FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
(Mark One) Washington, D. C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 28, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-9787
Flowers Industries, Inc.
(Exact name of registrant as specified in its charter)
Georgia 58-0244940
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1919 Flowers Circle, P. O. Box 1338,
Thomasville, Georgia 31757
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (912) 226-9110
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of Each Exchange
Title of Each Class On Which Registered
Common Stock, $.625 Par Value, New York
Together with Preferred Share Purchase Rights Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceeding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes [check mark] No __
Aggregate market value of the voting stock held by non-affiliates of
the registrant, computed by reference to the closing sales price on
the New York Stock Exchange on August 8, 1997: $1,421,857,504.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Title of Each Class Outstanding at August 8, 1997
Common Stock, $.625 Par Value 88,394,790
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's definitive proxy statement for the annual
meeting of shareholders on October 17, 1997 are incorporated by
reference into Part III.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [box]
<PAGE>
FORM 10-K REPORT
Sequential
Table of Contents Page
Part I
Item No.
1. Business.................................................. 1
1. Executive Officers of the Registrant...................... 2
2. Properties................................................ 3
3. Legal Proceedings......................................... 3
4. Submission of Matters to a Vote of Security Holders....... 3
Part II
Item No.
5. Market for Registrant's Common Stock and Related
Stockholder Matters....................................... 4
6. Selected Financial Data................................... 4
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................... 5
8. Financial Statements and Supplementary Data............... 7
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure (Not Applicable)......
Part III
Item No.
10. Directors and Executive Officers of the Registrant........ 25
11. Executive Compensation.................................... 25
12. Security Ownership of Certain Beneficial Owners and
Management................................................ 25
13. Certain Relationships and Related Transactions............ 25
Part IV
Item No.
14. Financial Statements...................................... 26
Financial Statement Schedule.............................. 26
Exhibits.................................................. 26
Reports on Form 8-K....................................... 26
<PAGE>
PART I
ITEM 1. BUSINESS
Flowers Industries, Inc. (the "Company"), a Georgia corporation
since 1987, was originally incorporated in the state of Delaware in
1968 as a successor by merger to Flowers Baking Company, Inc., a
Georgia corporation which began business in 1919. The Company operates
in the highly competitive packaged foods industry principally serving
the grocery, foodservice, restaurant and fast-food markets. The
primary methods of competition are pricing, quality, service and
variety of the product lines.
Sales to Winn-Dixie Stores, Inc. accounted for approximately 11%
of consolidated sales during fiscal year 1997. The loss of this
customer could have a materially adverse effect on the Company's
business.
At the end of the fiscal year, the Company and its subsidiaries
had approximately 7,300 employees. Approximately 18% of these
employees are covered by collective bargaining agreements, scheduled
to expire at various times over the next three years.
The Company produces a full line of breads, rolls, snack cakes,
sweet goods, doughnuts, cakes, pies, frozen fruit and vegetables and
batter-dipped and breaded vegetables. These food products are
distributed primarily in the Southeast, Central and Western United
States through a distribution system of approximately 2,900
independent distributor and company-owned territories, leased and
company-owned tractor-trailer trucks and common carriers. These
products are sold by distributors, salesmen and food brokers primarily
to restaurants, fast-food chains, foods wholesalers, institutions,
supermarkets and vending companies. The Company also sells returned
and surplus product through a system of independently operated and
company-owned thrift outlets.
The Company's products are marketed under a variety of trademarks
including both trademarks owned by the Company and certain franchised
trademarks. Company-owned trademarks consist primarily of Flowers,
BeeBo, Nature's Own, Stilwell, Breads International, Cobblestone Mill,
Rich Grain, Evangeline Maid, Buttermaid, Dandee, Purity, Betsy Ross,
Ideal, Holsum, Griffin, Bamby, Aunt Hannah, Jubilee, Our Special
Touch, BlueBird, Oregon Farms and Mrs. Smith's. Franchised trademarks
are primarily Sunbeam and Bunny.
The Company operates thirty-nine production facilities. The
primary raw materials are flour, sugar and processed agricultural
products. Commodities periodically experience price fluctuations and,
for that reason, the market for these commodities is continuously
monitored. Inventories, which consist mainly of finished goods and
have a modest aggregate dollar value in relation to sales, experience
seasonal fluctuations associated primarily with harvest and consumer
purchasing cycles.
As discussed in Note 13 of Notes to Consolidated Financial
Statements, in January, 1996 the Company acquired, for $62,000,000, an
interest in INFLO Holdings Corporation, a joint venture between the
Company and Artal Luxembourg S.A., which owns the Keebler Corporation,
including Sunshine Biscuits, Inc.
<PAGE>
Executive Officers of the Registrant
The following table sets forth the names and ages of the
Company's Executive Officers, together with all offices held with the
Company by such Executive Officers.
Name, Age and Office Business Experience
AMOS R. McMULLIAN Chairman of the Board since
Age 60 January, 1985; Chairman of the
Chairman of the Board, Chairman Executive Committee since
of the Executive Committee and January, 1984; Chief Executive
Chief Executive Officer Officer since April, 1981;
Vice Chairman of the Board
(1984 - 1985); Co-Chairman of
the Executive Committee (1983
- 1984); President and Chief
Operating Officer (1976 -
1984); joined the Company in
1963.
ROBERT P. CROZER Vice Chairman of the Board
Age 50 since January, 1989; Vice
Vice Chairman of the Board President -- Marketing (1985 -
1989); President and Chief
Operating Officer, Convenience
Products Group (1979 - 1989);
Corporate Director of
Marketing Planning (1979 -
1985); joined the Company in
1973.
HEETH VARNEDOE III President and Chief Operating
Age 60 Officer since January, 1986;
President and Chief Operating Officer Executive Vice President (1983
- 1986); President and Chief
Operating Officer, Baked
Products Group (1976 - 1983);
joined the Company in 1960.
Retired as an officer of the
Company on June 28, 1997.
C. MARTIN WOOD III Senior Vice President and
Age 54 Chief Financial Officer since
Senior Vice President September, 1978; Vice
and Chief Financial Officer President -- Finance (1976 -
1978); joined the Company in
1970.
RUSSELL M. FRYAR Vice President, Treasurer and
Age 58 Chief Accounting Officer since
Vice President, Treasurer and April, 1986; Treasurer,
Chief Accounting Officer Controller and Chief
Accounting Officer (1974 -
1986); Controller (1972 -
1974); joined the Company in
1972.
G. ANTHONY CAMPBELL Secretary and General Counsel
Age 45 since January, 1985; Assistant
Secretary and General Counsel General Counsel (1983 - 1985);
joined the Company in 1983.
GEORGE E. DEESE President and Chief Operating
Age 51 Officer, Flowers Bakeries,
President and Chief Operating Officer, Inc., since January, 1997;
Flowers Bakeries, Inc. President and Chief Operating
Officer, Baked Products Group
(1983 - 1997); Regional Vice
President, Baked Products
Group (1981-1983); President
of Atlanta Baking Company,
Atlanta, Georgia (1980 -
1981); joined the Company in
1964.
GARY L. HARRISON President and Chief Operating
Age 59 Officer, Mrs. Smith's
President and Chief Operating Officer, Bakeries, Inc., since January,
Mrs. Smith's Bakeries, Inc. 1997; President and Chief
Operating Officer, Specialty
Foods Group, (1989-1997);
Executive Vice President,
Baked Products Group (1987 -
1989); Regional Vice
President, Baked Products
Group (1977 - 1987); President
of Flowers Baking Company of
Thomasville, Thomasville,
Georgia (1976 - 1977); joined
the Company in 1954.
All Executive Officers are elected by the Board of Directors for
one year terms with the exception of the positions of President,
Flowers Bakeries, Inc. and President, Mrs. Smith's Bakeries, Inc.,
which are appointed offices.
<PAGE>
Item 2. Properties
Thirty-four of the Company's production facilities are owned, two
facilities are leased and three facilities are owned by local
industrial development authorities under terms of Industrial Revenue
Bond (IRB) financing agreements. The leased properties are leased for
terms of ten to fifteen years with certain renewal options. Under the
terms of the IRB financing agreements, title to these properties
passes back to the Company at maturity for little or no consideration.
Production plant locations are:
Montgomery, Alabama
Opelika, Alabama
Tuscaloosa, Alabama
Ft. Smith, Arkansas
Pine Bluff, Arkansas
Texarkana, Arkansas
Bradenton, Florida
Jacksonville, Florida
Miami, Florida
Atlanta, Georgia (2)
Chamblee, Georgia
Forest Park, Georgia
Thomasville, Georgia
Tucker, Georgia (Leased)
Villa Rica, Georgia (IRB financed)
London, Kentucky
Baton Rouge, Louisiana
Lafayette, Louisiana
New Orleans, Louisiana
Chaska, Minnesota (IRB financed)
Jamestown, North Carolina
Pembroke, North Carolina
Stilwell, Oklahoma
North East, Pennsylvania
Pottstown, Pennsylvania (Leased)
Fountain Inn, South Carolina
Spartanburg, South Carolina (IRB financed)
Crossville, Tennessee
Morristown, Tennessee
El Paso, Texas
Houston, Texas
San Antonio, Texas
Tyler, Texas
Lynchburg, Virginia
Norfolk, Virginia
Bluefield, West Virginia
Charleston, West Virginia
Parkersburg, West Virginia
Management considers that its properties are well maintained and
sufficient for its present operations.
Item 3. Legal Proceedings
The Company is engaged in various legal proceedings which arise
in the ordinary course of its business. In the opinion of management,
the amount of ultimate liability with respect to those proceedings
will not be material to the Company's financial position or results of
operations.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted during the fourth quarter of
fiscal 1997 to a vote of security holders, through the solicitation of
proxies or otherwise.
<PAGE>
PART II
ITEM 5. Market for Registrant's Common Stock and Related
Stockholder Matters
Quarterly Common Stock Price Ranges and Dividends
1997 1996(1)
Quarter High Low Dividend High Low Dividend
1st..... 13-1\4 10-5\8 .1000 9-5\8 8-1\8 .0933
2nd..... 15-7\8 12-5\8 .1017 10-1\4 8-1\4 .0950
3rd..... 16-1\8 13-1\4 .1033 10 8-1\4 .0967
4th..... 18 15 .1075 12 8-1\2 .0983
(1) Restated to give effect to the three-for-two stock split effected
in the form of a stock dividend paid on May 2, 1997.
Equity Security Holders
Number of Shareholders of
Title of Class Record at August 8, 1997
Common Stock, $.625 par value,
together with Preferred Share
Purchase Rights.......................... 7,247
The preceding table presents the high and low market and dividend
information for each fiscal quarter as it relates to the Company's
common stock, $.625 par value. Flowers common stock is traded on the
New York Stock Exchange. Cash dividends have been paid on these shares
every quarter since December 1971.
ITEM 6. Selected Financial Data
(Amounts in Thousands except Per Share Data)
<TABLE>
1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C>
Operating Results:
Sales............................................... $1,437,713 $1,238,564 $1,129,203 $989,782 $962,132
Net income.......................................... 62,324 30,768 42,301 29,496 39,161
Net income per common share (1)..................... .72 .36 .50 .35 .47
Cash dividends paid per common share (1)............ .4125 .3833 .3622 .3445 .3267
At Year End:
Total assets........................................ 898,187 849,443 655,921 559,682 490,948
Long-term notes payable............................. 259,884 254,355 99,251 77,422 22,307
Industrial revenue bonds............................ 12,950 17,770 17,895 11,564 13,508
</TABLE>
(1) Years prior to fiscal 1997 have been restated to give effect to
the three-for-two stock split effected in the form of a stock
dividend paid on May 2, 1997.
