-----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, BnJf9/6BzWtHuAXgSoAOwCdoshVcLHUHga0V5GgGZ9dTSyZsQdKOEwWTI3HkspjU rTnDJRGjZIgSQrJ0dPoSjw== 0000950144-98-013788.txt : 19981215 0000950144-98-013788.hdr.sgml : 19981215 ACCESSION NUMBER: 0000950144-98-013788 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981214 ITEM INFORMATION: FILED AS OF DATE: 19981214 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/A SEC ACT: SEC FILE NUMBER: 001-09787 FILM NUMBER: 98768682 BUSINESS ADDRESS: STREET 1: 1919 FLOWERS CIRCLE STREET 2: P O BOX 133I CITY: THOMASVILLE STATE: GA ZIP: 31757 BUSINESS PHONE: 9122269110 MAIL ADDRESS: STREET 1: PO BOX 1338 200 US HIGHWAY 19 S CITY: THOMASVILLE STATE: GA ZIP: 31792 FORMER COMPANY: FORMER CONFORMED NAME: FLOWERS INDUSTRIES OF GEORGIA INC DATE OF NAME CHANGE: 19871220 8-K/A 1 FLOWERS INDUSTRIES INC 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 14, 1998 (SEPTEMBER 28, 1998) FLOWERS INDUSTRIES, INC. ------------------------ GEORGIA 1-9787 58-0244940 ------- ------ ---------- (STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.) INCORPORATION) 1919 FLOWERS CIRCLE, THOMASVILLE, GA 31757 - ---------------------------------------- ----- ADDRESS OF PRINCIPAL EXECUTIVE OFFICERS) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (912) 226-9110 2 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Item 7 of the Form 8-K of Flowers Industries, Inc., dated October 13, 1998 is hereby amended in its entirety to add the following: (a) Financial statements of the business acquired are filed herewith as Exhibit 99.1. (b) Pro Forma Financial Information. (c) Exhibits. 99.1 Financial Statements of President International, Inc. (incorporated by reference to Form 8-K/A of Keebler Foods Company, file number 001-13705, filed on December 10, 1998). 99.2 Unaudited Pro Forma Condensed Consolidated Financial Statements of Flowers Industries, Inc. as of January 3, 1998 (incorporated by reference to the Registration Statement on Form S-3 filed by Flowers Industries, Inc. on April 21, 1998). -2- 3 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION The following unaudited pro forma consolidated statements of operations are based on the historical financial statements of Flowers Industries, Inc. ("Flowers"), Keebler Foods Company ("Keebler") and President International, Inc. ("President") during the periods presented, adjusted to give effect to the acquisition of President. The unaudited consolidated balance sheet of President as of September 26, 1998 was consolidated with the Flowers unaudited consolidated balance sheet at October 10, 1998 and included in the Flowers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 20, 1998. The unaudited pro forma consolidated statements of operations for the forty weeks ended October 10, 1998 and the fifty-two weeks ended January 3, 1998 give effect to the acquisition of President as if it had occurred at the beginning of the periods presented. The adjustments are described in the accompanying notes and are based upon available information and certain assumptions that management believes are reasonable. The unaudited pro forma consolidated statements of operations do not purport to represent what Flowers' results of operations would actually have been had the acquisition of President in fact occurred on such date or to project Flowers' results of operations for any future period. -3- 4 Flowers Industries, Inc. Unaudited Pro Forma Consolidated Statement of Income For the Forty Weeks Ended October 10, 1998 (Amounts in thousands, except per share data)
Flowers Historical President Historical 40 Weeks Ended 39 Weeks Ended Pro-Forma Pro-Forma Pro Forma 10/10/98 9/26/98 Reclasses (a) Adjustments Combined ------------------ -------------------- ------------ ----------- --------- Sales $ 2,776,242 $ 360,818 $ (3,782) $ $3,133,278 Other income 0 7,665 0 7,665 ----------- ----------- --------- -------- ---------- 2,776,242 368,483 (3,782) 3,140,943 ----------- ----------- --------- -------- ---------- Materials, supplies, labor, and other production costs 1,243,548 213,281 (5,144) 1,451,685 Selling, marketing and administrative expenses 1,242,831 103,145 1,651 1,347,627 Depreciation and amortization 92,986 10,994 0 5,671 (b) 109,651 ----------- ----------- --------- -------- ---------- Income from operations 196,877 41,063 (289) (5,671) 231,980 Interest expense, net 46,624 9,192 (289) 8,460 (c) 63,987 ----------- ----------- --------- -------- ---------- Income before income taxes, minority interest and equity in net loss of joint ventures 150,253 31,871 0 (14,131) 167,993 Federal and state income tax expense (benefit) 63,106 10,147 0 (564)(d) 72,689 ----------- ----------- --------- -------- ---------- Income before minority interest and equity in net loss of joint ventures 87,147 21,724 0 (13,567) 95,304 Minority interest (28,097) 0 0 (3,671)(e) (31,768) Equity in net loss of joint ventures 0 (2,173) 0 2,173 (f) 0 ----------- ----------- --------- -------- ---------- Net income $ 59,050 $ 19,551 $ 0 $(15,065) $ 63,536 =========== =========== ========= ======== ========== Net income per common share: Basic $ 0.62 $ 0.67 =========== ========== Weighted average shares outstanding 95,460 95,460 =========== ========== Diluted $ 0.62 $ 0.66 =========== ========== Weighted average shares outstanding 95,907 95,907 =========== ==========
