Investor Update
May 2020
Investor Update May 2020 Regarding Forward-Looking Statements - - PowerPoint PPT Presentation
Investor Update May 2020 Regarding Forward-Looking Statements Statements contained in this press release that are not historical facts are forward-looking statements. Forward-looking statements relate to current expectations regarding our future
May 2020
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Regarding Forward-Looking Statements
Statements contained in this press release that are not historical facts are forward-looking statements. Forward-looking statements relate to current expectations regarding our future financial condition, performance and results of operations, planned capital expenditures, long-term objectives of management, supply and demand, pricing 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, (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
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
Flowers Investment Highlights
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Priorities to Drive Margins Leading Brands in a Large and Stable Market Focus on Shareholder Returns Executing on strategies designed to manage costs, leverage data-driven insights, and reposition our company for success Operate the #1 organic bread, loaf bread, and gluten-free bread brands in the U.S. in Dave’s Killer Bread, Nature’s Own, and Canyon Bakehouse. Dividend paid in 71 consecutive quarters and a management team that is aligned with shareholder interests Growth in Underdeveloped Markets Strategy developed to capitalize on underdeveloped regions and build share in $32-billion fresh bakery market
Busines ness O Over erview Value Creation Strategy Financial Review & Outlook
#1 loaf bread brand #1 organic bread brand #1 and FASTEST GROWING gluten-free
bread brand in U.S.
98% consumer awareness
Iconic snack cakes since 1914
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Leading Fresh Bakery Brands Drive Our Business
Non-retail &
24% Branded Breads 50% Branded Snack Cakes 10% Branded retail 60%
SALES O OVE VERVI VIEW BRAND P D PORTFOLIO H HIGHL HLIGHTS HTS
Source: Internal Sales Data Warehouse 52 Weeks Ended 12/28/2019
Store branded retail 16%
FY19 Sales
$4.1B
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Fresh Bakery Market Overview
$23.7 $23.9 $24.0 $24.3 $24.7
$- $5.0 $10.0 $15.0 $20.0 $25.0 $30.02015 2016 2017 2018 2019
$ in Billions
Large and stable market
$32.4B F FRESH B BAKERY M MARKET RETAIL & & FOODSE DSERVICE CE US FRESH B BAKERY - RE RETAIL O OUTLETS
$7.7B
Foodservice1
$24.7B
Retail Breads, Snack Cakes, Tortillas2
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Improving Competitive Position
18.2%
Flowers 29.8% BBU/ Sara Lee 6.0% Pepperidge Farm 25.6% Independent bakers 20.4% Store brands
0.6 0.5 0.4 0.8 0.9 0.9 0.8 0.3 1.3
18Q1 18Q2 18Q3 18Q4 19Q1 19Q2 19Q3 19Q4 20Q1
IRI Flowers custom data base Total US MultiOutlet – 20Q1
Baker and Growing Share
FRE FRESH P PACKAGED BRE BREADS S SHARE FLOWERS M MAR ARKET S SHAR ARE C CHANGE GE
$232.1 $257.3 $267.3 $294.1 $320.3 FY15 FY16 FY17 FY18 FY19
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Smart, Disciplined M&A Driving Share Gains
Organic Segment Source: Flowers Custom Database – IRi Total US Multi Outlet + C Store Gluten-free Segment Source: IRI Custom Scan Data Total US Multi Outlet + C Store combined with SPINS Total US Natural & Specialty Gourmet Channel
Capturing growth by anticipating shifting consumer preferences
TOTAL O ORGANIC F FRESH PACK CKAGED BR BREAD ADS TOTAL GL GLUT UTEN-FRE REE FR FRESH PACK CKAGED BR BREAD ADS
$284.8 $366.7 $499.3 $614.7 $696.3 FY15 FY16 FY17 FY18 FY19
FLO Share
64.7%
FLO Share 25.3%
$ in Millions
Underdeveloped Markets Provide Upside
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IRI Flowers custom data base Total US Multi Outlet + Convenience – 19Q4
15.2
35.2 25.8 23.7
5.3
27.5 43.1 24.2
25.7
25.9 28.1 20.3
8.5
32.7 37.4 21.4
FRESH P PACKA KAGED ED B BREADS C S CATE TEGORY DO DOLLAR SHARE I IN T THE US US
■ Flowers ■ Bimbo USA ■ Store Brands ■ Independents
Substantial room to grow share
CALIFORNIA & WEST MID SOUTH, SOUTH CENTRAL, & SOUTHEAST NORTHEAST GREAT LAKES & PLAINS
Market Share Opportunities Beyond Loaf Breads
