10-K 1 flo-10k_20181229.htm 10-K flo-10k_20181229.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 29, 2018

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 1-16247

 

FLOWERS FOODS, INC.

(Exact name of registrant as specified in its charter)

 

 

Georgia

58-2582379

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

 

 

1919 Flowers Circle

Thomasville, Georgia

31757

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code:

(229) 226-9110

Securities registered pursuant to Section 12(b) of the Act:

 

 

Title of Each Class

 

 

 

Name of Each Exchange

on Which Registered

 

Common Stock, $0.01 par value

 

New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act:

None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes      No  

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes      No  

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      No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 232.405 of this chapter) 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.    

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

 

 

 

 

Non-accelerated filer

  

Smaller reporting company

 

 

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

Based on the closing sales price on the New York Stock Exchange on July 14, 2018 the aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant was $4,114,124,280.

On February 14, 2019, the number of shares outstanding of the registrant’s Common Stock, $0.01 par value, was 210,900,500.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement for the 2019 Annual Meeting of Shareholders to be held May 23, 2019, which is expected to be filed with the Securities and Exchange Commission on or about April 9, 2019, have been incorporated by reference into Part III, Items 10, 11, 12, 13 and 14 of this Annual Report on Form 10-K.

 

 

 

 

 


 

FORM 10-K REPORT

TABLE OF CONTENTS

 

 

 

Page

 

PART I

 

Item 1.

Business

4

Item 1A.

Risk Factors

14

Item 1B.

Unresolved Staff Comments

20

Item 2.

Properties

21

Item 3.

Legal Proceedings

21

Item 4.

Mine Safety Disclosures

21

 

 

 

 

PART II

 

Item 5.

Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

22

Item 6.

Selected Financial Data

24

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

25

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

49

Item 8.

Financial Statements and Supplementary Data

50

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

50

Item 9A.

Controls and Procedures

50

Item 9B.

Other Information

50

 

 

 

 

PART III

 

Item 10.

Directors, Executive Officers and Corporate Governance

51

Item 11.

Executive Compensation

51

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

51

Item 13.

Certain Relationships and Related Transactions, and Director Independence

51

Item 14.

Principal Accounting Fees and Services

51

 

 

 

 

PART IV

 

Item 15.

Exhibits and Financial Statement Schedules

52

Item 16.

Form 10-K Summary

55

 

Signatures

56

 

1


 

Forward-Looking Statements

Statements contained in this filing and certain other written or oral statements made from time to time by Flowers Foods, Inc. (the “company”, “Flowers Foods”, “Flowers”, “us”, “we”, or “our”) and its representatives that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to current expectations regarding our future financial condition and results of operations and are often identified by the use of words and phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “will,” “would,” “is likely to,” “is expected to” or “will continue,” or the negative of these terms or other comparable terminology. These forward-looking statements are based upon assumptions we believe are reasonable.

Forward-looking statements are based on current information and are subject to risks and uncertainties that could cause our actual results to differ materially from those projected. Certain factors that may cause actual results, performance, liquidity, and achievements to differ materially from those projected are discussed in this Annual Report on Form 10-K (the “Form 10-K”) and may include, but are not limited to:

 

unexpected changes in any of the following: (i) general economic and business conditions; (ii) the competitive setting in which we operate, including advertising or promotional strategies by us or our competitors, as well as changes in consumer demand; (iii) interest rates and other terms available to us on our borrowings; (iv) energy and raw materials costs and availability and hedging counter-party risks; (v) relationships with or increased costs related to our employees and third-party service providers; and (vi) laws and regulations (including environmental and health-related issues), accounting standards or tax rates in the markets in which we operate;

 

the loss or financial instability of any significant customer(s), including as a result of product recalls or safety concerns related to our products;

 

changes in consumer behavior, trends and preferences, including health and whole grain trends, and the movement toward more inexpensive store-branded products;

 

the level of success we achieve in developing and introducing new products and entering new markets;

 

our ability to implement new technology and customer requirements as required;

 

our ability to operate existing, and any new, manufacturing lines according to schedule;

 

our ability to execute our business strategies, including those strategies we have initiated under Project Centennial, which may involve, among other things, (i) the integration of acquisitions or the acquisition or disposition of assets at presently targeted values, (ii) the deployment of new systems and technology, and (iii) an enhanced organizational structure;

 

consolidation within the baking industry and related industries;

 

changes in pricing, customer and consumer reaction to pricing actions, and the pricing environment among competitors within the industry;

 

disruptions in our direct-store-delivery distribution model, including litigation or an adverse ruling by a court or regulatory or governmental body that could affect the independent contractor classifications of the independent distributors;

 

increasing legal complexity and legal proceedings that we are or may become subject to;

 

increases in employee and employee-related costs, including funding of pension plans;

 

the credit, business, and legal risks associated with independent distributors and customers, which operate in the highly competitive retail food and foodservice industries;

 

any business disruptions due to political instability, armed hostilities, incidents of terrorism, natural disasters, labor strikes or work stoppages, technological breakdowns, product contamination, product recalls or safety concerns related to our products, or the responses to or repercussions from any of these or similar events or conditions and our ability to insure against such events;

 

the failure of our information technology systems to perform adequately, including any interruptions, intrusions or security breaches of such systems; and

 

regulation and legislation related to climate change that could affect our ability to procure our commodity needs or that necessitate additional unplanned capital expenditures.

2


 

The foregoing list of important factors does not include all such factors, nor necessarily present them in order of importance. In addition, you should consult other disclosures made by the company (such as in our other filings with the Securities and Exchange Commission (“SEC”) or in company press releases) for other factors that may cause actual results to differ materially from those projected by the company. Refer to Part I, Item 1A., Risk Factors, of this Form 10-K for additional information regarding factors that could affect the company’s results of operations, financial condition and liquidity.

We caution you not to place undue reliance on forward-looking statements, as they speak only as of the date made and are inherently uncertain. The company undertakes no obligation to publicly revise or update such statements, except as required by law. You are advised, however, to consult any further public disclosures by the company (such as in our filings with the SEC or in company press releases) on related subjects.

We own or have rights to trademarks or trade names that we use in connection with the operation of our business, including our corporate names, logos and website names. In addition, we own or have the rights to copyrights, trade secrets and other proprietary rights that protect the content of our products and the formulations for such products. Solely for convenience, some of the trademarks, trade names and copyrights referred to in this Form 10-K are listed without the ©, ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our trademarks, trade names and copyrights.

3


 

PART I

Item 1.

Business

The Company

Flowers Foods, Inc. (references to “we,” “our,” “us,” the “company,” “Flowers” or “Flowers Foods” ) was founded in 1919 as a Georgia corporation when two brothers — William Howard and Joseph Hampton Flowers — opened Flowers Baking Company in Thomasville, Georgia. Flowers’ operating strategy from the beginning was to invest in efficient and technologically advanced bakeries, offer excellent baked foods, build strong brands, provide extraordinary service to customers, offer a workplace that fosters a team spirit, develop innovations to improve the business, and grow through strategic acquisitions.

Flowers is focused on opportunities for growth within the baked foods category and seeks to have its products available wherever bakery foods are sold or consumed — whether in homes, supermarkets, convenience stores, restaurants, fast food outlets, institutions, or vending machines. The company produces a wide range of breads, buns, rolls, snack cakes, and tortillas.  

Project Centennial

In June 2016, the company launched Project Centennial, an enterprise-wide business and operational review to evaluate opportunities to streamline our operations, drive efficiencies, and invest in strategic capabilities that we believe will strengthen our competitive position and drive profitable revenue growth. Based upon the results of this review, Flowers has begun executing on four primary strategic initiatives:

 

reinvigorate the core business – invest in the growth and innovation of our core brands, streamline our brand and product portfolio, improve trade promotion management, and strengthen our partnership with distributors so they can grow their businesses;

 

capitalize on product adjacencies – greater focus on growing segments of the bakery category, such as foodservice, in-store bakery, impulse items, and healthy snacking;

 

reduce costs to fuel growth – reduce complexity and better leverage scale to lower costs; and

 

develop leading capabilities – invest in capabilities to become a more centralized and analytics-focused company.

The company implemented a plan to transition to these primary strategies beginning in fiscal 2017, with the transition intended to be completed by fiscal 2021. By executing on Project Centennial, the company expects to deliver on its stated long-term goals of sales growth in the range of 2% to 4% and EBITDA margins in the range of 12% to 14%.  The company defines EBITDA as earnings from continuing operations before interest, income taxes, depreciation and amortization, and other items that impact comparability.

In fiscal 2019 and beyond, Flowers expects to fully realize the benefits of a lower-cost operating model, stronger brand architecture, and increased strategic investments. These benefits are expected to drive sales growth and EBITDA margins to the upper end of our stated long-term goals discussed above.

During fiscal 2016, we completed the diagnostic phase of Project Centennial, which identified the aforementioned four strategic initiatives and outlined the timeline and financial targets described above.

During fiscal 2017, the company began the implementation phase of Project Centennial, and made significant progress on several initiatives, including  streamlining our brand assortment in key retail categories, reducing spend on purchased goods and services, closing a Warehouse Segment snack cake plant, hiring a chief marketing officer, completing the VSIP and other workforce reductions, and beginning to transition to the company’s new organization structure, which establishes two business units (“BUs”), Fresh Packaged Bread and Snacking/Specialty, and realigns key leadership roles.

In fiscal 2018, we continued to execute on key strategic initiatives, including the following accomplishments during the year:

 

Realized continued growth from new product introductions: Nature’s Own Perfectly Crafted breads, a line of artisan-inspired, thick-sliced bakery breads, and Dave’s Killer Bread bagels and English muffins.

 

Acquired Canyon Bakehouse, LLC (“Canyon”), a privately held, leading producer of gluten-free bakery foods.

 

Conducted a foundational consumer research study to inform and accelerate product innovation and engaged a leading consumer-focused advertising agency.

4


 

 

Appointed a chief operating officer to enhance execution and accountability.

 

Refined its organizational structure to better align operating functions.

 

Activated a trade promotion management system to increase promotional effectiveness, enhance price realizations, and improve profitability.

 

Realized total gross savings above the upper end of the $38-million to $48-million target for fiscal 2018, primarily through a more efficient organizational structure and reduced spending on purchased goods and services.

 

Added a high-speed bun line to a Pennsylvania bakery and closed an inefficient bakery in Vermont.

 

Implemented working capital policies that improved the cash conversion cycle and generated incremental cash flow.

During 2018, the company continued to transition to an enhanced organizational structure announced in the second quarter of 2017.  The new organizational structure is designed to emphasize brand growth and innovation in line with a national branded food company, drive enhanced accountability, reduce costs, strengthen long-term strategy and provide greater focus on the strategic initiatives under Project Centennial.  The company anticipates full implementation to be completed at the beginning of fiscal 2019. The company continues to manage the business and report segment information based on our current segments, the DSD Segment and the Warehouse Segment.

The new organizational structure establishes two BUs, Fresh Packaged Bread and Snacking/Specialty, and realigns key leadership roles. The new structure also provides for centralized marketing, sales, supply chain, shared-services/administrative, and corporate strategy functions.  On July 2, 2018, the company announced the creation of the COO position.  This role is responsible for executing the company’s strategies under Project Centennial, as well as, overseeing the BUs, supply chain, sales, corporate strategy and ventures, and communications.  We continue to explore additional opportunities to streamline our core operations, but as of December 29, 2018, we cannot estimate the costs to be incurred related to these initiatives.  

The company previously announced in the third quarter of 2017 a voluntary employee separation incentive plan (the “VSIP”) as part of its effort to restructure, streamline operations, and better position the company for profitable growth.  Costs associated with the VSIP were recorded in the company’s results of operations during the third quarter of fiscal 2017 and the VSIP was substantially completed as of the end of fiscal 2017.  Payments of $24.2 million for the VSIP were paid during fiscal 2018.

In the third quarter of fiscal 2017, the company provided targets for gross cost savings associated with the primary cost savings programs under Project Centennial: the above-mentioned initiative to reduce spending on purchased goods and services, a supply chain optimization plan, and the new organizational structure described above.  By the end of fiscal 2018, the company targeted cumulative gross cost savings under these three programs of $70 million to $80 million, of which approximately $32 million was realized in fiscal 2017 and in excess of $48 million was realized in fiscal 2018.

Segments

We currently manage our business by product delivery method.  Our two operating segments reflect our two distinct methods of delivering products to the market:  

Direct-Store-Delivery Segment (the “DSD Segment”)

 

Produces fresh breads, buns, rolls, tortillas and snack cakes sold primarily by a network of independent distributors to retail and foodservice customers in the following areas of the U.S.: East, South, Southwest, West Coast, and select markets in the Midwest, Nevada, and Colorado.

 

Has a 39-bakery network with a highly developed reciprocal baking system (where bakeries can produce for its market and that of other bakeries within the direct-store-delivery (“DSD” network), which results in long and efficient production runs.

 

Major DSD Segment brands include Nature’s Own, Dave’s Killer Bread, Tastykake, Wonder, and Cobblestone Bread Company.

5


 

Warehouse Delivery Segment (the “Warehouse Segment”)

 

Produces fresh snack cakes and frozen breads and rolls.

 

Delivers its products fresh or frozen to customers’ warehouses nationwide via contract carriers.

