Welcome to the Q1 2013 Flowers Foods First Quarter Earnings Conference Call. My name is Sandra, and I will be your operator for today's call. [Operator Instructions] Please note that this conference is being recorded. I will now turn the call over to Ms. Marta Jones Turner. Ms. Marta Jones Turner, you may begin.

Thank you, Sandra. Good morning, everyone. Our results were released this morning and the 10-Q also was filed. So if you need copies of those, you'll find the release on the website and, of course, the link to the 10-Q. Participating on the call this morning, we have George Deese, Flowers Foods' Chairman and Chief Executive Officer; Allen Shiver, our President; and Steve Kinsey, our Executive Vice President and Chief Financial Officer. As Sandra said, we'll deliver prepared remarks and then open the call for your questions a little bit later. You will find slides that support the comments on our website if you want to access those. As we get started, you know that I must remind you our presentation today may include forward-looking statements about our company's performance. Although we believe our statements to be reasonable, those statements are subject to risks and uncertainties that could cause actual results to differ materially. In addition to the matters we'll discuss during our call, important factors relating to Flowers Foods business are detailed fully in our SEC filings. Now I'm pleased to turn the call over to Flowers Foods' Chairman and CEO, George Deese.

Thank you, Marta. Good morning to each of you and welcome to to our first quarter conference call. We appreciate your continued interest in Flowers Foods. From any perspective, our first quarter results were outstanding. Across every function, in every bakery, in every department, our team's efforts are simply amazing as we serve our customers and make certain consumers have the breads, buns, rolls and snack cakes they need as the marketplace adjusts following Hostess departure in November. Our team achieved a 26% increase in sales and a 64% increase in adjusted earnings per share. We believe this was the best quarter in our company's history. Now comparing our first quarter results to the long-term goals we established in 2011, we certainly exceeded our goal for 5% to 10% sales growth. Our adjusted EBITDA margins in the quarter was 12.3%, which is in the middle of our goal for 11% to 13%. Our long-term objective is for double-digit earnings growth. The 64% increase in EPS for the quarter measures up very well against that goal. We continue to strike well ahead of schedule on our goal to have our fresh products available to at least 75% of the U.S. population by 2016. In early June, we expect to have completed our rollout of a new Sara Lee business in California. When that occurs, more than 77% of U.S. population will have access to Flowers Foods fresh-baked foods. It was another very busy quarter for Flowers Foods. We announced an agreement to acquire 20 Hostess bakeries and 5 Hostess bread brands in January. The bankruptcy court approved the transaction in March. Currently, the proposed transaction is undergoing regulatory review and we expect that process will be completed in the second half. I know you have many questions about the proposed Hostess…

Thank you, George. We certainly are pleased to report such great results this quarter. It's important to remember, it wasn't by chance that our team was in position to capitalize on the opportunity presented by the Hostess exit from the marketplace. Through the decades, Flowers has continuously invested back into our bakeries, improving our product quality and enhancing our brands. Today, we continue to apply innovative solutions to our processes across the organization. Those certainly are very important to our ability to perform as we did in the first quarter. However, there is no doubt in my mind that our Flowers team is the most important contributing factor in our ability to deliver exceptional results. Using the systems and resources our strategies have created over time, our team is aggressively growing our business as we serve the needs of customers in this changing competitive landscape. The Flowers way is a proven solid approach. As we move forward, we will continue capitalizing on opportunities and building on the strategies that have worked so well in the past. First, let's look at the marketplace and how the fresh bread and roll category performed in the quarter. You will recall that from our past presentations, that 98% of households in the U.S. buy fresh packaged breads. For the total U.S., as reported by IRI, the fresh packaged breads category declined 0.8% in units but, dollars, showed an increase of 0.7%. This is a slight category improvement from our last quarter's call. The wholesale bakery department remains one of the most important product categories in the supermarket, contributing significantly to both sales and profits for our retail customers. Before we take a look at how Flowers' brands performed during the quarter, let's take a look at store brands and the market share in the…

