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Acquisitions
12 Months Ended
Dec. 29, 2018
Business Combinations [Abstract]  
Acquisitions

Note 11.

Acquisition

On December 14, 2018, the company completed the acquisition of 100% of the outstanding membership interests of Canyon, a leading gluten-free bread baker, from its members for total consideration of $205.2 million, including a $5.0 million earn-out recorded as contingent consideration.  We believe the acquisition of Canyon strengthens our position as the second-largest baker in the U.S. by giving us access to the fast-growing gluten-free bread category. The acquisition has been accounted for as a business combination and the assets have been assigned to our DSD Segment and Warehouse Segment. Canyon’s sales and results of operations were immaterial for fiscal 2018.  The total goodwill recorded for this acquisition was $80.6 million and it is deductible for tax purposes.

During fiscal 2018, the company incurred $4.5 million of acquisition-related costs for Canyon. This table is based on preliminary valuations for the assets acquired, liabilities assumed, and the allocated intangible assets and goodwill.  The acquisition-related costs were recorded in the selling, distribution and administrative expense line item in our Consolidated Statements of Income. The following table summarizes the consideration paid for Canyon based on the fair value at the acquisition date (amounts in thousands):

 

Fair Value of consideration transferred:

 

 

 

 

Cash consideration paid

 

$

200,208

 

Working capital adjustments

 

 

299

 

Contingent consideration

 

 

4,700

 

Total consideration

 

$

205,207

 

Recognized amounts of identifiable assets acquired and

   liabilities assumed:

 

 

 

 

Property, plant, and equipment

 

$

42,128

 

Identifiable intangible assets

 

 

78,380

 

Financial assets

 

 

4,097

 

Net recognized amounts of identifiable assets acquired

 

 

124,605

 

Goodwill

 

$

80,602

 

 

 

Property, plant and equipment in the table above includes real property and machinery and equipment

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

 

 

 

Total

 

 

Weighted average

amortization

years

 

 

Attribution Method

Trademarks

 

$

41,700

 

 

 

40.0

 

 

Straight-line

Customer relationships

 

 

36,400

 

 

 

25.0

 

 

Sum of year digits

Noncompete agreements

 

 

280

 

 

 

1.7

 

 

Straight-line

 

 

$

78,380

 

 

 

32.9

 

 

 

 

The customer relationships are reported in the Warehouse Segment while the trademarks and noncompete assets are reported in the DSD Segment.  Goodwill was allocated to the two segments using the acquisition method approach.  Goodwill of $57.1 million and $23.5 million was allocated to the DSD Segment and Warehouse Segment, respectively.

The fair value of trade receivables was $3.6 million. The gross amount of the receivables were $3.7 million with $0.1 million determined to be uncollectible.  We did not acquire any other class of receivables as a result of the Canyon acquisition.

 

Acquisition pro formas

We determined that the consolidated results of operations for Canyon were immaterial in the aggregate and the pro forma financial statements are not required for fiscal 2018.  The purchase price allocation attributable to Canyon is preliminary. When all relevant information is obtained, resulting changes, if any, to our provisional purchase price allocation will be adjusted to reflect new information obtained about the facts and circumstances that existed as of the respective acquisition dates that, if known, would have affected the measurement of the amounts recognized as of those dates.