NOTE B

– ACQUISITIONS

December 30, 2016,

we acquired Hill & Valley Inc., a premium bakery located in Rock Island, IL for approximately

$31

million. Hill & Valley, with sales of over

$45

million annually, is a manufacturer of a variety of pre-baked cakes, cookies, pies, muffins and other desserts selling to retail in-store bakeries. Hill & Valley is a brand of Sugar Free and

Sugar Added pre-baked in-store bakery items. Additionally, Hill & Valley sustains strategic private labeling partnerships with retailers nationwide. Sales and operating income of Hill & Valley included in our

2017

fiscal year operating results were

$35.8

million and

$653,000,

respectively.

May 22, 2017,

we acquired an ICEE distributor doing business in Georgia and Tennessee for approximately

$11

million.

Sales and operating income of the acquired business included in our

2017

fiscal year operating results were

$1,689,000

and

$395,000,

respectively.

August 16, 2017,

we acquired Labriola Baking Company, a bakery of breads and artisan soft pretzels located in Alsip, IL for approximately

million. Labriola Bakery, with sales of approximately

$17

million annually, is a manufacturer of pre-baked breads, rolls and soft pretzels for retail in-store bakery and foodservice outlets nationwide. Sales of Labriola included in our

2017

fiscal year operating results were

$2,061,000

with marginal operating income.

Acquisition costs of $

1,070,000

for the acquisitions are included in other general expense in the consolidated statements of earnings for the year ended

September 30, 2017.

The preliminary purchase price allocations, subject to final valuation, for the

three

acquisitions are as follows:

				ICEE			Labriola
	Hill & Valley			Distributor			Baking Co

	(in thousands)

Accounts Receivable, net	$	4,054		$	340		$	1,165
Inventories		6,088			217			779
Prepaid expenses and other		122			25			102
Property, plant & equipment, net		4,398			2,277			3,598
Trade Names		2,090			-			388
Customer Relationships		13,000			57			-
Distibution rights		-			6,900			-
Goodwill		14,175			1,236			658
Covenant not to compete		670			-			188
Accounts Payable		(2,260	)		(79	)		(1,110	)
Accrued Liabilities		(2,162	)		(26	)		(128	)
Accrued compensation expense		(650	)		-			-
Other long-term liabilities		(1,782	)		-			-
Deferred income taxes		(6,632	)		-			-
Purchase Price	$	31,111		$	10,947		$	5,640

The goodwill and intangible assets acquired in the business combinations are recorded at estimated fair value. To measure fair value for such assets, we use techniques including discounted expected future cash flows (Level

input). The goodwill recognized is attributable to the assembled workforce of each acquired business and certain other strategic intangible assets that do

not

meet the requirements for recognition separate and apart from goodwill.

Our unaudited proforma results, giving effect to these

three

acquisitions and assuming an acquisition date of

September 28, 2014,

would have been:

	Fiscal Year Ended
	(in thousands)
	September 30,		September 24,		September 26,
	2017		2016		2015
	(53 weeks)		(52 weeks)		(52 weeks)
	Unaudited		Unaudited		Unaudited


Net Sales	$	1,116,599	$	1,062,500	$	1,043,862

Net Earnings	$	79,082	$	76,180	$	68,938