Thank you, Allen, and good morning to everyone. Our first quarter net sales, as you've seen, of $1.13 billion increased almost 26% compared to last year's first quarter. Volume was strong in the quarter, up 19.3%, primarily the result of gains in the marketplace as the result of the Hostess brand exiting the market back in November 2012. Price mix in the quarter, as Allen stated, it was down 1.1% with pricing gains being offset by mix shift in our cake business. Lepage and Sara Lee acquisitions contributed 7.7% to the first quarter revenue growth. Lepage is performing as expected and we are pleased with the contribution from the Sara Lee acquisition in the quarter. Operating earnings in the quarter excluding the bargain purchase gain and acquisition-related costs were up approximately 76% this quarter over last year's first quarter. Overall, the increase in operating earnings was driven primarily by the impact of stronger volume and the contribution from Lepage -- the Lepage acquisition. Interest expense was $8.8 million in the quarter, up $4.6 million over last year due to the increase in debt related to recent acquisitions. The reported effective tax rate in the quarter was 22.8%. However, if you exclude the gain on acquisition from income, the effective tax rate was 35%. This is slightly better than our forecasted rate of 35.5% to 36% for the full year, and a slight improvement as the result of certain favorable discrete items recognized in the quarter. GAAP earnings per share were $0.81 for the quarter. This includes the bargain purchase gain of $0.37 per share related to the Sara Lee/California acquisition. We also incurred acquisition-related costs in the quarter of approximately $0.02 per share. Earnings per share adjusted for these 2 items was $0.46. This compares to the $0.28 per share…

Thank you, Steve and Allen. In closing today and before your questions, I'd like to tell each of you that it's been a real honor to serve as Flowers Foods' Chief Executive Officer for the past 9.5 years. My personal thanks to each of you for your tremendous support through the years. Now I look forward to my new role as Executive Chairman. And my full support, along with your support, will be with Allen as he assumes the new role as CEO next week. And as always, we believe our strategies are strong and sound. Our team is the best in the industry and we are moving forward and taking advantage of growth opportunities in the baking category and we will continue to build value for you, our shareholders. This concludes our prepared remarks. And Sandra, I will now turn it over, if you will open the call for questions.

[Operator Instructions] And the first question is from Farha Aslam from Stephens.

And my question is regarding capacity utilization. With all of the businesses that you've brought on, what would you say your capacity utilization was during the quarter? And is there room for you to take on more sales?

Farha, this is Allen. We -- I mentioned in my comments what a great job our manufacturing team had done with increasing our overall efficiency, which really went a long way to help us take care of the additional sales. In addition to Oxford, we have recommissioned some additional lines across the company and we continue to be able to handle the sales well. I would say that as we expand into new markets, those are the areas that we're looking for the appropriate production solution and we're well -- we've got a lot of options there to pursue. As far as actual capacity percentage, I can get back to you with that number, but we were running at pretty full capacity in many of our markets.

Okay. And then in terms of the pace of sales during the quarter, did they accelerate? Did the growth rate accelerate as the quarter progressed? And could you just give us, perhaps, some more color about the second quarter sales? Do you anticipate them to grow in line with first quarter numbers?

Farha, I mentioned in our comments -- and the weekly IRI numbers confirm this, our internal numbers confirm it, we are seeing a slight increase in the rate of sales growth. There is seasonality to deal with as we move into the warmer months, which always has a positive effect on our business. So I would say that we are seeing a directional improvement in sales.

And also Farha, as you recall, we closed the Sara Lee transaction kind of mid- to late first quarter. And we also will have that impact to sales in second quarter as well.

Awesome. And then final question is really on the Sara Lee acquisition. As you've closed the transaction and are working to integrate it, you guys highlighted in your press release that you are absorbing some of the cost. Could you just kind of share with us what impact that might have for -- on margins as we model the second quarter?

