Goodwill and Other Intangible Assets

12 Months Ended

Dec. 28, 2013

Note 6.

Goodwill and Other Intangible Assets

The table below summarizes our goodwill and other intangible assets at December 28, 2013 and December 29, 2012, respectively, each of which is explained in additional detail below (amounts in thousands):


	December 28, 2013		December 29, 2012
Goodwill	$	282,404	$	269,897
Amortizable intangible assets, net of amortization		201,710		201,884
Indefinite-lived intangible assets		455,000		186,500

Total goodwill and other intangible assets	$	939,114	$	658,281

The changes in the carrying amount of goodwill, by segment, during fiscal 2012 and fiscal 2013, are as follows (amounts in thousands):


	DSD		Warehouse		Total
Balance as of December 31, 2011	$	212,629	$	7,101	$	219,730
Change in goodwill related to acquisitions		50,167		—		50,167

Balance as of December 29, 2012	$	262,796	$	7,101	$	269,897
Change in goodwill related to acquisitions		12,507		—		12,507

Balance as of December 28, 2013	$	275,303	$	7,101	$	282,404

The table below presents the changes to goodwill by acquisition from December 31, 2011 to December 29, 2012 (amounts in thousands):


	Lepage		Tasty			Total
Adjustment for spare parts and supplies	$	—	$	76		$	76
Adjustment for inventory		—		42			42
Adjustment to assets held for sale		—		(69	)		(69	)
Adjustment for accrued liabilities		—		169			169
Acquisitions during fiscal 2012		49,949		—			49,949

Change in goodwill during fiscal 2012	$	49,949	$	218		$	50,167

The table below presents the changes to goodwill by acquisition from December 29, 2012 to December 28, 2013 (amounts in thousands):


	Modesto		Acquired Hostess Assets		Lepage			Other		Total
Working capital adjustments	$	—	$	—	$	315		$	—	$	315
Acquisition-related tax adjustments		—		—		(1,016	)		—		(1,016	)
Adjustment to assets held for sale		—		—		63			—		63
Adjustment for accrued liabilities		—		—		2,394			—		2,394
Adjustment to property, plant and equipment		—		—		—			1,123		1,123
Acquisitions during fiscal 2013		4,209		5,419		—			—		9,628

Change in goodwill during fiscal 2013	$	4,209	$	5,419	$	1,756		$	1,123	$	12,507

The Modesto, Acquired Hostess Bread Assets, and Lepage acquisitions are discussed in Note 7, Acquisitions, below. Changes were made to goodwill during fiscal 2013 and 2012 to correct errors for certain prior period acquisitions that are past their measurement periods. Lepage goodwill increased by $0.9 million for an adjustment to accrued liabilities and was corrected during the fourth quarter of fiscal year 2013. Other goodwill increased by $1.1 million for an adjustment to property, plant and equipment and was corrected during the second quarter of fiscal year 2013.

As of December 28, 2013 and December 29, 2012, the company had the following amounts related to amortizable intangible assets (amounts in thousands):


	December 28, 2013						December 29, 2012
Asset	Cost		Accumulated Amortization		Net Value		Cost		Accumulated Amortization		Net Value
Trademarks	$	71,727	$	11,697	$	60,030	$	71,727	$	9,243	$	62,484
Customer relationships		169,921		32,688		137,233		157,921		24,275		133,646
Non-compete agreements		4,274		2,751		1,523		4,274		1,719		2,555
Distributor relationships		4,123		1,199		2,924		4,123		924		3,199
Supplier agreements		1,050		1,050		—		1,050		1,050		—

Total	$	251,095	$	49,385	$	201,710	$	239,095	$	37,211	$	201,884

As of December 28, 2013 and December 29, 2012, there was $455.0 million and $186.5 million of indefinite-lived intangible trademark assets separately identified from goodwill, respectively. These trademarks are classified as indefinite-lived because they are well established brands, many older than forty years old with a long history and well defined markets. In addition, we are continuing to use these brands both in their original markets and throughout our expansion territories. We believe these factors support an indefinite-life assignment with an annual impairment analysis to determine if the trademarks are realizing the expected economic benefits. The increase in the indefinite-lived intangible trademark assets originated with the acquisitions of the Acquired Hostess Assets described in Note 7, Acquisitions, during fiscal 2013.

Net amortization expense for fiscal 2013, 2012, and 2011 was as follows (amounts in thousands):


	Fiscal 2013		Fiscal 2012		Fiscal 2011
Total	$	11,741	$	9,253	$	7,176

Estimated amortization of intangibles for 2014 and the next four years thereafter is as follows (amounts in thousands):


	Amortization of Intangibles
2014	$	11,741
2015	$	11,495
2016	$	11,069
2017	$	10,597
2018	$	10,449

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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