This excerpt taken from the FARM 8-K filed May 8, 2009.
Item 2.01 Completion of Acquisition or Disposition of Assets
On March 3, 2008, Farmer Bros. Co, a Delaware corporation (the Company), filed a Current Report on Form 8-K (the Initial Form 8-K) to report the completion of our acquisition from Sara Lee Corporation, a Maryland corporation (Seller), and Saramar, L.L.C., a Delaware limited liability company (Saramar and collectively with Seller, Seller Parties) of certain assets used in connection with Seller Parties direct store delivery coffee business in the United States (DSD Coffee Business). The Initial Form 8-K is incorporated herein by reference. We are filing this Amended Current Report on Form 8-K/A (this Form 8-K/A) to report the financial statements and unaudited pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K, respectively.
We have not included pro-forma historical income statement information in this Form 8-K/A. In order to meaningfully present the effects of the acquisition of the DSD Coffee Business forward-looking information would be required. The DSD Coffee Business was operated as part of a larger business within Seller and after integrating this business with the Company it will have a different operating cost structure and different operations support under our ownership.
Since we are not including pro forma historical income statement information we are providing the following forward-looking information: During fiscal year 2010 we project that the DSD Coffee Business will add approximately $200 million net additional revenue. However we have not provided forward-looking information with respect to incremental costs and expenses to be incurred because such information is not determinable. Future results are subject to risks and costs that are not yet known, as well as the success of our integration plan, the successful operation of the transition service agreements with Seller and customer acceptance of the new operating company.
Certain statements contained in this report regarding the risks, circumstances and financial trends that may affect our future operating results, financial position and cash flows are not based on historical fact and are forward-looking statements within the meaning of federal securities laws and regulations. These statements are based on managements current expectations, assumptions, estimates and observations of future events and include any statements that do not directly relate to any historical or current fact. These forward-looking statements can be identified by the use of words like anticipates, feels, estimates, projects, expects, plans, believes, intends, will, assumes and other words of similar meaning. Owing to the uncertainties inherent in forward-looking statements, actual results could differ materially from those set forth in forward-looking statements. We intend these forward-looking statements to speak only at the time of this report and do not undertake to update or revise these statements as more information becomes available except as required under federal securities laws and the rules and regulations of the SEC. Factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, fluctuations in availability and cost of green coffee, competition, organizational changes, our ability to successfully integrate the DSD Coffee Business and CBI acquisitions, the impact of a weaker economy, business conditions in the coffee industry and food industry in general, the Companys continued success in attracting new customers, variances from budgeted sales mix and growth rates, weather and special or unusual events, and changes in the quality or dividend stream of third party securities and other investment vehicles in which the Company has invested its short-term assets, as well as other risks described in this report and the annual report filed by the Company on Form 10-K and other factors described from time to time in the Companys filings with the SEC.
This excerpt taken from the FARM 8-K filed Mar 5, 2009.
Item 2.01. Completion of Acquisition or Disposition of Assets.
Effective February 28, 2009, pursuant that certain Asset Purchase Agreement, dated December 2, 2008, by and among Sara Lee Corporation, a Maryland corporation (Seller), Saramar, L.L.C., a Delaware limited liability company (Saramar and collectively with Seller, Seller Parties), and the Company, as amended by Amendment No. 1 thereto dated as of February 27, 2009 (the Asset Purchase Agreement), the Company completed the acquisition of certain assets used in connection with Seller Parties DSD Coffee Business in the United States, which business generally consists of manufacturing and selling coffee, tea and related products through a network of facilities and vehicles. This business also includes the distribution, sale and service of brewed and liquid coffee equipment. Apart from the DSD Coffee Business, the Company also has the right to distribute sauces and dressings to customers of the DSD Coffee Business.
The assets purchased include, among other things, the following: (i) a manufacturing plant in Houston, Texas, a spice plant in Oklahoma City, Oklahoma, and a warehouse in Indianapolis, Indiana; (ii) 64 leased branch facilities in 31 states; (iii) a vehicle fleet consisting of 431 owned and leased vehicles; (iv) certain tangible personal property; (v) inventories of raw materials, work in process, finished goods and packaging; (vi) certain contracts, permits, books and records; (vii) prepaid expenses relating to the DSD Business; and (viii) all goodwill relating to the DSD Business. The Company also acquired Seller Parties rights (including related goodwill) in the trademarks and trade names relating to the SUPERIOR®, MCGARVEY®, CAINS®, IRELAND®, JUSTIN LLOYD®, METROPOLITAN®, PREBICA®, WECHSLER®, WORLDS FINEST® and CAFÉ ROYAL® brands.
At closing, the Company assumed certain liabilities, including obligations under contracts, environmental liabilities with respect to the transferred facilities, pension liabilities, advertising and trade promotion accruals, and accrued vacation as of the closing for hired personnel. Seller Parties retained all liabilities that were not specifically assumed by the Company.
Subject to certain post-closing adjustments relating to the amount of consumable inventory and prepaid expenses at closing, the purchase price was $41,006,000. After giving effect to certain reimbursement obligations of the parties relating to accounting costs, IT carve-out costs, and transfer taxes and fees, as well as real and personal property tax and utility prorations, the amount paid to Seller Parties at closing was $45,631,035. The acquisition was partially funded by proceeds of $29.5 million under the Loan Agreement described above in Item 1.01.
In connection with the closing, Seller Parties and the Company entered into certain operational agreements, including trademark and formula license agreements, co-pack agreements, a liquid coffee distribution agreement, a transition services agreement, and a green coffee and tea purchase agreement.
The foregoing description of the Asset Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Asset Purchase Agreement, a copy of which was filed as Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed on February 9, 2009 and incorporated herein by reference.
A copy of the Companys press release, dated March 2, 2009, announcing the closing of the acquisition is attached hereto as Exhibit 99.1 and incorporated herein by reference.