-----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, RB9CKdgqvu9HgnNKB/CNDTu/p+VvwsGffhmS7ppkBtSUlh8+hEr3lHBScbn7WQ5v Ip9qwjBQd+BmWBIZIg015g== 0000950144-01-001912.txt : 20010207 0000950144-01-001912.hdr.sgml : 20010207 ACCESSION NUMBER: 0000950144-01-001912 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010201 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLOWERS INDUSTRIES INC /GA CENTRAL INDEX KEY: 0000826227 STANDARD INDUSTRIAL CLASSIFICATION: BAKERY PRODUCTS [2050] IRS NUMBER: 580244940 STATE OF INCORPORATION: GA FISCAL YEAR END: 0629 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09787 FILM NUMBER: 1526104 BUSINESS ADDRESS: STREET 1: 1919 FLOWERS CIRCLE STREET 2: P O BOX 1338 CITY: THOMASVILLE STATE: GA ZIP: 31799 BUSINESS PHONE: 9122269110 MAIL ADDRESS: STREET 1: 1919 FLOWERS CIRCLE STREET 2: P O BOX 1338 CITY: THOMASVILLE STATE: GA ZIP: 31799 FORMER COMPANY: FORMER CONFORMED NAME: FLOWERS INDUSTRIES OF GEORGIA INC DATE OF NAME CHANGE: 19871220 8-K 1 g66800e8-k.txt FLOWERS INDUSTRIES, INC. 1 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 1, 2001 ------------------------------- FLOWERS INDUSTRIES, INC. -------------------------------------------------------------- (Exact name of registrant as specified in its charter) Georgia 1-9787 58-0244940 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS employer of incorporation) File Number) Identification No.) 1919 Flowers Circle, Thomasville, GA 31757 ---------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (229) 226-9110 ---------------------------- 2 ITEM 5. OTHER EVENTS. On February 1, 2001, Flowers Industries, Inc. (the "Company") issued a press release announcing the results of its fourth quarter and fiscal year ended December 30, 2000. Before unusual items, net income was $.16 per share for the quarter and $.44 per share for the year, compared to $.15 per share for last year's fourth quarter, and $.28 per share reported for fiscal year 1999. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 7(c) - Exhibits 99.1 Press Release by Flowers Industries, Inc., dated February 1, 2001.
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 INDUSTRIES, INC. By: /s/ G. Anthony Campbell ------------------------------------- Name: G. Anthony Campbell ------------------------------- Title: Secretary and General Counsel ------------------------------ Date: February 6, 2001 3 EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT 99.1 Press Release by Flowers Industries, Inc., dated February 1, 2001.
EX-99.1 2 g66800ex99-1.txt PRESS RELEASE BY FLOWERS INDUSTRIES, INC. 1 EXHIBIT 99.1 - - February 1, 2001 Company Press Release Source: Flowers Industries (NYSE:FLO) - - - - FLOWERS INDUSTRIES REPORTS FOURTH QUARTER AND 2000 RESULTS THOMASVILLE, GA--Flowers Industries (NYSE: FLO) today reported results for its fourth quarter and fiscal year ended December 30, 2000. Sales for the 12-week quarter ended December 30, 2000 were $1.06 billion, an increase of 4.8% over the $1.01 billion recorded for the same period a year ago. Including all charges and insurance proceeds, net income for the fourth quarter was $10.28 million, or $.10 per share, compared to $19.30 million or $.19 per share for the same period a year ago. Before unusual items, net income for the quarter was $.16 per share, compared to $.15 per share for last year's fourth quarter. Sales for fiscal 2000 were $4.38 billion, an increase of 3.3% over the $4.24 billion reported last year. Including all charges and insurance proceeds, net income for fiscal 2000 was $45.53 million, or $.45 per share, compared to $7.29 million, or $.07 per share, reported for fiscal 1999. Before unusual items, net income for the year was $.44 per share compared to the $.28 per share reported for fiscal 1999. During the fourth quarter, Flowers Industries