When you look at the cost associated with this, in the second quarter we're anticipating, from an earnings perspective, it's roughly $0.02 per share, give or take, depending on how fast we can roll things out.

So it's going to have a positive $0.02 for the second quarter?

That would be a negative effect on cost. Yes, that's the startup cost.

Okay. And that's going to flow through the P&L, no kind of extraordinary one-time charge?

Correct.

And the next question is from Bill Chappell from SunTrust.

This is for VJ Cerniglia on for Bill. My first question has to do with the competitive environment. Are you guys seeing signs of a more rational competitive environment after the Hostess bankruptcy?

VJ, this is Allen again. I would say that the marketplace remains competitive. This is very much of a market-by-market situation in regards to pricing and promotional pricing. So I would say the market continues to be competitive. There may be a slight improvement, but in general, if you take a step back, it's really no change from the pre-Hostess concerning the competitive marketplace.

And then my second question has to do with the share gain. With regards to the incremental share gains, are you seeing them hold or, I guess, how do you see them going forward?

Our team has done a great job improving sales, which improves our share. We're going to work very hard to hold on to the share gains that we've achieved and there'll always be threats. But at this point, we're going to work very hard to hold on to the share gains that we've accumulated.

And the next question is from Brett Hundley from BB&T Capital Markets. Heather L. Jones - BB&T Capital Markets, Research Division: It's actually Heather. George, it's been a huge pleasure working with you and I wish you the best as -- I guess, you're not really retiring, but still, wish you the best in your new role.

Thank you, Heather. Same goes to you here. Heather L. Jones - BB&T Capital Markets, Research Division: My question is first on gross margin. I was just wondering, for the quarter, it, obviously, was an outstanding quarter. But the gross margin expansion year-over-year wasn't as large as it was in Q4, but you had the benefit of Hostess for an entire quarter. And so just wondering if you could help us think through how we should be thinking about the gross margin line given these market share gains?

Heather, when you look at from a cost perspectives, if you look at commodity calls, on a volume neutral basis we're up. And then this new business, commodity costs were up year-over-year, so the cost of the product is affecting that. And then also when you look at running our plans in the utilization, there is some overtime associated with that, so that's also affecting the margin as well. Heather L. Jones - BB&T Capital Markets, Research Division: Okay. So as we go through the year, first of all you're bringing on the new Oxford plant should help ease some of the, I guess, overtime pressures, but given what wheat has done as we move through the year, I guess, you will work through some of the higher cost wheat. Should we expect that to help gross margin later on in the year?

Yes. I think from a commodity perspective, we won't give specific coverage. But from a coverage perspective, a 3% to 5% cost increase kind of the level throughout the year that also means you'll get significant help in the back half, there will be some slight improvement in the back half. And one other factors affecting the gross margin also, I think Allen mentioned the mix in the cake business, a slight shift there from a dollar perspective and the cost of that manufacturing, it also had some effect on our overall business and the margin. Heather L. Jones - BB&T Capital Markets, Research Division: And I wanted to ask you about the cake because I was under the impression, generally that C store business tends to be higher gross margin. So I had that question. But also, you're seeing this negative price mix in your warehouse unit and your citing higher single-serve sales. Is it that a lot of the new convenience store business you're picking up is being delivered -- warehouse-delivered because -- isn't C store typically deliver on a DSD basis? So just help -- I was wondering if you could help me understand better those dynamics?

Heather, we're seeing growth in both. Our Tastykake brand is doing really well with DSD delivery into convenience stores. In areas where we do not have DSD today, our Mrs. Freshley's brand is also growing through the warehouse channel. So as I mentioned, our total cake business is up significantly, and it's both DSD and warehouse. Heather L. Jones - BB&T Capital Markets, Research Division: Okay. And my final question is so you mentioned the $0.02 dilution related to Sara Lee in Q2. Was there much of an impact from a dilutions perspective from Sara Lee in Q1? And should we expect similar Hostess-related acquisition costs in Q2?

