<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D C 20549
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended April 24, 1999
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)
<TABLE>
<S> <C>
GEORGIA 58-0244940
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
</TABLE>
1919 FLOWERS CIRCLE, THOMASVILLE, GEORGIA
-----------------------------------------
(Address of principal executive offices)
31757
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(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 X 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
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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 MAY 28, 1999
------------------- ---------------------------
COMMON STOCK, $.625 PAR VALUE 99,998,784
<PAGE> 2
FLOWERS INDUSTRIES, INC.
INDEX
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<CAPTION>
Page Number
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<S> <C>
PART I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheet
April 24, 1999 and January 2, 1999 3
Consolidated Statement of Income
Sixteen Weeks Ended April 24, 1999
and April 25, 1998 4
Consolidated Statement of Cash Flows
Sixteen Weeks Ended April 24, 1999
and April 25, 1998 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 19
PART II. Other Information
Item 5. Other Information 20
Item 6. Exhibits and Reports on Form 8-K 21
</TABLE>
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<PAGE> 3
FLOWERS INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEET
(Amounts in Thousands, Except Share Data and Per Share Data)
<TABLE>
<CAPTION>
April 24, 1999 January 2, 1999
--------------- ---------------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 18,937 $ 56,965
Accounts and notes receivable, net 204,175 268,084
Inventories, net 268,924 297,593
Deferred income taxes 69,318 76,327
Other 98,626 84,276
----------- -----------
659,980 783,245
----------- -----------
Property, Plant and Equipment:
Land 38,825 39,149
Buildings 350,484 350,067
Machinery and equipment 814,670 816,495
Furniture, fixtures and transportation equipment 123,483 116,219
Construction in progress 161,858 96,288
----------- -----------
1,489,320 1,418,218
Less: accumulated depreciation (461,233) (430,516)
----------- -----------
1,028,087 987,702
----------- -----------
Other Assets 87,836 86,510
----------- -----------
Cost in Excess of Net Tangible Assets, net 996,488 1,003,443
----------- -----------
$ 2,772,391 $ 2,860,900
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Commercial paper $ 79,264 $ 74,870
Current maturities of long-term debt 51,299 120,479
Accounts payable 194,876 227,749
Facility closing costs and severance 21,764 23,670
Other accrued liabilities 295,396 314,270
----------- -----------
642,599 761,038
----------- -----------
Long-Term Debt 1,052,775 1,038,998
----------- -----------
Other Liabilities:
Deferred income taxes 174,726 182,244
Postretirement/postemployment obligations 64,038 63,754
Facility closing costs and severance 37,311 41,331
Other 58,571 52,915
----------- -----------
334,646 340,244
----------- -----------
Minority Interest 159,207 147,659
----------- -----------
Stockholders' Equity:
Common stock par value $.625, authorized
350,000,000 shares, issued 100,402,414 and
100,202,414 shares, respectively 62,752 62,627
Capital in excess of par value 275,137 274,255
Retained earnings 274,865 262,531
Common stock in treasury, 388,317 and
381,366 shares, respectively (6,928) (6,762)
Stock compensation related adjustments (22,662) (19,690)
----------- -----------
583,164 572,961
----------- -----------
$ 2,772,391 $ 2,860,900
=========== ===========
</TABLE>
(See Accompanying Notes to Consolidated Financial Statements)
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<PAGE> 4
FLOWERS INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF INCOME
(Amounts in Thousands, Except Per Share Data)
(Unaudited)
<TABLE>
<CAPTION>
For the 16 Weeks Ended
-----------------------------------------
April 24, 1999 April 25, 1998
-------------- --------------
<S> <C> <C>
Sales $ 1,304,513 $ 1,077,034
Materials, supplies, labor and other production costs 607,944 486,290
Selling, marketing and administrative expenses 561,294 500,571
Depreciation and amortization 40,451 34,196
----------- -----------
Income from operations 94,824 55,977
Interest expense, net 25,953 19,145
----------- -----------
Income before income taxes, minority interest and cumulative
effect of a change in accounting principle 68,871 36,832
Income taxes 29,384 15,486
----------- -----------
Income before minority interest and cumulative effect
of a change in accounting principle 39,487 21,346
Minority interest (14,652) (6,318)
----------- -----------
Income before cumulative effect of a change in
accounting principle 24,835 15,028
Cumulative effect of a change in accounting principle,
net of tax benefit 0 (3,131)
----------- -----------
Net income $ 24,835 $ 11,897
=========== ===========
Net Income Per Common Share:
Basic:
Income before cumulative effect of a change in
accounting principle $ 0.25 $ 0.17
Cumulative effect of a change in accounting principle,
net of tax benefit 0 (0.04)
----------- -----------
Net income per share $ 0.25 $ 0.13
=========== ===========
Weighted average shares outstanding 99,930 90,259
=========== ===========
Diluted:
Income before cumulative effect of a change in
accounting principle $ 0.25 $ 0.17
Cumulative effect of a change in accounting principle,
net of tax benefit 0 (0.04)
----------- -----------
Net income per share $ 0.25 $ 0.13
=========== ===========
Weighted average shares outstanding 100,317 90,727
=========== ===========
Cash Dividends Paid Per Common Share $ 0.1250 $ 0.1150
=========== ===========
</TABLE>
(See Accompanying Notes to Consolidated Financial Statements)
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<PAGE> 5
FLOWERS INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Amounts in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the 16 Weeks Ended
---------------------------------------
April 24, 1999 April 25, 1998
---------------- ---------------
<S> <C> <C>
Cash flows provided by operating activities:
Net income $ 24,835 $ 11,897
Adjustments to reconcile net income to net cash provided
by operating activities:
Minority interest 14,652 6,318
Depreciation and amortization 40,451 34,196
Deferred income taxes (509) (3,002)
Cumulative effect of a change in accounting principle 0 3,131