-4- 5 Flowers Industries, Inc. Unaudited Pro Forma Consolidated Statement of Income For the Fifty-Two Weeks Ended January 3, 1998 (Amounts in Thousands, Except Per Share Data)
Flowers/Keebler President Historical Pro Forma 52 Weeks 52 Weeks Ended Pro-Forma Pro-Forma Pro Forma Ended 1/3/98 (g) 12/27/97 Reclasses (a) Adjustments Combined ------------------ -------------------- ------------- ----------- ----------- Sales $ 3,516,278 $ 441,128 $(4,859) $ $ 3,952,547 Other income 0 0 0 0 ----------- --------- ------- -------- ----------- 3,516,278 441,128 (4,859) 3,952,547 ----------- --------- ------- -------- ----------- Materials, supplies, labor and other production costs 1,624,617 267,576 (8,799) 1,883,394 Selling, marketing and administrative expenses 1,554,903 127,088 4,192 1,686,183 Depreciation and amortization 117,243 17,431 0 7,223 (b) 141,897 ----------- --------- ------- -------- ---------- Income from operations 219,515 29,033 (252) (7,223) 241,073 Interest expense, net 66,107 13,933 (252) 9,119 (c) 88,907 ----------- --------- ------- -------- ---------- Income before income taxes, minority interest and equity in net loss of joint ventures 153,408 15,100 0 (16,342) 152,166 Federal and state income tax expense (benefit) 65,388 8,087 0 (3,590)(d) 69,885 ----------- --------- ------- -------- ---------- Income before minority interest and equity in net loss of joint ventures 88,020 7,013 0 (12,752) 82,281 Minority interest (28,071) 0 0 2,583 (e) (25,488) Equity in net loss of joint ventures 0 (3,125) 0 3,125 (f) 0 ----------- --------- ------- -------- ---------- Net income $ 59,949 $ 3,888 $ 0 $ (7,044) $ 56,793 =========== ========= ======= ======== ========== Net income per common share: Basic $ 0.62 $ 0.58 =========== ========== Weighted average shares outstanding 97,263 97,263 =========== ========== Diluted $ 0.61 $ 0.58 =========== ========== Weighted average shares outstanding 97,696 97,696 =========== ==========
-5- 6 NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (a) Pro forma reclassifications to conform President's consolidated results of operations with Flowers' basis of presentation. The more significant adjustments are: the reclassification of warehousing and shipping expenses from cost of sales to selling, marketing and administrative expenses and the reclassification of cash discounts and sales returns from selling, marketing and administrative expenses to sales. (b) Additional depreciation and amortization expense resulting from the preliminary valuation of President's property, plant and equipment and related goodwill.
FORTY FIFTY-TWO WEEKS ENDED WEEKS ENDED OCTOBER 10, 1998 JANUARY 3, 1998 ---------------- --------------- (IN THOUSANDS) Depreciation expense $3,954 $5,140 Amortization expense 1,717 2,083 ------ ------ $5,671 $7,223 ====== ======
-6- 7 (c) The following adjustments to net interest expense reflect the additional borrowings associated with the President acquisition:
FORTY FIFTY-TWO WEEKS ENDED WEEKS ENDED OCTOBER 10, 1998 JANUARY 3, 1998 ---------------- --------------- (IN THOUSANDS) Elimination of President's historical interest expense $(8,396) $(12,885) Additional interest expense related to new credit facilities 17,112 22,296 Reclass Keebler's amortization of debt issuance costs for the forty weeks ended October 10, 1998 related to debt extinguished as part of the acquisition (492) (600) Amortization of new debt issuance costs 236 308 ------- -------- $ 8,460 $ 9,119 ======= ========
(d) The pro forma adjustment to income tax expense was made to arrive at a combined effective tax rate of 43.2% for the forty weeks ended October 10, 1998 and 45.9% for the year ended January 3, 1998. (e) Represents the approximate 45% interest in Keebler held other than by Flowers. (f) Elimination of the net loss, as measured under the equity method of accounting, of the joint ventures which were sold by President prior to the acquisition of President by Keebler. (g) Gives effect to certain pro forma adjustments related to (i) Flowers acquiring an additional 11.5% of the common stock of Keebler on February 3, 1998 giving Flowers a majority ownership position in Keebler of approximately 55%, (ii) Flowers selling 9,000,000 shares of its common stock in a public offering at $22 per share on April 27, 1998 and (iii) Flowers selling $200,000,000 of 7.15% debentures on April 27, 1998, due April 15, 2028, as if such transactions had occurred at the beginning of the period presented. -7- 8 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FLOWERS INDUSTRIES, INC. By:/s/ Jimmy M. Woodward --------------------- Jimmy M. Woodward Treasurer and Chief Accounting Officer Date: December 14, 1998 -8- -----END PRIVACY-ENHANCED MESSAGE-----