 

Major brands include Mrs. Freshley’s, Alpine Valley Bread, and European Bakers.

The table below presents the sales, percent of total sales, and the number of plants by each segment:

 

Segment

 

Sales

 

 

Percent of total sales

 

 

Plants

DSD Segment

 

$

3,340,047

 

 

 

85

%

 

39

Warehouse Segment

 

$

611,805

 

 

 

15

%

 

8

Consolidated

 

$

3,951,852

 

 

 

100

%

 

47

See Note 25, Segment Reporting, of Notes to Consolidated Financial Statements of this Form 10-K for more detailed financial information about our segments.  Our brands are among the best known in the baking industry. Many of our DSD Segment’s brands have a major presence in the product categories in which they compete. They have a leading share of fresh packaged branded sales measured in both dollars and units in the major metropolitan areas we serve in Southern markets.

On May 3, 2017, the company announced, as part of Project Centennial, an enhanced organizational structure designed to provide greater focus on the company’s strategic objectives, emphasize brand growth and innovation in line with a national branded food company, drive enhanced accountability, reduce costs, and strengthen long-term strategy.  The new structure also provides for centralized marketing, sales, supply chain, shared-services/administrative, and corporate strategy functions, each with clearly defined roles and responsibilities.  The transition to the new structure will be completed early in fiscal 2019.  Management will continue to review financial information for the DSD Segment and Warehouse Segment until the new organizational structure is fully implemented.  Based on the preliminary segment reporting analysis, we expect changes to the organization structure to have a significant impact on our segment reporting. We expect to complete our segment reporting analysis in the first quarter of fiscal 2019.    

Operating Strategies

Flowers Foods has focused on developing and refining operating strategies to create competitive advantages in the marketplace. We believe these operating strategies help us achieve our long-term objectives and work to build value for our shareholders. Put simply, our strategies are to:

 

Grow Sales.    We develop new and core markets through new customers, new products, strong brands, and acquisitions. We have a three-pronged strategy for growing sales through market expansions, core markets, and acquisitions.

 

Invest Wisely.    We use technology and efficiencies to be the low-cost producer of delicious bakery foods. We invest to improve the effectiveness of our bakeries, distribution networks, and information systems.

 

Bake Smart.    We innovate to improve processes, enhance quality, reduce costs, and conserve resources.

 

Give Extraordinary Service.    We go beyond the expected to meet our customers’ needs.

 

Appreciate the Team.    We respect every individual, embrace diversity, and promote the career growth of our team members.

Strengths and core competencies

 

Seasoned Team – Executive management team with an average of more than 20 years of baking industry experience

 

Strong Brands – More than $3.3 billion at retail in total branded retail sales, including vending

 

Geographic Reach – Fresh products available to more than 85% of the U.S. population; frozen products available nationally

 

Strong Financial Position – Driven by solid cash flows

6


 

We aim to achieve consistent and sustainable growth in sales and earnings by focusing on improvements in the operating results of our existing bakeries and, after detailed analysis, acquiring companies and properties that add value to the company. We believe this strategy has resulted in consistent and sustainable growth that builds value for our shareholders.

We regularly articulate our core business strategies to the investment community and internally to our team members, including long-term (five-year) goals. Compensation and bonus programs are linked to the company’s short and long-term goals. The majority of our employees participate in an annual formula-driven, performance-based cash bonus program. In addition, certain employees participate in a long-term incentive program that includes grants of various types of common stock awards. We believe these incentive programs provide both a short and long-term goal for our most senior management team and aligns their interests with those of our shareholders.

Grow Sales

This strategy encompasses specific efforts for growth through acquisitions, market expansions, product innovation, and core markets.  As a leading U.S. baker, our products are available to consumers through traditional supermarkets, foodservice distributors, convenience stores, mass merchandisers, club stores, wholesalers, casual dining and quick-serve restaurants, schools, hospitals, dollar stores, and vending machines. To enhance our ability to grow sales, we develop bakery foods that meet changing consumer needs and preferences using market research and the strength of our well-established brands. We maintain and strengthen our brands in both existing and new markets by focusing on consistent product quality, a broad and diverse product line, and exceptional customer service. We expand our geographic reach through strategic acquisitions and by expanding the market reach of our existing bakeries. We believe our growth strategy has been successful, as evidenced by our sales compound average annual growth rate of 1.1% over the last five years.

Acquisitions

Acquisitions have been an important component of our growth strategy. Since our initial public offering in 1968, we have made more than 100 acquisitions. Since 2003, we have completed 17 acquisitions that, in the aggregate, added approximately $2.1 billion in annual revenue. Our primary acquisition targets have historically been independent/regional baking companies in areas of the country where our fresh products have not had access to those markets. See Note 11, Acquisition, of Notes to Consolidated Financial Statements of this Form 10-K for more details of each of the acquisitions described below.

Canyon Bakehouse Acquisition (2018)

On December 14, 2018, the company completed the acquisition of Canyon.  Prior to acquisition, almost 90% of Canyon’s sales were distributed frozen through natural, specialty, grocery, and mass retailers around the country.  The company intends to continue distributing Canyon’s gluten-free products frozen through our Warehouse Segment and expand fresh distribution through our DSD Segment.  This results in Canyon being included in both segments for financial reporting purposes.

Core Markets

Core markets are those served by our DSD Segment for more than five years. These are markets where our brands are established. Our primary growth strategy for core markets is to increase brand relevance. We strive to develop innovative, new products for both retail and foodservice customers that will drive excitement and consumers to our brands and products. In addition, in conjunction with the independent distributors, we focus on continually building relationships with both new and potential retail and foodservice customers, which helps grow sales.

Expansion Markets

Expansion markets are defined as new DSD Segment markets entered within the last five fiscal years. In 2011, we announced a DSD market expansion goal to serve a geographical area reaching at least 75% of the U.S. population by 2016. At the end of fiscal 2016, we had exceeded that goal and currently serve more than 85% of the U.S. population.  

Our market expansion efforts are driven by our bakery subsidiaries.  They accomplish this by reaching out to new and existing retail and foodservice customers in the new territory and expanding the DSD model by creating new territories and new independent distributor partnerships.

7


 

Invest Wisely and Bake Smart

Throughout our history, we have devoted significant resources to automate our bakeries and improve our distribution capabilities. We believe these investments have made us one of the most efficient, low-cost producers of packaged bakery products in the United States. We believe our capital investments yield valuable long-term benefits, such as more consistent product quality and greater production volume at a lower cost per unit.

From 2014 through 2018, we invested $450.9 million in capital projects. We believe our annual capital investments have given us a competitive edge and we are committed to maintaining that advantage by investing in new technologies and improved processes.

We have established a reciprocal baking system that allows us to shift production among our DSD Segment bakeries. Because of this system, we have the flexibility to meet changing market needs, can respond effectively to hurricanes and other wide-spread natural disasters, and be a low-cost producer and marketer of a full line of bakery products both regionally and nationally. For efficient movement of products from bakery to market, we use company-owned and leased warehouses and distribution centers.

We believe our company also invests wisely and bakes smart by:

 

Engaging in research and development to increase brand relevance, improve the quality of existing products, and improve production processes and techniques.

 

Developing and evaluating new processing techniques for both current and proposed product lines.

 

Improving the efficiency and accuracy of our shipping logistics.  We have been installing a paperless, user-directed automated shipping system at our bakeries that uses barcode labels, displays, and door scanners. The system streamlines the finished goods product flow, provides for greater accountability of finished goods received and shipped, improves order fulfillment, and minimizes shortage costs. At the end of fiscal 2018, we had installed this automated shipping system in the majority of our bakeries. We will continue to implement the system throughout the remainder of fiscal 2019 and intend to have it fully implemented by fiscal 2020.

Give Extraordinary Service

When it comes to our retail and foodservice partnerships, our strategy is simple: Go beyond the expected. Our bakery, sales, and national account teams forge strong business relationships built on providing the best quality products at the best price when and where our customers need them. Focusing on extraordinary service helps grow sales in both core and new markets. Also critical to this strategy within our DSD Segment is the professionalism and service provided by the independent distributors who provide daily customer service and build strong retail and foodservice relationships.

Appreciate the Team

We strive to treat all our team members and associates with respect and dignity and work to maintain good relationships and open communication. We are committed to equal employment opportunities and operating our facilities under all federal and state employment laws and regulations. In addition, our subsidiaries provide:

 

fair and equitable compensation and a balanced program of benefits;

 

working conditions that promote employees’ health and safety;

 

training opportunities that encourage professional development; and

 

ways for team members to discuss concerns through an open door policy, peer review program, and anonymous toll-free hotline.

We employ approximately 9,200 people. Approximately 1,100 of these employees are covered by collective bargaining agreements.

8


 

Brands & Products

The company reports sales (consolidated and by segment) as branded retail, store branded retail, or non-retail and other.  The non-retail and other category includes foodservice, restaurant, institutional, vending, thrift stores, and contract manufacturing.  The table below presents our major brands and the geographic locations in the U.S. in which our products are available:

 

Brand

 

Availability

Nature's Own, Wonder, Cobblestone Bread Co., Daveʼs Killer Bread

 

East, South, Southwest, West Coast, and select markets in the Midwest, Nevada, and Colorado

Tastykake

 

Northeast, South, Southern Midwest, Southwest, and select markets in California

Whitewheat, Betsy Ross, Butterkrust, Captain John Derst's, Home Pride, Dandee, Aunt Hattieʼs, Bunny, Butternut, Country Kitchen, Evangeline Maid, Holsum, Merita, Sunbeam, Natural Grains, and Sara Lee (California)

 

Available in select regional markets across the country

Alpine Valley Breads, Canyon Bakehouse

 

Nationally, in select markets

Barowskyʼs Organics

 

New England

Mrs. Freshleyʼs

 

Nationally, in select markets

Mi Casa

 

Nationally, in select markets

Brand Highlights

 

Nature’s Own, including Whitewheat, is the best-selling loaf bread in the U.S., and its compound annual growth rate in retail sales since 2000 has been 8.0%. The Nature’s Own sales, at retail, surpassed $1.0 billion during fiscal 2018.

 

Nature’s Own Honey Wheat is the number one selling fresh packaged bread Universal Product Code (“UPC”) in the U.S. Nature’s Own had two of the top three UPC’s in the Fresh Packaged Bread category during fiscal 2018 (source: IRI Total US MultiOutlet+C-Store L52 Weeks Ending 12/30/18).

 

Dave’s Killer Bread is the #1 selling organic brand in the U.S. and the company’s #2 brand, with the top selling organic brand in four different segments (Loaf, Bagels, Breakfast Bread, and English Muffins). Dave’s Killer Bread is the fastest growing brand in the Fresh Packaged Breads category (based on dollar sales change vs PY) (source: IRI Total US MultiOutlet+C-Store L52 Weeks Ending 12/30/18).

9


 

Our Warehouse Segment markets a line of specialty and organic breads and rolls, including the Alpine Valley Bread brand, for retail and foodservice customers. It also produces proprietary breads, buns, and rolls for specific foodservice customers. This segment’s snack cakes are sold under the Mrs. Freshley’s and store brands. Warehouse Segment products are fresh and frozen and distributed nationally through retail, foodservice and vending customer warehouses.

 

 

The table below presents our sales by product mix for fiscal 2018 on a consolidated basis (internal sales data warehouse – “SDW”, amounts may not compute due to rounding):

 

 

The table below presents our sales by channel for fiscal 2018 on a consolidated basis (internal sales data warehouse – “SDW”, amounts not compute due to rounding):

 

 

Marketing

We support our key brands with an advertising and marketing effort that reaches out to consumers through electronic and in-store coupons, social media (such as Facebook and Twitter), digital media (including e-newsletters to consumers), websites (our brand sites and third-party sites), event and sports marketing, on-package promotional offers and sweepstakes, and print advertising. When appropriate, we may join other sponsors with promotional tie-ins. We often focus our marketing efforts on specific products and holidays, such as hamburger and hot dog bun sales during Memorial Day, the Fourth of July, and Labor Day, and snack cakes for specific seasons.

10


 

Customers

Our top 10 customers in fiscal 2018 accounted for 50.3% of sales. During fiscal 2018, our largest customer, Walmart/Sam’s Club, represented 20.3% of the company’s sales. The loss of, or a material negative change in our relationship with, Walmart/Sam’s Club or any other major customer could have a material adverse effect on our business. Walmart/Sam’s Club was the only customer to account for 10.0% or more of our sales during fiscal years 2018, 2017 and 2016.

Fresh baked foods’ customers include mass merchandisers, supermarkets and other retailers, restaurants, quick-serve chains, food wholesalers, institutions, dollar stores, and vending companies. We also sell returned and surplus product through a system of thrift stores. The company currently operates 286 such stores, and reported sales of $71.4 million during fiscal 2018 from these outlets.

Our Warehouse Segment supplies national and regional restaurants, institutions and foodservice distributors, and retail in-store bakeries with breads and rolls. It also sells packaged bakery products to wholesale distributors for ultimate sale to a wide variety of food outlets. It sells packaged snack cakes primarily to customers who distribute the product nationwide through multiple channels of distribution, including mass merchandisers, supermarkets, vending outlets and convenience stores. In certain circumstances, we enter into co-packing arrangements with retail customers or other food companies, some of which are competitors.