Other 7,082 5,469
Changes in assets and liabilities, net of acquisitions:
Accounts and notes receivable, net (10,091) (9,390)
Inventories, net 28,669 (34,396)
Other assets (12,653) 556
Accounts payable and other accrued liabilities (50,336) (3,678)
Income taxes payable 0 10,904
Facility closing costs and severance (6,071) (1,791)
-------- ---------
Net cash provided by operating activities 36,029 20,214
-------- ---------
Cash flows from investing activities:
Purchase of property, plant and equipment (68,626) (26,880)
Acquisition of majority interest in Keebler 0 (285,203)
Other 980 4,133
-------- ---------
Net cash disbursed for investing activities (67,646) (307,950)
-------- ---------
Cash flows from financing activities:
Dividends paid (12,501) (10,170)
Treasury stock purchases (12,862) (3,503)
Stock compensation and warrants exercised 1,333 20,157
Asset securitization proceeds 74,000 0
Increase in commercial paper 4,394 21,467
Net increase (decrease) in debt borrowings (60,775) 293,725
-------- ---------
Net cash provided by (disbursed for) financing activities: (6,411) 321,676
-------- ---------
Net increase (decrease) in cash and cash equivalents (38,028) 33,940
Cash and cash equivalents at beginning of period 56,965 3,866
-------- ---------
Cash and cash equivalents at end of period $ 18,937 $ 37,806
======== =========
Schedule of noncash investing and financing activities:
Stock compensation transactions $ 1,751 $ 8,638
======== =========
Stock issued for acquisition $ 0 $ 40,000
======== =========
Note payable issued for purchase of equipment $ 5,372 $ 0
======== =========
</TABLE>
(See Accompanying Notes to Consolidated Financial Statements)
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<PAGE> 6
FLOWERS INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
Definitions - As used in this filing, unless the context otherwise
indicates, (i) "FII" means Flowers Industries, Inc., the publicly traded
holding company, which owns all of the outstanding common stock of Flowers
Bakeries, Inc. ("Flowers Bakeries") and Mrs. Smith's Bakeries, Inc. ("Mrs.
Smith's Bakeries"), and owns a majority of the outstanding common stock of
Keebler Foods Company; (ii) "Keebler" means Keebler Foods Company and its
consolidated subsidiaries; (iii) "Flowers" means FII and its wholly owned
subsidiaries, Flowers Bakeries and Mrs. Smith's Bakeries, and their
respective subsidiaries, excluding Keebler, and (iv) the "Company" means
Flowers and its consolidated, majority-owned subsidiary, Keebler,
collectively.
Interim Financial Statements - The accompanying unaudited consolidated
financial statements of the Company have been prepared by the Company's
management in accordance with generally accepted accounting principles for
interim financial information and applicable rules and regulations of the
Securities Exchange Act of 1934. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for annual financial statements. The unaudited consolidated
financial statements included herein contain all adjustments (consisting of
only normal recurring accruals) necessary to present fairly the financial
position as of April 24, 1999 and January 2, 1999, and the results of
operations and statement of cash flows for the sixteen weeks ended April 24,
1999 and April 25, 1998. The results of operations for the sixteen week
periods ended April 24, 1999 and April 25, 1998, respectively, are not
necessarily indicative of the results to be expected for a full year. These
financial statements should be read in conjunction with the audited
consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the fiscal year ended January 2,
1999.
Reporting Periods - The Company's quarterly reporting periods for fiscal
1999 are as follows: first quarter ended April 24, 1999 (sixteen weeks),
second quarter ending July 17, 1999 (twelve weeks), third quarter ending
October 9, 1999 (twelve weeks) and fourth quarter ending January 1, 2000
(twelve weeks).
Reclassifications - The Company changed its method of presenting the
statement of cash flows from the direct method to the indirect method,
beginning with the second quarter of the prior fiscal year ended July 18,
1998. This and certain other reclassifications of prior period information
have been made to conform with the current period presentation.
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<PAGE> 7
2. INVENTORIES
<TABLE>
<CAPTION>
April 24, 1999 January 2, 1999
---------------- ----------------
(Amounts in Thousands)
<S> <C> <C>
Inventories, net
Raw materials $ 57,684 $ 54,739
Packaging materials 30,046 27,056
Finished goods 177,748 207,620
Other 3,446 8,178
-------------- ---------------
$ 268,924 $ 297,593
============== ===============
</TABLE>
3. NET INCOME PER COMMON SHARE
Basic net income per share is computed by dividing net income by weighted
average common shares outstanding for the period. Diluted net income per
share is computed by dividing net income by weighted average common and
common equivalent shares outstanding for the period. Common stock
equivalents consist of the incremental shares associated with the Company's
stock option plans, as determined under the treasury stock method. The
following table sets forth the computation of basic and diluted net income
per share (amounts in thousands):
<TABLE>
<CAPTION>
For the 16 Weeks Ended
--------------------------------
April 24, 1999 April 25, 1998
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<S> <C> <C>
Numerator:
Income before cumulative effect of a change in
accounting principle $ 24,835 $ 15,028
Cumulative effect of a change in accounting
principle, net of tax benefit 0 (3,131)
-------------- --------------
Net income $ 24,835 $ 11,897
============== ==============
Denominator:
Basic weighted average shares 99,930 90,259
Effect of dilutive securities:
Stock options 387 468
-------------- --------------
Diluted weighted average shares 100,317 90,727
============== ==============
</TABLE>
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<PAGE> 8
4. DERIVATIVE FINANCIAL INSTRUMENTS
The Company enters into forward purchase commitments and derivative
financial instruments in order to manage its exposure to commodity price and
interest rate risk, and does not use them for trading purposes. As of April
24, 1999, the Company had entered into various arrangements that allow the
Company to engage in commodity price and interest rate agreements based on
fixed and floating commodity prices and interest rates, respectively.
