Acquisition

4 Months Ended

Apr. 20, 2024

Business Combination and Asset Acquisition [Abstract]

Acquisition

4. ACQUISITION

On February 17, 2023, the company completed the acquisition of the Papa Pita for total consideration of approximately $274.8 million, inclusive of net working capital adjustments. Papa Pita is a manufacturer and distributor of bagels, tortillas, breads, buns, English muffins, and flat breads with one production facility in West Jordan, Utah and, prior to the acquisition, Papa Pita co-manufactured certain products for the company. Papa Pita has direct-store-delivery distribution in the western U.S., expanding our geographic reach. We incurred additional acquisition costs of $3.2 million during the sixteen weeks ended April 22, 2023. These costs are reflected in the selling, distribution, and administrative expenses line item of the Condensed Consolidated Statements of Income. The company also recognized a $2.1 million goodwill measurement period adjustment related to an environmental and emissions liability during the first quarter of Fiscal 2024.

The following table summarizes the consideration paid for Papa Pita based on the fair value at the acquisition date. This table is based on the valuations for the assets acquired (the company did not acquire any cash), liabilities assumed, and the allocated intangible assets and goodwill (amounts in thousands):

Fair Value of consideration transferred:
Cash consideration paid	$	270,258
Working capital adjustments		4,497
Total consideration	$	274,755
Recognized amounts of identifiable assets acquired and    liabilities assumed:
Property, plant, and equipment	$	104,118
Identifiable intangible assets		27,100
Financial assets		14,250
Liabilities assumed		(5,365	)
Net recognized amounts of identifiable assets acquired		140,103
Goodwill	$	134,652

The following table presents the acquired intangible assets subject to amortization (amounts in thousands, except amortization periods):

	Total		Weighted average amortization years		Amortization Method
Trademarks	$	4,600		20.0	Straight-line
Customer relationships		22,200		25.0	Sum of year digits
Noncompete agreements		300		4.0	Straight-line
Total intangible assets	$	27,100		23.9