfresh were approximately $25.9 million and cost of sales were approximately $18.0 million.
9