ACQUISITIONS

Wholesale Segment

Global Organic/Specialty Source, Inc. On March 7, 2016, the Company acquired certain assets of Global Organic/Specialty Source Inc. and related affiliates (collectively "Global Organic") through its wholly owned subsidiary Albert's Organics, Inc. ("Albert's"). Global Organic is a premier distributor of organic fruits, vegetables, juices, milk, eggs, nuts, and coffee located in Sarasota, Florida serving customer locations across the Southeastern United States. Total cash consideration related to this acquisition was approximately $20.6 million, subject to certain customary post-closing adjustments. The fair value of identifiable intangible assets acquired was determined by using an income approach. During the three months ended July 30, 2016, the Company recorded an adjustment to certain provisional amounts recorded as of April 30, 2016. The adjustment included a decrease to the customer list intangible asset by $1.0 million based on updated valuation information with a corresponding increase to goodwill. The identifiable intangible asset recorded based on a provisional valuation consisted of customer lists of $7.4 million, which are being amortized on a straight-line basis over an estimated useful life of approximately ten years. Global Organic's operations have been combined with the existing Albert's business; therefore, the Company does not record the expenses separately from the rest of the wholesale distribution business and results are not separable.

Nor-Cal Produce, Inc. On March 31, 2016 the Company acquired all of the outstanding stock of Nor-Cal Produce, Inc. ("Nor-Cal") and an affiliated entity as well as certain real estate. Founded in 1972, Nor-Cal is a family owned and operated distributor of conventional and organic produce and other fresh products in Northern California, with primary operations located in West Sacramento, California. Total cash consideration related to this acquisition was approximately $68.6 million, subject to certain customary post-closing adjustments. The identifiable intangible assets recorded based on provisional valuations include customer lists of $30.3 million, a tradename with an estimated fair value of $1.0 million, and a non-compete with an estimated fair value of $0.5 million, which are being amortized on a straight-line basis over estimated useful lives of approximately 13 and five years, respectively. The preliminary fair value of the identifiable intangible assets acquired was determined by using an income approach. Significant assumptions utilized in the income approach were based on company-specific information and projections, which are not observable in the market and are thus considered Level 3 measurements as defined by authoritative guidance. The goodwill of $40.3 million represents the future economic benefits expected to arise that could not be individually identified and separately recognized. Net sales attributed to Nor-Cal from the date of acquisition through the fiscal year ended July 30, 2016 were $51.4 million.

The following table summarizes the preliminary fair values of assets and liabilities for the Nor-Cal acquisition and the amounts of assets acquired and liabilities assumed as of the acquisition date, including adjustments made through July 30, 2016:



(in thousands)	Preliminary as of April 30, 2016		Adjustments in Current Fiscal Year			Preliminary as of July 30, 2016
Accounts receivable	$	8,483	$	—		$	8,483
Inventories	1,902		—			1,902
Property and equipment	10,743		(714		)	10,029
Other assets	1,097		(972		)	125
Customer relationships	30,000		300			30,300
Tradename	1,000		—			1,000
Non-compete	500		—			500
Goodwill	39,458		884			40,342
Total assets	$	93,183	$	(502	)	$	92,681
Liabilities	24,603		(502		)	24,101
Total purchase price	$	68,580	$	—		$	68,580

Haddon House Food Products, Inc. On May 13, 2016 the Company acquired all of the outstanding stock of Haddon House Food Products, Inc. (“Haddon”) and certain affiliated entities and real estate. Founded in 1960 by the Anderson family, Haddon is a well-respected distributor and merchandiser of natural and organic and gourmet ethnic products throughout the Eastern United States. Haddon has a diverse, multi-channel customer base including conventional supermarkets, gourmet food stores and independently owned product retailers. Total consideration related to this acquisition was approximately $219.1 million, $217.5 million of which was paid in cash and $1.6 million of which was included in accounts payable as of July 30, 2016. The purchase price is subject to certain customary post-closing adjustments. The identifiable intangible assets recorded based on provisional valuations include customer relationships with an estimated fair value of $62.7 million, the Haddon tradename with an estimated fair value of $0.7 million, non-compete agreements with an estimated fair value of $0.7 million, and a trademark asset related to Haddon owned branded product lines with an estimated fair value of $2.0 million. The customer relationship intangible asset is currently being amortized on a straight-line basis over an estimated useful life of approximately 13 years, the Haddon tradename is being amortized over an estimated useful life of approximately 3 years, the non-compete agreements that the Company received from the owners of Haddon are being amortized over the 5-year term of the agreements, and the Haddon trademark asset associated with its branded product lines is estimated to have an indefinite useful life. The preliminary fair value of the identifiable intangible assets acquired was determined by using an income approach. Significant assumptions utilized in the income approach were based on company-specific information and projections, which are not observable in the market and are thus considered Level 3 measurements as defined by authoritative guidance. The goodwill of $45.9 million represents the future economic benefits expected to arise that could not be individually identified and separately recognized.

