Sprouts Farmers Market (SFM) 8-K Forward-Looking Statements and Non-GAAP

Investor Presentation

Investor Presentation

September 2013

September 2013

Exhibit 99.1

1

Forward-Looking Statements and Non-GAAP

Forward-Looking Statements and Non-GAAP

Financial Measures

Financial Measures

Certain statements in this presentation are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. Any statements

contained herein (including, but not limited to, statements to the effect that Sprouts Farmers Market, Inc. (the “Company”)or its management

"anticipates," "plans," "estimates," "expects," "believes," or the negative of these terms and other similar expressions) that are not statements

of historical fact should be considered forward-looking statements.  These statements involve certain risks and uncertainties that may cause

actual results to differ materially from expectations as of the date of this presentation. These risks and uncertainties include, without

limitation, risks associated with the Company’s ability to successfully compete in its intensely competitive industry; the Company’s ability to

successfully open new stores; the Company’s ability to manage its rapid growth; the Company’s ability to maintain or improve its operating

margins; the Company’s ability to identify and react to trends in consumer preferences; product supply disruptions; general economic

conditions; and other factors as set forth from time to time in the Company’s Securities and Exchange Commission filings. The Company

intends these forward-looking statements to speak only as of the date of this presentation and does not undertake to update or revise them as

more information becomes available, except as required by law.

In addition to reporting financial results in accordance with GAAP, the Company has presented adjusted net income, adjusted diluted

earnings per share and adjusted EBITDA. These measures are not in accordance with, or an alternative to GAAP. The Company's

management believes that these presentations provide useful information to management, analysts and investors regarding certain

additional financial and business trends relating to its results

of operations and financial condition. In addition, management uses these

measures for reviewing the financial results of the Company as well as a component of incentive compensation. For the thirteen and twenty-

six weeks ended July 1, 2012, these non-GAAP measures are presented on a pro forma basis as if the May 2012 business combination with

Sunflower Farmers Market, Inc. (“Sunflower Transaction”) had occurred on the first day of the Company’s 2012 fiscal year. See  the Appendix

for unaudited supplemental pro forma condensed consolidated financial information.  The Company defines adjusted net income as net

income excluding store closure and exit costs, one-time costs associated with its April 2011 combination (the Henry’s Transaction) with

Henry’s Holdings, LLC (“Henry’s”) and the Sunflower Transaction (collectively, the “Transactions”), gain and losses from disposal of assets,

the

loss

on

extinguishment

of

debt

and

the

related

tax

impact

of

those

adjustments.

The

Company

defines

adjusted

diluted

earnings

per

share as adjusted net income divided by the weighted average diluted shares outstanding. The Company defines EBITDA as net income

before interest expense, provision for income tax, and depreciation and amortization, and defines adjusted EBITDA as EBITDA excluding

store closure and exit costs, one-time costs associated with the Transactions, gains and losses from disposal of assets and the loss on

extinguishment of debt.

These non-GAAP measures are intended to provide additional information only and do not have any standard meanings prescribed by

GAAP. Use of these terms may differ from similar measures reported by other companies. Because of their limitations, none of these non-

GAAP

measures

should

be

considered

as

a

measure

of

discretionary

cash

available

to

use

to

reinvest

in

growth

of

the

Company’s

business,

or as a measure of cash that will be available to meet the Company’s obligations. Each of these non-GAAP measures has its limitations as an

analytical tool, and you should not consider them in isolation or as a substitute for analysis of the Company’s results as reported under GAAP.

See the Appendix for reconciliation for these non-GAAP measure to the comparable GAAP measures.

Introduction to Sprouts

Introduction to Sprouts

Doug Sanders –

Doug Sanders –

President & Chief Executive Officer

President & Chief Executive Officer

Amin Maredia –

Amin Maredia –

Chief Financial Officer

Chief Financial Officer

3

Why Sprouts is a Compelling Investment

Why Sprouts is a Compelling Investment

Authentic Natural and Organic Food Offering

at Great Value

Fast Growing Segment of the U.S.

