Acquisition (Tables)

9 Months Ended

Oct. 06, 2012

Fair Value of Stock Consideration

The fair value of the stock consideration is computed in the following table:

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 acquisitions of Lepage and Tasty occurred at the beginning of fiscal 2011 (amounts in thousands, except per share data):

	For the     Twelve Weeks Ended     October 8, 2011		For the     Forty Weeks Ended     October 8, 2011		For the     Forty Weeks Ended     October 6, 2012
Sales:
As reported	$	675,369	$	2,119,790	$	2,297,049
Pro forma	$	718,891	$	2,341,667	$	2,396,569
Net income:
As reported	$	31,019	$	100,390	$	97,554
Pro forma	$	35,545	$	104,984	$	97,503
Basic net income per common share:
As reported	$	0.23	$	0.74	$	0.72
Pro forma	$	0.26	$	0.76	$	0.71
Diluted net income per common share:
As reported	$	0.23	$	0.73	$	0.71
Pro forma	$	0.26	$	0.76	$	0.70

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
Accrued working capital adjustment estimate		158
Deferred payment obligations		17,663
Flowers Foods, Inc. common stock		45,887
Total fair value of consideration transferred	$	382,134
Recognized amounts of identifiable assets acquired and liabilities assumed:
Financial assets	$	11,487
Inventories		4,537
Property, plant, and equipment		60,332
Assets Held for sale – Distributor routes		10,000
Identifiable intangible assets estimate		256,400
Deferred income taxes		(1,318)
Financial liabilities		(15,526)
Net recognized amounts of identifiable assets acquired	$	325,912
Goodwill	$	56,222

Schedule Of Allocation Of Intangible Assets Subject To Amortization

The following table presents the allocation of 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

Tasty Baking Company

Schedule of Identified Assets Acquired and Liabilities Assumed

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

Fair value of consideration transferred:
Total tender, merger consideration, debt cash payments and change in control payments	$	172,109
Recognized amounts of identifiable assets acquired and liabilities assumed:
Financial assets	$	44,153
Inventories		7,789
Property, plant, and equipment		99,796
Identifiable intangible assets		51,419
Deferred income taxes		15,516
Financial liabilities		(66,359)
Net recognized amounts of identifiable assets acquired	$	152,314
Goodwill	$	19,795

Schedule Of Allocation Of Intangible Assets Subject To Amortization

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

	Amount		Weighted average             Amortization              years
Trademarks	$	36,409	40.0
Customer relationships		13,487	25.0
Distributor relationships		1,523	15.0
	$	51,419	35.3