-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JcPZPjJ/phiyp7I5ogOdd9cmcxC8R2t1Tc6ubDDk/XT0Npb2eHJj7+hMWU0s3K2o m8rx7V+zmPmN/BNqUkcEVQ== 0000891092-04-000540.txt : 20040205 0000891092-04-000540.hdr.sgml : 20040205 20040205094330 ACCESSION NUMBER: 0000891092-04-000540 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040205 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLOWERS FOODS INC CENTRAL INDEX KEY: 0001128928 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 582582379 STATE OF INCORPORATION: GA FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16247 FILM NUMBER: 04568687 BUSINESS ADDRESS: STREET 1: 1919 FLOWERS CIRCLE CITY: THOMASVILLE STATE: GA ZIP: 31757 BUSINESS PHONE: 9122269110 MAIL ADDRESS: STREET 1: 1919 FLOWERS CIRCLE CITY: THOMASVILLE STATE: GA ZIP: 31757 8-K 1 e16810_8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 5, 2004 FLOWERS FOODS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Georgia 1-16247 58-2582379 --------------- ----------- ------------- (State or other (Commission (IRS Employer jurisdiction File Number) Identification No.) of incorporation) 1919 Flowers Circle, Thomasville, GA 31757 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (229) 226-9110 ITEM 7. Financial Statements and Exhibits. c. Exhibits. The following exhibit is furnished as part of this Report: EXHIBIT NUMBER EXHIBIT 99.1 Press release of Flowers Foods, Inc. dated February 5, 2004 ITEM 9. Regulation FD Disclosure. On February 5, 2004 Flowers Foods, Inc. issued a press release announcing its financial condition and results of operations as of and for the fourth quarter and fiscal year ended January 3, 2004. A copy of the press release is furnished with this Report as Exhibit 99.1 and is incorporated herein by reference. This information, furnished under this "Item 9. Regulation FD Disclosure," is intended to be furnished under "Item 12. Disclosure of Results of Operations and Financial Condition" of Form 8-K. Consequently the information is not deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section. Furthermore, the information in this Report, including the exhibits, may only be incorporated by reference into the filings of the registrant under the Securities Act of 1933, as amended, or the Exchange Act if such subsequent filings specifically reference this Form 8-K. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FLOWERS FOODS, INC. By: /s/ Jimmy M. Woodward ----------------------------- Name: Jimmy M. Woodward Title: Sr. Vice-President, Chief Financial Officer and Chief Accounting Officer Date: February 5, 2004 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT 99.1 Press release of Flowers Foods, Inc. dated February 5, 2004 EX-99.1 3 e16810ex99_1.txt PRESS RELEASE Exhibit 99.1 Flowers Foods' Fiscal 2003 Results THOMASVILLE, Ga., Feb. 5 /PRNewswire-FirstCall/ -- Flowers Foods (NYSE: FLO) today reported net income of $17.2 million, or $.37 per share, for the 13-week fourth quarter ended January 3, 2004, compared to a loss of $9.9 million, or $.22 per share for the 12-week fourth quarter of fiscal 2002. The results for the fourth quarter of 2003 include income of $4.5 million, or $.09 per share, while the fourth quarter of fiscal 2002 includes a loss of $15.7 million, or $.35 per share, all related to discontinued operations representing the Mrs. Smith's Bakeries' frozen dessert business. For the 53-week fiscal year 2003, the company reported net income of $14.7 million, or $.32 per share, compared to a net loss of $17.0 million, or $.37 per share, for the 52-week fiscal year 2002. The fiscal 2003 results include a loss of $38.1 million, or $.83 per share, and the fiscal year 2002 results include charges of $37.4 million, or $.82 per share, related to the discontinued operations of the Mrs. Smith's Bakeries' frozen dessert business. Fiscal 2002 also reflects a charge of $23.1 million, or $.50 per share, for the cumulative effect of a change in accounting principle related to a goodwill impairment charge at Mrs. Smith's Bakeries. Sales Sales for the 13-week fourth quarter of fiscal 2003 increased 14.7% to $348.1 million compared to $303.5 million for last year's 12-week fourth quarter. The extra week contributed 8.2% of the sales increase. Sales attributable to recent acquisitions contributed 2.5% of the increase. A volume increase in branded products was the primary contributor to the balance of the sales increase, driven by new Nature's Own Healthline products. For fiscal year 2003, a 53-week year, sales increased 9.4% to $1.45 billion compared to $1.33 billion in fiscal 2002, which was a 52-week year for the company. Week 53 contributed 1.9% of the sales increase, sales from recent acquisitions contributed 3.2%, and volume gains in branded products contributed most of the remaining balance of the increase. Income from Continuing Operations Income from continuing operations for the fourth quarter was $12.7 million, or $.28 per share, compared to $5.8 million, or $.13 per share, in the fourth quarter of 2002. Full-year income from continuing operations was $52.8 million, or $1.15 per share, compared to $43.5 million, or $.95 per share, in fiscal 2002. During the fourth quarter, gross margin improved year over year due to sales increases of branded products. Selling, marketing and administrative expense was flat as a percentage of sales compared to the same quarter a year ago as the benefit of the increased sales was offset by increases in workforce related costs. The prior year fourth quarter included a $2.1 million asset impairment charge. Depreciation and amortization expense declined $1.3 million year over year as assets became fully depreciated. Net interest income of $1.0 million was comparable to that of the prior year. A tax rate of 38.5% was reported for the quarter, however, the company has tax loss carry-forwards that should result in no federal taxes being paid for the year. Discontinued Operations The fiscal 2003 fourth quarter income statement includes a benefit of $4.5 million related to the adjustment of state income tax valuation reserves related to the utilization of state operating losses incurred in the discontinued operations of the Mrs. Smith's Bakeries' frozen dessert business, which was sold to The Schwan Food Company on April 24, 2003. The $15.7 million loss reported for the fiscal 2002 fourth quarter represents the loss attributed to the frozen dessert business. Management's Discussion George E. Deese, president and chief executive officer of Flowers Foods, commented that the results reported today reflect the strength of Flowers Foods. "The Bakeries Group once again performed outstandingly with excellent results in the fourth quarter as well as the full year," Deese said. "Our Specialty Group, which was in transition during the year as we consolidated the businesses retained after the sale of the frozen dessert business, showed much improved results for the fourth quarter, with operating margins increasing over last year, a trend we expect to continue." Commenting further, Deese said, "Our fiscal year 2003 was a year of transition -- we sold the frozen dessert business, restructured the Specialty Group to include frozen breads and rolls, introduced several new products, and prepared for management succession. As a result, we begin 2004 with a solid foundation from which to grow. Our operating strategies provide us with competitive advantages and we will refine those strategies even further as the marketplace changes. We expect to continue generating strong cash flow, with which we will pay dividends, repurchase shares when appropriate, make acquisitions, and fund internal growth as we work to build long term-value for our shareholders." Guidance for 2004 Fiscal 2004 will be a 52-week year and sales are expected to be $1.475 to $1.5 billion with net income of approximately 3.75% to 4.0% of sales. The company's guidance represents management's estimates and targets only and is subject to risks and uncertainties as referenced below. Stock Repurchases During the fourth quarter, the company acquired approximately 634,000 shares of its common stock for $16.8 million, an average of $26.46 per share. For the full year, the company