recorded non-recurring charges totaling $19.13 million. Non-recurring charges for the year, net of reversals, of $ 16.71 million were recorded. During the fourth quarter, Mrs. Smith's Bakeries, Flowers Industries' frozen baked foods unit, received insurance proceeds of $12.42 million. For the full year, Mrs. Smith's received $17.19 million in insurance proceeds. Flowers Bakeries, the company's fresh baked foods unit, recorded higher sales, but lower operating income compared to last year. Flowers Bakeries' sales in fiscal 2000 were $1.02 billion, a 5.7% increase over sales last year. For the 12-week period, sales were $233.98 million, a 7% increase over the same period last year. Flowers Bakeries' operating income or EBIT (Earnings Before Interest and Taxes) for the year was $62.92 million, a decrease of 6.1% from the $67.0 million reported for fiscal 1999. For the fourth quarter, Flowers Bakeries' operating income was $7.32 million, a 46.8% decrease from the $13.76 million reported for the same quarter last year. Flowers Bakeries' fiscal 2000 results include an adjustment of $1.15 million made to reverse part of a non-recurring charge that was taken in fiscal 1998. "Higher operating costs severely impacted Flowers Bakeries' results for the year, especially in the fourth quarter," said Amos R. McMullian, chairman of the board and chief executive officer of Flowers Industries. "Increased energy costs for production and distribution were a significant factor and we continued to experience cost issues in our northern region due to inadequate bun capacity. This will be addressed when our facility in Norfolk is opened in the spring of 2001." Mrs. Smith Bakeries reported external sales for 2000 of $603.75 million, a decrease of 0.5% from last year's $606.54 million. For the fourth quarter, external sales increased slightly to $180.17 million from last year's $180.09 million. Mrs. Smith's operating loss for the year was $28.03 million, compared to last year's loss of $53.26 million. For the fourth quarter, Mrs. Smith's operating income was $2.46 million, compared to a loss of $2.55 million in the same quarter last year. "Mrs. Smith's 2 continues to make progress each quarter and their improvement over last year is evident. We expect this improvement to continue," McMullian said. During the fourth quarter of fiscal 2000, Mrs. Smith's Bakeries reported a non-recurring charge of $18.86 million resulting from a write-down of intangible assets related to certain businesses acquired in prior years and the closure of a bakery operation in Georgia. In the fourth quarter, Mrs. Smith's received insurance proceeds of $12.42 million related to costs of mechanical breakdown and product contamination at certain plants during fiscal 1999. A portion of these costs is covered by company insurance policies and Mrs. Smith's filed claims under these policies for covered losses. For the year 2000, Mrs. Smith's recovered a total of $17.19 million in insurance proceeds related to these claims. Mrs. Smith's continues to pursue recovery under various insurance policies for additional covered losses. The claims process is lengthy and its outcome cannot be predicted with certainty. Keebler Foods (NYSE: KBL), the national cookie and cracker company in which Flowers Industries is the majority shareholder, reported sales of $2.76 billion for the year, an increase of 3.3% over last year's $2.67 billion. For the fourth quarter, sales increased 5.4%, to $645.32 million. Operating income for the year was $327.48 million, an increase of 24.1% over last year's $263.90 million. For the quarter, operating income was $91.60 million, an increase of 12.3% over the same quarter last year. Keebler's fiscal 2000 results include an adjustment of $996,000 made to reverse part of a non-recurring charge that was taken in