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Lakeville Acquisition
 12 Months Ended
Jun. 26, 2025
Business Combination [Abstract]  
Lakeville Acquisition

NOTE 2 — LAKEVILLE ACQUISITION

On September 29, 2023, we completed the acquisition of certain snack bar assets from TreeHouse Foods, Inc. ( “Seller”). The acquired assets include inventory, a manufacturing facility and related equipment located in Lakeville, Minnesota, and product formulas (the “Lakeville Acquisition”) for a net purchase price of $58,974. The purchase price for the Lakeville Acquisition was primarily funded from borrowings under the Credit Facility (defined in Note 7 - “Revolving Credit Facility” below).

The Lakeville Acquisition accelerates our strategy within the growing bar category and diversifies our product offerings. It also allows us to offer private brand customers a complete portfolio of bars, including fruit and grain, crunchy, sweet and salty and chewy bars that complement internally developed nutrition bars. The Lakeville Acquisition has been accounted for as a business combination in accordance with ASC Topic 805, “Business Combinations”.

The following table summarizes the amounts allocated to the fair values of certain assets acquired at the acquisition date:

 

Inventories

$

35,500

 

Property, plant and equipment

 

25,600

 

Identifiable intangible assets:

 

 

   Product formulas

 

850

 

   Total assets acquired

$

61,950

 

Property, plant and equipment represent a manufacturing facility and related equipment located in Lakeville, Minnesota. The fair value for the property was primarily determined using a market approach. The fair values for the machinery and equipment were determined using a combination of the direct and indirect cost approaches, along with the market approach. All building and equipment assets are being depreciated on a straight-line basis over their estimated remaining useful lives as determined in accordance with our accounting policies.

The product formulas asset represents the value of these formulas designed to replicate the taste, texture and appearance of branded snack bars. The fair value of the product formulas was determined using the income approach through a relief from royalty method analysis. We are amortizing formulas over a weighted average life of 5.4 years.

There were no recognized or unrecognized material contingencies associated with the acquired business.

The $61,950 fair value of the identifiable assets acquired exceeded the total purchase price of $58,974. Accordingly, this acquisition resulted in a bargain purchase and we recognized a gain of $2,226, net of taxes, which is reported in the caption “Bargain purchase gain, net” in our consolidated financial results for the year ended June 27, 2024. We believe the Lakeville Acquisition resulted in a bargain purchase gain because the Seller was motivated to divest such snack bars business, as its performance no longer supported the Seller's long-term growth targets.

Net sales of $119,837 from the closing date of the Lakeville Acquisition on September 29, 2023 are included in our consolidated financial results for fiscal 2024. The closing date of the Lakeville Acquisition was on the first day of our second quarter in fiscal 2024. The Company also incurred acquisition-related costs of $856 for fiscal 2024 which are included in Administrative expenses.

The following reflects the unaudited pro forma results of operations of the Company as if the Lakeville Acquisition had taken place at the beginning of fiscal 2023. This pro forma information does not purport to represent what the Company’s actual results would have been if the Lakeville Acquisition had occurred as of the date indicated or what such results would be for any future periods.

 

 

 

Year Ended
June 27,
2024

 

 

Year Ended
June 29,
2023

 

Pro forma net sales

 

$

1,107,096

 

 

$

1,164,597

 

Pro forma net income

 

 

57,878

 

 

 

57,929

 

Pro forma diluted earnings per share

 

$

4.95

 

 

$

4.98

 

These unaudited pro forma results have been calculated after applying our accounting policies and adjusting the results of the Lakeville Acquisition to reflect elimination of transaction costs and the bargain purchase gain and to record additional interest expense and cost of sales that would have been incurred, assuming the fair value adjustment to inventory had been applied from July 1, 2022, net of related income taxes in respect of pro forma net income and diluted earnings per share performance. The impact to the above pro forma information of incremental depreciation and amortization expense is insignificant and therefore excluded from the calculation of pro forma results.

Since the Lakeville Acquisition, we continue to operate in a single reportable operating segment that consists of selling various nut and nut-related products and bars through three sales distribution channels. Revenues from the Lakeville Acquisition are primarily in our consumer distribution channel.