Welcome to the Flowers Foods' First Quarter 2016 Earnings Conference Call and Webcast. My name is Ellen and I will be your operator for today's call. At this time, all participants are in a listen-only mode. Later we will conduct a question-and-answer session. Please note that this conference is being recorded. I will now turn the call over to J.T. Rieck, Vice President, Investor Relations. Mr. Rieck, you may begin.

Thank you, Ellen and good morning everyone. Our first quarter results were released yesterday evening and we filed our 10-Q then as well. You'll find the earnings release on the Flowers Foods' Web site. You can find the slide presentation that supports our discussion today, posted on the conference call page in the Investors center at flowersfoods.com. Before we begin, please be aware 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'll discuss during the call, important factors relating to Flowers Foods business are fully detailed in our SEC filings. Now let's get started. Participating on our call today we have Allen Shiver, Flowers Foods' President and Chief Executive Officer; and Steve Kinsey, our Executive Vice President and Chief Financial Officer. We will open the call for your questions following our prepared remarks. Now, Allen, I'll turn the call over to you.

Thank you, J.T. and good morning, everyone. During the first quarter, we made progress executing against our strategy to grow within our existing footprint and to drive margin expansion. The team delivered on our key objectives as we worked to improve pricing, convert our Tuscaloosa bakery to an organic facility and support the continued growth of our organic bread brands by laying the ground work for a successful rollout of Dave's Killer Bread on the DSD network. Our results for the quarter reflect the steps that we are taking and the investments we are making to drive profitable growth. As detailed in our earnings release issued yesterday afternoon and summarized on Slide 4, compared to the first quarter 2015, acquisition drove total top line growth of 5.1% and EBITDA increased 1.7%. Earnings per share declined by one penny or 3.4%. Impacting earnings per share comparisons are approximately 1 penny of cost associated with the Tuscaloosa conversion which we expected. We achieved improved price realizations during the first quarter by reducing promotions on our core breaded items. At the same time, we saw competitors increase promotions which impacted our volumes during the quarter and drove the decline in our branded sales excluding acquisitions. In a moment, I will share with you the steps we are taking to strengthen our core brands and grow sales. Our recently acquired organic bread brands Dave's Killer Bread and Alpine Valley Bread added over $60 million of incremental sales during the quarter. These brands are on trend with consumers' desire for fresh organic foods and are well positioned for many years of growth. Building a strong foundation for DKB and Apline was a key focus this quarter as we expect sales for those brands to steadily improve through 2016. On April 25, just after the close…

Thank you, Allen and good morning, everyone. First quarter sales of $1.24 billion increased 5.1% versus last year, driven by DKB and Alpine acquisitions which increased sales by 5.3%. Excluding acquisitions, volume growth contributed 0.7% to the overall sales increase, driven by volume increases in the non-retail and store branded categories more than offsetting declines in the branded category. As Allen discussed, we have positive price mix overall in the branded retail category. On a consolidated basis price mix declined by 0.9% due to increased sales of product from the non-retail channel, primarily in food service and vending. Earnings per share for the quarter was $0.28 per share, down $0.01 from a year ago quarter. Also as Allen mentioned, costs associated with the Tuscaloosa bakery conversion impacted the quarter by approximately $0.01 per share. Now that the initial cost of the conversion of the Tuscaloosa bakery and promotional spending for the launch are behind us, we expect cost to begin to moderate going forward. Cash flow from operations remains strong, increasing 1.9% to approximately $121 million. Capital expenditures for the quarter were $23.9 million. We continue to focus on overall capital allocation, balancing operational investment with return to shareholders. During the quarter, we used approximately $126 million to repurchase roughly 6 million shares, including shares under the accelerated share repurchase plan. We also returned $31 million of cash to investors through dividends. This is a per share increase of approximately 9.4% over Q1 2015. Consolidated EBITDA for the quarter increased 1.7% to $138.6 million or 11.5% of sales. A year-over-year decline of 40 basis points as a percent of sales. On the gross margin line, lower input costs benefitted margins by approximately 110 basis points while higher workforce cost and increased outside purchases resulted in overall gross margins being down…

Thank you, Steve. Ellen, we will now open the line for questions.

[Operator Instructions] Our first question is from Farha Aslam with Stephens.

