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INVESTOR UPDATE MARCH 2019 1

INVESTOR UPDATE - Flowers Foods/media/Files/F/... · 2020 earnings • Expected to be accretive to fiscal 2019 EBITDA: CANYON BY THE NUMBERS. 206 . EMPLOYEES . ... IRI Custom Database

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Page 1: INVESTOR UPDATE - Flowers Foods/media/Files/F/... · 2020 earnings • Expected to be accretive to fiscal 2019 EBITDA: CANYON BY THE NUMBERS. 206 . EMPLOYEES . ... IRI Custom Database

INVESTOR UPDATEMA RCH 2019

1

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REGARDING FORWARD-LOOKING STATEMENTS

Statements contained in this press release 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, 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) general economic and business conditions and the competitive conditions in the baked foods industry, including promotional and price competition, (b) 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, (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, including as a result of product recalls or safety concerns related to our products, (e) fluctuations in commodity pricing, (f) energy and raw material costs and availability and hedging and counterparty risk, (g) our ability to fully integrate recent acquisitions into our business, (h) our ability to achieve cash flow from capital expenditures and acquisitions and the availability of new acquisitions that build shareholder value, (i) 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, (j) consolidation within the baking industry and related industries, (k) 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, (l) increasing legal complexity and legal proceedings that we are or may become subject to, (m) product recalls or safety concerns related to our products, and (n) 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.

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One family-owned bakery in Thomasville, GA

FLOListed publicly as FLO

Proudly Celebrating 100 yearsToday

1919 19681968

to 2018

More than 100 acquisitions

As America’s premier baker, we craft foods that make people smile. We are driven by a passion to boldly grow our business through inspiring leadership, teamwork, and creativity.

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4

LEADING FRESH BAKERY BRANDS DRIVE OUR BUSINESS

Non-retail & other26%

Branded breads

49%

Branded snack cakes10%

Branded retail59%

18FY Sales $4.0 billion

Sales Overview Brand Portfolio Highlights

Source: SDW DSD + WD 52 Weeks Ending Dec 29, 2018

Store branded

retail15%

#1 loaf bread brand

#1 organic bread brand

98% consumer awareness

Iconic snack cakes since 1914

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BROAD SCALE IS A PLATFORM FOR PROFITABLE GROWTH

47Operating Bakeries

of the U.S. population

Warehouse distribution NATIONWIDE

Channels served• Grocery / Mass• Natural & Organic• Club & Dollar, C-store• E-commerce• Foodservice & Vending

9,200 employees

5,900IDP*

Territories

85%

Direct-store-distribution access to

5Information as of year-end fiscal 2018 (bakeries includes Canyon acquisition)

* “IDP” – Independent Distributor Partners

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6

FLOWERS LONG-TERM OPPORTUNITY

Leader in a huge category that is relevant to consumers and profitable for retailers

Possess strong competitive advantages and a robust platform for continued growth

Adapting to an ever-changing marketplace to drive shareholder value

Clear strategic priorities to create shareholder value

Well-positioned to deliver strong shareholder returns

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MULTI-YEAR TRANSFORMATION UNDERWAY

• Attacked indirect spend• Clarified brand roles

FY17

• Optimize supply chain• Grow sales with innovation,

adjacencies, and proactive M&A• EBITDA margin upside: +250bps

• Streamlined organization• Invested in capabilities and brands

DRIVE GROWTH

IMPROVE PROFITABILITY

• Reinvigorate the Core• Capitalize on Adjacencies

• Generate Fuel for Growth• Develop Leading Capabilities

FY18

FY19 and beyond

PROJECT CENTENNIALSTRATEGIC PRIORITIES

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FRESH BAKERY MARKET OVERVIEW

(1) Data for Retail Outlets sourced from IRI. FY 2018.(2) Data for Foodservice sourced from Techonomic 2018

Large and stable market

$23.1 $23.7 $23.9 $24.0 $24.2

$0. 0

$5. 0

$10 .0

$15 .0

$20 .0

$25 .0

$30 .0

2014 2015 2016 2017 2018

Billi

ons

US Fresh Bakery – Retail Outlets

$24.2BRetail Breads, Snack Cakes, and Tortillas(1)