The Company's primary raw materials are flour, sugar, shortening, fruits and
dairy products. Amounts payable or receivable under the commodity agreements
which qualify as hedges are recognized as deferred gains or losses when the
positions are closed, and are charged or credited to cost of sales as the
related raw materials are used in production. For the sixteen weeks ended
April 24, 1999 and April 25, 1998, losses of $3.2 million and $1.0 million,
respectively, were recorded. The losses were substantially offset by
opposite movements in the cost of the underlying hedged item. Gains and
losses on agreements which do not qualify as hedges are marked to market and
recognized immediately as other income or expense, which is included in
sales. For the sixteen weeks ended April 24, 1999 and April 25, 1998, losses
of $.9 million and $.6 million, respectively, were recorded. At April 24,
1999, the Company had approximately $117.9 million of commitments
outstanding related to commodity derivative financial instruments.
Keebler uses interest rate swap agreements to effectively convert certain
fixed rate debt to a floating rate instrument and certain floating rate debt
to a fixed instrument. Amounts payable or receivable under the agreements,
calculated as the difference between the fixed and floating rates multiplied
by the notional amount, is recorded as an adjustment to interest expense, in
accordance with hedge accounting. At April 24, 1999, the notional amount of
interest rate swap agreements outstanding was $527.3 million.
5. SEGMENT REPORTING
The Company adopted Statement of Financial Accounting Standards ("SFAS") No.
131 - "Disclosures about Segments of an Enterprise and Related Information"
in fiscal 1998. This statement established new standards for the manner in
which companies report operating segment information, as well as disclosures
about products and services and major customers. As required by SFAS 131,
the Company has restated the prior period for comparability.
The Company has three reportable segments: Flowers Bakeries, Mrs. Smith's
Bakeries and Keebler. Flowers Bakeries produces fresh breads and rolls, Mrs.
Smith's Bakeries produces fresh and frozen baked desserts, snacks, breads
and rolls, and Keebler produces a full line of cookies and crackers. The
segments are managed as strategic business units due to their distinct
production processes and marketing strategies.
-8-
<PAGE> 9
The Company evaluates each segment's performance based on income from
operations (income or loss before interest and income taxes, excluding
FII's and other unallocated expenses and non-recurring charges).
Information regarding the operations in these reportable segments is as
follows (amounts in thousands):
<TABLE>
<CAPTION>
For the 16 Weeks Ended
--------------------------------
April 24, 1999 April 25, 1998
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<S> <C> <C>
Sales:
Flowers Bakeries $ 295,134 $ 285,958
Mrs. Smith's Bakeries 180,646 180,877
Keebler 852,033 636,746
FII (854) (550)
Eliminations (1) (22,446) (25,997)
----------- -----------
$ 1,304,513 $ 1,077,034
=========== ===========
Depreciation and Amortization:
Flowers Bakeries $ 9,664 $ 10,527
Mrs. Smith's Bakeries 5,216 5,405
Keebler 23,475 16,236
FII 2,096 2,028
----------- -----------
$ 40,451 $ 34,196
=========== ===========
Income from Operations:
Flowers Bakeries $ 20,512 $ 19,995
Mrs. Smith's Bakeries 10,872 10,056
Keebler 70,645 31,676
FII (7,205) (5,750)
----------- -----------
$ 94,824 $ 55,977
=========== ===========
</TABLE>
(1) Represents elimination of intersegment sales from Mrs. Smith's Bakeries
to Flowers Bakeries which are transferred at standard costs.
6. RECEIVABLES SECURITIZATION
On January 29, 1999, Keebler entered into a Receivables Purchase Agreement
("Agreement") to replace $75.0 million of debt held under a Bridge facility
allowing funds to be borrowed at a lower cost to Keebler. The accounting
for this Agreement is governed by SFAS No. 125 -- "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities."
Under the guidelines of SFAS 125, a special-purpose entity was created,
Keebler Funding Corporation, as a subsidiary of Keebler. All transactions
occurring under this Agreement occur through Keebler Funding Corporation
and are treated as a sale of accounts receivable and not as a debt
instrument. At April 24, 1999, a net $74.0 million of accounts receivable
have been sold at fair value.
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<PAGE> 10
7. NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133
-- "Accounting for Derivative Instruments and Hedging Activities." SFAS 133
establishes new rules for accounting for derivative instruments and hedging
activities. The statement requires that all derivatives be recognized as
either assets or liabilities in the balance sheet and that the instruments
be measured at fair value. The accounting for changes in the fair value of
a derivative depends on the intended use of the derivative and the
resulting designation. This standard is effective for the Company's fiscal
year 2001. The Company is currently assessing the effects SFAS 133 will
have on its financial position and results of operations.