When you look at the first quarter with the California expansion, you have a similar -- because we have -- we were preparing the market for that closing of the transaction. So there was also -- we were incurring a lot of costs up to the closing as well, so there was $0.02 to $0.03 dilution in the first quarter as well.

And the next question is from Akshay Jagdale from KeyBanc.

So I just wanted to follow up on the gross margin issue. It's great you also put out your 10-Q this morning, so we have the segment details. So the gross margin in warehouse sequentially came down quite a bit. And is that -- so how should we think of that in the context of outstanding sales growth and just overall sales performance in that segment? And why have gross margins and EBIT margins in that business sequentially compressed pretty significantly?

When you look at the kind of the mix of the business in warehouse, with the shift, you have 2 components of warehouse, you have cake and you also have foodservice. There was some mix shift in cake and some mix shift in foodservice that affected the overall margin.

So how should we think of..

The volumes were pretty strong and that's because of the single serve. But from a pricing and margin perspective, particularly in foodservice, there was a shift from a mix perspective in the margin.

So okay. So as a follow-up to that then should we expect the mix to be similar going forward? In other words, the margin profile to be similar to -- more similar to 1Q or 4Q or how should we think about that going forward?

I think in the near-term, I would say, it'd still be similar until we settle some of the -- just some of the Hostess transaction and how the cake is rolling out. The back half -- because we're not giving guidance, I'm not really prepared to comment on that just because we don't know how the final outcome of some of the cake business will work out.

Okay. And then anything unusual on the DSD gross margin this quarter? I mean, for example, the Sara Lee transaction or just the acquisition. I'm assuming, from a gross margin perspective, it was kind of dilutive to the overall business, is that fair? I mean you were talking about $0.02 to $0.03 in expansion related costs. Those are on the SG&A side, I'm assuming. But isn't it also somewhat dilutive to gross margins? I know it's very small but anything going on in the DSD business that may mask the actual performance, margin-wise, in that business?

Yes. There's nothing really -- any one material thing in DSD that's affecting the margin. With regard to the Sara Lee/California business, that's 100% branded retail, so it would not have significantly affected the margins in a negative way.

Okay. And just 2 questions on sales. One on DSD. The price mix was lighter than I had expected. And I believe you had mentioned that, and we've heard, that the industry had taken a price increase late last year. It doesn't seem to be playing through. Is that a sign of the competitive sort of nature of the business today? Or how should I think of -- so bread pricing was taken in at the end of last year. I think you had said on your conference call last time that it was sticking, but it's not flowing through in any meaningful way in your P&L right now.

Actually I think we did say, and it is true, that the pricing that we took early in the fourth quarter of last year continues to hold in the marketplace. The promotional environment is about the same, maybe slightly better. But I think as I mentioned earlier, we've seen a significant increase in our overall cake business and in that number is a significant amount of single-serve cakes. And so when you look at the mix impact of the additional individual snack cake volume, it has an impact on our overall numbers. So -- but I would say that our -- the pricing that we took continues to hold. Promotional activity is consistent with what we've seen in the past and we'll continue to evaluate the need for additional pricing as we go through the year.

Great. And just one last one on warehouse sales. Obviously, outstanding performance this quarter and last couple of quarters. You did mention that some of the gains are foodservice-related that are not Hostess-driven, if I may. Can you help us understand like what percentage of your volume gains came from sort of non-Hostess-related growth?

Akshay, it's difficult to give you a percentage. I will say that most of the growth that we've had in foodservice, a lot of it came with existing customers. We had growth as we entered new markets. And Hostess, quite frankly, had very little foodservice business, at the point that they filed for liquidation. So really proud of our team in capturing additional foodservice business, really on expansion markets and the muscle of our core customers.