acquired approximately 875,000 shares of its common stock for $22.2 million, an average of $25.35 per share. These were the initial shares purchased in accordance with the share repurchase plan approved by the board of directors in 2002, which authorized the company to repurchase up to 7.5 million shares of stock. Dividend The company increased its dividend during fiscal 2003 and distributed a total of $15.1 million in dividend payments to shareholders during the year. The board of directors will consider the dividend at its regularly scheduled meeting. Any action taken will be announced following that meeting. Conference Call Flowers Foods will broadcast its quarterly conference call over the Internet at 10:30 a.m. (Eastern) on February 5, 2004. The call will be available at www.flowersfoods.com , and can be accessed by clicking on "Investor Center." An archived version of the call will be available on Flowers' Web site Thursday afternoon. Company Information Headquartered in Thomasville, Ga., Flowers Foods is one of the nation's leading producers and marketers of packaged bakery foods for retail and foodservice customers. Flowers operates 33 bakeries that produce a wide range of bakery products marketed through the Sun Belt states via an extensive direct-store-delivery network and nationwide through other delivery systems. Among the company's top brands are Nature's Own, Cobblestone Mill, BlueBird, Mrs. Freshley's, and European Bakers. For more information on the company, visit www.flowersfoods.com . Statements contained in this press release that are not historical facts are forward-looking statements. 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) competitive conditions in the baked foods industry, including promotional and price competition, (b) changes in consumer demand for our products, (c) the success of productivity improvements and new product introductions, (d) a significant reduction in business with any of our major customers including a reduction from adverse developments in any of our customer's business, (e) fluctuations in commodity pricing and (f) our ability to achieve cash flow from capital expenditures and acquisitions and the availability of new acquisitions that build shareholder value. In addition, our results may also be affected by general factors such as economic and business conditions (including the baked foods markets), interest and inflation rates and such other factors as are described in the company's filings with the Securities and Exchange Commission. Flowers Foods Consolidated Statement of Income (000's omitted, except per share data) For the 13-Week For the 12-Week Period Ended Period Ended Jan. 3, 2004 Dec. 28, 2002 Sales $348,075 $303,462 Materials, supplies, labor and other production costs 173,577 154,862 Selling, marketing and administrative expenses 143,274 124,997 Asset impairment 0 2,132 Depreciation and amortization 11,677 12,943 Income from continuing operations before interest and income taxes (EBIT) 19,547 8,528 Interest income, net 1,044 920 Income from continuing operations before income taxes (EBT) 20,591 9,448 Income tax expense 7,932 3,637 Income from continuing operations 12,659 5,811 Discontinued operations 4,544 (15,663) Net income (loss) $17,203 $(9,852) Per share amounts: Income from continuing operations $0.28 $0.13 Discontinued operations 0.09 (0.35) Net income (loss) $0.37 $(0.22) Diluted weighted average shares outstanding 45,888 45,446 Flowers Foods Consolidated Statement of Income (000's omitted, except per share data) For the 53-Week For the 52-Week Period Ended Period Ended Jan. 3, 2004 Dec. 28, 2002 Sales $1,452,995 $1,328,607 Materials, supplies, labor and other production costs 720,162 651,886 Selling, marketing and administrative expenses 596,843 550,055 Asset impairment 0 2,132 Depreciation and amortization 53,935 56,774 Income from continuing operations before interest, income taxes and cumulative effect of a change in accounting principle (EBIT) 82,055 67,760 Interest income, net 3,812 2,946 Income from continuing operations before income taxes and cumulative effect