8. SUBSEQUENT EVENT
As part of the continuing process of integrating President International,
Inc. into Keebler's operations, on May 14, 1999, Keebler announced the
decision to close its manufacturing facility in Sayreville, New Jersey due
to excess capacity within Keebler's 18-plant manufacturing network. As a
result, Keebler will record a non-recurring, pre-tax restructuring and
impairment charge to operating income of approximately $69.0 million in the
second quarter ending July 17, 1999. The non-recurring charge includes
approximately $23.0 million for cash costs for severance and other exit
costs from the Sayreville facility. The remaining $46.0 million are
non-cash charges for asset impairments related to the Sayreville closing,
including write-downs of property, plant and equipment at Sayreville,
equipment at other locations and a reduction of goodwill acquired in the
acquisition of Sunshine Biscuits, Inc. in June 1996. Approximately 650
employees will be terminated as a result of the closing of the Sayreville
facility, of which approximately 600 employees are represented by unions.
The exit activities will be substantially complete by the end of the third
quarter of 1999.
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<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources:
Net cash provided by operating activities for the sixteen weeks ended April 24,
1999 was $36.0 million. Positive net cash flow of $39.5 million was provided
from net income for the sixteen weeks. An increase in trade accounts receivable
due to the just-completed Girl Scout cookie sales, timing of payments of other
liabilities and payments of facility closing costs and severance negatively
impacted cash flows.
Net cash disbursed for investing activities for the sixteen weeks ended April
24, 1999 of $67.6 million primarily consisted of capital expenditures of $25.4
million at Flowers Bakeries, $20.3 million at Mrs. Smith's Bakeries and $22.9
million at Keebler. The capital expenditures were made principally to update and
enhance production and distribution facilities, as well as management
information systems.
For the sixteen weeks ended April 24, 1999 net cash of $6.4 million was used for
financing activities. This was primarily attributable to dividends paid by FII
and the purchase of treasury stock and debt payments by Keebler. An increase in
long-term debt at FII and the net proceeds of $74.0 million received from the
sale of accounts receivable under the Receivables Purchase Agreement at Keebler
as discussed in Note 6 of Notes to Consolidated Financial Statements partially
offset the cash outflows.
At April 24, 1999, cash and cash equivalents were $18.9 million. Long-term debt
was $1,052.8 million and current maturities of long-term debt were $130.6
million at April 24, 1999. Included in these amounts is debt of $544.1 million
attributable to Keebler; however, Flowers has not guaranteed such indebtedness
and it is to be repaid solely from the cash flows of Keebler. 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.
For the sixteen weeks ended April 24, 1999, dividends paid per share increased
9% to $.125 from $.115 paid for the comparable period in the prior year.
FII owns a majority of the outstanding stock of Keebler and therefore is
consolidating Keebler for financial reporting purposes. FII is limited in its
ability to access the cash flows of Keebler to support its other operations due
to the fact that Keebler is not wholly owned by FII and due to restrictions on
the payment of dividends in Keebler's existing credit facilities.
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<PAGE> 12
Results of Operations:
Results of operations, expressed as a percentage of sales, for the sixteen weeks
ended April 24, 1999 and April 25, 1998, respectively, are set forth below:
<TABLE>
<CAPTION>
For the 16 Weeks Ended
----------------------------------
April 24, 1999 April 25, 1998
-------------- ---------------
<S> <C> <C>
Sales 100.00% 100.00%
Gross margin 53.40 54.85
Selling, marketing and administrative expenses 43.03 46.48
Depreciation and amortization 3.10 3.18
Interest expense, net 1.99 1.77
Income before income taxes, minority interest and
cumulative effect of a change in accounting principle 5.28 3.42
Income taxes 2.25 1.44
Net income 1.90% 1.10%
</TABLE>
Sales. For the sixteen weeks ended April 24, 1999, sales were $1,304.5 million,
or 21% higher than sales for the comparable period in the prior year, which were
$1,077.0 million. Sales at Flowers Bakeries for the first quarter of fiscal 1999
were $295.1 million, an increase of 3% over sales of $285.9 million reported a
year ago. Product mix and pricing contributed 2% of the increase, while volume
increases contributed 1%. Sales at Mrs. Smith's Bakeries, including intersegment
sales to Flowers Bakeries, were relatively unchanged at $180.6 million for the
first quarter of fiscal 1999 as compared to $180.9 million for the comparable
period in the prior year, due to a decrease in intersegment sales of $3.6
million in the fresh retail sales category. Net outside sales at Mrs. Smith's
Bakeries for the first quarter of fiscal 1999 increased 2% to $158.2 million
from $154.9 million reported a year ago. This increase was primarily due to an
11% gain in the frozen retail, deli/bakery and foodservice categories, offset by
the loss of $6.2 million in co-pack and non-branded retail sales of fresh snack
products. Sales at Keebler for the first quarter of fiscal 1999 increased 34% to
$852.0 million from $636.7 million reported a year ago. The acquisition of
President International, Inc. ("President") in September of 1998 contributed
$194.7 million, or 31% of this increase, which includes the strong Girl Scout
cookie seasonal sales promotion that occurs during the first quarter of the
year.