<PAGE>
ITEM 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
Cash and cash equivalents increased during fiscal 1997 from
$25,039,000 to $31,080,000, and working capital decreased during the
year from $48,479,000 to $29,062,000. The decrease in working capital
is primarily due to the recording of purchase accounting reserves of
$35,530,000 relating to acquisitions consummated during fiscal 1996
and fiscal 1997. Cash flow from operating activities increased in
fiscal 1997 to $79,461,000 from $59,359,000. This increase was the net
result of increased profits and decreased working capital.
During fiscal 1997, the Company spent approximately $78,000,000
for capital expenditures to expand production facilities and increase
efficiencies in both production and distribution. Over the past five
years, expenditures have totaled approximately $342,000,000 with an
additional $41,000,000 of expenditures attributable to acquisitions
during that period. Major projects initiated at the Company's
Thomasville, Georgia; El Paso, Texas and San Antonio, Texas facilities
during fiscal 1996 were completed during fiscal 1997. Also completed
during fiscal 1997 were major projects at the Company's Jamestown,
North Carolina; Miami, Florida; Montgomery, Alabama and Parkersburg,
West Virginia facilities. Major projects at the Company's Thomasville,
Georgia facility and Mrs. Smith's Bakeries, Inc. were initiated during
fiscal 1997 with completion anticipated during fiscal 1998. Capital
expenditures for fiscal 1998 are expected to be less than the fiscal
1997 expenditures. These expenditures will not only improve the
efficiency of production and distribution but will also continue to
provide the Company with facilities to supply our markets with high
quality food products at a lower cost.
During the first quarter of fiscal 1997, the Company sold
approximately $66,000,000 of distributor notes receivable to a
financial institution. The proceeds from this sale were used to pay a
portion of the Company's debt outstanding at that time.
Also, during the first quarter of fiscal 1997, the Company
entered into a five-year $300,000,000 syndicated loan facility with
seven different banks. This facility replaced three $60,000,000
revolving-term loan agreements that were in place at that time. Under
these agreements, the Company borrowed varying amounts totaling
$524,000,000 of which $510,375,000 was repaid, thus adding $13,625,000
to the $103,375,000 outstanding at June 29, 1996 for a total
outstanding at June 28, 1997 of $117,000,000. These borrowings were
primarily used to partially fund fiscal 1997 capital spending. Also
outstanding at June 28, 1997 are $125,000,000 of long-term Senior
Notes borrowed by the Company through a private placement during
fiscal 1996 and long-term borrowings of $10,000,000 scheduled to
mature in equal instalments over the next two years. Subsequent to
year-end, on July 7, 1997, the $10,000,000 borrowings were repaid.
During the second quarter of fiscal 1997, the Company entered
into a short-term $50,000,000 commercial paper program primarily to
finance the build-up of frozen inventory. Borrowings outstanding under
this program at June 28, 1997 were $40,792,000.
The Company has in place a $50,000,000 ten-year master lease
agreement to finance the automated production lines at several of its
facilities. At June 28, 1997, $37,756,000 had been used under this
agreement.
Cash dividends have grown at a compound annual rate of 6% for the
past five years, increasing from an annual payout of $.309 in 1992 to
$.413 in 1997.
The Company believes that, in light of its current cash position,
its cash flow from operating activities and its credit arrangements,
it can adequately meet presently foreseeable financing requirements.
<PAGE>
Results of Operations
1997 as compared with 1996 - Sales for 1997 increased 16% to
$1,437,713,000 from $1,238,564,000 in 1996. Acquisitions consummated
during the fourth quarter of fiscal 1996 and during fiscal 1997
contributed approximately two-thirds of the increase, while increased
volume of 5%, exclusive of the acquisitions, was also a factor in the
sales increase. Income before income taxes increased 82% to
$87,794,000 in fiscal 1997 from the $48,340,000 reported in fiscal
1996. Income before income taxes as a percent of sales was 6% in
fiscal 1997 as compared to 4% in fiscal 1996.
The profit increase was the result of several factors. The sale
of the distributor notes receivable during the first quarter of fiscal
1997, as discussed above, generated $43,244,000 of pre-tax income. The
sale of these notes was necessitated by the Company's decision to
settle claims by the Internal Revenue Service that the notes
constituted current rather than deferred income. The gain generated by
the sale of the notes was partially offset by approximately
$19,000,000 of expenses relating to the Internal Revenue Service audit
and the write-down of certain idle facilities. Operationally, income
for fiscal 1997 was positively impacted by the Mrs. Smith's pie
business, which the Company acquired during the fourth quarter of
fiscal 1996, as well as sales and volume gains at the remainder of the
Company's operations. Improved raw material costs during the fourth
quarter and improved performances in several of the Company's new
markets during the fourth quarter were also factors in the profit
increase. During fiscal 1997, the Company reported an after-tax profit
of $7,721,000 as a result of its equity investment in a joint venture
that owns the Keebler Company.
1996 as compared with 1995 - Sales for 1996 increased 10% to
$1,238,564,000 from $1,129,203,000 in 1995. Acquisitions consummated
during the last three quarters of fiscal 1995 and during fiscal 1996
contributed approximately one-half of the increase. Increased volume
of 10%, exclusive of the acquisitions and the divestiture of the
Company's McAllen, Texas facility during the fourth quarter of fiscal
1995, along with selling price increases and the addition of 160 new
routes were also factors in the sales increase. Other income decreased
during fiscal 1996 from fiscal 1995 primarily due to gains on the sale
of certain fixed assets during fiscal 1995. Income before income taxes
decreased 29% to $48,340,000 in fiscal 1996 from the $68,015,000
reported in fiscal 1995. Income before income taxes as a percent of
sales was 4% in fiscal 1996 as compared to 6% in fiscal 1995.
The profit decrease was primarily the result of increased raw
material and packaging costs, particularly flour, the Company's
primary raw material, which was at a 21-year high during the year.
Over the past several years, the quality and quantity of
baking-quality wheat has been low due to poor weather conditions, thus
increasing the cost of flour. Start-up costs associated with the
addition of 160 new sales routes in Georgia, Alabama, Mississippi and
North Carolina also contributed to the profit decrease. Additionally,
poor winter weather all along the eastern seaboard had a negative
impact on the Company's sales and distribution costs in this region.
Two other factors had an impact on pre-tax profit during fiscal
1996. First, as discussed in Note 13 of Notes to Consolidated
Financial Statements, the Company recorded a gain of $4,111,000 on the
issuance of Keebler stock to G. F. Industries, Inc. shareholders as
part of the Sunshine Biscuit transaction. Secondly, the Company
recorded a reserve of $4,935,000 representing the anticipated costs of
a final settlement of certain pending litigation involving subsidiary
operations in Texas.
Certain of the above statements contained herein under the
caption "Management's Discussion and Analysis of Financial Condition
and Results of Operations" may constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of
1996. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance, or achievements of the Company to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include,
among other things, business conditions, volatility of commodities
markets, ability to control operating costs, developing successful new
products and maintaining effective pricing and promotion of its
products.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Page
Index to Financial Statements
Report of independent accountants........................ 8
Management responsibility for financial statements....... 9
Consolidated balance sheet at June 28, 1997 and June 29,
1996................................................ 10
Consolidated statement of income for the fiscal years
ended June 28, 1997, June 29, 1996 and July 1, 1995. 11
Consolidated statement of changes in common stockholders'
equity for the fiscal years ended June 28, 1997,
June 29, 1996 and July 1, 1995...................... 12
Consolidated statement of cash flows for the fiscal years
ended June 28, 1997, June 29, 1996 and July 1, 1995. 13
Notes to consolidated financial statements............... 14
<PAGE>
Report of Independent Accountants
To the Board of Directors and Stockholders
of Flowers Industries, Inc.
In our opinion, the accompanying consolidated balance sheet and the
related consolidated statements of income, of changes in common
stockholders' equity and of cash flows present fairly, in all material
respects, the financial position of Flowers Industries, Inc. and its
subsidiaries at June 28, 1997 and June 29, 1996 and the results of
their operations and their cash flows for each of the three fiscal
years in the period ended June 28, 1997, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for the opinion expressed
above.
/s/ Price Waterhouse LLP
Atlanta, Georgia
July 30, 1997
<PAGE>
Management Responsibility for Financial Statements
July 30, 1997
The consolidated financial statements included in this report
were prepared by the Company in conformity with generally accepted
accounting principles. Management's best estimates and judgements were
used, where appropriate. Management is responsible for the integrity
of the financial statements and for other financial information
included in this report. The financial statements have been audited by
the Company's independent accountants, Price Waterhouse LLP. As set
forth in their report, their audit was conducted in accordance with
generally accepted auditing standards and formed the basis for their
opinion on the accompanying financial statements. They evaluate the
system of internal accounting control and perform such tests and other
procedures as they deem necessary to reach and express an opinion on
the fairness of the financial statements.
The Company maintains a system of internal accounting controls
which is designed to provide a reasonable assurance that assets are
safeguarded and that the financial records reflect the authorized
transactions of the Company. As a part of this process, the Company
has an internal audit function which evaluates the adequacy and
effectiveness of internal accounting controls.
The Audit Committee of the Board of Directors consists of
directors who are neither officers nor employees of the Company. The
Committee meets periodically with management, internal auditors and
the independent accountants to discuss auditing, internal accounting
control and financial reporting matters. The Director of Internal
Audit and the independent accountants have full and free access to
meet with the Audit Committee with and without management being
present.
/s/ C. M. Wood III /s/ Russell M. Fryar
Senior Vice President and Vice President, Treasurer and
Chief Financial Officer Chief Accounting Officer
<PAGE>
<TABLE>
Consolidated Balance Sheet
(Amounts in Thousands except Share Data)
June 28, June 29,
1997 1996
<S> <C> <C>
Assets
Current Assets:
Cash and cash equivalents............................................................ $ 31,080 $ 25,039
Accounts receivable.................................................................. 113,628 120,301
Inventories.......................................................................... 104,577 68,576
Prepaid expenses..................................................................... 7,825 5,319
Deferred income taxes................................................................ 14,421 10,992
-------- --------
271,531 230,227
-------- --------
Property, Plant and Equipment:
Land................................................................................. 20,692 23,386
Buildings............................................................................ 206,469 183,502
Machinery and equipment.............................................................. 446,016 393,319
Furniture, fixtures and transportation equipment..................................... 24,774 21,365
Construction in progress............................................................. 49,062 63,005
-------- --------
747,013 684,577
Less: accumulated depreciation....................................................... (299,014) (264,107)
-------- --------
447,999 420,470
-------- --------
Other Assets and Deferred Charges:
Investment in unconsolidated affiliate............................................... 77,071 68,326
Notes receivable from distributors................................................... 61,236
Other long-term assets............................................................... 33,133 24,567
-------- --------
110,204 154,129
-------- --------
Cost in Excess of Net Tangible Assets.................................................... 70,939 45,962
Less: accumulated amortization....................................................... (2,486) (1,345)
-------- --------
68,453 44,617
-------- --------
$898,187 $849,443
======== ========
Liabilities and Common Stockholders' Equity
Current Liabilities:
Commercial paper..................................................................... $ 40,792 $
Current portion of long-term debt.................................................... 6,625 6,593
Obligations under capital leases..................................................... 2,608 1,988
Accounts payable..................................................................... 78,451 98,796
Accrued taxes other than income taxes................................................ 6,276 5,369
Income taxes......................................................................... 220 1,264
Accrued compensation, interest and other liabilities................................. 107,497 67,738
-------- --------
242,469 181,748
-------- --------
Long-Term Notes Payable.................................................................. 259,884 254,355
-------- --------
Obligations Under Capital Leases......................................................... 2,413 2,573
-------- --------
Industrial Revenue Bonds................................................................. 12,950 17,770
-------- --------
Deferred Income Taxes.................................................................... 38,886 47,270
-------- --------
Deferred Compensation.................................................................... 1,573
-------- --------
Deferred Income.......................................................................... 40,403
-------- --------
Commitments and Contingencies............................................................
