Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The audited combined financial statements of Sears Outlet Stores as of and for
the years ended February 2, 2019 and February 3, 2018, including the notes to
such financial statements and the report of BDO USA, LLP are filed with this
Current Report on Form 8-K/A as Exhibit 99.1 and are incorporated by reference
herein.
The unaudited combined financial statements of Sears Outlet Stores as of and for
the six months ended August 3, 2019 and August 4, 2018, are filed with this
Current Report on Form 8-K/A as Exhibit 99.2 and are incorporated by reference
herein.
The audited consolidated financial statements of Vitamin Shoppe as of and for
the years ended December 29, 2018, December 30, 2017 and December 31, 2016,
including the notes to such financial statements and the report of Deloitte &
Touche LLP are filed with this Current Report on Form 8-K/A as Exhibit 99.3 and
are incorporated by reference herein.
The unaudited consolidated financial statements of Vitamin Shoppe as of and for
the nine months ended September 28, 2019 and September 29, 2018, are filed with
this Current Report on Form 8-K/A as Exhibit 99.4 and are incorporated by
reference herein.
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(b) Pro forma Financial Information
The unaudited pro forma financial information included with this Current Report
on Form 8-K/A has been prepared to illustrate the pro forma effects of the
Acquisition, the Merger, the Company's previously announced merger with Buddy's
Newco, LLC and the Company's previously announced tender offer to purchase
certain of its outstanding shares of common stock and the related debt and
equity financings (collectively, the "Transactions"). The unaudited pro forma
combined balance sheet as of October 31, 2019 and the unaudited pro forma
combined statement of operations for the six months ended October 31, 2019 and
year ended April 30, 2019 are filed with this Current Report on Form 8-K/A as
Exhibit 99.5 and are incorporated by reference herein. The unaudited pro forma
combined balance sheet as of October 31, 2019 gives effect to the Transactions
as if they had occurred as of October 31, 2019. The unaudited pro forma combined
statements of operations for the six months ended October 31, 2019 and year
ended April 30, 2019 gives effect to the Transactions as if they had occurred as
of May 1, 2018. All pro forma information in this Current Report on Form 8-K/A
has been prepared for informational purposes only and is not necessarily
indicative of the past or future results of operations or financial position of
Sears Outlet Stores, Vitamin Shoppe or the Company.
(d) Exhibits
The following exhibits are filed herewith:
Exhibit No. Description of Exhibits
23.1 Consent of BDO USA, LLP
23.2 Consent of Deloitte & Touche LLP
99.1 Combined Financial Statements for Sears Outlet Stores as of and
for the years ended February 2, 2019 and February 3, 2018
99.2 Combined Financial Statements for Sears Outlet Stores as of and
for the six months ended August 3, 2019 and August 4, 2018
99.3 Consolidated Financial Statements for Vitamin Shoppe as of and
for the years ended December 29, 2018, December 30, 2017 and
December 31, 2016
99.4 Consolidated Financial Statements for Vitamin Shoppe as of and
for the nine months ended September 28, 2019 and September 29,
2018
99.5 Unaudited pro forma combined balance sheet as of October 31, 2019
and the unaudited pro forma combined statement of operations for
the six months ended October 31, 2019 and year ended April 30,
2019
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