J.T. Rieck - Managing Director of Investor Relations/Financial Analysis, Flowers Foods, Inc.

Allen L. Shiver - President, Chief Executive Officer & Director R.

Steve Kinsey - Chief Financial Officer & Executive Vice President

Farha Aslam - Stephens, Inc. Eric R.

Katzman - Deutsche Bank Securities, Inc. Timothy S.

Ramey - Pivotal Research Group LLC Amit Sharma - BMO Capital Markets (United States) William Chappell - SunTrust Robinson Humphrey Brett Michael Hundley - BB&T Capital Markets

Thank you, Ellen, and good morning, everyone. Our third quarter results were released yesterday after the market closed.

You can find a copy of the earnings release posted on our website along with a set of slides supporting our discussion this morning. Finally, the 10-Q was filed earlier this morning with the SEC.

Before we begin, I remind you that our presentation today may include forward-looking statements about our company's performance. Although, we believe those statements to be reasonable, they are subject to risks and uncertainties that could cause actual results to differ materially.

In addition to matters we will discuss during the call, important factors relating to Flowers Foods' business are detailed fully in our SEC filings. Participating on our call today are Allen Shiver, Flowers Foods' President and Chief Executive Officer; and Steve Kinsey, our Executive Vice President and Chief Financial Officer.

Following their prepared remarks, we'll open the call to your questions. Now, it's my pleasure to introduce our President and CEO, Allen Shiver.

Thank you, J.T., and good morning, everyone. Thank you for joining our call.

On a comparable basis to last year, we grew sales and expanded margins. Our adjusted EBITDA increased 6.1% and our adjusted EPS is up 9.5%.

Flowers' consolidated sales were up 4.8%. Volume increased 3.6%.

Price mix was flat and the DKB acquisition contributed 1.2%. Our branded retail sales increased 4.9% during the quarter, or 2.9% excluding DKB.

Wonder, Nature's Own and our other white and soft variety bread brands performed well. Tastykake also had strong sales growth.

As we saw during the second quarter, our snack cake business is turning around. IRI data shows Flowers dollar share up 2.6% with price mix offsetting flat unit volume.

Direct-store-delivered Tastykake is driving our cake business. IRI reports Tastykake retail sales were up 6%, with unit volume contributing 4.5% and positive price mix.

Looking at the IRI data, Flowers' share of fresh packaged breads increased to 14.1, up 0.2 share points. Overall category growth of fresh packaged breads was up 1.4%.

For the category, price mix was up 1.8%, offsetting down unit volumes. As in the second quarter, store brand continues to lose share, with unit volumes down 2.4%.

Moving forward, our team is executing on three initiatives to drive our branded sales of both bread and cake. First, we are broadening distribution of our brands.

Not only are we expanding the geographical reach of our DSD network by entering new markets, we are also growing sales in those markets that we've entered in the past five years. This quarter, expansion markets contributed 1.2% to our overall sales growth.

We are working hard to keep this momentum. Our recently opened bakery in Lenexa, Kansas is running well, producing fresh product for Kansas City and surrounding areas.

Time and time again, we've found retailers and consumers recognize the value of Flowers' excellent service combined with locally-produced fresh bakery products. Broader distribution is not limited to our expansion markets.

Despite strong competition, Tastykake has grown sales by leveraging Flowers' DSD network in both core and expansion markets. A key strategic rationale, when we acquired Tastykake, was to take the brand beyond its core Philadelphia market.

The team has done a great job on that front, with expanded distribution driving the branded sales growth. Our success integrating Tastykake products into our DSD network gives me confidence that we will execute on our plans to add Dave's Killer Bread items to our DSD routes, and extend the reach of DKB beyond the Pacific Northwest.

The second factor driving our branded sales is the success we've had identifying how best to position our brands in different markets. We have clarified our brand positioning for our national and regional brands, and created a strategic assortment that meets the needs of consumers wherever they are, geographically or economically.

This process has also allowed us to streamline our product mix, enabling our distributors to be more efficient and effective. And these efforts are leading to share and profitability improvements.

Our third initiative to grow branded sales is introducing new products. Earlier this year, we introduced a Right Sized loaf under our Cobblestone Bread Company brand in select test markets.

