Investor Update
August 7, 2020
Welcome
J.T. Rieck
Senior Vice President, Finance & Investor Relations
Welcome
Strategic Priorities
Growth Imperatives & Supply Chain Optimization
Marketing & Innovation Strategy
Brand Portfolio Strategy
Acquisition Strategy
Financial Review & Capital Allocation
Question & Answer Session
Regarding Forward-Looking Statements
Statements contained in this presentation 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 and the ultimate impact of the novel strain of coronavirus (COVID-19) pandemic on our business, results of operations and financial condition, 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) the ultimate impact of the COVID-19 pandemic and measures taken in response thereto, including, among other things, temporary or ongoing bakery closures, on our business, results of operations and financial condition, which are highly uncertain and are difficult to predict, (b) general economic and business conditions and the competitive conditions in the baked foods industry, including promotional and price competition, (c) 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, (d) the success of productivity improvements and new product introductions, (e) a significant reduction in business with any of our major customers including a reduction from adverse developments in any of our customer's business, (f) fluctuations in commodity pricing, (g) energy and raw material costs and availability and hedging and counterparty risk, (h) our ability to fully integrate recent acquisitions into our business, (i) our ability to achieve cash flow from capital expenditures and acquisitions and the availability of new acquisitions that build shareholder value, (j) 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, (k) consolidation within the baking industry and related industries, (l) 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, (m) increasing legal complexity and legal proceedings that we are or may become subject to, (n) product recalls or safety concerns related to our products, and (o) 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 importance. In addition, you should consult other public disclosures made by the company, including the risk factors included in our most recently filed Annual Report on 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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Strategic
Priorities
Ryals
McMullian
President & Chief Executive Officer
Welcome
Strategic Priorities
Growth Imperatives & Supply Chain Optimization
Driving Brand Relevance
Brand Portfolio Strategy
Acquisition Strategy
Financial Review & Capital Allocation Question & Answer Session
Today's Agenda | |
AGENDA | Strategic Priorities |
Ryals McMullian | President & Chief Executive Officer
Growth Imperatives & Supply Chain Optimization
Brad Alexander | Chief Operating Officer
Driving Brand Relevance
Debo Mukherjee | Chief Marketing Officer
Brand Portfolio Strategy
Mark Courtney | Chief Brand Officer
Acquisition Strategy
Mark Gerrish | Vice President, Corporate Development
Financial Review & Capital Allocation
Steve Kinsey | Chief Financial Officer & Chief Accounting Officer
Question & Answer Session
Executive Management Team
5
Flowers Team - Meeting Unprecedented Challenges
6
Q2 2020 Financial Highlights
- Sales increase reflecting the continued impact of the COVID-19 pandemic
- Mix shift to branded retail products drove cost leverage and margin increase
COMPONENTS OF Q2'20 SALES GROWTH (MILLIONS) | ADJUSTED EBITDA (MILLIONS)1 | |||
+5.1% | $129 | |||
$106 | +21% | |||
GROWTH | 12.5% | |||
GROWTH | ||||
10.8% | Margin |
Margin
Q2'19Q2'20
7
(1) Earnings before interest, taxes, depreciation & amortization, adjusted for matters affecting comparability. See non-GAAP reconciliations at the end of this slide presentation.
Strong Foundation and Clear Path Forward
Leader in Large and Attractive Categories
Operate the #1 loaf, organic, and gluten-free bread brands; gaining share in stable categories throughout the economic cycle
Leading Brands to Drive Growth
Brand-focused portfolio strategy drives above-market growth via innovation, improved brand presence and relevance, and M&A
Significant Margin Expansion Opportunity
Portfolio and supply chain optimization targeting improved price realization, cost containment, and data-driven insights to expand margins
Consistent Capital Allocation Maximizes Returns
Dividend paid in 71 consecutive quarters, opportunistic share repurchases, strong track record of generating value through M&A
8
Strategic Priorities Aligned to Long-term Growth Targets
DEVELOP TEAM | FOCUS ON BRANDS |
Capabilities to build brands | Enhance relevancy |
and create value | and expand presence |
PRIORITIZE MARGINS | SMART M&A |
Optimize portfolio | Proactive M&A in the |
and supply chain | grain-based foods arena |
9
Enhanced Organizational Structure
Better prioritizing brand building, cake turnaround, and foodservice profitability
- Chief Brand Officer responsible for managing the brand portfolio and prioritizing brand-building investments
- Chief Marketing Officer to lead stand-alone innovation function
- President of Cake Operations focused exclusively on improving performance in that business
