Exhibit 99.3
DEL MONTE CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following Unaudited Pro Forma Condensed Consolidated Financial Statements of Del Monte Corporation reflect the impact of the previously announced disposition of the interests of certain subsidiaries related to the Company’s Consumer Products business (the “Consumer Products Business”) and generally all assets primarily related to the Consumer Products Business. On February 18, 2014, the Company completed the sale of the Consumer Products Business pursuant to the terms of a Purchase Agreement with Del Monte Pacific Limited (“DMPL”) and its subsidiary, Del Monte Foods Consumer Products, Inc. (now known as “Del Monte Foods, Inc.”) (the “Acquiror”). The Pro Forma Financial Information has been derived from the historical consolidated financial statements of the Company, which are included in its Annual Report on Form 10-K for the fiscal year ended April 28, 2013 and its Quarterly Report on Form 10-Q for the six months ended October 27, 2013.
The Pro Forma Financial Information has been prepared to eliminate the Consumer Products Business’ assets, liabilities and results of operations, and reflect the following:
| | • | | the receipt of the cash purchase price in connection with the close of the transaction, plus an estimated working capital adjustment as of October 27, 2013, less transaction costs; and |
| | • | | tax adjustments from the realization of deferred tax assets and liabilities and current taxes payable resulting from the tax gain on sale. |
No pro forma adjustments were made to reflect the Transition Services Agreement between the Company and the Acquiror given the limited duration of the agreement. The unaudited pro forma condensed consolidated statements of operations give effect to the disposition of the assets and related liabilities as if it had occurred as of the beginning of each period shown. The unaudited pro forma condensed consolidated balance sheet gives effect to the disposition of the assets and related liabilities as if it had occurred as of the balance sheet date.
The Pro Forma Financial Information is not necessarily indicative of the Company’s results of operations or financial condition had the sale been completed on the dates assumed. The assumptions used and pro forma adjustments derived from such assumptions are based on currently available information and such assumptions are believed to be reasonable under the circumstances.
Del Monte Corporation and Subsidiaries
Pro Forma Condensed Consolidated Statement of Operations
(in millions)
| | | | | | | | | | | | |
| | | Fiscal Year Ended April 28, 2013 | |
| | | Historical | | | Pro Forma
Adjustments | | | Pro Forma | |
| | | (as reported) | | | | | | (unaudited) | |
Net sales | | $ | 3,819.4 | | | $ | (1,830.4 | )(A) | | $ | 1,989.0 | |
Costs of products sold | | | 2,718.7 | | | | (1,417.7 | )(A) | | | 1,301.0 | |
| | | | | | | | | | | | |
Gross profit | | | 1,100.7 | | | | (412.7 | ) | | | 688.0 | |
Selling, general and administrative expense | | | 716.2 | | | | (261.3 | )(A) | | | 454.9 | |
| | | | | | | | | | | | |
Operating income | | | 384.5 | | | | (151.4 | ) | | | 233.1 | |
Interest expense | | | 257.9 | | | | (0.7 | )(A) | | | 257.2 | |
Other income, net | | | (12.5 | ) | | | 2.7 | (A) | | | (9.8 | ) |
| | | | | | | | | | | | |
Income (loss) from continuing operations before income taxes | | | 139.1 | | | | (153.4 | ) | | | (14.3 | ) |
Provision (benefit) for income taxes | | | 47.2 | | | | (55.5 | )(A) | | | (8.3 | ) |
| | | | | | | | | | | | |
Income (loss) from continuing operations | | | 91.9 | | | | (97.9 | ) | | | (6.0 | ) |
Income (loss) from discontinued operations before income taxes | | | (0.7 | ) | | | — | | | | (0.7 | ) |
Provision (benefit) for income taxes | | | (1.0 | ) | | | — | | | | (1.0 | ) |
| | | | | | | | | | | | |
Income from discontinued operations | | | 0.3 | | | | — | | | | 0.3 | |
| | | | | | | | | | | | |
Net income (loss) | | $ | 92.2 | | | $ | (97.9 | ) | | $ | (5.7 | ) |
| | | | | | | | | | | | |
See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements
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Del Monte Corporation and Subsidiaries
Pro Forma Condensed Consolidated Statement of Operations (unaudited)
(in millions)
| | | | | | | | | | | | |
| | | Six Months Ended October 27, 2013 | |
| | | Historical | | | Pro Forma
Adjustments | | | Pro Forma | |
Net sales | | $ | 1,033.0 | | | $ | — | | | $ | 1,033.0 | |