$7.4BFoodservice(2)

$32 Billion Fresh Bakery MarketRetail & Foodservice

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9

COMPETITIVE POSITION

14.2 14.5

14.7 15.0

15.4

16.2

13Q4 14Q4 15Q4 16Q4 17Q4 18Q4

Flowers Market Share – Fresh Pkg BreadsFresh Packaged Breads Share

16.2% Flowers

29.2% BBU/Sara Lee

5.9% Pepperidge Farm

25.9% Independent bakers

22.9% Store brands

IRI Flowers custom data base Total US MultiOutlet – 12 weeks ended Dec. 30, 2018

#2 Baker and Growing Share

Page 10: INVESTOR UPDATE - Flowers Foods/media/Files/F/... · 2020 earnings • Expected to be accretive to fiscal 2019 EBITDA: CANYON BY THE NUMBERS. 206 . EMPLOYEES . ... IRI Custom Database

$179.8 $221.1

$274.1

$356.0

$488.7

$611.3

13 FY 14 FY 15 FY 16 FY 17 FY 18 FY

10

POSITIVE UNDERLYING CONSUMER TRENDS

Source: IRI Custom Database Total US Multi Outlet + Convenience.

Strong demand for differentiated products

Flowers organic bread share:

59.1

Organic Fresh Packaged Bread Market

26.8 26.3

25.6

24.5 24.1

23.6

13 FY 14 FY 15 FY 16 FY 17 FY 18 FY

Store Brand Fresh Packaged Breads Share

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11

TODAY’S CONSUMER

The market is changing as consumers expect more from their food

MORE CHANNELSIncreasing accessibility

MORE INNOVATIVESeeking the different

MORE RELEVANTFitting lifestyle, values

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STRATEGIC PRIORITIES TO CREATE VALUE

DRIVE GROWTH• Reinvigorate the Core• Capitalize on Adjacencies

IMPROVE PROFITABILITY• Generate Fuel for Growth• Develop Leading Capabilities

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REINVIGORATING THE CORE BUSINESS

New Nature’s Own Perfectly Crafted reflects investments in brand growth and innovation The Wonder/USO

partnership drovein-store displays

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MARKET SHARE OPPORTUNITIES BEYOND LOAF BREADS

$4.0

$2.0 $1.9

$3.4

$1.6

$0.3 $0.3 $0.1$0. 0

$0. 5

$1. 0

$1. 5

$2. 0

$2. 5

$3. 0

$3. 5

$4. 0

$4. 5

Traditional Loaf Specialty/Premium Loaf Sandwich Bun/Roll Breakfast/Dinner/Other

Billi

ons

Total Branded FLO

Brand extensions and M&A in adjacent segments #1 in

Traditional Loaf

14IRI Flowers custom data base 12 weeks ending December 30, 2018

DKB breakfast launch driving share gains

in breakfast segment

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CANYON BAKEHOUSE ACQUISITION

An Innovative Leader in Growing Gluten-Free Category • 21 gluten-free breads, buns, bagels, English muffins, and specialty items

• Top gluten-free loaf brand in natural and specialty food stores1

• #2 brand in overall gluten-free loaf category2

• Fastest-growing gluten-free bread loaf brand in the U.S.2

Providing Entrance to New Category and Advancing Flowers’ Strategic Plans• Creating value with addition of fast-growing brand in growing category

• Leveraging Flowers’ powerful distribution network and retail partnerships to bring Canyon Bakehouse products to more consumers across the country

Transaction Details• $205M, or $175M

net future tax benefits of ~$30M

• Funded with cash on-hand and existing credit facilities

• Expected to be accretive to fiscal 2020 earnings

• Expected to be accretive to fiscal 2019 EBITDA

CANYON BY THE NUMBERS

206 EMPLOYEES

165,625 sq. ft.BAKERY WITH TWO PRODUCTION LINES RECENTLY CONSTRUCTED

~$70M - $80M EXPECTED FY19 SALES

~45% REVENUE CAGR SINCE 2014

7.2% CAGR PER YEAR OF GLUTEN-FREE BREAD MARKET SINCE 2015, OUTPERFORMING BROADER RETAIL BAKED GOODS MARKET3

(1) SPINS Natural and Specialty Outlet Gluten Free Loaf Bread for 52 Weeks Ending 12-30-18(2) IRI Custom Database MultiOutlet + SPINS Natural and Specialty Gluten Free Loaf Bread for 12 Weeks Ending 12-30-18(3) IRI Custom Database MultiOutlet Gluten Free Fresh Packaged Bread for Fiscal Year 2015 vs FY 2018 and SPINS Database for Fiscal Year 2015 vs FY 2018