-------- --------
Common Stockholders' Equity:
Common stock -- $.625 par value, authorized 100,000,000 shares,
issued 88,636,089 shares............................................................. 55,398 55,398
Capital in excess of par value....................................................... 43,147 40,317
Retained earnings.................................................................... 260,094 234,069
Less: Common stock in treasury, 563,076 and 761,010 shares, respectively............. (6,567) (6,493)
Restricted Stock Award and Equity Incentive Award................................. (12,060) (17,967)
-------- --------
340,012 305,324
-------- --------
$898,187 $849,443
======== ========
</TABLE>
(See Accompanying Notes to Consolidated Financial Statements)
<PAGE>
<TABLE>
Consolidated Statement of Income
(Amounts in Thousands except Per Share Data)
For the year ended
June 28, June 29, July 1,
1997 1996 1995
<S> <C> <C> <C>
Sales.................................................................. $1,437,713 $1,238,564 $1,129,203
Gain on sale of distributor notes receivable........................... 43,244
Other income........................................................... 3,540 7,909 10,751
Gain on issuance of additional stock of unconsolidated affiliate....... 4,111
---------- ---------- ----------
1,484,497 1,250,584 1,139,954
---------- ---------- ----------
Materials, supplies, labor and other manufacturing costs............... 787,799 674,762 599,416
Selling, delivery and administrative expenses.......................... 537,825 468,695 428,833
Depreciation and amortization.......................................... 45,970 40,848 36,604
Interest............................................................... 25,109 13,004 7,086
Accrual for settlement of pending litigation........................... 4,935
---------- ---------- ----------
1,396,703 1,202,244 1,071,939
---------- ---------- ----------
Income before income taxes............................................. 87,794 48,340 68,015
Federal and state income taxes......................................... 33,191 18,185 25,714
Net income from investment in unconsolidated affiliate................. 7,721 613
---------- ---------- ----------
Net income............................................................. $ 62,324 $ 30,768 $ 42,301
========== ========== ==========
Net income per common share............................................ $ .72 $ .36 $ .50
Weighted average number of shares outstanding used in
calculation of net income per common share......................... 87,087 86,174 85,301
</TABLE>
(See Accompanying Notes to Consolidated Financial Statements)
<PAGE>
<TABLE>
Consolidated Statement of Changes in Common Stockholders' Equity
(Amounts in Thousands except Share Data)
Restricted
Stock
Capital Award and
Common Stock in excess Treasury Stock Equity
Number Par of par Retained Number Incentive
of shares value value earnings of shares Cost Award
<S> <C> <C> <C> <C> <C> <C> <C>
Balances at July 2, 1994,
as previously reported............ 57,513,113 $35,946 $ 39,056 $225,601 (1,261,756) $(15,200) $(9,672)
Three-for-two common stock split...... 28,756,557 17,973 (17,973) (631,766)
---------- ------- -------- -------- ---------- -------- -------
Balances at July 2, 1994, as adjusted. 86,269,670 53,919 21,083 225,601 (1,893,522) (15,200) (9,672)
Stock issued for acquisitions......... 2,366,419 1,479 15,872 198,598 1,594
Exercise of employee stock options.... (178) 104,449 841
Purchase of treasury stock............ (554,745) (4,426)
Net income for the year............... 42,301
Exercise of Restricted Stock Award.... 63 (74,634) (572) 708
Amortization of Restricted
Stock Award and Equity
Incentive Award................... 1,825
Dividends paid -
$.3622 per common share........... (31,257)
---------- ------- -------- -------- ---------- -------- -------
Balances at July 1, 1995.............. 88,636,089 55,398 36,840 236,645 (2,219,854) (17,763) (7,139)
Stock issued for acquisitions......... 180 137,003 1,119
Exercise of employee stock options.... (764) 285,366 2,337
Purchase of treasury stock............ (144,840) (1,303)
Net income for the year............... 30,768
Exercise of Restricted Stock Award.... 769 (187,596) (1,650) 1,526
Exercise of Equity Incentive Award.... 301 (169,931) (1,830) 1,434
Stock issued into escrow in connection
with Restricted Stock Award....... 2,286 1,180,295 9,640 (11,918)
Stock issued into escrow in connection
with Equity Incentive Award....... 705 358,547 2,957 (3,662)
Amortization of Restricted Stock
Award and Equity
Incentive Award................... 1,792
Dividends paid -
$.3833 per common share........... (33,344)
---------- ------- -------- -------- ---------- -------- -------
Balances at June 29, 1996............. 88,636,089 55,398 40,317 234,069 (761,010) (6,493) (17,967)
Stock issued for acquisition.......... 1,025 322,233 2,975
Exercise of employee stock options.... (1,017) 400,853 3,988
Purchase of treasury stock............ (19,335) (289)
Net income for the year............... 62,324
Exercise of Restricted Stock Award.... 1,072 (78,106) (1,362) 1,169
Exercise of Equity Incentive Award.... 1,854 (151,469) (2,365) 1,738
Restricted Stock Award Reversions..... (104) (56,430) (456) 557
Amortization of Restricted Stock
Award and Equity
Incentive Award................... 2,443
Stock received from escrow............ (219,812) (2,565)
Dividends paid -
$.4125 per common share........... (36,299)
---------- ------- -------- -------- ---------- -------- -------
Balances at June 28, 1997............. 88,636,089 $55,398 $43,147 $260,094 (563,076) $(6,567) $(12,060)
========== ======= ======== ======== ========== ======== =======
</TABLE>
(See Accompanying Notes to Consolidated Financial Statements)
<PAGE>
<TABLE>
Consolidated Statement of Cash Flows
(Amounts in Thousands)
For the year ended
June 28, June 29, July 1,
1997 1996 1995
<S> <C> <C> <C>
Cash flows from operating activities:
Cash received from customers....................................... $1,438,870 $1,232,963 $1,117,262
Interest received.................................................. 824 7,741 7,159
Sale of distributor notes receivable............................... 65,954
Other.............................................................. 6,080 5,416 5,890
---------- ---------- ----------
Cash provided by operating activities.................................. 1,511,728 1,246,120 1,130,311
---------- ---------- ----------
Cash paid to suppliers and employees................................ 1,373,583 1,161,431 1,009,931
Interest paid....................................................... 25,955 8,582 6,465
Income taxes paid................................................... 32,729 16,748 20,379
---------- ---------- ----------
Cash disbursed for operating activities................................ 1,432,267 1,186,761 1,036,775
---------- ---------- ----------
Net cash provided by operating activities (See Schedule 1)............. 79,461 59,359 93,536
---------- ---------- ----------
Cash flows from investing activities:
Purchase of property, plant and equipment.......................... (77,510) (75,542) (73,466)
Acquisition of businesses.......................................... (28,118) (17,018)
Divestiture of businesses.......................................... 200 1,061 22,679
Decrease in divestiture receivables................................ 417 173
Investment in unconsolidated affiliate............................. (61,352)
Escrow funds....................................................... 4,835
Other.............................................................. 63 (6,485) (1,845)
---------- ---------- ----------
Net cash disbursed for investing activities............................ (76,830) (170,263) (64,815)
---------- ---------- ----------
Cash flows from financing activities:
Dividends paid..................................................... (36,299) (33,344) (31,257)
Purchase of treasury stock......................................... (289) (1,303) (4,426)
Increase in short-term notes payable - commercial paper............ 40,792
Increase in long-term notes payable................................ 524,400 356,625 151,391
Payments of long-term notes payable................................ (525,194) (217,871) (132,351)
---------- ---------- ----------
Net cash received from (disbursed for) financing activities............ 3,410 104,107 (16,643)
---------- ---------- ----------
Net increase (decrease) in cash and cash equivalents................... $ 6,041 $ (6,797) $ 12,078
========== ========== ==========
Schedule 1.
Schedule Reconciling Earnings to Net Cash Provided by
Operating Activities
Net income...................................................... $ 62,324 $ 30,768 $ 42,301
Noncash expenses, revenues, losses and gains included in income:
Depreciation and amortization................................. 45,970 40,848 36,604
Gain on sale of distributor notes receivable.................. (43,244)
Deferred income taxes......................................... 1,506 3,494 2,847
Gain on issuance of additional stock of unconsolidated affiliate (4,111)
Net income from investment in unconsolidated affiliate........ (7,721) (613)
Changes in assets and liabilities, net of acquisitions
and divestitures:
(Increase) decrease in accounts receivable.................... 7,863 (17,742) (5,510)
(Increase) in inventories..................................... (36,144) (12,821) (4,651)
(Increase) in prepaid expenses................................ (2,242) (1,650) (86)
Decrease in distributor notes receivable..................... 65,954
(Decrease) increase in accounts payable....................... (21,082) 28,029 5,859
Increase (decrease) in accrued taxes and other liabilities.... 6,277 (6,843) 16,172
---------- ---------- ----------
$ 79,461 $ 59,359 $ 93,536
========== ========== ==========
Schedule 2.
Schedule of Noncash Investing and Financing Activities
Common stock issued in connection with the exercise of
employee stock options......................................... $ 2,971 $ 1,573 $ 663
Stock issued and held in escrow in connection with
Restricted Stock Award and Equity Incentive Award.............. 15,588
Stock issued for acquisitions.................................... 4,000 1,299 18,945
Note receivable from divestiture of business..................... 1,311 2,500
Note payable issued in acquisition of business................... 15,000
Undisbursed escrow funds available............................... 2,165
Exercise of Restricted Stock Award and
Equity Incentive Award......................................... 3,727 3,480 572
Stock released from escrow....................................... 2,565
</TABLE>
(See Accompanying Notes to Consolidated Financial Statements)
<PAGE>
Notes to Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of
Flowers Industries, Inc. and its wholly owned subsidiaries.
Intercompany accounts and transactions are eliminated in
consolidation. Investments in affiliated companies 50% or less owned
are accounted for under the equity method.
Revenue Recognition
Revenue from sale of products is recognized at the time of
shipment to the customer. Sales to a single customer accounted for
$163,000,000, or 11% of total consolidated sales during fiscal 1997,
$150,000,000, or 12% of total consolidated sales during fiscal 1996
and $142,000,000, or 13% of total consolidated sales during fiscal
1995.
Cash and Cash Equivalents
The Company considers deposits in banks, certificates of deposits
and short-term investments with original maturities of three months or
less as cash and cash equivalents.
