ACQUISITIONS (Tables)

9 Months Ended

Oct. 04, 2014

The table below presents the changes to goodwill from December 28, 2013 to October 4, 2014 for the Acquired Hostess Bread Assets (amounts in thousands):


Goodwill reported on December 28, 2013 for the Acquired Hostess Bread Assets	$	5,419

Changes in goodwill for spare parts and final fair value adjustments		(3,503	)
Changes in goodwill for property, plant and equipment final fair value adjustments		6,683

Net changes to goodwill	$	3,180

Final Acquired Hostess Bread Assets goodwill	$	8,599

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. The acquisition was cycled early in our third quarter and is not applicable to the twelve weeks results. 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 (amounts in thousands, except per share data).


	For the Forty Weeks Ended October 5, 2013
Sales:
As reported	$	2,907,455
Pro forma	$	2,907,455
Net income:
As reported	$	192,374
Pro forma	$	187,087
Basic net income per common share:
As reported	$	0.93
Pro forma	$	0.90
Diluted net income per common share:
As reported	$	0.91
Pro forma	$	0.88

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 fair value at the acquisition date (amounts in thousands):


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

Recognized amounts of identifiable assets acquired and liabilities assumed:
Property, plant, and equipment	$	153,990
Identifiable intangible asset — trademarks		189,000
Financial assets		5,153

Net recognized amounts of identifiable assets acquired	$	348,143

Gain on legal settlement		(1,400	)

Net recognized amounts of identifiable assets acquired and gain on settlement	$	346,743

Goodwill	$	8,599

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 fair value at the acquisition date (amounts in thousands):


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