I have a question on your organic rollout. Now that you've rolled it out, do you still feel confident on achieving your $165 million in sales for Dave's for this year and $90 million for Alpine? I think those were the numbers you had highlighted during those acquisitions.

Farha, we are still very confident in those numbers. There is tremendous excitement, both our sales team and manufacturing teams and our distributors about the Dave's Killer Bread introduction. We are excited that these brands are now part of our company and I think our retailers, our customer are equally excited because they see the growth opportunities in the category for organics. So we feel -- the first several weeks introduction has been very successful. We have done a great job getting off rack displays in just about all the retailers and we are just very bullish about what we are doing in the organic segment.

That’s helpful. And your sales came in a little bit light on the DSD versus our expectations and consensus. How should we think about the cadence of your volume trends as you pull back promotional activity in that core business?

Farha, I will comment and then I will let Steve help on that one. If you look at -- in your slides, you have a graph that really does a good picture of how pricing change from quarter four to quarter one. If you will notice that Flowers continues to sell at a branded premium of $0.25 in quarter four. Looking at quarter one, we increased that to $0.34. So, basically, what we are doing looking forward is making sure that we have got really a better balance between promotional activity and overall price increases. We will continue to sell at a premium versus the market but we are very optimistic of being able to get back on that growth program as we move into quarter two and the rest of the year. Steve?

And Farha, when you look at the rest of the year and you think about Q1 and the pressure we saw, we did mention there was a slight decrease due to weather from the prior year. I don’t want to over emphasize that but that did impact it. And then as Allen said, the lack of promotional activity in Q1 did impact overall branded volumes. And as you look at the remainder of the year, I think the changes we are making in our overall branded volume promotional strategy coupled with the fact you are coming into Q2 and Q3 which traditionally have been strong, fairly strong volume quarter due to the light seasonality of some of the bun and roll products, we feel like that we can come back in with -- kind of within flat to positive volume lift on the overall core business.

The next question is from Brett Hundley with BB&T Capital Markets.

Steve, just a follow-up on that last comment with Farha. When you talk about potentially getting volumes into a better place in coming quarters, does that require you giving up some of the price work that you have been looking to achieve? And maybe asked another way or maybe on top of that, assuming that you are able to continue to maintain the pricing that you want in coming quarters, what percentage of that did we see in Q1? Could you see more of a price benefit in Q2 and Q3 alongside potentially better volumes or does it not work that way?

Yes. I think when you look at, kind of the impact in Q1 of the pricing actions, again, as Allen said, it becomes kind of a balance of price mix versus overall volume. We are not -- when we talk about increasing promotional activity, again we will be selective and with selected markets, you know not to get into the overall pricing strategy on promotions. I do fell like from a balance perspective, while you may not see -- you will see some pressure probably on price mix but hopefully we will get the volume lift to offset that from a dollar perspective.

Okay. And you guys called out a number of things in your release last night and your prepared comments this morning about focus on margin expansion and eliminating excess cost. And Allen, you went through some of those items in the prepared remarks. Can you just maybe give us some color -- I assume you have done some work on what it can all mean for the bottom line and I am not really asking for those numbers directly. But can you give us some guidance on maybe when you can achieve some of those benefits and it sounds like it's in your guidance. I think I heard you say, Steve, but just wanted to get some further color on that.

Yes, Brett, it is incorporated in our guidance, some of the activity that we are working on to enhance margins. A lot of work is being focused, we mentioned pricing but I will expand that. It's really about promotional effectiveness. What is the everyday right price for items in a given marketplace, enabling us to get off rack displays and growth the brand. So we have a lot of work taking place on overall promotional effectiveness. The cost structure, we are also evaluating individual bakeries, making sure that from a manufacturing efficiency standpoint that we are maximizing the opportunity that we have there. And also we are focused on training. We have got a handful of operations that are below par in terms of efficiencies and we are doubling efforts to correct situations through training and continued investment in the appropriate equipment where needed. So really it's all hands on deck to make sure we address all the opportunities to improve margin.

And Allen, have you set a timeline on what you would like to at least start seeing some benefits from these actions.

Each of the activity, you know the benefits show up in different times. But the timing is really baked into our projections for the year and that’s probably the best representation of when we expect things to start to improve.

