Acquisitions (Tables)

4 Months Ended

Apr. 20, 2013

Summary of Potential Payment Of Holdback Amount

The table below reflects the potential payments 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

Fair Value of Stock Consideration

The table below outlines the determination of fair value and provides the assumptions used in the calculation:

Restriction lapse year	2012			2013			2014			2015			2016			Total
Value of Flowers shares issued (thousands)	$	25,000		$	10,000		$	5,000		$	5,000		$	5,000		$	50,000
Implied fair value of restricted shares (thousands)	$	23,626		$	9,154		$	4,447		$	4,363		$	4,297		$	45,887
Exercise price (per share)	$	20.48		$	20.48		$	20.48		$	20.48		$	20.48
Expected term (yrs)		0.37			1.00			2.00			3.00			4.00
Volatility (%)		25.0	%		25.0	%		25.0	%		25.0	%		25.0	%
Risk-free rate (%)		0.1	%		0.2	%		0.2	%		0.3	%		0.4	%
Dividend yield (%)		3.0	%		3.0	%		3.0	%		3.0	%		3.0	%

Pro Forma Consolidated Results of Operations

The following unaudited pro forma consolidated results of operations have been prepared as if the acquisition of Lepage occurred at the beginning of fiscal 2012 (amounts in thousands, except per share data). 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.

	For the Sixteen Weeks Ended April 21, 2012
Sales:
As reported	$	898,206
Pro forma	$	948,382
Net income:
As reported	$	37,943
Pro forma	$	38,438
Basic net income per common share:
As reported	$	0.28
Pro forma	$	0.28
Diluted net income per common share:
As reported	$	0.28
Pro forma	$	0.28

Lepage Bakeries Inc

Schedule of Identified Assets Acquired and Liabilities Assumed

The following table summarizes the consideration transferred to acquire Lepage and the amounts of identified assets acquired and liabilities assumed based on the estimated fair value at the acquisition date (amounts in thousands):

Fair value of consideration transferred:
Cash	$	300,000
Cash paid for preliminary tax adjustment		18,426
Net working capital adjustment estimate		121
Deferred payment obligations		17,663
Flowers Foods, Inc. common stock		45,887
Total fair value of consideration transferred	$	382,097
Recognized amounts of identifiable assets acquired and liabilities assumed:
Financial assets	$	11,658
Inventories		4,537
Property, plant, and equipment		59,970
Assets held for sale — Distributor routes		16,161
Identifiable intangible assets estimate		256,400
Deferred income taxes, net		(1,137	)
Financial liabilities		(15,698	)
Net recognized amounts of identifiable assets acquired	$	331,891
Goodwill	$	50,206

Schedule Of Intangible Assets Subject To Amortization

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

	Amount		Weighted average amortization years
Customer relationships	$	69,000		25.0
Non-compete agreements		2,400		4.0
	$	71,400		24.3

Sara Lee and Earthgrains acquisition of trademark licenses

Schedule of Identified Assets Acquired and Liabilities Assumed

The following table summarizes the consideration transferred to acquire these licenses and the amounts of identified assets acquired and liabilities assumed based on the estimated fair value at the acquisition date (amounts in thousands and are preliminary):

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		27,822
Identifiable intangible asset — trademark		79,500
Identifiable intangible asset — customer relationships		12,000
Deferred income taxes, net		(32,128	)
Net recognized amounts of identifiable assets acquired	$	93,670
Bargain purchase gain	$	51,320