Acquisition

On March 13, 2015, we acquired all of the issued and outstanding capital stock of Flatout Holdings, Inc. (“Flatout”), a privately owned manufacturer and marketer of flatbread and pizza crusts based in Saline, Michigan. The purchase price, net of cash acquired, was $92.2 million and was funded by cash on hand. The purchase price is subject to the finalization of cash and net working capital adjustments. Flatout is reported in our Specialty Foods segment, and its results of operations have been included in our condensed consolidated financial statements from the date of acquisition, but such results were not material to our condensed consolidated financial statements.

The following preliminary purchase price allocation is based on the estimated fair value of the net assets acquired, as adjusted for the estimate of the final net working capital of $0.2 million recorded as of March 31:



Balance Sheet Captions	Allocation
Receivables	$	2,532
Inventories	3,748
Other current assets	512
Property, plant and equipment	7,198
Goodwill (not tax deductible)	36,883
Other intangible assets	47,100
Current liabilities	(2,310		)
Deferred tax liabilities	(3,225		)
Net assets acquired	$	92,438

Further adjustments are expected to the allocation above as the third-party valuation is finalized and certain tax aspects of the transaction and a customary post-closing review are completed during the measurement period.

The goodwill recognized above arose because the purchase price for Flatout reflects a number of factors including the future earnings and cash flow potential of Flatout and the avoidance of the time and costs which would be required (and the associated risks that would be encountered) to enhance our existing product offerings and enter the supermarket deli department. Goodwill also results from the workforce acquired with Flatout.

We have determined the preliminary values and lives of the other intangible assets listed in the allocation above as: $37.6 million for the tradename with an indefinite life; $5.0 million for the customer relationships with a 10-year life; $3.9 million for the technology / know-how with a 10-year life and $0.6 million for the non-compete agreements with a 5-year life. We will continue to evaluate these values and lives during the measurement period.

Pro forma results of operations have not been presented herein as the acquisition was not considered material to our results of operations.