$4.0 $2.0 $2.0 $3.4 $1.6 $0.4 $0.3 $0.2
$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
Brand extensions and M&A in adjacent segments #1 in Traditional Loaf
10 IRI Flowers custom data base FY19
DKB extension driving share gains in breakfast segment
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Well Positioned as E-Commerce Accelerates
$240.5 $266.0 $395.6 $595.7
$- $100.0 $200.0 $300.0 $400.0 $500.0 $600.0 $700.0FY16 FY17 FY18 FY19
Fresh Bakery E-Commerce Channel Facts:
+51% YOY growth1
fresh bread & rolls category2
a competitive advantage in the E-commerce channel
FRE FRESH BRE BREAD AD & & ROLLS E-CO COMMERCE C CHANNEL
$ in Millions
Broad Scale is a Platform for Profitable Growth
Operating bakeries
population
Warehouse distribution NATIONW
NWIDE
Channels served
Grocery / Mass Natural & Organic Club & Dollar, C-store E-commerce Foodservice & Vending
employees
IDP* territories
Direct-store-distribution access to
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Information as of year-end fiscal 2019 * “IDP” – Independent Distributor Partners
Business Overview Value C ue Crea eation Strateg egy Financial Review & Outlook
PRIORITIZE MARGINS
indirect costs
DEVELOP TEAM
priorities, drive execution
build brands, manage costs, and deliver insights
SMART M&A
geographic adjacencies in the baked foods category
bakery segments
Project Centennial Defined Our Strategic Priorities
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FOCUS ON BRANDS
and innovation
assortment
We're Delivering on the Playbook
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HI HIGHL HLIGHT HTS
2017 2018 2019 TEAM
Designed new organization and hired CMO Stood up business units and created PG&S*, FP&A* teams Updated incentive comp framework
BRANDS
Launched DKB breakfast line Launched Nature’s Own Perfectly Crafted line New ads for Nature’s Own, Wonder
MARGINS
~$32M gross savings primarily from lower indirect spend ~$48M gross savings primarily from headcount reduction Strategic pricing
M&A
Created S&V* team Acquired Canyon Bakehouse Hired VP Corp Dev
* PG&S: Purchased Goods & Services, FP&A: Financial Planning & Analysis, S&V: Strategy & Ventures
New Org Structure Enables Execution on Strategic Priorities
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Aligned with Strategy National Clarified Portfolio Roles Centralized Metrics that Matter Predictive Analytics Regional
LEGACY O ORGANIZATI TION NEW W WAYS O OF WORKI KING
Locally Managed Duplicated Overlapping Inconsistent Historical Reporting
Perspective Brand Strategies Cost Management Responsibilities KPIs Insights
Providing a foundation for the company we want to become
Innovation and Marketing Investments in Key Brands
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Wonder Honey Buns drive in-store displays New media campaigns for Nature’s Own and Wonder Power of strategic partnerships: USO/Wonder/Tastykake Nature’s Own Perfectly Crafted driving brand share growth Tastykake Scoop Shop innovation driving brand growth Dave’s Killer Bread national launch of
Canyon Bakehouse #lovebreadagain campaign encourages fans to look for new Stay Fresh items
Prioritizing Margin with Portfolio, Network Review
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Drive profitability with… Orient the Portfolio to … Optimize Network for …
Higher brand value Improved marketing ROI Profitable volume growth Capacity utilization Distribution efficiencies More scalable cost structure
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Pursue Smart M&A in Adjacencies
Disciplined approach to M&A to expand position and diversify in high- growth bakery categories
GROW I IN-STO TORE BAKERY/DELI LI
that bring new capabilities
BUI UILD LD ON ON LEAD ADING G FOODSER SERVICE P E POSITI TION
specialty products
strategic partner with foodservice customers
GR GROW BAK AKED S SNACKS
to leverage dual-brand capabilities
into snacking
Business Overview Value Creation Strategy Financi ncial R Rev eview & & Outlook
Q1 2020 Financial Review
21 (1) Earnings before interest, taxes, depreciation & amortization, adjusted for matters affecting
(2) Adjusted for matters affecting comparability. See non-GAAP reconciliations at the end of this presentation.
