BARCLAYS GLOBAL CONSUMER STAPLES CONFERENCE
SEPTEMBER 2018
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BARCLAYS GLOBAL CONSUMER STAPLES CONFERENCE SEPTEMBER 2018 1 - - PowerPoint PPT Presentation
BARCLAYS GLOBAL CONSUMER STAPLES CONFERENCE SEPTEMBER 2018 1 REGARDI RDING F FORWARD RD-LOOKI KING S STATEM EMEN ENTS Statements contained in this press release that are not historical facts are forward-looking statements.
BARCLAYS GLOBAL CONSUMER STAPLES CONFERENCE
SEPTEMBER 2018
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REGARDI RDING F FORWARD RD-LOOKI KING S STATEM EMEN ENTS
Statements contained in this press release that are not historical facts are forward-looking statements. Forward-looking statements relate to current expectations regarding
trends and market forces, and integration plans and expected benefits of transactions and are often identified by the use of words and phrases such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "should," "will," "would," "is likely to," "is expected to" or "will continue," or the negative of these terms or other comparable terminology. All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected. Other factors that may cause actual results to differ from the forward-looking statements contained in this release and that may affect the company's prospects in general include, but are not limited to, (a) general economic and business conditions and the competitive conditions in the baked foods industry, including promotional and price competition, (b) changes in consumer demand for our products, including changes in consumer behavior, trends and preferences, including health and whole grain trends, and the movement toward more inexpensive store-branded products, (c) the success of productivity improvements and new product introductions, (d) a significant reduction in business with any of our major customers including a reduction from adverse developments in any of our customer's business, including as a result of product recalls or safety concerns related to our products, (e) fluctuations in commodity pricing, (f) energy and raw material costs and availability and hedging and counterparty risk, (g) our ability to fully integrate recent acquisitions into our business, (h) our ability to achieve cash flow from capital expenditures and acquisitions and the availability of new acquisitions that build shareholder value, (i) our ability to successfully implement our business strategies, including those strategies the company has initiated under Project Centennial, which may involve, among other things, the integration of recent acquisitions or the acquisition or disposition of assets at presently targeted values, the deployment of new systems and technology and an enhanced organizational structure, (j) consolidation within the baking industry and related industries, (k) disruptions in our direct-store delivery system, including litigation or an adverse ruling from a court or regulatory or government body that could affect the independent contractor classification of our independent distributors, (l) increasing legal complexity and legal proceedings that we are or may become subject to, (m) product recalls or safety concerns related to our products, and (n) the failure of our information technology systems to perform adequately, including any interruptions, intrusions or security breaches of such systems. The foregoing list of important factors does not include all such factors, nor necessarily present them in order of
Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission ("SEC") and disclosures made in other filings with the SEC and company press releases, for other factors that may cause actual results to differ materially from those projected by the company. We caution you not to place undue reliance on forward-looking statements, as they speak only as of the date made and are inherently uncertain. The company undertakes no obligation to publicly revise or update such statements, except as required by law.
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PRESEN ENTERS A AND AGEN ENDA
President & Chief Executive Officer
Chief Financial Officer & Chief Administrative Officer
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LEADIN ING F FRE RESH SH B BAKERY B BRA RANDS DRI DRIVE O OUR R BUSIN SINESS