Supermarket Industry with Strong Macro

Tailwinds

Significant New Store Growth Opportunity

Supported by Broad Demographic Appeal

Proven and Replicable Store Model with

Compelling Unit Economics

Resilient Business Model Delivering Strong

Financial Performance and Strong

Comparable Store Sales Growth

Passionate Management Team with

Customer Focused Culture

4

Selection

Service

Value

Health

Sprouts has a Differentiated Go-to-Market

Sprouts has a Differentiated Go-to-Market

Strategy

Strategy

An Engaged, Loyal Customer Base Leading to Strong Financial

Performance and Significant New Unit Growth Opportunity

Complete Natural &

Organic Offering

5

Sprouts “Flips”

Sprouts “Flips”

the Conventional Grocery Store

the Conventional Grocery Store

Model

Model

Produce

surrounded by a

complete

grocery offering

Farmers market

open store layout

with low profile

displays

Convenient,

small-box:

25-28k sq ft

Comfortable,

easy to shop

environment

Full grocery store

6

Fresh Produce is at the Core of Sprouts’

Fresh Produce is at the Core of Sprouts’

Offering

Offering

Produce is a common denominator among customers

Differentiated supply chain model delivers freshness, speed-to-market and value

Produce sourced and distributed in-house

Local sourcing, deep industry relationships

Supply chain system scalable to support growth

Limited

CapEx

requirements

to

establish

new

produce

distribution

centers

Sprouts’

Produce is a Competitive Advantage

Prices significantly below competitors drive trial and traffic

7

Estimated 15+ Years of New Store Runway

Estimated 15+ Years of New Store Runway

New

Mexico

Texas

Colorado

Utah

Arizona

Nevada

California

4

28

26

6

73

2

3

24

Existing Market

Oklahoma

Target Near Term New Market

Kansas

Georgia

Florida

Louisiana

Missouri

Arkansas

Tennessee

North

Carolina

South

Carolina

Alabama

Mississippi

Oregon

Washington

Potential U.S. Store Count¹

Proven Concept: 166 stores in eight states

Strong performance across all markets, demographics and real estate venues

Opened 18 stores year-to-date, 19 by end of September

Note: Based on an assumed new store growth rate of 12% per year

and research conducted by Buxton Company in 2012.

8

Trial

Transition

Lifestyle

Sprouts will Grow its Share of Consumers’

Sprouts will Grow its Share of Consumers’

“Food

“Food

Retail Wallet”

Retail Wallet”

Consumers Start with

Produce

Over Time Make Sprouts

Their Primary Grocery Store

Then Begin Shopping in an

Increasing Number of

Departments

Over Time Increasing Average Basket Size and Gross Margin

Sprouts Attracts Conventional Grocery Customers Seeking a Healthy, Natural

Alternative for Less!

9

Sprouts’

Sprouts’

Consistent Growth in Competitive

Consistent Growth in Competitive

Markets

Markets

Broad Appeal Makes Sprouts a Formidable Competitor

1 Not indicative of every store location.

10

A Powerful, Long-term Growth Engine

A Powerful, Long-term Growth Engine

Compelling

Store-Level

Economics

One of the Best

White Space

Opportunities

in the Public

Markets

Leverage

Infrastructure

for Scale and

Growth

10%+

Natural /

Organic Sector

Growth

Consistent Store

Performance

Across

Geographies

and Vintages

Comp Growth

and Margin

Expansion in

Existing Stores

High, balanced sales growth

Margin expansion in existing stores

Operating leverage from scale and infrastructure

Deleverage capital structure

Long Term Net Earnings Growth Target of 20%+

11

History of Organic Growth

History of Organic Growth

Balanced Sales Growth across Comparable Store Sales Growth and New Unit Openings

1

“Comparable

store

sales

growth”

refers

to

the

percentage

change

in

our

comparable

store

sales

as

compared

to

the

prior

comparable

period.

Pro

forma

comparable

store

sales

growth

reflects

comparable

store

sales

growth

calculated

as

if

the

Henry’s

Transaction

and

the

Sunflower

Transaction

had

been

consummated

on

the

first

day

of

fiscal

2007.

Comparable

store

sales

growth

on

a

“two-year

stacked

basis”

is

computed

by

adding

the

pro

forma

comparable

store

sales

growth

of

the

period

referenced

and

that

of

the

same

fiscal

period

ended

twelve

months

prior.

2

Pro forma net sales reflect the net sales of our predecessor entity and Sunflower as if the Henry’s Transaction and Sunflower Transaction had been consummated on the first day of fiscal 2008.

Pro Forma Net Sales²

Pro Forma Comparable Store Sales Growth

1

12

Compelling New Store Level Economics

Compelling New Store Level Economics

1

Includes store buildout (net of contributions from landlords), inventory (net of payables) and cash pre-opening expenses.