- Foodservice refocused to maximize value over volume and prioritize a more profitable product mix
10
Growing Sales with Iconic Brands
- Build brands through insights, innovation, and marketing
• Capitalize on portfolio opportunities
FLOWERS' BRANDED PRODUCTS DRIVING TOP LINE
CAGR
5.3% $2.7B | FY - 15 | |
$2.2B | LTM - 20 ¹ | |
$1.6B | $1.6B |
Branded Sales | Non-branded Sales |
CAGR | |
5.7% | 18 |
14 |
Flowers' Share ²
(1) 52 weeks ended Q2 2020
11 (2) Internal Sales Data Warehouse 52 Weeks Ending July 11, 2020
Portfolio Strategy Drives Margins
Recent results demonstrate impact of shift to branded retail
- Clarified brand strategy to drive margin expansion
- Prioritizing a more profitable product mix
- Repurposing capacity to grow branded retail business
SALES MIX1
Total sales up 5.3% y/y; branded retail up 12.5% y/y
Non-Retail &
Other
$915M
Store | |
Branded | |
Retail | Branded |
$627M | |
Retail |
$2.718B
12 (1) 52 weeks ended Q2 2020
Prioritizing Margins with Supply Chain Optimization
Reducing fixed costs, enhancing operating leverage
DISTRIBUTION AND NETWORK
- Backhaul utilization
- Cube optimization
- Depot consolidation
- Optimize number of bakeries
- Limit overtime expense
- Transition some routes to four-day delivery
- Repurpose Lynchburg bakery
BAKERY | |||
OPERATIONS | PROCUREMENT | ||
• | SKU rationalization | • | Leverage scale with |
• | Increase production | centralized buying | |
run times | • | Direct materials savings | |
• | Quality improvement; | • | Buy better, more |
site line machines | strategically | ||
• | Stale reduction | • | Leased labor |
• | Optimize days | • | Packaging |
of availability | • | Ingredients | |
- Minimize scrap
- Automation
OVERHEAD
EXPENSES
- Staffing optimization
- Testing and implementing maintenance and measurement processes
- Enhanced hiring procedures
13
Smart M&A
Track record of strategic growth investments
-
Pursuing disciplined
and highly strategic M&A - Seeking out innovative platform brands in grain-based foods beyond fresh packaged bread
- Accelerating geographic expansion of growth and core brands
$68B GRAIN-BASED FOOD UNIVERSE
Fresh Packaged
Breads $15B
Other Grain-Based
Categories $53B
14 IRI Flowers custom data base Total US MultiOutlet - 52 weeks ended 19-Apr-2020
Strategic Priorities Drive Long-term Growth
Long-term | 1 | +1-2% | +4-6% | +7-9% |
Growth Targets | SALES | ADJ. EBITDA2 | ADJ. EPS3 | |
DEVELOP TEAM | FOCUS ON BRANDS |
PRIORITIZE MARGINS | SMART M&A |
(1) Sales and adjusted EBITDA targets reflect organic business growth; adjusted EPS target includes the potential impact of future M&A and share repurchases.
15 (2) Earnings before interest, taxes, depreciation & amortization (EBITDA), adjusted for matters affecting comparability. See non-GAAP reconciliations at the end of this slide presentation.
- Earnings per share (EPS), adjusted for matters affecting comparability. See non-GAAP reconciliations at the end of this slide presentation.
Growth Imperatives
- Supply Chain Optimization
Brad
Alexander
Chief Operating Officer
Welcome
Strategic Priorities
Growth Imperatives & Supply Chain Optimization
Driving Brand Relevance
Brand Portfolio Strategy
Acquisition Strategy
Financial Review & Capital Allocation Question & Answer Session
Key Takeaways
Potential of optimized | Organization is aligned | Portfolio strategy |
portfolio, supply chain | around the fundamentals | informs supply chain |
of building brands | optimization initiatives | |
17
Q2 Illustrates Potential of Optimized Portfolio, Supply Chain
Strong Q2 results show effect initiatives could have on our
Significant margin increase as branded retail business grew to a larger percentage of sales
Combining right portfolio mix | Accelerating optimization |
with improved bakery network | to deliver margin expansion |
enhances margins | over time |
longer-term results
SALES MIX
Q2 2019 | Q2 2020 | Q2 2019 ADJUSTED | ||
EBITDA MARGIN1 | ||||
23% | 19% | 10.8% | ||
Branded Retail | ||||
60% | Q2 2020 ADJUSTED | |||
Store-branded Retail 14% | ||||
67% | EBITDA MARGIN1 | |||
17% | Non-retail & Other | 12.5% | ||
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(1) Earnings before interest, taxes, depreciation & amortization, adjusted for matters affecting comparability. See non-GAAP reconciliations at the end of this slide presentation.
Executing Against Operational Priorities
FOCUS
ON BRANDS
Enhance relevancy and expand presence
- Marketing team focused on targeted innovation and marketing to generate awareness, drive trial and repeat
- Brand team executing a portfolio strategy designed to opportunistically grow share
TARGET SALES GROWTH = 1-2%
PRIORITIZE
MARGINS
Optimize portfolio and supply chain
- Portfolio strategy underpins supply chain optimization initiatives
- Orienting asset base to higher margin products, reducing network complexity, enhancing product profitability
TARGET ADJ. EBITDA1 GROWTH = 4-6%
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(1) Earnings before interest, taxes, depreciation & amortization, adjusted for matters affecting comparability. See non-GAAP reconciliations at the end of this slide presentation.
