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Statements contained in this presentation and certain other written or oral statements made from time to time by Flowers Foods, Inc. (the “company”, “Flowers Foods”, “Flowers”, “us”, “we”, or “our”) and its representatives that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to current expectations regarding our business and our future financial condition and results of operations 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. These forward-looking statements are based upon assumptions we believe are reasonable. Forward-looking statements are based on current information and are subject to risks and uncertainties that could cause our actual results to differ materially from those projected. Certain factors that may cause actual results, performance, liquidity, and achievements to differ materially from those projected are discussed in our Annual Report on Form 10-K for the year ended December 28, 2024 (the “Form 10-K”) and our Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) and may include, but are not limited to, (a) unexpected changes in any of the following: (1) general economic and business conditions; (2) the competitive setting in which we operate, including advertising or promotional strategies by us or our competitors, as well as changes in consumer demand; (3) interest rates and other terms available to us on our borrowings; (4) supply chain conditions and any related impact on energy and raw materials costs and availability and hedging counter-party risks; (5) relationships with or increased costs related to our employees and third-party service providers; (6) laws and regulations (including environmental and health-related issues and the impacts of tariffs); and (7) accounting standards or tax rates in the markets in which we operate, (b) the loss or financial instability of any significant customer(s), including as a result of product recalls or safety concerns related to our products, (c) changes in consumer behavior, trends and preferences, including health and whole grain trends, and the movement toward less expensive store branded products, (d) the level of success we achieve in developing and introducing new products and entering new markets, (e) our ability to implement new technology and customer requirements as required, (f) our ability to operate existing, and any new, manufacturing lines according to schedule, (g) our ability to implement and achieve our corporate responsibility goals in accordance with regulatory requirements and expectations of stakeholders, suppliers, and customers; (h) our ability to execute our business strategies which may involve, among other things, (1) the ability to realize the intended benefits of completed, planned or contemplated acquisitions, dispositions or joint ventures, such as the acquisition of Simple Mills, (2) the deployment of new systems (e.g., our enterprise resource planning ("ERP") system), distribution channels and technology, and (3) an enhanced organizational structure (e.g., our sales and supply chain reorganization), (i) consolidation within the baking industry and related industries, (j) changes in pricing, customer and consumer reaction to pricing actions (including decreased volumes), and the pricing environment among competitors within the industry, (k) our ability to adjust pricing to offset, or partially offset, inflationary pressure or tariffs on the cost of our products, including ingredient and packaging costs; (l) disruptions in our direct-store-delivery distribution model, including litigation or an adverse ruling by a court or regulatory or governmental body that could affect the independent contractor classifications of the independent distributor partners, and changes to our direct-store-delivery distribution model in California, (m) increasing legal complexity and legal proceedings that we are or may become subject to, (n) labor shortages and turnover or increases in employee and employee-related costs, (o) the credit, business, and legal risks associated with independent distributor partners and customers, which operate in the highly competitive retail food and foodservice industries, (p) any business disruptions due to political instability, pandemics, armed hostilities, incidents of terrorism, natural disasters, labor strikes or work stoppages, technological breakdowns, product contamination, product recalls or safety concerns related to our products, or the responses to or repercussions from any of these or similar events or conditions and our ability to insure against such events, (q) the failure of our information technology systems to perform adequately, including any interruptions, intrusions, cyber-attacks or security breaches of such systems or risks associated with the implementation of the upgrade of our ERP system; and (r) the potential impact of climate change on the company, including physical and transition risks, availability or restriction of resources, higher regulatory and compliance costs, reputational risks, and availability of capital on attractive terms. The foregoing list of important factors does not include all such factors, nor does it necessarily present them in order of importance. In addition, you should consult other disclosures made by the company (such as in our other filings with the SEC or in company press releases) for other factors that may cause actual results to differ materially from those projected by the company. Refer to Part I, Item 1A., Risk Factors, of the Form 10-K, Part II, Item 1A., Risk Factors, of the Form 10-Q for the quarter ended April 19, 2025 and subsequent filings with the SEC for additional information regarding factors that could affect the company’s results of operations, financial condition and liquidity. 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. You are advised, however, to consult any further public disclosures by the company (such as in our filings with the SEC or in company press releases) on related subjects.
