ACQUISITIONS (Tables)

6 Months Ended

Jul. 12, 2014

Summary of Potential Payment of Holdback Amount

The table below reflects the potential payments to us under each scenario (amounts in thousands):


	February 23, 2013 – November 20, 2013		November 21, 2013 – February 18, 2014		February 19, 2014 – May 19, 2014		May 20, 2014 – August 17, 2014
Co-pack decision	$	10,000	$	7,500	$	5,000	$	—
Bakery decision	$	10,000	$	10,000	$	7,500	$	5,000

Pro Forma Consolidated Results of Operations

The following unaudited pro forma consolidated results of operations have been prepared as if the acquisition of the Acquired Hostess Bread Assets occurred at the beginning of fiscal 2013 (amounts in thousands, except per share data). Unaudited pro forma consolidated results of operations for the Sara Lee and Earthgrains asset acquisitions are not included because the company determined that it is immaterial to our Condensed Consolidated Statements of Income.


	For the Twelve Weeks Ended July 13, 2013		For the Twenty- Eight Weeks Ended July 13, 2013
Sales:
As reported	$	898,153	$	2,028,963
Pro forma	$	898,153	$	2,028,963
Net income:
As reported	$	46,460	$	158,486
Pro forma	$	44,273	$	153,199
Basic net income per common share:
As reported	$	0.22	$	0.76
Pro forma	$	0.21	$	0.74
Diluted net income per common share:
As reported	$	0.22	$	0.75
Pro forma	$	0.21	$	0.72

Sara Lee and Earthgrains acquisition of trademark licenses

Schedule of Identified Assets Acquired and Liabilities Assumed

The following table summarizes the consideration paid to acquire these licenses and the amounts of identified assets acquired and liabilities assumed based on the estimated fair value at the acquisition date (amounts in thousands and are preliminary):


Fair value of consideration transferred:
Cash consideration transferred	$	49,950
Contingently refundable consideration (the “holdback”)		(7,600	)

Total consideration, net	$	42,350

Recognized amounts of identifiable assets acquired and liabilities assumed:
Property, plant, and equipment	$	6,476
Identifiable intangible asset — distribution rights		25,790
Identifiable intangible asset — trademarks		79,500
Identifiable intangible asset — customer relationships		12,000
Deferred income taxes, net		(31,345	)

Net recognized amounts of identifiable assets acquired	$	92,421

Bargain purchase gain	$	50,071

Acquired Hostess Bread Asset

Schedule of Identified Assets Acquired and Liabilities Assumed

The following table summarizes the consideration paid for the Acquired Hostess Bread Assets and liabilities assumed based on the estimated fair value at the acquisition date (amounts in thousands and are preliminary):


Fair value of consideration transferred:
Cash consideration transferred	$	355,342

Recognized amounts of identifiable assets acquired and liabilities assumed:
Property, plant, and equipment	$	159,714
Identifiable intangible asset — trademarks		189,000
Financial assets		4,988

Net recognized amounts of identifiable assets acquired	$	353,702

Gain on legal settlement		(1,400	)

Net recognized amounts of identifiable assets acquired and gain on settlement	$	352,302

Goodwill	$	3,040