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Acquistions
3 Months Ended
Oct. 28, 2018
Business Combinations [Abstract]  
Acquisitions
Acquisitions
On March 26, 2018, we completed the acquisition of Snyder's-Lance, Inc. (Snyder's-Lance) for $50.00 per share. Total consideration was $6,112, which included the payoff of approximately $1,100 of Snyder's-Lance indebtedness. The acquisition was financed through a single draw 3-year senior unsecured term loan facility and the issuance of senior notes. Snyder's-Lance is a snack food company that manufactures, distributes, markets and sells snack food products in North America and Europe. Its primary brands include Snyder’s of Hanover and Lance, as well as Kettle Brand, KETTLE, Cape CodSnack Factory Pretzel CrispsPop Secret, Emerald and Late July.
The excess of the purchase price over the estimated fair values of identifiable net assets was recorded as $3,006 of goodwill. The goodwill is not deductible for tax purposes. The goodwill was primarily attributable to future growth opportunities, anticipated synergies, and intangible assets that did not qualify for separate recognition. The goodwill is included in the Global Biscuits and Snacks segment.
On December 12, 2017, we completed the acquisition of Pacific Foods of Oregon, LLC (Pacific Foods). The purchase price was $688. Pacific Foods produces broth, soups, non-dairy beverages and other simple meals. The excess of the purchase price over the estimated fair values of identifiable net assets was recorded as $202 of goodwill. The goodwill is deductible for tax purposes. The goodwill was primarily attributable to future growth opportunities, anticipated synergies, and intangible assets that did not qualify for separate recognition. The goodwill is included in the Meals and Beverages segment.
The table below presents the estimated fair value that was allocated to acquired assets and assumed liabilities of Snyder's-Lance. The final valuation process will be completed within the allowable measurement period. For the three months ended October 28, 2018, we made measurement period adjustments to reflect facts and circumstances in existence as of the date of acquisition. These adjustments primarily included a $134 decrease to indefinite-lived trademarks, a $52 decrease to customer relationships, a $43 decrease to Deferred taxes and a $140 increase to Goodwill.
 
 
Snyder's-Lance
Cash
 
$
21

Accounts receivable
 
220

Inventories
 
219

Other current assets
 
32

Plant assets
 
696

Goodwill
 
3,006

Other intangible assets
 
2,761

Other assets
 
65

Short-term debt
 
(1
)
Accounts payable
 
(124
)
Accrued liabilities
 
(115
)
Deferred taxes
 
(597
)
Other liabilities
 
(24
)
Noncontrolling interest
 
(47
)
Total assets acquired and liabilities assumed
 
$
6,112


The identifiable intangible assets of Snyder's-Lance consist of:
 
 
Type
 
Life in Years
 
Value
Trademarks
 
Non-amortizable
 
Indefinite
 
$
1,997

Customer relationships
 
Amortizable
 
15
to
22
 
756

Other
 
Amortizable
 
1.5
 
8

Total identifiable intangible assets
 
 
 
 
 
 
 
$
2,761


The acquisition of Snyder's-Lance contributed $554 to Net sales from July 30, 2018, through October 28, 2018. The contribution to Net earnings was a loss of $6 from July 30, 2018, through October 28, 2018, including restructuring charges, cost savings initiatives and interest expense on the debt to finance the acquisition.
The acquisition of Pacific Foods contributed $69 to Net sales and $3 to Net earnings from July 30, 2018, through October 28, 2018.
The following unaudited summary information is presented on a consolidated pro forma basis as if the Snyder's-Lance and Pacific Foods acquisitions had occurred on August 1, 2016:
 
 
Three Months Ended
 
 
October 29,
2017
Net sales
 
$
2,808

Net earnings attributable to Campbell Soup Company
 
$
189

Net earnings per share attributable to Campbell Soup Company - basic
 
$
.63

Net earnings per share attributable to Campbell Soup Company - assuming dilution
 
$
.63


The pro forma amounts include additional interest expense on the debt issued to finance the purchases, amortization and depreciation expense based on the estimated fair value and useful lives of intangible assets and plant assets, and related tax effects. The pro forma results are not necessarily indicative of the combined results had the Snyder's-Lance and Pacific Foods acquisitions been completed on August 1, 2016, nor are they indicative of future combined results. The pro forma results for the three-month period ended October 29, 2017 do not include certain transaction costs, amortization of the acquisition date fair value adjustment to inventories, or a gain on treasury rate lock contracts, as all of these would be reflected in the three-month period ended October 30, 2016, had the acquisitions occurred on August 1, 2016.