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16

UNDERDEVELOPED GEOGRAPHIES ALSO A STRATEGIC FOCUS

Mid South, South Central, & Southeast

Northeast

Great Lakes & PlainsCalifornia & West

IRI Flowers custom data base 12 weeks ending December 30, 2018

Bolt-on acquisitions are a key part of our growth strategy

7.4

OTHER BRAND

STORE BRAND

BBU

FLOWERS

7.5

33.9

21.0

37.6

27.2

25.322.5

25.0

4.8

27.0

23.7

44.5

14.3

35.123.7

27.0

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17

CAPITALIZE ON PRODUCT ADJACENCIES

Expand position and diversify in high-growth

bakery categories

Build on leading foodservice position• Expanding share of growing specialty products

o Moving beyond loaf and buno Breakfast items, dinner rolls are opportunities to increase share

Grow in-store bakery/deli• Grow specialty brands on the store perimeter

Grow in baked snacks• Evolve cake strategy to leverage dual-brand capabilities• Further diversify into snacking

Page 18: INVESTOR UPDATE - Flowers Foods/media/Files/F/... · 2020 earnings • Expected to be accretive to fiscal 2019 EBITDA: CANYON BY THE NUMBERS. 206 . EMPLOYEES . ... IRI Custom Database

18

STRATEGIC PRIORITIES TO CREATE VALUE

DRIVE GROWTH IMPROVE PROFITABILITY• Reinvigorate the Core• Capitalize on Adjacencies

• Generate Fuel for Growth• Develop Leading Capabilities

Page 19: INVESTOR UPDATE - Flowers Foods/media/Files/F/... · 2020 earnings • Expected to be accretive to fiscal 2019 EBITDA: CANYON BY THE NUMBERS. 206 . EMPLOYEES . ... IRI Custom Database

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FOCUSED ON REDUCING COSTS AND BUILDING CAPABILITIES

SCO2

Reducing fixed costs to achieve margin goals

ORGANIZATIONHeadcount

reduced 14.8%1

PG&SCapabilities to drive

savings

1. Employee count per form 10-K, FY 18 compared to FY 162. Supply chain optimization

Page 20: INVESTOR UPDATE - Flowers Foods/media/Files/F/... · 2020 earnings • Expected to be accretive to fiscal 2019 EBITDA: CANYON BY THE NUMBERS. 206 . EMPLOYEES . ... IRI Custom Database

20

MARGIN EXPANSION A PRIORITY

• Gross savings realized in 2017 and 2018 under Project Centennial were above target

• Now leveraging improved processes to identify additional savings and track progress

• Multi-year supply chain optimization initiative underway to address fixed cost structure, enhance returns on capital

• Supply chain optimization a major initiative, essential to achieving 2021 margin targets

Page 21: INVESTOR UPDATE - Flowers Foods/media/Files/F/... · 2020 earnings • Expected to be accretive to fiscal 2019 EBITDA: CANYON BY THE NUMBERS. 206 . EMPLOYEES . ... IRI Custom Database

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Q4 2018 SUMMARY:

• Achieved record fourth quarter market share

• Top 3 brands – Nature’s Own, Dave’s Killer Bread, Wonder – gained share

• Realized over $80 million of gross savings from Project Centennial initiatives since 2016, which partially offset inflationary pressures

• In fiscal 2019, expect to deliver solid top line growth while focusing on margin pressures and positioning company for sustainable earnings growth

Page 22: INVESTOR UPDATE - Flowers Foods/media/Files/F/... · 2020 earnings • Expected to be accretive to fiscal 2019 EBITDA: CANYON BY THE NUMBERS. 206 . EMPLOYEES . ... IRI Custom Database

