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.

3

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.

  1. 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%

18

(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%

19

(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

20

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

  1. 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

29

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

Print

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.

  1. 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