v3.25.2
Acquisition
 3 Months Ended
Aug. 30, 2025
Acquisition [Abstract]  
Acquisition
Note 2 - Acquisition
Acquisition of Echo Lake Foods, LLC
Effective
June 2, 2025
, the Company
 
acquired Echo
 
Lake Foods, LLC
 
and certain
 
related companies
 
(collectively “Echo
 
Lake
Foods”). Echo
 
Lake Foods
 
is based
 
in Burlington,
 
Wisconsin and
 
produces, packages,
 
markets and
 
distributes prepared
 
foods,
including waffles, pancakes, scrambled eggs, frozen
 
cooked omelets, egg patties, toast and diced eggs. The Company
 
accounted
for the acquisition as a business combination.
 
Pending
 
the
 
finalization
 
of
 
the
 
Company’s
 
valuation,
 
the
 
following
 
table
 
summarizes
 
the
 
consideration
 
paid
 
for
 
Echo
 
Lake
Foods and the amounts of assets acquired and liabilities assumed recognized
 
at the acquisition date (in thousands):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash consideration paid
$
275,406
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash
$
115
Investment securities available-for-sale
14,147
Accounts receivable
31,923
Inventories
21,601
Prepaid expenses and other current assets
3,131
Property, plant &
 
equipment
151,697
Intangible assets
36,800
259,414
Accounts payable and other current liabilities
(13,047)
Total identifiable
 
net assets
246,367
Goodwill
29,039
$
275,406
Cash and
 
accounts receivable
 
acquired
 
along with
 
liabilities assumed
 
were valued
 
at their
 
carrying value
 
which approximates
fair value due to the short maturity of these instruments.
Inventories consisted
 
primarily of
 
raw materials,
 
supplies and
 
finished goods.
 
Raw materials
 
and supplies
 
were valued
 
at their
carrying value as
 
management believes that
 
their carrying value
 
best approximates their
 
fair value. Finished
 
goods were valued
using both the bottom-up and top-down approach. The
 
bottom-up approach measures the value of inventory as the value created
by the
 
target company
 
(i.e., the
 
costs incurred,
 
profit realized,
 
and tangible
 
and intangible
 
assets utilized)
 
pre-acquisition date.
The top-down
 
approach measures
 
the value
 
of inventory
 
as the
 
incremental
 
inventory value
 
created by
 
the market
 
participant
buyer as part
 
of its selling
 
effort to an
 
end customer (i.e.,
 
the costs that
 
will be incurred,
 
the profit that
 
will be realized,
 
and the
tangible and intangible assets that will be utilized) post-acquisition date.
Property,
 
plant and
 
equipment were
 
valued
 
utilizing
 
the cost
 
approach
 
and
 
market approach.
 
Machinery
 
and equipment
 
were
valued
 
utilizing
 
the
 
cost
 
approach
 
which
 
is
 
based
 
on
 
replacement
 
or
 
reproduction
 
costs
 
of
 
the
 
assets
 
and
 
subtracting
 
any
depreciation resulting from
 
physical deterioration and/or
 
functional or economic
 
obsolescence. Land and
 
buildings were valued
utilizing the market approach by using a real estate valuation.
Intangible assets
 
consisted primarily
 
of customer
 
relationships and
 
a trade name.
 
Customer relationships
 
were valued using
 
the
multi-period excess earnings method and the trade name was valued
 
using the relief-from-royalty method.
 
Goodwill
 
represents
 
the
 
excess
 
of
 
the
 
purchase
 
price
 
of
 
the
 
acquired
 
business
 
over
 
the
 
acquisition
 
date
 
fair
 
value
 
of
 
the
 
net
assets acquired.
 
Goodwill
 
recorded
 
in
 
connection
 
with
 
the Echo
 
Lake
 
Foods
 
acquisition is
 
primarily
 
attributable
 
to projected
synergies
 
from integrating
 
the operations
 
of Echo
 
Lake Foods
 
with the
 
operations of
 
the Company.
 
The Company
 
recognized
goodwill of $
29.0
 
million as a result of the acquisition, all of which is deductible for tax purposes.
 
The Company
 
recorded
 
transaction costs
 
of
 
$
594
 
thousand and
 
$
6.6
 
million
 
in the
 
first quarter
 
of
 
fiscal 2026
 
and fiscal
 
year
2025, respectively,
 
as a result of the Echo Lake Foods acquisition.