Leveraging Flexibility
Flexible fixed asset base can produce and distribute product for
any market
HOW WE GO TO MARKET
BAKERY | DEPOT | IDP | MARKETPLACE |
VERSATILITY TO MEET CHANGING DEMAND
Branded retail | Store branded retail | Foodservice |
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Optimizing Network to Prioritize Margins
Portfolio strategy determines targeted brands and segments
- Pivot capacity to most powerful brands
- Maximize revenue and margin potential
Optimize and reallocate capacity to increase network utilization
- Closed three bakeries since start of Project Centennial
- Transitioned volume to more-efficient lines
Repurposed two bakeries to meet growing DKB demand
- Tuscaloosa, AL and Lynchburg, VA converted to organic production
- Lynchburg bakery expected to open in September 2020
21
Network Consolidation
BENEFITS | Lower cost | Fewer | Additional | ||
to serve market | transport miles | network capacity | |||
PREVIOUS | TODAY |
BAKERY
DEPOT
MARKET
22
Increasing Product Profitability
STALE REDUCTION | |
• SKU rationalization | Realized |
~130 hours | |
• Improved ordering | per week |
• Lowering costs and | in additional |
capacity, | |
increasing realized capacity | equivalent to an |
additional bakery
23
Shifting Mix to Enhance Profitability
Increasing production of branded
retail means we can …
Be more selective about type and quality
of other business we accept
&
Reduce percentage of store branded
and foodservice products: Allows us to negotiate better pricing terms on the business we keep …
Resulting in
higher mix of branded retail products
and more profitable mix of store
branded and foodservice business
24
Driving Brand Relevance
Debo
Mukherjee
Chief Marketing Officer
Welcome
Strategic Priorities
Growth Imperatives & Supply Chain Optimization
Driving Brand Relevance
Brand Portfolio Strategy
Acquisition Strategy
Financial Review & Capital Allocation Question & Answer Session
Key Takeaways
RELEVANCE | PRESENCE | GROWTH | ||||
Attractive category | Relevance ensures | Foundational consumer | Digital | |||
with high | our brands | research informs | ||||
capabilities / | ||||||
penetration | resonate with | marketing and | ||||
digital shelf | ||||||
and frequency | consumers | innovation strategy | ||||
26
Fundamentals Stand Out Among Grocery Categories
• | Large, stable category with sales of $24B+ | ATTRACTIVE BRAND ECONOMICS | ||
• | Present in 98% of households; buy the category every 12 days | |||
$6.0 | $5.26 | $5.87 | ||
- Consumers willing to pay premium for brands
• Most profitable category for retailers1 | $4.0 | $2.91 |
$2.0 | $1.38 |
TOTAL US BREAD CATEGORY HOUSEHOLD PENETRATION & PURCHASE CYCLE FREQUENCY (DAYS)2
100.0
80.0
60.0
40.0
20.0
$- | |||||||
Store | |||||||
Brand | |||||||
12.4 | |||||||
BRANDED CATEGORY SHARE3 | |||||||
12.2 | |||||||
12.0 | |||||||
79.9% | |||||||
11.8 | |||||||
11.6 | 76.3% | ||||||
11.4 | 75.3% | 75.6% | |||||
- | 11.2 | ||||||||||||||||
7/16/17 | 11/5/17 | 2/25/18 | 6/17/18 | 10/7/18 | 1/27/19 | 5/19/19 | 9/8/19 | 12/29/19 | |||||||||
% HH Buying | Purchase Cycle - Xactions Avg | ||||||||||||||||
2Q17 | 2Q18 | 2Q19 | 2Q20 | ||||||||||||||
(1) Willard Bishop SuperStudy 2019
27(2) Total US: IRI Panel Data 3/1/20, Rolling 13-week periods
- Total US: IRI Multi Outlet, Quarterly Results
Creating Brand Relevance
Targeting brand | ANNUALIZED OPPORTUNITY | |
benefits to meet | ||
>$350M | ||
consumer desires | ||
Delivering advertising | Relevance | |
• | Generate awareness | |
via media mix | ||
to create awareness | • | Drive trial |
Converting awareness | • | Convert to repeat |
to trial and repeat | • | Disrupt via innovation |
Brand Positioning & Messaging
Aided and Unaided Awareness
Trial
Repeat
(loyalists)
28
Consumer Insight-Driven Messaging to Create Brand Relevance
Developing relevant brand positioning through a deep understanding
of consumers' minds and needs
Messaging reflects the consumers' desire for functional and emotional benefits
INSPIRING | BAKING HAPPY | |
CHILDLIKE | AND HEALTHY | |
WONDER | INTO EVERY HOME | |
Consumer
Messaging
Brand Strategy
Reaching the consumer though relevance
Brand Architecture
Vision, positioning, personality
Foundational Research
Unlocking the consumers' minds and needs
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Focus on Consumer Needs
At the intersection of each
Consumer Segment and Need State:
- Defining the size of the opportunity and the brand's share of occasions.