NET SALES $1,349.4B +6.8% v PY
in branded retail offset by declines in non-retail
CASH FLOWS
driven by $200M related to COVID-19
NET INCOME $(5.8)M v $65.9M PY
price/mix, lower ingredient and packaging costs, and lower stales, offset partially by higher distributor distribution fees and workforce-related costs
GAAP DILUTED EPS $(0.03) -$0.34 v PY
cash charge related to pension plan termination
sales and improved price/mix related to COVID-19
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Three Areas of Focus to Improve Profitability
1.
Optimizing the portfolio and streamlining the supply chain
2.
Reinvigorating and investing in the cake business
through SKU rationalize, identifying additional distribution opportunities, innovating
3.
Stabilizing and growing the foodservice business
and which product lines to grow
to drive growth going forward
FY 2020 Guidance (Provided May 13, 2020)
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Fiscal 2020 Considerations:
elasticities
volatility may affect promotional environment
with higher wages
turnover is driving reduced manufacturing efficiencies
elevated
REVENUE CHG(1) ADJ EPS(2) OTHER
+2.0% to +4.0% $1.00 to $1.08
De Depreciatio ion & & amort
izatio ion — $140 to $145 million Other her pens nsion e n expens pense e —
Net i inter eres est e expen ense — $8 to $10 million Effective tax r rate te —
Diluted ed s shares es o
nding —
Capi pital e expe pendi nditures es — $95 to $105 million
Project Centennial Roadmap
FY 2017 – 2018 FY 2019 & Beyond Focu cus
Ta Targets
Progress ess Update/ Comme mmentary
Gross savings of $80M New org structure in place Sales growth on-target ×
Margins impacted by inflationary headwinds
strategic pricing
mix, soft volumes, inflation, competitive environment
beyond 2021, enabled by multi-year portfolio and network
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Financial Progress Impacted by Inflationary Pressures
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Taking action to:
focused team
complexity
% CHA HANGE: E: F FY16 THR HROUGH F FY19
5.0% 6.3% 10.3% 12.8% 3.3%
Sales Ingredients & Packaging Production Labor Shipping & Transportation Indirect & Other Adj EBITDA*
Delivered topline target Leveraged indirect costs
* Earnings before interest, taxes, depreciation & amortization, adjusted for matters affecting comparability. See non-GAAP reconciliations at the end of this presentation.
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Track Record of Growing Free Cash Flow & Dividends
* Operating Cash flow minus Capital Expenditures. See non-GAAP reconciliations at the end of this presentation. Note: FY03, FY08, FY14 were 53 weeks.
$- $50 $100 $150 $200 $250 $300 FY03 FY04 FY05 FY06 FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19
Free Cash Flow* Dividends Paid
Strong free cash flow growth supports investments in the business, M&A strategy and capital returns
$ in Millions
FREE CAS ASH F FLOWS AN AND D DIVIDEND GR GROWTH
Top Line Drivers
Cash Flow Drivers
Balanced Capital Allocation
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*53-week year
Capital Allocation Principles:
business growth
grade credit rating
acquisitions
repurchases
$102 $120 $131 $141 $150 $160 $39 $7 $126 $3 $2 $7 $395 $200
14FY* 15FY 16FY 17FY 18FY 19FY
Dividends Share Repurchases Cash for Acquisitions $ in Millions
CAPITAL A ALLOCA CATI TION
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Investment-Grade Credit Rating Commitment
MAI AINTAIN ININ ING FL FLEXIBILIT ITY T Y TO CA CAPITALIZE IZE O ON N VALUE-CREATI TING O OPPORTUNITI TIES
$984 $928 $805 $980 $867
15FY 16FY 17FY 18FY 19FY
Total Debt (ex-lease liabilities)
Track-record of debt reduction following acquisitions
Aggregate Maturities at 19FY (Maturities)*
At 19FY, leverage ratio of 2.0X, $613M available liquidity on undrawn borrowing arrangements
*Maturities exclude unamortized debt discount and issuance costs
$4 $26 $442 $- $- $400
20FY 21FY 22FY 23FY 24FY 25FY+
(Amounts in millions)
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Our Vi Vision
As America’s premier baker, we craft foods that make people smile. We are driven by a passion to boldly grow
inspiring leadership, teamwork, and creativity. 2019 1919 1968 1968 to 2018
One family-owned bakery in Thomasville, GA More than 100 acquisitions Listed publicly as FLO
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Regarding Non-GAAP Financial Measures
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, EBITDA margin, adjusted EBITDA margin, adjusted net income, adjusted operating income, 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 before interest, taxes, depreciation and amortization. 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. 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, EBITDA margin, adjusted EBITDA margin, adjusted net income, adjusted operating income, adjusted EPS, adjusted income tax expense, adjusted SD&A expenses, respectively, to further exclude, as applicable, the impact of pension plan settlements and other costs, loss or recovery on inferior ingredients, restructuring and related impairment charges, Project Centennial consulting costs, asset impairment charges, lease terminations and legal settlements, costs related to executive retirement, acquisition-related costs, and multi-employer pension plan withdrawal costs. Adjusted net income and 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. The ratio of 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 in accordance with GAAP. Our method of presenting gross margin excludes the depreciation and amortization components, as discussed above. The reconciliations attached provide reconciliations of the non-GAAP measures used in this presentation or release to the most comparable GAAP financial measure.