Q4 2018 FINANCIAL REVIEW

22

NET SALES $880.7M +0.8% (v PY)• Price/Mix 2.6%; Volume (1.8)%

• Growth from DKB, new products, expansion markets, and pricing; offset by volumes declines in non-retail & cake

CASH FLOWS• Cash from Ops = $63.8 million• Capex = $24.4 million• Dividends = $38.0 million

NET INCOME $57.7MADJ. EBITDA1 $78.1M

• Adj. EBIDTDA decreased 14.1% to 8.9% of sales, down 150bps

• Margin impacted by lower volumes and elevated input and transportation costs

DILUTED EPS $0.10 ($0.27) v PYADJ. DILUTED EPS2 $0.16 ($0.01) v PY

• Reduced adj. EBITDA and lower pension income, mostly offset by lower tax rate

(1) Earnings before interest, taxes, depreciation & amortization, adjusted for matters affecting comparability. See non-GAAP reconciliations at the end of this slide presentation.

(2) Net income per diluted share adjusted for matters affecting comparability. See non-GAAP reconciliations at the end of this slide presentation.

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FY 2019 OUTLOOK ( P R O V I D E D F E B R UA RY 6 , 2 0 1 9 )

23

REVENUE CHG OTHER+2.0% to +4.0%Depreciation & amortization $150 to $155 million

Net interest expense Approx. $12 million

Effective tax rate 24.0% to 25.0%

Diluted shares outstanding Approx. 212.0 million

Capital expenditures $110 to $120 million

EPS $0.94 to $1.02

• Canyon Bakehouse expected to contribute 1.8% to 2.0% of overall sales growth.

Other pension expense Approx. $3 million

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LONG-TERM TRENDS & COST COMPONENTS

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

-

0.5

1.0

1.5

2.0

2.5

3.0

3.5

4.0

4.5

Adj E

BITD

A %

of S

ales

Sale

sBi

llion

s

Sales Adj EBITDA Mgn**

Stable sales and margin profile

* 53-week year** Adjusted for items affecting comparability. See non-GAAP reconciliations at the end of the slide presentation.

Ingredients & Packaging

29.7%

Conversion1

22.6%

Shipping / Distribution

24.7%

All other 2

12.6%

Adj. EBITDA**

10.4%

Components of Adj EBITDA**% of 18FY Sales

1 Includes direct labor & indirect manufacturing expenses2 Includes selling & administrative expenses

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BALANCED CAPITAL ALLOCATION

$93 $102 $120 $131 $141 $150 $9 $39

$7 $126 $3 $2

$416 $395

$200

13FY 14FY* 15FY 16FY 17FY 18FY

Dividends Share Repurchases Cash for AcquisitionsCapital Allocation Principles:

• Support core business growth

• Investment grade credit rating

• Strong dividend

• Accretive acquisitions

• Opportunistic share repurchases

Focused on consistent, prudent use of capital

*53-week year

(Amounts in millions)

25

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INVESTMENT-GRADE FINANCIAL POSITION

$919

$759

$1,005 $958 $832

$1,002

13FY 14FY 15FY 16FY 17FY 18FY

Track-record of debt reduction following

acquisitions

$11

$184

$4

$402

$2

$405

19FY 20FY 21FY 22FY 23FY 24FY+

Total Debt & Capital Leases

At 18FY,leverage ratio of 2.37X,

~$493M available liquidity on undrawn borrowing

arrangements

Total Debt & Capital Leases Aggregate Maturities at 18FY

(Amounts in millions)

Maintaining flexibility to capitalize on value-creating opportunities

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OBJECTIVES FOR 2019 & BEYOND

• Deliver organic sales growth above categories

• Pursue accretive M&A opportunities

• Target long-term sales growth of 3% to 4%

• Execute on initiatives to realize 250bps of EBITDA margin expansion by fiscal 2021

• Target long-term adjusted EPS CAGR of 8%-10%

• Dividend yield of 2%+

Well-positioned to deliver solid returns over the long-term

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CLEAR VALUE CREATION MODEL

1. Portfolio of leading fresh bakery brands is the bedrock of Flowers Foods and generates consistent free cash flow.

2. Experienced team focused on maximizing cash flows by reducing costs and improving productivity

3. Creating value with strategic investments in growing segments and underdeveloped geographies where we can leverage our competitive advantages to create shareholder value

