Acquisitions

6 Months Ended

Oct. 26, 2012

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

2. Acquisition

On August 14, 2012, BEF Foods, Inc., a subsidiary of the Company, acquired from Kettle Creations, LLC, the Kettle Creations® brand (“Kettle”) and a 100,000 square-foot, state-of-the-art food production facility that produces mashed potatoes, macaroni and cheese, and other side dishes. The purchase price for the brand and facilities was $53,208 in cash. The production facility is included in the BEF Foods segment. The acquisition of Kettle and the food production facility enables us to expand our rapidly growing side dish category. The preliminary purchase price allocation of goodwill and other intangibles of $18,242 and $4,132, respectively, from the acquisition were attributed largely to the planned extension of existing manufacturing capabilities at Kettle beyond its strength in potato products, to other side dishes. We expect to shorten the product innovation and development pipeline by our acquisition of Kettle. The side dish category is a high net sales growth opportunity for BEF Foods.Goodwill will be deductible for income tax purposes. Of the $4,132 of acquired intangible assets, $3,027 was provisionally assigned to registered trade names and workforce that are not subject to amortization and $1,105was provisionally assigned to definite-lived noncompetition agreements.

The Company recognized $910 and $1,327 of acquisition-related expenses as of the three months ended and six months ended October 26, 2012, respectively. These costs are included in S,G&A in the consolidated statement of income.In addition to acquisition costs, a total retention incentive of $5,243 was established to incent Kettle employees to meet service requirements during the acquisition period and for three consecutive periods thereafter. At August 14, 2012, $1,499 was the first retention incentive payment made to Kettle employees who met the acquisition service requirement, with $3,744 payable remaining to Kettle employees who meet the service requirement at the anniversary of the acquisition date for three consecutive years thereafter. As these costs are expensed over the period earned, they will be included in S,G&A in the consolidated statement of income.

The following table summarizes the consideration paid for Kettle and a 100,000 square-foot, state-of-the-art food production facility located in Lima, Ohio, and the amounts of assets and liabilities recognized at the acquisition date. The values of assets and liabilities acquired are subject to change, pending the final valuation for these assets and based on a final working capital adjustment.

		August 14, 2012
Total cash consideration transferred	$	53,208
Identifiable Assets Acquired and Liabilities Assumed:
Accounts receivable	$	883
Inventory		1,188
Prepaid expenses		13
Property, plant and equipment		28,953
Intangible assets		4,132
Total identifiable assets acquired		35,169
Total current liabilities		(203)
Total liabilities assumed		(203)
Net identifiable assets acquired		34,966
Goodwill		18,242
Net assets acquired	$	53,208

The tables below summarize the change in goodwill and intangible assets as a result of the acquisition:
April 27, 2012, carrying amount	$	1,567
Goodwill acquired		18,242
October 26, 2012, carrying amount	$	19,809

		Mimi’s Café		BEF Foods		Total
April 27, 2012, net carrying amount intangible assets	$	39,877	$	0	$	39,877
Other intangible assets acquired		0		4,132		4,132
Accumulated amortization		(410)		(56)		(466)
October 26, 2012, net carrying amount intangible assets	$	39,467	$	4,076	$	43,543