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): May 22, 2008

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

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Item 2.02. Results of Operations and Financial Condition.

     On May 22, 2008, Flowers Foods, Inc. issued a press release (i) announcing its financial condition and results of operations as of and for the first quarter of fiscal 2008 and (ii) updating its guidance for fiscal 2008. A copy of the press release is furnished with this Report as Exhibit 99.1.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On May 22, 2008, Flowers Foods, Inc. issued a press release announcing several key management appointments and a realignment of its operating structure. A copy of the press release is attached to this Report as Exhibit 99.2.

     Gene D. Lord was named executive vice president and chief operating officer. Mr. Lord, 61, began his career with Flowers in 1966 and was successively promoted to levels of greater responsibility within in the company, including bakery president and regional vice president. In 2002, he was named president and chief operating officer of the company’s Bakeries Group, which represents 80% of company sales.

     Allen L. Shiver was named executive vice president and chief marketing officer. Mr. Shiver, 51, became a full time employee at Flowers in 1979. He has held a variety of executive positions for the company, including vice president of marketing, regional vice president, and executive vice president of Flowers Bakeries. In 2003, Mr. Shiver was named president and chief operating officer of the Specialty Group.

     Bradley K. Alexander was named president of Flowers Bakeries. Mr. Alexander, 49, began his career with Flowers in 1981. He has held various positions in sales, operations and marketing, including bakery president and senior vice president of sales and marketing for Flowers Bakeries. In 2003, Mr. Alexander was named regional vice president.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number	Description
99.1	Press Release of Flowers Foods, Inc. dated May 22, 2008
99.2	Press Release of Flowers Foods, Inc. dated May 22, 2008

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/ R. Steve Kinsey
	Name:	R. Steve Kinsey
	Title:  Executive Vice President and Chief Financial Officer

Date: May 22, 2008    

 

3

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Flowers Foods, Inc. dated May 22, 2008
99.2	Press Release of Flowers Foods, Inc. dated May 22, 2008

4

EX-99.1

EXHIBIT 99.1

May 22, 2008 Company Press Release Flowers Foods (NYSE: FLO)

FLOWERS FOODS REPORTS FIRST QUARTER RESULTS; UPDATES 2008 GUIDANCE

THOMASVILLE, GA— Flowers Foods (NYSE: FLO) today reported results for its 16-week first quarter ended April 19, 2008. The company also updated its earnings guidance for the year.

§	Sales increased 10.9% to $676.7 million in the first quarter of 2008 over the first quarter of 2007. The increase was driven by higher pricing, increased volume, and positive mix shifts.
§	Net income in the quarter increased 25.6% to $35.8 million, or $.39 per diluted share, over the prior year’s first quarter.
§	EBITDA was $75.1 million, or 11.1% of sales, an increase of 15.4% over the same period in 2007.
§	Branded retail sales were up 13.8% in the quarter, driven by Nature’s Own soft variety and premium breads and Nature’s Own Whitewheat breads as well as by regional white bread brands.
§	Sales and earnings guidance for 2008 was updated, increasing expected sales to a new range of $2.220 billion to $2.271 billion and net income to a new range of $106.6 million to $113.6 million, or $1.15 per share to $1.23 per share.

George E. Deese, Flowers Foods’ Chairman, CEO, and President said, “Our results in the first quarter once again prove the strength of our brands, our team, and our operating strategies. Sales of our branded products were robust and our internal data shows unit growth of 2.6%. Increased sales to fast food restaurants partially offset lower unit sales to casual dining providers.

“Investments over the long term in bakery technology, distribution systems, and information technology have helped make Flowers Foods one of the most efficient operators in our industry. We continue to face the most dramatic cost increases the baking industry has ever experienced, but our team remains focused on executing our strategies, further improving our efficiencies, taking costs out of our business wherever possible, and maintaining the quality and value of our products. These efforts, along with pricing actions, helped offset our higher input costs in the quarter and allowed us to achieve another good quarter.”

In keeping with the company’s separate announcement today concerning several key executive appointments and operating alignment, financial information presented in this first quarter earnings release shows segment data for direct-store-delivery or DSD, which was previously reported as Bakeries Group, and warehouse delivery, which was previously reported as Specialty Group.

