3. ACQUISITION

Dave’s Killer Bread

On September 12, 2015, the company completed the acquisition of 100% of the stock of Dave’s Killer Bread (“DKB”), the nation’s best-selling organic bread, from its shareholders for total cash payments of approximately $281.7 million inclusive of payments for certain tax benefits. We believe the acquisition of DKB strengthens our position as the second-largest baker in the U.S. by giving us access to the fast growing organic bread category and expanding our geographic reach into the Pacific Northwest. The DKB acquisition has been accounted for as a business combination and is included in our DSD Segment. The results of DKB’s operations are included in the company’s Condensed Consolidated Financial Statements beginning on September 13, 2015. The total preliminary goodwill recorded for this acquisition was $142.3 million and it is not deductible for tax purposes.

During the twelve and forty weeks ended October 10, 2015, the company incurred $4.5 million of acquisition-related costs for DKB. The acquisition-related costs for DKB are recorded in the selling, distribution and administrative expense line item in our Condensed Consolidated Statements of Income. DKB contributed $9.7 million in sales during the twelve and forty weeks ended October 10, 2015.

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. We anticipate changes in the cash consideration paid for final resolution of a working capital adjustment. We will also continue reviewing the final recognized amounts of identifiable assets acquired and liabilities assumed (amounts in thousands):

Fair Value of consideration transferred:
Cash consideration paid	$	281,731

Recognized amounts of identifiable assets acquired and liabilities assumed:
Property, plant, and equipment		9,908
Identifiable intangible asset - trademark		111,400
Identifiable intangible asset - customer list		68,200
Identifiable intangible asset - non-compete agreements		700
Deferred income taxes		(61,682	)
Financial assets		10,949
Net recognized amounts of identifiable assets acquired		139,475
Goodwill	$	142,256

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	$	111,400		40.0	Straight-line
Customer relationships		68,200		25.0	Sum of year digits
Non-compete agreements		700		2.0	Straight-line
	$	180,300		34.2

DKB operates one production facility in Milwaukie, Oregon and has widespread distribution across the U.S. and Canada. The primary reason for the acquisition was to purchase the leading brand of organic bakery products in the U.S.

The fair value of trade receivables is $14.0 million. The gross amount of the receivable is $14.3 million of which $0.3 million is determined to be uncollectible. We did not acquire any other class of receivables as a result of the acquisition.

Unaudited pro forma consolidated results of operations for the DKB acquisition are not included because the company determined that they are immaterial.