- Assessing the fit of every brand for the need and balancing the portfolio approach
Portfolio Size
Fit Share
ACTIVE | BUSY | BREAD | HEALTH | FUNCTIONAL |
INFLUENCERS | BUDGETERS | AVOIDERS | ESTABLISHED | EATERS |
TRADITIONAL
CONNECTION
HEALTHIER
CHOICES
QUICK AND
SIMPLE
HUNGER
RELIEF
COMFORT
AND BONDING
PERSONAL
INDULGENCE
BITES OF
ADVENTURE
30
Building Awareness Is Vital
AIDED 70% | AIDED 29% | AIDED 85% | DRIVING AWARENESS: MESSAGING AND |
UNAIDED 15% | UNAIDED 10% | UNAIDED 35% | |
POSITIONING FOR THE CORE CONSUMER1 |
AIDED 75% | AIDED 71% |
UNAIDED 29% | UNAIDED 29% |
PEER 1 | PEER 2 |
Impressions (millions)
900
2019 2020
600
300
0
Audio / OOH | Display | Shopper | Social | Spot Radio | Video | YouTube |
31
Source: IRI Panel Measures, Total US - 52 Week Ending 3/22/20
Flowers' Brands Have Strong Upside Opportunity For Growth
Driving growth through brand relevance
DRIVE HOUSEHOLD PENETRATION | DRIVE HIGHER CONSUMPTION | |
FOR FLO BRANDS | (REDUCE PURCHASE CYCLE) | |
• | Increase household penetration | 100 | 50 |
• | Increase consumer loyalty | 80 | 40 |
(% repeat) | 60 | 30 | |
• | Drive consumption | 40 | 20 |
(lower # of days in purchase cycle) | 20 | 10 | |
0 | 0 |
% Hhld Penetration | Purchase Cycle (Days) | |
Bread Category |
Nature's Own | INCREASE LOYALTY RATE | SOUTHERN IRI REGION: PENETRATION FLO BRANDS | |
Wonder
Dave's Killer Bread
Peer 1
Peer 2
100 | 100 |
80 | |
60 | 50 |
40 | |
20 | 0 |
0 | |
% Repeaters
NATURE'S OWN | |
PENETRATION | |
Total US | |
31.9% | |
South Region | |
% Hhld Penetration | 52.8% |
32
Source: IRI Panel Measures, Total US - 52 Weeks Ending 3/22/20
Engaging the Changing Consumer with E-Commerce
Driving to win digital
consideration and shelf
- Forced adoption of e-commerce due to COVID-19 driving large shift in retail channel
- Expect increased trial to drive meaningful growth in enduring users
- E-commercebenefits strong brands as awareness and search are key elements of online shopping
- Developing new capabilities in Marketing and Sales Digitization to leverage shift in consumer habits
E-COMMERCE AS % OF BREAD
OMNICHANNEL SALES1
15% | |||
12.5% | |||
10% | |||
6.2% | |||
5% | 4.4% | ||
0% | |||
2Q'19 | Pre-Covid '202 | 2Q'20 |
(1) IRI E-Commerce and Instacart data
33(2) IRI Period 2, 2020
Consumer Acquisition and Retention Through Marketing
Nature's Own drives home the Unique Selling | Seizing on consumers' | |
Proposition: "Scratch to Shelf in about 48 hours" | desires for Freshness | |
34
Brand Portfolio Strategy
Mark
Courtney
Chief Brand Officer
Welcome
Strategic Priorities
Growth Imperatives & Supply Chain Optimization
Driving Brand Relevance
Brand Portfolio Strategy
Acquisition Strategy
Financial Review & Capital Allocation Question & Answer Session
Key Takeaways
RELEVANCE | PRESENCE | GROWTH |
Clarified | Expand brand presence in | Leverage innovation to | Drive brand presence |
underdeveloped geographies | create brand presence | with our retail partners | |
portfolio | |||
through distribution | in underdeveloped | in a changing | |
strategy | |||
and penetration | segments | marketplace | |
36
Capitalizing on Recent Trends
Increased household | DOLLAR SALES, % CHANGE VS YA | VOLUME SALES, % CHANGE VS YA | ||||||||||
penetration and increased | ||||||||||||
DEPT-GENERAL FOOD | FRESH PACKAGED BREADS | FLOWERS BREAD | ||||||||||
consumption are | ||||||||||||
driving category growth | 18.2% | 15.0% | ||||||||||
13.2% | 14.0% | |||||||||||
Household penetration | ||||||||||||
7.9% | 8.5% | |||||||||||
for FLO brands up 250 BPS | ||||||||||||
% OF HOUSEHOLDS BUYING
92.8 | 93.7 | YA | CY | ||
35.538.0
Fresh Packaged Breads Category | Flowers Bread |
37 Source: IRI Scan and Panel Data - Flowers Custom Database 12 Weeks Ending 7-12-2020
Driving Brand Presence with a Clear Portfolio Strategy
Clarified roles for our brands, channels, and categories
PREMIUM
GROWTHDrive premiumization of category
BRANDS
• | Expand premium growth |
brands, win with | |
mainstream brands, and | |
compete locally with | |
strong regional brands | |
• | Align growth maps |
and brand strategies | |
with network |
MAINSTREAM BRANDS
Drive premium end of mainstream consumption
Drive value end of mainstream consumption
optimization plans |
• Rationalizing brands |
and SKUs |
STRONG
REGIONALWin locally with strong regional brands
BRANDS
38
Expanding Brand Presence Geographically
Capitalizing
on brand growth potential by increasing presence
Under-developed markets offer huge growth potential
- Focused approach
- Expand breadth and depth of distribution
- Drive awareness, trial, and repeat with increased advertising and shopper marketing
- Intense focus by our DSD sales organization and IDPs
FLOWERS DOLLAR SHARE OF FRESH PACKAGED BREAD CATEGORY1
27.9 - 49.7
17.1 - 27.8
9.5 - 17.0
5.8 - 9.4
0.0 - 5.8
39 (1) IRI MULO, Calendar Year 2019
Leveraging Innovation to Create Presence in Adjacent Segments
Consumers expect our brands to offer solutions beyond loaf
FLOWERS DOLLAR SHARE1
30.4 | TTM, 3 Years Ago | TTM | ||
26.7 |
9.9 | 10.7 | 7.1 | |||
2.9 | |||||
