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Merger
9 Months Ended
Oct. 04, 2014
Business Combinations [Abstract]  
Merger

Note 3 Merger

On November 19, 2013, Spartan Stores, Inc. completed a merger with Nash-Finch, a food distribution company serving military commissaries and exchanges and independent grocery retailers as well as an operator of retail grocery stores.

The merger was accounted for under the provisions of FASB Accounting Standards Codification Topic 805, “Business Combinations.” The related assets acquired and liabilities assumed were recorded at estimated fair values on the acquisition date.

The following table summarizes the fair values of the assets acquired and liabilities assumed on November 19, 2013. During the measurement period, which will end on November 18, 2014, net adjustments of $7.0 million have been made to the fair values of the assets acquired and liabilities assumed with a corresponding adjustment to goodwill. These adjustments are summarized in the table presented below. The accompanying condensed consolidated balance sheet as of December 28, 2013 has been retrospectively adjusted to reflect these adjustments made as of November 19, 2013 as required by the accounting guidance for business combinations. The valuation process is not complete and the final determination of the fair values may result in further adjustments to the values presented below:

 

(In thousands)

 

Initial

Valuation

 

 

2014 Adjustments
to Fair Value

 

 

October 4,

2014

 

 

Current assets

 

$

790,296

 

 

$

(2,866

)

 

$

787,430

 

Property and equipment

 

 

369,495

 

 

 

(22,995

)

 

 

346,500

 

Goodwill

 

 

43,584

 

 

 

   (6,962

)

 

 

36,622

 

Intangible assets

 

 

10,750

 

 

 

17,800

 

 

 

28,550

 

Other

 

 

38,160

 

 

 

 

 

 

38,160

 

Total assets acquired

 

 

1,252,285

 

 

 

(15,023

)

 

 

1,237,262

 

 

Current liabilities

 

 

353,484

 

 

 

(11,263

)

 

 

342,221

 

Other long-term liabilities

 

 

81,047

 

 

 

(4,516

)

 

 

76,531

 

Long-term debt and capital lease obligations

 

 

438,140

 

 

 

756

 

 

 

438,896

 

Total liabilities assumed

 

 

872,671

 

 

 

(15,023

)

 

 

857,648

 

 

Net assets acquired

 

$

379,614

 

 

$

 

 

$

379,614

 

During the second quarter ended July 12, 2014, management of the Company made revisions to the cash flow projections to correct the allocation between certain reporting units related to the valuation analysis completed in 2013. Management has concluded that the purchase accounting effect of the revisions is not material to the consolidated financial statements for any period presented. As a result of the revisions, property and equipment was decreased by $23.0 million, while intangible assets were increased by $19.3 million and goodwill was increased by $3.7 million.

The excess of the purchase price over the fair value of net assets acquired of $36.6 million was preliminarily recorded as goodwill in the condensed consolidated balance sheet and allocated to the Food Distribution segment. The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of Nash-Finch. No goodwill is expected to be deductible for tax purposes.

Intangible assets acquired are currently valued as follows:

 

(In thousands)

 

Intangible
Assets

 

 

Useful Life

 

Trade names

 

$

6,700

 

 

 

Indefinite

 

Customer lists

 

 

5,100

 

 

 

7 years

 

Customer relationships

 

 

12,100

 

 

 

20 years

 

Favorable leases

 

 

4,650

 

 

 

7 to 22 years

 

 

 

$

28,550

 

 

 

 

 

The following supplemental pro forma financial information presents sales and net earnings as if the Nash-Finch Company was acquired on the first day of the 40-week period ended October 12, 2013. This pro forma information is not necessarily indicative of the results that would have been obtained if the acquisition had occurred at the beginning of the 40-week period presented or that may be obtained in the future.

 

 

 

October 12, 2013

 

(In thousands)

 

12 Weeks
Ended

 

 

40 Weeks
Ended

 

 

Net sales

 

$

1,796,656

 

 

$

5,928,875

 

Net earnings from continuing operations

 

 

13,799

 

 

 

41,980