fiscal 1999. For the fourth quarter and fiscal year, the amount reported for Flowers Industries in the segment data table that follows represents unallocated costs. For the year, these costs were $32.15 million, down slightly from last year's $33.31 million. For the fourth quarter, unallocated corporate costs were $8.92 million, up from $6.63 million last year due in large part to increased expenses related to Flowers' restructuring transaction. Flowers Industries announced on October 26, 2000, that it had reached an agreement to sell its majority stake in Keebler to the Kellogg Company. As part of this transaction, Flowers Industries also announced that it would spin-off a company called Flowers Foods that would be comprised of its two other business units--Flowers Bakeries and Mrs. Smith's Bakeries. Flowers Industries filed amended preliminary proxy materials related to the sale and spin-off with the U.S. Securities and Exchange Commission in January 2001. Dates related to the sale and spin-off will be available when these proxy materials are finalized and distributed. Upon completion of the transaction, Flowers Foods' historical financial data will treat Keebler as a discontinued operation. "We are looking forward to the culmination of the Keebler transaction," McMullian said. "After the transaction, our focus will be on operating Flowers Foods' business units and creating long-term value for our shareholders." Flowers Foods is expected to trade on the New York Stock Exchange under the Flowers Industries symbol FLO. Like its predecessor Flowers Industries, Flowers Foods will focus on growth opportunities in packaged baked foods. Flowers Industries (NYSE: FLO), headquartered in Thomasville, Ga., is a national branded baked foods company which produces and markets a full line of fresh and frozen packaged baked foods for retail, foodservice, in-store bakery, institutional and vend providers. These products are sold under 3 such well-known brands as Mrs. Smith's, Nature's Own, and Cobblestone Mill. Flowers Industries also holds a majority interest in Keebler Foods. Due to Flowers Industries' pending transaction involving the spin-off of Flowers Foods and sale of Keebler, the company will not hold a conference call in conjunction with this earnings release. A final Form 10 Registration Statement for Flowers Foods will be filed with the Securities and Exchange Commission and a definitive Proxy Statement will be mailed to Flowers Industries shareholders in the near future. The company expects to complete the transaction in the first quarter. Flowers Foods intends to hold a conference call shortly after the transaction is completed. 4 FLOWERS INDUSTRIES, INC. - -------------------------------------------------------------------------------- CONSOLIDATED STATEMENT OF INCOME (000's omitted, except per share data)
For the 12 - Week Period Ended ----------------------------------------------------- Percent DECEMBER 30, 2000 January 1, 2000 Change ------------------------ ---------------------- ------- Sales $ 1,059,464 100.0% $ 1,010,759 100.0% 4.8% Materials, supplies, labor and other production costs 474,468 44.8 460,761 45.6 ------------ --------- ----------- -------- Gross margin 584,996 55.2 549,998 54.4 6.4% Selling, marketing and administrative expenses 451,896 42.7 426,471 42.2 Depreciation and amortization 40,643 3.8 37,379 3.7 Insurance proceeds (12,419) (1.2) 0 0.0 Non-recurring charge 19,132 1.8 (8,853) (0.9) ------------ --------- ----------- -------- Income from operations (EBIT) 85,744 8.1 95,001 9.4 Interest expense, net 26,247 2.5 18,460 1.8 ------------ --------- ----------- -------- Income before income taxes and minority interest 59,497 5.6 76,541 7.6 Income taxes 24,196 2.3 37,158 3.7 ------------ --------- ----------- -------- Income before minority