Okay. And just one last quick one from me, if I may. Just on capital allocation, guys. You have some remaining share repurchase ability. I just wanted to ask about how shareholders should properly understand your capital allocation desire at this particular point in time. We talk about priorities over a longer period, but at this point in time, your share price still offers an attractive valuation in our opinion. Even after the ASR has been completed. And we have kind of understood the traditional M&A market within bread to be somewhat limited right now but it also sounds like you guys are maybe pivoting a bit towards other adjacencies. You could also potentially look at a larger dividend yield down the road and so I just wanted to understand what the -- the proper understanding would be from a shareholder perspective at this point in time.

Sure, Brett. This is Steve. When you look at our overall capital allocation, I think generally we have done a good job balancing internal initiatives and M&A with shareholder returns as well. Not to comment specifically on our strategy for repurchase, we do have some room left on our current authorization. So, again, we are looking opportunistically and we will also be focused on debt reduction where from a leverage standpoint, we are slightly above where we would like to be. So, again, we will have to balance overall capital between the shareholder initiatives and between debt repayment and any internal investment through CapEx. So I know that doesn’t give you specifics but I would say, you can look at our current debt level and now that we will be focused on debt repayment but you can also know that when you look at current stock valuation, current dividend, we will continue to focus strongly on shareholder returns as well.

The next question is from Tim Ramey with Pivotal Research Group.

Just first a quick math question. The $126.3 million spent to repurchase shares doesn’t quite -- if I only divide by 6 million shares I get like an average price of 21.05. I assume that’s not right. Can you give me a better number than that?

When you look at the [indiscernible] The ASR Tim was $120 million. So it's roughly -- you know the way an ASR works is over a period of time. So we initially took roughly a large percentage of the shares and then we will settle that, make a final settlement of that in -- at the end of the second quarter. But the cash outlay for the $120 million is always -- has already been made. So there is still roughly another million shares to come in from the accelerated share repurchase from what we took initially. And then the additional shares in the quarter that we repurchased were early in the quarter due to the settlement of one of our stock-based comp awards. The accounting rules say that any shares turned back in to cover tax are treated as share repurchase. So that would be the difference in the numbers of shares from the accelerated share repurchase versus the total for the quarter.

Yes. I get the difference between the two. I just was trying to come up with a better number of shares as the denominator.

I mean it was [indiscernible] because the total outlay for the accelerated share repurchase has already been made but we haven't picked up the total number of shares at this point.

Okay. All right. And I understand you are rolling out some new software for the handheld into the DSD system relatively soon. Can you tell us anything about what that’s designed to do? What functionality that might have for the distributors?

Tim, we are consistently improving whether it's handhelds or other IT systems. You know we have improvements underway really all the time. I am sure that anything happening with our handhelds is designed to help our distributor partners improve their ordering process. But nothing out of the ordinary there to report.

Okay. And is there a total CapEx number for the year, if so, I missed it. I am sorry.

Yes. We are still looking at $90 million to $100 million total CapEx for the year.

Okay. Terrific. And if we think about that $0.34 price premium for the 1Q, I assume some of that was impacted by DKB, which is premium priced. How much kind of should we think about mix impacting the average price per loaf?

Tim, really DKB would not have had a significant impact on that number simply because it was introduced at the very end or the very first of quarter two.

Okay. So we should expect that premium to perhaps to expand a bit more just due to mix?

I think the comment was, we are evaluating pricing. There is some by market by market situation. It's very much of a balance between growing market share and maximizing pricing and we are working hard to do exactly that. But again, it's a market by market situation.

Okay. And just finally on the guidance. Given that the...

Tim, this is J.T. Let's go ahead and let others have a chance to ask questions. Thank you.

The next question is from Akshay Jagdale with Jefferies.

So can I ask about the sales guidance in a different way. I know you have a lot of initiatives underway. So I am just trying to understand what is the goal, right. So I mean if I think about what might be included in your guidance as far as price versus, sort of price mix versus volume. I am having a hard time understanding what you are expecting? What's the optimal outcome? Because this quarter, you are saying you had an improvement in price realization, which is a good thing, but that resulted in the premium expanding, seems like more than you were expecting, which negatively impacted volumes. Right. So you have all these, initiatives underway on promotions. Are we just not there yet in terms of being able to implement those effectively or why hasn’t -- because you have been talking about price promotion effectiveness now for several quarters. Why haven't we seen that reflected effectively, if I may, in the results in 1Q. So can you just help me bridge that gap because you are seeing for the rest of the year you expect to be more effective overall and I am trying to understand what's changed? Is it that the strategies are now implemented and the tools are now in place that they weren't before or you were expecting something different to happen.