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1,300 1,350 1,400 1,450 1,500 1,550 1,600 1,650 1,700
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$1.05 – $1.15 $1.28
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74.2 76.4 77.3 76.9 75.3 74.7 74.5 25.7 23.6 22.6 23.1 24.6 25.2 25.5 15.00 17.00 19.00 21.00 23.00 25.00 27.00 70.00 71.00 72.00 73.00 74.00 75.00 76.00 77.00 78.00 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 L52 WE 04-20-25 Branded Dollar Share Store Branded Dollar Share
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NM – Not meaningful. Certain amounts may not add due to rounding. Net income per diluted common share $ 0.25 $ 0.34 Business process improvement costs 0.01 Plant closure costs and impairment of assets 0.03 0.01 Restructuring charges Restructuring-related implementation costs 0.02 Legal settlements and related costs — Acquisition-related costs 0.05 — Adjusted net income per diluted common share $ 0.35 $ 0.38 NM NM For the 16-Week Period Ended For the 16-Week Period Ended April 19, 2025 April 20, 2024 NM NM NM
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Net sales $ 1,554,230 $ 1,576,818 Materials, supplies, labor and other production costs (exclusive of depreciation and amortization) 778,346 797,186 Gross margin excluding depreciation and amortization 775,884 779,632 Less depreciation and amortization for production activities 27,484 26,353 Gross margin $ 748,400 $ 753,279 Depreciation and amortization for production activities $ 27,484 $ 26,353 Depreciation and amortization for selling, distribution, and administrative activities 21,784 21,882 Total depreciation and amortization $ 49,268 $ 48,235 For the 16-Week Period Ended For the 16-Week Period Ended April 19, 2025 April 20, 2024
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Selling, distribution, and administrative expenses $ 633,513 $ 625,251 Business process improvement costs (891) (3,683) Restructuring-related implementation costs (4,288) (1,344) Acquisition-related costs (13,764) — Legal settlements and related costs (697) — Adjusted SD&A $ 613,873 $ 620,224 Sales $ 1,554,230 $ 1,576,818 Adjusted SD&A as a percent of sales 39.5% 39.3% For the 16-Week Period Ended For the 16-Week Period Ended April 19, 2025 April 20, 2024
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Net income $ 52,998 $ 73,043 Income tax expense 18,204 23,052 Interest expense, net 14,048 5,611 Depreciation and amortization 49,268 48,235 EBITDA 134,518 149,941 Other pension benefit (117) (158) Business process improvement costs 891 3,683 Plant closure costs and impairment of assets 7,397 4,000 Restructuring charges 573 598 Restructuring-related implementation costs 4,288 1,344 Acquisition-related costs 13,764 — Legal settlements and related costs 697 — Adjusted EBITDA $ 162,011 $ 159,408 Net sales $ 1,554,230 $ 1,576,818 Adjusted EBITDA margin 10.4% 10.1% April 19, 2025 April 20, 2024 For the 16-Week Period Ended For the 16-Week Period Ended
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Income tax expense $ 18,204 $ 23,052 Tax impact of: Business process improvement costs 223 921 Plant closure costs and impairment of assets 1,850 1,000 Restructuring charges 144 150 Restructuring-related implementation costs 1,072 336 Acquisition-related costs 3,439 — Legal settlements and related costs 174 — Adjusted income tax expense $ 25,106 $ 25,459 For the 16-Week Period Ended For the 16-Week Period Ended April 19, 2025 April 20, 2024
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Net income $ 52,998 $ 73,043 Business process improvement costs 668 2,762 Plant closure costs and impairment of assets 5,547 3,000 Restructuring charges 429 448 Restructuring-related implementation costs 3,216 1,008 Acquisition-related costs 10,325 — Legal settlements and related costs 523 — Adjusted net income $ 73,706 $ 80,261 For the 16-Week Period Ended For the 16-Week Period Ended April 19, 2025 April 20, 2024