The major components of cash and cash equivalents are as follows
(Amounts in Thousands):
June 28, June 29,
1997 1996
Cash........................... $11,010 $10,484
Time deposits.................. 20,070 14,555
------- -------
Total....................... $31,080 $25,039
======= =======
Accounts Receivable
Accounts receivable consists of trade receivables, current
portion of distributor notes receivable and miscellaneous receivables.
When a receivable balance is determined to be uncollectible, it is
charged directly to expense.
Concentration of Credit Risk
The Company grants credit to its customers, who are primarily in
the grocery, foodservice, restaurant and fast-food markets. The
Company's sales are made primarily to customers in the Southeastern,
Central and Western United States, with a majority of sales occurring
in the Southeast.
Inventory
Inventories are carried at the lower of cost (primarily first-in,
first-out) or market.
Hedging Transactions - Raw Material Costs
The Company's primary raw materials are flour, sugar, shortening
and raw fruits and vegetables. The Company has only limited
involvement with derivative financial instruments and does not use
them for trading purposes. The Company enters into various forward
purchase agreements and derivative financial instruments to reduce the
impact of volatility in raw materials ingredients prices. Amounts
payable or receivable under the agreements which qualify as hedges are
recognized as deferred gains or losses and included in other assets or
other liabilities. These deferred amounts are charged or credited to
cost of sales as the related raw materials costs are charged to
operations. Gains and losses on agreements which do not qualify as
hedges are recognized immediately as other income or expense. At June
28, 1997, the Company had no material commitments outstanding relating
to derivative financial instruments.
During June, 1997, the Company entered into an arrangement that
allows for the Company to engage in commodity price agreements based
on fixed and floating prices of an agreed type of commodity. At June
28, 1997, no amounts were outstanding under this arrangement.
<PAGE>
Property, Plant and Equipment and Depreciation
The Company provides depreciation for financial reporting
purposes over the estimated useful lives of fixed assets using the
straight-line method. Upon retirement or sale of fixed assets, the
book value is removed from the accounts and the difference between
such net book value and salvage value received is recorded in income.
Expenditures for maintenance and repairs are charged to income;
renovations and improvements are capitalized.
The approximate annual rates of depreciation are 2.5% to 5% for
buildings, 8.33% for machinery and equipment and 10% to 25% for
furniture, fixtures and transportation equipment. Depreciation expense
for fiscal 1997, 1996 and 1995 was $44,829,000, $40,559,000 and
$35,874,000, respectively.
Notes Receivable and Deferred Income
The Company has sold a majority of its territories to independent
distributors. The income from these sales is recognized as the cash
payments are received after the Company's contractual obligation under
a repurchase option granted to the distributor expires. The sales of
the territories are financed with ten year notes. In September, 1996,
the Company sold these notes, which totaled approximately $66,000,000
to a financial institution. Of the $66,000,000 of notes sold,
$44,000,000 was initially without recourse to the Company with the
remaining $22,000,000 having limited recourse. Concurrently,
approximately $43,000,000 of deferred pre-tax income was recognized by
the Company. The Company will act as the servicing agent for the
financial institution and will receive a fee for these services.
Amortization of Intangible Assets
Costs in excess of the net tangible assets acquired are, in the
opinion of management, attributable to long-lived intangibles having
continuing value. Excess amounts related to the purchases of
businesses are being amortized over forty years from the acquisition
date using the straight-line method. Costs of purchased trademark
rights are amortized over the period of expected future benefit, which
is forty years for Mrs. Smith's and ten years for Oregon Farms. At
each balance sheet date, the Company evaluates the realizability of
goodwill and other intangible assets. Amortization expense for fiscal
1997, 1996 and 1995 was $1,141,000, $289,000 and $730,000,
respectively.
Treasury Stock
The Company records acquisitions of its capital stock for
treasury at cost. Differences between proceeds for reissuances of
treasury stock and average cost are credited to capital in excess of
par value or charged to capital in excess of par value to the extent
of prior credits and thereafter to retained earnings.
Pension Plans
The Company accounts for pensions in accordance with Statement of
Financial Accounting Standards No. 87 - "Employers' Accounting for
Pensions." Pension accounting information is disclosed in Note 8 to
the consolidated financial statements.
Income Taxes
The Company accounts for income taxes under Statement of
Financial Accounting Standards No. 109 - "Accounting for Income Taxes"
(SFAS 109). SFAS 109 is an asset and liability approach that requires
the recognition of deferred tax assets and liabilities for the
expected future tax consequences of events that have been recognized
in the Company's financial statements or tax returns. In estimating
future tax consequences, SFAS 109 generally considers all expected
future events other than enactments of changes in the tax law or
rates. Income tax accounting information is disclosed in Note 9 to
the consolidated financial statements.
Net Income Per Common Share
Net income per common share is computed by dividing (a) net
income plus interest and other costs of convertible subordinated
debentures outstanding prior to fiscal 1994, net of applicable income
taxes by (b) common and common equivalent shares outstanding plus
shares which would be issued upon conversion of the subordinated
debentures.
<PAGE>
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Business Segments
The Company's only business is to provide quality food products
to grocery, foodservice, restaurant and fast-food markets.
Note 2. Inventories
The major components of inventories are as follows (Amounts in
Thousands):
June 28, June 29,
1997 1996
Ingredients and raw materials.... $ 25,479 $14,951
Packaging materials.............. 12,500 10,988
Finished goods................... 47,314 25,527
Supplies......................... 19,284 17,110
-------- -------
Total......................... $104,577 $68,576
======== =======
Note 3. Financial Instruments Fair Value
Statement of Financial Accounting Standards No. 107 - "Disclosure
about Fair Value of Financial Instruments," requires disclosure of
fair value information about financial instruments, whether or not
recognized in the balance sheet, for which it is practicable to
estimate that value.
The carrying value of cash and cash equivalents, notes receivable
from distributors, other notes receivable, industrial revenue bonds
and long-term debt payable to financial institutions approximates fair
value at June 28, 1997 and June 29, 1996.
Note 4. Long-Term Debt
In July, 1996, the Company entered into a five-year $300,000,000
syndicated loan facility, of which $117,000,000 was outstanding at
June 28, 1997. Amounts are borrowed under this facility for periods
not to exceed 180 days and can be reborrowed as necessary during the
term of the facility.
In October, 1996, the Company entered into a one-year $50,000,000
commercial paper program primarily to finance the build-up of frozen
inventory. Borrowings under this program at June 28, 1997 were
$40,792,000.
In January, 1996, the Company completed a private placement of
$125,000,000 of long-term Senior Notes. These notes are due in three
tranches: $100,000,000 due in semi-annual instalments from January 5,
2004 through January 5, 2008; $20,000,000 due January 5, 2011; and
$5,000,000 due January 5, 2016. A portion of the proceeds were used to
pay off $114,150,000 of debt that was outstanding at that time, with
the remaining proceeds being used for working capital and for other
general corporate purposes.
The Company also has a $10,000,000 revolving-term loan agreement
entered into in March of 1993, of which no amounts were outstanding at
June 28, 1997.
Also outstanding at June 28, 1997, were long-term borrowings of
$10,000,000, which were paid off subsequent to year-end on July 7,
1997.
Several loan agreements of the Company contain restrictions
which, among other things, require maintenance of certain financial
ratios and restrict encumbrance of assets and creation of indebtedness.
At June 28, 1997, the Company was in compliance with these financial
ratio requirements.
<PAGE>
Long-term debt consists of (Amounts in Thousands):
<TABLE>
June 28, June 29,
1997 1996
<S> <C> <C>
Private placement long-term Senior Notes with interest from
6.80% to 7.08% payable in instalments from 2004
through 2016................................................. $125,000 $125,000
Borrowings under syndicated loan facility with interest
from 5.94% to 6.02%......................................... 117,000
Commercial paper program with interest from 5.50% to 6.00%...... 40,792
Borrowings under revolving-term loan agreements................. 103,375
Various industrial revenue bonds with interest from 4.20%
to 6.00% payable in instalments through 2017 secured by
construction in progress and property........................ 13,170 18,170
Borrowings scheduled to mature in equal instalments
over the next two years with interest
from 5.64% to 6.49%.......................................... 10,000 15,000
Various unsecured notes payable with interest from
3.00% to 8.00% payable in instalments through 2004........... 14,289 17,173
-------- --------
320,251 278,718
Due within one year 47,417 6,593
-------- --------
Due after one year.............................................. $272,834 $272,125
======== ========
</TABLE>
Annual maturities of long-term debt for each of the five years
following June 28, 1997 are $47,417,000 (includes $40,792,000 of
short-term commercial paper), $8,850,000, $3,341,000, $1,413,000 and
$1,522,000, respectively.
Note 5. COMMITMENTS AND CONTINGENCIES
Description of Operating Lease Arrangements
The Company leases certain property and equipment, including
warehouses and certain distribution and other equipment, under
operating leases which expire over the next twenty years. Most of
these operating leases provide the Company with the option, after the
initial lease term, either to purchase the property at the then fair
value or renew its lease at the then fair rental value for periods of
one month to ten years. Generally, management expects that leases will
be renewed or replaced by other leases in the normal course of
business.
Minimum payments for operating leases having initial or remaining
noncancelable terms in excess of one year are as follows (Amounts in
Thousands):
Fiscal year(s)
1998..................................................... $15,736
1999..................................................... 13,367
2000..................................................... 11,571
2001..................................................... 9,183
2002..................................................... 8,244
2003 to termination (aggregate).......................... 29,255
-------
Total minimum lease payments.......................... $87,356
=======
Total rent expense for all operating leases amounted to
$39,750,000 for 1997, $30,863,000 for 1996 and $23,487,000 for 1995.
Other Commitments
The Company's various commodity purchase agreements effectively
commit the Company to purchase raw materials in amounts totaling
approximately $52,496,000 at June 28, 1997, which will be used in
production in future periods.
<PAGE>
Note 6. Accrued Compensation, Interest and Other Liabilities
Accrued compensation, interest and other liabilities consist of
(Amounts in Thousands):
June 28, June 29,
1997 1996
Compensation............................ $ 13,707 $ 7,518
Vacation cost........................... 10,277 10,030
Pension cost............................ 12,438 8,729
Workers' compensation insurance......... 9,009 10,881
Other insurance......................... 4,799 5,013
Interest................................ 5,195 6,041
Purchase accounting reserves............ 35,530
Other................................... 16,542 19,526
-------- -------
Total................................ $107,497 $67,738
======== =======
Note 7. Common Stockholders' Equity
General
On April 4, 1997, the Board of Directors declared a three-for-two
split of the Company's common stock, effected in the form of a stock
dividend paid on May 2, 1997 to shareholders of record on April 18,
1997. All agreements concerning stock options and other commitments
paid in shares of the Company's common stock provide for the issuance
of additional shares due to the declaration of the stock split. An
amount equal to the par value of the common shares issued plus cash
paid in lieu of fractional shares was transferred from capital in
excess of par value to the common stock account. This transfer has
been reflected in the Consolidated Statement of Changes in Common
Stockholders' Equity at July 2, 1994. All references to number of
shares, except shares authorized, and to per share information in the
consolidated financial statements have been adjusted to reflect the
stock split on a retroactive basis.
Shareholder Rights Plan
On March 17, 1989, the Company's Board of Directors declared a
dividend of one preferred share purchase right (collectively, the
"Rights") for each share of common stock held of record on April 3,
1989. Under certain circumstances, a Right may be exercised to
purchase one one-thousandth of a share of Series A Junior
Participating Preferred Stock (the "Preferred Stock") at an exercise
price of $33.33.