LOAF | SANDWICH BUNS/ROLLS | BREAKFAST ITEMS | |||
LOAF | SANDWICH BUNS/ROLLS | BREAKFAST ITEMS | |||
Segment Size (Annual) | $7.7 B | $3.5 B | $2.2 B | ||
Flowers 3 Year $ Sales CAGR | + 6.6% | + 2.8% | + 62.5% |
40 (1) IRI Scan Data - Flowers Custom Database 12 Weeks Ending 7-12-2020, 52 Weeks Ending 7-12-2020 for annual numbers
Driving Brand Presence with Retail Partners
- Consumer-relevantbrands appeal to a broad range of consumer demographics
- Brand portfolio delivers incremental category sales and margin growth
- Provide best-in-class category leadership as we navigate uncertain times
BRAND LOYALTY − % OF BUYER CATEGORY DOLLARS SPENT WITHIN BRAND1
25.5 | ||||||
18.3 | 21.0 | |||||
15.0 | 15.8 | |||||
14.3 | 12.3 | |||||
8.2 | ||||||
Nature's Own | Wonder | Dave's Killer Bread Canyon Bakehouse | Peer 1 | Peer 2 | Peer 3 | Peer 4 |
41 | (1) IRI Panel Data Total US Category % Share of Requirements, 52 WE 7/12/2020. Peers are leading competitive national bread brands |
Acquisition Strategy
Mark
Gerrish
Welcome
Strategic Priorities
Growth Imperatives & Supply Chain Optimization
Driving Brand Relevance
Brand Portfolio Strategy
Acquisition Strategy
Financial Review & Capital Allocation Question & Answer Session
Vice President, Corporate Development
Key Takeaways
Positioned for growth | Structured | Partner with innovation | Explore opportunities |
with strong free cash | |||
approach drives | team to identify | in core and grain- | |
flow, balance sheet, and | |||
repeatable process | opportunities | based adjacencies | |
M&A track record | |||
43
Positioned for Growth Through M&A
Proven track record of acquiring and growing differentiated bakery brands
Strong balance sheet and cash flow generation enable investment
in further growth
DAVE'S KILLER BREAD TRACKED RETAIL SALES ($M)
#1 Organic Loaf | $570 |
5YR CAGR
+45%
CANYON BAKEHOUSE
TRACKED RETAIL SALES ($M)
#1 Gluten-free Loaf | $64 |
2YR CAGR | |
+58% | |
$26 |
$90
TTM-Q2'15TTM-Q2'20
TTM-Q2'18TTM-Q2'20
44 Source: IRI Scan Data - Flowers Custom Database
Structured Approach to M&A
Clearly defined, repeatable process
Link between corporate | Steady stream |
development, strategy, | |
of opportunities | |
and innovation | |
Deep industry | Integration |
relationships | is crucial |
Explicit
strategic criteria
M&A is a capability
Monitoring and post-mortems
45
Role of Smart M&A
Partner with innovation team to identify opportunities beyond our core
SOLIDIFY THE CORE
• Infrastructure and distribution growth
in underdeveloped markets
- Leverage existing brands
GEOGRAPHIC
EXPANSION
- Fill in existing markets
- Expand into newer markets
INNOVATIVE ADJACENCIES
• Gain exposure to growing, underdeveloped segments and innovative brands
- Focus on platform assets that bring new capabilities
ALTERNATIVE DEAL
STRUCTURES
- Joint ventures
- Minority investments
- Strategic partnerships
46
Financial Review
& Capital Allocation
Steve
Kinsey
Welcome
Strategic Priorities
Growth Imperatives & Supply Chain Optimization
Driving Brand Relevance
Brand Portfolio Strategy
Acquisition Strategy
Financial Review & Capital Allocation
Question & Answer Session
Chief Financial Officer & Chief Accounting Officer
Key Takeaways
Solid Q2 results, | Strong free cash | Long-term targets | Growth roadmap |
supported by leading | |||
positive 2020 | flow, consistent | highlights long- | |
brands and growth | |||
outlook | capital allocation | term opportunity | |
strategy | |||
48
Q2 2020 Financial Review
NET SALES
$1.026B +5.1% v PY
- Price/Mix +8.4%; Volume -3.3%
- Growth from branded retail more than offsetting lower store-branded retail and foodservice sales
ADJ. EBITDA1
$128.5M +21.4% v PY
- 12.5% of sales, up 170 bps
- Increased primarily due to improved product mix, partially offset by higher employee incentive costs and IDP fees on lower transportation costs
CASH FLOWS − YTD
Cash from Ops | Dividends |
$275.8M | $82.6M |
Capex | |
$46.6M |
GAAP DILUTED EPS
$0.27 +$0.02 v PY
ADJ. DILUTED EPS2
$0.33 +$0.08 v PY
Increased adj. EBITDA partially offset by higher tax rate
49 | (1) | Earnings before interest, taxes, depreciation & amortization (EBITDA), adjusted for matters affecting comparability. See non-GAAP reconciliations at the end of this slide presentation. |
(2) | Earnings per share (EPS), adjusted for matters affecting comparability. See non-GAAP reconciliations at the end of this slide presentation. |
Fiscal 2020 Guidance (Updated Aug 6, 2020)
SALES GROWTH1
+4.0% to +5.0%
OTHER
Depreciation & amortization -
$145 to $150 million
Net interest expense -
$11 million
Capital expenditures -
$85 to $95 million
ADJ. EPS2
$1.15 to $1.25
Effective tax rate -
Approx. 24.0% to 24.5%
Diluted shares outstanding -
Approx. 212.5 million
Fiscal 2020 H2
Considerations
- Food at home consumption remains elevated, not as high as Q1 levels
- Foodservice stabilizing and beginning to recover, still well below normal
- Pace of return-to-work and back-to-school
- Navigating pandemic impact on bakery operations
50 (1) Week 53 expected to contribute 1.5% of overall sales growth.