Target New Store Economics

Store Size

25-28k sq. ft.

Net Cash Investment¹

$2.8M

First Year Sales

~$10M -12M

Initial Sales Growth

20-30% over 3-4 years

Pre-Tax Cash-on-Cash Returns

35-40% within 3-4 years

13

Strong Sales Momentum Continued into 2Q13

Strong Sales Momentum Continued into 2Q13

Pro Forma Net Sales²

1

For stores under our management

2

Pro

forma

net

sales

reflect

the

net

sales

of

Sunflower

as

if

the

Sunflower

Transaction

had

been

consummated

on

the

first

day

of

fiscal

2012.

3

“Comparable

store

sales

growth”

refers

to

the

percentage

change

in

our

comparable

store

sales

as

compared

to

the

prior

comparable

period.

Pro

forma

comparable

store

sales

growth

reflects

comparable

store

sales

growth

calculated

as

if

the

Sunflower

Transaction

had

been

consummated

on

the

first

day

of

fiscal

2012.

Comparable

store

sales

growth

on

a

“two-year

stacked

basis”

is

computed

by

adding

the

pro

forma

comparable

store

sales

growth

of

the

period

referenced

and

that

of

the

same

fiscal

period

ended

twelve

months

prior.

Pro Forma Comparable Store Sales Growth³

Strong performance driven by continued pro forma comparable store

sales growth of +10.8%

Two year stack of 21.0%

25th

consecutive

quarter

of

positive

comps

1

Balanced customer count and average ticket

Strong comp sales across departments

14

Converting Strong Sales Performance into

Converting Strong Sales Performance into

Robust Earnings Growth

Robust Earnings Growth

1

See the Appendix to this presentation for a reconciliation of pro forma adjusted EBITDA to pro forma net income.

2

See the Appendix to this presentation for a reconciliation of pro forma adjusted net income to pro forma net income.

15

Strong Balance Sheet and Liquidity

Strong Balance Sheet and Liquidity

Net Debt to Adjusted EBITDA of 2.5x

(1)

1

Calculation is after taking into account a $340M pay down of Term Loan indebtedness with the proceeds from the IPO in August 2013.  Net debt is inclusive of capital leases.

$340M net proceeds from IPO (in August 2013) used to reduce

existing indebtedness

Ample liquidity going forward supported by $60M undrawn

revolver

Solid free cash flow generation with ability to self-fund organic

growth

YTD have generated $101M in cash from operations

YTD $52M in capital expenditures

Generate significant free cash flow after investing in new

stores and infrastructure

16

2013 Financial Targets

2013 Financial Targets

Unit Growth

19 New Stores

Comparable Store Sales Growth

8.5% -

9.0%

Total Net Sales Growth

19% -

21%

Adjusted EBITDA

$180M -

$185M

Adjusted Net Income

$57M -

$60M

Adjusted Diluted EPS

$0.41 -

$0.43

Capital Expenditures (net of Landlord reimbursements)

$70M -

$75M

Note:

see

the

Appendix

to

this

presentation

for

a

reconciliation

of

historic

non-GAAP

measures

to

GAAP

measures.

17

Long Term Financial Targets

Long Term Financial Targets

Unit Growth

~12%

Comparable Store Sales Growth

6%+

Total Sales Growth

~15%

EBIT Growth

17-20%

Net Income Growth

20%+

Appendix: GAAP Reconciliations

Appendix: GAAP Reconciliations

and Pro Forma Information

and Pro Forma Information

19

Non-GAAP

Non-GAAP

(a)

See

“Unaudited

Supplemental

Pro

Forma

Condensed

Consolidated

Financial

Information”

for

a

reconciliation

of

proforma

net

income

to

net

income

for

the

thirteen

and

twenty-six

weeks

ended

July

1, 2012.

(b)

Store

closure

and

exit

costs

have

been

excluded

from

adjusted

and

pro

forma

adjusted

EBITDA,

and

from

adjusted

and

pro

forma

adjusted

net

income.

In

fiscal

2013

these

costs

included

the

costs

related

to

the

closure

of

a

former

Sunflower

warehouse

facility

and

adjustments

to

sublease

assumptions

on

other

properties.

In

fiscal

2012

these

consist

primarily

of

the

costs

to

close

a

Sunflower

administrative

facility

following

the

Sunflower

Transaction.