The CBC Right Sized specialty bread has unique varieties of bread that consumers want, but in a smaller size. After the successful test, we've rolled out CBC Right Sized items across our DSD network, and the response from consumers has been great.

According to IRI, Cobblestone had the greatest unit increase in the specialty premium category during the third quarter. Between our organic bread offerings and CBC, we have a sound strategy to grow our share of the specialty premium category.

Our innovation in the snack cake category continues. For Tastykake, our ever-changing, seasonal flavors continue to be a huge hit with consumers, bringing excitement to the category and driving impulse purchases.

In addition to the new Mini Cupcakes I mentioned on the call last quarter, we've rolled out new single-serve items and flavors under our warehouse-delivered Mrs. Freshley's brand.

On a consolidated basis, our non-retail sales grew 6.7% due to volume gains from our foodservice customers. We're seeing nice gains from QSR accounts, foodservice distributors, and from independent restaurant operators.

Now, for an update on our recent organic bread acquisitions; as we've already announced, we finalized DKB on September the 14th, and Alpine Valley on October the 13th. We've all been working hard to integrate the businesses and execute on our growth plans.

We're now adding DKB to our existing West Coast direct-store-delivery network and working quickly to increase capacity and expand distribution in our core markets. Our retailers are eager to have these brands on their shelves, and we are working closely with them in preparation for their spring shelf resets.

Even with all the activity, an absolutely critical aspect of the integration has been the attention we put on making sure that even as these companies come together, the quality and integrity of their products and the culture of their team is respected and preserved. By leveraging our long experience growing strong brands, we are working to increase the availability of DKB and Alpine Valley products, all the while staying true to the ideals that attracted consumers to these brands in the first place.

Before I turn it over to Steve Kinsey, our CFO, I want to say that this is an exciting time for Flowers. Our team is doing a great job.

New brands, new products, and new markets, are all driving sales and increasing profits. Now, let's have Steve give us a review of the financials.

Thank you, Allen, and good morning, everyone. During the quarter, there were three items that affected year-over-year comparability and were excluded from our adjusted results.

First, we incurred acquisition-related cost of approximately $5 million, primarily legal and banking fees. Second, we closed our Morristown, Tennessee, facility which resulted an approximately $736,000 of one-time costs; and then finally, in the third quarter of 2014, we recognized a gain of approximately $1 million related to the Leo's Foods divestiture.

For more detail on these items, please reference the non-GAAP reconciliations at the end of our press release. On a consolidated basis in the quarter, our gross margins as a percent of sales were flat year-over-year, while our adjusted selling, distribution and administrative costs fell as a percent of sales by 20 basis points, resulting in our adjusted EBITDA margin increasing by 10 basis points to 11.8% of sales for the quarter.

There were several puts and takes affecting adjusted EBITDA margin this quarter. As a percent of sales, input costs declined 60 basis points, driven by sales improvement and lower ingredient costs.

However, workforce-related costs and purchases of Dave's Killer Bread products from co-packers each increased 30 basis points, offsetting the input cost declines. For the DSD segment, adjusted EBITDA margin as a percent of sales expansion was driven primarily by higher sales and a lower ingredient cost as a percent of sales, offset by outside purchases of the Dave's Killer Bread products, and to a lesser extent, higher workforce-related costs.

The contraction in the Warehouse segment's adjusted EBITDA margin was due to lower efficiencies, higher egg (10:51) prices and increased employee incentive costs. By combining Dave's Killer Bread and Alpine Valley, we'll begin to capture production and capacity synergies.

As we expand distribution of these brands and locate production closer to consumers, we will improve our margins and more importantly, improve product freshness. As I've mentioned in previous calls this year, corporate costs remain elevated, due primarily to higher consulting and legal costs.

Consulting costs should abate as we complete some key initiatives, while legal costs will remain variable quarter-to-quarter. Third quarter carrying costs associated with the acquired Hostess bakeries were $2.5 million, bringing the year-to-date total carrying costs to $10.5 million.

We still have nine closed bakeries. Six remain under evaluation and we continue to market three non-strategic facilities.

Interest expense in the quarter was down year-over-year due to a lower average outstanding debt balance as compared to the third quarter last year. Interest income increased slightly due to the increases in our notes receivable from the sale of Ralph's.