1

First Quarter Results

For the first quarter, sales increased 10.9% to $676.7 million over the $609.9 million reported for last year’s first quarter. Net income was $35.8 million, or $.39 per diluted share, an increase of 25.6% over the $28.5 million, or $.31 per diluted share, reported for the 2007 first quarter. The quarter’s sales increase of 10.9% was achieved through a favorable pricing/mix of 9.5% and volume increase of 1.4%. During the quarter, the company’s direct-store-delivery sales grew at 13.3% due to a favorable pricing/mix of 10.4% and unit volume increase of 2.9%. Sales through warehouse delivery increased 1.5%, reflecting positive pricing/mix of 2.8% partially offset by a volume decline of 1.3%.

For the quarter, gross margin as a percent of sales was 48.3% compared to 49.7% in the first quarter of 2007. The decrease in margin as a percent of sales was due to higher ingredient costs, partially offset by sales gains, better stales control, improved manufacturing efficiencies, and lower labor costs as a percent of sales.

Selling, marketing, and administrative costs as a percent of sales for the quarter were 37.2% compared to 39.0% in the prior year. The improvement as a percent of sales was due primarily to increased sales and lower employee-related and advertising costs as a percent of sales. Logistic costs as a percent of sales also decreased despite higher energy costs due to the company’s continued efforts to minimize miles traveled and to locate production closer to markets served.

Depreciation and amortization expenses for the first quarter remained relatively stable as compared to the prior quarter. Net interest income for the quarter was $1.6 million higher than the prior year first quarter due to higher interest income related to the sale of new territories to independent distributors and a decrease in interest expense due to lower average debt outstanding under the company’s credit facility. The effective tax rate for the quarter was 35.7% and the full-year tax rate is expected to be approximately 36.0%.

Operating margin for the first quarter also was strong at 8.0% as compared to 7.4% for the same period last year. EBITDA for the quarter was $75.1 million, or 11.1% of sales, an increase of 15.4% over EBITDA for the first quarter of 2007.

For the quarter, net cash provided by operating activities remained strong at $61.4 million. The company invested $23.3 million in capital improvements and paid dividends totaling $11.5 million to shareholders during the quarter. Under the share repurchase plan, the company acquired 256,248 shares of its common stock for $5.8 million, an average of $22.75 per share. Since the inception of the share repurchase plan,

2

the company has acquired 19.4 million shares of its common stock for $286.2 million, an average of $14.76 per share. The plan authorizes the company to repurchase up to 30.0 million shares of common stock.

Updated Guidance for Fiscal 2008

“The second quarter brings our steepest increase in commodity costs for the year and, in the short term, we will experience greater pressure due to those high costs,” Deese said. “However, we are confident in our ability to deliver strong results for the full year.” Updating guidance for fiscal 2008, he said the company now expects sales growth of 9.0% to 11.5%, excluding any future acquisitions. Therefore, sales for fiscal 2008 are expected to be $2.220 billion to $2.271 billion. Fiscal 2008 is a 53-week year and approximately 1.6% of estimated fiscal 2008 sales are expected from the 53rd week. The company expects net income will be 4.8% to 5.0% of sales, or $106.6 million to $113.6 million. With approximately 92.5 million average shares outstanding, earnings per share are expected to be $1.15 to $1.23, an increase of 12.7% to 20.6% over fiscal 2007. Previously, the company’s guidance for 2008 had been for sales $2.210 billion to $2.258 billion, net income of $99.5 million to $108.4 million, and earnings per share of $1.07 to $1.17.

Capital spending in fiscal 2008 is expected to be $95.0 million to $100.0 million, an amount that includes costs for construction of new production capacity as well as for maintaining and improving efficiencies in the company’s 36 existing bakeries.

Deese said, “To meet our goals, we must continue to manage our business well and further implement the strategies that have created competitive advantages for us in the marketplace. Our performance in the first quarter was strong in the face of cost pressures and the uncertainty of consumer behavior as energy and food costs rose. The updated guidance for this year anticipates continued sales growth in spite of possible economic downturn. Our team is focused on delivering good results that will help build shareholder value over the long term.”

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 first quarter conference call over the Internet at 8:30 a.m. (Eastern) May 22, 2008. The call will be broadcast live on Flowers’ Web site, www.flowersfoods.com, and can be

3

accessed by clicking on the web cast link on the home page. The call also will be archived on the company’s Web site.

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. Among the company’s top brands are Nature’s Own, Cobblestone Mill, Sunbeam, Blue Bird, and Mrs. Freshley’s. Flowers operates 36 bakeries that are among the most efficient in the baking industry. Flowers Foods produces, markets, and distributes fresh bakery products that are delivered to customers daily through a direct-store-delivery system serving the Southeast, Southwest, and Mid-Atlantic. The company also produces and distributes fresh snack cakes and frozen breads and rolls nationally through warehouse distribution. For more information, 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.