interest 35,301 3.3 39,383 3.9 Minority interest (25,019) (2.4) (20,087) (2.0) ------------ --------- ----------- -------- Net income $ 10,282 1.0% $ 19,296 1.9% ============ ========= =========== ======== EBITDA from Operations $ 133,100 12.6% $ 123,527 12.2% 7.7% ============ ========= =========== ======== Diluted Net Income Per Common Share: Net income per share $ 0.10 $ 0.19 ============ =========== Weighted average shares outstanding 100,253 100,529 ============ =========== Cash Dividends Paid Per Common Share $ 0.1325 $ 0.1325 ============ =========== RECONCILIATION OF NET INCOME TO INCOME BEFORE UNUSUAL ITEMS: Net income $ 10,282 $ 19,296 Non-recurring (credit)/charge and insurance proceeds, net of tax benefit 5,665 (4,459) ------------ ----------- Income before unusual items $ 15,947 $ 14,837 ============ =========== Diluted net income per common share $ 0.10 $ 0.19 Non-recurring (credit)/charge and insurance proceeds, net of tax benefit 0.06 (0.04) ------------ ----------- Income per share before unusual items $ 0.16 $ 0.15 ============ ===========
5 FLOWERS INDUSTRIES, INC. - -------------------------------------------------------------------------------- CONSOLIDATED STATEMENT OF INCOME (000's omitted, except per share data)
For the 52 - Week Period Ended -------------------------------------------- Percent DECEMBER 30, 2000 January 1, 2000 Change ------------------- --------------------- ------ Sales $4,376,930 100.0% $ 4,236,010 100.0% 3.3% Materials, supplies, labor and other production costs 1,979,713 45.2 2,001,956 47.3 ---------- ----- ------------ ----- Gross margin 2,397,217 54.8 2,234,054 52.7 7.3% Selling, marketing and administrative expenses 1,897,214 43.3 1,845,101 43.6 Depreciation and amortization 169,788 3.9 144,619 3.4 Insurance proceeds (17,193) (0.4) 0 0.0 Non-recurring charge 16,708 0.4 60,355 1.4 ---------- ----- ------------ ----- Income from operations (EBIT) 330,700 7.6 183,979 4.3 79.7% Interest expense, net 112,484 2.6 80,865 1.9 ---------- ----- ------------ ----- Income before income taxes and minority interest 218,216 5.0 103,114 2.4 Income taxes 92,311 2.1 56,260 1.3 ---------- ----- ------------ ----- Income before minority interest 125,905 2.9 46,854 1.1 Minority interest (80,378) (1.8) (39,560) (0.9) ---------- ----- ------------ ----- Net income $ 45,527 1.0% $ 7,294 0.2% ========== ===== ============ ===== EBITDA from Operations $ 500,003 11.4% $ 388,953 9.2% 28.6% ========== ===== ============ ===== Diluted Net Income Per Common Share: Net income per share $ 0.45 $ 0.07 ========== ============ Weighted average shares outstanding 100,330 100,420 ========== ============ Cash Dividends Paid Per Common Share $ 0.5300 $ 0.5150 ========== ============ RECONCILIATION OF NET INCOME TO INCOME BEFORE UNUSUAL ITEMS: Net income $ 45,527 $ 7,294 Non-recurring (credit)/charge and insurance proceeds, net of tax benefit and minority interest (841) 20,378 ---------- ------------ Income before unusual items $ 44,686 $ 27,672 ========== ============ Diluted net income per common share $ 0.45 $ 0.07 Non-recurring (credit)/charge and insurance proceeds, net of tax benefit and minority interest (0.01) 0.21 ---------- ------------ Income per share before unusual items $ 0.44 $ 0.28 ========== ============
6 ' FLOWERS INDUSTRIES, INC. - -------------------------------------------------------------------------------- Segment Reporting (000's omitted)