The Rights become exercisable 10 days after (i) a person or group
acquires 10% or more of the Company's outstanding common stock, or
(ii) an announcement of a tender offer for 30% or more of the
Company's outstanding common stock.
If the Rights become exercisable, each Right will entitle the
holder thereof to purchase one-thousandth of a share of the Preferred
Stock. If a person or group acquires 10% or more of the outstanding
common stock of the Company, the holder of each Right not owned by the
10% or more shareholder would be entitled to purchase for $33.33 (the
exercise price of the Right) common stock of the Company having market
value equal to $66.66. If the Company is a party to certain mergers or
business combination transactions or transfers 50% or more of its
assets or earning power, each Right will entitle its holder to buy a
number of shares of common stock of the acquiring or surviving entity
(or of the Company in certain instances) having a market value of
twice the exercise price of the Right, or $66.66. If the Rights are
fully exercised, the shares issued thereby would have a dilutive
effect on the shares previously outstanding.
The Rights expire April 2, 1999, and may be redeemed by the
Company for $.01 per Right at any time prior to the close of business
on the tenth day after a public announcement of an acquisition of 10%
or more of the common stock of the Company.
The principal terms of the Rights are set forth in a registration
statement on Form 8-A filed with the Securities and Exchange
Commission and dated as of March 20, 1989.
<PAGE>
Executive Stock Incentive Plan
The Company has 8,550,000 shares of common stock authorized for
issuance to eligible employees under the Executive Stock Incentive
Plan (ESIP). The ESIP authorizes the Compensation Committee of the
Board of Directors to grant to eligible participants of the Company
and its subsidiaries, through October 1999, stock options, stock
appreciation rights, restricted or deferred stock awards, stock
purchase rights and other stock-based awards.
During fiscal 1996, 1,170,065 shares of the Company's common
stock were granted as restricted stock awards (RSA). These shares are
held in escrow by the Company and will be released to the grantee upon
the grantee's satisfaction of continued employment at the same or a
higher level during the restriction periods, which end June 15, 1999,
May 20, 2000 and June 18, 2000, and upon payment of the purchase price
of $4.22, $5.11, and $5.89 per share, respectively. The purchase price
is fifty percent of the mean of the high and low market value of the
Company's common stock at the date of grant. The difference between
the market value at the date of grant and the purchase price to be
paid by the grantee is recognized ratably by the Company as
compensation expense over the restriction period. This expense for
fiscal 1997, 1996 and 1995 was $1,661,000, $1,299,000 and $901,000,
respectively.
During fiscal 1996, 358,547 shares of the Company's common stock
were granted as equity incentive awards (EIA). These shares are held
in escrow by the Company and may be released ratably to the grantee
upon the grantee's satisfaction of continued employment at the same or
a higher level during the restriction period which ends May 20, 1999,
and upon payment of the purchase price of $5.11 per share. The
purchase price is fifty percent of the mean of the high and low market
value of the Company's common stock at the date of grant. The
difference between the market value at the date of grant and the
purchase price to be paid by the grantee is recognized ratably
by the Company as compensation expense over the restriction period.
This expense for fiscal 1997, 1996 and 1995 was $782,000, $493,000 and
$924,000, respectively.
During fiscal 1996, 843,750 shares of the Company's common stock
were granted as non-qualified stock options (NQSO's). The NQSO's are
exercisable at any time, commencing on the first anniversary of the
grant date, until the year 2005. The optionees are required to pay the
market value of the shares, determined as of the grant date, which was
$8.45. As of fiscal year end June 28, 1997 and June 29, 1996, 787,500
and 843,750 NQSO's granted were outstanding. In addition to the ESIP,
the Company has 422,778 shares of common stock authorized for issuance
to key employees under the Company's Stock Option Plan. Option prices
must be 100% of the market value of the common stock at the time of
the grant. The Plan expired on October 15, 1992, therefore no
additional grants will be made pursuant to this Plan.
The Company applies Accounting Principles Board Opinion No. 25 -
"Accounting for Stock Issued to Employees," (APB 25) and related
interpretations in accounting for its plans. Accordingly, no
compensation expense has been recognized for options granted under the
Company's Stock Option Plan or options granted under the ESIP.
The Company's unconsolidated affiliate also elected to follow APB
25 and related interpretations in accounting for its plan.
Accordingly, no compensation expense has been recorded in the equity
in the net income of the unconsolidated affiliate for options granted
under its plan.
Had compensation expense for the options and restricted stock
awards under the ESIP been determined based on the fair value at the
grant dates for the awards consistent with the methodology prescribed
under Statement of Financial Accounting Standards No. 123 -
"Accounting for Stock-Based Compensation," the Company's net income
and net income per share would have been reduced to the pro forma
amounts indicated below (Amounts in Thousands except Per Share Data):
<TABLE>
For the fiscal year ended
June 28, 1997 June 29, 1996 July 1, 1995
<S> <C> <C> <C>
As reported
Net income....................................... $62,324 $30,768 $42,301
Net income per common share...................... $ .72 $ .36 $ .50
Pro forma
Net income....................................... $61,716 $29,694 $42,301
Net income per common share...................... $ .71 $ .34 $ .50
</TABLE>
<PAGE>
The fair values of the options granted were estimated as of the
date of grant using the Black-Scholes option-pricing model based on
the following weighted-average assumptions used for grants during
fiscal 1996: dividend yield of 3.43 percent; expected volatility of
24.7 percent; risk-free interest rate of 6.23 percent; and expected
lives of five years.
Stock option activity for fiscal years 1997, 1996 and 1995 is set
forth below (Amounts in Thousands except Per Share Data):
<TABLE>
Fiscal 1997 Fiscal 1996 Fiscal 1995
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Options Price Options Price Options Price
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of year....... 1,664 $7.11 1,114 $5.70 1,222 $5.67
Granted................................ 844 $8.44
Exercised.............................. (453) $6.03 (294) $5.59 (108) $5.40
----- ----- -----
Outstanding at end of year............. 1,211 $7.52 1,664 $7.11 1,114 $5.70
===== ===== =====
Exercisable at end of year............. 1,211 820 1,114
===== ===== =====
Weighted average fair value of options
granted during the year............. $2.91
=====
</TABLE>
All stock options outstanding at June 28, 1997 are exercisable.
The weighted average exercise price is $7.52, and the weighted average
remaining contractual life is 6.44 years.
Note 8. Pension Plans
The Company has noncontributory defined benefit pension plans
covering certain employees who have completed prescribed service
requirements. The benefits are based on years of service and the
employee's career earnings. The Company also has a supplemental
defined benefit pension plan covering certain Company employees which
provides benefits to participants commencing at retirement calculated
according to the formula contained in the Company's tax-qualified
retirement plan, but without regard to statutory limitations on the
maximum amount of compensation which may be taken into account by, nor
the maximum benefits which may be paid from such plans. Benefits
provided by this supplemental plan are reduced by benefits provided by
the defined benefit pension plans. Pension expense was $4,860,000,
$5,660,000 and $5,003,000 in fiscal 1997, 1996 and 1995, respectively.
Pension plans are funded at amounts deductible for income tax purposes
but not less than the minimum funding required by the Employee Retire
ment Income Security Act of 1974. As of June 28, 1997 and
June 29, 1996, the assets of the plans include certificates of
deposit, marketable equity securities, mutual funds, corporate and
government debt securities and annuity contracts. The marketable
equity securities include 506,250 shares of common stock of the
Company with a fair value of approximately $8,543,000 and $5,442,000
at June 28, 1997 and June 29, 1996, respectively.
During the second quarter of fiscal 1995, the Company recognized
an after-tax curtailment gain of $912,000 or $.01 per share, in
accordance with Statement of Financial Accounting Standards No. 88 -
"Employers' Accounting for Settlements and Curtailments of Defined
Benefit Pension Plans and for Termination Benefits." The gain arose
from the sale of a portion of the Company's territories to independent
distributors and the consequent termination of participation in the
Flowers Industries, Inc. Retirement Plans of certain employees.
<PAGE>
Net periodic pension costs of these plans for fiscal 1997, 1996
and 1995 includes the following components (Amounts in Thousands):
<TABLE> Fiscal Fiscal Fiscal
1997 1996 1995
-------- ------- -------
<S> <C> <C> <C>
Service cost-benefit earned during the period........................... $ 5,603 $ 5,765 $ 5,538
Interest cost on projected benefit obligation........................... 10,311 9,341 8,261
Reduction of pension costs due to actual return on plan assets.......... (10,415) (9,073) (8,593)
Net amortization and deferral........................................... (639) (373) (203)
-------- ------- -------
$ 4,860 $ 5,660 $ 5,003
======== ======= =======
</TABLE>
Assumptions used to determine net periodic pension cost for these
plans for fiscal 1997, 1996 and 1995 are as follows (measurement dates
are June 28, 1997, June 29, 1996 and July 1, 1995, respectively):
<TABLE>
June 28, June 29, July 1,
1997 1996 1995
-------- -------- -------
<S> <C> <C> <C>
Discount rate........................................................... 7.75% 8.00% 8.25%
Rate of increase in compensation levels................................. 5.25% 5.50% 5.75%
Expected long-term rate of return on assets............................. 9.00% 9.00% 9.00%
</TABLE>
Flowers Industries, Inc. Retirement Plans No. 01 and 02 have
assets that exceed the accumulated benefit obligation.
There are certain plans, however, with accumulated benefit obligations
which exceed plan assets. The following table summarizes the funded
status of the Company's pension plans and the related amounts that are
recognized in the Company's balance sheet at June 28, 1997 and June
29, 1996 (Amounts in Thousands):
<TABLE>
Plans for Plans for Plans for Plans for
Which Which Which Which
Assets Accumulated Assets Accumulated
Exceed Benefits Exceed Benefits
Accumulated Exceed Accumulated Exceed
Benefits Assets Benefits Assets
----------- ----------- ----------- -----------
June 28, 1997 June 28, 1997 June 29, 1996 June 29,1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Actuarial present value of benefit obligation
Accumulated benefit obligations:
Vested.................................. $(112,419) $(4,696) $ (98,543) $(4,615)
Nonvested............................... (2,387) (137) (1,937) (136)
--------- ------- -------- -------
$(114,806) $(4,833) $(100,480) $(4,751)
========= ======= ========= =======
Plan assets at fair value.................... $ 135,810 $ 2,009 $ 114,508 $ 2,047
Projected benefit obligations................ (132,122) (7,473) (117,730) (6,932)
--------- ------- --------- -------
Plan assets in excess of (less than)
projected benefit obligations 3,688 (5,464) (3,222) (4,885)
Items not yet recognized in earnings:
Unrecognized net asset at transition...... (4,366) (5,207)
Unrecognized prior service cost........... 562 33 (110) 348
Unrecognized net (gain) loss.............. (9,308) 2,417 2,929 1,417
-------- ------- -------- ------
Contribution payable......................... $ (9,424) $(3,014) $ (5,610) $(3,120)
======== ======= ======== =======
</TABLE>
The Company made contributions of approximately $1,164,000 in
fiscal 1997, $271,000 in fiscal 1996 and $441,000 in fiscal 1995 to
collectively bargained, multiemployer pension plans based on specific
rates per hour worked by participating employees.
