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Acquisitions
6 Months Ended
Nov. 29, 2025
Acquisitions [Abstract]  
Acquisitions
Note 2 - Acquisitions
Acquisition of Echo Lake Foods, LLC
Effective
June 2, 2025
, the Company
acquired Echo Lake Foods, LLC
and certain related companies (collectively “Echo Lake
Foods”). Echo Lake Foods
is based in
Burlington, Wisconsin
and produces, packages, markets and
distributes prepared foods,
including waffles, pancakes, scrambled
eggs, frozen cooked omelets, egg patties, toast and
diced eggs. The Company accounted
for the acquisition as a business combination.
The
Company
finalized
the
business
combination
accounting
during
the
second
quarter
of
fiscal
2026,
which
resulted
in
immaterial measurement period adjustments. The
following table summarizes the consideration paid for
Echo Lake Foods
and
the value of assets acquired
and liabilities assumed recognized
at the acquisition date (in thousands):
Cash consideration paid
$
275,406
Recognized amounts of identifiable
assets acquired and liabilities assumed
Cash
$
115
Investment securities available-for-sale
14,147
Accounts receivable
31,923
Inventories
21,601
Prepaid expenses and other current
assets
3,131
Property, plant & equipment
151,697
Intangible assets
36,800
259,414
Accounts payable and other current
liabilities
(14,114)
Total identifiable net assets
245,300
Goodwill
30,106
$
275,406
Cash and
accounts receivable acquired
along with
liabilities assumed were
valued at
their carrying value
which approximates
fair value due to the short maturity of
these instruments.
Inventories consisted primarily of raw materials,
supplies and finished goods.
Raw materials and supplies
were valued at their
carrying value as management believes that their carrying value best approximates their fair value. Finished goods were valued
using both the bottom-up and top-down
approach. The bottom-up approach
measures the value of inventory as
the value created
by the
target company
(i.e., the costs
incurred, profit realized, and
tangible and intangible assets
utilized) pre-acquisition date.
The top-down
approach measures the
value of
inventory as
the incremental
inventory value
created by
the market
participant
buyer as part of its
selling effort to an end customer (i.e.,
the costs that will be incurred, the profit
that will be realized, and the
tangible and intangible assets that will be
utilized) post-acquisition date.
Property,
plant and
equipment were
valued utilizing
the cost
approach and
market approach.
Machinery and
equipment were
valued
utilizing
the
cost
approach
which
is
based
on
replacement
or
reproduction
costs
of
the
assets
and
subtracting
any
depreciation resulting from physical deterioration and/or functional or economic obsolescence. Land and buildings were valued
utilizing the market approach
by using a real estate valuation.
Intangible assets consisted primarily of customer relationships and a
trade name. Customer relationships were valued using the
multi-period excess earnings method
and the trade name was valued
using the relief-from-royalty method.
Goodwill
represents the
excess of
the
purchase price
of the
acquired business
over the
acquisition
date fair
value of
the
net
assets acquired.
Goodwill recorded
in
connection with
the
Echo Lake
Foods acquisition
is primarily
attributable to
projected
synergies from
integrating the operations
of Echo
Lake Foods
with the
operations of the
Company.
The Company recognized
goodwill of $
30.1
million as a result of the acquisition,
all of which is deductible for tax
purposes.
The
Company
recorded transaction
costs
of
$
594
thousand in
the
first
quarter of
fiscal 2026
and
$
6.6
million
in
the
fourth
quarter
of
fiscal
year
2025,
respectively,
as
a
result
of
the
Echo
Lake
Foods
acquisition,
within
selling,
general
and
administrative expenses in the condensed
consolidated statements of income.
Acquisition of Clean Egg, LLC
Effective
October 10, 2025
, the Company acquired certain assets of Clean Egg, LLC (“Clean
Egg”) based in Langwood, Texas,
for approximately $
23.7
million. The assets acquired included
677
thousand brown cage-free and
free-range layers and pullets
and
other
inventory,
machinery
and
equipment
related
to
its
processing
facility
and
contract
production.
The
Company
accounted for the acquisition as a
business combination.