Business Combination

On February 1, 2018 (the “Purchase Date”), the Company acquired certain U.S. breakfast assets from Aryzta, LLC, including a bakery facility and certain brand names. The Company acquired the assets to expand its breakfast product portfolio and to gain previously outsourced manufacturing capabilities for its existing product portfolio. The assets acquired and liabilities assumed constitute a business and will be recorded at their estimated fair values as of the Purchase Date under the acquisition method of accounting.

Consideration for this acquisition included an initial cash payment of $23.9 million. The Company continues to work with its third-party valuation specialist to finalize the valuation of certain assets acquired and liabilities assumed. The purchase price and allocation included in the September 30, 2018 consolidated balance sheet are based on management’s best estimate and are preliminary and subject to change.

Prior to the acquisition, the bakery facility encountered a significant labor-related business disruption. Management considered that the seller was motivated to sell the facility and the related assets in a short time frame so that it could avoid future operating losses and use the proceeds to reduce debt and improve its balance sheet. The preliminary valuation of net assets acquired indicates the fair value may exceed the purchase price. No gain has been recognized during the three and nine months ended September 30, 2018 as the valuation is not yet complete.

The provisional amounts for the assets acquired and liabilities assumed as of the Purchase Date are as follows (in thousands):



Inventory	$	8,162
Property and equipment	16,838
Other current liabilities	(1,090		)
Net assets acquired	$	23,910

For the three and nine months ended September 30, 2018, the Company incurred less than $0.1 million of expenses related to the acquisition. These expenses are classified as business combination transaction costs on the consolidated statement of operations.

For the three and nine months ended September 30, 2018, the operations of the acquired assets, which are included in the Company’s Sweet Baked Goods segment, provided net revenue of $18.9 million and $54.2 million, respectively, and negative gross profit of $8.9 million and $19.5 million, respectively. The negative gross profit does not reflect the allocation of shared costs incurred by the Company. Due to the nature of these costs, the Company determined it was impracticable to allocate to individual bakeries.