Note

December

30,

2016,

we acquired Hill & Valley Inc., a premium bakery located in Rock Island, IL., for approximately

$31

million. Hill & Valley, with sales of over

$45

million annually, is a manufacturer of a variety of pre-baked cakes, cookies, pies, muffins and other desserts to retail in-store bakeries. Hill & Valley is a leading brand of Sugar Free and No Sugar Added pre-baked in-store bakery items. Additionally, Hill & Valley sustains strategic private labeling partnerships with retailers nationwide. Sales and operating income of Hill & Valley were

$9,483,000

and

$144,000

for the quarter and

six

months ended

March

25,2017.

The preliminary purchase price allocation, subject to final valuation, for the acquisition is as follows:

(in thousands)

Accounts Receivable, net	$	4,054
Inventories		6,088
Prepaid expenses and other		122
Property, plant & equipment, net		4,398
Trade Names		2,090
Customer Relationships		14,000
Goodwill		13,533
Covenant not to compete		730
Accounts Payable		(2,259	)
Accrued Liabilities		(2,162	)
Accrued compensation expense		(650	)
Other long-term liabilities		(1,782	)
Deferred income taxes		(7,051	)
Purchase Price	$	31,111

The goodwill recognized is attributable to the assembled workforce of Hill & Valley and certain other strategic intangible assets that do not meet the requirements for recognition separate and apart from goodwill.

Acquisition costs of

$514,000

are included in other expense

for the

three

and

six

months ended

March

25,

2017.

Our proforma results, giving effect to the acquisition and assuming an acquisition date of

September

27,

2015,

would have been:

	(in thousands)
		Three months ended				Six months ended
		March 25,		March 26,		March 25,		March 26,
		2017		2016		2017		2016

Net Sales		$	247,462	$	240,195	$	485,995	$	473,569

Net Earnings		$	15,999	$	15,979	$	30,003	$	29,247