Acquisition (Tables)

6 Months Ended

Jul. 12, 2025

Business Combination [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 are still under review. When relevant information is obtained, resulting changes to our provisional purchase price allocation are 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. We recognized a $19.0 million goodwill measurement period adjustment related to the valuation of trademarks and customer relationships, deferred taxes and assumed liabilities during the second quarter of Fiscal 2025. The impact to

the amortization expense on the Condensed Consolidated Statements of Income is immaterial for the twelve and twenty-eight weeks ended July 12, 2025 (amounts in thousands):


		Initial Preliminary Allocation				Measurement Period Adjustments				Updated Preliminary Allocation
Fair value of consideration transferred:
Cash consideration paid at closing		$	830,713			$	—			$	830,713
Payable to seller			17,824				48				17,872
Total consideration		$	848,537			$	48			$	848,585

Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents		$	38,833			$	—			$	38,833
Accounts receivable, net of allowances			18,065				—				18,065
Inventories			19,612				—				19,612
Property, plant, and equipment			1,729				—				1,729
Operating lease right-of-use assets			1,668				—				1,668
Customer relationships			173,100				4,700				177,800
Trademarks - infinite-lived			334,300				21,100				355,400
Other financial assets			1,936				—				1,936
Total identifiable assets acquired		$	589,243			$	25,800			$	615,043
Current maturities of operating leases			1,172				—				1,172
Accounts payable			14,702				—				14,702
Other financial liabilities			7,621				274				7,895
Deferred income taxes, net			104,098				6,450				110,548
Total liabilities assumed		$	127,593			$	6,724			$	134,317
Total identifiable net assets acquired		$	461,650			$	19,076			$	480,726
Goodwill		$	386,887			$	(19,028	)		$	367,859

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		$	177,800			17		Straight-line
Trademarks			355,400			Indefinite		N/A
Total intangible assets		$	533,200

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 Twelve Weeks Ended								For the Twenty-Eight Weeks Ended
	July 12, 2025				July 13, 2024				July 12, 2025				July 13, 2024
Net sales	$	1,242,835			$	1,282,398			$	2,832,952			$	2,912,401
Net income attributable to Flowers Foods	$	60,746			$	59,503			$	119,457			$	111,529