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Acquisitions and Divestitures | 9 Months Ended
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Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract] |
Acquisitions and Divestitures | Note 2. Acquisitions and Divestitures On November 1, 2022, we acquired Grupo Bimbo's confectionery business, Ricolino, located primarily in Mexico. The cash consideration paid for Ricolino totaled $1.3 billion. During the nine months ended September 30, 2022, we incurred $1 million of acquisition-related costs. We also incurred during the three and nine months ended September 30, 2022, acquisition integration costs of $7 million in preparation for the acquisition. On August 1, 2022, we acquired 100% of the equity of Clif Bar & Company (“Clif Bar”), a leading U.S. maker of nutritious energy bars with organic ingredients. The acquisition expands our global snack bar business and complements our refrigerated snacking and performance nutrition bar portfolios. The total cash payment of $2.9 billion includes purchase price consideration of $2.6 billion, net of cash received, and one-time compensation expense of $0.3 billion related to the buyout of the non-vested employee stock ownership plan ("ESOP") shares. This compensation expense is considered an acquisition-related cost. The acquisition of Clif Bar includes a contingent consideration arrangement that may require us to pay additional consideration to the sellers for achieving certain revenue and earnings targets in 2025 and 2026 that exceed our base financial projections for the business implied in the upfront purchase price. The possible payments range from zero to a maximum total of $2.4 billion, with higher payouts requiring the achievement of targets that generate rates of returns in excess of the base financial projections. The estimated fair value of the contingent consideration obligation at the acquisition date was $440 million determined using a Monte Carlo simulation. Significant assumptions used in assessing the fair value of the liability include financial projections for net revenue, gross profit, and earnings before interest, tax, depreciation and amortization ("EBITDA"), as well as discount and volatility rates. We are working to complete the valuation and have recorded a preliminary purchase price allocation of:
| (in millions)
Cash | $ | 99 |
Receivables | 76 |
Inventory | 124 |
Other current assets | 9 |
Property, plant and equipment | 186 |
Operating leases right of use assets | 22 |
Deferred tax assets | 93 |
Definite life intangible assets | 200 |
Indefinite life intangible assets | 1,450 |
Goodwill | 1,016 |
Other assets | 14 |
Assets acquired | $ | 3,289 |
Current liabilities | 159 |
Contingent consideration | 440 |
Other liabilities | 15 |
Total purchase price | 2,675 |
Less: cash received | (99) |
Net Cash Paid | $ | 2,576 |
Within identifiable intangible assets, we allocated $1,450 million to trade names, which have an indefinite-life. The fair value for the Clif and Luna trade names, were determined using the relief-from-royalty method, a form of the income approach, at the acquisition date. The fair value measurement of intangible assets are based on significant unobservable inputs, and thus represent Leve l 3 inputs. Significant assumptions used in assessing the fair values of intangible assets include forecasted future revenue, discount and royalty rates. We expect to generate a meaningful cash tax benefit over time from the amortization of acquisition-related intangibles. Goodwill was determined as the excess of the purchase price over the fair value of the net assets acquired and arises principally as a result of expansion opportunities and synergies across the U.S. and other key markets. All of the goodwill was assigned to the North America segment. Tax deductible goodwill is expected to be $1.4 billion and will be amortized. Clif Bar added incremental net revenues of $157 million and operating loss of $33 million during the three months ended September 30, 2022. The operating loss includes acquisition integration costs of $16 million and an inventory step-up charge of $20 million incurred during the three months ended September 30, 2022. We also incurred acquisition-related costs of $292 million during the three months and $296 million during the nine months ended September 30, 2022. These acquisition-related costs are primarily related to the buyout of the non-vested ESOP shares. On January 3, 2022, we acquired Chipita Global S.A. (“Chipita”), a leading croissants and baked snacks company in the Central and Eastern European markets. The acquisition of Chipita offers a strategic complement to our existing portfolio and advances our strategy to become the global leader in broader snacking. The cash consideration paid for Chipita totaled €1.2 billion ($1.4 billion), net of cash received, plus the assumption of Chipita’s debt of €0.5 billion ($0.4 billion) for a total purchase price of €1.7 billion ($1.8 billion). We are working to complete the valuation and have recorded a preliminary purchase price allocation of:
| (in millions) |
Cash | $ | 52 |  |
Receivables | 102 |  |
Inventory | 60 |  |
Other current assets | 3 |  |
Property, plant and equipment | 383 |  |
Finance leases right of use assets | 8 |  |
Definite life intangible assets | 48 |  |
Indefinite life intangible assets | 686 |  |
Goodwill | 791 |  |
Other assets | 77 |  |
Assets acquired | $ | 2,210 |  |
Current liabilities | 133 |  |
Deferred tax liability | 158 |  |
Finance lease liabilities | 8 |  |
Other liabilities | 21 |  |
Total purchase price | $ | 1,890 |  |
Less: long-term debt | (436) |  |
Less: cash received | (52) |  |
Net Cash Paid | $ | 1,402 |  |
