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Note B - Acquisitions | 12 Months Ended
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Sep. 29, 2018
Notes to Financial Statements |
Business Combination Disclosure [Text Block] | NOTE B – ACQUISITIONS On 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 No 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 operating results for 2018 were $59.9 million and $2.4 million, respectively; and for 2017 were $35.8 million and $653,000, respectively. On May 22, 2017, we acquired an ICEE distributor doing business in Georgia and Tennessee for approximately $11 million. Sales of the acquired business included in our operating results for 2018 and 2017 were $3.5 million and $1.7 million, respectively. On August 16, 2017, we acquired Labriola Baking Company, a bakery of breads and artisan soft pretzels located in Alsip, IL for approximately $6 million. Labriola Bakery 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 operating results for 2018 and 2017 were $14 million and $2 million, respectively. 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 purchase price allocations 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 3 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:
|  | F iscal Year Ended |
|  | (in thousands) |
|  | September 30, |  |  | September 24, |
|  | 2017 |  |  | 2016 |
|  | (53 weeks) |  |  | (52 weeks) |
|  | Unaudited |  |  | Unaudited |
Net Sales |  | $ | 1,116,599 |  |  | $ | 1,062,500 |
Net Earnings |  | $ | 79,082 |  |  | $ | 76,180 |

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