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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 maypresent 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 operating income by segment, adjusted EBIT by segment, adjusted EPS, adjusted income tax expense, adjusted selling,distribution and administrative expenses (SD&A), gross margin excluding depreciation and amortization and the ratio of net debt to adjusted EBITDA. The reconciliations attached providereconciliations 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 measuresmay 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 inaccordance with GAAP. The company defines EBITDA as earnings from continuing operations before interest, income taxes, depreciation, amortization and income attributable to non-controlling interest. 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 serviceindebtedness 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 arecommonly reported and widely used by investors and other interested parties as measures of a company's operating performance and debt servicing ability because EBITDA measuresassist in comparing performance on a consistent basis without regard to depreciation or amortization, which can vary significantly depending upon accounting methods and non-operatingfactors (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 analternative 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 (asdetermined 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 inaccordance with GAAP. The company defines adjusted EBITDA, adjusted EBIT, EBITDA margin, adjusted EBITDA margin, adjusted net income, adjusted operating income, adjustedoperating income by segment, adjusted EBIT by segment, adjusted EPS, adjusted income tax expense, adjusted selling, distribution and administrative expenses (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, providesmanagement and investors with a more complete understanding of its business operating results, including underlying trends, by excluding the effects of certain charges. Net debt toEBITDA is used as a measure of financial leverage employed by the company. Gross margin excluding depreciation and amortization is used as a performance measure to provide additionaltransparent information regarding our results of operations on a consolidated and segment basis. Changes in depreciation and amortization are separately discussed and includedepreciation and amortization for materials, supplies, labor and other production costs and operating activities. Presentation of gross margin includes depreciation and amortization in thematerials, supplies, labor and other production costs according to GAAP. Our method of presenting gross margin excludes the depreciation and amortization components, as discussedabove. The reconciliations attached provide reconciliations of the non-GAAP measures used in this presentation or release to the most comparable GAAP financial measure.

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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

For the 12 Week Period Ended

For the 12 Week Period Ended

December 29, 2018 December 30, 2017

Net income per diluted common share 0.10$ 0.37$ Loss on inferior ingredients NM - Restructuring and related impairment charges 0.03 0.01 Project Centennial consulting costs NM 0.02 Impairment of assets 0.01 - Legal settlements and lease terminations NM NMAcquisition-related costs 0.02 - Pension plan settlement loss NM NMTax reform benefit/Windfall tax benefit - (0.24) Adjusted net income per diluted common share 0.16$ 0.17$ NM - not meaningful.Certain amounts may not add due to rounding.

Reconciliation of GAAP to Non-GAAP Measures

Reconciliation of Earnings per Share to Adjusted Earnings per Share

Flowers Foods, Inc.

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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

FY18 FY17 FY16 FY15 FY14 FY13 FY12 FY11 FY10 FY09 FY08 FY07 FY06 FY05 FY04

Net Income attributable to Flowers Foods, Inc. 157,160$ 150,120$ 163,776$ 189,191$ 175,739$ 230,894$ 136,121$ 123,428$ 137,047$ 130,297$ 119,233$ 94,615$ 81,043$ 61,231$ 50,774$ (Income)/loss from discontinued operations, net of tax - - - - - - - - - - - - (6,731) 1,627 3,486 Cumulative effect of a change in accounting principle - - - - - - - - - - - - 568 - - Net income attributable to noncontrolling interest - - - - - - - - - 3,415 3,074 3,500 3,255 2,904 1,769 Income tax expense 40,001 (827) 85,761 103,840 92,315 91,479 72,651 68,538 73,333 74,047 67,744 54,970 45,304 39,861 35,071 Interest expense (income), net 7,931 13,619 14,353 4,848 7,341 12,860 9,739 (2,940) (4,518) (1,426) (7,349) (8,404) (4,946) (6,337) (8,826) Depreciation and amortization 144,124 146,719 140,869 132,175 128,961 118,491 102,690 94,638 85,118 80,928 73,312 66,094 64,250 59,344 56,702