<PAGE>
Note 9. Income Taxes
The provision for income taxes consists of the following (Amounts
in Thousands):
<TABLE>
For the year ended
June 28, June 29, July 1,
1997 1996 1995
------- ------- --------
<S> <C> <C> <C>
Current taxes:
Federal............................................................. $26,910 $13,915 $21,886
State............................................................... 5,557 2,621 2,723
------- ------- -------
32,467 16,536 24,609
------- ------- -------
Deferred taxes:
Federal............................................................. 1,587 1,636 1,358
State............................................................... 347 347 854
------- ------- -------
1,934 1,983 2,212
------- ------- -------
Benefit of operating loss carryforwards................................. (1,210) (334) (1,107)
------- ------- -------
(1,210) (334) (1,107)
------- ------- -------
Provision for income taxes.............................................. $33,191 $18,185 $25,714
======= ======= =======
</TABLE>
Deferred tax liabilities (assets) are comprised of the following
(Amounts in Thousands):
<TABLE>
For the year ended
June 28, June 29,
1997 1996
-------- -------
<S> <C> <C>
Depreciation......................................................................... $51,275 $47,999
Other................................................................................ 8,673 7,902
------- -------
Gross deferred tax liabilities................................................... 59,948 55,901
------- -------
Self-insurance accrual............................................................... (5,274) (5,926)
Vacation accrual..................................................................... (2,275) (2,554)
Pension accrual...................................................................... (2,481) (2,547)
Purchase accounting reserves......................................................... (14,483)
Loss carryforwards................................................................... (4,117) (3,805)
Other................................................................................ (9,093) (7,565)
------- -------
Gross deferred tax assets........................................................ (37,723) (22,397)
Deferred tax assets valuation allowance.............................................. 2,240 2,774
------- -------
$24,465 $36,278
======= =======
</TABLE>
The net change in the valuation allowance for deferred tax assets
was a decrease of $534,000, related to operating loss carryforwards.
The provision for income taxes on income differs from the amount
computed by applying the U.S. federal income tax rate (35%) because of
the effect of the following items (Amounts in Thousands):
<TABLE>
For the year ended
June 28, June 29, July 1,
1997 1996 1995
------- -------- -------
<S> <C> <C> <C>
Tax at U.S. federal income tax rate..................................... $30,728 $16,919 $23,805
State income taxes, net of U.S. federal income tax benefit.............. 3,837 1,929 2,325
Benefit of operating loss carryforwards................................. (1,210) (334) (1,107)
Other................................................................... (164) (329) 691
------ ------- -------
Provision for income taxes .......................................... $33,191 $18,185 $25,714
======= ======= =======
</TABLE>
<PAGE>
The amount of federal operating loss carryforwards generated by
certain subsidiaries prior to their acquisition is $2,825,000 with
expiration dates through the fiscal year 2009. The use of
pre-acquisition operating losses and tax credit carryforwards is
subject to limitations imposed by the Internal Revenue Code. The
Company does not anticipate that these limitations will affect
utilization of the carryforwards prior to their expiration.
Various subsidiaries have state operating loss carryforwards of
$54,553,000 with expiration dates through the fiscal year 2012.
During fiscal 1997, the Internal Revenue Service ("IRS")
completed an examination of the Company's federal income tax returns
for fiscal years 1993 through 1995. During the examination, the IRS
asserted that the Company's independent distributor program generated
ordinary income upon the initial sale of the territories. As a result,
the Company paid for certain claims by the IRS relating primarily to
the Company's independent distributor program.
Note 10. Other Employee Benefit Plans
Under the Company's bonus plan, approved annually by the
Compensation Committee, certain key employees may receive bonus
compensation based on attainment of specified income goals. Total
compensation under the bonus plan was approximately $6,969,000,
$877,000 and $6,157,000 for fiscal 1997, 1996 and 1995, respectively.
During fiscal 1995, the Company established the Flowers
Industries, Inc. 401(k) Retirement Savings Plan ("FIRST"). FIRST
covers substantially all employees who have completed certain service
requirements. The cost and contributions for employees who participate
in the defined benefit pension plan is 25% of the first $400
contributed by the employee. The costs and contributions for employees
who do not participate in the defined benefit pension plan is 2% of
compensation and 25% of the employee's contributions up to 6% of
compensation. During fiscal 1997, 1996 and 1995, the total cost and
contributions was $1,367,000, $1,268,000 and $265,000, respectively.
Note 11. Legal Matters and Contingencies
The Company is engaged in various legal proceedings which arise
in the ordinary course of its business. In the opinion of management,
the amount of ultimate liability with respect to those proceedings
will not be material to the Company's financial position or results of
operations. A reserve of $4,935,000 was recorded during fiscal 1996
and paid during fiscal 1997 representing final settlement of certain
pending litigation involving subsidiary operations in Texas.
Note 12. Acquisitions
On May 31, 1996, the Company acquired certain assets of Mrs.
Smith's, Inc. including its brand name and trademarks from The J. M.
Smucker Company. Mrs. Smith's primarily manufactures and distributes
frozen pies. Under the terms of the acquisition agreement, the Company
paid $30,000,000, consisting of $15,000,000 in cash at closing and a
$15,000,000 note payable. In addition, the Company entered into
ten-year leases for the property, plant and equipment used in the
business.
The acquisition has been accounted for as a purchase, and,
accordingly, the results of operations of the acquired business are
included in the consolidated statement of income from the date of
acquisition.
The following unaudited condensed combined pro forma results of
operations assume the acquisition occurred as of the beginning of each
fiscal year (Amounts in Thousands except Per Share Data):
For the year ended
June 29, 1996 July 1, 1995
------------- ------------
Sales.............. $1,351,769 $1,249,461
Net income......... 33,056 45,057
Earnings per share. .39 .53
The pro forma financial information is not necessarily indicative
of the operating results that would have occurred had the acquisition
been consummated as of the beginning of the fiscal year, nor are they
necessarily indicative of future operating results.
In addition, the Company acquired certain other businesses during
fiscal 1996 and fiscal 1997 which have been accounted for as
purchases. These acquisitions are immaterial to the results of
operations of the Company.
<PAGE>
During fiscal 1997, the Company recorded $22,653,000, net of tax
of $14,483,000, in additional goodwill related to liabilities
anticipated to be incurred for planned activities for certain
acquisitions made during fiscal 1996 and fiscal 1997. A reserve of
$35,530,000 relating to these transactions is included in accrued
compensation, interest and other liabilities at June 28, 1997.
Note 13. Investment in Unconsolidated Affiliate
In January 1996, the Company acquired, for $62,000,000, a 49.6%
interest in INFLO Holdings Corporation (INFLO), a joint venture formed
by the Company and Artal Luxembourg S.A. On January 26, 1996, INFLO
acquired 100% of Keebler Corporation (Keebler) for an aggregate
consideration of $454,900,000 from United Biscuits (Holdings) plc.
Keebler is the second largest cookie and cracker manufacturer in the
United States. The acquisition of Keebler was financed through the
equity of INFLO and bank borrowings. The Company accounts for its
investment in INFLO using the equity method of accounting.
On June 4, 1996, Keebler acquired 100% of Sunshine Biscuits, Inc.
from G. F. Industries, Inc. (GFI) for an aggregate purchase price of
$171,600,000. The acquisition was funded by Keebler's working capital,
bank financing and the issuance to GFI of $23,600,000 of INFLO common
stock and warrants. In fiscal 1996, the Company recognized a pre-tax
gain on the shares issued to GFI of $4,111,000. As a result of this
transaction, the Company's interest in INFLO was reduced to 45.2%.
Condensed financial information of INFLO is as follows (Amounts
in Thousands):
April 19, 1997 April 20, 1996
-------------- -------------
Current assets......... $ 332,782 $252,791
Total assets........... 1,081,984 867,429
Current liabilities.... 347,647 384,635
Total liabilities...... 911,997 741,174
Common stockholders'
equity............... 169,987 126,255
Total liabilities and
common stockholders'
equity 1,081,984 867,429
April 21, 1996 - January 26, 1996 -
April 19, 1997 April 20, 1996
---------------- ------------------
Sales.................. $1,907,307 $345,600
Gross profit........... 1,030,539 177,900
Net income............. 19,411 1,255
Note 14. Unaudited Quarterly Financial Information
Results of operations for each of the four quarters of the fiscal
years ended June 28, 1997 and June 29, 1996 follow (each quarter
represents a period of twelve weeks except the fourth quarter, which
includes sixteen weeks)(Amounts in Thousands except Per Share Data):
<TABLE>
Quarter First Second Third Fourth
1997 1997 1997 1997
1996 1996 1996 1996
-------- -------- -------- --------
<S> <C> <C> <C>
Sales.......................................... $322,710 $381,290 $301,392 $432,321
269,674 290,538 275,013 403,339
Gross profit................................... 140,438 164,756 142,278 202,442
125,893 130,676 125,398 181,835
Income before income taxes..................... 32,925 19,175 9,912 25,782
12,696 12,749 9,135 13,760
Net (loss) income from investment in
unconsolidated affiliate (531) 336 6,005 1,911
613
Net income..................................... 19,948 12,263 12,170 17,943
7,897 7,930 5,682 9,259
Net income per common share ................... .23 .14 .14 .21
.09 .09 .07 .11
</TABLE>
<PAGE>
PART III
Item 10.
Directors and Executive Officers of the Registrant is
incorporated herein by reference from the Company's definitive proxy
statement for the annual meeting of shareholders on October 17, 1997,
except that a description of the Executive Officers of the Registrant
is set forth in Item 1 hereof.
Item 11.
Executive Compensation is incorporated herein by reference from
the Company's definitive proxy statement for the annual meeting of
shareholders on October 17, 1997.
Item 12.
Security Ownership of Certain Beneficial Owners and Management is
incorporated herein by reference from the Company's definitive proxy
statement for the annual meeting of shareholders on October 17, 1997.
Item 13.
Certain Relationships and Related Transactions is incorporated
herein by reference from the Company's definitive proxy statement for
the annual meeting of shareholders on October 17, 1997.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K
Sequential
Page
a. List of documents filed as part of this report
1. Financial Statements *
Report of independent accountants................. 8
Consolidated balance sheet at June 28, 1997
and June 29, 1996................................ 10
Consolidated statement of income for the
fiscal years ended June 28, 1997, June 29,
1996 and July 1, 1995............................ 11
Consolidated statement of changes in common
stockholders' equity for the fiscal years
ended June 28, 1997, June 29, 1996 and
July 1,1995...................................... 12
Consolidated statement of cash flows for the
fiscal years ended June 28, 1997, June 29,
1996 and July 1, 1995............................ 13
Notes to consolidated financial statements........ 14
2. Financial Statement Schedules
Report of Independent Accountants on Financial
Statement Schedule.............................. 27
Schedule -- for the fiscal years ended
June 28, 1997, June 29, 1996 and July 1, 1995
II Valuation and qualifying accounts.............. 30
3. Exhibits
3(a) Second Restated Articles of Incorporation,
as corrected (Incorporated by reference to
the Company's Annual Report on Form 10-K
for the fiscal year ended June 27, 1992,
File No. 1-9787)...........................
3(b) Restated By-Laws, as of October 20, 1989
(Incorporated by reference to the Company's
Annual Report on Form 10-K for the fiscal
year ended June 27, 1992, File No. 1-9787).