of a change in accounting principle (EBT) 85,867 70,706 Income tax expense 33,063 27,221 Income from continuing operations before cumulative effect of a change in accounting principle 52,804 43,485 Discontinued operations (38,146) (37,362) Income before cumulative effect of a change in accounting principle 14,658 6,123 Cumulative effect of a change in accounting principle 0 (23,078) Net income (loss) $14,658 $(16,955) Per share amounts: Income from continuing operations $1.15 $0.95 Discontinued operations (0.83) (0.82) Cumulative effect of a change in accounting principle 0.00 (0.50) Net income (loss) $0.32 $(0.37) Diluted weighted average shares outstanding 45,768 45,792 Flowers Foods Segment Reporting (000's omitted) For the For the For the For the 13-Week 12-Week 53-Week 52-Week Period Period Period Period Ended Ended Ended Ended Jan. 3, Dec. 28, Jan. 3, Dec. 28, 2004 2002 2004 2002 Sales: Flowers Bakeries Group $269,672 $239,996 $1,126,000 $1,050,143 Flowers Specialty Group 78,403 63,466 326,995 278,464 $348,075 $303,462 $1,452,995 $1,328,607 EBITDA from Continuing Operations*: Flowers Bakeries Group $31,806 $25,954 $137,843 $130,016 Flowers Specialty Group 8,362 4,940 30,552 22,240 Flowers Foods (8,944) (7,291) (32,405) (25,590) $31,224 $23,603 $135,990 $126,666 Depreciation and Amortization: Flowers Bakeries Group $9,451 $10,255 $43,342 $44,130 Flowers Specialty Group 2,370 2,643 10,846 12,454 Flowers Foods (144) 45 (253) 190 $11,677 $12,943 $53,935 $56,774 EBIT from Continuing Operations*: Flowers Bakeries Group $22,355 $15,699 $94,501 $85,886 Flowers Specialty Group 5,992 2,297 19,706 9,786 Flowers Foods (8,800) (7,336) (32,152) (25,780) $19,547 $10,660 $82,055 $69,892 *Excluding an asset impairment charge of $2,132 ($337 at Flowers Bakeries and $1,795 at Flowers Specialty) for the 12 and 52 weeks ended December 28, 2002. Flowers Foods Condensed Consolidated Balance Sheet (000's omitted) January 3, 2004 Assets Cash and Cash Equivalents $42,416 Other Current Assets 216,297 Property, Plant & Equipment, net 422,988 Distributor Notes Receivable (includes $7,996 current portion) 81,341 Other Assets 4,038 Cost in Excess of Net Tangible Assets, net 71,159 Total Assets $838,239 Liabilities and Stockholders' Equity Current Liabilities $157,846 Bank Debt 0 Other Debt (includes $3,184 current portion) 6,152 Other Liabilities 96,590 Common Stockholders' Equity 577,651 Total Liabilities and Stockholders' Equity $838,239 Flowers Foods Condensed Consolidated Statement of Cash Flows (000's omitted) For the For the 13 Weeks 53 Weeks Ended Ended Jan. 3, 2004 Jan. 3, 2004 Cash flows from operating activities: Net income $17,203 $14,658 Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization 11,677 53,935 Discontinued operations 0 18,145 Other (4,847) 3,632 Changes in assets and liabilities 17,636 (3,001) Net cash provided by operating activities 41,669 87,369 Cash flows from investing activities: Purchase of property, plant and equipment (12,545) (43,618) Acquisition net of cash acquired 0 (14,534) Divestiture of Mrs. Smith's Bakeries dessert business 0 231,551 Other 242 (280) Net cash (disbursed for) provided by investing activities (12,303) 173,119 Cash flows from financing activities: Dividends paid (4,489) (15,068) Stock options exercised (18) 1,677 Stock repurchases (16,771) (22,174) Payment for termination of derivative instruments 0 (5,330) Payment of book overdraft (12,162) (2,864) Other debt and capital lease obligation payments (298) (244,139) Net cash disbursed for financing activities (33,738) (287,898) Net decrease in cash and cash equivalents (4,372) (27,410) Cash and cash equivalents at beginning of period 46,788 69,826 Cash and cash equivalents at end of period $42,416 $42,416 SOURCE Flowers Foods -0- 02/05/2004 /CONTACT: Jimmy M. Woodward, Senior VP and Chief Financial Officer, +1-229-227-2266, or Marta J. Turner, VP Communications and Investor Relations, +1-229-227-2348, both of Flowers Foods/ /Web site: http://www.flowersfoods.com / (FLO) CO: Flowers Foods ST: Georgia IN: FOD SU: CCA ERN ERP MAV -----END PRIVACY-ENHANCED MESSAGE-----