This excerpt taken from the CQB 8-K filed Jul 15, 2005.
CONDENSED COMBINED BALANCE SHEET
(a)
The total estimated consideration as shown in the table below is allocated to the assets and liabilities of Fresh Express as if the Transactions had occurred on March 31, 2005. The
allocation set forth below is preliminary. The unaudited pro forma condensed combined balance sheet assumes that the historical values of Fresh Express’s current assets and current liabilities approximate fair value. The actual amounts recorded
may differ materially from the pro forma amounts presented below:
Total purchase price ($ in millions):
Cash
$
855
Estimated fees and expenses
30
$
885
Preliminary allocation of purchase price ($ in millions):
Estimated adjustments to reflect assets and liabilities at fair value:
Historical value of assets acquired (excluding goodwill)
$
443.2
Historical value of liabilities acquired
(571.3
)
Elimination of loan payable and trade payable to PFG
362.3
Elimination of long-term debt of Fresh Express subsidiaries
15.0
Adjustment to deferred taxes
(26.6
)
Elimination of cash to be retained by PFG
(3.9
)
Estimated fair value adjustment for property, plant & equipment
26.6
Estimated acquisition financing costs
20.0
Estimated expenses for lease cancellations, plant consolidations, severance, and certain other exit activities of the acquired
company
(30.0
)
Estimated fair value adjustment for trademarks
(2.2
)
Estimated fair value adjustment for other intangible assets
106.9
Goodwill acquired
545.0
$
885.0
(b)
Represents use of ($110.0) million of cash on hand to fund the Acquisition and the elimination of ($3.9) million of cash that was not purchased by Chiquita as provided in the
Agreement.
(c)
Pro forma adjustments do not include required closing date payment of checks outstanding (issued by PFG in payment of Fresh Express obligations) in excess of deposits since amounts
would have been paid immediately after closing. Had this payment been reflected, cash and accounts payable amounts would have decreased. Actual payment at closing for checks outstanding in excess of deposits was approximately $22.0 million. Pro
forma adjustment to cash does include required closing adjustment corresponding to Fresh Express’s cash balance at March 31, 2005 of approximately $3.9 million. Actual payment at closing for Fresh Express estimated cash was also $3.9 million.
None of these adjustments are included as part of the purchase price of Fresh Express described in note (a) above.
(d)
Represents reclassification to conform to Chiquita presentation, from inventories to other receivables of advances paid to growers in order to procure supplies of raw product.
(e)
Represents the deferred tax effect of the pro forma adjustments.
(f)
Represents the estimated adjustment for the preliminary fair market value of property, plant and equipment, trademarks and other intangibles including customer relationships and
patents. This adjustment is preliminary and is based on management’s estimates and the preliminary work of independent appraisers. The actual adjustment will be completed after Chiquita obtains final third-party appraisals, reviews all
available data and concludes its internal assessment. The actual amounts recorded may differ materially from the pro forma amounts presented.
(g)
Represents capitalization of financing costs related to the Notes, Chiquita’s new senior secured credit facility and the Ship Facility, to be amortized over their respective
terms.
(h)
Represents estimated adjustment for the preliminary fair market value of incremental goodwill associated with the Acquisition. This adjustment is preliminary and is based on
management’s estimates and the preliminary work of independent appraisers. The actual adjustment may differ materially and will be based on final valuations.
(i)
Represents issuance of $225 million of Notes, the entry into a new senior secured credit facility and initial borrowings of $500 million thereunder, and the entry into the Ship
Facility and recent borrowings of $50 million thereunder, offset by ($15) million aggregate principal amount of Fresh Express indebtedness with respect to which, on the closing date of the Acquisition, PFG irrevocably deposited the amount of funds
necessary to prepay such indebtedness and any related fees and expenses.
(j)
Represents the elimination of payable owed to PFG that was not assumed by Chiquita, as provided for in the Agreement.
(k)
Represents estimated expenses for severance, lease exits and certain other exit activities of Fresh Express. Management’s estimate of costs to exit certain Fresh Express
activities is preliminary. Actual costs may vary significantly from the preliminary estimate and will be based upon a formal plan of exit authorized by executives of appropriate authority after the consummation of the Acquisition.
(l)
Represents elimination of historical shareholders’ equity of Fresh Express.