Non-retail &
24% Branded breads 49% Branded snack cakes 11% Branded retail 59%
TTM* Sales $3.9 billion
Sales Overview Brand Portfolio Highlights
* 52 weeks ended Q2 2018 Source: SDW DSD + WD 52 Weeks Ending July 14, 2018
Store branded retail 16%
#1 loaf bread brand #1 organic bread brand 98% consumer awareness Iconic snack cakes since 1914
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BR BROAD SCA CALE I IS A A PLA LATFORM F FOR PR PROFI FITABLE G GROWTH
Operating bakeries
f the U e U.S. populati tion
Warehouse distribution NATIO
Channels s served
employees
independent distributors
Dire rect-store re-di distribu bution a n acces cess s to
Information as of year-end fiscal 2017
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MULT LTI-YEAR AR T TRANSFORMATION U N UND NDERWAY
FY17
adjacencies, and proactive M&A
DRIVE GROWTH IMPROVE PROFITABILITY
FY18 FY19 and beyond
PROJECT CENTENNIAL STRATEGIC PRIORITIES
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FRESH B H BAKERY M MARKET I IS L LARGE GE A AND G GROWING
$22. $22.5 $23. $23.1 $23. $23.7 $23. $23.9 $24. $24.1
$0.0 $5.0 $10.0 $15.0 $20.0 $25.02013 2014 2015 2016 2017
Billions
US US Fres esh B Baker ery - Retail O Outlets(1)
1)
Retail Outlets = $24.1 billion(1)
Foodservice = $7.4 billion(2)
(1) Data for Retail Outlets sourced from IRI. FY 2017. (2) Data for Foodservice sourced from Techonomic 2017
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STRONG C COM OMPET PETITIVE POS OSITION
IRI Flowers custom data base Total US Multi Outlet + Convenience – 12 weeks ending July 15, 2018
Flowers is growing share with differentiated products
FLOWERS, 15.9 BBU, 29.6 PEPPERIDGE FARM, 5.8 INDEPENDENT BAKERS, 24.2 STORE BRAND, 24.5
Fresh Packag aged B Bread ad D Dollar Share
14.7 15.1 15.1 15.4 15.9 Q2 2014 Q2 2015 Q2 2016 Q2 2017 Q2 2018
Flo lowers D Dolla llar S Share Fre resh h Packaged B Bre reads
$179.8 $220.9 $275.5 $357.8 $490.4 $566.1
13 FY 14 FY 15 FY 16 FY 17 FY 52 WE 07/15/18
Organic Fresh Packaged Bread Market
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POSITIVE U E UNDER ERLYING CON ONSUMER ER T TREN ENDS
Source: IRI Custom Database Total US Multi Outlet + Convenience.
Strong demand for differentiated products
Flower ers o s organic brea ead s share: e:
58.5 58.5
26.9% 26.5% 26.0% 24.9% 24.6% 24.4%
13 FY 14 FY 15 FY 16 FY 17 FY 52 WE 07/15/18
Store Br Brand F Fresh P Pack ckaged Br Breads Shar are Organi nic F Fresh P h Packaged B ed Bread d Mark rket et
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TODAY’S C CONS NSUMER
The market is changing as consumers expect more from their food MORE CHANNELS Increasing accessibility MORE INNOVATIVE Seeking the different MORE RELEVANT Fitting lifestyle, values
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ST STRATE TEGIC IC P PRI RIORITIE ITIES T TO C CRE REATE V VALUE
DRIVE G GROW OWTH
IMPR PROVE PR PROF OFITABILITY
RE REINVIG IGORATIN TING T THE C CORE RE B BUSIN SINESS SS
New Nature’s Own Perfectly Crafted reflects investments in brand growth and innovation The Wonder/USO partnership drove in-store displays
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DK DKB G GROWTH C CONTIN TINUES
Source: IRI Custom Database Total US Multi Outlet + Convenience, 12 weeks ended July 15, 2018
$56.9 $83.0
17Q2 18Q2
To Total D DKB Ret etail S Sales es (in m millions)
+45. 45.8%
Product launch in 17Q2 more than doubled share in Breakfast Segment
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MARKET S SHA HARE OPPORTU TUNIT ITIE IES S BEYOND L LOAF B BRE READS
$4.0 $1.9 $1.9 $3.4 $1.6 $0.3 $0.3 $0.1
$0.0 $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 $3.5 $4.0 $4.5Traditional Loaf Specialty/Premium Loaf Sandwich Bun/Roll Breakfast/Dinner/Other
Billions
Total Branded FLO
IRI Flowers custom data base Total US Multi Outlet + Convenience – 52 weeks ending July 15, 2018
Brand extensions and M&A in adjacent segments #1 in Traditional Loaf
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UND NDERDEVELOPED G GEOGR GRAPHI HIES A ALSO A A STRATEGI GIC F FOCUS
Mid South, South Central, & Southeast Northeast Great Lakes & Plains California & West
IRI Flowers custom data base Total US Multi Outlet + Convenience – 12 weeks ending July 15, 2018
Bolt-on acquisitions are a key part of our growth strategy
