Attached files
| file | filename |
|---|---|
| 8-K - 8-K - HARRIS TEETER SUPERMARKETS, INC. | d28849.htm |
| EX-99.1 - EX-99.1 - HARRIS TEETER SUPERMARKETS, INC. | d28849_ex99-1.htm |
Exhibit 99.2
Ruddick Corporation
Introduction to the Unaudited Pro Forma Condensed Consolidated Financial Statements
On November 7, 2011, Ruddick Corporation (“the Company”) completed the sale of all of its ownership interest in its American & Efird business (“A&E”) to two newly formed affiliates of KPS Capital Partners, LP. The purchase price was $180 million in cash consideration, subject to adjustments for working capital and certain liabilities, including under funded pension liabilities and foreign debt.
The following unaudited pro forma condensed consolidated financial statements and explanatory notes reflect the disposition of A&E as if the sale had occurred as of July 3, 2011, in respect to the pro forma consolidated condensed balance sheet, and October 1, 2007, in respect to the pro forma consolidated condensed statements of operations.
The unaudited pro forma consolidated condensed balance sheet includes specific assumptions and adjustments related to the sale of A&E. The adjustments are based upon presently available information and assumptions that management believes are reasonable under the circumstances as of the date of the filing. The pro forma consolidated condensed balance sheet includes no assumptions regarding the use of proceeds, which are presented as additional cash and cash equivalents. Accordingly, the actual effect of the sale, due to this and other factors, including, but not limited to changes in balances of assets and liabilities and final price adjustments, could differ significantly from the pro forma adjustments presented herein.
The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and do not purport to represent what the results of operations or financial position of the Company would have been had the transaction described above occurred on the dates noted above, or to project the results of operations or financial position of the Company for any future periods. The pro forma adjustments are directly attributable to the transaction and are expected to have a continuing impact on the results of operations of the Company. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma financial information have been made.
RUDDICK CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
AS OF JULY 3, 2011
(dollars in thousands)
| Historical |
Disposition | Pro Forma |
ASSETS |
|
|
|
Current Assets |
|
|
|
Cash and Cash Equivalents | $ 124,208 | $ 158,279 | $ 282,487 |
Accounts Receivable, Net of Allowance for Doubtful Accounts | 112,979 | (57,139) | 55,840 |
Refundable Income Taxes | 9,287 | 5,617 | 14,904 |
Inventories | 327,029 | (53,733) | 273,296 |
Deferred Income Taxes | 1,509 | (228) | 1,281 |
Prepaid Expenses and Other Current Assets | 32,348 | (7,955) | 24,393 |
Total Current Assets | 607,360 | 44,841 | 652,201 |
Property, Net | 1,069,334 | (66,091) | 1,003,243 |
Investments | 179,424 | (62,580) | 116,844 |
Deferred Income Taxes | 992 | (992) | - |
Goodwill | 515 | (515) | - |
Intangible Assets | 20,041 | (6,665) | 13,376 |
Other Long-Term Assets | 85,015 | (4,314) | 80,701 |
Total Assets | $1,962,681 | $ (96,316) | $1,866,365 |
LIABILITIES AND EQUITY |
|
|
|
Current Liabilities |
|
|
|
Notes Payable | $ 7,021 | $ (7,021) | $ - |
Current Portion of Long-Term Debt and Capital Lease Obligations | 4,664 | (509) | 4,155 |
Accounts Payable | 251,484 | (13,507) | 237,977 |
Deferred Income Taxes | 17 | (17) | - |
Accrued Compensation | 59,792 | (6,705) | 53,087 |
Other Current Liabilities | 87,141 | (6,647) | 80,494 |
Total Current Liabilities | 410,119 | (34,406) | 375,713 |
Long-Term Debt and Capital Lease Obligations | 285,648 | (472) | 285,176 |
Deferred Income Taxes | 19,321 | 1,078 | 20,399 |