We ended the quarter with total debt of $897 million, including the debt incurred to complete the Alpine acquisition early in the fourth quarter. Our pro forma debt is approximately $1 billion, putting our trailing 12-month debt to adjusted EBITDA ratio at 2.2 times.

As in the past, debt reduction will remain a key focus so we can remain flexible to take advantage of future strategic acquisitions. Since the third quarter of 2013, we've had strong cash flow generation, which has allowed us to reduce our debt substantially, increase our dividend and repurchase shares.

The reported tax rate was 36.4% in the quarter as compared to 35.3% in the year ago quarter. One of the primary items impacting the rate was certain non-deductible acquisition-related costs.

Overall, the rate was negatively impacted approximately 90 basis points. This brings us to the bottom line.

Adjusted earnings per share for the quarter was up 9.5% to $0.23 per share, in line with First Call consensus as compared to $0.21 per share during the prior year third quarter. In the release, we updated our guidance.

We now expect sales for the fiscal year to be in the range of $3.818 billion and $3.842 billion or 1.8% to 2.5% growth over the 53-week fiscal 2014. Adjusted EPS is expected to be in the range of $0.96 per share to $0.98 per share.

We continue to expect capital expenditures to be in the range of $85 million to $95 million. Our updated guidance now includes the recent acquisitions, which are anticipated to contribute approximately $50 million to $55 million to fiscal 2015 sales and to be neutral to adjusted EPS.

As you may recall, 2014 was a 53-week year. That week positively impacted sales approximately 1.7% in fiscal 2014, creating a headwind for fiscal 2015.

The adjusted revenue guidance imply the 0.5% to 1% increase on a full year basis for the core business, which is at the bottom of our initial guidance range. We will provide 2016 guidance on our fourth quarter and full year 2015 call in February.

Including the recent acquisitions, we now forecast the full year fiscal 2015 depreciation and amortization to be approximately $130 million to $131 million and full year interest expense to be approximately $27 million to $28 million. These items will also be elevated in fiscal 2016 over the 2015 amounts due primarily to the impact of the recent acquisitions.

Focusing on the remainder of the year and looking ahead, we are excited about the growth opportunity the recent acquisitions bring to us. Cash flow continues to be strong, and this will allow us to focus on debt repayment as we continue to fund dividend, capital expenditures, and share repurchases.

Thank you for your interest. And now, I'll turn the call back to Allen.

Thank you, Steve. From both an operational and a financial perspective, we've had good performance so far this year.

That is the result of the team leveraging their years of experience and executing on their goals, but we're always looking to improve. Our updated outlook recognizes that there are things that we can do better, and we are focused on making those improvements.

Flowers is in a great position, with strong brands and plenty of opportunity to gain market share. Our recent acquisitions of organic brands, Dave's Killer Bread and Alpine Valley Bread, allow us to take full advantage of the growing market for organic foods.

As Steve mentioned, we remain committed to achieving an appropriate financial position that allows us to take advantage of future opportunities and create value for our shareholders. Now, Ellen, if you would open the line for our questions, please?

Hi. Good morning.

Good morning, Farha.

Allen, a question about your updated guidance. It's on the lower end of your previous range.

Could you just give us some color of what were the factors that made you think that probably the lower end is a better place to be?

Farha, looking at sales as we've gone in to this quarter, sales were a little softer in the first few weeks. That's one factor.

The other is that we've had to accelerate some of the integration activity that we had planned for both Dave's and Alpine, creating some additional expense there. But, Farha, as far as our long-term outlook, very bullish, very confident that we're absolutely on the right track.

Okay. And just as a follow-up, your incentive compensation; is that coming in in line with what you anticipated, because in your press release, you did highlight that as a factor in the Warehouse group?

Yes, Farha, this is Steve. Yes, the incentive comp is actually kind of in line with what we had planned for the year.

It's really short-term incentive. If you recall, our short-term program is based on a corporate total of EBITDA.

And if you go back and look at 2014 and where we were compared to where we are today, we're tracking better than we did last year. So the incentive comp last year was not as high as it is this year.

That's helpful. And then, my final question has to do with pricing.

In IRI data, some of the category leaders have more aggressive pricing in place versus what we're seeing coming through on Flowers. Is that a function of mix or is there pricing opportunities for you to take to grow that top line and improve margins going forward?

Farha, it is encouraging that we are seeing some marketplace pricing. Our team is working very hard to really evaluate our pricing in each individual market.