Distribution

Distributing fresh bakery foods through a DSD model that involves aggregating order levels and delivering products from bakeries to independent distributors for sale and direct delivery to customer stores. The independent distributors are responsible for ordering products, stocking shelves, maintaining special displays, and developing and maintaining good customer relations to ensure adequate inventory and removing unsold goods.

The company has sold the majority of the distribution rights for these territories to independent distributors under long-term financing arrangements. Independent distributors, highly motivated by financial incentives from their distribution rights ownership, strive to increase sales by offering outstanding service and merchandising. Independent distributors have the opportunity to benefit directly from the enhanced value of their distribution rights resulting from higher branded sales volume.

Our DSD model is comprised of three types of territories.  Independent distributors who own the rights to distribute certain brands of our fresh packaged bakery foods in defined geographic markets. Company-owned and operated territories with the distribution rights that are classified as available for sale and company owned and operated territories with the distribution rights that are classified as held and used.  The table below presents the approximate number of territories used by the company on December 29, 2018:

 

Type of territory

 

Number of

territories

 

Independent distributor distribution rights

 

 

5,881

 

Company owned classified as available for sale

 

 

140

 

Company owned classified as held and used

 

 

90

 

Total territories

 

 

6,111

 

The company has developed proprietary software on the hand-held computers that independent distributors use for ordering, sales transactions, and to manage their businesses. The company provides these hand-held computers to the independent distributors and charges them an administrative fee for their use and other administrative services.  This fee is recognized as a reduction to the company’s selling, distribution and administrative expenses.  Our proprietary software permits distributors to track and communicate inventory data to bakeries and to calculate recommended order levels based on historical sales data and recent trends. These orders are electronically transmitted to the appropriate bakery on a nightly basis. We believe this system assists us in minimizing returns of unsold goods.  The fees collected for each of the last three fiscal years were as follows (amounts in thousands):

 

Year

 

Fees collected

 

Fiscal 2018

 

$

7,399

 

Fiscal 2017

 

$

6,965

 

Fiscal 2016

 

$

6,544

 

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In addition to hand-held computers, we maintain an information technology (“IT”) platform that allows us to track sales, product returns, and profitability by selling location, bakery, day, and other criteria. The system provides us with daily, on-line access to sales and gross margin reports, allowing us to make prompt operational adjustments when appropriate. It also permits us to better forecast sales and improve independent distributors’ in-store product ordering by customer. This IT platform is integral to our hand-held computers.

We also use scan-based trading technology (referred to as “pay by scan” or “PBS”) to track and monitor sales and inventories more effectively. PBS allows the independent distributors to bypass the often lengthy product check-in at retail stores, which gives them more time to service customers and merchandise products. PBS also benefits retailers, who only pay suppliers for what they actually sell, or what is scanned at checkout. During the last three fiscal years, PBS sales were as follows (amounts in thousands):

 

Year

 

PBS sales

 

Fiscal 2018

 

$

1,729,429

 

Fiscal 2017

 

$

1,390,974

 

Fiscal 2016

 

$

1,273,660

 

Our Warehouse Segment distributes a portion of our packaged bakery snack products from a central distribution facility located near our Crossville, Tennessee snack cake bakery. We believe this centralized distribution method allows us to achieve both production and distribution efficiencies. Products coming from different bakeries are then cross-docked and shipped directly to customers’ warehouses nationwide. Our frozen bread and roll products are shipped to various outside freezer facilities for distribution to our customers.

Intellectual Property

We own a number of trademarks, trade names, patents, and licenses. The company also sells products under franchised and licensed trademarks and trade names that we do not own (Sunbeam, Bunny, and Sara Lee – only in California – among others). We consider all of our trademarks and trade names important to our business since we use them to build strong brand awareness and consumer loyalty.

Raw Materials

Our primary baking ingredients are flour, sweeteners, shortening, yeast and water. We also use paper products, such as corrugated cardboard, films and plastics to package our bakery foods. We strive to maintain diversified sources for all of our baking ingredients and packaging products.  In addition, we are dependent on natural gas or propane as fuel for firing our ovens.

Commodities, such as our baking ingredients, periodically experience price fluctuations. The cost of these inputs may fluctuate widely due to government policy and regulation, weather conditions, domestic and international demand, or other unforeseen circumstances. We enter into forward purchase agreements and other derivative financial instruments in an effort to manage the impact of such volatility in raw material prices, but some organic and specialty ingredients do not offer the same hedging opportunities to reduce the impact of price volatility.  Any decrease in the supply available under these agreements and instruments could increase the effective price of these raw materials to us and significantly impact our earnings.

Regulations

As a producer and marketer of food items, our operations are subject to regulation by various federal governmental agencies, including the U.S. Food and Drug Administration, the U.S. Department of Agriculture, the U.S. Federal Trade Commission, the U.S. Environmental Protection Agency, the U.S. Department of Commerce, and the U.S. Department of Labor (the “DOL”).  We also are subject to the regulations of various state agencies, with respect to production processes, product quality, packaging, labeling, storage, distribution, labor, and local regulations regarding the licensing of bakeries and the enforcement of state standards and facility inspections.  Under various statutes and regulations, these federal and state agencies prescribe requirements and establish standards for quality, purity, and labeling.  Failure to comply with one or more regulatory requirements could result in a variety of sanctions, including monetary fines or compulsory withdrawal of products from store shelves.  In August 2016, the U.S. Department of Labor (the “Department”) notified the company that it was scheduled for a compliance review under the Fair Labor Standards Act.  On November 5, 2018, the company was advised by the Department that the compliance review has been closed.

Advertising of our businesses is subject to regulation by the Federal Trade Commission, and we are subject to certain health and safety regulations, including those issued under the Occupational Safety and Health Act.

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The cost of compliance with such laws and regulations has not had a material adverse effect on the company’s business.  We believe that we are currently in material compliance with all applicable federal, state and local laws and regulations.  

Our operations, like those of similar businesses, are subject to various federal, state and local laws and regulations with respect to environmental matters, including air and water quality and underground fuel storage tanks, as well as other regulations intended to protect public health and the environment.  The company is not a party to any material proceedings arising under these laws and regulations.  We believe compliance with existing environmental laws and regulations will not materially affect the Consolidated Financial Statements or the competitive position of the company.  The company is currently in substantial compliance with all material environmental laws and regulations affecting the company and its properties.

Competitive Overview

The U.S. market for fresh and frozen bakery products is estimated at $36 billion at retail. This category is intensely competitive and has experienced significant change in the last several years. From a national standpoint, Flowers Foods is currently the second largest company in the U.S. fresh baking industry based on market share as presented in the following chart (amounts may not compute due to rounding):

 

The current competitive landscape for breads and rolls in the U.S. baking industry now consists of Bimbo Bakeries USA, Flowers Foods, and Campbell Soup Company (Pepperidge Farm) along with smaller independent regional bakers, local bakeries, and retailer-owned bakeries.

There are a number of smaller regional bakers in the U.S. Some of these do not enjoy the competitive advantages of larger operations, including greater brand awareness and economies of scale in purchasing, distribution, production, information technology, advertising and marketing. However, size alone is not sufficient to ensure success in our industry. The company faces significant competition from regional and independent bakeries in certain geographic areas.

Competition in the baking industry continues to be driven by a number of factors. These include the ability to serve consolidated retail and foodservice customers, generational changes in family-owned businesses, and competitors’ promotional efforts on branded bread and store brands. Competition typically is based on product availability, product quality, brand loyalty, price, effective promotions, and the ability to target changing consumer preferences. Customer service, including frequent deliveries to keep store shelves well-stocked, is also a competitive factor.

The company also faces competition from store brands that are produced either by us or our competitors. Store brands (also known as “private label”) have been offered by food retailers for decades. With the growth of mass merchandisers like Walmart and the ongoing consolidation of regional supermarkets into larger operations, store brands have become a significant competitor to the company in those areas where the company does not have the contract to produce the store brand. In general, the store brand share of

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retail fresh packaged bread in the U.S. accounts for approximately 24% of the dollar sales and approximately 36% of unit sales and has steadily declined over the past five years.

Other Available Information

Throughout this Form 10-K, we incorporate by reference information from parts of other documents filed with the SEC. The SEC allows us to disclose important information by referring to it in this manner, and you should review this information in addition to the information contained in this report.

 

Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and proxy statement for the annual shareholders’ meeting, as well as any amendments to those reports, are available free of charge through our website as soon as reasonably practicable after we file them with the SEC. You can learn more about us by reviewing our SEC filings in the Investor Center on our website at www.flowersfoods.com. The SEC also maintains a website at www.sec.gov that contains reports, proxy statements and other information about SEC registrants, including the company. Except as otherwise expressly set forth herein, the information contained on our website is neither included nor incorporated by reference herein.

The following corporate governance documents may be obtained free of charge through our website in the “Corporate Governance” section of the “Investor Center” tab (unless otherwise specified) or by sending a written request to Flowers Foods, Inc., 1919 Flowers Circle, Thomasville, GA 31757, Attention: Investor Relations.

 

Finance Committee Charter

 

Audit Committee Charter

 

Nominating/Corporate Governance Committee Charter

 

Compensation Committee Charter

 

Flowers Foods Employee Code of Conduct

 

Code of Business Conduct and Ethics

 

Disclosure Policy

 

Stock Ownership Guidelines

 

Corporate Governance Guidelines

 

Stock Ownership Guidelines for Outside Directors

 

Flowers Foods Supplier Code of Conduct (This document is on our website on the path beginning with “Investors” > “Corporate Governance” > “Governance Documents” at the bottom of the page)

Item 1A.

Risk Factors

You should carefully consider the risks described below, together with all of the other information included in this report, in considering our business and prospects. The risks and uncertainties described below are not the only ones facing us. These risk factors are not listed in any order of significance.  Additional risks and uncertainties not presently known to us, or that we currently deem insignificant, may also impair our business operations. The occurrence of any of the following risks could harm our business, financial condition, liquidity or results of operations.

Economic conditions may negatively impact demand for our products, which could adversely impact our sales and operating profit.

The willingness of our customers and consumers to purchase our products may depend in part on economic conditions. Continuing or worsening economic challenges could have a negative impact on our business. Economic uncertainty may increase pressure to reduce the prices of some of our products, limit our ability to increase or maintain prices, and reduce sales of higher margin products or shift our product mix to low-margin products. In addition, changes in tax or interest rates, whether due to recession, financial and credit market disruptions or other reasons, could negatively impact us. If any of these events occurs, or if economic conditions become unfavorable, our sales and profitability could be adversely affected.

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Increases in costs and/or shortages of raw materials, fuels and utilities could adversely impact our profitability.

Raw materials, such as flour, sweeteners, shortening, yeast, and water, which are used in our bakery products, are subject to price fluctuations. The cost of these inputs may fluctuate widely due to foreign and domestic government policies and regulations, weather conditions, domestic and international demand, or other unforeseen circumstances. Any substantial change in the prices or availability of raw materials may have an adverse impact on our profitability. We enter into forward purchase agreements and other derivative financial instruments from time to time to manage the impact of such volatility in raw materials prices; however, these strategies may not be adequate to overcome increases in market prices or availability. Our failure to enter into hedging or fixed price arrangements or any decrease in the availability or increase in the cost of these agreements and instruments could increase the price of these raw materials and significantly affect our earnings.

In addition, we are dependent upon natural gas or propane for firing ovens. The independent distributors and third-party transportation companies are dependent upon gasoline and diesel for their vehicles. The cost of fuel may fluctuate widely due to economic and political conditions, government policy and regulation, war, or other unforeseen circumstances. Substantial future increases in prices for, or shortages of, these fuels could have a material adverse effect on our profitability, financial condition or results of operations. There can be no assurance that we can cover these potential cost increases through future pricing actions. Also, as a result of these pricing actions, consumers could purchase less or move from purchasing high-margin products to lower-margin products.

Competition could adversely impact revenues and profitability.

The United States bakery industry is highly competitive. Our principal competitors in these categories all have substantial financial, marketing, and other resources. In most product categories, we compete not only with other widely advertised branded products, but also with store branded products that are generally sold at lower prices. Competition is based on product availability, product quality, price, effective promotions, and the ability to target changing consumer preferences. We experience price pressure from time to time due to competitors’ promotional activity and other pricing efforts. This pricing pressure is particularly strong during adverse economic periods. Increased competition could result in reduced sales, margins, profits and market share.

A disruption in the operation of our DSD distribution system could negatively affect our results of operations, financial condition and cash flows.

We believe that our DSD distribution system is a significant competitive advantage. A material negative change in our relationship with the independent distributors, litigation or one or more adverse rulings by courts or regulatory or governmental bodies regarding our independent distributorship model, including actions or decisions that could affect the independent contractor classifications of the independent distributors, or an adverse judgment against the company for actions taken by the independent distributors, could materially and negatively affect our financial condition, results of operations and cash flows.

The costs of maintaining and enhancing the value and awareness of our brands are increasing, which could have an adverse impact on our revenues and profitability.