Gross Margin. Gross margin for the first quarter of fiscal 1999 was $696.6
million, or 18% higher than the gross margin reported a year ago, which was
$590.7 million. As a percent of sales, gross margin was 53% of sales for the
first quarter of fiscal 1999, compared to 55% of sales for the first quarter of
fiscal 1998. Flowers Bakeries gross margin improved to 53% of sales for the
first quarter of fiscal 1999, compared to 52% of sales for the comparable period
in the prior year. Improved volume, pricing and production efficiencies
primarily contributed to this increase. Mrs. Smith's Bakeries gross margin for
the first quarter of fiscal 1999 was 38% of sales compared to 39% reported a
year ago. This decrease was due primarily to increased sales during the first
quarter of fiscal 1999 as compared to the same period a year ago of lower margin
items. Gross margin at Keebler declined to 55% of sales during the
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<PAGE> 13
first quarter of fiscal 1999 from 59% during the same period a year ago. This
decrease was due primarily to the inclusion of President, whose products carry a
higher cost structure, but was partially offset by increased productivity and
efficiencies at Keebler's manufacturing facilities, cost reduction programs and
lower ingredient and packaging costs.
Selling, Marketing and Administrative Expenses. During the first quarter of
fiscal 1999, selling, marketing and administrative expenses were $561.3 million,
or 43% of sales as compared to $500.6 million, or 46% of sales reported a year
ago. Selling, marketing and administrative expenses increased at Flowers
Bakeries primarily due to spending for its management information systems
implementation. Mrs. Smith's Bakeries' selling, marketing and administrative
expenses as a percent of sales remained relatively unchanged during the first
quarter of fiscal 1999 as compared to the same period a year ago. Keebler's
selling, marketing and administrative expenses as a percent of sales decreased
during the first quarter of fiscal 1999 as compared to the first quarter of
fiscal 1998. This decrease was due primarily to lower costs associated with the
Girl Scout cookie sales, a factor not present during fiscal 1998.
Depreciation and Amortization. Depreciation and amortization expense was $40.5
million for the first quarter of fiscal 1999, an increase of 18% over the
corresponding period in the prior year, which was $34.2 million. This increase
is due primarily to increased goodwill amortization and depreciation relating to
the purchase of President by Keebler and increased depreciation associated with
capital improvements, offset by the benefit of reduced depreciation resulting
from asset impairments recorded as part of the non-recurring charge in fiscal
1998.
Interest Expense. For the first quarter of fiscal 1999, interest expense was
$26.0 million, an increase of 36% over the corresponding period in the prior
year, which was $19.1 million. This increase is due primarily to interest on
borrowings incurred to finance the acquisition of President by Keebler.
Income Before Income Taxes. Income before income taxes was $68.9 million for the
first quarter of fiscal 1999, an increase of 87% over the $36.8 million reported
for the comparable period in the prior year. This increase is due primarily to
the acquisition of President by Keebler, increased sales and cost reduction
programs.
Income Taxes. For the first quarter of fiscal 1999, income taxes were $29.4
million, an increase of 90% over the comparable period in the prior year, which
were $15.5 million. This increase is due primarily to the increased pre-tax
income as discussed above. Additionally, the effective tax rate increased to
42.7% from 42.1% as a result of increased nondeductible goodwill amortization.
Net Income. Net income for the first quarter of fiscal 1999 was $24.8 million,
an increase of 108% over the $11.9 million reported a year ago. This increase is
due primarily to the items discussed above, as well as a negative cumulative
effect of a change in accounting principle of $3.1 million recorded in the first
quarter of fiscal 1998. This cumulative effect was recorded as a result of the
Company's early adoption of Statement of Position 98-5 -- "Reporting on the
Costs of Start-Up Activities."
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<PAGE> 14
Year 2000 Conversion:
The Company utilizes a number of computer software programs and operating
systems throughout its organization, including applications used in order
processing, shipping and receiving, accounts payable and receivable processing,
financial reporting and in various other administrative functions. The Company
recognizes the need to make every effort to ensure that its operations will not
be adversely impacted by applications and processing issues related to the
upcoming calendar year 2000 (the "Year 2000 Issue"). The Year 2000 Issue is the
result of computer programs that have been written to recognize two-digit,
rather than four-digit, date codes to define the applicable year. To the extent
that the Company's software applications contain source codes that are unable to
appropriately interpret a code using "00" as the upcoming year 2000 rather than
1900, the Company could experience system failures or miscalculations that could
disrupt operations and cause a temporary inability to process transactions, send
and process invoices or engage in similar normal business activities.
Based on its ongoing assessment of its systems, the Company has determined that
it will be required to modify or replace significant portions of its software so
that its computer systems will function properly with respect to dates in the
year 2000 and thereafter. The Company presently believes that with modifications
to its existing software and certain conversions to new software, the Year 2000
Issue will not present significant operational problems for its computer
systems. In addition, the Company's systems and operations are dependent, in
part, on interaction with systems operated or provided by vendors, customers or
other third parties, and the Company is currently surveying those parties about
their progress in identifying and addressing problems that their computer
systems may face in connection with the Year 2000 Issue. The Company believes
that it has little or no exposure for contingencies related to the Year 2000
Issue for the products it has sold.
The Company's plan to resolve the Year 2000 Issue (the "Plan") identifies
exposure with respect to the Company's three operating segments, Flowers
Bakeries, Mrs. Smith's Bakeries and Keebler, in three different areas:
information technology, operating equipment with embedded chips or software and
third-party vendors. In addition, the Plan involves the following four phases
for each of the potential exposure items: assessment, remediation, testing and
implementation. The discussion set forth below will present a current assessment
of these areas for each of the Company's operating segments.
Flowers Bakeries
With respect to information technology, Flowers Bakeries has completed its
assessment of this risk area. This assessment indicated that most of Flowers
Bakeries' significant information technology systems could be affected,
particularly the general ledger, billing, payables, inventory and ordering
systems. Flowers Bakeries has completed the remediation phase of its critical
systems. Flowers Bakeries has begun the testing and implementation phases. These
phases run concurrently for different systems. As of April 1999, Flowers
Bakeries has completed 75% of its testing. Completion of the testing phase for
all significant systems is expected by July 1999, with all remediation and
implementation of systems expected to be fully tested and operational by August
1999.