(c)

Costs

associated

with

acquisitions

and

integration

represent

the

costs

to

integrate

the

combined

businesses

resulting

from

the

Sunflower

and

Henry’s

Transactions.

These

expenses

include

professional

fees

and

severance,

which

the

Company

excludes

from

its

pro

forma

adjusted

EBITDA

and

pro

forma

adjusted

net

income

to

provide

period-to-period

comparability

of

the

Company’s

operating

results 

because

management

believes

these

costs

do

not

directly

reflect

the

ongoing

performance

of

its

store

operations.

The

Company

does

not

expect

to

incur

material

expenses

associated

with

integration

of

the

Sunflower

and

Henry’s

Transactions

in

fiscal

2013.

(d)

Gain/Loss

on

disposal

of

assets

represents

the

gains

and

losses

recorded

in

connection

with

the

disposal

of

property

and

equipment.

The

Company

excludes

gains

and

losses

on

disposals

of

assets

from

its

adjusted

and

proformaadjusted

EBITDA

andadjusted

and

pro

forma

adjusted

net

income

to provide

period-

to-period

comparability

of

its

operating

results

because

management

believes

these

costs

do

not

directly

reflect

the

ongoing

performance

of

its

store

operations.

The

loss

recorded

in

fiscal

2012

primarily

relates

to

the

loss

on

the

sale

leaseback

of

a

store

property.

(e)

Pro

forma

adjusted

and

adjusted

income

tax

provision

for

all

periods

presented

represents

the

income

tax

provision

and

pro

forma

income

tax

provision

plus

the

tax

effect

of

the

adjustments

described

in

notes

(b)

through

(e)

above

based

on

statutory

tax

rates

for

the

period.

For

the

thirteen

weeks

ended

July

1,

2012,

this

amount

was

further

adjusted

to

reflect

a

$0.6

million

reduction

in

pro

forma

income

tax

provision

for

the

effects

of

certain

items

related

to

the

Sunflower

Transaction.

Of

the

adjustment,

$1.0

million

relates

to

the

tax

effects

of

$0.7

million

and

$2.2

million

of

non-deductible

transaction

costs

incurred

by

the

Company

and

Sunflower,

respectively,

based

on

statutory

tax

rates

for

the

period.

This

adjustment

was

partially

offset

by

a

$0.4

million

adjustment

related

to

tax

benefits

from

Sunflower

stock

option

exercises.

For

the

twenty-six

weeks

ended

July

1,

2012,

this

amount

was

further

adjusted

to

reflect

a

$1.6

million

reduction

in

pro

forma

income

tax

provision

for

the

effects

of

certain

items

related

to

the

Sunflower

Transaction.

Of

the

adjustment,

$2.0

million

relates

to

the

tax

effects

of

$2.5

million

and

$2.0

million

of

non-deductible

transaction

costs

incurred

by

the

Company

and

Sunflower,

respectively,

based

on

statutory

tax

rates

for

the

period.

This

adjustment

was

partially

offset

by

a

$0.4

million

adjustment

related

to

tax

benefits

from

Sunflower

stock

option

exercises.

The

Company

has

excluded

these

items

from

its

pro

forma

adjusted

income

tax

provision

because

management

believes

they

do

not

directly

reflect

the

ongoing

performance

of

its

store

operations

and

are

not

reflective

of

its

ongoing

income

tax  provision.

Sprouts Farmers Market, Inc. and Subsidiaries

Non-GAAP Measure Reconciliation

(In thousands)

(Unaudited)

June 30,

2013

July 1,

2012

June 30,

2013

July 1,

2012

Actual

Pro Forma for

Sunflower

Transaction

Actual

Pro Forma for

Sunflower

Transaction

Net income (a)

12,468

$         

7,158

$           

30,585

$         

19,515

$         

Income tax provision

8,155

6,699

20,052

16,052

Net income before income taxes

20,623

13,857

50,637

35,567

Store closure and exit costs (b)

933

1,178

1,708

1,338

Costs associated with acquisitions and integration (c)

-

4,346

(16)

7,371

Gain/(loss) on disposal of assets (d)

(2)

1,269

6

1,386

Loss on extinguishment of debt

8,175

-

8,175

-

Adjusted income tax provision ( e)

(11,756)

(8,746)

(23,962)

(18,408)

Adjusted net income

17,973

11,904

36,548

27,254

Interest expense, net

11,390

10,214

21,550

20,522

Adjusted income tax provision ( e)