13.7 37.0 24.5 24.8 4.7 27.1 41.8 26.4 28.2 25.6 22.1 24.1 7.2 32.3 37.8 22.7 OTHER BRAND STORE BRAND BBU FLOWERS
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CAPI PITALIZE ZE ON ON P PRODUCT A ADJACEN ENCIES
Expand position and diversify in high-growth bakery categories
Build o
leadi ding ng foodser ervice p e position
Gro row i in-store b baker ery/del deli
Grow in b baked s ed snack cks
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ST STRATE TEGIC IC P PRI RIORITIE ITIES T TO C CRE REATE V VALUE
DRIVE G GROW OWTH IMPR PROVE PR PROF OFITABILITY
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FOCU CUSED O ON R REDUCI UCING COST STS A AND B BUI UILD LDING C CAPABI BILI LITIES
SCO2 Launched initiatives to achieve margin goals ORGANIZATION Headcount reduced ~9%1 PG&S $45m+ of gross savings realized
1. Employee count per form 10-K, FY 17 compared to FY 16 2. Supply chain optimization
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PROGRESS O ON SA SAVIN INGS I INITIA ITIATIV IVES
17FY-Act 18FY-Est Gross Savings from Tracked Initiatives
$32M $38M-$48M
commodities, wages, and freight
pressures
PG&S, SCO, and Org cost savings initiatives are on track
WORKI KING CAPI PITAL I IMPR PROVEM EMEN ENT E ENHANCING C CASH F FLOW
273.0 17.5 27.2 40.0
$ 322. 322.2 $ 357. 357.7 * * 17Q2-TTM 18Q2-TTM
Oper erating C g Cash F Flow Det etails
Pension Contributions VSIP (1) MEPP (2) Operating Cash Flow *Excludes the following:
$ 200 200 $ 155 155
17Q2 18Q2
Trade e Working C g Capital
$45M YOY decrease
20 Trade Working Capital = Accounts receivable plus Inventories less Accounts Payable (1) VSIP = Voluntary Separation Incentive Program (2) MEPP = Multi-Employer Pension Plan
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SEC ECOND ND Q QUARTER 2018 S SUMMARY:
FY 2 2018 O 18 OUTLOOK
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Revenue Change Other Adjusted EPS(1)
Flat to +1.6% $1.00 to $1.07
Depreciation & Amortization $145 to $150 million Net interest expense $11 to $12 million Effective tax rate 25.0% to 26.0% Diluted shares outstanding ~211.0 million Capital expenditures $95 to $105 million
GAAP EPS
$0.91 to $0.97
(1) Adjusted for matters affecting comparability. See non-GAAP reconciliations at the end of this slide presentation.
Risk Factors Impacting Back-Half:
by significant weather activity last year.
softer-than-expected sales volumes.
reduced manufacturing efficiencies.
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LO LONG-TER ERM T TREN ENDS & & C COS OST C COM OMPO PONENTS
0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0%
1.0 1.5 2.0 2.5 3.0 3.5 4.0 4.5
04FY 05FY 06FY 07FY 08FY* 09FY 10FY 11FY 12FY 13FY 14FY* 15FY 16FY 17FY
EBITDA % of Sales Billions
Sales Adj EBITDA Mgn**
Stable sales and margin profile
* 53-week year; ** Adjusted for items affecting comparability. See non-GAAP reconciliations at the end of the slide presentation. *** Includes direct labor and indirect manufacturing expenses.
Ing & Pkg 28.7% Conversion*** 22.5% Shipping/ Distribution 22.7% SG&A and Other 14.6% Adj. EBITDA** 11.5%
Components of Adj EBITDA** % of 17FY Sales
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BALANCE CED C CAPITAL A L ALLOCA CATION
$86 $93 $102 $120 $131 $141 $19 $9 $39 $7 $126 $3 $318 $416 $395 12FY 13FY 14FY* 15FY 16FY 17FY Dividends Share Repurchases Cash for Acquisitions
Capit ital A l Allo locatio ion P Prin rincip iple les:
Focused on consistent, prudent use of capital
*53-week year
(Amounts in millions)
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INVES ESTME MENT-GRAD ADE F FINANC NANCIAL AL POSITION
$919 $759 $1,005 $958 $832 $826
13FY 14FY 15FY 16FY 17FY 18Q2 Since end of fiscal 2015, Reduced total debt and capital lease obligations by $179M
$5 $11 $5 $4 $402 $406
18FY 19FY 20FY 21FY 22FY 23FY+ Total Debt & Capital Leases At 18Q2, leverage ratio of 1.8X, ~$677M available liquidity
arrangements
Total Debt & Capital Leases Aggregate Maturities at 18Q2
(Amounts in millions)
Maintaining flexibility to capitalize on value-creating opportunities
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OBJ BJECT CTIVES F FOR 2 2019 & BE & BEYOND
Well-positioned to deliver solid returns over the long-term
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FLO LOWERS L LONG-TER ERM OP OPPO PORTUNITY