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Regarding Non-GAAP Financial Measures
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Regarding Non-GAAP Financial Measures
Flowers Foods, Inc. Reconciliation of GAAP to Non-GAAP Measures (000's omitted, except per share data) For the 16 Week Period Ended For the 16 Week Period Ended April 18, 2020 April 20, 2019 Net (loss) income (5,772) $ 65,866 $ Income tax (benefit) expense (2,019) 20,199 Interest expense, net 3,314 3,824 Depreciation and amortization 44,663 44,819 EBITDA 40,186 134,708 Other pension cost 143 692 Pension plan settlement and curtailment loss 116,207
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Restructuring and related impairment charges
Project Centennial consulting costs 3,392
3,220 150 Executive retirement agreement
Canyon acquisition costs
Adjusted EBITDA 163,281 $ 137,208 $ Sales 1,349,444 $ 1,263,895 $ Adjusted EBITDA margin 12.1% 10.9% Reconciliation of Net (Loss) Income to EBITDA and Adjusted EBITDA
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Regarding Non-GAAP Financial Measures
For the 52 Week Period Ended For the 52 Week Period Ended December 31, 2016 December 28, 2019 Net income 163,776 $ 164,538 $ Income tax expense (benefit) 85,761 47,545 Interest expense, net 14,353 11,097 Depreciation and amortization 140,869 144,228 EBITDA 404,759 367,408 Other pension cost (benefit) (5,638) 2,248 Pension plan settlement loss 6,646
6,324 784 Acquisition-related costs
Restructuring and related impairment charges
Impairment of assets 24,877
10,500 28,014 Executive retirement agreement
Loss (recovery) on inferior ingredients
Adjusted EBITDA 447,468 $ 422,726 $ Adjusted EBITDA % change
Flowers Foods, Inc. Reconciliation of GAAP to Non-GAAP Measures (000's omitted) Reconciliation of Net Income to EBITDA and Adjusted EBITDA
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Regarding Non-GAAP Financial Measures
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Regarding Non-GAAP Financial Measures
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Regarding Non-GAAP Financial Measures
Time Period Cash Provided by Operating Activities Purchase of Plant, Property and Equipment Free Cash Flow FY19 366,952 $ 103,685 $ 263,267 $ FY18 295,893 99,422 196,471 FY17 297,389 75,232 222,157 FY16 356,562 101,727 254,835 FY15 335,674 90,773 244,901 FY14 315,183 83,778 231,405 FY13 270,484 99,181 171,303 FY12 216,880 67,259 149,621 FY11 134,290 79,162 55,128 FY10 306,050 98,404 207,646 FY09 236,009 72,093 163,916 FY08 94,872 86,861 8,011 FY07 214,598 88,125 126,473 FY06 151,276 61,792 89,484 FY05 113,979 58,846 55,133 FY04 123,068 46,029 77,039 FY03 87,989 $ 43,618 $ 44,371 $
* Cash provided by operating activities less purchase of plant, property and equipment.
Reconciliation of Cash Provided by Operating Activities to Free Cash Flow* Flowers Foods, Inc. Reconciliation of GAAP to Non-GAAP Measures (000's omitted)