-14-
<PAGE> 15
Flowers Bakeries has also engaged a consultant (the "Consultant") to inventory
and assess all of its critical computer hardware. The inventory has been
completed and non-compliant systems will either be remediated or replaced. The
assessment of the operating equipment with embedded chips or software is 95%
complete as of April 1999. Flowers Bakeries has contracted with the Consultant
for the purposes of conducting the inventory and providing assistance with the
remediation effort. The expected completion date of remediation is July 1999.
Testing of this equipment is more difficult than the testing of information
technology systems; as a result, Flowers Bakeries has completed approximately
80% of the testing of remediation of its operating equipment. Once testing is
complete, the operating equipment should be compliant. Testing and
implementation of affected equipment is expected to be complete by August 1999.
The assessment of third-party vendors or customers and their exposure to the
Year 2000 Issue is 80% complete for systems that directly interface with Flowers
Bakeries as of April 1999. Flowers Bakeries expects to complete surveying all
third parties by August 1999. Flowers Bakeries expects to complete the testing
phase for systems interface work by August 1999. Flowers Bakeries has queried
its significant suppliers that do not share information systems with Flowers
Bakeries (external agents). To date, Flowers Bakeries is not aware of any
external agent with a Year 2000 Issue that would materially impact its results
of operations, liquidity or capital resources. However, Flowers Bakeries has no
means of ensuring that external agents will be Year 2000 compliant. The
inability of external agents to complete their Year 2000 resolution processing
in a timely fashion could materially impact Flowers Bakeries. The effect of
noncompliance by external agents is not determinable by Flowers Bakeries. As
Flowers Bakeries produces and distributes fresh baked products daily, detailed
contingency plans are being put in place in an effort to ensure Flowers Bakeries
is prepared to handle any possible interruptions to production and distribution,
which would be the most reasonable likely worst case scenario. These plans are
expected to be complete by August 1999.
In addition to the assessments discussed above, a different consulting firm is
reviewing the adequacy, completeness and feasibility of Flowers Bakeries'
programs to address the Year 2000 Issue. The consulting firm continues to
provide recommendations that Flowers Bakeries is constantly assessing regarding
improvements to its program and monitors Flowers Bakeries' execution of
remediation efforts.
Mrs. Smith's Bakeries
With respect to information technology, Mrs. Smith's Bakeries has completed its
assessment of this risk area. This assessment indicated that most of Mrs.
Smith's Bakeries' significant information technology systems would not be
affected. Mrs. Smith's Bakeries has recently completed a four-year project of
installing a new enterprise-wide information technology system. This system is
Year 2000 compliant and is responsible for running over 90% of the company's
business processes.
-15-
<PAGE> 16
Mrs. Smith's Bakeries has also engaged a consultant (the "Consultant") to
inventory and assess all of its critical computer hardware. The inventory has
been completed and non-compliant systems will either be remediated or replaced.
The assessment of the operating equipment with embedded chips or software has
been completed. Mrs. Smith's Bakeries has contracted with the Consultant for the
purposes of conducting the inventory and providing assistance with the
remediation effort. The expected completion date of remediation is August 1999.
Testing of this equipment is more difficult than the testing of information
technology systems; as a result, Mrs. Smith's Bakeries has completed
approximately 70% of the testing of remediation of its operating equipment.
Once testing is complete, the operating equipment should be compliant. Testing
and implementation of affected equipment is expected to be complete by August
1999.
The assessment of third-party vendors or customers and their exposure to the
Year 2000 Issue has been completed for both systems that directly interface with
Mrs. Smith's Bakeries and for all other material exposure. Mrs. Smith's Bakeries
completed surveying all third parties in January 1999. Mrs. Smith's Bakeries has
completed remediation efforts on the systems and is 60% complete with the
testing and implementation phases. Mrs. Smith's Bakeries expects to complete the
testing phase for systems interface work by June 1999. Mrs. Smith's Bakeries has
queried its significant suppliers that do not share information systems with
Mrs. Smith's Bakeries (external agents). To date, Mrs. Smith's Bakeries is not
aware of any external agent with a Year 2000 Issue that would materially impact
its results of operations, liquidity or capital resources. However, Mrs. Smith's
Bakeries has no means of ensuring that external agents will be Year 2000
compliant. The inability of external agents to complete their Year 2000
resolution processing in a timely fashion could materially impact Mrs. Smith's
Bakeries. The effect of noncompliance by external agents is not determinable by
Mrs. Smith's Bakeries. As Mrs. Smith's Bakeries produces and distributes fresh
and frozen baked products, detailed contingency plans are being put in place in
an effort to ensure Mrs. Smith's Bakeries is prepared to handle any possible
interruptions to production and distribution, which would be the most reasonable
likely worst case scenario. These plans are expected to be complete by August
1999.