Pension Liabilities | 146,441 | (26,975) | 119,466 |
Other Long-Term Liabilities | 116,503 | (2,097) | 114,406 |
Total Liabilities | 978,032 | (62,872) | 915,160 |
Equity |
|
|
|
Common Stock | 102,017 | - | 102,017 |
Retained Earnings | 999,815 | (45,014) | 954,801 |
Accumulated Other Comprehensive Loss | (123,177) | 17,564 | (105,613) |
Total Equity of Ruddick Corporation | 978,655 | (27,450) | 951,205 |
Noncontrolling Interest | 5,994 | (5,994) | - |
Total Equity | 984,649 | (33,444) | 951,205 |
Total Liabilities and Equity | $1,962,681 | (96,316) | $1,866,365 |
|
|
|
|
See Notes to Unaudited Pro Forma Consolidated Condensed Financial Statements | |||
RUDDICK CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
FOR THE 39 WEEKS ENDED JULY 3, 2011
(dollars in thousands)
| Historical | Disposition | Pro Forma |
Net Sales | $ 3,425,971 | $ (241,894) | $ 3,184,077 |
Cost of Sales | 2,416,167 | (181,647) | 2,234,520 |
Selling, General and Administrative Expenses | 851,119 | (39,217) | 811,902 |
Operating Profit | 158,685 | (21,030) | 137,655 |
Interest Expense | 14,677 | (315) | 14,362 |
Interest Income | (200) | 114 | (86) |
Net Investment Gain | (19,392) | - | (19,392) |
Earnings (Loss) from Continuing Operations Before Income Taxes | 163,600 | (20,829) | 142,771 |
Income Tax Expense (Benefit) | 62,808 | (6,301) | 56,507 |
Earnings from Continuing Operations | 100,792 | (14,528) | 86,264 |
Less: Net Earnings Attributable to the Noncontrolling Interest | 655 | (655) | - |
Net Earnings Attributable to Ruddick Corporation | $ 100,137 | $ (13,873) | $ 86,264 |
|
|
|
|
Earnings (Loss) Per Share Attributable to Ruddick Corporation: |
|
|
|
Basic | $ 2.07 |
| $ 1.78 |
Diluted | $ 2.05 |
| $ 1.77 |
|
|
|
|
Weighted Average Number of Shares of Common Stock Outstanding: |
|
|
|
Basic | 48,460 |
| 48,460 |
Diluted | 48,830 |
| 48,830 |
| |||
See Notes to Unaudited Pro Forma Consolidated Condensed Financial Statements | |||
RUDDICK CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED OCTOBER 3, 2010
(dollars in thousands)
| Historical | Disposition | Pro Forma |
Net Sales | $ 4,400,450 | $ (301,097) | $ 4,099,353 |
Cost of Sales | 3,100,592 | (228,685) | 2,871,907 |
Selling, General and Administrative Expenses | 1,101,887 | (51,298) | 1,050,589 |
Operating Profit | 197,971 | (21,114) | 176,857 |
Interest Expense | 20,072 | (421) | 19,651 |
Interest Income | (196) | 66 | (130) |
Net Investment Gain | (310) | - | (310) |
Earnings (Loss) from Continuing Operations Before Income Taxes | 178,405 | (20,759) | 157,646 |
Income Tax Expense (Benefit) | 65,297 | (5,250) | 60,047 |
Earnings from Continuing Operations | 113,108 | (15,509) | 97,599 |
Less: Net Earnings Attributable to the Noncontrolling Interest | 1,067 | (1,067) | - |
Net Earnings Attributable to Ruddick Corporation | $ 112,041 | $ (14,442) | $ 97,599 |
|
|
|
|
Earnings (Loss) Per Share Attributable to Ruddick Corporation: |
|
|
|
Basic | $ 2.32 |
| $ 2.02 |
Diluted | $ 2.31 |
| $ 2.01 |
|
|
|
|
Weighted Average Number of Shares of Common Stock Outstanding: |
|
|
|
Basic | 48,215 |
| 48,215 |
Diluted | 48,600 |
| 48,600 |
| |||
See Notes to Unaudited Pro Forma Consolidated Condensed Financial Statements | |||
RUDDICK CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 27, 2009
(dollars in thousands)
| Historical | Disposition | Pro Forma |
Net Sales | $ 4,077,822 | $ (250,817) | $ 3,827,005 |
Cost of Sales | 2,860,465 | (202,901) | 2,657,564 |
Selling, General and Administrative Expenses | 1,052,615 | (51,288) | 1,001,327 |
Goodwill Impairment Charge | 7,654 | (7,654) | - |
Long-Lived Asset Impairment Charge | 2,237 | (2,237) | - |
Operating Profit | 154,851 | 13,263 | 168,114 |
Interest Expense | 17,307 | (732) | 16,575 |
Interest Income | (493) | 480 | (13) |
Net Investment Gain | (746) | - | (746) |