Leader in a huge category that is relevant to consumers and profitable for retailers Has strong competitive advantages and a robust platform for continued growth Adapting to an ever-changing marketplace to drive shareholder value
Clea ear s strateg egic priori
to
shareho holde der v value ue Well-positioned to deliver top-tier shareholder returns
REG EGARDING NG N NON-GAAP F FINA NANC NCIAL M MEA EASURES
The company prepares its consolidated financial statements in accordance with U.S. Generally Accepted Accounting Principles (GAAP). However, from time to time, the company may present in its public statements, press releases and SEC filings, non-GAAP financial measures such as, EBITDA, adjusted EBITDA, adjusted EBIT, EBITDA margin, adjusted EBITDA margin, adjusted net income, adjusted operating income, adjusted operating income by segment, adjusted EBIT by segment, adjusted EPS, adjusted income tax expense, adjusted selling, distribution and administrative expenses (SD&A), gross margin excluding depreciation and amortization and the ratio of net debt to adjusted EBITDA. The reconciliations attached provide reconciliations of the non-GAAP measures used in this presentation or release to the most comparable GAAP financial measure. The company’s definitions of these non-GAAP measures may differ from similarly titled measures used by others. These non-GAAP measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP. The company defines EBITDA as earnings from continuing operations before interest, income taxes, depreciation, amortization and income attributable to non- controlling interest. The company believes that EBITDA is a useful tool for managing the operations of its business and is an indicator of the company's ability to incur and service indebtedness and generate free cash flow. EBITDA is used as the primary performance measure in the company's 2014 Omnibus Equity and Incentive Compensation Plan. Furthermore, pursuant to the terms of our credit facility, EBITDA is used to determine the company's compliance with certain financial covenants. The company also believes that EBITDA measures are commonly reported and widely used by investors and other interested parties as measures of a company's operating performance and debt servicing ability because EBITDA measures assist in comparing performance on a consistent basis without regard to depreciation or amortization, which can vary significantly depending upon accounting methods and non-operating factors (such as historical cost). EBITDA is also a widely-accepted financial indicator of a company's ability to incur and service indebtedness. EBITDA should not be considered an alternative to (a) income from operations or net income (loss) as a measure of operating performance; (b) cash flows provided by operating, investing and financing activities (as determined in accordance with GAAP) as a measure of the company's ability to meet its cash needs; or (c) any other indicator of performance or liquidity that has been determined in accordance with GAAP. The company defines adjusted EBITDA, adjusted EBIT, EBITDA margin, adjusted EBITDA margin, adjusted net income, adjusted operating income, adjusted
excluding the impact of asset impairment charges, Project Centennial consulting costs, lease terminations and legal settlements, acquisition-related costs, and pension plan settlements. Adjusted income tax expense also excludes the impact of tax reform. The company believes that these measures, when considered together with its GAAP financial results, provides management and investors with a more complete understanding of its business operating results, including underlying trends, by excluding the effects of certain charges. Net debt to EBITDA is used as a measure of financial leverage employed by the company. Gross margin excluding depreciation and amortization is used as a performance measure to provide additional transparent information regarding our results of operations on a consolidated and segment basis. Changes in depreciation and amortization are separately discussed and include depreciation and amortization for materials, supplies, labor and other production costs and operating activities. Presentation of gross margin includes depreciation and amortization in the materials, supplies, labor and other production costs according to GAAP. Our method of presenting gross margin excludes the depreciation and amortization components, as discussed
