v3.26.1
Acquisitions
12 Months Ended
May 30, 2026
Acquisitions [Abstract]  
Acquisitions
Note 2 – Acquisition
s
Acquisition of Creighton Brothers, LLC
Effective
on
March 2, 2026
, the Company
acquired the shell egg,
egg products,
and prepared
foods assets of
Creighton Brothers
LLC and
including
Crystal Lake
LLC
(“Creighton”).
The acquired
assets
include
commercial
shell egg
production
and grading
with capacity
of approximately
3.2
million layers, including
500
thousand
cage-free layers, and
865
thousand
pullets, a feed mill,
1,007
acres of
land, as
well
as an
egg products and
hard-cooked
egg processing facility located
near
Warsaw,
Indiana.
The
following
table
summarizes
the consideration
paid
for
Creighton
and
the value
of
assets
acquired
and
liabilities
assumed
recognized
at
the acquisition
date
(in thousands):
Cash
consideration
paid
$
128,784
Recognized
amounts
of identifiable
assets
acquired
and
liabilities
assumed
Inventories
$
16,504
Prepaid expenses
and
other current
assets
890
Property,
plant
& equipment
101,883
Intangible
assets, net
60
119,337
Accounts
payable
and
other current
liabilities
(553)
Total
identifiable
net assets
118,784
Goodwill
10,000
$
128,784
Inventories consisted
primarily
of flock, feed
ingredients,
packaging, and
egg inventory.
Flock inventory
was valued
at carrying
value
as
management
believes
that
its
carrying
value
best
approximates
its
fair
value.
Feed
ingredients,
packaging
and
egg
inventory
were all valued
based
on market
prices as of
March
2, 2026.
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.
Goodwill recorded in
connection
with
the Creighton acquisition
is primarily attributable
to improved efficiencies from integrating
the assets
of Creighton
with the
operations
of the
Company.
The Company
recognized goodwill of
$
10.0
million
as a
result of
the acquisition.
Acquisition
of Clean
Egg, LLC
Effective
October 10, 2025
,
the Company
acquired
certain
assets
of Clean
Egg,
LLC (“Clean
Egg”) based
in Langwood,
Texas,
for
approximately
$
23.7
million. The
assets
acquired
included
677
thousand
brown cage-free
and
free-range
layers
and
pullets
and
other
inventory,
machinery
and
equipment
related
to
its
contract
production
and
egg processing
business.
The
Company
recognized
goodwill
of $
10.2
million
as a
result
of
the
acquisition.
The
Company
accounted
for the
acquisition
as
a business
combination.
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 pre-cooked
egg patties,
omelets, folded and
scrambled egg formats,
pancakes and
waffles. The Company
accounted for
the acquisition
as a
business combination.
The
Company
finalized
the
business
combination
accounting
during
the
second
quarter
of
fiscal
2026,
which
resulted
in
immaterial
measurement
period adjustments.
The following
table
summarizes
the consideration
paid
for
Echo Lake
Foods and
the value
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
(14,114)
Total
identifiable
net assets
245,300
Goodwill
30,106
$
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
$
30.1
million as a
result of the
acquisition,
all of which is deductible
for tax
purposes.
The Company
recorded transaction
costs of $
594
thousand in the first quarter of fiscal 2026
and $
6.6
million in the fourth
quarter
of fiscal 2025, respectively,
as a result of the Echo Lake
Foods acquisition,
within “Selling,
general
and administrative
expenses”
in the
Company’s
Consolidated
Statements
of Income.
Acquisition
of Deal-Rite
Feeds, Inc. Assets
Effective
February 3, 2025
,
the Company
acquired certain assets of Deal-Rite Feeds, Inc. and certain
of its
affiliates
(“Deal-Rite”)
for
approximately
$
4.7
million.
The
assets
acquired
included
two
feed
mills,
storage
facilities,
usable
grain,
vehicles,
related
equipment
and
a retail
feed
sales
business
located
in North
Carolina.
The
acquired
assets
will
produce
and
deliver
feed
to
our
nearby
shell egg production
facilities. The Company
accounted
for the
acquisition
as a
business combination.
Property,
plant
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.
Goodwill recorded
in connection
with the Deal-Rite acquisition
is primarily attributable
to improved efficiencies from integrating
the assets of
Deal-Rite
with the operations
of the Company.
The Company
recognized goodwill of $
1.0
million as a
result of the
acquisition.
Acquisition
of ISE America, Inc. Assets
Effective
June 28, 2024
, the
Company
acquired
substantially
all of
the
commercial
shell
egg
production,
processing
and
egg
products
breaking
facilities
of ISE
America,
Inc. and
certain
of its
affiliates
(“ISE”).
The assets
acquired
included
commercial
shell egg production
and processing
facilities with
a capacity
at the time of acquisition
of approximately
4.7
million laying hens,
including
1.0
million cage-free,
and
1.2
million
pullets,
feed
mills,
approximately
4,000
acres of
land,
inventories
and
an
egg
products breaking
facility.
The acquired
assets
also include an
extensive
customer distribution
network across
the Northeast
and
Mid-Atlantic states, and
production
operations
in
Maryland,
New
Jersey,
Delaware and South
Carolina.
The Company
accounted
for the
acquisition
as a
business combination.
The
following
table
summarizes
the
consideration
paid
for
the
ISE
assets
and
the
amounts
of assets
acquired
and
liabilities
assumed
recognized at
the acquisition
date
(in thousands):
Cash
consideration
paid
$
111,521
Recognized
amounts
of identifiable
assets
acquired
and
liabilities
assumed
Inventories
$
20,547
Property,
plant
and
equipment
90,572
Intangible
assets
710
111,829
Accounts
payable
and
other current
liabilities
(308)
Total
identifiable
net assets
$
111,521
Inventories consisted
primarily
of flock, feed
ingredients,
packaging, and
egg inventory.
Flock inventory
was valued
at carrying
value
as
management
believes
that
its
carrying
value
best
approximates
its
fair
value.
Feed
ingredients,
packaging
and
egg
inventory
were all valued
based
on market
prices as of
June 28,
2024.
Property,
plant
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.
Intangible assets
consisted
primarily
of customer lists
acquired. Customers
lists were valued
using the income
method
approac
h.
Other Acquisitions
and Investments
Effective
May 12, 2026
,
the Company
acquired certain assets of Van’s
Foods business of Sara Lee Frozen Bakey,
LLC (“Van’s”)
for approximately
$
24.8
million. The assets acquired included trademarks
and trade names, customer
networks and inventory and
will
support
our
prepared
foods
segment
and
deliver
greater
value
across
the
supply
chain.
The
Company
accounted
for the
acquisition
as an
asset
acquisition.
Effective
September 9, 2024
, the Company
completed
a strategic
investment
with Crepini LLC, establishing a new egg products
and prepared
foods venture. The new entity, located in Hopewell Junction, New York,
operates
as Crepini Foods LLC (“Crepini”).
The
Company
capitalized
Crepini with
approximately
$
6.75
million in
cash
to purchase
additional
equipment
and
other assets
and
fund
working
capital
in
exchange
for
a
51
% interest
in
the
new
venture.
Crepini
LLC
contributed
its
existing
assets
and
business
in exchange
for a
49
% interest in the new venture.
Effective
November 30, 2024
,
the
Company
acquired
the
remaining
9.23
%
interest
in
our
majority-owned
subsidiary,
MeadowCreek
Foods LLC.