4(a) Rights Agreement dated as of March 17, 1989
between the Company and the Rights Agent
(Incorporated by reference to the Company's
Registration Statement on Form 8-A filed
March 21, 1989, as amended, File No. 1-9787)
4(a)(1) First Addendum to Rights Agreement dated as
of June 6, 1992 (Incorporated by reference to
the Company's Annual Report on Form 10-K for
the fiscal year ended June 27, 1992, File No.
1-9787).....................................
10(a) Flowers Industries, Inc. Annual Executive Bonus
Plan dated August 4, 1995 (Incorporated by
reference to the Company's Annual Report on
Form 10-K for the fiscal year ended July 1,
1995, File No. 1-9787)**....................
10(b) Flowers Industries, Inc. 401(k) Retirement
Savings Plan (Incorporated by reference to the
Company's Registration Statement on Form S-8
filed April 13, 1995, File No. 33-91198)**..
10(c) Severance Policy (Incorporated by reference to
the Company's Annual Report on Form 10-K for
the fiscal year ended July 1, 1989, File No.
1-9787)**...................................
10(d) 1982 Incentive Stock Option Plan, as amended
(Incorporated by reference to the Company's
Registration Statement on Form S-3/S-8 filed
May 18, 1990, File No. 33-34855)**..........
10(e) 1989 Executive Stock Incentive Plan
(Incorporated by reference to the Company's
Registration Statement on Form S-3/S-8 filed
May 18, 1990, File No.33-34855)**...........
10(e)(1) Amendment to the 1989 Executive Stock
Incentive Plan, dated as of August 4, 1995
(Incorporated by reference to the Company's
Annual Report on Form 10-K for the fiscal
year ended July 1, 1995, File No. 1-9787)**
10(f) Flowers Industries, Inc. 1990 Supplemental
Executive Retirement Plan (Incorporated by
reference to the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1990,
File No. 1-9787)**..........................
10(g) Stock Purchase Agreement dated as of November
5, 1995, between INFLO Holdings Corporation and
UB Investments (Netherlands) BV, as amended by
agreement dated January 26, 1996 (Incorporated
by reference to the Company's Report on Form
8-K(A) dated April 10, 1996, File No. 1-9787)
10(h) Acquisition Agreement dated as of May 1, 1996,
among Flowers Industries, Inc., Mrs. Smith's
Bakeries, a wholly-owned subsidiary of Flowers
Industries, Inc., The J. M. Smucker Company,
and Mrs. Smith's, Inc., a wholly-owned
subsidiary of The J. M. Smucker Company
(Incorporated by reference to the Company's
Report on Form 8-K dated June 13, 1996, File No.
1-9787)......................................
10(i) Agreement dated as of May 5, 1997, between the
Company and Heeth Varnedoe, III**............ 31
11 Statement re computation of per share
earnings..................................... 34
22 Subsidiaries of the Registrant............... 35
23 Consent of Independent Accountants........... 37
27 Financial Data Schedule......................
b. Reports on Form 8-K
No reports on Form 8-K have been filed by the Registrant during
the last quarter of the period covered by this report.
* The individual financial statements of the Registrant have been
omitted since the Registrant is primarily an operating company
and all subsidiaries included in the consolidated financial
statements, in the aggregate, do not have minority equity
interest and/or indebtedness to any person other than the
Registrant or its consolidated subsidiaries in amounts which
exceed five percent of total consolidated assets at June 28,
1997, excepting indebtedness incurred in the ordinary course of
business which is not overdue and which matures within one year
from the date of its creation.
** Management contract or compensatory plan or arrangement required
to be filed as an exhibit hereto pursuant to Item 14(c) of Form
10-K.
<PAGE>
Report of Independent Accountants On
Financial Statement Schedule
To the Board of Directors
of Flowers Industries, Inc.
Our audits of the consolidated financial statements referred to in our
report dated July 30, 1997 of this Annual Report on Form 10-K also
included an audit of the Financial Statement Schedule listed in Item
14(a) of this Form 10-K. In our opinion, this Financial Statement
Schedule presents fairly, in all material respects, the information
set forth therein when read in conjunction with the related
consolidated financial statements.
/s/ Price Waterhouse LLP
Atlanta, Georgia
July 30, 1997
<PAGE>
For purposes of complying with the amendments to the rules
governing Form S-8 (effective July 13, 1990) under the Securities Act
of 1933, the undersigned registrant hereby undertakes as follows,
which undertaking shall be incorporated by reference into registrant's
Registration Statements on Form S-3/S-8, File No. 33-34855; and on
Forms S-8, File No. 33-91198 and File No. 333-23351.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, Flowers Industries, Inc. has duly
caused this Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.
FLOWERS INDUSTRIES, INC.
/s/ Amos R. McMullian /s/C. Martin Wood III /s/ Russell M. Fryar
By: Amos R. McMullian By: C. Martin Wood III By: Russell M. Fryar
Chairman of the Board, Senior Vice President Vice President and
Chairman of the Chief Financial Officer Treasurer, Chief
Executive Committee Accounting Officer
and Chief Executive
Officer
Date: August 8, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Form 10-K has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates
indicated:
/s/Amos R. McMullian Chairman of the Board, August 8, 1997
Amos R. McMullian Chairman of the Executive
Committee and Chief
Executive Officer
/s/Robert P. Crozer Vice Chairman of the August 8, 1997
Robert P. Crozer Board and a Director
/s/Edward L. Baker Director August 8, 1997
Edward L. Baker
/s/Joe E. Beverly Director August 8, 1997
Joe E. Beverly
/s/Franklin L. Burke Director August 8, 1997
Franklin L. Burke
/s/G. Anthony Campbell General Counsel and August 8, 1997
G. Anthony Campbell Secretary and a Director
/s/Langdon S. Flowers Director August 8, 1997
Langdon S. Flowers
/s/Russell M. Fryar Vice President and August 8, 1997
Russell M. Fryar Treasurer, Chief
Accounting Officer
and a Director
/s/Joseph L. Lanier, Jr. Director August 8, 1997
Joseph L. Lanier, Jr.
/s/J. V. Shields, Jr. Director August 8, 1997
J. V. Shields, Jr.
/s/Heeth Varnedoe III Director August 8, 1997
Heeth Varnedoe III
/s/C. Martin Wood III Senior Vice President August 8, 1997
C. Martin Wood III and Chief Financial
Officer and a Director
<PAGE>
<TABLE>
Valuation and Qualifying Accounts (Schedule II)
CLASSIFICATION (Amounts in Thousands)
Balance at
Beginning Additions Balance at
of Year at Cost Deductions End of Year
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Year Ended June 28, 1997
Amortization of Cost in Excess of Net Tangible Assets......... $44,617 $24,977 $ (1,141) $68,453
Year Ended June 29, 1996
Amortization of Cost in Excess of Net Tangible Assets......... $ 9,281 $35,625 $ (289) $44,617
Year Ended July 1, 1995
Amortization of Cost in Excess of Net Tangible Assets......... $ 9,618 $ 393 $ (730) $ 9,281
</TABLE>
See Note 1 of Notes to Consolidated Financial Statements for
accounting policy for capitalization and amortization of intangible
assets.
<PAGE>
Exhibit 10(i)
AGREEMENT
This Agreement is made and entered into this 5th day of May,
1997, by and between Flowers Industries, Inc. a Georgia corporation
("Company") and Heeth Varnedoe, III, a resident of the State of
Georgia ("Varnedoe").
1. Purpose.The purpose of this Agreement is to set forth the
understanding and agreement of the parties with respect to Varnedoe's
employment status and retirement, including benefits to be made
available to him by the Company as a consequence of his retirement.
Varnedoe has been employed by the Company in various capacities for a
period of approximately 37 years. His talents and industry have
contributed substantially to the success of the Company during that
period, and the Company wishes to reward him for his significant
contributions to its success and to assure that he will be available
for consultation and advice to it in the future.
2. Continuation of Employment; Retirement Date. Varnedoe
will continue in the employment of the Company (in the absence of his
death) until February 10, 1999. On said date Varnedoe will retire from
the Company and will no longer have the status of an employee. During
the period from the date of this Agreement through June 28, 1997,
Varnedoe will continue to serve as President and Chief Operating
Officer of the Company. From June 29, 1997 through February 10, 1999,
Varnedoe shall not serve as an officer of the company, nor shall he be
required to maintain an office on the premises of the Company nor a
regular schedule of duties; rather, during said period, Varnedoe's
responsibilities as an employee shall consist of being available,
upon reasonable advance notice, for advice and consultation with the
then Chairman, Vice-Chairman, President, Chief Executive Officer or
Chief Operating Officer of the Company. Varnedoe's status shall be
that of an active salaried employee during said period, and he shall
be entitled to the employee benefits normally available to such
employees (other than long-term disability insurance) through February
10, 1999, plus those benefits more specifically described below.
3. Compensation during Employment.
a. For the period from the date of this Agreement through
February 10, 1998, Varnedoe shall be compensated on the basis of
annual base salary of $389,235, or $29,941.15 per pay period; the last
pay period during which Varnedoe will receive said amount ends on
February 7, 1998. Commencing with the next pay period (beginning
February 8, 1998), Varnedoe will be paid an annual base salary of
$194,617.50, or $14,970.58 per pay period, through February 10, 1999.
b. In addition to his base salary, Varnedoe shall receive an
annual incentive bonus for the Company's fiscal year ending June 28,
1997, on the basis of a bonus percentage of 40%, adjusted in
accordance with the Company's current bonus formula in the event that
the earnings per share goal is not met or is exceeded, as provided in
the Company's Annual Executive Bonus Plan. No annual incentive bonus
will be paid to Varnedoe for the Company's fiscal years 1998 or 1999.
c. Varnedoe has previously received Equity Incentive Award III
in the amount of 36,160 shares of the Company's common stock. Said
award will continue to vest at its stated schedule of 33 1/3 % on each
anniversary of its award date of May 30, 1996, although it will become
fully vested on February 10, 1999. As provided in said award, all
dividends on the underlying stock which are declared and payable prior
to transfer of said stock to Varnedoe (or other termination of the
award according to its terms) will be paid to Varnedoe. No further
Equity Incentive Awards or Restricted Stock Awards will be granted to
Varnedoe.
d. Varnedoe holds nonqualified options to purchase Company
stock resulting from two different grants. His options for 90,000
shares at a price of $12.667 per share may be exercised at any time
until February 10, 2001, in accordance with their terms. His options
for purchase of 30,000 shares at a price of $9.083 per share may be
exercised until May 10, 1999, according to the terms of the January
10, 1991, agreement by which they were granted.
e. The compensation elements referred to above in this
paragraph will be subject to appropriate employment taxes and
withholding, and will constitute compensation for purposes of the
Company's tax-qualified and nonqualified pension plans according to
the terms of those plans. Except for the early vesting of Varnedoe's
Equity Incentive Award III, described in subparagraph (c) above, all
of said elements remain subject to the provisions of the plans or
programs under which they are provided.
<PAGE>
4. Employee Benefits during Employment. Until the earlier of
Varnedoe's death or February 10, 1999, and except as provided herein,
Varnedoe will continue to participate in all employee benefit plans
sponsored by the Company for salaried employees according to the terms
of said plans as they may be amended from time to time. For purposes
of Varnedoe's benefits, including but not limited to his nonqualified
Company stock options, the Company's 401(K) plan, the Executive
Deferred Compensation Plan, the Executive Life Insurance Program, and
the Company's medical benefits and group life insurance programs,
Varnedoe's date of retirement and severance from employment with the
Company shall be February 10, 1999. The Company will continue to
provide Varnedoe, until February 10, 1999, an individual universal
life insurance policy in the principal amount of $300,000.