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RE RECONCIL ILIA IATIO ION O OF N NON-GAA GAAP F FINAN NANCIAL AL M MEASURES
17FY 16FY 15FY 14FY 13FY 12FY 11FY 10FY 09FY 08FY 07FY 06FY 05FY 04FY Net Income attributable to Flowers Foods, Inc. 150,120 $ 163,776 $ 189,191 $ 175,739 $ 230,894 $ 136,121 $ 123,428 $ 137,047 $ 130,297 $ 119,233 $ 94,615 $ 81,043 $ 61,231 $ 50,774 $ (Income)/loss from discontinued operations, net of tax
1,627 3,486 Cumulative effect of a change in accounting principle
3,074 3,500 3,255 2,904 1,769 Income tax expense (benefit) (827) 85,761 103,840 92,315 91,479 72,651 68,538 73,333 74,047 67,744 54,970 45,304 39,861 35,071 Interest income, net 13,619 14,353 4,848 7,341 12,860 9,739 (2,940) (4,518) (1,426) (7,349) (8,404) (4,946) (6,337) (8,826) Depreciation and amortization 146,719 140,869 132,175 128,961 118,491 102,690 94,638 85,118 80,928 73,312 66,094 64,250 59,344 56,702 EBITDA from Continuing Operations 309,631 404,759 430,054 404,356 453,724 321,201 283,664 290,980 287,261 256,014 210,775 182,743 158,630 138,976 Asset impairment and facility closure costs/divestiture
4,507 9,301
(1,844)
18,268
4,649 6,646
6,543 10,500
37,306 6,324
104,130
9,560 6,240
(28,875)
449,808 $ 453,106 $ 440,748 $ 429,044 $ 421,429 $ 330,761 $ 294,318 $ 290,980 $ 287,261 $ 256,014 $ 210,775 $ 182,743 $ 158,630 $ 138,976 $ Net Sales 3,920,733 $ 3,926,885 $ 3,778,505 $ 3,748,973 $ 3,732,616 $ 3,031,124 $ 2,759,367 $ 2,560,787 $ 2,600,849 $ 2,414,892 $ 2,036,674 $ 1,888,654 $ 1,715,869 $ 1,551,308 $ Adjusted EBITDA Margin 11.5% 11.5% 11.7% 11.4% 11.3% 10.9% 10.7% 11.4% 11.0% 10.6% 10.3% 9.7% 9.2% 9.0% Flowers Foods Reconciliation of Net Income to Adjusted EBITDA (000's omitted)
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RE RECONCIL ILIA IATIO ION O OF N NON-GAA GAAP F FINAN NANCIAL AL M MEASURES
For the 12 Week Period Ended For the 12 Week Period Ended For the 16 Week Period Ended For the 12 Week Period Ended Trailing 52 Week Period Ended October 7, 2017 December 30, 2017 April 21, 2018 July 14, 2018 July 14, 2018 Net income (loss) (33,571) $ 78,533 $ 51,247 $ 45,442 $ 141,651 $ Income tax expense (benefit) (22,925) (34,709) 18,534 4,337 (34,763) Interest expense, net 2,730 2,563 2,901 1,748 9,942 Depreciation and amortization 32,972 32,431 44,189 35,098 144,690 EBITDA (loss) (20,794) 78,818 116,871 86,625 261,520 Project Centennial consulting costs 7,050 5,461 6,432 2,215 21,158 Restructuring and related impairment charges 100,549 3,581 1,259 801 106,190 Multi-employer pension plan withdrawal costs 18,268
Pension plan settlement loss 3,030 1,619 4,668 1,035 10,352 Legal settlement 4,253 1,475 1,350 8,345 15,423 Loss on inferior ingredients
3,884 Adjusted EBITDA 112,356 $ 90,954 $ 132,902 $ 102,905 $ 439,117 $ Flowers Foods, Inc. Reconciliation of GAAP to Non-GAAP Measures (000's omitted) Reconciliation of Net Income (Loss) to Adjusted EBITDA
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RE RECONCIL ILIA IATIO ION O OF N NON-GAA GAAP F FINAN NANCIAL AL M MEASURES
As of July 14, 2018 Current maturities of long-term debt and capital lease obligations 9,706 $ Long-term debt and capital lease obligations 816,126 Total debt and capital lease obligations 825,832 Less: Cash and cash equivalents 29,554 Net Debt 796,278 $ Adjusted EBITDA for the Trailing Twelve Months Ended July 14, 2018 439,117 $ Ratio of Net Debt to Trailing Twelve Month EBITDA 1.8 Reconciliation of Debt to Net Debt and Calculation of Net Debt to Trailing Twelve Month Adjusted EBITDA Ratio Flowers Foods, Inc. Reconciliation of GAAP to Non-GAAP Measures (000's omitted)
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RE RECONCIL ILIA IATIO ION O OF N NON-GAA GAAP F FINAN NANCIAL AL M MEASURES
Net income per diluted common share 0.91 $ to 0.97 $ Project Centennial reorganization and consulting costs 0.04 0.05 Loss on inferior ingredients 0.02 0.02 Legal settlements 0.03 0.03 Pension plan settlement loss 0.02 0.02 Multi-employer pension plan withdrawal costs 0.01 0.01 Adjustment to prior year provisional tax reform benefit (0.03) (0.03) Adjusted net income per diluted common share 1.00 $ to 1.07 $ Flowers Foods, Inc. Reconciliation of GAAP to Non-GAAP Measures Reconciliation of Earnings per Share - Full Year Fiscal 2018 Guidance Range Estimate