v3.26.1
Acquisition
12 Months Ended
Jan. 31, 2026
Business Combination [Abstract]  
Acquisition Acquisition
On September 2, 2025, Crown 1 Foods, Inc. (formerly "Jubilee Acquisition, Inc."), a Nevada corporation and wholly owned subsidiary of the Company, acquired substantially all of the assets of Crown I Enterprises, Inc. ("Crown 1"), a full-service manufacturer of value-added proteins and ready-to-heat meals, for a $17.3 million cash payment. The acquisition aligns with the Company's long-term plan to become a leading national marketer and manufacturer of fresh deli-prepared foods. The results of the business acquired from Crown 1 have been included in the Company's Consolidated Statements of Operations from the date of the acquisition.
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of the acquisition (in thousands):
Assets acquired:
Accounts receivable$3,725 
Prepaid expenses and other current assets37 
Inventory1,336 
Property, plant, and equipment12,263 
Right of use asset2,121 
Intangible assets1,273 
Goodwill814 
Total assets acquired$21,569 
Liabilities assumed:
Accrued expenses and other current liabilities$2,137 
Lease liability
2,121 
Total liabilities assumed$4,258 
Net assets acquired$17,311 
The valuation of intangible assets consists of approximately $1.3 million of intangible assets representing customer relationships, which is subject to amortization over a useful life of five years. The purchase price was allocated based on the estimated fair value of the assets acquired and liabilities assumed on the date of acquisition. Goodwill represents the excess of the consideration transferred over the fair value of the identifiable tangible and intangible assets and liabilities acquired. For the fiscal year ended January 31, 2026 the Company expensed transaction costs related to the acquisition of approximately $1.3 million, which are included in selling, general and administrative expenses in the Company's Consolidated Statements of Operations. The Company's Consolidated Statements of Operations includes $23.2 million of revenue and $1.7 million of net income attributable to Crown 1 from the acquisition date through January 31, 2026.
The following table presents the supplemental consolidated results of the Company on an unaudited pro forma basis as if the acquisition of the Crown 1 Business had been completed on February 1, 2023 (in thousands). The primary adjustments reflected in the unaudited pro forma information related to (1) changes related to purchase accounting primarily related to amortization of purchased intangible assets recorded in conjunction with the acquisition and (2) removal of transaction costs related to the acquisition. Adjustments to net income have been reflected net of income tax effects. The unaudited pro forma information does not include any anticipated cost savings or other effects of future integration efforts and does not purport to be indicative of results that actually would have been achieved if the operations were combined during the periods presented, nor is it intended to be a projection.
Year ended January 31
202620252024
Sales$205,518 $177,641 $160,422 
Net Income$6,138 $3,675 $8,132