Costs of products sold | | | 657.8 | | | | — | | | | 657.8 | |
| | | | | | | | | | | | |
Gross profit | | | 375.2 | | | | — | | | | 375.2 | |
Selling, general and administrative expense | | | 237.2 | | | | — | | | | 237.2 | |
| | | | | | | | | | | | |
Operating income | | | 138.0 | | | | — | | | | 138.0 | |
Interest expense | | | 118.4 | | | | — | | | | 118.4 | |
Other income, net | | | (9.6 | ) | | | — | | | | (9.6 | ) |
| | | | | | | | | | | | |
Income from continuing operations before income taxes | | | 29.2 | | | | — | | | | 29.2 | |
Provision for income taxes | | | 16.4 | | | | — | | | | 16.4 | |
| | | | | | | | | | | | |
Income from continuing operations | | | 12.8 | | | | — | | | | 12.8 | |
Income (loss) from discontinued operations before income taxes | | | (142.7 | ) | | | 142.7 | (A) | | | — | |
Provision (benefit) for income taxes | | | (57.1 | ) | | | 57.1 | (A) | | | — | |
| | | | | | | | | | | | |
Income from discontinued operations | | | (85.6 | ) | | | 85.6 | | | | — | |
| | | | | | | | | | | | |
Net income (loss) | | $ | (72.8 | ) | | $ | 85.6 | | | $ | 12.8 | |
| | | | | | | | | | | | |
See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements
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Del Monte Corporation and Subsidiaries
Pro Forma Condensed Consolidated Balance Sheets (unaudited)
(in millions)
| | | | | | | | | | | | |
| | | As of October 27, 2013 | |
| | | Historical | | | Pro Forma
Adjustments | | | Pro Forma | |
| | | (as reported) | | | | | | | |
ASSETS | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 13.4 | | | $ | 1,842.7 | (B) | | $ | 1,856.1 | |
Trade accounts receivable, net of allowance | | | 126.4 | | | | — | | | | 126.4 | |
Inventories, net | | | 209.5 | | | | — | | | | 209.5 | |
Prepaid expenses and other current assets | | | 89.5 | | | | 28.5 | (C) | | | 118.0 | |
Discontinued operations-assets | | | 2,310.3 | | | | (2,310.3 | )(D) | | | — | |
| | | | | | | | | | | | |
Total current assets | | | 2,749.1 | | | | (439.1 | ) | | | 2,310.0 | |
Property, plant and equipment, net | | | 368.2 | | | | — | | | | 368.2 | |
Goodwill | | | 2,113.0 | | | | — | | | | 2,113.0 | |
Intangible assets, net | | | 2,178.9 | | | | — | | | | 2,178.9 | |
Other assets, net | | | 111.0 | | | | — | | | | 111.0 | |
| | | | | | | | | | | | |
Total assets | | $ | 7,520.2 | | | $ | (439.1 | ) | | $ | 7,081.1 | |
| | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDER’S EQUITY | | | | | | | | | | | | |
Accounts payable and accrued expenses | | $ | 322.8 | | | $ | 348.5 | (E) | | $ | 671.3 | |
Short-term borrowings | | | 156.2 | | | | — | | | | 156.2 | |
Current portion of long-term debt | | | 13.2 | | | | — | | | | 13.2 | |
Discontinued operations-liabilities | | | 467.5 | | | | (467.5 | )(D) | | | — | |
| | | | | | | | | | | | |
Total current liabilities | | | 959.7 | | | | (119.0 | ) | | | 840.7 | |
Long-term debt, net of discount | | | 3,890.0 | | | | — | | | | 3,890.0 | |
Deferred tax liabilities | | | 1,005.1 | | | | (337.6 | )(C) | | | 667.5 | |
Other non-current liabilities | | | 139.3 | | | | — | | | | 139.3 | |
| | | | | | | | | | | | |
Total liabilities | | | 5,994.1 | | | | (456.6 | ) | | | 5,537.5 | |
| | | | | | | | | | | | |
Stockholder’s Equity | | | 1,526.1 | | | | 17.5 | (F) | | | 1,543.6 | |
| | | | | | | | | | | | |
Total liabilities and stockholder’s equity | | $ | 7,520.2 | | | $ | (439.1 | ) | | $ | 7,081.1 | |
| | | | | | | | | | | | |
See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements
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DEL MONTE CORPORATION
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Pro Forma Adjustments
The following adjustments have been reflected in the unaudited pro forma condensed consolidated financial statements:
| (A) | To eliminate the operations of the Consumer Products Business as a result of the disposition. |
| (B) | To reflect an increase in cash and cash equivalents, less transaction costs, as a result of the disposition. |
| (C) | To reflect the realization of deferred tax assets and liabilities as a result of the disposition. |
| (D) | To eliminate the assets and liabilities of the disposed Consumer Products Business. |
| (E) | To reflect the current tax liability due as a result of the disposition. |
| (F) | To reflect the net effect to stockholder’s equity of the pro forma adjustments to assets and liabilities described above. |
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