(2) Adjusted for matters affecting comparability. See non-GAAP reconciliations at the end of this presentation.
Steady Free Cash Flow
Strong free cash flow | Cash Flow Drivers |
growth supports | • Growing sales |
investments | • Focus on cash margins |
in the business, | |
• Predictable capex | |
M&A strategy, and | |
capital returns |
FREE CASH FLOW1 TO FUEL ACCRETIVE
INVESTMENTS (MILLIONS)
$255 | $263 | $332 | |
$245 | |||
$222 | |||
$196 |
FY-15 | FY-16 | FY-17 | FY-18 | FY-19 | LTM-20 |
51 (1) Operating Cash flow minus Capital Expenditures. See non-GAAP reconciliations at the end of this presentation.
Consistent Capital Allocation
Capital Allocation Principles:
- Capex to support core business growth
- Maintain investment grade credit rating
- Support strong dividend
- Smart, disciplined acquisitions
- Opportunistic share repurchases
CAPITAL ALLOCATION (MILLIONS)
$395 | Dividends | Share Repurchases | ||
Cash for Acquisitions | ||||
$200
$126 | $3 | $2 | $7 | $1 | |
$7 | |||||
$120 | $131 | $141 | $150 | $160 | $163 |
FY-15 | FY-16 | FY-17 | FY-18 | FY-19 | LTM-20 |
52
Track Record of De-LeveragingPost-M&A
Maintaining flexibility to capitalize | TOTAL DEBT1 | (MILLIONS) |
on value-creating opportunities | ||
1968 to 2020: MORE THAN 100 ACQUISITIONS |
$984 | $928 | $980 | |
$867 | |||
$805 | |||
FY-15 | FY-16 | FY-17 | FY-18 | FY-19 |
53 (1) Excludes lease liabilities
Long Track Record of Growth
SALES GROWTH COMPONENTS1 (MILLIONS) | TOTAL SHAREHOLDER RETURNS |
10yr CAGR | |||||||||||
+5.2% | 10yr TSR2 | ||||||||||
+11.4% | |||||||||||
Aug | Aug | Aug | Aug | Aug | Aug | Aug | Aug | Aug | Aug | Aug | |
3 | '10 | '11 | '12 | '13 | '14 | '15 | '16 | '17 | '18 | '19 | '20 |
1. | Source: Company filings. | |
54 | 2. | Total Shareholder Return (TSR) assumes reinvestment of dividends. Source: NASDAQ |
3. | Acquisition category includes sales for 12 months following purchase |
Key Drivers to Achieving our Long-term Growth Targets
GROWTH | +1-2% | +4-6% | +7-9% | ||
LONG-TERM | |||||
TARGETS1 | SALES | ADJ. EBITDA2 | ADJ. EPS3 | ||
Focus on leading, iconic brands to grow share
Portfolio strategy prioritizes higher-priced,higher-profit products and customers
Supply chain optimization enhances operating leverage, streamlines fixed cost structure
Strong free cash flow generation provides fuel for accretive M&A, opportunistic share repurchases, and dividends
(1) Sales and adjusted EBITDA targets reflect organic business growth; adjusted EPS target includes the potential impact of future M&A and share repurchases.
55 (2) Earnings before interest, taxes, depreciation & amortization (EBITDA), adjusted for matters affecting comparability. See non-GAAP reconciliations at the end of this slide presentation.
- Earnings per share (EPS), adjusted for matters affecting comparability. See non-GAAP reconciliations at the end of this slide presentation.
Roadmap to Delivering Long-term Targets
FY2020
- Favorable mix shift
- Accelerate optimization initiatives
- Performance above
long-term targets
- 53-weekyear
FY2021
- Adjust to the new-normal
- Deliver operational improvements
- Headwinds as
consumer behavior normalizes
- 52-weekyear
FY2022
- Brands driving above-category sales growth
- Performance in-line
with long-term targets
- 52-weekyear
56
OUR VISION HAS NEVER BEEN CLEARER
Right structure with a passionate team committed to continued success
Emotional connection of fresh bread offers innovative brands the opportunity to appeal powerfully to consumers
Competitive, leading operator with combination of strong brands and scale
Opportunity to grow through product adjacencies, innovation, and M&A
57
Question
- Answer Session
Strategic Priorities
Growth Imperatives & Supply Chain Optimization
Driving Brand Relevance
Brand Portfolio Strategy
Acquisition Strategy
Financial Review & Capital Allocation
Question & Answer Session
Information 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, adjusted EBIT, 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, free cash flow, 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 earnings before interest, taxes, depreciation and amortization. The company defines free cash flow as operating cash flow minus capital expenditures. The company believes that free cash flow provides investors a better understanding of the company's liquidity position. 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 EPS, adjusted income tax expense, adjusted SD&A, respectively, 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.