It is a market-by-market situation. In most markets, Flowers continues to be the price leader.

But we do have pricing opportunities that we're taking action on as we speak.

Great. Thank you very much.

Okay. Thank you.

Hi. Good morning, everybody.

Good morning, Eric.

Couple of follow-ups, I think, to Farha's line of questioning; I guess the EBITDA or EBIT margins were kind of below what I expected. Sales were better.

And, Steve, you went into the benefit of the input costs. But what would you say, like what basis points on a negative level were attributable to the steps you've had to take with regard to the acquisitions, because it sounds like the environment vis-à-vis Grupo Bimbo and others is pretty good and the input costs are okay and other factors are not too much of a problem.

So how much is attributable to the M&A integration and how long should we kind of expect that to last? How far into 2016 will it be a negative for your profitability?

Sure. When you look at the recent acquisitions and specifically the Dave's Killer Bread, they do use quite a few co-packers, so that does put some pressure on the gross margin.

In this quarter, we said it was roughly 20 basis points to 30 basis points. That will continue as we rationalize production for them, which will go into the majority of the next year probably.

And then, integration across the business will continue through the first half of next year as well, so there's probably another 10 basis points or 20 basis points as well.

(21:00) the 20 basis points. Okay.

And I guess second question has to do with, again, a follow-up to Farha's line of questioning, is when you talk about pricing, Allen, is it list price increases or is the market really kind of, let's say – quote-unquote -- raising prices by reducing promotion?

Yes. Eric, what we're seeing is really a less promotional activity, not the depth of promotion that the category has seen in the past.

But, again, it varies dramatically from one market to the next. Pricing varies dramatically from one product category to the next.

So, there's no cookie-cutter answer to your question. But from a priority standpoint, we're evaluating pricing opportunities across the board.

Okay. And then if I could follow up lastly, and maybe it's difficult to answer this question, but obviously there is a major, major retailer based in Arkansas that has been at least publicly more aggressive about how they're going to deal with their suppliers and what they demand, and I'm wondering, how do you see that kind of influencing your business?

And I don't recall what percentage of your business is from Walmart, but maybe you could kind of frame that, too.

Yes. Eric, there's a lot of excitement about the acquisitions that Flowers has made in the organic category.

And that excitement is coming not only internally but also from our retailers, including the one in Arkansas. In terms of the business relationship with all of our customers, I really don't think if this has ever been better.

We are seeing tremendous support from our retailers as we move into new markets and that includes the retailer in Arkansas. So, I think our – I mean as far as our retailer relationships, very solid.

Okay. Great.

I'll pass it on. Thank you.

Thank you.

Good morning. Thanks.

Good morning, Tim.

Thanks for the detail on the Dave's Killer Bread in 10-Q. I noted that the – I thought it was interesting that intangibles were more than the purchase price and I guess that was because of the – there's like a $60 million-some deferred tax liability that was assumed.

I haven't seen anything on the Alpine Valley deal, and I know part of that is cash. Can you talk – part of it is cash, part of it is stock.

Can you talk to the structure of the Alpine Valley deal and what that might look like?

Sure. That deal closed early in the fourth quarter, so we haven't published the purchase price allocation at this point.

We're still working on that. But, in reference to your question on Dave's Killer Bread, with the way the accounting rules work, there was a stock acquisition, so you create basis for your financial reporting.

However, the tax basis of those assets carry over, so those brands were developed internally, so there's really no tax basis. So, the difference in the purchase price for tax and book creates a deferred tax liability.

So, you have to pull that into your purchase price. So, it's not really – we didn't acquire deferred taxes of that magnitude from Dave's, it's just really how the accounting rules work and you book the purchase price.

So, that kind of creates that through the purchase price accounting, and that primarily goes to goodwill and not to the intangible. And then with regard to structure on the Alpine Valley deal, it was primarily a cash deal.

We bought the stock of Alpine Valley. It was 90% cash and roughly 10% stock.

Okay.

So, you may see some of the – you may see deferred tax assets. We deferred taxes created as well but not to that magnitude.

Got it. And then, I know there's probably not much you can say about the misclassification suits, but they've really proliferated.

I think they've gone from five in the first quarter to seven in the second quarter to 11 today. And a lot of states like California that have different legal structures and sort of environments for labor than perhaps where you've operated in the past.