Investor Contact: Marta J. Turner, Senior VP/Corporate Relations, (229) 227-2348

Media Contact: Mary A. Krier, VP/Communications, (229) 227-2333

4

Flowers Foods
Consolidated Statement of Income
(000’s omitted, except per share data)

	For the 16 Week			For the 16 Week
	Period Ended			Period Ended
	04/19/08			04/21/07
Sales	$	676,707		$	609,947
Materials, supplies, labor and other production costs		349,971			306,952
Selling, marketing and administrative expenses		251,675			237,963
Depreciation and amortization		20,912			20,117
Income before interest, income taxes and minority interest (EBIT)		54,149			44,915
Interest income, net		3,497			1,933
Income before income taxes and minority interest (EBT)		57,646			46,848
Income tax expense		20,562			16,500
Income before minority interest		37,084			30,348
Minority interest in variable interest entity		(1,301	)		(1,855	)
Net income	$	35,783		$	28,493
Per share amounts:
Net income	$	0.39		$	0.31
Diluted weighted average shares outstanding		92,352			91,958

5

Flowers Foods
Segment Reporting
(000’s omitted)

	For the 16 Week			For the 16 Week
	Period Ended			Period Ended
	04/19/08			04/21/07
Sales:
Direct-Store-Delivery	$	553,934		$	489,012
Warehouse Delivery		122,773			120,935
	$	676,707		$	609,947
EBITDA:
Direct-Store-Delivery	$	70,911		$	61,324
Warehouse Delivery		11,419			12,099
Flowers Foods		(7,269	)		(8,391	)
	$	75,061		$	65,032
Depreciation and Amortization:
Direct-Store-Delivery	$	16,338		$	16,207
Warehouse Delivery		4,341			3,968
Flowers Foods		233			(58	)
	$	20,912		$	20,117
EBIT:
Direct-Store-Delivery	$	54,573		$	45,117
Warehouse Delivery		7,078			8,131
Flowers Foods		(7,502	)		(8,333	)
	$	54,149		$	44,915

6

Flowers Foods
Condensed Consolidated Balance Sheet
(000’s omitted)

	04/19/08
Assets
Cash and Cash Equivalents	$	42,478
Other Current Assets		274,827
Property, Plant & Equipment, net		489,083
Distributor Notes Receivable (includes $11,294 current portion)		101,562
Other Assets		47,440
Cost in Excess of Net Tangible Assets, net		97,908
Total Assets	$	1,053,298
Liabilities and Stockholders’ Equity
Current Liabilities	$	231,197
Bank Debt		0
Other Debt and Capital Leases (includes $4,414 current portion)		27,521
Other Liabilities		87,653
Minority Interest in Variable Interest Entity		8,735
Common Stockholders’ Equity		698,192
Total Liabilities and Stockholders’ Equity	$	1,053,298

7

Flowers Foods
Condensed Consolidated Statement of Cash Flows
(000’s omitted)

	For the 16 Week
	Period Ended
	04/19/08
Cash flows from operating activities:
Net income	$	35,783
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		20,912
Minority interest in variable interest entity		1,301
Stock compensation		3,399
Changes in assets and liabilities		52
Net cash provided by operating activities		61,447
Cash flows from investing activities:
Purchase of property, plant and equipment		(23,324	)
Other		(2,030	)
Net cash disbursed for investing activities		(25,354	)
Cash flows from financing activities:
Dividends paid		(11,534	)
Stock options exercised		2,404
Income tax benefit related to stock awards		1,599
Stock repurchases		(5,829	)
Increase in book overdraft		1,675
Proceeds from debt borrowings		3,500
Debt and capital lease obligation payments		(5,408	)
Net cash disbursed for financing activities		(13,593	)
Net increase in cash and cash equivalents		22,500
Cash and cash equivalents at beginning of period		19,978
Cash and cash equivalents at end of period	$	42,478

8

Flowers Foods
Reconciliation of Net Income to EBITDA from Continuing Operations
(000’s omitted)

	For the 16 Weeks
	Ended 4/19/08
Net Income	$	35,783
Minority interest in variable interest entity		1,301
Income tax expense		20,562
Interest income, net		(3,497	)
Depreciation and amortization		20,912
EBITDA from Continuing Operations	$	75,061

9

EX-99.2

EXHIBIT 99.2

May 22, 2008 Company Press Release Flowers Foods (NYSE: FLO)

