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Acquisitions (Tables) | 4 Months Ended
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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 |

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