We rely on the success of our well-recognized brand names and we intend to maintain our strong brand recognition by continuing to devote resources to advertising, marketing and other brand building efforts. Brand value could diminish significantly due to several factors, including consumer perception that we have acted in an irresponsible manner, adverse publicity about our products (whether or not valid), our failure to maintain the quality of our products, the failure of our products to deliver consistently positive consumer experiences, or the products becoming unavailable to consumers. Our marketing investments may not prove successful in maintaining or increasing our market share. If we are not able to successfully maintain our brand recognition, our revenues and profitability could be adversely affected.

We rely on several large customers for a significant portion of sales and the loss of one of our large customers could adversely affect our business, financial condition or results of operations.

We have several large customers that account for a significant portion of sales, and the loss of one of our large customers could adversely affect our financial condition and results of operations. Our top ten customers accounted for 50.3% of sales during fiscal 2018. Our largest customer, Walmart/Sam’s Club, accounted for 20.3% of sales during this period. These customers do not typically enter long-term sales contracts, and instead make purchase decisions based on a combination of price, product quality, consumer demand, and customer service performance. At any time, they may use more of their shelf space, including space currently used for our products, for store branded products or for products from other suppliers. Additionally, our customers may face financial or other difficulties that may impact their operations and their purchases from us. Disputes with significant suppliers could also adversely affect our ability to supply products to our customers. If our sales to one or more of these customers are reduced, this reduction may adversely affect our business, financial condition or results of operations.

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Our inability to execute our business strategy could adversely affect our business.

We employ various operating strategies to maintain our position as one of the nation’s leading producers and marketers of bakery products available to customers through multiple channels of distribution.  In particular, we have initiated under Project Centennial, among other things, (i) the integration of acquisitions or the acquisition or disposition of assets at presently targeted values, (ii) the deployment of new systems and technology, and (iii) an enhanced organizational structure.  If we are unsuccessful in implementing or executing Project Centennial or one or more of our business strategies, our business could be adversely affected.

Inability to anticipate or respond to changes in consumer preferences may result in decreased demand for our products, which could have an adverse impact on our future growth and operating results.

Our success depends in part on our ability to respond to current market trends and to anticipate the tastes and dietary habits of consumers, including concerns of consumers regarding health and wellness, obesity, product attributes, ingredients, and packaging. Introduction of new products and product extensions requires significant development and marketing investment. If we fail to anticipate, identify, or react to changes in consumer preferences, or if we fail to introduce new and improved products on a timely basis, we could experience reduced demand for our products, which could cause our sales, profitability, and our operating results to suffer.

We may be adversely impacted by the failure to successfully execute acquisitions and divestitures and integrate acquired operations.

From time to time, the company undertakes acquisitions or divestitures. The success of any acquisition or divestiture depends on the company’s ability to identify opportunities that help us meet our strategic objectives, consummate a transaction on favorable contractual terms, and achieve expected returns and other financial benefits.

Acquisitions, including future acquisitions and the recently completed acquisition of Canyon, require us to efficiently integrate the acquired business or businesses, which involves a significant degree of difficulty, including the following:

 

integrating the operations and business cultures of the acquired businesses while carrying on the ongoing operations of the businesses we operated prior to the acquisitions;

 

managing a significantly larger company than before consummation of the acquisitions;

 

the possibility of faulty assumptions underlying our expectations regarding the prospects of the acquired businesses;

 

coordinating a greater number of diverse businesses and businesses located in a greater number of geographic locations;

 

attracting and retaining the necessary personnel associated with the acquisitions;

 

creating uniform standards, controls, procedures, policies and information systems and controlling the costs associated with such matters; and

 

expectations about the performance of acquired trademarks and brands and the fair value of such trademarks and brands.

Divestitures have operational risks that may include impairment charges. Divestitures also present unique financial and operational risks, including diverting management attention from the existing core business, separating personnel and financial data and other systems, and adversely affecting existing business relationships with suppliers and customers.

In situations where acquisitions or divestitures are not successfully implemented or completed, or the expected benefits of such acquisitions or divestitures are not otherwise realized, the company’s business or financial results could be negatively impacted.

We are subject to increasing legal complexity and could be party to litigation that may adversely affect our business.

Increasing legal complexity may continue to affect our operations and results in material ways. We are or could be subject to legal proceedings that may adversely affect our business, including class actions, administrative proceedings, government investigations, securities laws, employment and personal injury claims, disputes with current or former suppliers, claims by current or former distributors, and intellectual property claims (including claims that we infringed another party’s trademarks, copyrights, or patents). Inconsistent standards imposed by governmental authorities can adversely affect our business and increase our exposure to litigation. Litigation involving our independent distributor model and the independent contractor classification of the independent distributors, as well as litigation related to disclosure made by us in connection therewith, if determined adversely, could increase costs, negatively impact our business prospects and the business prospects of our distributors and subject us to incremental liability for their actions. We are also subject to the legal and compliance risks associated with privacy, data collection, protection and management, in particular as it relates to information we collect when we provide products to customers.

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Future product recalls or safety concerns could adversely impact our results of operations.

We may be required to recall certain of our products should they be mislabeled, contaminated, spoiled, tampered with or damaged. We may become involved in lawsuits and legal proceedings alleging that the consumption of any of our products causes or caused injury, illness or death. A product recall or an adverse result in any such litigation could have a material adverse effect on our operating and financial results, depending on the costs of the recall, the destruction of product inventory, contractual and other claims made by customers that we supply, competitive reaction and consumer attitudes. Even if a product liability, consumer fraud or other claim is unsuccessful or without merit, the negative publicity surrounding such assertions regarding our products could adversely affect our reputation and brand image. We also could be adversely affected if our customers or consumers in our principal markets lose confidence in the safety and quality of our products.

Consolidation in the retail and foodservice industries could adversely affect our sales and profitability.

If our retail and foodservice customers continue to grow larger due to consolidation in their respective industries, they may demand lower pricing and increased promotional programs. Meeting these demands could adversely affect our sales and profitability.

Our large customers may impose requirements on us that may adversely affect our results of operations.

From time to time, our large customers may re-evaluate or refine their business practices and impose new or revised requirements on us, the distributors, and the customers’ other suppliers. The growth of large mass merchandisers, supercenters and dollar stores, together with changes in consumer shopping patterns, have produced large, sophisticated customers with increased buying power and negotiating strength. Current trends among retailers and foodservice customers include fostering high levels of competition among suppliers, demanding new products or increased promotional programs, requiring suppliers to maintain or reduce product prices, reducing shelf space for our products, and requiring product delivery with shorter lead times. These business changes may involve inventory practices, logistics, or other aspects of the customer-supplier relationship. Compliance with requirements imposed by large customers may be costly and may have an adverse effect on our margins and profitability. However, if we fail to meet a large customer’s demands, we could lose that customer’s business, which also could adversely affect our results of operations.

Increases in employee and employee-related costs could have adverse effects on our profitability.

Pension, health care, and workers’ compensation costs are increasing and will likely continue to do so. Any substantial increase in pension, health care or workers’ compensation costs may have an adverse impact on our profitability. The company records pension costs and the liabilities related to its benefit plans based on actuarial valuations, which include key assumptions determined by management. Material changes in pension costs may occur in the future due to changes in these assumptions. Future annual amounts could be impacted by various factors, such as changes in the number of plan participants, changes in the discount rate, changes in the expected long-term rate of return, changes in the level of contributions to the plan, and other factors. In addition, legislation or regulations involving labor and employment and employee benefit plans (including employee health care benefits and costs) may impact our operational results.

We have risks related to our pension plans, which could impact the company’s liquidity.

The company has noncontributory defined benefit pension plans covering certain employees maintained under the Employee Retirement Income Security Act of 1974 (“ERISA”). The funding obligations for our pension plans are impacted by the performance of the financial markets. During fiscal 2018, the company adopted a de-risking investment strategy for its pension assets in Plan No. 1.  The assets in Plan No. 1 are primarily invested in fixed-income assets designed to match the duration of the plan’s future benefit obligations to manage better the company’s pension liability and reduce funded status volatility.  Plan No. 1 is on a path to terminate.  The termination path for Plan No. 1 results in a short-term conservative investment outlook while Plan No. 2 is still managed as a long-term asset.  Upon completion of the process of the termination of Plan No. 1, we may be required to make significant cash contributions to fund that plan’s unfunded vested benefit, which could adversely affect our financial condition, liquidity or results of operations.  

If the financial markets do not provide the long-term returns that are expected, the likelihood of the company’s being required to make larger contributions will increase, which could impact our liquidity. The equity markets can be, and recently have been, very volatile, and therefore our estimate of future contribution requirements can change dramatically in relatively short periods of time. Similarly, changes in interest rates can impact our contribution requirements. In a low interest rate environment, the likelihood of larger required contributions increases. Adverse developments in any of these areas could adversely affect our financial condition, liquidity or results of operations.  

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Disruption in our supply chain or distribution capabilities from political instability, armed hostilities, incidents of terrorism, natural disasters, weather or labor strikes could have an adverse effect on our business, financial condition and results of operations.

Our ability to make, move and sell products is critical to our success. Damage or disruption to our manufacturing or distribution capabilities, or the manufacturing or distribution capabilities of our suppliers due to weather, natural disaster, fire or explosion, terrorism, pandemics, labor strikes or work stoppages, or adverse outcomes in litigation involving our independent distributor model, could impair our ability to make, move or sell our products. Moreover, terrorist activity, armed conflict, political instability or natural disasters that may occur within or outside the U.S. may disrupt manufacturing, labor, and other business operations. Failure to take adequate steps to mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, could adversely affect our business, financial conditions and results of operations.

We may be adversely impacted if our information technology systems fail to perform adequately, including with respect to cybersecurity issues.

The efficient operation of our business depends on our information technology systems. We rely on our information technology systems to effectively manage our business data, communications, supply chain, order entry and fulfillment, and other business processes. The failure of our information technology systems (including those provided to us by third parties) to perform as we anticipate could disrupt our business and could result in billing, collecting and ordering errors, processing inefficiencies, and the loss of sales and customers, causing our business and results of operations to suffer.

In addition, our information technology systems may be vulnerable to damage or interruption from circumstances beyond our control, including fire, natural disasters, systems failures, security breaches or intrusions (including theft of customer, consumer or other confidential data), and viruses. If we are unable to prevent physical and electronic break-ins, cyber-attacks and other information security breaches, we may suffer financial and reputational damage, be subject to litigation or incur remediation costs or penalties because of the unauthorized disclosure of confidential information belonging to us or to our partners, customers, suppliers or employees.

Government regulation could adversely impact our results of operations and financial condition.

As a producer and marketer of food items, our production processes, product quality, packaging, labeling, storage, and distribution are subject to regulation by various federal, state and local government entities and agencies. In addition, the marketing and labeling of food products has come under increased scrutiny in recent years, and the food industry has been subject to an increasing number of legal proceedings and claims relating to alleged false or deceptive marketing and labeling under federal, state or local laws or regulations. Uncertainty regarding labeling standards has led to customer confusions and legal challenges.

Compliance with federal, state and local laws and regulations is costly and time consuming. Failure to comply with, or violations of, applicable laws and the regulatory requirements of one or more of these entities and agencies could subject us to civil remedies, including fines, injunctions, recalls or seizures, as well as potential criminal sanctions, any of which could result in increased operating costs and adversely affect our results of operations and financial condition. Legal proceedings or claims related to our marketing could damage our reputation and/or adversely affect our business or financial results.  

Executive Offices

The address and telephone number of our principal executive offices are 1919 Flowers Circle, Thomasville, Georgia 31757, (229) 226-9110.

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Executive Officers of Flowers Foods

The following table sets forth certain information regarding the persons who currently serve as the executive officers of Flowers Foods. Our Board of Directors (the “Board”) elects our Executive Chairman of the Board for a one-year term. The Board of Directors has granted the Executive Chairman of the Board the authority to appoint the executive officers to hold office until they resign or are removed.

EXECUTIVE OFFICERS

 

Name, Age and Office

 

Business Experience

 

 

 

Allen L. Shiver

Age 63

President and

Chief Executive Officer

 

Mr. Shiver has been president and chief executive officer of Flowers Foods since May 2013. He was elected president in 2010, and previously served as executive vice president and chief marketing officer from 2008 to 2009. Mr. Shiver served as president and chief operating officer of Flowers Foods Specialty Group from 2003 until 2008 and as president and chief operating officer of Flowers Snack from 2002 to 2003. Prior to those appointments, Mr. Shiver served as a bakery president, regional vice president, and executive vice president of operations. He joined the company in 1978.

 

 

 

R. Steve Kinsey

Age 58

Chief Financial Officer and Chief
Administrative Officer

 

Mr. Kinsey was named chief financial officer and chief administrative officer in May 2017. Previously, Mr. Kinsey served as executive vice president and chief financial officer from 2008 until 2017, and as senior vice president and chief financial officer from 2007 to 2008. Prior to those appointments, Mr. Kinsey served as vice president and corporate controller from 2003 until 2007, and as controller from 2002 until 2003. He served as director of tax from 1998 until 2002 at Flowers Foods and Flowers Industries. At Flowers Industries, Mr. Kinsey also served as tax manager from 1994 until 1998, and as tax associate from 1989 until 1994. He joined the company in 1989.