Keebler
Keebler has completed a comprehensive review of its computer systems and
non-information technology systems to identify potential Year 2000 issues. As
Keebler has implemented the SAP R/3 Enterprise Wide Information Systems and
Manugistics software, both of which were developed/purchased as Year 2000
compliant, management does not anticipate that the impact of Year 2000 issues on
its business will be material. Additionally, secondary information systems,
which are not material to Keebler's ability to forecast, manufacture or deliver
product, have been reviewed and Year 2000 issues identified. Currently, Keebler
is in the process of correcting or upgrading these systems and intends to be
Year 2000 compliant on all critical systems before the end of the third quarter
of 1999. Keebler has submitted a comprehensive questionnaire to its material
vendors and suppliers in an effort to verify that they will be Year 2000
compliant and to identify any problem areas with these groups. Although the
results of the questionnaire indicated that material vendors and suppliers
intend to be Year 2000 compliant before the end of 1999, they were not able to
provide any assurances. Currently, Keebler is in the process of developing a
contingency plan to address any potential Year 2000 failures caused by a third
party. While
-16-
<PAGE> 17
there is no assurance that third parties will convert their systems in a timely
manner and that they will be compatible with Keebler's systems, management
believes these risks will be minimized due to the procedures related to third
parties discussed above and the development of a contingency plan.
Keebler completed a comprehensive review of President's computer systems and
non-information technology systems to identify potential Year 2000 issues for
this subsidiary. Many of the Year 2000 risks at President will be mitigated
through the implementation of the SAP R/3 Enterprise Wide Information Systems
and Manugistics software at the President facilities. Management expects this
implementation to be completed before the end of the third quarter of 1999.
Based on the progress made to date in assessing its Year 2000 issues and its
compliance with Year 2000 issues related to primary business information
systems, Keebler does not foresee significant risks associated with its Year
2000 compliance at this time. As the plan is to address any significant risks
associated with Year 2000 issues prior to being affected by them, a
comprehensive contingency plan has not been developed, however, if a significant
risk related to Year 2000 compliance or a delay in the anticipated timeline for
compliance occurs, one will be developed as deemed necessary at that time.
The information presented above sets forth the steps Keebler has taken to
address Year 2000 issues. Keebler does not expect compliance with Year 2000
issues or the most reasonable likely worst case scenario and related contingency
plan to have a material impact on its business, results of operations or
financial condition.
Summary
The Company is utilizing both internal and external resources to reprogram, or
replace, and test its software for Year 2000 modifications. The total cost of
the Plan is estimated at $6 to $7 million and is being funded through operating
cash flow and expensed as incurred. To date, the Company has expended
approximately $3.8 million in expenses related to the assessment of, and
preliminary efforts on, its Year 2000 modification projects, the development of
the plan for the purchase of new systems and system modifications.
The costs of the Plan and the time frame in which the Company believes it will
complete the Year 2000 modifications are based on management's best estimates,
which were derived utilizing numerous assumptions of future events, including
the continued availability of certain resources, third-party modification plans
and other factors. Specific factors that might result in additional costs or
time delays include, but are not limited to, the availability and cost of
personnel trained in this area, the ability to locate and correct all relevant
computer codes and similar uncertainties. Based upon the Company's current
estimates, the Company does not anticipate that the cost of compliance with the
Year 2000 Issue will be material to its business, financial condition or results
of operations; however, there can be no assurance that the Company's systems, or
those of its vendors, customers or other third parties, will be made Year 2000
compliant in a timely manner or that the impact of the failure to achieve such
compliance will not have a material adverse effect on the Company's business,
financial condition or results of operations.
Based on the progress the Company has made in addressing its Year 2000 issues
and the Company's compliance with the Year 2000 Issue on its primary business
information systems, the Company does not
-17-
<PAGE> 18
foresee significant risks associated with its Year 2000 compliance at this time.
However, contingency plans are being developed by Flowers Bakeries and Mrs.
Smith's Bakeries, as discussed above. With regard to Keebler, if a significant
risk related to Year 2000 compliance or a delay in the anticipated schedule for
compliance occurs, then Keebler will also develop contingency plans as deemed
necessary at that time.
The discussion of the Company's efforts and management's expectations relating
to Year 2000 compliance are forward-looking statements. Readers are cautioned
that forward-looking statements contained herein should be read in conjunction
with the Company's disclosures under the heading "Forward-Looking Statements"
set forth elsewhere herein.
Forward-Looking Statements:
Certain statements made herein are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 and are subject
to the safe harbor provisions of that Act. Such forward-looking statements
include, without limitation, the future availability and prices of raw
materials, the availability of capital on acceptable terms, the competitive
conditions in the baked foods industry, potential regulatory obligations, the
Company's strategies and other statements contained herein that are not
historical facts. Because such forward-looking statements involve risks and
uncertainties, there are important factors that could cause actual results to
differ materially from those expressed or implied by such forward-looking
statements, including, but not limited to, changes in general economic and
business conditions (including the baked foods markets), the Company's ability
to recover its raw material costs in the pricing of its products, the
availability of capital on acceptable terms, actions of competitors, the extent
to which the Company is able to develop new products and markets for its
products, the time required for such development, the level of demand for such
products, changes in the Company's business strategies and other factors
discussed herein.
-18-
<PAGE> 19
QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
In the normal course of business, the Company is exposed to commodity price and
interest rate risks, primarily related to the purchase of raw materials and
packaging supplies and changes in interest rates. The Company manages its
exposure to these risks through the use of various financial instruments, none
of which are entered into for trading purposes. The Company has established
policies and procedures governing the use of financial instruments, specifically
as it relates to the type and volume of financial instruments entered into.
Financial instruments can only be used to hedge an economic exposure, and
speculation is prohibited. The Company's accounting policy related to financial
instruments is further described in Note 4 of Notes to Consolidated Financial
Statements.