Okay. And just a follow-up on that. I mean with Hostess and the cake business planning to reintroduce product later this year, in a few months actually, how should -- how are you planning for that basically? And should we expect a slowdown in sort of sales growth as a result of that starting in maybe 3Q? Or how would you say we should think about that particular threat?

Akshay, we're -- I mentioned earlier that we really are proud of our team, both on the DSD side and on the Warehouse side, of capturing available cake business. We continue to build even stronger relationships with our trade customers on the cake side. We feel like that we've demonstrated to many of those customers that we can do a good job helping them take care of their cake category. That's a positive. On the other side, we always are looking out for competitive threats. We feel like that everything that we can do to build our Tastykake brand and our Mrs. Freshley's brand even stronger. We're staying very close to our customers. And I feel like we'll be ready for whatever competitive pressures come. That being said, whenever there's a new entry into the marketplace, it is a threat and we'll deal with it as it comes.

The next question is from Timothy Ramey from D.A. Davidson. Timothy S. Ramey - D.A. Davidson & Co., Research Division: George, let me add my congratulations for having built really the finest organization, I think, in bakery in your tenure.

Thanks for that, Tim. Appreciate that very much. Timothy S. Ramey - D.A. Davidson & Co., Research Division: Just a couple of nitpicky questions from the Q. I noticed a big jump up in the distributor routes and I'm guessing that relates to the Sara Lee routes because you classified, I think, $27.8 million as distributor assets or something like that. Is that what we're looking at there?

Yes, majority of that increase would be related to California. Timothy S. Ramey - D.A. Davidson & Co., Research Division: Okay. And then just the line below that, the contingent refundable consideration. Is that related to the holdback agreement or what is that?

Yes, that comes from the contract on the sale of the territories. Wait a minute, are you looking at the purchase price allocations, I'm sorry? Timothy S. Ramey - D.A. Davidson & Co., Research Division: No, I'm looking at the balance sheet. So there is $7.6 million contingently refundable consideration. But the holdback was $10 million, and I just I don't know where that comes from.

Yes. When you -- the $7.6 million holdback has to do with our -- when we exit our supply agreement with BBU. Timothy S. Ramey - D.A. Davidson & Co., Research Division: Okay. Great. And then just a question on the quarterly business done with Wal-Mart and Sam's, it was down as a percentage of sales. And would that just be kind of the change in territory mix that you're experiencing as a company, where Wal-Mart is just a less significant retailer in the Northeast, for instance, for sure, how would you characterize that?

Tim, I would say our business with Wal-Mart and Sam's is probably stronger than it's ever been. We have entered new markets where our brands are probably underdeveloped and we are growing in those areas, but -- I would say our overall business with Wal-Mart is very strong. Timothy S. Ramey - D.A. Davidson & Co., Research Division: Okay. And then, I guess, just my final -- back to Akshay's question, it -- really the 800-pound gorilla in the room is the reintroduction of the Hostess cake brands and kind of tie that to a category that I think you said was down 4% and change almost 5%. I mean, it has to cause concern that these are kind of windfall sales I would think. How do you think about that and how do you position yourself for that going forward?

Tim, we really don't think of them as windfall sales. I feel like -- I mentioned earlier, our team has done a great job of being in position to take advantage of the opportunity when it presented itself. Again, that being said, we're working very hard to make sure the business we've gained is secure. But again, whenever you have a new competitor reentering the marketplace, I mean there's always a threat. And our job is to do everything that we can to hold on to this business we've gained and also grow from that base. So we are putting our plans together and I feel confident we'll be successful.

[Operator Instructions] And the next question is from Jonathan Feeney from Janney Capital Markets.

I wanted to -- on the Wal-Mart question, just broadly speaking, as you're taking on evaluating some new territories, have you seen any change in the trend among national retailers to look at the business in a supra regional way, as in giving special consideration to you because you do so much business in other territories for them or, the other way, an increased focus on lowest delivered cost despite what other regional relationships might be? Any change in that trend or tenor of all national retailers, obviously, not just that one?