Net sales of Haddon from the date of acquisition through the fiscal year ended July 30, 2016 were $100.4 million.

The following table summarizes the preliminary fair values of assets and liabilities for the Haddon acquisition and the amounts of assets acquired and liabilities assumed as of the acquisition date:



(in thousands)	Preliminary as of July 30, 2016
Accounts receivable	$	40,434
Other receivable	3,621
Inventories	46,138
Prepaid expenses and other current assets	1,645
Property and equipment	54,501
Other assets	280
Customer relationships	62,700
Tradename	700
Non-compete	700
Other intangible assets	2,000
Goodwill	45,851
Total assets	$	258,570
Liabilities	39,510
Total purchase price	$	219,060

Cash paid for Nor-Cal, Global Organic and Haddon was financed through borrowings under the Company’s amended and restated revolving credit facility. Acquisition costs related to the current year acquisitions of Global Organic, Nor-Cal and Haddon were approximately $2.1 million for the year ended July 30, 2016 and have been expensed as incurred within "operating expenses" in the Consolidated Statements of Income. The results of the acquired businesses' operations have been included in the consolidated financial statements since the applicable date of acquisitions.

Tony's Fine Foods. During the fourth quarter of fiscal 2015, the Company finalized its purchase accounting related to the Company's acquisition of all of the outstanding capital stock of Tony's Fine Foods (“Tony’s”) in the fourth quarter of fiscal 2014. Of the total purchase price of approximately $202.7 million, approximately $196.5 million was paid in cash. The remaining portion of the purchase price for Tony's was paid with approximately 112,000 shares of the Company’s common stock.

The fair value of identifiable intangible assets acquired was determined primarily by using an income approach. Identifiable intangible assets include customer relationships with an estimated fair value as of the acquisition date of $54.8 million, the Tony's tradename with an estimated fair value as of the acquisition date of approximately $25.2 million, and non-competition agreements with an estimated fair value as of the acquisition date of $1.7 million. The customer relationship intangible asset is currently being amortized on a straight-line basis over an estimated useful life of approximately 20 years, the non-competition agreements that the Company received from the owners of Tony's are being amortized over the 5-year terms of the agreements, and the Tony's tradename is estimated to have an indefinite useful life. Significant assumptions utilized in the income approach were based on certain information and projections, which are not observable in the market and are thus considered Level 3 measurements as defined by authoritative guidance. The goodwill of $61.5 million represents the future economic benefits expected to arise that could not be individually identified and separately recognized, including expansion of the Company's sales in natural protein and specialty cheeses.

The following table summarizes the consideration paid for the Tony's acquisition and the amounts of assets acquired and liabilities assumed recognized at the acquisition date:



(in thousands)	Final Opening Balance Sheet
Accounts receivable	$	40,577
Inventory	31,807
Property and equipment	41,983
Other assets	5,815
Customer relationships	54,800
Tradename and other intangible assets	26,900
Goodwill	61,487
Total assets	$	263,369
Liabilities	60,698
Total purchase price	$	202,671

Acquisition costs related to the Tony's acquisition were approximately $0.3 million and $1.5 million for the fiscal years ended August 1, 2015 and August 2, 2014, respectively, and have been expensed as incurred and are included within "Operating Expenses" in the Consolidated Statements of Income. The results of Tony's operations have been included in the consolidated financial statements since the date of acquisition.

During the first quarter of fiscal 2014, the Company, within its wholesale segment, completed a business combination related to the acquisition of all of the equity interests of Trudeau Foods, LLC from Trudeau Holdings, LLC, a portfolio company of Arbor Investments II, LP. The total cash consideration related to this acquisition was approximately $23.0 million. The fair value of the identifiable intangible assets acquired was determined by using an income approach. The identifiable intangible assets recorded based on the valuation consist of customer lists of $9.5 million, which are being amortized on a straight-line basis over an estimated useful life of approximately ten years. Significant assumptions utilized in the income approach were based on company-specific information and projections which are not observable in the market and are thus considered Level 3 measurements as defined by authoritative guidance. The results of the acquired operations of Trudeau have been included in the Company's results since September 26, 2013.