5. Retirement Benefits. Varnedoe will commence to receive monthly
benefits, in accordance with the options elected by him pursuant to
said plans, from the Flowers Industries, Inc. Retirement Plan No. 1
and the Company's Supplemental Executive Retirement Plan commencing
March 1, 1999.
6. Additional Payments. Commencing March 1, 1999, the Company
will make annual payments to Varnedoe in the amount of $45,000 for the
remainder of his life, in consideration of Varnedoe's agreement not to
enter into competition with the Company, as hereinafter defined.
Should Varnedoe enter into competition with the Company, all
future such annual payments shall cease. In the event that Varnedoe
dies prior to the fifteenth annual payment under this paragraph, said
payments shall continue to be made to Varnedoe's designated
beneficiary until a total of fifteen payments have been made to
Varnedoe and said beneficiary. In the event that Varnedoe fails to
name such a beneficiary, or that said beneficiary does not live until
all said payments have been made, the remaining payments shall be made
to Varnedoe's estate. For purposes of this paragraph, Varnedoe shall
be deemed to enter into competition with the Company if, at any
location within the continental United States, he either renders
services of any nature to or is the owner of more than 5% of the
capital interests of any entity engaged in a business field in which
the Company or any subsidiary is also engaged.
7. Death prior to February 10, 1999. In the event that Varnedoe
should die prior to February 10, 1999, the various provisions of his
option agreements, the Equity Incentive Award III or the benefit plans
shall control his benefits at said time, and his compensation from the
Company shall cease. The payments provided for in paragraph 6, above,
shall commence as of the first day of the month following Varnedoe's
death and shall continue to be made annually on the next 14
anniversaries of said date.
8. Change in Control. In the event that a "change in control" of
the Company occurs prior to the payment of all amounts due to Varnedoe
or his beneficiary pursuant to paragraph 3(a) or paragraph 6 hereof,
the Company shall pay Varnedoe (or his beneficiary, if appropriate as
to the payments described in paragraph 6), the present value of the
remaining periodic payments. Said present value shall be calculated
based on the discount rate contained or provided for at said time in
the Flowers Industries, Inc. Retirement Plan No. 1, or if said plan is
not in existence, the rate prescribed by the Pension Benefit Guaranty
Corporation for immediate payments. Said present value shall be paid
in cash within thirty (30) days of said "change in control." For
purposes of this paragraph, the term "change in control" shall have
the same meaning as provided in Section 11(b) of the Flowers
Industries, Inc. Executive Stock Incentive Plan, as the same may have
been amended from time to time according to its terms.
9. Entire Agreement, etc. This Agreement constitutes the entire
agreement of the parties as to the subject matter hereof and
supersedes all prior agreements thereto between the parties, although
it does not affect the provisions of any plan or policy of the Company
which applies to other employees of the Company. This Agreement may be
modified only in writing signed by both parties. This Agreement is to
be construed in accordance with the laws of the State of Georgia, and
shall be binding upon any successor of the Company and on Varnedoe's
estate and beneficiary. This Agreement may be assigned by the Company
only with the written consent of Varnedoe.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement the
day and year first above mentioned.
FLOWERS INDUSTRIES, INC.
/s/ Amos R. McMullian
By: Amos R. McMullian
Title: Chairman of the Board,
Chief Executive Officer
/s/ HEETH VARNEDOE, III
By: Heeth Varnedoe, III
<PAGE>
Exhibit 11. Computation of Net Income Per Common Share
(Amounts in Thousands except Share Data)
<TABLE>
For the Year Ended
June 28, 1997 June 29, 1996 July 1, 1995 July 2, 1994 July 3, 1993
------------- ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net income....................... $ 62,324 $ 30,768 $ 42,301 $ 29,496 $ 39,161
Add - Interest and other costs of
convertible subordinated debentures,
net of applicable income taxes 444
---------- ----------- ----------- ----------- -----------
Net income for net income per common
share.......................... $ 62,324 $ 30,768 $ 42,301 $ 29,496 $ 39,605
========== =========== =========== =========== ===========
Number of shares used in calculation
of per common share data:
Weighted average number of common
shares outstanding during the year 88,000,151 86,933,022 86,229,248 84,521,064 83,222,253
Add (Subtract) - Incremental shares
composed of:
Shares issuable upon conversion of
8.25% subordinated debentures 1,423,557
Shares issuable upon exercise of
employee stock options based on
year-end market price.......... 424,728 306,521 215,355 269,100 442,152
Shares issuable upon award of
equity incentive award and
restricted stock award based on
year-end market price............ (1,338,197) (1,065,306) (1,143,666) (1,372,761) (1,464,353)
----------- ----------- ----------- ----------- ----------
Weighted average number of shares
used in calculation of net income
per common share................... 87,086,682 86,174,237 85,300,937 83,417,403 83,623,609
=========== =========== =========== =========== ===========
Net income per common share......... $ .72 $ .36 $ .50 $ .35 $ .47
=========== =========== =========== =========== ===========
<PAGE>
Exhibit 22. Subsidiaries of the Registrant
There is no parent of the Registrant. The Registrant owns 100% of
the voting securities of each subsidiary listed below, except that
each subsidiary marked with an asterisk owns 100% of the voting
securities of the subsidiary or subsidiaries indented immediately
below such marked subsidiary. All subsidiaries listed below are
included in the consolidated financial statements of the Registrant.
State of
Subsidiary Incorporation
* Flowers Bakeries, Inc................................Delaware
* Flowers Baking Co. of Alabama, Inc.................Alabama
Flowers Baking Company of Birmingham, Inc.........Alabama
Flowers Baking Co. of Opelika, Inc................Alabama
Hardin's Bakery, Incorporated.....................Alabama
Flowers Specialty Foods of Montgomery, Inc........Alabama
Midtown Bakery, Inc...............................Alabama
* Flowers Baking Co. of Arkansas, Inc................Arkansas
Flowers Baking Co. of Texarkana, Inc..............Arkansas
Holsum Baking Company.............................Arkansas
Shipley Baking Company............................Arkansas
* Flowers Baking Co. of California, Inc..............California
Flowers Baking Co. of Fresno, Inc.................California
Flowers Baking Co. of Chattanooga, Inc.............Tennessee
* Flowers Baking Co. of Florida, Inc.................Florida
Flowers Baking Co. of Bradenton, Inc..............Florida
Flowers Baking Co. of Jacksonville, Inc...........Florida
Flowers Baking Co. of Miami, Inc..................Florida
* Flowers Baking Co. of Georgia, Inc.................Georgia
European Bakers, Ltd..............................Georgia
Dan-Co Bakery, Inc................................Georgia
Flowers Baking Co. of Thomasville, Inc............Georgia
Mrs. Smith's Bakeries, Inc........................Georgia
Table Pride, Inc..................................Georgia
*Flowers Baking Co. of Villa Rica, Inc.............Georgia
Flowers Baking Co. of Gadsden, Inc..............Alabama
Flowers Specialty of Suwanee, Inc..................Georgia
Flowers Frozen Bakery Distributors, Inc............Georgia
Aunt Fanny's Bakery, Inc...........................Georgia
Aunt Fanny's Bakery of Rome, Inc...................Georgia
* Flowers Baking Co. of North Carolina, Inc..........North Carolina
Flowers Baking Co. of Jamestown, Inc..............North Carolina
Daniels Home Bakery of North Carolina, Inc........North Carolina
Flowers Baking Co. of Ohio, Inc....................Ohio
* Flowers Holding Co. of S. C., Inc..................South Carolina
Flowers Baking Co. of Fountain Inn, Inc...........South Carolina
Flowers Baking Company of South Carolina, Inc.....South Carolina
South Carolina Baking Co., Inc....................South Carolina
* Flowers Baking Co. of Tennessee, Inc...............Tennessee
Flowers Baking Co. of Morristown, Inc.............Tennessee
Flowers Fresh Bakery Distributors, Inc............Tennessee
* Flowers Baking Co. of Texas, Inc...................Texas
El Paso Baking Co., Inc...........................Texas
Flowers Baking Co. of Tyler, Inc..................Georgia
San Antonio Baking Co., Inc.......................Texas
Austin Baking Co., Inc............................Texas
Corpus Christi Baking Co., Inc....................Texas
Butterkrust Bakery, Inc...........................Texas
San Angelo Distributing Co., Inc..................Texas
<PAGE>
* Flowers Baking Co. of Virginia, Inc................Virginia
Flowers Baking Co. of Lynchburg, Inc..............Virginia
Flowers Baking Co. of Norfolk, Inc................Virginia
Flowers Baking Co. of West Virginia, Inc...........West Virginia
Allegheny Bakery Distributing Co., Inc.............West Virginia
Storck Baking Company..............................West Virginia
Columbus Baking Company, Inc.......................Ohio
Aunt Fanny's Bakery of Pennsylvania, Inc...........Pennsylvania
Mrs. Smith's Bakeries of London, Inc...............Kentucky
* Huval Bakery, Incorporated.........................Louisiana
*Bunny Bread, Inc..................................Louisiana
Flowers Baking Co. of Baton Rouge, Inc...........Louisiana
Schott's Bakery, Inc...............................Texas
Pies, Inc..........................................Minnesota
* Stilwell Foods, Inc..................................Oklahoma
Stilwell Foods of Texas, Inc......................Oklahoma
Mrs. Smith's Bakeries of Pennsylvania, Inc...........Georgia
<PAGE>
Exhibit 23. Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-8 and Form
S-3 (No. 33-34855) for the Flowers Industries, Inc. 1982 Incentive
Stock Option Plan and the Flowers Industries, Inc. 1989 Executive
Stock Incentive Plan dated May 18, 1990 and of the Registration
Statements on Form S-8 (No. 33-91198 and No. 333-23351) for the
Flowers Industries, Inc. 401(k) Retirement Savings Plan, of our report
dated July 30, 1997, of this Form 10-K. We also consent to the
incorporation by reference of our report on the Financial Statement
Schedule of this Form 10-K.
/s/ Price Waterhouse LLP
Atlanta, Georgia
August 15, 1997
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Flowers
Industries, Inc. Consolidated Statement of Income for the fiscal year ended June
28, 1997 and the Flowers Industries, Inc. Consolidated Balance Sheet at June 28,
1997 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-28-1997
<PERIOD-START> JUN-30-1996
<PERIOD-END> JUN-28-1997
<CASH> 31,080
<SECURITIES> 0
<RECEIVABLES> 113,628
<ALLOWANCES> 0
<INVENTORY> 104,577
<CURRENT-ASSETS> 272,812
<PP&E> 747,013
<DEPRECIATION> 299,014
<TOTAL-ASSETS> 898,187
<CURRENT-LIABILITIES> 242,469
<BONDS> 0
0
0
<COMMON> 55,398
<OTHER-SE> 284,614
<TOTAL-LIABILITY-AND-EQUITY> 898,187
<SALES> 1,437,713
<TOTAL-REVENUES> 1,484,497
<CGS> 787,799
<TOTAL-COSTS> 1,396,703
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 25,109
<INCOME-PRETAX> 87,794
<INCOME-TAX> 33,191
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 62,324
<EPS-PRIMARY> .72
<EPS-DILUTED> .72
</TABLE>
