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Acquisition
4 Months Ended
Apr. 20, 2019
Business Combinations [Abstract]  
Acquisition

 

5. ACQUISITION

On December 14, 2018, the company completed the acquisition of 100% of the outstanding membership interests of Canyon Bakehouse, LLC (“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.  The total goodwill recorded for this acquisition was $80.5 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

 

 

314

 

Contingent consideration

 

 

4,700

 

Total consideration

 

$

205,222

 

 

 

 

 

 

Recognized amounts of identifiable assets acquired and

   liabilities assumed:

 

 

 

 

Property, plant, and equipment

 

$

42,165

 

Identifiable intangible assets

 

 

78,380

 

Financial assets

 

 

4,211

 

Net recognized amounts of identifiable assets acquired

 

 

124,756

 

Goodwill

 

$

80,466

 

  

Goodwill decreased $0.1 million from December 29, 2018 to April 20, 2019 due to changes in working capital, property, plant, and equipment, and the financial assets.  See Note 7, Goodwill, of Notes to Condensed Consolidated Financial Statements of this Form 10-Q for changes in goodwill.

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

Total intangible assets

$

78,380

 

 

 

32.9

 

 

 

 

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.

 

The contingent consideration liability was reviewed as of April 20, 2019 to determine the probable payment.  The fair value at April 20, 2019 was $4.8 million with the change in fair value since acquisition recognized as a selling, distribution, and administrative expense in the Condensed Consolidated Statements of Income.  

 

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 2019.   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.