 

 

 

A.Ryals McMullian

Age 49

Chief Operating Officer

 

Mr. McMullian was named chief operating officer in July 2018.  Mr. McMullian served as chief strategy officer from May 2017 to July 2018. Mr. McMullian served as vice president of mergers and acquisitions and deputy general counsel from 2015 until 2017. Mr. McMullian served as vice president and associate general counsel from 2011 until 2015 and as associate general counsel from 2003, when he joined the company, until 2011.

 

 

 

Bradley K. Alexander

Age 60

President Fresh Packaged Bread
Business Unit

 

Mr. Alexander was named president of the Fresh Packaged Bread Business Unit in May 2017. Mr. Alexander served previously as executive vice president and chief operating officer of Flowers Foods beginning in 2014 and as president of Flowers Bakeries from 2008 to 2014. He also served as a regional vice president of Flowers Bakeries, and in various sales, marketing and operational positions, including bakery president and senior vice president of sales and marketing, since joining the company in 1981.

 

 

 

Stephen R. Avera

Age 62

Chief Legal Counsel

 

Mr. Avera was named chief legal counsel in May 2017. He previously served as executive vice president, secretary and general counsel from 2008 until 2017. From 2004 to 2008, Mr. Avera served as senior vice president, secretary and general counsel, and from 2002 until 2004, he served as secretary and general counsel. Mr. Avera also served as vice president and general counsel of Flowers Bakeries from 1998 to 2002, and as associate general counsel and assistant general counsel of Flowers Industries from 1986, when he joined the company, to 1998.

 

 

 

D. Keith Wheeler

Age 55

Chief Sales Officer

 

Mr. Wheeler was named chief sales officer in May 2017. Prior to this appointment, Mr. Wheeler served as president of Flowers Bakeries from 2014 until 2017. Mr. Wheeler was senior vice president of Flowers Foods’ West Coast Region from 2012 until 2014, and before that, he served in various leadership and operational positions, including bakery president and region controller. He joined the company in 1988.

 

 

 

Robert L. Benton, Jr.

Age 61

Chief Supply Chain Officer

 

Mr. Benton was named chief supply chain officer in May 2017. He had been senior vice president and chief manufacturing officer since 2015. Mr. Benton served as senior vice president of manufacturing and operations support from 2011 until 2015, as vice president of manufacturing from 2001 until 2011, and as director of manufacturing at Flowers Foods and Flowers Industries from 1993 until 2001. At Flowers Industries, Mr. Benton held various manufacturing, engineering and operational management positions, from when he joined the company in 1980 through 1993.

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Name, Age and Office

 

Business Experience

 

 

 

Karyl H. Lauder

Age 62

Senior Vice President and

Chief Accounting Officer

 

Ms. Lauder has been senior vice president and chief accounting officer of Flowers Foods since 2008. Ms. Lauder served as vice president and chief accounting officer from 2007 until 2008 and as vice president and operations controller from 2003 to 2007. Prior to those appointments, Ms. Lauder served as a division controller for Flowers Bakeries Group from 1997 to 2003, as a regional controller for Flowers Bakeries, and in several other accounting and supervisory positions since 1978, when she joined the company.

 

 

 

Debo Mukherjee

Age 51

Chief Marketing Officer

 

Mr. Mukherjee joined Flowers as the chief marketing officer in October 2017. Mr. Mukherjee has 25 years of experience in confection, food, health, and nutrition consumer businesses, most recently as founder and owner of Intacta Consulting Group, LLC. Prior to launching Intacta, Mr. Mukherjee served as CEO of Redco Foods, Inc., a subsidiary of Teekanne GmbH, the largest herbal and flavored tea company in Europe, from 2011 to 2015. He also held marketing roles at Mars Inc., Unilever, H.J. Heinz Co. and The Hershey Company.

 

 

 

David M. Roach

Age 49

President, Snacking/Specialty
Business Unit

 

Mr. Roach was named president of the Snacking/Specialty Business Unit in May 2017. Prior to this appointment, Mr. Roach served as senior vice president of organics from 2015 until 2017, and as senior vice president of the Central Region from 2010 until 2015. Mr. Roach was president of Flowers Baking Co. of Villa Rica from 2007 to 2010 and served in various sales and supervisory positions since joining the company in 1992.

 

 

 

Tonja Taylor

Age 59

Chief Human Resources Officer

 

Ms. Taylor was named chief human resources officer in May 2017. Ms. Taylor served as senior vice president of human resources from 2013 until 2017 and as vice president of human resources from 2008 until 2013. Ms. Taylor joined the company in 1999 as change management coordinator for a key information technology initiative. Beginning in 2000, she served in a variety of human resources positions, including manager of organizational development, director of organizational development, and managing director of Human Resources.

Item 1B.

Unresolved Staff Comments.

None

20


 

Item 2.

Properties

The company currently operates 47 bakeries, of which 45 are owned and two are leased. We believe our properties are in good condition, well maintained, and sufficient for our present operations. During fiscal 2018, DSD Segment facilities, taken as a whole, operated moderately above capacity and Warehouse Segment facilities operated moderately below capacity. Our production plant locations are:

 

DSD Segment

State

 

City

 

State

City

Alabama

 

Birmingham

 

Louisiana

Lafayette

Alabama

 

Opelika

 

Louisiana

New Orleans

Alabama

 

Tuscaloosa

 

Maine

Lewiston (2 locations)

Arizona

 

Phoenix

 

Nevada

Henderson

Arizona

 

Tolleson

 

North Carolina

Goldsboro

Arkansas

 

Batesville

 

North Carolina

Jamestown

California

 

Modesto (Leased)

 

North Carolina

Newton

Colorado

 

Johnstown

 

Oregon

Milwaukie

Florida

 

Bradenton

 

Pennsylvania

Oxford

Florida

 

Jacksonville

 

Pennsylvania

Philadelphia (Leased)

Florida

 

Lakeland

 

Tennessee

Knoxville

Florida

 

Miami

 

Texas

Denton

Georgia

 

Atlanta

 

Texas

El Paso

Georgia

 

Savannah

 

Texas

Houston (2 locations)

Georgia

 

Thomasville

 

Texas

San Antonio

Georgia

 

Villa Rica

 

Texas

Tyler

Kansas

 

Lenexa

 

Virginia

Lynchburg

Kentucky

 

Bardstown

 

Virginia

Norfolk

Louisiana

 

Baton Rouge

 

 

 

 

Warehouse Segment

State

 

City

 

State

City

Alabama

 

Montgomery

 

Georgia

Tucker

Arizona

 

Mesa

 

Kentucky

London

Arkansas

 

Texarkana

 

Tennessee

Cleveland

Georgia

 

Suwanee

 

Tennessee

Crossville

 

In Thomasville, Georgia, the company leases properties that house shared services functions and our information technology group and owns several properties for our corporate offices.

Item 3.

Legal Proceedings

For a description of all material pending legal proceedings, See Note 24, Commitments and Contingencies, of Notes to Consolidated Financial Statements of this Form 10-K.

Item 4.

Mine Safety Disclosures

Not Applicable

21


 

PART II

Item 5.

Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Shares of the company’s common stock are quoted on the New York Stock Exchange (the “NYSE”) under the symbol “FLO.” 

Holders

As of February 14, 2019, there were approximately 3,438 holders of record of the company’s common stock.

Dividends

The payment of dividends is subject to the discretion of the Board. The Board bases its decisions regarding dividends on, among other things, general business conditions, our financial results, contractual, legal and regulatory restrictions regarding dividend payments and any other factors the Board may consider relevant.

Securities Authorized for Issuance Under Equity Compensation Plans

The following chart sets forth the amounts of securities authorized for issuance under the company’s compensation plans as of December 29, 2018 (amounts in thousands, except per share data).

 

 

 

Number of Securities to

be Issued Upon

Exercise of Outstanding

Options, Warrants and

Rights

 

 

Weighted Average

Exercise Price of

Outstanding Options,

Warrants and Rights

 

 

Number of Securities Remaining

Available for Future Issuance Under

Equity Compensation Plans

(Excluding Securities Reflected in

Column(a))

 

Plan Category

 

(a)

 

 

(b)

 

 

(c)

 

Equity compensation plans approved by

   security holders

 

 

 

 

$

 

 

 

6,167,422

 

Equity compensation plans not approved by

   security holders

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

$

 

 

 

6,167,422

 

 

Under the company’s 2014 Omnibus Equity and Incentive Compensation Plan (the “Omnibus Plan”), the Board is authorized to grant a variety of stock-based awards, including stock options, restricted stock and deferred stock, to its directors and certain of its employees. The number of securities set forth in column (c) above reflects securities available for issuance as stock options, restricted stock and deferred stock under the company’s compensation plans. The number of shares originally available under the Omnibus Plan is 8,000,000 shares. The Omnibus Plan replaced the Flowers Foods’ 2001 Equity and Performance Incentive Plan, as amended and restated as of April 1, 2009 (“EPIP”), the Stock Appreciation Rights Plan, and the Annual Executive Bonus Plan. As a result, no additional shares will be issued under the EPIP. See Note 19, Stock-Based Compensation, of Notes to Consolidated Financial Statements of this Form 10-K for additional information on equity compensation plans.

Purchases of Equity Securities by the Issuer

The company did not purchase any shares of its common stock during the fourth quarter of fiscal 2018.

22


 

Stock Performance Graph

The chart below is a comparison of the cumulative total return (assuming the reinvestment of all dividends paid) of our common stock, Standard & Poor’s 500 Index, Standard & Poor’s 500 Packaged Foods and Meats Index, and Standard & Poor’s MidCap 400 Index for the period December 28, 2013 through December 29, 2018, the last day of our 2018 fiscal year.

 

 

 

 

 

December 28,

2013

 

 

January 3,

2015

 

 

January 2,

2016

 

 

December 31,

2016

 

 

December 30,

2017

 

 

December 29,

2018

 

FLOWERS FOODS INC

 

 

100.00

 

 

 

91.94

 

 

 

105.89

 

 

 

102.22

 

 

 

102.45

 

 

 

100.51

 

S&P 500 INDEX

 

 

100.00

 

 

 

114.11

 

 

 

115.71

 

 

 

129.55

 

 

 

157.84

 

 

 

149.63

 

S&P 500 PACKAGED FOODS &

   MEAT INDEX

 

 

100.00

 

 

 

112.20

 

 

 

131.68

 

 

 

143.71

 

 

 

145.65

 

 

 

118.05

 

S&P MIDCAP 400 INDEX

 

 

100.00

 

 

 

110.22

 

 

 

107.91

 

 

 

130.29

 

 

 

151.45

 

 

 

133.30

 

 

Companies in the S&P 500 Index, the S&P 500 Packaged Foods and Meats Index, and the S&P MidCap 400 Index are weighted by market capitalization and indexed to $100 at December 28, 2013. Flowers Foods’ share price is also indexed to $100 at December 29, 2018. These prices have been adjusted for stock splits.

23


 

Item 6.

Selected Financial Data

The selected consolidated historical financial data presented below as of and for the fiscal years 2018, 2017, 2016, 2015, and 2014 have been derived from the audited Consolidated Financial Statements of the company. The results of operations presented below are not necessarily indicative of results that may be expected for any future period and should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations, and our Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements included in this Form 10-K (amounts in thousands, except per share data).

 

 

 

For Fiscal Year

 

 

 

Fiscal 2018

 

 

Fiscal 2017

 

 

Fiscal 2016

 

 

Fiscal 2015

 

 

Fiscal 2014

 

 

 

52 Weeks

 

 

52 Weeks

 

 

52 Weeks

 

 

52 Weeks

 

 

53 Weeks

 

Statement of Income Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$

3,951,852

 

 

$

3,920,733

 

 

$

3,926,885

 

 

$

3,778,505

 

 

$

3,748,973

 

Net income

 

$

157,160

 

 

$

150,120

 

 

$

163,776

 

 

$

189,191

 

 

$

175,739

 

Net income attributable to Flowers Foods, Inc. common

   shareholders per basic share

 

$

0.74

 

 

$

0.72

 

 

$

0.79

 

 

$

0.90

 

 

$

0.84

 

Net income attributable to Flowers Foods, Inc. common

   shareholders per diluted share

 

$

0.74

 

 

$

0.71

 

 

$

0.78

 

 

$

0.89

 

 

$

0.82

 

Cash dividends per common share

 

$

0.7100

 

 

$

0.6700

 

 

$

0.6250

 

 

$

0.5675

 

 

$

0.4850

 

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

2,845,537

 

 

$

2,659,724

 

 

$

2,761,068

 

 

$

2,844,051

 

 

$

2,408,974

 

Long-term debt and capital lease obligations

 

$

990,640

 

 

$

820,141

 

 

$

946,667

 

 

$

930,022

 

 

$

724,459

 

 

Notes to the Selected Financial Data table for additional context

 

1.

