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Business Acquisitions
9 Months Ended
Sep. 30, 2017
Business Combinations [Abstract]  
Business Acquisitions

3.

BUSINESS ACQUISITIONS

Acquisitions during the 39-weeks ended September 30, 2017 included (1) certain assets of The Thompson Company, Braunger Foods and Variety Foods, broadline distributors all owned and operated by TOBA Inc., acquired in July; (2) the stock of Riverside Food Distributors, LLC, d/b/a F. Christiana and Co., a broadline distributor, acquired in June; (3) the stock of FirstClass Foods-Trojan, Inc., d/b/a FirstClass Foods, a meat processor, acquired in April; (4) certain assets of SRA Foods. Inc., a meat processor and distributor, acquired in March; and (5) certain assets of All American Foods, a broadline distributor, acquired in February. Total consideration consisted of cash of approximately $183 million.  In fiscal 2017, the Company also paid a minor purchase price adjustment related to a 2016 business acquisition.

Acquisitions during fiscal 2016 included (1) the stock of Bay-N-Gulf, Inc., d/b/a Save On Seafood, a seafood processor and distributor, acquired in October; (2) certain assets of Jeraci Food Distributors, Inc., an Italian specialty distributor, acquired in October; (3) the stock of Fresh Unlimited, Inc., d/b/a Freshway Foods, a produce processor, repacker, and distributor, acquired in June; and (4) certain assets of Cara Donna Provisions Co., Inc. and Cara Donna Properties LLC, a broadline distributor, acquired in March. Total consideration consisted of cash of approximately $123 million.  

Business acquisitions periodically provide for contingent consideration, including earnout agreements in the event certain operating results are achieved, which are generally over periods of up to two years from the respective dates of such acquisitions. During fiscal 2017, the Company paid approximately $8 million of earnout contingent consideration related to 2016 business acquisitions, of which $6 million was included as part of the fair value of the acquisition date assets and liabilities, and is reflected in the Company’s Consolidated Statement of Cash Flows in Cash flows from financing activities. As of September 30, 2017, aggregate contingent consideration outstanding for business acquisitions was approximately $6 million, including approximately $1 million for the estimated fair value of earnout liabilities.

The 2017 and 2016 acquisitions, reflected in the Company’s consolidated financial statements commencing from the date of acquisition, did not materially affect the Company’s results of operations or financial position and, therefore, pro forma financial information has not been provided. Acquisitions are integrated into the Company’s foodservice distribution network and funded primarily with cash from operations.

The following table summarizes the purchase price allocations recognized for the 2017 and 2016 business acquisitions as follows (in thousands):

 

 

 

September 30,

2017

 

 

December 31,

2016

 

Accounts receivable

 

$

17,108

 

 

$

22,871

 

Inventories

 

 

25,232

 

 

 

9,493

 

Other current assets

 

 

411

 

 

 

732

 

Property and equipment

 

 

29,492

 

 

 

24,119

 

Goodwill

 

 

59,307

 

 

 

32,570

 

Other intangible assets

 

 

72,050

 

 

 

64,130

 

Accounts payable

 

 

(7,986

)

 

 

(16,216

)

Accrued expenses and other current liabilities

 

 

(5,713

)

 

 

(12,173

)

Deferred income taxes

 

 

(7,301

)

 

 

 

Long-term debt

 

 

 

 

 

(2,514

)

Cash paid for acquisitions

 

$

182,600

 

 

$

123,012