The company defines net debt as total debt less cash and cash equivalents. Net debt to EBITDA is used as a measure of financial leverage employed by the company. The company defines free cash flow as operating cash flow minus capital expenditures. The company believes that free cash flow provides investors a better understanding of the company's liquidity position. 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 above.
The reconciliations attached provide reconciliations of the non-GAAP measures used in this presentation or release to the most comparable GAAP financial measure.
59
Reconciliation of Non-GAAP Financial Measures
Reconciliation of Earnings per Share to Adjusted Earnings per Share
For the 12 | For the 12 | |||||||
Week Period | Week Period | |||||||
Ended | Ended | |||||||
July 11, 2020 | July 13, 2019 | |||||||
Net income per diluted common share | $ | 0.27 | $ | 0.25 | ||||
Restructuring and related impairment charges | 0.04 | 0.01 | ||||||
Project Centennial consulting costs | 0.02 | - | ||||||
Legal settlements | - | (0.01) | ||||||
Executive retirement agreement | - | NM | ||||||
Adjusted net income per diluted common share | $ | 0.33 | $ | 0.25 |
NM - not meaningful.
Certain amounts may not add due to rounding.
60
Reconciliation of Non-GAAP Financial Measures
Reconciliation of Gross Margin
For the 12 Week | For the 12 Week | ||||||||||
Period Ended | Period Ended | ||||||||||
July 11, 2020 | July 13, 2019 | ||||||||||
Sales | $ | 1,025,861 | $ | 975,759 | |||||||
Materials, supplies, labor and other production costs | 506,033 | 508,552 | |||||||||
(exclusive of depreciation and amortization) | |||||||||||
Gross Margin excluding depreciation and amortization | 519,828 | 467,207 | |||||||||
Less depreciation and amortization for production activities | 18,113 | 18,590 | |||||||||
Gross Margin | $ | 501,715 | $ | 448,617 | |||||||
Depreciation and amortization for production activities | $ | 18,113 | $ | 18,590 | |||||||
Depreciation and amortization for selling, distribution and | 15,067 | 14,739 | |||||||||
administrative activities | |||||||||||
Total depreciation and amortization | $ | 33,180 | $ | 33,329 |
(000's omitted)
61
Reconciliation of Non-GAAP Financial Measures
Reconciliation of Selling, Distribution and Administrative Expenses to Adjusted SD&A
For the 12 | For the 12 | ||||||||
Week Period | Week Period | ||||||||
Ended | Ended | ||||||||
Selling, distribution and administrative expenses (SD&A) | July 11, 2020 | July 13, 2019 | |||||||
$ | 396,904 | $ | 359,497 | ||||||
Project Centennial consulting costs | (5,584) | - | |||||||
Legal (settlements) recovery | - | 1,286 | |||||||
Executive retirement agreement | - | 568 | |||||||
Adjusted SD&A | $ | 391,320 | $ | 361,351 |
62
Reconciliation of Non-GAAP Financial Measures
Reconciliation of Net Income to EBITDA and Adjusted EBITDA
For the 12 | For the 12 | ||||||||
Week Period | Week Period | ||||||||
Ended | Ended | ||||||||
July 11, 2020 | July 13, 2019 | ||||||||
Net income | $ | 57,919 | $ | 53,095 | |||||
Income tax expense | 18,493 | 15,951 | |||||||
Interest expense, net | 2,869 | 2,769 | |||||||
Depreciation and amortization | 33,180 | 33,329 | |||||||
EBITDA | 112,461 | 105,144 | |||||||
Other pension cost | (72) | 519 | |||||||
Restructuring and related impairment charges | 10,535 | 2,047 | |||||||
Project Centennial consulting costs | 5,584 | - | |||||||
Legal settlements (recovery) | - | (1,286) | |||||||
Executive retirement agreement | - | (568) | |||||||
Adjusted EBITDA | $ | 128,508 | $ | 105,856 | |||||
Sales | $ | 1,025,861 | $ | 975,759 | |||||
Adjusted EBITDA margin | 12.5% | 10.8% | |||||||
63
Reconciliation of Non-GAAP Financial Measures
Reconciliation of Income from Operations to Adjusted Income from Operations
For the 12 Week | For the 12 Week | |||||||
Period Ended | Period Ended | |||||||
July 11, 2020 | July 13, 2019 | |||||||
Income from operations | $ | 79,209 | $ | 72,334 | ||||
Restructuring and related impairment charges | 10,535 | 2,047 | ||||||
Project Centennial consulting costs | 5,584 | - | ||||||
Legal (recovery) settlements | - | (1,286) | ||||||
Executive retirement agreement | - | (568) | ||||||
Adjusted income from operations | $ | 95,328 | $ | 72,527 | ||||
64
Reconciliation of Non-GAAP Financial Measures
Reconciliation of Income Tax Expense to Adjusted Income Tax Expense
For the 12 Week | For the 12 Week | |||||||