11,756

8,746

23,962

18,408

Adjusted earnings before interest and taxes (EBIT)

41,119

30,864

82,060

66,184

Depreciation, amortization and accretion

11,598

10,515

22,710

20,249

Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA)

52,717

$         

41,379

$         

104,770

$       

86,433

$         

Adjusted Net Income Per Share

Net income per share -

basic

0.10

$              

0.06

$              

0.24

$              

0.16

$              

Per share impact of net income adjustments

0.04

$              

0.03

$              

0.05

$              

0.06

$              

Adjusted net income per share -basic

0.14

$              

0.09

$              

0.29

$              

0.22

$              

Net income per share -

diluted

0.10

$              

0.06

$              

0.24

$              

0.15

$              

Per share impact of net income adjustments

0.04

$              

0.03

$              

0.04

$              

0.07

$              

Adjusted net income per share -diluted

0.14

$              

0.09

$              

0.28

$              

0.22

$              

Thirteen weeks ended

Twenty-six weeks ended

20

Pro forma Reconciliation

Pro forma Reconciliation

SPROUTS FARMERS MARKET, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Thirteen Weeks

Ended

July 1, 2012

(in thousands, except per share amounts)

Historical

Sprouts

Farmers

Market,

Inc.(1)

Historical

Sunflower(1)

Pro Forma Adjustments for

Pro Forma for

Sunflower

Transaction(2)

Sunflower

Fiscal

Period

Alignment(2)

Sunflower

Transaction(2)

Net sales.........................

$

430,112

$

79,837

$

(1,472)

$

—

$

508,477

Cost of sales, buying and occupancy

299,381

56,513

(1,011)

926

355,809

Gross profit.............

130,731

23,324

(461)

(926)

152,668

Direct store

expenses..................

88,996

14,772

(287)

(277)

103,204

Selling, general and administrative expenses

22,584

7,181

(90)

(6,855)

22,820

Store pre-opening

costs........................

343

1,171

(14)

—

1,500

Store closure and exit costs

1,156

22

—

—

1,178

Income from operations

17,652

178

(70)

6,206

23,966

Interest expense

..............

(8,365)

(677)

14

(1,186)

(10,214)

Other income..................

44

62

(1)

—

105

Income before income

taxes................

9,331

(437)

(57)

5,020

13,857

Income tax (provision) benefit

(4,025)

(730)

14

(1,958)

(6,699)

Net income..............

$

5,306

$

(1,167)

$

(43)

$

3,062

$

7,158

Per Share Information:

Net income—basic..........

$

0.05

$

0.06

Net income—diluted.......

$

0.05

$

0.06

Weighted Average Shares:

Basic...............................

115,964

125,334

Diluted............................

117,525

126,896

21

Pro forma Reconciliation

Pro forma Reconciliation

SPROUTS FARMERS MARKET, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Twenty-Six

Weeks Ended

July

1, 2012

(in thousands, except per share amounts)

Historical

Sprouts

Farmers

Market,

Inc.(1)

Historical

Sunflower(1)

Pro Forma Adjustments for

Pro Forma for

Sunflower

Transaction(2)

Sunflower

Fiscal

Period

Alignment(2)

Sunflower

Transaction(2)

Net sales.........................

$

805,832

$

197,611

$

(1,472)

$

—

$

1,001,971

Cost of sales, buying and occupancy

558,314

138,879

(1,011)

637

696,819

Gross profit.............

247,518

58,732

(461)

(637)

305,152

Direct store

expenses..................

163,829

35,956

(287)

(199)

199,299

Selling, general and administrative expenses

39,671

13,384

(90)

(7,676)

45,289

Store pre-opening

costs........................

854

2,451

(14)

—

3,291

Store closure and exit costs

1,279

59

—

—

1,338

Income from operations

41,885

6,882

(70)

7,238

55,935

Interest expense

..............

(15,463)

(2,018)

14

(3,055)

(20,522)

Other income..................

68

87

(1)

—

154

Income before income

taxes................

26,490

4,951

(57)

4,183

35,567

Income tax (provision) benefit

(11,638)

(2,796)

14

(1,632)

(16,052)

Net income..............

$

14,852

$

2,155

$

(43)

$

2,551

$

19,515

Per Share Information:

Net income—basic..........

$

0.13

$

0.16

Net income—diluted.......