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For the 12 Weeks Ended For the 12 Weeks Ended For the 12 Weeks Ended For the 16 Weeks Ended Trailing 52 Week Period End July 13, 2024 October 5, 2024 December 28, 2024 April 19, 2025 April 19, 2025 Net Income 66,967$ 64,984$ 43,122$ 52,998$ 228,071$ Income tax expense 23,455 20,536 13,783 18,204 75,978 Interest expense, net 4,908 4,778 4,326 14,048 28,060 Depreciation and amortization 36,827 37,331 36,817 49,268 160,243 EBITDA 132,157 127,629 98,048 134,518 492,352 Other pension benefit (118) (119) 122 (117) (232) Acquisition-related costs - - 2,008 13,764 15,772 Restructuring and related impairment charges 6,805 - - 573 7,378 Plant closure costs and impairment of assets 1,377 4,483 450 7,397 13,707 Legal settlements and related costs - 827 2,973 697 4,497 Business process improvement costs 1,606 490 (1,250) 891 1,737 Restructuring-related implementation costs 1,635 - - 4,288 5,923 Adjusted EBITDA 143,462$ 133,310$ 102,351$ 162,011$ 541,134$
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As of April 19, 2025 Current maturities of long-term debt -$ Long-term debt 1,790,379 Total debt 1,790,379 Less: Cash and cash equivalents 7,340 Net Debt 1,783,039$ Adjusted EBITDA for the Trailing Twelve Months Ended April 19, 2025 541,134$ Ratio of Net Debt to Trailing Twelve Month Adjusted EBITDA 3.3
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For the Fiscal Year Ended For the Fiscal Year Ended For the Fiscal Year Ended For the Fiscal Year Ended For the Fiscal Year Ended December 30, 2023 December 31, 2022 January 1, 2022 January 2, 2021 December 28, 2019 Net Income 123,416$ 228,394$ 206,187$ 152,318$ 164,538$ Income tax expense 33,691 70,317 64,585 48,393 47,545 Interest expense, net 16,032 5,277 8,001 12,094 11,097 Loss on extinguishment of debt - - 16,149 - - Depreciation and amortization 151,709 141,957 136,559 141,384 144,228 EBITDA 324,848 445,945 431,481 354,189 367,408 Other pension (benefit) cost (269) (773) (405) (74) 2,248 Pension plan settlement and curtailment loss - - 403 108,757 - Gain on divestiture - - - - - Gain on sale, severance costs, and lease termination (gain) loss - (4,390) (2,644) (4,066) - Acquisition-related costs 3,712 12,518 - - 22 FASTER Act and loss (recovery) on inferior ingredients - 236 944 107 (37) Project Centennial consulting costs - - - 15,548 784 ERP road mapping consulting costs - - - 4,363 - Restructuring and related impairment charges 7,099 - - 35,483 23,524 Multi-employer pension plan withdrawal costs - - 3,300 - - Plant closure costs and impairment of assets 7,298 7,825 - - - Legal settlements and related costs 137,529 7,500 23,089 7,250 28,014 Other pension plan termination costs - - - 133 - Executive retirement agreement - - - - 763 Business process improvement consulting costs 21,521 33,169 31,293 - - Acquisition consideration agreement - - 3,400 - - Manufacturing facility closure costs and acquisition costs - - - - - Adjusted EBITDA 501,738$ 502,030$ 490,861$ 521,690$ 422,726$
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Certain amounts may not add due to rounding. For the Fiscal Year Ended For the Fiscal Year Ended For the Fiscal Year Ended For the Fiscal Year Ended For the Fiscal Year Ended For the Fiscal Year Ended December 28, 2024 December 30, 2023 December 31, 2022 January 1, 2022 January 2, 2021 December 28, 2019 Net income per diluted common share 1.17$ 0.58$ 1.07$ 0.97$ 0.72$ 0.78$ Restructuring and related impairment charges 0.03 0.02 - - 0.13 0.08 FASTER Act, net of (recovery) loss on inferior ingredients - - - - - - Project Centennial consulting costs - - - - 0.05 - ERP road mapping consulting costs - - - - 0.02 - Multi-employer pension plan withdrawal costs - - - 0.01 - - Plant closure costs and impairment of assets 0.04 0.03 0.03 - - - Pension plan settlement and curtailment loss - - - - 0.38 - Legal settlements and related costs 0.01 - 0.03 0.08 0.03 0.10 Gain on sale, severance costs, and lease termination (gain) loss - 0.48 (0.02) (0.01) (0.01) - Loss on extinguishment of debt - - - 0.06 - - Acquisition-related costs 0.01 0.01 0.04 - - - Business process improvement costs 0.02 0.08 0.12 0.11 - - Acquisition consideration adjustment - - - 0.01 - - Restructuring-related implementation costs 0.01 - - - - - Adjusted net income per diluted common share 1.28$ 1.20$ 1.27$ 1.24$ 1.31$ 0.96$
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NM – Not meaningful. Certain amounts may not add due to rounding. Net income per diluted common share $ 0.95 to $ 1.05 Business process improvement costs Plant closure costs and impairment of assets 0.03 0.03 Restructuring charges Restructuring-related implementation costs 0.02 0.02 Acquisition-related costs 0.05 0.05 Legal settlements and related costs Adjusted net income per diluted common share $ 1.05 to $ 1.15 NM NM NM NM NM NM