XML 41 R20.htm IDEA: XBRL DOCUMENT
v3.10.0.1

Acquisitions | 12 Months Ended
--- | ---
Dec. 29, 2018
Business Combinations [Abstract] |
Acquisitions |
Note 11. | Acquisition
On December 14, 2018, the company completed the acquisition of 100% of the outstanding membership interests of Canyon, a leading gluten-free bread baker, from its members for total consideration of $205.2 million, including a $5.0 million earn-out recorded as contingent consideration. We believe the acquisition of Canyon strengthens our position as the second-largest baker in the U.S. by giving us access to the fast-growing gluten-free bread category. The acquisition has been accounted for as a business combination and the assets have been assigned to our DSD Segment and Warehouse Segment. Canyon’s sales and results of operations were immaterial for fiscal 2018. The total goodwill recorded for this acquisition was $80.6 million and it is deductible for tax purposes. During fiscal 2018, the company incurred $4.5 million of acquisition-related costs for Canyon. This table is based on preliminary valuations for the assets acquired, liabilities assumed, and the allocated intangible assets and goodwill. The acquisition-related costs were recorded in the selling, distribution and administrative expense line item in our Consolidated Statements of Income. The following table summarizes the consideration paid for Canyon based on the fair value at the acquisition date (amounts in thousands):
Fair Value of consideration transferred: |  |  |  |
Cash consideration paid |  | $ | 200,208 |
Working capital adjustments |  |  | 299 |
Contingent consideration |  |  | 4,700 |
Total consideration |  | $ | 205,207 |
Recognized amounts of identifiable assets acquired and liabilities assumed: |  |  |  |
Property, plant, and equipment |  | $ | 42,128 |
Identifiable intangible assets |  |  | 78,380 |
Financial assets |  |  | 4,097 |
Net recognized amounts of identifiable assets acquired |  |  | 124,605 |
Goodwill |  | $ | 80,602 |
Property, plant and equipment in the table above includes real property and machinery and equipment The following table presents the acquired intangible assets subject to amortization (amounts in thousands, except amortization periods):
|  | Total |  |  | Weighted average amortization years |  |  | Attribution Method
Trademarks |  | $ | 41,700 |  |  |  | 40.0 |  |  | Straight-line
Customer relationships |  |  | 36,400 |  |  |  | 25.0 |  |  | Sum of year digits
Noncompete agreements |  |  | 280 |  |  |  | 1.7 |  |  | Straight-line
|  | $ | 78,380 |  |  |  | 32.9 |  |  |
The customer relationships are reported in the Warehouse Segment while the trademarks and noncompete assets are reported in the DSD Segment. Goodwill was allocated to the two segments using the acquisition method approach. Goodwill of $57.1 million and $23.5 million was allocated to the DSD Segment and Warehouse Segment, respectively. The fair value of trade receivables was $3.6 million. The gross amount of the receivables were $3.7 million with $0.1 million determined to be uncollectible. We did not acquire any other class of receivables as a result of the Canyon acquisition. Acquisition pro formas We determined that the consolidated results of operations for Canyon were immaterial in the aggregate and the pro forma financial statements are not required for fiscal 2018. The purchase price allocation attributable to Canyon is preliminary. When all relevant information is obtained, resulting changes, if any, to our provisional purchase price allocation will be adjusted to reflect new information obtained about the facts and circumstances that existed as of the respective acquisition dates that, if known, would have affected the measurement of the amounts recognized as of those dates.

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration