FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D C 20549
(Mark One)
(Check Mark) QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 13, 1997
( ) 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 (I.R.S. Employer
of incorporation or organization) Identification Number)
1919 Flowers Circle, Thomasville, Georgia
(Address of principal executive offices)
31757
(Zip Code)
912/226-9110
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if
changed since last report)
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
preceding 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 __________
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed
all documents and reports required to be filed by Section
12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan
confirmed by a court.
Yes _________ No __________
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest
practicable date.
Title of Each Class Outstanding at January 16, 1998
Common Stock, $.625
Par Value 88,449,837
<PAGE>
FLOWERS INDUSTRIES, INC.
INDEX
Page Number
PART I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheet
December 13, 1997 and June 28, 1997 3
Consolidated Statement of Income
Twenty Four Weeks Ended December 13, 1997
and December 14, 1996 5
Consolidated Statement of Income
Twelve Weeks Ended December 13, 1997
and December 14, 1996 6
Consolidated Statement of Cash Flows
Twenty Four Weeks Ended December 13, 1997
and December 14, 1996 7
Notes to Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 10
PART II. Other Information
Item 4. Submission of Matters to a Vote of
Security Holders 12
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
<PAGE>
<TABLE>
FLOWERS INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
(000's Omitted Except Share Data)
December 13, 1997 June 28, 1997
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 10,178 $ 31,080
-------- --------
Accounts receivable 153,623 113,628
-------- --------
Inventories:
Raw materials 42,016 37,979
Finished goods 42,829 47,314
Supplies 21,753 19,284
-------- --------
106,598 104,577
-------- --------
Deferred income taxes 15,674 14,421
-------- --------
Prepaid expenses 8,809 7,825
-------- --------
294,882 271,531
-------- --------
PROPERTY, PLANT & EQUIPMENT:
Land 20,692 20,692
Buildings 206,469 206,469
Machinery and equipment 446,404 446,016
Furniture, fixtures and transportation equipment 24,774 24,774
Construction and capital projects in progress 62,439 49,062
-------- --------
760,778 747,013
Less: accumulated depreciation (321,470) (299,014)
-------- --------
439,308 447,999
-------- --------
OTHER ASSETS AND DEFERRED CHARGES:
Investment in unconsolidated affiliate 91,315 77,071
Other long-term assets 32,635 33,133
--------- --------
123,950 110,204
--------- --------
COST IN EXCESS OF NET TANGIBLE ASSETS:
Cost in excess of net tangible assets 78,118 70,939
Less: accumulated amortization (2,922) (2,486)
--------- --------
75,196 68,453
--------- --------
$933,336 $898,187
========= ========
</TABLE>
(See Accompanying Notes to Consolidated Financial Statements)
<PAGE>
<TABLE>
FLOWERS INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
(000's Omitted Except Share Data)
December 13, 1997 June 28, 1997
<S> <C> <C>
CURRENT LIABILITIES:
Commercial paper $ 60,957 $ 40,792
Current portion of long-term debt 1,625 6,625
Obligations under capital leases 2,727 2,608
Accounts payable 77,462 78,451
Accrued taxes other than income taxes 4,453 6,276
Income taxes payable 2,168 220
Accrued compensation, interest and other liabilities 104,503 107,497
-------- --------
253,895 242,469
-------- --------
LONG-TERM NOTES PAYABLE 269,174 259,884
-------- --------
OBLIGATIONS UNDER CAPITAL LEASES 4,024 2,413
-------- --------
INDUSTRIAL REVENUE BONDS 12,950 12,950
-------- --------
DEFERRED INCOME TAXES 41,848 38,886
-------- --------
DEFERRED COMPENSATION 2,265 1,573
-------- --------
COMMON STOCKHOLDER'S EQUITY
Par value $.625 authorized 350,000,000 shares,
issued 88,636,089 55,398 55,398
Capital in excess of par value 44,860 43,147
Retained earnings 268,031 260,094
Less - common stock in treasury, 215,026
and 457,914 shares, respectively (2,513) (6,567)
Less - Restricted Stock Award and Equity
Incentive Award (16,596) (12,060)
-------- --------
Total common stockholders' equity 349,180 340,012
-------- --------
$933,336 $898,187
======== ========
</TABLE>
(See Accompanying Notes to Consolidated Financial Statements)
<PAGE>
<TABLE>
FLOWERS INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF INCOME
(000's Omitted Except Share Data)
For the 24 Weeks Ended
December 13, 1997 December 14, 1996
<S> <C> <C>
Sales $ 712,953 $ 704,000
Gain on sale of distributor notes receivable 0 43,244
Other income (expense) 3,243 (1,897)
---------- ----------
716,196 745,347
---------- ----------
Materials, supplies, labor and other manufacturing costs 374,783 398,806
Selling, delivery and administrative expenses 268,258 261,590
Depreciation and amortization 23,602 20,366
Interest 10,750 12,485
---------- ----------
677,393 693,247
---------- ----------
Income before income taxes 38,803 52,100
Federal and state income taxes 14,939 19,694
Net income (loss) from investment in unconsolidated affiliate 12,535 (195)
---------- ----------
Income before cumulative effect of a change in accounting
principle 36,399 32,211
Cumulative effect of a change in accounting principle, net
of tax benefit of $5,458 (8,842) 0
---------- ----------
Net income $ 27,557 $ 32,211
========== ==========
Income per common share before cumulative effect of a change
in accounting principle $ 0.42 $ 0.37
Cumulative effect of a change in accounting principle, net of tax (0.10) 0.00
========== ==========
Net income per common share $ 0.32 $ 0.37
========== ==========
Weighted average number of shares outstanding used in
calculation of net income per common share 87,686,892 86,723,616
Cash dividends paid per common share $ 0.2225 $ 0.2017
========== ==========
</TABLE>
(See Accompanying Notes to Consolidated Financial Statements)
<PAGE>
<TABLE>
FLOWERS INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF INCOME
(000's Omitted Except Share Data)
For the 12 Weeks Ended
December 13, 1997 December 14, 1996
<S> <C> <C>
Sales $ 404,566 $ 381,290
Other income 1,567 1,856
---------- ----------
406,133 383,146
---------- ----------
Materials, supplies, labor and other manufacturing costs 209,307 216,534
Selling, delivery and administrative expenses 156,093 132,078
Depreciation and amortization 11,852 10,321
Interest 5,442 5,038
---------- ----------
382,694 363,971
---------- ----------
Income before income taxes 23,439 19,175
Federal and state income taxes 8,947 7,248
Net income from investment in unconsolidated affiliate 7,378 336
---------- ----------
Income before cumulative effect of a change in accounting
principle 21,870 12,263
Cumulative effect of a change in accounting principle, net
of tax benefit of $5,458 (8,842) 0
---------- ----------
Net income $ 13,028 $ 12,263
========== ==========
Income per common share before cumulative effect of a change
in accounting principle $ 0.25 $ 0.14
Cumulative effect of a change in accounting principle, net of tax (0.10) 0.00
---------- ----------
Net income per common share $ 0.15 $ 0.14
========== ==========
Weighted average number of shares outstanding used in
calculation of net income per common share 87,790,409 86,922,033
Cash dividends paid per common share $ 0.1125 $ 0.1017
========== ==========
</TABLE>
(See Accompanying Notes to Consolidated Financial Statements)
<PAGE>
<TABLE>
FLOWERS INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(000's Omitted)
For the 24 Weeks Ended
December 13, 1997 December 14, 1996
<S> <C> <C>
Cash flows from operating activities:
Cash received from customers $672,619 $654,627
Interest received 255 561
Sale of distributor notes receivable 0 65,954
Other 2,535 2,306
-------- --------
Cash provided by operating activities 675,409 723,448
-------- --------
Cash paid to suppliers and employees 649,892 697,211
Interest paid 11,192 12,933
Income taxes paid 7,533 23,644
-------- --------
Cash disbursed from operating activities 668,617 733,788
Net cash flow provided by (used for) operating
activities (See Schedule 1) 6,792 (10,340)
-------- --------
Cash flows from investing activities:
Purchase of property, plant and equipment (29,624) (37,037)
Acquisition of businesses (7,931) 0
Decrease in divestiture receivables 2,399 577
Divestiture of business 0 200
Other 1,162 (2,269)
-------- --------
Net cash disbursed for investing activities (33,994) (38,529)
-------- --------
Cash flows from financing activities:
Dividends paid (19,619) (17,725)
Purchases of treasury stock (266) (146)
Increase in short-term notes payable 15,284 50,409
Increase in long-term notes payable 15,000 3,625
Payments of long-term notes payable (4,099) (7,361)
-------- --------
Net cash provided by financing activities 6,300 28,802
-------- --------
Net decrease in cash and cash equivalents $(20,902) $(20,067)
======== ========
</TABLE>
(See Accompanying Notes to Consolidated Financial Statements)
<PAGE>
<TABLE>
FLOWERS INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(000's Omitted)
For the 24 Weeks Ended
<S> <C> <C>
Schedule 1 December 13, 1997 December 14, 1996
Schedule reconciling net income to net cash flow from
operating activities:
Net income $ 27,557 $ 32,211
-------- --------
Noncash expenses, revenues, losses and gains included
in income:
Depreciation and amortization 23,602 20,366
Deferred income taxes 0 0
Cumulative effect of a change in accounting principle 8,842 0
Changes in assets and liabilities, net of acquisitions
and divestitures:
Increase in accounts receivable (37,758) (45,237)
Increase in inventories (1,580) (19,740)
Increase in prepaids (883) (1,396)
Decrease in accounts payable (1,534) (31,464)
Increase in accrued taxes and other liabilities 1,081 12,015
Equity in net (income) loss of unconsolidated affiliate (12,535) 195
Decrease in distributor notes receivable 0 65,954
Decrease in deferred distributor income 0 (43,244)
-------- --------
$ 6,792 $(10,340)
======== ========
Schedule 2
Schedule of noncash financing activities:
Common stock received in connections with the exercise of
employee stock options $ 272 $ 501
======== ========
Stock issued and held in escrow in connection with Restricted
Stock Awards $ 5,760 $ 94
======== ========
Exercise of Equity Incentive Awards $ 0 $ 2,365
======== ========
Stock released from acquisition escrow $ 0 $ 2,565
======== ========
Note receivable taken in divestiture of business $ 0 $ 1,311
======== ========
Stock issued for acquisition $ 0 $ 4,000
======== ========
</TABLE>
<PAGE>
FLOWERS INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. In the opinion of the Company, the accompanying
unaudited consolidated financial statements contain all
adjustments (consisting of only normal recurring
accruals) necessary to present fairly the financial
position as of December 13, 1997 and June 28, 1997, the
results of operations for the twelve and twenty-four
weeks ended December 13, 1997 and December 14, 1996 and
statement of cash flows for the twenty-four weeks ended
December 13, 1997 and December 14, 1996.
2. The results of operations for the twelve and
twenty-four week periods ended December 13, 1997 and
December 14, 1996, are not necessarily indicative of
the results to be expected for a full year.
3. Net Income Per Common Share - Net income per common
share is computed by dividing (a) net income by (b) the
average number of common shares outstanding, increased
by common equivalent shares (options and Restricted
Shares) determined using the treasury stock and if
converted methods.
4. 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 December 13, 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 December 13,
1997, no amounts were outstanding under this
arrangement.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources:
The Company's working capital increased $11,925,000 to
$40,987,000 at the end of the second quarter of fiscal
1998, with cash and cash equivalents decreasing to
$10,178,000 from $31,080,000 at June 28, 1997. The working
capital increase is due primarily to increased receivables
as a result of sales increases relating to the seasonality
of sales of Mrs. Smith's pies. The decrease in cash and
cash equivalents was primarily due to cash expended for
capital projects throughout the Company.
At the end of the second quarter of fiscal 1998, the Company
had a total of $132,000,000 borrowed under a five-year
$300,000,000 syndicated loan facility. Subsequent to
quarter-end, the Company paid $10,000,000 of the balance,
thus reducing the amount currently outstanding to
$122,000,000. Also, currently outstanding are $125,000,000
of long-term Senior Notes issued through a private placement
completed during fiscal 1996. The Company has in place
a $75,000,000 short-term Commercial Paper program to
finance frozen inventory. Borrowings outstanding under
this program at December 13, 1997 were $60,957,000.
Dividends paid per share increased 11% to $.1125 in the
second quarter of fiscal 1998 from $.1017 paid in the
second quarter of fiscal 1997.
Results of Operations:
Sales increased 1% to $712,953,000 in the first half of
fiscal 1998 as compared to $704,000,000 in the first half of
fiscal 1997. Acquisitions consummated subsequent to the
second quarter of fiscal 1997 contributed approximately
two-thirds of the increase, while a shift in product mix to
higher priced items was also a contributing factor in the
increase. Sales for the first half of fiscal 1998 were
adversely affected by approximately $7,000,000 from the
divestitures of two fresh bakery operations during fiscal
1997. Sales increased 6% to $404,566,000 in the second
quarter of fiscal 1998 as compared to $381,290,000 in the
second quarter of fiscal 1997. Acquisitions consummated
subsequent to the second quarter of fiscal 1997 contributed
approximately one-fourth of the increase, while a change in
promotional practices to enhance the profitability of the
Company's frozen retail dessert business contributed
approximately $12,000,000 of the increase.
Pre-tax income for the first half of fiscal 1998 decreased
26% to $38,803,000 from $52,100,000 in the first half of
fiscal 1997. This decrease is the result of $43,244,000 of
pre-tax income generated in the first quarter of fiscal 1997
relating to the sale of the Company's distributor notes
receivable. The sale of these notes was necessitated by the
Company's decision to settle claims by the Internal Revenue
Service (IRS) that the notes constituted current rather
than deferred income. The gain generated by the sale of the
notes was partially offset primarily by approximately
$19,000,000 of expenses relating to the IRS audit and the
write-down of certain idle facilities. Operationally,
income for the first half of fiscal 1998 was positively
impacted by improved raw material costs, particularly flour,
the Company's primary raw material, a shift in the Company's
product mix to focus on higher margin items and the
Company's continuing emphasis on cost controls. These same
positive factors resulted in an increase in pre-tax
income of 22% to $23,439,000 in the second quarter of fiscal
1998 from $19,175,000 in the second quarter of fiscal
1997.
<PAGE>
During the first half and second quarter of fiscal 1998, the
Company reported after tax profits of $12,535,000 and
$7,378,000, respectively as a result of its equity
investment in Keebler Foods Company.
On November 20, 1997, the Emerging Issues Task Force (EITF),
a subcommittee of the Financial Accounting Standards
Board, issued EITF 97-13, which requires the cost of
business process reengineering activities that are part
of an information systems development project be expensed as
those costs are incurred. Any unamortized costs that were
previously capitalized must be written off as a cumulative
adjustment in the quarter that includes November 20, 1997.
During the second quarter of fiscal 1998, the Company
recorded a cumulative after-tax charge of $8,842,000, or
$.10 per share, as a result of its adoption of this
pronouncement. These costs were attributable to a
state-of-the-art management information system, which is
being implemented at the Company's Mrs. Smith's Bakeries
locations.
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security
Holders
The Company's Annual Meeting of Shareholders was
held October 17, 1997 in Thomasville, Georgia for
the following purposes:
(1) To elect five (5) members to the Board of
Directors to serve for three years or until
their successor shall be elected and shall
have qualified:
For Withheld
Franklin L. Burke 74,241,223 884,322
G. A. Campbell 74,218,989 906,555
Robert P. Crozer 74,217,395 908,150
L. S. Flowers 74,176,241 949,303
Joseph L. Lanier, Jr. 74,238,847 886,698
(2) To amend the Second Restated Articles of
Incorporation to increase the number of
authorized shares of Common Stock from
100,000,000 to 350,000,000 shares:
For 55,716,308
Against 19,263,400
Abstain 145,835
(3) To ratify and approve an amendment to the
Company's Executive Stock Incentive Plan
(the "ESIP") providing for an increase in the
number of shares authorized to be issued
under the ESIP and other related matters:
For 46,434,042
Against 18,828,490
Abstain 922,487
Delivered Non-Voted 8,940,525
(4) To ratify and approve an amendment to the
Company's Annual Executive Bonus Plan (the
"Bonus Plan") providing for an increase in
the maximum performance bonus and other
related matters:
For 72,697,510
Against 1,532,697
Abstain 895,336
(5) To ratify and approve the Company's
Nonemployee Directors' Equity Plan providing
for the granting of stock options to
Directors:
For 64,246,538
Against 979,456
Abstain 959,023
Delivered Non-Voted 8,940,527
<PAGE>
Item 4. Submission of Matters to a Vote of Security
Holders (Cont'd)
(6) To consider and act upon a proposal to select
Price Waterhouse LLP as independent
accountants for the Company for fiscal year
1998:
For 74,962,261
Against 63,973
Abstain 99,311
Item 5. Other Information
In January 1996, the Company, Artal Luxembourg, S.A.
("Artal") and certain members of management of Keebler Foods
Company ("Keebler") formed INFLO Holdings to acquire Keebler.
Artal is a Belgian based private investment company. At the time
of the Keebler acquisition, additional shares and options to
acquire Keebler's common stock (the "Keebler Common Stock") were
issued to Keebler's management. In connection with Keebler's
acquisition of Sunshine Bakeries, Inc. ("Sunshine"), the former
owner of Sunshine, GF Industries, Inc. ("GFI") acquired shares of
Keebler common stock and warrants which were later transferred to
its parent, Bermore Ltd. ("Bermore").
Simultaneously with and conditioned upon the closing of an
initial public offering of shares of Keebler Common Stock, which
is expected to close in early February 1998 (the "Closing"), the
Company will purchase 9,581,169 shares of Keebler Common Stock
from Artal and 1,616,691 shares of Keebler Common Stock from
Bermore. Following the Closing and the purchase of Keebler Common
Stock from Artal and Bermore by the Company, it will own
approximately 55% of the outstanding Keebler Common Stock
(46,197,330). The price per share to be paid to Artal and
Bermore by the Company will be equal to 110% of the per share
"price to public" to be listed on the cover page of the Keebler
Prospectus for the Keebler initial public offering, without
giving effect to any underwriters' discounts or commissions (the
"IPO Price") plus 5% of the IPO Price (which 5% shall not exceed
$13,000,000 in the aggregate).
The sale of Keebler Common Stock by Artal to the Company
will be made pursuant to a stock purchase agreement to be
executed prior to the Closing by Artal, Keebler and the Company
(the "Artal Stock Purchase Agreement"), and the sale of Common
Stock by Bermore to the Company will be made pursuant to a stock
purchase and stockholders' agreement to be executed prior to the
Closing by Artal, Bermore, Keebler and the Company (the "Bermore
Stock Purchase Agreement"). Each of the Stockholders' Agreements
dated as of January 26, 1996 among Artal, Keebler and the
Company, and the GFI Stockholders' Agreement dated as of June 4,
1996 among Artal, GFI, Keebler and the Company will terminate and
be of no further effect upon the Closing (except for certain
indemnification and other obligations which by their terms
remain in effect after an offering of Keebler Common Stock
pursuant to such agrements).
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 11 - Computation of Earnings Per Common
Share. (Pages 14 and 15)
(b) Exhibit 27 - Financial Data Schedule. (Page 16)
(c) Reports on Form 8-K
No reports on Form 8-K were filed by the Company
for the second quarter ended December 13, 1997 or
during the period from the close of the second
quarter to the date of this report.
<PAGE>
Exhibit 11
<TABLE>
FLOWERS
INDUSTRIES, INC.
COMPUTATION OF NET
INCOME PER SHARE
(000's Omitted Except
Share Data)
For the 24 Weeks Ended
December 13, 1997 December 14, 1996
<S>
<C> <C>
Income before cumulative effect of a change in accounting
principles
$ 36,399 $ 32,211
Cumulative effect of a change in accounting principles,
net of tax benefit of $5,458
(8,842) 0
----------- ----------
Net income for net income per common share
$ 27,557 $ 32,211
========== ==========
Number of shares used in calculation of per common
share data:
Weighted average number of common shares outstanding
during the period
88,359,277 87,884,260
Add - Shares issuable upon exercise of employee stock
options based on quarter-end market price
459,908 441,335
Shares issuable upon award of restricted shares based on
quarter-end market price
(1,132,293) (1,601,979)
---------- ----------
Weighted average number of shares used in calculation
of net income per common share
87,686,892 86,723,616
========== ==========
Income before cumulative effect of a change in accounting
principles
$ 0.42 $ 0.37
Cumulative effect of a change in accounting principles,
net of tax
(0.10) 0.00
---------- -----------
Net income per common share
$ 0.32 $ 0.37
========== ===========
</TABLE>
(See Accompanying Notes to Consolidated Financial
Statements)
<PAGE>
Exhibit 11
<TABLE>
FLOWERS
INDUSTRIES, INC.
COMPUTATION OF NET
INCOME PER SHARE
(000's Omitted Except
Share Data)
For the 12 Weeks Ended
December 13, 1997 December 14, 1996
<S>
<C> <C>
Income before cumulative effect of a change in accounting
principles
$ 21,870 $ 12,263
Cumulative effect of a change in accounting principles, net
of tax benefit of $5,458
(8,842) 0
---------- ----------
Net income for net income per common share
$ 13,028 $ 12,263
========== ==========
Number of shares used in calculation of per common
share data:
Weighted average number of common shares outstanding
during the period
88,414,171 87,948,155
Add - Shares issuable upon exercise of employee stock
options based on quarter-end market price
480,893 457,531
Shares issuable upon award of restricted shares based
on quarter-end market price
(1,104,655) (1,483,653)
---------- ----------
Weighted average number of shares used in calculation
of net income per common share
87,790,409 86,922,033
========== ==========
Income before cumulative effect of a change in accounting
principles
$ 0.25 $ 0.14
Cumulative effect of a change in accounting principles,
net of tax
(0.10) 0.00
---------- ----------
Net income per common share
$ 0.15 $ 0.14
========== ==========
</TABLE>
(See Accompanying Notes to Consolidated Financial
Statements)
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly
authorized.
FLOWERS INDUSTRIES, INC.
/s/ Amos R. McMullian
By: Amos R. McMullian
Chairman of the Board
/s/ Jimmy M. Woodward
By: Jimmy M. Woodward
Treasurer and Chief
Accounting Officer
January 16, 1998
Date
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from the Flowers
Industries, Inc. Consolidated Statement of Income for the twelve
weeks and
twenty-four weeks ended December 13, 1997 and the Flowers
Industries, Inc.
Consolidated Balance Sheet at December 13, 1997 and is qualified
in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> YEAR 3-MOS
<FISCAL-YEAR-END> JUN-27-1998
JUN-27-1998
<PERIOD-START> JUN-29-1997
SEP-21-1997
<PERIOD-END> DEC-13-1997
DEC-13-1997
<CASH> 10,178
10,178
<SECURITIES> 0
0
<RECEIVABLES> 153,623
153,623
<ALLOWANCES> 0
0
<INVENTORY> 106,598
106,598
<CURRENT-ASSETS> 294,882
294,882
<PP&E> 760,778
760,778
<DEPRECIATION> 321,470
321,470
<TOTAL-ASSETS> 933,336
933,336
<CURRENT-LIABILITIES> 253,895
253,895
<BONDS> 0
0
0
0
0
0
<COMMON> 55,398
55,398
<OTHER-SE> 293,782
293,782
<TOTAL-LIABILITY-AND-EQUITY> 933,336
933,336
<SALES> 712,953
404,566
<TOTAL-REVENUES> 716,196
406,133
<CGS> 374,783
209,307
<TOTAL-COSTS> 677,393
382,694
<OTHER-EXPENSES> 0
0
<LOSS-PROVISION> 0
0
<INTEREST-EXPENSE> 10,750
5,442
<INCOME-PRETAX> 38,803
23,439
<INCOME-TAX> 14,939
8,947
<INCOME-CONTINUING> 0
0
<DISCONTINUED> 0
0
<EXTRAORDINARY> 0
0
<CHANGES> (8,842)
(8,842)
<NET-INCOME> 27,557
13,028
<EPS-PRIMARY> 0.32
0.15
<EPS-DILUTED> 0.32
0.15
</TABLE>