Jonathan, I would say, as the category continues to consolidate, our key customers, and Wal-Mart is just one of those, but I would say all of our key customers, they know Flowers Foods. They know who we are. They also know our reputation for service. They're aware of how our brands contribute to their sales and profits. And in most cases, we have a team based at their headquarters or based in their hometown, which we get to know on a personal basis. So I would say, as we enter new markets, our good reputation really helps us in terms of getting the initial shelf space. And as we do a good job for our customers, that space continues to grow and sales continue to grow. So -- and I would say that as the industry consolidates, the good reputation of Flowers Foods that we've developed over the years is helping us grow especially with the Wal-Marts and the other large supermarket chains.

Okay. So it's -- so not really much changed, if anything, that got a little bit stronger?

Correct.

Great. And just one other question about the -- as Tim described, the 800-pound gorilla here. How are you thinking about the Wonder brand you've inherited, is it -- look, you didn't inherit actually, you acquired -- are you -- is time of the essence? Is this going to be a brand -- do you need to kind of hurry back to market and make sure this brand returns in appropriate scale? Or is this going to be -- or is this just a small part of -- is this a small part of your consideration of servicing these -- some of the new territories you'll have access to via the acquisitions? How that brand fits in your plans versus, obviously, new opportunities for distribution you have with those 20 facilities?

Jonathan, I wish I could answer your question but as George mentioned earlier, the entire Hostess process is under regulatory review and we really need to stay away from that at this point.

And the next question is from Amit Sharma from BMO Capital Markets.

Allen, you mentioned private label this year has picked up a little bit and, certainly, IRI data shows that. Have you captured your fair share of those increased private label volumes or does it mainly come from regional bakers?

I would say that in our core markets, our overall branded share is growing strong. I wouldn't say that we picked up additional private label business. In some of the accounts that we already manufactured, their store brands, we are seeing slight uptick there. But as I said earlier, if you look at it through the years, private label has always had a significant share of this category. It was up slightly this past quarter. But I really don't see any significant change in terms of the long-term trend with private label.

Got it. And the other question is have you had conversations with your retail customers in terms of -- are those category shelf space reset will happen this year? I mean, there's a pretty sizable brand that exited and now it will probably come back whenever you complete the transaction. Are they changing in any way in terms of timing, when category shelf resets happen or is it going to be on schedule as usual?

It's really an account-by-account decision. Some retailers reset their racks in the fall, some are twice a year. And as I mentioned earlier, we have account teams that stay very close at each individual, whether it's Wal-Mart or other supermarket chains, and they look very closely at the brands that are turning the most dollars for them in their bakery department. And usually, our brands are on that list, and we continue to grow our shelf space. So I would say there's really been no dramatic change in their schedule on when they reallocate shelf space.

And the final question then, Allen, is given the performance of your brands, is it fair to assume that when some of the Hostess brands do come back to the market on the fresh bread side, your overall shelf space will not decline?

Yes. Again, I think we need -- as I mentioned, the Hostess situation is under regulatory review and we really need to stay away from speculation at this point.

And the next question is from Heather Jones from BB&T Capital Markets. Heather L. Jones - BB&T Capital Markets, Research Division: And I just wanted to ask -- I understand your hesitancy to talk about the second half outlook but wondering, is it fair for us to assume that the commentary provided at your March analyst day still holds?

Yes. I would say that's all still true, Heather.

And at this time, we have no further questions.

Well, thank you so much for joining us today. It's always a pleasure to bring you up to date on -- what's going on with Flowers Foods. And we would invite all of you to join in on our shareholders' meeting this coming Wednesday. Thanks so much.

Thank you, ladies and gentlemen. This concludes today's conference. Thank you for participating. You may now disconnect.