2. Acquisitions

In July 2014, BBX Sweet Holdings acquired Jer’s Chocolates (“Jer’s”), a California based distributor of peanut butter chocolate products internationally and in the United States and in a separate transaction, BBX Sweet Holdings acquired Helen Grace Chocolates (“Helen Grace”), a California based manufacturer of premium chocolate confections, chocolate bars, chocolate candies and truffles.

In January 2014, BBX Sweet Holdings acquired Williams & Bennett, including its other brand Big Chocolate Dipper. Williams & Bennett is headquartered in Boynton Beach, Florida and is a manufacturer of chocolate products serving boutique retailers, big box chains, department stores, national resort properties, corporate customers, and private label brands.

The following tables summarize the fair value of the assets acquired and liabilities assumed and the net cash outflows from the Williams & Bennett, Jer’s, and Helen Grace acquisitions at the acquisition dates (in thousands):



Fair value of identifiable assets
acquired and liabilities assumed:
Trade receivables	$	49
Inventories		3,224
Properties and equipment		1,157
Other intangible assets		2,374
Other assets		406
Note payable		(186)
Other liabilities		(522)
Fair value of identifiable net assets		6,502
Goodwill		543
Purchase consideration		5,213
Bargain purchase gain	$	(1,832)

Purchase consideration	$	5,213
Holdback Amounts		(750)
Discount on Holdback Amount		36
Net cash outflows from acquisition	$	4,499

The purchase consideration for the acquisition of the assets and assumption of certain liabilities of Helen Grace was less than the fair value of the net assets acquired and resulted in a bargain purchase gain of $1.8 million. This gain was recognized in the Company’s consolidated statements of operations in selling, general and administrative expenses. Management believes that it was able to acquire Helen Grace for a bargain purchase price because Helen Grace was a distressed company.

The aggregate trade sales for Williams & Bennett, Jer’s and Helen Grace included in the Company’s statement of operations for the three months ended September 30, 2014 was $2.4 million.

The aggregate earnings for Williams & Bennett, Jer’s and Helen Grace included in the Company’s statement of operations for the three months ended September 30, 2014 was $1.9 million.

The aggregate trade sales for Williams & Bennett, Jer’s and Helen Grace included in the Company’s statement of operations for the nine months ended September 30, 2014 was $4.0 million.

The aggregate earnings for Williams & Bennett, Jer’s and Helen Grace included in the Company’s statement of operations for the nine months ended September 30, 2014 was $1.6 million.

Included in aggregate earnings in the Company’s statements of operations for the three and nine months ended September 30, 2014 was the Helen Grace $1.8 million bargain purchase gain.

In October 2014, BBX Sweet Holdings acquired the outstanding common shares of Anastasia Confections (“Anastasia”), a premium confections company founded in 1984. Headquartered in an 80,000 square foot production facility in Orlando, Florida, Anastasia manufactures gourmet coconut and chocolate candy, salt water taffy, and other chocolate gift products. The purchase consideration of $11.5 million consisted of $4.0 million of cash at closing and a promissory note of $7.5 million, bearing interest at 5%, with four annual installments of principal and interest due from 2015 to 2018. The promissory note is guaranteed by BBX Capital.

Certain business combination disclosures required by Topic 805-10-50-2 for the Anastasia acquisition, such as the fair value of the net assets acquired and the supplemental pro forma information, were not available at the date of filing. The Company engaged valuation firms to provide estimates of the fair value of the assets acquired and liabilities assumed and the valuation reports were not completed as of the filing date. Also, the seller needed additional time to provide the financial information requested by the Company to prepare the supplemental pro forma information. The estimates of the fair value of the assets acquired and liabilities assumed as well as the supplemental pro forma information will be disclosed in a subsequent filing.

The Company incurred $0.1 million and $0.3 million of acquisition related costs in connection with the above acquisitions during the three and nine months ended September 30, 2014. The acquisition related costs were recognized in selling, general and administrative expenses in the Company’s statements of operations for the three and nine months ended September 30, 2014.