ACQUISITIONS (Notes)

9 Months Ended

Apr. 30, 2016

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

ACQUISITIONS

Wholesale Segment - Wholesale Distribution Acquisitions

Nor-Cal Produce, Inc. On March 31, 2016 the Company acquired all of the outstanding stock of Nor-Cal Produce, Inc. ("Nor-Cal") and an affiliated entity as well as certain real estate. Founded in 1972, Nor-Cal is a family owned and operated distributor of conventional and organic produce and other fresh products in Northern California, with primary operations located in West Sacramento, California. Total cash consideration related to this acquisition was approximately $68.6 million, subject to certain customary post-closing adjustments. The identifiable intangible assets recorded based on provisional valuations include customer lists of $30.0 million and a tradename and other intangible assets of $1.5 million, which are being amortized on a straight-line basis over estimated useful lives of approximately thirteen years and five years, respectively. The preliminary fair value of the identifiable intangible assets acquired was determined by using an income approach. 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. Net sales from the date of acquisition through the three months ended April 30, 2016 were $13.0 million.

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

(in thousands)	Preliminary Purchase Price Allocation
Accounts receivable	$	8,483
Inventories	1,902
Property and equipment	10,743
Other assets	1,097
Customer relationships	30,000
Tradename and other intangible assets	1,500
Goodwill	39,458
Total assets	$	93,183
Liabilities	24,603
Total purchase price	$	68,580

Global Organic/Specialty Source, Inc. On March 7, 2016, the Company acquired certain assets of Global Organic/Specialty Source Inc. and related affiliates (collectively "Global Organic") through its wholly owned subsidiary Albert's Organics, Inc. ("Albert's"). Global Organic is a premier distributor of organic fruits, vegetables, juices, milk, eggs, nuts, and coffee located in Sarasota, Florida serving customer locations across the Southeastern United States. Total cash consideration related to this acquisition was approximately $20.6 million, subject to certain customary post-closing adjustments. The fair value of identifiable intangible assets acquired was determined by using an income approach. The identifiable intangible asset recorded based on a provisional valuation consisted of customer lists of $8.4 million, which are being amortized on a straight-line basis over an estimated useful life of approximately ten years. Global Organic's operations will be combined with the existing Albert's business in the Southeast.

Cash paid for Nor-Cal and Global Organic was financed through borrowings under the Company’s amended and restated revolving credit facility. Acquisition costs related to the purchase have been expensed as incurred and are included within "Operating Expenses" in the Condensed Consolidated Statements of Income. The businesses were absorbed by the operations of the Company’s wholesale distribution business; therefore, the Company does not record the expenses separately from the rest of the wholesale distribution business.