Commodity Price Risk
The Company enters into commodity future and option contracts and swap
agreements for wheat and, to a lesser extent, other commodities, in order to
provide a predictable and consistent commodity price, reducing the impact of
volatility in its raw material and packaging prices. A sensitivity analysis has
been prepared to estimate the Company's exposure to commodity price risk. Based
on the Company's derivative portfolio as of April 24, 1999, a hypothetical ten
percent adverse change in commodity prices under normal market conditions could
potentially have a $12.1 million effect on the fair value of the derivative
portfolio. The analysis disregards changes in the exposures inherent in the
underlying hedged item; however, the Company expects that any loss in fair value
of the portfolio would be substantially offset by increases in the fair value of
those hedged items.
Interest Rate Risk
The Company manages its exposure to interest rate risk primarily through the use
of a combination of fixed to floating rate debt, as well as interest rate swap
agreements, in order to reduce overall interest costs. Keebler has entered into
interest rate swap agreements on both its fixed and floating rate debt. A
sensitivity analysis was prepared as of January 2, 1999 to estimate the
Company's exposure to interest rate risk. As interest rates have not fluctuated
materially from year end and the composition of the Company's debt has not
materially changed since year end, the sensitivity analysis as of January 2,
1999 remains a valid estimate.
-19-
<PAGE> 20
PART II. OTHER INFORMATION
Item 5. Other Information - Information regarding each of the Company's
segments' operations for each quarter of fiscal 1998 is as follows (amounts in
thousands):
<TABLE>
<CAPTION>
FOR THE 16 FOR THE 52
WEEKS ENDED FOR THE 12 WEEKS ENDED WEEKS ENDED
----------- --------------------------------------------- -----------
APRIL 25, JULY 18, OCTOBER 10, JANUARY 2, JANUARY 2,
1998 1998 1998 1999 1999
----------- --------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Sales:
Flowers Bakeries $ 285,958 $ 225,870 $ 221,795 $ 216,247 $ 949,870
Mrs. Smith's Bakeries 180,877 137,091 156,350 198,503 672,821
Keebler 636,746 490,042 499,897 599,795 2,226,480
FII (550) 0 0 893 343
Eliminations (1) (25,997) (16,579) (15,258) (15,219) (73,053)
----------- --------- ----------- ----------- -----------
$ 1,077,034 $ 836,424 $ 862,784 $ 1,000,219 $ 3,776,461
=========== ========= =========== =========== ===========
Depreciation and Amortization:
Flowers Bakeries $ 10,527 $ 8,215 $ 7,989 $ 6,756 $ 33,487
Mrs. Smith's Bakeries 5,405 4,436 4,747 4,088 18,676
Keebler 16,236 15,313 14,934 22,642 69,125
FII 2,028 1,574 1,582 2,293 7,477
----------- --------- ----------- ----------- -----------
$ 34,196 $ 29,538 $ 29,252 $ 35,779 $ 128,765
=========== ========= =========== =========== ===========
Income from Operations:
Flowers Bakeries $ 19,995 $ 17,602 $ 15,987 $ 22,195 $ 75,779
Mrs. Smith's Bakeries 10,056 9,832 16,102 9,865 45,855
Keebler 31,676 38,180 57,251 72,784 199,891
FII (5,750) (5,380) (6,221) (3,472) (20,823)
Non-recurring charge (2) 0 0 (2,453) (65,860) (68,313)
----------- --------- ----------- ----------- -----------
$ 55,977 $ 60,234 $ 80,666 $ 35,512 $ 232,389
=========== ========= =========== =========== ===========
</TABLE>
(1) Represents elimination of intersegment sales from Mrs. Smith's Bakeries
to Flowers Bakeries which are transferred at standard costs.
(2) Represents asset impairments at Keebler of $2.5 million in the third
quarter of fiscal 1998 and a non-recurring charge for asset impairments
and restructuring costs in the fourth quarter of fiscal 1998 of $32.2
million, $32.3 million and $1.4 million for Flowers Bakeries, Mrs.
Smith's Bakeries and Keebler, respectively.
-20-
<PAGE> 21
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 - Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K - The Company has filed no reports on Form 8-K
from January 3, 1999 through the date of this filing.
-21-
<PAGE> 22
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
Vice President and
Chief Administrative Officer
Chief Accounting Officer
June 8, 1999
- ------------
Date
-22-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FLOWERS
INDUSTRIES, INC. CONSOLIDATED STATEMENT OF INCOME FOR THE SIXTEEN WEEKS ENDED
APRIL 24, 1999 AND THE FLOWERS INDUSTRIES, INC. CONSOLIDATED BALANCE SHEET AT
APRIL 24, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 4-MOS
<FISCAL-YEAR-END> JAN-1-2000
<PERIOD-START> JAN-3-1999
<PERIOD-END> APR-24-1999
<CASH> 18,937
<SECURITIES> 0
<RECEIVABLES> 212,307
<ALLOWANCES> 8,132
<INVENTORY> 268,924
<CURRENT-ASSETS> 659,980
<PP&E> 1,489,320
<DEPRECIATION> 461,233
<TOTAL-ASSETS> 2,772,391
<CURRENT-LIABILITIES> 642,599
<BONDS> 0
0
0
<COMMON> 62,752
<OTHER-SE> 520,412
<TOTAL-LIABILITY-AND-EQUITY> 2,772,391
<SALES> 1,304,513
<TOTAL-REVENUES> 1,304,513
<CGS> 607,944
<TOTAL-COSTS> 1,209,689
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 25,953
<INCOME-PRETAX> 68,871
<INCOME-TAX> 29,384
<INCOME-CONTINUING> 24,835
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 24,835
<EPS-BASIC> .25
<EPS-DILUTED> .25
</TABLE>
