Sprouts Farmers Market 2013 Annual Report Download - page 108
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Table of Contents
Identifiable intangible assets acquired consist of the following (in thousands):
Sales and net loss of SFM totaling $556.0 million and $44.5 million, respectively, are included in the consolidated results of
operations for the year ended January 1, 2012.
Sunflower Transaction
As described in Note 1, “Organization and Description of Business,” effective May 29, 2012 the Company acquired all of the
outstanding common and preferred stock of Sunflower in a transaction financed through issuance of debt by Intermediate Holdings
(see Note 13, “Long-Term Debt), and the issuance of 14,898,136 shares. Consideration transferred was determined as follows:
The fair value of our shares issued in connection with the Sunflower Transaction was determined to be $6.01 per share, the
fair value as determined as of the acquisition measurement date, which is the date the Sunflower Transaction closed.
The Company’s allocation of purchase price in the Sunflower Transaction is as follows:
Goodwill was attributed to the assembled workforce of Sunflower and synergies expected to be achieved from the combined
operations of the Company and Sunflower, primarily related to buying and
103
Trade names (indefinite-lived)
$
182,937
Liquor licenses (indefinite-lived)
247
Favorable leasehold interests (13.5 years weighted average useful life)
5,429
Total intangible assets
$
188,613
Fair Value of
Consideration
Transferred
Cash paid to Sunflower
$
108,517
Fair value of Company
’
s shares issued
89,605
Cash paid to extinguish Sunflower
’
s debt, net of cash acquired
21,358
Total purchase price
$
219,480
Net assets acquired:
Inventory
$
33,321
Deferred tax asset
2,308
Other current assets
3,859
Property and equipment
67,347
Intangible assets
7,416
Other assets
1,246
Liabilities assumed:
Current liabilities
(36,534
)
Financing lease obligations
(22,616
)
Deferred tax liability
(412
)
Other long-term liabilities
(6,103
)
Goodwill
169,648
Total purchase price
$
219,480