ACQUISITIONS

Wholesale Segment

Broadline Distribution Acquisitions. During the fourth quarter of fiscal 2015, the Company finalized its purchase accounting related to the Company's acquisition of all of the outstanding capital stock of Tony's Fine Foods (“Tony’s”) in the fourth quarter of 2014. Of the total purchase price of approximately $202.7 million (the “Purchase Price”), approximately $196.5 million was paid in cash. The remaining portion of the Purchase Price was paid with approximately 112,000 shares of the Company’s common stock.

The following table summarizes the consideration paid for the acquisition and the amounts of assets acquired and liabilities assumed recognized at the acquisition date:



(in thousands)	Preliminary as of August 2, 2014		Adjustments in Current Fiscal Year			Final Opening Balance Sheet
Accounts receivable	$	40,307	$	270		$	40,577
Inventory	31,807		—			31,807
Property and equipment	42,793		(810		)	41,983
Other assets	5,815		—			5,815
Customer relationships	55,500		(700		)	54,800
Tradename and other intangible assets	26,000		900			26,900
Goodwill	64,644		(3,157		)	61,487
Total assets	$	266,866	$	(3,497	)	$	263,369
Liabilities	60,698		—			60,698
Total purchase price	$	206,168	$	(3,497	)	$	202,671

The fair value assigned to identifiable intangible assets acquired was determined primarily by using an income approach. Identifiable intangible assets include customer relationships with an estimated fair value of $54.8 million, the Tony's tradename with an estimated fair value of approximately $25.2 million, and non-competition agreements with an estimated fair value of $1.7 million. The customer relationship intangible asset is currently being amortized on a straight-line basis over an estimated useful life of approximately 20 years, the non-competition agreements that the Company received from the owners of Tony's are being amortized over the 5 year terms of the agreements, and the Tony's tradename is estimated to have an indefinite useful life. Significant assumptions utilized in the income approach were based on certain information and projections, which are not observable in the market and are thus considered Level 3 measurements as defined by authoritative guidance. The goodwill of $61.5 million represents the future economic benefits expected to arise that could not be individually identified and separately recognized, including expansion of the Company's sales in natural protein and specialty cheeses.

Acquisition costs related to the Tony's acquisition were approximately $0.3 million and $1.5 million for the fiscal years ended August 1, 2015 and August 2, 2014, respectively, and have been expensed as incurred and are included within "Operating Expenses" in the Consolidated Statements of Income. The results of Tony's operations have been included in the consolidated financial statements since the date of acquisition. Net sales from the acquired business totaled approximately $882.8 million for the fiscal year ended August 1, 2015 and $45.3 million for the fiscal year ended August 2, 2014.

During the first quarter of fiscal 2014, the Company, within its wholesale segment, completed a business combination related to the acquisition of all of the equity interests of Trudeau Foods, LLC from Trudeau Holdings, LLC, a portfolio company of Arbor Investments II, LP. The total cash consideration related to this acquisition was approximately $23.0 million. The fair value of the identifiable intangible assets acquired was determined by using an income approach. The identifiable intangible assets recorded based on the valuation consist of customer lists of $9.5 million, which are being amortized on a straight-line basis over an estimated useful life of approximately ten years. Significant assumptions utilized in the income approach were based on company-specific information and projections, which are not observable in the market and are considered Level 3 measurements as defined by authoritative guidance. The results of the acquired operations have been included in the Company's results since September 26, 2013.