Fiscal 2018 includes the impact of the following items which affect comparability (amounts in thousands):

 

Items presented separately on the Consolidated

Statements of Income

 

First

Quarter

 

 

Second

Quarter

 

 

Third

Quarter

 

 

Fourth Quarter

 

 

Fiscal 2018

 

 

Footnote

Loss (recovery) on inferior ingredients

 

$

 

 

$

3,884

 

 

$

(1,891

)

 

$

1,219

 

 

$

3,212

 

 

Note 5

Restructuring and related impairment charges

 

$

1,259

 

 

$

801

 

 

$

497

 

 

$

7,210

 

 

$

9,767

 

 

Note 6

Multi-employer pension plan withdrawal costs

 

$

2,322

 

 

$

 

 

$

 

 

$

 

 

$

2,322

 

 

Note 22

Pension plan settlement loss

 

$

4,668

 

 

$

1,035

 

 

$

930

 

 

$

1,148

 

 

$

7,781

 

 

Note 22

Impairment of assets

 

$

2,483

 

 

$

 

 

$

 

 

$

3,516

 

 

$

5,999

 

 

Note 2,13

 

The company purchased Canyon on December 14, 2018.  See Note 11, Acquisition, for more detailed disclosures for the acquisition.  Its results of operations for the period from December 14, 2018 through December 29, 2018 has been excluded due to immateriality and will be reported in the first quarter of fiscal 2019.

 

2.

Fiscal 2017 includes the impact of the following items which affect comparability (amounts in thousands):

 

Items presented separately on the Consolidated

Statements of Income

 

First

Quarter

 

 

Second

Quarter

 

 

Third

Quarter

 

 

Fourth Quarter

 

 

Fiscal 2017

 

 

Footnote

Gain on divestiture

 

$

(28,875

)

 

$

 

 

$

 

 

$

 

 

$

(28,875

)

 

Note 7

Restructuring and related impairment charges

 

$

 

 

$

 

 

$

100,549

 

 

$

3,581

 

 

$

104,130

 

 

Note 6

Multi-employer pension plan withdrawal costs

 

$

 

 

$

 

 

$

18,268

 

 

$

 

 

$

18,268

 

 

Note 22

Pension plan settlement loss

 

$

 

 

$

 

 

$

3,030

 

 

$

1,619

 

 

$

4,649

 

 

Note 22

Income tax benefit resulting from tax reform

 

$

 

 

$

 

 

$

 

 

$

(48,160

)

 

$

(48,160

)

 

Note 23

 

 

3.

Fiscal 2016 includes the impact of a $6.6 million pension settlement loss, $24.9 million of impairment charges, $10.5 million of legal settlements (including $0.3 million of related tax liabilities) which affect comparability, the issuance of our $400.0 million senior notes due 2026, and $1.9 million of debt issuance costs recognized as interest expense (for a loss on extinguishment of debt) at the time we paid off $367.5 million of outstanding indebtedness under two of our term loans.  

 

4.

Fiscal 2015 includes the results of DKB and Alpine as of and from the date of each acquisition.  

 

5.

During the fourth quarter of fiscal 2014, we revised net sales. Historically, certain immaterial discounts had been recorded as an expense to selling, distribution and administrative costs. These discounts are now recorded as contra revenue. These revisions were made for all periods presented in the fiscal 2014 Form 10-K.

 

6.

Fiscal 2014 includes the impact of a $15.4 million pension plan settlement loss.

24


 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with Item 1., Business, and the Consolidated Financial Statements and accompanying Notes to Consolidated Financial Statements included in this Form 10-K. The following information contains forward-looking statements which involve certain risks and uncertainties. See Forward-Looking Statements at the beginning of this Form 10-K.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is segregated into four sections, including:

 

Executive overview — provides a summary of our operating performance and cash flows, industry trends, and our strategic initiatives.

 

Critical accounting estimates — describes the accounting areas where management makes critical estimates to report our financial condition and results of operations.

 

Results of operations — an analysis of the company’s consolidated results of operations for the two comparative periods presented in the Consolidated Financial Statements.

 

Liquidity, capital resources and financial position — an analysis of cash flow, contractual obligations, and certain other matters affecting the company’s financial position.

MATTERS AFFECTING COMPARABILITY

Detailed below are matters affecting comparability as well as other significant events that will provide additional context while reading this discussion:

 

 

 

Fiscal 2018

 

 

Fiscal 2017

 

 

Fiscal 2016

 

 

Footnote

 

 

52 weeks

 

 

52 weeks

 

 

52 weeks

 

 

Disclosure

 

 

(Amounts in thousands)

 

 

 

Project Centennial consulting costs

 

$

9,723

 

 

$

37,306

 

 

$

6,324

 

 

Note 6

Gain on divestiture

 

 

 

 

 

(28,875

)

 

 

 

 

Note 7

Restructuring and related impairment charges

 

 

9,767

 

 

 

104,130

 

 

 

 

 

Note 6

Impairment of assets

 

 

5,999

 

 

 

 

 

 

24,877

 

 

Note 2, 13

Loss on inferior ingredients

 

 

3,212

 

 

 

 

 

 

 

 

Note 5

Pension plan settlement loss

 

 

7,781

 

 

 

4,649

 

 

 

6,646

 

 

Note 22

Multi-employer pension plan withdrawal costs

 

 

2,322

 

 

 

18,268

 

 

 

 

 

Note 22

Acquisition-related costs

 

 

4,476

 

 

 

 

 

 

 

 

Note 11

Legal settlements and related tax liabilities

 

 

21,452

 

 

 

5,978

 

 

 

10,500

 

 

Note 24

Lease termination costs

 

 

 

 

 

565

 

 

 

 

 

 

Loss on extinguishment of debt

 

 

 

 

 

 

 

 

1,900

 

 

Note 15

 

 

$

64,732

 

 

$

142,021

 

 

$

50,247

 

 

 

 

In fiscal 2017, we recognized an income tax benefit of $48.2 million related to the estimated benefit of the Tax Cuts and Jobs Act of 2017 (the “Act”).  In fiscal 2018, we recognized an additional benefit of $5.6 million as an adjustment to the fiscal 2017 amount.  These tax benefits partially offset the net expense amount of the pre-tax items in each respective fiscal year detailed above.

Project Centennial consulting costs.  During the second quarter of fiscal 2016, we partnered with a globally recognized consulting firm and launched Project Centennial, an enterprise-wide business and operational review.  As of the end of fiscal 2016, we had completed the diagnostic phase and entered the implementation phase of the project.  Key initiatives of the project are outlined in Item 1., Business, of this Form 10-K.  Consulting costs associated with the project were $9.7 million, $37.3 million and $6.3 million in fiscal 2018, 2017 and 2016, respectively.  These costs are reflected in the selling, distribution and administrative expenses line item of the Consolidated Statements of Income.  

Gain on divestiture of the non-core mix manufacturing business.  On January 14, 2017, we completed the sale of our non-core mix manufacturing business located in Cedar Rapids, Iowa and received proceeds, net of a working capital adjustment, of $41.2 million and recognized a gain of $28.9 million in our fiscal 2017 results of operations.  The mix manufacturing business was previously included in our Warehouse Segment.

25


 

Restructuring and related impairment charges associated with Project Centennial.  The following table details charges recorded by segment in fiscal 2018 and 2017 (amounts in thousands):

 

 

 

Fiscal 2018

 

 

 

DSD

 

 

Warehouse

 

 

Unallocated

 

 

 

 

 

 

 

Segment

 

 

Segment

 

 

Corporate

 

 

Total

 

 

 

(Amounts in thousands)

 

Employee termination benefits and other cash charges

 

$

3,833

 

 

$

89

 

 

$

252

 

 

$

4,174

 

Impairment of assets

 

 

4,288

 

 

 

1,305

 

 

 

 

 

 

5,593

 

 

 

$

8,121

 

 

$

1,394

 

 

$

252

 

 

$

9,767

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2017

 

 

 

DSD

 

 

Warehouse

 

 

Unallocated

 

 

 

 

 

 

 

Segment

 

 

Segment

 

 

Corporate

 

 

Total

 

 

 

(Amounts in thousands)

 

Employee termination benefits and other cash charges

 

$

24,914

 

 

$

5,633

 

 

$

3,982

 

 

$

34,529

 

Property, plant and equipment impairments

 

 

 

 

 

3,354

 

 

 

 

 

 

3,354

 

Trademark impairments

 

 

55,112

 

 

 

11,135

 

 

 

 

 

 

66,247

 

 

 

$

80,026

 

 

$

20,122

 

 

$

3,982

 

 

$

104,130

 

 

In fiscal 2018, employee termination benefits and other cash charges were primarily for severance related to the plant closure and relocation costs associated with the company reorganization which was completed in fiscal 2018, net of an adjustment of $0.6 million to the VSIP charge recognized in fiscal 2017.  On November 7, 2018, the company announced the closure of a DSD Segment manufacturing facility in Brattleboro, Vermont as part of the supply chain optimization initiative under Project Centennial.  The facility ceased operating at the end of fiscal 2018 and resulted in severance charges discussed above, as well as property, plant and equipment impairments of $2.7 million.  Additionally, we completed a product rationalization project in fiscal 2018 which resulted in the write-off of certain ingredient, packaging and advertising displays for discontinued items, and decided to sell a closed manufacturing facility acquired as part of the Acquired Hostess Bread Assets in fiscal 2013 and to close two manufacturing lines in other facilities resulting in asset impairments.

Employee termination benefits and other cash charges recorded in fiscal 2017 included the VSIP, severance related to other reorganizational initiatives, severance related to the plant closure, and relocation costs due to the ongoing company reorganization.  The VSIP was made available to certain employees who met the VSIP’s age, length-of-service, and business function criteria.  Approximately 325 employees elected to participate in the VSIP, and they accrued enhanced separation benefits totaling $29.7 million.  We paid $4.6 million of these benefits in fiscal 2017 and $24.2 million in fiscal 2018.  Other reorganizational initiatives we completed during the fourth quarter of fiscal 2017 resulted in severance charges of $2.0 million.  Additionally, on August 9, 2017, the company announced the closure of a Warehouse Segment snack cake plant in Winston-Salem, North Carolina as part of its supply chain optimization initiative under Project Centennial.  The facility closed in November of fiscal 2017 and a portion of the production was transitioned to other facilities.  Closure costs included the recognition of impairments related to property, plant and equipment of $3.4 million and severance costs of $1.0 million.  We incurred reorganization costs, primarily relocation costs, of $1.9 million during fiscal 2017.  We substantially completed the brand rationalization study in the third quarter of fiscal 2017, which resulted in $66.2 million of impairment charges for certain trademarks that we either no longer intend to use or plan to use on a more limited basis.

Impairment of assets.  In fiscal 2018, we impaired a $2.5 million non-IDP notes receivable because the counterparty defaulted on the note, and we recognized a $3.5 million property, plant and equipment impairment for a construction in process asset that was ultimately not placed into service.  In fiscal 2016, we recorded $15.0 million of asset impairment charges for certain trademarks of our DSD Segment, primarily resulting from a brand rationalization study we began in fiscal 2016 as part of Project Centennial.  This study was substantially completed in the third quarter of fiscal 2017.  Also in fiscal 2016, we recorded $9.9 million of impairments on certain assets held for sale of our DSD Segment, which were subsequently sold for proceeds of $7.4 million.  

Loss on inferior ingredients – During fiscal 2018, we recognized $7.4 million of currently identifiable and measurable costs associated with receiving inferior yeast and whey shipments.  We received a reimbursement of $4.2 million for costs associated with receiving inferior yeast during the third quarter of fiscal 2018.  The shipments of yeast were from one supplier and reduced product quality and disrupted production and distribution of foodservice and retail bread and buns at a number of the company’s bakeries during the second quarter of fiscal 2018.  The company also issued a voluntary recall on July 18, 2018 due to the potential of inferior whey shipments.  The costs associated with inferior whey were incurred during the third quarter of fiscal 2018.  To date in fiscal 2019, we have received reimbursement of $1.3 million from the supplier for costs associated with receiving inferior yeast.  Although we anticipate incurring additional losses, we are not currently able to estimate the amount of such loss.  We continue to seek recovery of all losses through appropriate means.  

26


 

Issuance of $400.0 million of senior notes and payoff of existing term loans.  On September 28, 2016, we issued $400.0 million of ten year senior notes (the “2026 notes”) which bear interest at 3.50% per annum.  Proceeds from the 2026 notes were used to repay debt currently outstanding under our then outstanding term loan facilities and for general corporate purposes, including repayment of a portion of our accounts receivable securitization facility (“the facility”).  Debt issuance costs of $1.9 million associated with the term loan facilities were recorded as interest expense in our fiscal 2016 results of operations.  

Pension plan settlement loss.  At the beginning of fiscal 2016, the company began offering retired and terminated vested pension plan participants not yet receiving their benefit payments the option to elect to receive their benefit as a single lump sum payment.  Settlement charges of $7.8 million, $4.6 million and $6.6 million for fiscal 2018, 2017 and 2016, respectively, were triggered as a result of lump sum distributions paid in each fiscal year.  Settlement charges may be triggered in fiscal 2019 depending on the level of lump sum distributions elected by eligible plan participants. On September 28, 2018, the Board of Directors approved a resolution to terminate the Flowers Foods, Inc. Retirement Plan No. 1, effective December 31, 2018.  The plan was closed to new participants on January 1, 1999 and benefit accruals were previously frozen on or before August 1, 2008.  The company has commenced the plan termination process and expects to distribute a portion of the pension plan assets as lump sum payments during early 2020 with the remaining balance transferred to an insurance company in the form of an annuity.  The total payments distributed will depend on the lump sum offer participation rate of eligible participants.  Based on the estimated value of assets held in the plan, the company currently estimates that a cash contribution of approximately $5.0 million to $35.0 million will be required to fully fund the plan’s liabilities at termination.  In addition, based on current assumptions, the company estimates a final non-cash settlement charge of approximately $125.0 million.