Earnings (Loss) from Continuing Operations Before Income Taxes | 138,783 | 13,515 | 152,298 |
Income Tax Expense (Benefit) | 52,225 | 7,710 | 59,935 |
Earnings from Continuing Operations | 86,558 | 5,805 | 92,363 |
Less: Net Earnings Attributable to the Noncontrolling Interest | 594 | (594) | - |
Net Earnings Attributable to Ruddick Corporation | $ 85,964 | $ 6,399 | $ 92,363 |
|
|
|
|
Earnings (Loss) Per Share Attributable to Ruddick Corporation: |
|
|
|
Basic | $ 1.79 |
| $ 1.93 |
Diluted | $ 1.78 |
| $ 1.91 |
|
|
|
|
Weighted Average Number of Shares of Common Stock Outstanding: |
|
|
|
Basic | 47,964 |
| 47,964 |
Diluted | 48,337 |
| 48,337 |
| |||
See Notes to Unaudited Pro Forma Consolidated Condensed Financial Statements | |||
RUDDICK CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 28, 2008
(dollars in thousands)
| Historical | Disposition | Pro Forma | |
Net Sales | $ 3,992,397 | $ (327,593) | $ 3,664,804 | |
Cost of Sales | 2,783,950 | (258,003) | 2,525,947 | |
Selling, General and Administrative Expenses | 1,034,662 | (65,706) | 968,956 | |
Operating Profit | 173,785 | (3,884) | 169,901 | |
Interest Expense | 20,334 | (1,095) | 19,239 | |
Interest Income | (1,185) | 658 | (527) | |
Net Investment Gain | 41 | - | 41 | |
Earnings (Loss) from Continuing Operations Before Income Taxes | 154,595 | (3,447) | 151,148 | |
Income Tax Expense (Benefit) | 57,359 | 1,518 | 58,877 | |
Earnings from Continuing Operations | 97,236 | (4,965) | 92,271 | |
Less: Net Earnings Attributable to the Noncontrolling Interest | 484 | (484) | - | |
Net Earnings Attributable to Ruddick Corporation | $ 96,752 | $ (4,481) | $ 92,271 | |
|
|
|
| |
Earnings (Loss) Per Share Attributable to Ruddick Corporation: |
|
|
| |
Basic | $ 2.02 |
| $ 1.93 | |
Diluted | $ 2.00 |
| $ 1.91 | |
|
|
|
| |
Weighted Average Number of Shares of Common Stock Outstanding: |
|
|
| |
Basic | 47,824 |
| 47,824 | |
Diluted | 48,295 |
| 48,295 | |
| ||||
See Notes to Unaudited Pro Forma Consolidated Condensed Financial Statements | ||||
RUDDICK CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Basis of Presentation
The accompanying unaudited pro forma condensed consolidated financial statements reflect the disposition of the Company’s wholly-owned subsidiary, A&E. The unaudited Pro Forma Condensed Consolidated Balance Sheet as of July 3, 2011 and the unaudited Pro Forma Condensed Consolidated Statement of Earnings for the 39 weeks then ended gives effect to the disposition as if it had occurred on July 3, 2011. The unaudited Pro Forma Condensed Consolidated Statements of Operations for the 39 weeks ended July 3, 2011 and for the fiscal years ended October 3, 2010, September 27, 2009 and September 28, 2008, give effect to the disposition as if it had occurred on October 1, 2007.
Following are descriptions of certain columns included in the accompanying unaudited pro forma condensed consolidated financial statements:
·
Historical – Represents the historical condensed consolidated balance sheet of Ruddick Corporation as of July 3, 2011 and the historical consolidated statements of operations of Ruddick Corporation for the 39 weeks ended July 3, 2011, the 53 weeks ended October 3, 2010, the 52 weeks ended September 27, 2009 and the 52 weeks ended September 28, 2008.
·
Disposition – Represents A&E’s historical financial position as of July 3, 2011 and its historical operating results for the 39 weeks ended July 3, 2010 and the fiscal years ended October 3, 2010, September 27, 2009 and September 28, 2008, respectively.
The unaudited pro forma condensed consolidated financial statements have been derived from and should be read together with the historical consolidated financial statements and the related notes of the Company in its Annual Report on Form 10-K for the year ended October 3, 2010 and its Quarterly Report filed on Form 10-Q for the third fiscal quarter ended July 3, 2011.