FLOWERS FOODS ANNOUNCES KEY EXECUTIVE PROMOTIONS;
ALIGNS MANAGEMENT STRUCTURE FOR FUTURE GROWTH

THOMASVILLE, GA—Flowers Foods (NYSE: FLO), one of America’s leading bakery foods companies, today announced several key management appointments as well as a realignment of its operating structure for future growth. The following promotions, which are effective immediately, were announced:

§	Gene D. Lord named executive vice president and chief operating officer of Flowers Foods
§	Allen L. Shiver named executive vice president and chief marketing officer of Flowers Foods
§	Bradley K. Alexander named president of Flowers Bakeries

Gene D. Lord named executive vice president and chief operating officer

Mr. Lord, 61, began his career with Flowers in 1966 and was successively promoted to levels of greater responsibility within in the company, including bakery president and regional vice president. In 2002, he was named president and chief operating officer of the company’s Bakeries Group, which represents 80% of company sales. With the current appointment, Mr. Lord will assume responsibility for all company operations as well as the supply chain, human resources, and information technology support teams.

Allen L. Shiver named executive vice president and chief marketing officer

Mr. Shiver, 51, became a full time employee at Flowers in 1979 after working part time during high school and college. He has held a variety of executive positions for the company, including vice president of marketing, regional vice president, and executive vice president of Flowers Bakeries. In 2003, Mr. Shiver was named president and chief operating officer of the Specialty Group. In his new position, Mr. Shiver will oversee the national sales team and provide strategic direction for marketing, product innovation, and category management/consumer insights.

Bradley K. Alexander named president of Flowers Bakeries

Mr. Alexander, 49, began his career with Flowers in 1981. He has held various positions in sales, operations and marketing, including bakery president and senior vice president of sales and marketing for Flowers Bakeries. In 2003, Mr. Alexander was named regional vice president. As president of Flowers

Bakeries, Mr. Alexander will oversee all the company’s operations, including fresh breads and rolls, frozen breads and rolls, and snack cake bakeries.

Other Executive Vice President Appointments

Other members of the top executive team also have been appointed to the executive vice president level, including:

§	R. Steve Kinsey, executive vice president and chief financial officer
§	Stephen R. Avera, executive vice president, secretary and general counsel
§	Michael A. Beaty, executive vice president of supply chain
§	Marta Jones Turner, executive vice president of corporate relations

Senior Vice President Appointments

The following individuals have been appointed to the senior vice president level:

§	Karyl H. Lauder, senior vice president and chief accounting officer
§	Donald A. Thriffiley, Jr., senior vice president of human resources
§	Vyto F. Razminas, senior vice president and chief information officer

George E. Deese, Flowers Foods’ chairman, chief executive officer, and president, said, “These management changes position Flowers Foods for future growth and are in line with our long term leadership development strategy and management succession plan. Gene, Allen, Brad and other members of our top team are proven leaders for our company and they helped develop the operating strategies that have delivered the competitive advantages our company enjoys today. We have delivered exceptional results in each of the past five years, and I believe this is the right team to deliver this type of performance going forward.

“Aligning all sales and operations under Flowers Bakeries also helps position the company for future growth,” Deese said. “We are realigning operations to provide greater support for our direct-store-delivery regions and warehouse delivery businesses, which will allow our team to better manage anticipated growth. As we expand our geographic footprint through organic growth and strategic acquisitions, the realigned operating and key management structure will help maximize profitability.”

Deese said that public reporting of segment data is expected to remain the same under the realigned operating structure. The company will report results for its direct-store-delivery (previously reported as Bakeries Group) and warehouse delivery businesses (previously reported as Specialty Group).

Deese continued, “Our team remains focused on delivering good results and on further refining our strategies to maintain our advantage in the marketplace as we work to create and preserve value for our shareholders.”

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. Among the company’s top brands are Nature’s Own, Cobblestone Mill, Sunbeam, Blue Bird, and Mrs. Freshley’s. Flowers operates 36 bakeries that are among the most efficient in the baking industry. The company produces fresh bakery products that are delivered to customers daily through a direct-store-delivery system serving the Southeast, Southwest, and Mid-Atlantic. The company also produces fresh snack cakes and frozen breads/rolls that are delivered through warehouse distribution to retailers and foodservice nationwide. For more information, 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.

Investor Contact: Marta J. Turner, Executive VP/Corporate Relations, (229) 227-2348

Media Contact: Mary A. Krier, VP/Communications, (229) 227-2333