Multi-employer pension plan withdrawal costs (“MEPP” costs).  On August 18, 2017, the union participants of the MEPP Fund at our Lakeland, Florida plant voted to withdraw from the MEPP Fund in the most recent collective bargaining agreement.  This resulted in the recognition of an $18.3 million pension plan withdrawal liability (including transition payments) in the DSD Segment in the third quarter of fiscal 2017.  During the first quarter of fiscal 2018, this amount was revised for the final settlement and we recorded an additional $2.3 million of liability.  The transition payments of $3.1 million were made on November 3, 2017.  Of the remaining balance, we paid $0.2 million during the first quarter of fiscal 2018 and the balance was paid in the second quarter of fiscal 2018.

Legal settlements.  In fiscal 2018, 2017, and 2016, we reached agreements to settle distributor-related litigation in the aggregate amount of $18.7 million, $6.0 million, and $10.5 million, respectively, including plaintiffs’ attorney fees.  These amounts were recorded in the DSD Segment in the selling, distribution and administrative expenses line item.  Additionally, in fiscal 2018, we reached agreements to settle other non-IDP matters in the amount of $2.8 million, of which $1.7 million was recorded in the DSD Segment and $1.1 million was recorded in the Warehouse Segment, in the selling, distribution and administrative expenses line item.

Income tax benefit related to the impact of the Tax Cuts and Jobs Act of 2017.  In the fourth quarter of fiscal 2017, we recognized an income tax benefit of $48.2 million related to the estimated benefit of the Act which was enacted on December 22, 2017.  The benefit primarily resulted from the revaluation of the company’s net deferred tax liability as of a result of the decrease in the corporate tax rate. In fiscal 2018, we recognized an additional benefit of $5.6 million as an adjustment to the fiscal 2017 amount.

Canyon Bakehouse LLC acquisition.  On December 14, 2018, we completed the acquisition of Canyon, a privately held, gluten-free baking company in Johnstown, Colorado, for approximately $205.2 million total consideration.  Canyon operates one production facility in Johnstown, Colorado and the assets are included in both our DSD and Warehouse Delivery segments for financial reporting purposes. The Canyon Bakehouse brand is the fastest-growing gluten-free bread loaf brand in the U.S.  We funded the purchase price of the Canyon acquisition with cash on hand and borrowings under the facility and incurred acquisition-related expenses of $4.5 million.  Canyon’s results of operations for the period from December 14, 2018 through December 29, 2018 have been excluded from our consolidated results due to immateriality and will be reported in our first quarter of fiscal 2019.

Reporting Periods.    The company operates on a 52-53 week fiscal year ending the Saturday nearest December 31. Fiscal 2018, 2017 and 2016 consisted of 52 weeks.  Fiscal 2019 will consist of 52 weeks.

Reclassification of certain prior year amounts – Due to the change in the presentation of pension cost (benefit) other than service cost as a result of new accounting guidance, as well as certain organizational changes we have implemented as of the beginning of fiscal 2018, we have reclassified prior year amounts for comparability.  Refer to Notes to Consolidated Financial Statements of this Form 10-K for additional information.  Due to the organizational changes, we have restructured our discussion of segment operations below.  

EXECUTIVE OVERVIEW

We are the second largest producer and marketer of packaged bakery foods in the U.S. with fiscal 2018 sales of $4.0 billion.  We operate in the highly competitive fresh bakery market and our product offerings include fresh breads, buns, rolls, snack cakes and tortillas, as well as frozen breads and rolls.  Our business is currently managed based on delivery method of our products and we have

27


 

two segments:  DSD Segment and Warehouse Segment.  We operate 47 plants in 18 states that produce a wide range of breads, buns, rolls, snack cakes, and tortillas.  See Item 1., Business, of this Form 10-K for information regarding our segments, customers and brands, business strategies, strengths and core competencies, and competition and risks.  

Summary of Operating Results, Cash Flows and Financial Condition:

Sales in fiscal 2018 increased 0.8% as compared to fiscal 2017 due to continued sales growth for our branded organic products and positive price/mix, partially offset by volume declines for other branded products and in the non-retail channel and the impact of inferior ingredients. Sales decreased 0.2% in fiscal 2017 compared to the prior fiscal year primarily as a result of the divestiture of the mix manufacturing business in January 2017 and softness in the fresh bakery category, partially offset by significant sales growth for our branded organic products.

Net income increased 4.7% in fiscal 2018 as compared to fiscal 2017 primarily due to significantly lower restructuring and related impairment charges, MEPP costs and Project Centennial consulting costs as compared to the prior year, partially offset by the income tax benefit recognized from passage of the Act and the gain on divestiture, both recognized in the prior year.  Increased legal settlements, higher commodity prices, and the impact of inferior ingredients also impacted current year earnings, net of the benefit of the VSIP, lower employee compensation costs and decreased tax rates.  Net income decreased 8.3% in fiscal 2017 as compared to fiscal 2016 primarily due to the restructuring and related impairment charges, the MEPP costs and incremental Project Centennial consulting costs, partially offset by the income tax benefit recognized from passage of the Act, the current year gain on divestiture and the prior year asset impairment charges.

In fiscal 2018, we generated net cash flows from operations of $295.9 million, made cash payments of $200.2 million for the Canyon acquisition, and invested $99.4 million in capital expenditures.  We increased our total indebtedness by $173.3 million primarily as a result of borrowings under the facility to fund the Canyon acquisition, and extended the maturity date of the facility to September 27, 2020.  We paid $150.2 million in dividends to our shareholders in fiscal 2018.  In fiscal 2017, we generated net cash flows from operations of $297.4 million and invested $75.2 million in capital expenditures.  We reduced our total indebtedness $124.0 million and paid $141.0 million in dividends to our shareholders.    

Industry Trends

The chart below details the sales change in dollars and units of the Fresh Packaged Breads category for the years 2016, 2017 and 2018:  

 

 

 

We hold a 16.0 dollar share of the Fresh Packaged Breads category. (Source: Flowers Custom Database – IRI Total US MultiOutlet + Convenience Store for the 52 weeks ending 12/30/18)

 

We hold an 7.9 dollar share of the Commercial Cake category. (Source: Flowers Custom Database – IRI Total US MultiOutlet + Convenience Store for the 52 weeks ending 12/30/18)

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The Fresh Packaged Breads category is highly competitive.

 

We anticipate our growth will be driven by our organic bread brands and the addition of gluten-free bakery items partially offset by softer demand for some of our other product offerings.  

Critical Accounting Estimates

The company’s discussion and analysis of its results of operations and financial condition are based upon the Consolidated Financial Statements of the company, which have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The preparation of these financial statements requires the company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of the revenues, expenses, and cash flows during the reporting period. On an ongoing basis, the company evaluates its estimates, including those related to customer programs and incentives, bad debts, raw materials, inventories, long-lived assets, intangible assets, income taxes, restructuring, pensions and other post-retirement benefits, and contingencies and litigation. The company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The selection and disclosure of the company’s critical accounting estimates have been discussed with the company’s audit committee. Note 2, Summary of Significant Accounting Policies, of Notes to Consolidated Financial Statements of this Form 10-K includes a summary of the significant accounting policies and methods used in the preparation of the Consolidated Financial Statements.  The following table lists, in no particular order of importance, areas of critical assumptions and estimates used in the preparation of the Consolidated Financial Statements.  Additional detail can be found in the following notes:

 

Critical Accounting Estimate

 

Note

 

Revenue recognition

 

 

 

Derivative financial instruments

 

 

12

 

Long-lived assets

 

 

 

Goodwill and other intangible assets

 

 

10

 

Self-insurance reserves

 

 

24

 

Income tax expense (benefit) and accruals

 

 

23

 

Postretirement plans

 

 

22

 

Stock-based compensation

 

 

19

 

Commitments and contingencies

 

 

24

 

 

Revenue Recognition.    Revenue is recognized when obligations under the terms of a contract with our customers are satisfied. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services.  The company records both direct and estimated reductions to gross revenue for customer programs and incentive offerings at the time the incentive is offered or at the time of revenue recognition for the underlying transaction that results in progress by the customer towards earning the incentive. These allowances include price promotion discounts, coupons, customer rebates, cooperative advertising, and product returns. Consideration payable to a customer is recognized at the time control transfers and is a reduction to revenue.   The recognition of costs for promotion programs involves the use of judgment related to performance and redemption estimates. Estimates are made based on historical experience and other factors. Price promotion discount expense is recorded as a reduction to gross sales when the discounted product is sold to the customer.

Derivative Financial Instruments.    The company’s cost of primary raw materials is highly correlated to certain commodities markets. Raw materials, such as our baking ingredients, experience price fluctuations. If actual market conditions become significantly different than those anticipated, raw material prices could increase significantly, adversely affecting our results of operations. We enter into forward purchase agreements and other derivative financial instruments qualifying for hedge accounting to manage the impact of volatility in raw material prices. The company measures the fair value of its derivative portfolio using fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal market for that asset or liability. When quoted market prices for identical assets or liabilities are not available, the company bases fair value on internally developed models that use current market observable inputs, such as exchange-quoted futures prices and yield curves.  See Note 3, Recent Accounting Pronouncements, of Notes to Consolidated Financial Statements of this Form 10-K for information regarding the FASB’s hedge accounting guidance issued in August 2017, which the company early adopted in the first quarter of fiscal 2018.

29


 

Valuation of Long-Lived Assets, Goodwill and Other Intangible Assets.    The company records an impairment charge to property, plant and equipment, goodwill and intangible assets in accordance with applicable accounting standards when, based on certain indicators of impairment, it believes such assets have experienced a decline in value that is other than temporary. Future adverse changes in market conditions or poor operating results of these underlying assets could result in losses or an inability to recover the carrying value of the asset that may not be reflected in the asset’s current carrying value, thereby possibly requiring impairment charges in the future. Impairment charges recorded in fiscal 2018, 2017 and 2016 are discussed above in the “Matters Affecting Comparability” section.

The company evaluates the recoverability of the carrying value of its goodwill on an annual basis or at a time when events occur that indicate the carrying value of the goodwill may be impaired using a two-step process. We have elected not to perform the qualitative approach. The first step of this evaluation is performed by calculating the fair value of the business segment, or reporting unit, with which the goodwill is associated. Our reporting units are at the segment level. Each segment consists of several components. These components are aggregated by their respective delivery method into the Warehouse Segment and DSD Segment. These segments rely on reciprocal baking among their components, cross-selling their products/brands within the segment, and utilizing the same delivery method. Marketing, research and development and capital projects are measured at the segment level. We believe these factors support our reporting unit classifications. This fair value is compared to the carrying value of the reporting unit, and if less than the carrying value, the goodwill is evaluated for potential impairment under step two. Under step two of this calculation, goodwill is measured for potential impairment by comparing the implied fair value of the reporting unit’s goodwill, determined in the same manner as a business combination, with the carrying amount of the goodwill.

Our annual evaluation of goodwill impairment requires management judgment and the use of estimates and assumptions to determine the fair value of our reporting units. Fair value is estimated using standard valuation methodologies incorporating market participant considerations and management’s assumptions on revenue, revenue growth rates, operating margins, discount rates, and EBITDA (defined as earnings before interest, taxes, depreciation and amortization). Our estimates can significantly affect the outcome of the test. We perform the fair value assessment using the income and market approach. We use this data to complete a separate fair value analysis for each reporting unit. Changes in our forecasted operating results and other assumptions could materially affect these estimates. This test is performed in the fourth quarter of each fiscal year unless circumstances require this analysis to be completed sooner. The income approach is tested using a sensitivity analysis to changes in the discount rate and yield a sufficient buffer to significant variances in our estimates. The estimated fair values of our reporting units exceeded our carrying values in excess of a minimum of $422 million in each reporting unit in fiscal 2018. Based on management’s evaluation, no impairment charges relating to goodwill were recorded for the fiscal years 2018, 2017 or 2016.

In connection with acquisitions, the company has acquired trademarks, customer lists, and non-compete agreements, a portion of which are amortizable. The company evaluates these assets whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The undiscounted future cash flows of each intangible asset are compared to the carrying amount, and if less than the carrying value, the intangible asset is written down to the extent the carrying amount exceeds the fair value. The fair value is computed using the same approach described above for goodwill and includes the same risks and estimates. The fair value of the trademarks could be less than our carrying value if any of our four material assumptions in our fair value analysis: (a) weighted average cost of capital; (b) long-term sales growth rates; (c) forecasted operating margins; and (d) market multiples do not meet our expectations, thereby requiring us to record an asset impairment. We use the multi-period excess earnings and relief from royalty methods to value these intangibles. The method used for impairment testing purposes is consistent with the valuation method employed at acquisition of the intangible asset.  Impairment charges recorded in fiscal 2017 related to amortizable intangible assets totaled $47.7 million and are discussed above in the “Matters Affecting Comparability” section.  There were no impairment charges related to amortizable intangible assets for fiscal years 2018 or 2016.

