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Acquisition (Tables)
4 Months Ended
Apr. 19, 2025
Business Combinations [Abstract]  
Summary of Consideration Paid and Identifiable Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary fair value of purchase consideration paid for Simple Mills and the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed based on their estimated fair value. The goodwill, identifiable intangible assets, taxes, and certain other assets and liabilities and post-close purchase price adjustments are still under review. When all relevant information is obtained, resulting changes, if any, to our provisional purchase price allocation will be adjusted to reflect new information obtained about the facts and circumstances that existed as of the respective acquisition date that, if known, would have affected the measurement of the amounts recognized as of those dates.

 

Fair value of consideration transferred:

 

 

 

Cash consideration paid at closing

 

$

830,713

 

Payable to seller

 

 

17,824

 

Total consideration

 

$

848,537

 

 

 

 

Recognized amounts of identifiable assets acquired and
   liabilities assumed:

 

 

 

Cash and cash equivalents

 

$

38,833

 

Accounts receivable, net of allowances

 

 

18,065

 

Inventories

 

 

19,612

 

Property, plant, and equipment

 

 

1,729

 

Operating lease right-of-use assets

 

 

1,668

 

Customer relationships

 

 

173,100

 

Trademarks - infinite-lived

 

 

334,300

 

Other financial assets

 

 

1,936

 

Total identifiable assets acquired

 

$

589,243

 

Current maturities of operating leases

 

 

1,172

 

Accounts payable

 

 

14,702

 

Other financial liabilities

 

 

7,621

 

Deferred income taxes, net

 

 

104,098

 

Total liabilities assumed

 

$

127,593

 

Total identifiable net assets acquired

 

$

461,650

 

Goodwill

 

$

386,887

 

 

Schedule of Acquired Intangible Assets Subject to Amortization

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

 

 

 

Total

 

 

Amortization years

 

Amortization Method

Customer relationships

 

$

173,100

 

 

17

 

Straight-line

Trademarks

 

 

334,300

 

 

Indefinite

 

N/A

Total intangible assets

 

$

507,400

 

 

 

 

 

Schedule of Supplemental Pro Forma Revenue And Net Earnings of The Combined Entity Had The Acquisition Date The following table provides the supplemental pro forma net sales and net income of the combined entity had the acquisition date of Simple Mills been December 31, 2023, the first day of Fiscal 2024 (amounts in thousands):

 

 

For the Sixteen Weeks Ended

 

 

April 19, 2025

 

April 20, 2024

 

Net sales

$

1,590,117

 

 

$

1,630,003

 

Net income attributable to Flowers Foods

$

58,711

 

 

$

52,026