Period Ended | Period Ended | |||||||
July 11, 2020 | July 13, 2019 | |||||||
Income tax expense | $ | 18,493 | $ | 15,951 | ||||
Tax impact of: | 2,634 | |||||||
Restructuring and related impairment charges | 517 | |||||||
Project Centennial consulting costs | 1,396 | - | ||||||
Legal (recovery) settlements | - | (325) | ||||||
Executive retirement agreement | - | (143) | ||||||
Adjusted income tax expense | $ | 22,523 | $ | 16,000 |
65
Reconciliation of Non-GAAP Financial Measures
Reconciliation of Net Income to Adjusted Net Income
For the 12 Week | For the 12 Week | ||||
Period Ended | Period Ended | ||||
July 11, 2020 | July 13, 2019 | ||||
Net income | $ | 57,919 | $ | 53,095 | |
Restructuring and related impairment charges | 7,901 | 1,530 | |||
Project Centennial consulting costs | 4,188 | - | |||
Legal (recovery) settlements | - | (961) | |||
Executive retirement agreement | - | (425) | |||
Adjusted net income | $ | 70,008 | $ | 53,239 | |
66
Reconciliation of Non-GAAP Financial Measures
Reconciliation of Earnings per Share - Full Year Fiscal 2020 Guidance
Range Estimate | ||||||
Net income per diluted common share | $ | 0.66 | to | $ | 0.76 | |
Restructuring and related impairment charges | 0.04 | 0.04 | ||||
Project Centennial consulting costs | 0.03 | 0.03 | ||||
Legal settlements | 0.01 | 0.01 | ||||
Pension plan settlement and curtailment loss | 0.41 | 0.41 | ||||
Other pension plan termination costs | NM | to | NM | |||
Adjusted net income per diluted common share | $ | 1.15 | $ | 1.25 |
Certain amounts may not add due to rounding.
67
Reconciliation of Non-GAAP Financial Measures
Reconciliation of Cash Provided by Operating Activities to Free Cash Flow*
Cash Provided by | Purchase of Plant, | |||||
Operating | Property and | |||||
Time Period | Activities | Equipment | Free Cash Flow | |||
2Q20 TTM | $ | 434,689 | $ | 102,867 | $ | 331,822 |
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 |
* Cash provided by operating activities less purchase of plant, property and equipment.
68
Reconciliation of Non-GAAP Financial Measures
Reconciliation of Net Income to EBITDA and Adjusted EBITDA
For the 12 | For the 16 | For the 12 | Trailing 52 | |||||||||||||||||||
Week Period | For the 12 Week | Week Period | Week Period | Week Period | ||||||||||||||||||
Ended | Period Ended | Ended | Ended | Ended | ||||||||||||||||||
October 5, 2019 | December 28, 2019 | April 18, 2020 | July 11, 2020 | July 11, 2020 | ||||||||||||||||||
Net income (loss) | $ | 43,358 | $ | 2,219 | $ | (5,772) | $ | 57,919 | $ | 97,724 | ||||||||||||
Income tax expense (benefit) | 12,442 | (1,047) | (2,019) | 18,493 | 27,869 | |||||||||||||||||
Interest expense, net | 2,334 | 2,170 | 3,314 | 2,869 | 10,687 | |||||||||||||||||
Depreciation and amortization | 33,196 | 32,884 | 44,663 | 33,180 | 143,923 | |||||||||||||||||
EBITDA | 91,330 | 36,226 | 40,186 | 112,461 | 280,203 | |||||||||||||||||
Other pension cost | 518 | 519 | 143 | (72) | 1,108 | |||||||||||||||||
Project Centennial consulting costs | - | 784 | 3,392 | 5,584 | 9,760 | |||||||||||||||||
Restructuring and related impairment charges | 3,277 | 17,482 | - | 10,535 | 31,294 | |||||||||||||||||
Other pension plan termination costs | - | - | 133 | - | 133 | |||||||||||||||||
Pension plan settlement and curtailment loss | - | - | 116,207 | - | 116,207 | |||||||||||||||||
Legal settlements (recovery) | - | 29,150 | 3,220 | 32,370 | ||||||||||||||||||
Executive retirement agreement | - | - | - | - | ||||||||||||||||||
Loss on inferior ingredients | - | 376 | - | - | 376 | |||||||||||||||||
Adjusted EBITDA | $ | 95,125 | $ | 84,537 | $ | 163,281 | $ | 128,508 | $ | 471,451 |
69
Reconciliation of Non-GAAP Financial Measures
Reconciliation of Debt to Net Debt and Calculation of Net
Debt to Trailing Twelve Month Adjusted EBITDA Ratio
As of | ||||||
July 11, 2020 | ||||||
Current maturities of long-term debt | $ | - | ||||
Long-term debt | 1,009,596 | |||||
Total debt | 1,009,596 | |||||
Less: Cash and cash equivalents | 299,562 | |||||
Net Debt | $ | 710,034 | ||||
Adjusted EBITDA for the Trailing Twelve Months Ended July 11, 2020 | $ | 471,451 | ||||
Ratio of Net Debt to Trailing Twelve Month Adjusted EBITDA | 1.5 |
70
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Flowers Foods Inc. published this content on 07 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 August 2020 08:43:09 UTC