EBITDA from Continuing Operations 349,216 309,631 404,759 430,054 404,356 453,724 321,201 283,664 290,980 287,261 256,014 210,775 182,743 158,630 138,976 Asset impairment and facility closure costs/divestiture 3,516 - 24,877 4,507 9,301 - - 4,414 - - - - - - - Lease termination depreciation impact - (1,844) - - - - - - - - - - - - - Loss on inferior ingredients 3,212 - - - - - - - - - - - - - - Multi-employer pension plan withdrawal costs 2,322 18,268 - - - - - - - - - - - - - Pension plan settlement loss 7,781 4,649 6,646 - 15,387 - - - - - - - - - - Legal settlements and lease terminations 21,452 6,543 10,500 - - - - - - - - - - - - Project Centennial consulting costs 9,723 37,306 6,324 - - - - - - - - - - - - Restructuring and related impairment charges 9,767 104,130 - - - - - - - - - - - - - Acquisition-related costs 4,476 - - 6,187 - 17,776 9,560 6,240 - - - - - - - Divestiture/Bargain purchase gain - (28,875) - - - (50,071) - - - - - - - - -

Adjusted EBITDA 411,465$ 449,808$ 453,106$ 440,748$ 429,044$ 421,429$ 330,761$ 294,318$ 290,980$ 287,261$ 256,014$ 210,775$ 182,743$ 158,630$ 138,976$

Net Sales 3,951,852$ 3,920,733$ 3,926,885$ 3,778,505$ 3,748,973$ 3,732,616$ 3,031,124$ 2,759,367$ 2,560,787$ 2,600,849$ 2,414,892$ 2,036,674$ 1,888,654$ 1,715,869$ 1,551,308$

Adjusted EBITDA Margin 10.4% 11.5% 11.5% 11.7% 11.4% 11.3% 10.9% 10.7% 11.4% 11.0% 10.6% 10.3% 9.7% 9.2% 9.0%

Flowers FoodsReconciliation of Net Income to Adjusted EBITDA

(000's omitted)

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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

For the 16 Week Period Ended

For the 12 Week Period Ended

For the 12 Week Period Ended

For the 12 Week Period Ended

Trailing 52 Week Period Ended

April 21, 2018 July 14, 2018 October 6, 2018 December 29, 2018 December 29, 2018

Net income 51,247$ 45,442$ 39,630$ 20,841$ 157,160$ Income tax expense 18,534 4,337 11,496 5,634 40,001 Interest expense, net 2,901 1,748 1,565 1,717 7,931 Depreciation and amortization 44,189 35,098 32,662 32,175 144,124 EBITDA 116,871 86,625 85,353 60,367 349,216 Project Centennial consulting costs 6,432 2,215 729 347 9,723 Acquisition-related costs - - - 4,476 4,476 Restructuring and related impairment charges 1,259 801 497 7,210 9,767 Impairment of assets - - - 3,516 3,516 Multi-employer pension plan withdrawal costs 2,322 - - - 2,322 Pension plan settlement loss 4,668 1,035 930 1,148 7,781 Legal settlements 1,350 8,345 11,921 (164) 21,452 Loss (recovery) on inferior ingredients - 3,884 (1,891) 1,219 3,212 Adjusted EBITDA 132,902$ 102,905$ 97,539$ 78,119$ 411,465$

Flowers Foods, Inc.Reconciliation of GAAP to Non-GAAP Measures

(000's omitted)

Reconciliation of Net Income to Adjusted EBITDA

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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

As ofDecember 29, 2018

Current maturities of long-term debt and capital lease obligations 10,896$ Long-term debt and capital lease obligations 990,640 Total debt and capital lease obligations 1,001,536 Less: Cash and cash equivalents 25,306 Net Debt 976,230$

Adjusted EBITDA for the Trailing Twelve Months Ended December 29, 2018 411,465$ Ratio of Net Debt to Trailing Twelve Month EBITDA 2.4

Reconciliation of Debt to Net Debt and Calculation of Net Debt to Trailing Twelve Month Adjusted EBITDA Ratio

Flowers Foods, Inc.Reconciliation of GAAP to Non-GAAP Measures

(000's omitted)