$

0.13

$

0.15

Weighted Average Shares:

Basic...............................

112,982

125,147

Diluted............................

114,472

126,665

22

Pro forma Reconciliation

Pro forma Reconciliation

SPROUTS

FARMERS

MARKET,

INC.

NOTES

TO

UNAUDITED

PRO

FORMA

CONDENSED

CONSOLIDATED

FINANCIAL

INFORMATION

1.

Basis

of

Presentation

and

Description

of

Transactions

* * * Effective

May

29,

2012,

the

Company

acquired

all

of

the

outstanding

common

and

preferred

stock

of

Sunflower

in

the

Sunflower

Transaction,

a

transaction

accounted

for

as

a

business

combination,

which

was

financed

through

the

issuance

of

debt

and

14.9

million

shares

of

common

stock.

* * * The

historical

Sprouts

Farmers

Market,

Inc.

results

of

operations

for

the

thirteen

and

twenty-six

weeks

ended

July

1,

2012

are

derived

from

its

unaudited

consolidated

financial

statements

for

the

periods

then

ended.

The

historical

Sunflower

results

of

operations

for

the

period

January

1,

2012

to

May

28,

2012,

were

derived

from

the

Sunflower

pre-combination

unaudited

financial

statements.

Certain

amounts

from

the

Sunflower

pre-combination

unaudited

financial

statements

have

been

reclassified

to

conform

to

the

Company’s

presentation.

2.

Pro

Forma

for

Sunflower

Transaction

* * * The

historical

results

of

operations

have

been

adjusted

to

give

pro

forma

effect

to

events

that

are

(i)

directly

attributable

to

the

Sunflower

Transaction,

(ii)

factually

supportable

and

(iii)

expected

to

have

a

continuing

impact

on

the

combined

results,

as

if

the

Sunflower

Transaction

occurred

on

the

first

day

of

fiscal

2012

(referred

to

as

“Pro

Forma

Adjustments

for

Sunflower

Transaction”).

Below

is

a

description

of

the

types

of

adjustments

represented

in

the

Sunflower

Fiscal

Period

Alignment

and

Sunflower

Transaction

Adjustments

columns.

* * * Sunflower

Fiscal

Period

Alignment

-

Sunflower’s

fiscal

2012

commenced

one

day

earlier

than

the

Company’s

fiscal

2012.

Pro

forma

adjustments

for

Sunflower

Fiscal

Period

Alignment

reflect

the

pro

forma

impact

of

deducting

one

day

from

the

historical

Sunflower

results

of

operations.

* * * Cost

of

Sales,

Buying

and

Occupancy

–

Adjustments

attributable

to

the

application

of

acquisition

accounting

including

straight-line

rent

adjustments

and

adjustments

to

the

amortization

of

favorable

lease

intangible

assets

and

unfavorable

lease

liabilities.

* * * Direct

Store

Expenses

–

Adjustments

to

historical

Sunflower

depreciation

related

to

changes

in

value

and

estimated

useful

lives

of

property

plant

and

equipment.

* * * Selling,

General

and

Administrative

Expenses

–

Adjustments

related

to

Sunflower

Transaction

fees

recorded

by

both

Sprouts

and

Sunflower,

accelerated

share-

based

compensation

recorded

by

Sunflower,

adjustments

to

depreciation

related

to

changes

in

value

and

estimated

useful

lives

of

property,

plant

and

equipment

and

amortization

of

the

Sunflower

trade

name.

* * * Interest

Expense

–

Adjustments

related

to

the

reversal

of

historical

Sunflower

interest

expense,

incremental

interest

expense

related

to

the

proceeds

from

additional

term

loan

and

senior

subordinated

notes

that

were

used

to

effectuate

the

transaction

and

interest

related

to

Sunflower

capital

and

financing

lease

obligations.

* * * Income

Tax

Provision

–

Adjustment

to

the

income

tax

provision

for

the

items

listed

above.

* * * Net

income

per

share

–

Net

income

per

share

has

been

adjusted

to

reflect

those

items

listed

above

and

the

change

in

weighted

average

shares

outstanding

–

basic

and

diluted

as

described

below.

* * * Weighted

average

shares

outstanding

–

basic

and

diluted

–

The

weighted

average

shares

outstanding

basic

and

diluted

have

been

adjusted

for

the

effect

of

the

additional

shares

issued

in

the

Sunflower

Transaction.

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