Acquisitions (Tables)

12 Months Ended

Jan. 02, 2016

Summary of Potential Payment of Holdback Amount

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

	February23, 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

Unaudited pro forma consolidated results of operations for the Sara Lee California and Earthgrains asset acquisitions are not included because the company determined that they are immaterial. Hostess filed for bankruptcy and ceased operations in November 2012 (the “Hostess Shutdown”). As a result, there were no sales related to the Acquired Hostess Assets for fiscal 2013 because of the Hostess Shutdown and there is no data to include in the pro forma presentation below. The acquisitions’ results from operations were included in our Consolidated Statements of Income during fiscal 2014 and, as a result, no pro forma data is presented (amounts in thousands, except per share data):

	Fiscal 2013
	52 weeks
Sales:
As reported	$	3,732,616
Pro forma	$	3,732,616
Net income:
As reported	$	230,894
Pro forma	$	227,076
Basic net income per common share:
As reported	$	1.11
Pro forma	$	1.09
Diluted net income per common share:
As reported	$	1.09
Pro forma	$	1.07

Alpine Valley Bread Company

Schedule of Identified Assets Acquired and Liabilities Assumed

The following table summarizes the consideration paid for Alpine based on the fair value at the acquisition date.  This table is based on preliminary valuations for the assets acquired and liabilities assumed.  The identifiable intangible assets, property, plant and equipment, and certain financial assets are still under review.  We will continue reviewing the final recognized amounts of identifiable assets acquired and liabilities assumed (amounts in thousands):

Fair Value of consideration transferred:
Cash consideration paid	$	109,340
Stock consideration paid		12,602
Total consideration paid		121,942
Recognized amounts of identifiable assets acquired and liabilities assumed:
Property, plant, and equipment		15,614
Identifiable intangible assets		64,600
Financial assets		5,687
Net recognized amounts of identifiable assets acquired		85,901
Goodwill	$	36,041

Schedule of Intangible Assets Subject to Amortization

The following table presents the acquired intangible assets subject to amortization (amounts in thousands, except amortization periods):

Dave’s Killer Bread

Schedule of Identified Assets Acquired and Liabilities Assumed

The following table summarizes the consideration paid for DKB based on the fair value at the acquisition date.  This table is based on preliminary valuations for the assets acquired and liabilities assumed.  The identifiable intangible assets and certain financial assets are still under review.  We will continue reviewing the final recognized amounts of identifiable assets acquired and liabilities assumed (amounts in thousands):

Fair Value of consideration transferred:
Cash consideration paid	$	282,115
Recognized amounts of identifiable assets acquired and liabilities assumed:
Property, plant, and equipment		9,769
Identifiable intangible assets		176,300
Deferred income taxes		(60,142	)
Financial assets		10,263
Net recognized amounts of identifiable assets acquired		136,190
Goodwill	$	145,925

Schedule of Intangible Assets Subject to Amortization

The following table presents the acquired intangible assets subject to amortization (amounts in thousands, except amortization periods):

	Total		Weighted average amortization years		Attribution Method
Trademarks	$	107,700		40.0	Straight-line
Customer relationships		68,000		25.0	Sum of year digits
Non-compete agreements		600		2.0	Straight-line
	$	176,300		34.1

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 assets		117,290
Deferred income taxes, net		(31,345	)
Net recognized amounts of identifiable assets acquired	$	92,421
Bargain purchase gain	$	50,071

Schedule of Intangible Assets Subject to Amortization

The following table presents the acquired intangible assets subject to amortization (amounts in thousands, except amortization periods):

	Total		Weighted average amortization years		Attribution Method
Trademarks	$	107,700		40.0	Straight-line
Customer relationships		68,000		25.0	Sum of year digits
Non-compete agreements		600		2.0	Straight-line
	$	176,300		34.1

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 assets		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

Changes to Goodwill by Acquisition

The table below presents the changes to goodwill from December 28, 2013 to January 3, 2015 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