As of December 29, 2018, the company also owns $206.6 million of trademarks acquired in acquisitions that are indefinite-lived intangible assets not subject to amortization. The company evaluates the recoverability by comparing the fair value to the carrying value of these intangible assets on an annual basis or at a time when events occur that indicate the carrying value may be impaired. In addition, the assets are evaluated to determine whether events and circumstances continue to support an indefinite life. The fair value is compared to the carrying value of the intangible asset, and if less than the carrying value, the intangible asset is written down to fair value. There are certain inherent risks included in our expectations about the performance of acquired trademarks and brands. If we are unable to implement our growth strategies for these acquired intangible assets as expected, it could adversely impact the carrying value of the brands. The fair value of the trademarks could be less than our carrying value if any of our four material assumptions in our fair value analysis: (a) weighted average cost of capital; (b) long-term sales growth rates; (c) forecasted operating margins; and (d) market multiples do not meet our expectations, thereby requiring us to record an asset impairment.  As discussed above, during fiscal years 2017 and 2016, we recorded asset impairment charges of $18.5 million and $15.0 million, respectively, on certain indefinite-lived trademarks and determined these trademarks no longer are deemed to have an indefinite life.  

30


 

Self-Insurance Reserves.    We are self-insured for various levels of general liability, auto liability, workers’ compensation, and employee medical and dental coverage. Insurance reserves are calculated on an undiscounted basis and are based on actual claim data and estimates of incurred but not reported claims developed utilizing historical claim trends. Projected settlements and incurred but not reported claims are estimated based on pending claims and historical trends and data. Though the company does not expect them to do so, actual settlements and claims could differ materially from those estimated. Material differences in actual settlements and claims could have an adverse effect on our financial condition and results of operations.

Income Tax Expense (Benefit) and Accruals.    The annual tax rate is based on our income, statutory tax rates, and tax planning opportunities available to us in the various jurisdictions in which we operate. Changes in statutory rates and tax laws in jurisdictions in which we operate may have a material effect on the annual tax rate. The effect of these changes, if any, would be recognized as a discrete item upon enactment.

Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenues and expenses. Deferred tax assets and liabilities are measured based on the enacted tax rates that will apply in the years in which the temporary differences are expected to be recovered or paid. As such, in December 2017, the company revalued its deferred tax assets and liabilities as a result of passage of the Act.  Additional information on the tax impacts of the Act is presented in Note 23, Income Taxes, of Notes to Consolidated Financial Statements of this Form 10-K.

Our income tax expense, deferred tax assets and liabilities, and reserve for uncertain tax benefits reflect our best assessment of future taxes to be paid in the jurisdictions in which we operate. The company records a valuation allowance to reduce its deferred tax assets if we believe it is more likely than not that some or all of the deferred assets will not be realized. While the company considers future taxable income and ongoing prudent and feasible tax strategies in assessing the need for a valuation allowance, if these estimates and assumptions change in the future, the company may be required to adjust its valuation allowance, which could result in a charge to, or an increase in, income in the period such determination is made.  

Periodically, we face audits from federal and state tax authorities, which can result in challenges regarding the timing and amount of income or deductions. We provide reserves for potential exposures when we consider it more likely than not that a taxing authority may take a sustainable position on a matter contrary to our position. We evaluate these reserves on a quarterly basis to ensure that they have been appropriately adjusted for events, including audit settlements that may impact the ultimate payment of such potential exposures. While the ultimate outcome of audits cannot be predicted with certainty, we do not currently believe that current or future audits will have a material adverse effect on our consolidated financial condition or results of operations. The company is no longer subject to federal examination for years prior to fiscal 2015.

Postretirement Plans.    The company records pension costs and benefit obligations related to its defined benefit plans based on actuarial valuations. These valuations reflect key assumptions determined by management, including the discount rate, expected long-term rate of return on plan assets and mortality. Material changes in pension costs and in benefit obligations may occur in the future due to experience that is different than assumed and changes in these assumptions.

Effective January 1, 2006, the company curtailed its largest defined benefit plan (“Plan No. 1”) that covered the majority of its workforce. Benefits under this plan are frozen, and no future benefits will accrue under this plan.  In addition to Plan No. 1, the company sponsors an ongoing defined benefit pension plan for union employees (“Plan No. 2”) and a frozen nonqualified plan covering former Tasty executives.

On January 1, 2016, the company began providing retired and terminated vested pension plan participants who have not yet started their payments the option to receive their benefit as a single lump sum payment.  Participants can elect this option when they retire or when they leave the company.  This change supports our long-term pension risk management strategy.  Lump sum payments made in 2017 and 2016 triggered settlement charges as detailed in the table below (amounts in thousands).  Based on activity in 2018, primarily related to the VSIP, the company recorded settlement charges in each of the quarters of fiscal 2018.  The company recorded pension income on our qualified defined benefit plans and nonqualified plan in fiscal 2018, 2017 and 2016 as detailed in the table below (amounts in thousands).  We expect pension cost of approximately $3.0 million on our qualified defined benefit plans and nonqualified plan for fiscal 2019 excluding any potential settlement losses.  

 

 

 

Fiscal 2018

 

 

Fiscal 2017

 

 

Fiscal 2016

 

 

 

52 weeks

 

 

52 weeks

 

 

52 weeks

 

Pension cost (income)

 

$

815

 

 

$

(5,320

)

 

$

(4,451

)

Pension plan settlement loss

 

 

7,781

 

 

 

4,649

 

 

 

6,646

 

Net pension cost (income)

 

$

8,596

 

 

$

(671

)

 

$

2,195

 

 

31


 

In 2016, we refined the method used to estimate service cost and interest cost components of net periodic benefit costs.  Historically, we estimated the service cost and interest cost components using a single weighted average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period.  Currently, we use a spot rate approach to estimate these components of benefit cost by applying the specific spot rates along the yield curve to the relevant projected cash flows, as we believe this provides a better estimate of service and interest costs.  We considered this a change in estimate and accordingly, accounted for it on a prospective basis beginning in 2016.  This change does not affect the measurement of our total benefit obligation.

On September 28, 2018, the Board approved the termination of the Flowers Foods, Inc. Retirement Plan No. 1.  Therefore, the benefit obligations as of December 31, 2018 for Plan No. 1 were valued reflecting the plan termination cost to settle the obligations.  The single effective discount rate used to derive the estimated plan termination obligation was used to develop interest cost.  This approach does not use the mechanics of the granular calculation that was used for measurements prior to September 30, 2018.   The movement away from the granular approach for Plan No. 1 is considered a more precise estimation approach given the fact that assets are expected to be distributed within the next eighteen months.  

On December 31, 2017, the company adopted a de-risking investment strategy for its pension assets.  As the funded status of the plans increases, over time the targeted allocation to return seeking assets will be reduced and the targeted allocation to fixed-income assets will be increased to better manage the company’s pension liability and reduce funded status volatility.  After the Board approved the termination of Plan No. 1, the plan administrator separated the assets of Plan No. 1 and Plan No. 2 on December 31, 2018.  Based on the funded status of the plans as of December 31, 2018, the asset allocation for each of the Flowers Foods’ pension plans has been adjusted as follows:

Plan No. 1: to 90 to 100% fixed-income securities, and 0-10% short-term investments and cash.  

Plan No. 2: to 0 to 80% equity securities, 20-100% fixed-income securities, and 0-10% short-term investments and cash.  

For the details of our pension plan assets, see Note 22, Postretirement Plans, of Notes to Consolidated Financial Statements of this Form 10-K.

In developing the expected long-term rate of return on plan assets at each measurement date, the company considers the plan assets’ historical actual returns, targeted asset allocations, and the anticipated future economic environment and long-term performance of the individual asset classes, based on the company’s investment strategy.  While appropriate consideration is given to recent and historical investment performance, the assumption represents management’s best estimate of the long-term prospective return.  Further, pension costs do not include an explicit expense assumption, and therefore the return on assets rate reflects the long-term expected return, net of expenses.  Based on these factors, the long-term rate of return assumption for the plans was set at 6.4% for fiscal 2018 and 5.2% (Plan No. 1) and 7.4% (Plan No. 2) for fiscal 2019.  The change in assumption from fiscal 2018 to fiscal 2019 was the result of the change in the asset allocation referenced above.  

The company utilizes the Society of Actuaries’ (“SOA”) published mortality tables and improvement scales in developing their best estimates of mortality. In October 2014, the SOA published final reports on their “standard” mortality table (“RP-2014”) and mortality improvement scale (“MP-2014”).  In 2018, the SOA published a revised mortality improvement scale (“MP-2018”).  Based on an evaluation of the information released in 2018, the company updated the mortality assumptions for purposes of measuring pension benefit obligations at year-end 2018. The company will continue to use the standard mortality tables and mortality improvement scale with adjustments to the base table as applicable: 30% adjustment for Plan No. 1, based on experience within the plan, blue collar adjustment for Plan No. 2 and no adjustment for the nonqualified plan.

The company determines the fair value of substantially all of its plans’ assets utilizing market quotes rather than developing “smoothed” values, “market related” values, or other modeling techniques.  Plan asset gains or losses in a given year are included with other actuarial gains and losses due to remeasurement of the plans’ projected benefit obligations (“PBO”). If the total unrecognized gain or loss exceeds 10% of the larger of (i) the PBO or (ii) the market value of plan assets, the excess of the total unrecognized gain or loss is amortized over the expected average future lifetime of participants in the frozen pension plans.  Prior service cost or credit, which represents the effect on plan liabilities due to plan amendments, is amortized over the average remaining service period of active covered employees. The total unrecognized loss and prior service cost in accumulated other comprehensive income (“AOCI”) as of December 29, 2018 for the pension plans the company sponsors was $142.9 million. Amortization of this unrecognized loss and prior service cost during fiscal 2019 is expected to be approximately $7.5 million. To the extent that this unrecognized loss and prior service cost is subsequently recognized, the loss will increase the company’s pension costs in the future.

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A sensitivity analysis of fiscal 2018 pension costs on a pre-tax basis and year-end benefit obligations for our qualified plans is presented in the table below (amounts in thousands) to changes in the discount rate and expected long-term rate of return on plan assets (“EROA”):

 

Percentage increase (decrease)

 

0.25%

Discount Rate

 

 

(0.25%)

Discount Rate

 

 

0.25%

EROA

 

 

(0.25%)

EROA

 

Estimated change in FY 2018 pension costs

 

$

(280

)

 

$

289

 

 

$

(832

)

 

$

832

 

Estimated change in FY 2018 year-end benefit

   obligations

 

$

(8,868

)

 

$

9,263

 

 

N/A

 

 

N/A

 

 

In fiscal 2019, the company expects to make a $2.5 million contribution to our qualified pension plans, and expects to pay $0.3 million in nonqualified pension benefits from corporate assets during fiscal 2019.

Stock-based compensation.    Stock-based compensation expense for all share-based payment awards granted is determined based on the grant date fair value. The company recognizes these compensation costs net of an estimated forfeiture rate, and recognizes compensation cost only for those shares expected to vest on a straight-line basis over the requisite service period of the award, which is generally the vesting term of the share-based payment award.

We grant performance stock awards that separately have a market and performance condition. The expense computed for the total shareholder return shares (“TSR”) is fixed and recognized on a straight-line basis over the vesting period. The expense computed for the return on invested capital (“ROIC”) shares can change depending on the attainment of performance condition goals. The expense for the ROIC shares can be within a range of 0% to 125% of the target. There is a possibility that this expense component will change in subsequent quarters depending on how the company performs relative to the ROIC target. The payouts for the TSR and ROIC shares to be issued in fiscal 2019 (on the 2017 awards) are estimated to be 153% and 75%, respectively.  See Note 19, Stock-Based Compensation, of Notes to Consolidated Financial Statements of this Form 10-K for additional information.  No awards were granted to employees by our Board of Directors in fiscal 2018.

Commitments and contingencies.  The company and its subsidiaries from time to time are parties to, or targets of, lawsuits, claims, investigations and proceedings, including personal injury, commercial, contract, environmental, antitrust, product liability, health and safety and employment matters, including lawsuits related to the independent distributors, which are being handled and defended in the ordinary course of business.  Loss contingencies are recorded at the time it is probable an asset is impaired or a liability has been incurred and the amount can be reasonably estimated.  For litigation claims, the company considers the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the loss.  Losses are recorded in selling, distribution and administrative expense in the Consolidated Statements of Income.

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Results of Operations

The company’s results of operations, expressed as a percentage of sales, are set forth below for fiscal 2018 and 2017 (by segment):

 

 

 

 

 

 

 

 

 

 

 

Percentage of Sales

 

 

Increase (Decrease)

 

 

 

Fiscal 2018

 

 

Fiscal 2017

 

 

Fiscal 2018

 

 

Fiscal 2017

 

 

Dollars

 

 

%

 

 

 

52 weeks

 

 

52 weeks

 

 

52 weeks

 

 

52 weeks

 

 

 

 

 

 

 

 

 

 

 

(Amounts in thousands, except percentages)

 

Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DSD Segment

 

$

3,340,047

 

 

$

3,318,563

 

 

 

84.5

 

 

 

84.6

 

 

$

21,484

 

 

 

0.6

 

Warehouse Segment

 

 

611,805

 

 

 

602,170

 

 

 

15.5

 

 

 

15.4

 

 

 

9,635

 

 

 

1.6