For the 12 - Week Period Ended For the 52 - Week Period Ended ----------------------------------- -------------------------------------- DECEMBER 30, 2000 January 1, 2000 DECEMBER 30, 2000 January 1, 2000 ----------------- --------------- ----------------- --------------- Sales: Flowers Bakeries, Inc. $ 233,978 $ 218,620 $ 1,016,235 $ 961,699 Mrs. Smith's Bakeries, Inc. 194,138 193,053 666,170 673,133 Keebler Foods Company 645,315 612,047 2,756,950 2,667,771 Eliminations (1) (13,967) (12,961) (62,425) (66,593) ----------- ----------- ----------- ----------- $ 1,059,464 $ 1,010,759 $ 4,376,930 $ 4,236,010 =========== =========== =========== =========== EBITDA from Operations: Flowers Bakeries, Inc. $ 16,662 $ 21,757 $ 101,144 $ 99,860 Mrs. Smith's Bakeries, Inc. 9,199 3,448 360 (33,129) Keebler Foods Company 114,336 103,040 422,755 348,028 Flowers Industries, Inc. (7,097) (4,718) (24,256) (25,806) ----------- ----------- ----------- ----------- $ 133,100 $ 123,527 $ 500,003 $ 388,953 =========== =========== =========== =========== Insurance Proceeds Mrs. Smith's Bakeries, Inc. $ 12,419 $ 0 $ 17,193 $ 0 =========== =========== =========== =========== Non-Recurring Charge/(Credit): Flowers Bakeries, Inc. 274 (1,120) (1,154) (1,120) Mrs. Smith's Bakeries, Inc. 18,858 (4,874) 18,858 (4,874) Keebler Foods Company 0 (2,859) (996) 66,349 ----------- ----------- ----------- ----------- $ 19,132 $ (8,853) $ 16,708 $ 60,355 =========== =========== =========== =========== Depreciation and Amortization: Flowers Bakeries, Inc. $ 9,341 $ 7,999 $ 38,225 $ 32,865 Mrs. Smith's Bakeries, Inc. 6,742 5,998 28,392 20,127 Keebler Foods Company 22,733 21,474 95,280 84,125 Flowers Industries, Inc. 1,827 1,908 7,891 7,502 ----------- ----------- ----------- ----------- $ 40,643 $ 37,379 $ 169,788 $ 144,619 =========== =========== =========== =========== Income (loss) from Operations (EBIT): Flowers Bakeries, Inc. $ 7,321 $ 13,758 $ 62,919 $ 66,995 Mrs. Smith's Bakeries, Inc. 2,457 (2,550) (28,032) (53,256) Keebler Foods Company 91,603 81,566 327,475 263,903 Flowers Industries, Inc. (8,924) (6,626) (32,147) (33,308) Insurance Proceeds 12,419 0 17,193 0 Non-recurring Charge/(Credit) (19,132) 8,853 (16,708) (60,355) ----------- ----------- ----------- ----------- $ 85,744 $ 95,001 $ 330,700 $ 183,979 =========== =========== =========== ===========
(1) Represents elimination of intersegment sales from Mrs. Smith's bakeries, Inc. to Flowers Bakeries, Inc., which are transferred at standard costs. 7 FLOWERS INDUSTRIES, INC. - -------------------------------------------------------------------------------- CONDENSED CONSOLIDATED BALANCE SHEET (000's omitted)
DECEMBER 30, 2000 January 1, 2000 ----------------- --------------- ASSETS Current Asset $ 635,126 $ 690,538 Property, Plant & Equipment, net 1,201,125 1,149,639 Other Assets 95,120 88,715 Cost in Excess of Net Tangible Assets, net 1,141,076 971,586 ---------- ---------- Total Assets $3,072,447 $2,900,478 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities $ 639,923 $ 655,797 Long-Term Debt 1,315,424 1,208,630 Deferred Income Taxes 176,283 162,470 Postretirement/Postemployment Obligations 63,274 64,772 Facility Closing Costs and Severance 22,519 30,188 Other Liabilities 54,996 56,289 Minority Interest 257,086 183,578 Common Stockholders' Equity 542,942 538,754 ---------- ---------- Total Liabilities and Stockholders' Equity $3,072,447 $2,900,478 ========== ==========
8 Statements contained in this press release that are not historical facts are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. 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, changes in general economic and business conditions (including the baked foods markets), the availability of capital on acceptable terms, actions of competitors and customers, the extent to which the company is able to develop new products and markets for its products and such other factors as are described in the company's filings with the Securities and Exchange Commission. Company Contacts: Marta Jones Turner, Vice President of Corporate Communications and Investor Relations, (912) 227-2348; Mary Krier, Director of Communications, (912) 227-2333 -----END PRIVACY-ENHANCED MESSAGE-----