Within identifiable intangible assets, we allocated $686 million to trade names, which have an indefinite-life. The fair value for the 7 Days trade name, which is the primary asset acquired, was determined using the multi-period excess earnings method under the income approach at the acquisition date. The fair value measurements of intangible assets are based on significant unobservable inputs, and thus represent Leve l 3 inputs. Significant assumptions used in assessing the fair values of intangible assets include forecasted future cash flows and discount rates. Goodwill was determined as the excess of the purchase price over the fair value of the net assets acquired and arises principally as a result of expansion opportunities and synergies across both new and legacy product categories. None of the goodwill recognized is expected to be deductible for income tax purposes. All of the goodwill was assigned to the Europe segment. Chipita added incremental net revenues of $158 million during the three months and $490 million during the nine months ended September 30, 2022, and operating income of $25 million during the three months and $39 million during the nine months ended September 30, 2022. We incurred acquisition-related costs of $21 million during the nine months ended September 30, 2022 and $6 million during the nine months ended September 30, 2021. We incurred acquisition integration costs of $14 million during the three months and $85 million during the nine months ended September 30, 2022. We incurred acquisition integration costs of $6 million in the three and nine months ended September 30, 2021. On November 1, 2021, we completed the sale of MaxFoods Pty Ltd, an Australian packaged seafood business that we had acquired as part of our acquisition of Gourmet Food Holdings Pty Ltd (“Gourmet Food”). The sales price was $57 million Australian dollars ($41 million), net of cash divested with the business, and we recorded an immaterial loss on the transaction. On April 1, 2021, we acquired Gourmet Food, a leading Australian food company in the premium biscuit and cracker category, for closing cash consideration of approximately $450 million Australian dollars ($343 million), net of cash received. We have recorded a purchase price allocation of net tangible and intangible assets acquired and liabilities assumed of $41 million to indefinite-lived intangible assets, $80 million to definite-lived intangible assets, $164 million to goodwill, $19 million to property, plant and equipment, $18 million to inventory, $25 million to accounts receivable, $12 million to other assets, $5 million to operating right of use assets, $3 million to other current assets, $19 million to current liabilities and $5 million to long-term operating lease liabilities. Through the one-year anniversary of the acquisition, Gourmet Food added incremental net revenues of $14 million, and operating income of $1 million during the nine months ended September 30, 2022. We incurred acquisition integration costs of $1 million during the three months ended September 30, 2022. We incurred acquisition-related costs of $7 million during the nine months ended September 30, 2021. On March 25, 2021, we acquired a majority interest in Lion/Gemstone Topco Ltd ("Grenade"), a performance nutrition leader in the United Kingdom, for closing cash consideration of £188 million ($261 million), net of cash received. The acquisition of Grenade expands our position into the premium nutrition segment. We have recorded a purchase price allocation of net tangible and intangible assets acquired and liabilities assumed of $82 million to indefinite-lived intangible assets, $28 million to definite-lived intangible assets, $181 million to goodwill, $1 million to property, plant and equipment, $11 million to inventory, $18 million to accounts receivable, $25 million to current liabilities, $20 million to deferred tax liabilities and $15 million to long-term other liabilities. Through the one-year anniversary of the acquisition, Grenade added incremental net revenues of $21 million, and operating income of $2 million during the nine months ended September 30, 2022. We incurred acquisition-related costs of $2 million during the nine months ended September 30, 2021. On January 4, 2021, we acquired the remaining 93% of equity of Hu Master Holdings ("Hu"), a category leader in premium chocolate in the United States, which provides a strategic complement to our snacking portfolio in North America through growth opportunities in chocolate and other categories in the well-being category. The initial cash consideration paid was $229 million, net of cash received, and we may be required to pay additional contingent consideration. The estimated fair value of the contingent consideration obligation at the acquisition date was $132 million and was determined using a Monte Carlo simulation based on forecasted future results. During the third quarter of 2021, we recorded a $70 million reduction to the liability due to changes in the expected pace of growth. During the third quarter of 2022, we recorded an additional $7 million reduction to the liability due to further changes to forecasted future results. As a result of acquiring the remaining equity interest, we consolidated the operations prospectively from the date of acquisition and recorded a pre-tax gain of $9 million ($7 million after-tax) related to stepping up our previously-held $8 million (7%) investment to fair value. We have recorded a purchase price allocation of net tangible and intangible assets acquired and liabilities assumed of $123 million to indefinite-lived intangible assets, $51 million to definite-lived intangible assets, $202 million to goodwill, $1 million to property, plant and equipment, $2 million to inventory, $4 million to accounts receivable, $5 million to current liabilities and $132 million to long-term other liabilities. We incurred acquisition-related costs of $9 million during the nine months ended September 30, 2021.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI https://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 + Details
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