Can you talk a little bit about how much legal expense is as a percent of SG&A or corporate unallocated, and what that's done? I think you called it out on the first quarter end and again this quarter.

Yes. I mean, we would not specifically give that percentage of the corporate costs.

You can see they are up slightly year-over-year on a quarter basis. Some of that was driven by legal expense, but just to specifically say the dollar magnitude, we would not do that.

Okay. Thank you.

Thank you.

Hi. Good morning, everyone.

Good morning, Amit.

Just a couple of modeling questions first. Steve, you're talking about interest expense, but could you talk about net interest expense for the full year as well?

Yes. If you look on the full year net interest, I mean, interest income should be roughly $21 million I believe.

Got it.

$21 million to $22 million.

Okay got it. And we're early for 2016, but your commodity hedges, could you talk about how much you have covered for next year, and at what levels versus what we saw in 2015?

So what I would say is we're not prepared today to give really guidance for 2016. But generally, we feel good about our coverage at this point for next year.

What we've said historically is when the market is opportunistic, we will take coverage. And as you can see from the prices over the last four months or five months, there's been a lot of opportunity.

So, from that perspective, I would say we feel very good about how we're covered at this point for 2016, and we'll provide more detail when we finish our planning process and give you the guidance in February. But generally speaking, 2016 is shaping up nicely.

Okay, got it. And then, Allen, going back to the pricing question, so just want to make sure that we understand it correctly.

So, we saw that the category had higher pricing, and Flowers' price mix lagged the category, right? So, is that a conscious decision on your part to maybe focus a little bit more on volume and share gains versus price mix and, therefore, you see that as an opportunity going forward?

Or should we expect your price mix to continue to lag the overall category?

Amit, I think what you're seeing in IRI is total for the U.S. and, again, each individual market is a very different story.

But our strategy is not to lag the category. If you look at our history, we have always led the category on pricing.

And that's exactly the strategy we're taking forward. So, there is some lead time necessary with individual retailers on implementing price changes.

And we have to deal with their timeline. But overall, our strategy has not changed, and we look for improved pricing as we move into next year.

And just to be clear on that, the fact that expansion markets are probably a bigger share of your sales now than they have been in the past, with the Wonder Bread brand. That doesn't prevent you from leading on pricing as you start to think about pricing going higher from this point, right?

It doesn't structurally disadvantage you.

In new markets, where our brands may not be as well known, it's important to be competitive on pricing. But that doesn't mean you need to be the lowest price in the market.

In markets where our brands are strong, we can take the leadership position.

Okay. So I'm hearing that, you think it's more of a timing factor in terms of your price mix lagging now and you expect that to catch up as you go through.

I'm going to say that's fair.

Okay. Got it.

Thank you very much.

Thank you.

Thanks. Good morning.

Good morning, Bill.

Hey. I guess, Steve, just sort of a little clarification on the quarter and kind of what you've said.

It seems like maybe that from Dave's Killer Bread there was a 30-basis point, 40-basis point hit to gross margin in the quarter that maybe wasn't expected from bringing on or weren't expected by us because of the timing from bringing on the inventory. Is that the right way to look at it, kind of (30:46) the EPS by about $0.01?

About 20 basis points on gross margin for Dave's, again, primarily the impact of consolidating their sales in with ours and they rely heavy on outside producers.

So, net-net, Dave's was probably about a $0.01 dilutive to the numbers just because of the timing?

Well, if you look at Dave's and if you look at the acquisition in total, it's basically neutral when you take their contribution to margin and then back off the interest expense and depreciation and amortization.

So, neutral for the quarter, you mean?

Yes. It's forecasted to be basically neutral for the year.

Could be slightly up or slightly down as we finish out the year, depending on how their sales progress.

Okay. And then I think you originally said that you expected Dave's to add $60 million to $65 million sales this year, and now you're saying $50 million to $55 million.

Did I miss something there?

I think we've always – we've said $50 million to $55 million range.

Okay. So, maybe I just had that off.

Then second, Allen, maybe just talking about the environment and a little bit on the slowdown you've seen in...

Actually, Bill.

Yes.

Just to back up real quick on the sales question. We may have included Alpine in the $65 million to $70 million...

Okay.

...$65 million to $70 million number for Alpine and Dave's.

Okay. Thanks.

That helps. Allen, just to kind of understand the slowdown.

We've heard from other companies a little bit of a slowing of center of the store type sales at conventional. We've seen some issues with kind of Albertsons-Safeway, some bankruptcies from a couple retailers.

Can you kind of talk to that? What's kind of affecting the slowness you've seen in recent weeks?

No, Bill, you're right. You can look at – there's a long list of center store products that are – those categories are flat to down.

Fresh bakery is also flat to down slightly. And I think the real challenge for us is to make sure that the segments of fresh bakery that are growing, that we're taking full advantage of that.

And that's why we're so excited about new products like Cobblestone Bread Company that really has unique positioning in the specialty segment, and as well as our organic brands, Dave's and Alpine. So, the category is relatively flat.

I'm very proud of our team. Even in a flat market, we've been able to generate acceptable price and sales increases.

We're working on a lot of other aspects of the business to improve our brand strength and give the consumer a reason to buy Flowers brands as opposed to what they may be doing now. But the category is flat, but at the same time, we're doing things that we feel like can drive the category to our brands over time.

But just to be clear with your full year guidance, you aren't seeing like a step change in the past few weeks? It's just kind of been an overall softness.

No. Really, Bill, the trend that I'm referring to really goes back two years to three years.

Got it.

It's not a new trend that we're seeing.

Perfect. Thanks so much.

Bill, this is Steve. Just to clarify on the sales number, it is $50 million to $55 million.

We did close Alpine Valley a little later than anticipated, so that there may be some – and there might have been some difference for that closure about four weeks later than what we had normally thought.

Okay. Thanks all.

Thank you, Bill.

Hey. Good morning, guys.

Good morning, Brett.

Just two questions for me. Allen, you spoke at the beginning of Q&A here about accelerating integration activities, which, of course, suggest that you are seeing good interest from customers.

And you guys have also spoken about seeing broad-based support for some of these new brands to you guys. And so it sounds like distribution of DKB and Alpine can be beyond that traditional natural channel.

And so, I just wanted to kind of confirm that with you and get an expectation of where we could see these products in store. It sounds like these products can be in mainstream aisle, in the mainstream bread aisle.

Brett, you are exactly right. The acceleration that I'm referring to is primarily West Coast.

With the acquisitions of Dave's on the West Coast, a lot of the grocers are very anxious to have fresh DSD delivery of Dave's, and we're right, and as we speak, we're in the process of adding Dave's to our DSD network on the West Coast. The rest of our retailers are also excited about the brands and would like to have them nationwide.

Obviously, we've got some work to do from a manufacturing standpoint to make sure that we are producing the products as close to market as possible. And we are targeting to be ready for really another level of our rollout for Dave's and Alpine this spring.

So, the good news is there's a lot of support and a lot of interest from the consumer and from the retailers. It's all coming maybe a little faster than we had anticipated which, that's a good problem to have.

Okay. And going back to your expansion market growth, clearly it's just slowed a little bit here from recent years, and there is likely a host of factors that play there.

I mean, difficult comps from the nature of those early gains is clearly one, but I was just wondering if you guys could speak a little bit to any other reasons that might be present for some decelerating growth in your expansion markets, just again given the size, just want to keep an eye on it.

Sure, Brett, if you look, we measure expansion markets by markets in (37:10) the last five years. So, when you look at that measure, there are probably fewer markets that are classified as expansion.

Some of those have moved into our core markets at this point and some of that growth has shifted out of expansion into core market.

Got it. And then actually, just one more for you, Steve, real quick; I'm sorry if I'm just not remembering this given previously but have you talked about deleveraging expectations and maybe what you're looking to pay down on an annual basis going forward?

We've not talked about that specifically at this point. But again, historically we've been very focused on de-levering after an acquisition, so we will focus on that over the next 12 months to 18 months so that we will be in a good position for the next acquisition opportunity.

Okay. Thanks, guys.

Yes. Thank you, Brett.

Yes. Thank you for your interest.

This is an exciting time for our team. I would also like to thank the team at Alpine and also the team at Dave's for all the extra work that is taking place as we speak.

We look forward to sharing results with you on the fourth quarter in February, and we look forward to an exciting 2016 as we continue to grow our company. Thank you for your attention.