Akshay, I will comment and then I will let Steve to add. If you look at the past quarter, it's very obvious in the graph, gives a good, a picture of the pricing that we took system wide. We basically, in the categories where our brands are strong we moved to a higher price point through a reduction in promotions. When that happened, obviously the market place did not react. You can see competitive pricing basically stayed the same and we lost unit volume. Going forward, we are looking at a more balanced approach. Again, looking very closely at our schedules from last year in what was very successful in quarter two and quarter four. So I think it will still be a market by market decision on pricing but you will see a more balanced approach to promotional activity than you did in quarter one.

So it's still more sort of trial and error process because that’s what I am trying to understand, right. Your guidance seems to assume you will be more effective.

Yes. I wouldn’t say it is trial and error. I mean we understand what it takes to grow the top line. We have got the strongest brands in the marketplace. It's very important that you get those off rack displays in retailers to support your branded growth and we understand exactly what it takes to achieve that and that’s what we plan to do in second quarter and forward. In the first quarter, because of the pricing that we took, there was a reduction in display support and that had an impact on our numbers as we see. And I would say, as we look forward, we are going to return to more of a normalized promotional activity schedule.

Okay. And just on margins. I actually thought the sequential improvement in gross margins, especially in DSD was encouraging, especially in light of some headwinds. So, one, can you tell me if you thought of it the same way but more importantly, what's going to be the overall margin impact of moving production in-house for DKB, because it impacts various line items on the gross profit side and on the SG&A. So what's the rough -- when you bring this, all the production in house, what is the rough impact on overall sort of DSD margins. And secondly, SG&A, let's say or SD&A, to say especially in the DSD segment moved in the other directions, so it was up year-over-year. And there was a comment about using less distributors this quarter, can you just explain that. Thank you.

Sure. When you look at the overall impact offsetting on the, moving production into our organic bakeries. Over time that will be roughly 30, 40 basis point improvement to the DSD gross margin. But again, that will take time as we work through our production capacity needs with those products. Looking primarily at SD&A, there was an increase in overall workforce cost from a distribution perspective, so that did drive some of the increase on the DSD business. Again, when you look at -- we talked about sales of the territories and the routes, again, that fluctuates from time to time. There are a lot of reasons why the routes would be held for inventory or held for sale. And primarily if you want, as we look at, making it to our overall distributor agreement, we did hold back some on certain routes. Not many of those routes are being offered for sale and as we have move to Q2 I think you will see the number of routes held in inventory will drop and you will see us complete some of that activity which in turn should help the overall SD&A as a percent of revenue because you will be able to leverage and drive stronger sales through that program and leverage the cost structure on SD&A line.

The next question is from Brian Holland with Consumer Edge Research.

Quick question, and I apologize if I didn’t catch this at the top. You are top line guidance for fiscal '16, reiterated, but within Dave's and Alpine Valley, are your assumptions unchanged or did they move higher based on anything you have seen, or is that all still in that 245-265 range?

So the assumptions of the organic business are unchanged.

Okay. So then, I guess, I am trying to understand maybe try to ask a different way, I know it's been asked a few times already this morning. So it looks at a high level, the competitive backdrop in your core markets were kind of unchanged from Q4. Some pressure from the independents about the same level. If you have pushed back, I am happy to hear that but that was kind of my interpretation at a high level. Your branded sales, I think were down 1.7% if you back out Dave's and Alpine contribution and your comps are more challenging in the second and third quarters. So I guess I am trying to understand, maybe first, what's embedded in your guidance over the balance of the year or from a competitive standpoint do you assume that it stays where it is, gets better, gets worse. And maybe how to think about the fact that you have challenge at comps. I know you mentioned some stuff about promotion and pricing continuing to kick through, so maybe if you could address that.

Yes. Our assumptions for the rest of the year in terms of the competitive environment is that it basically remains the same. We did not see a dramatic change from quarter four to quarter one at a time when we did take significant action on pricing. So our assumption based on the rest of the year and our assumption on the adjustments that we are making in our promotional plans assume that the competitive situation remains the same.

And I could just ask lastly about the Nature's Own portfolio. We see in the track channels a fair amount of pressure there. Some of it obviously just the price volumes that’s been well explained here this morning. But also in some of the other, maybe less core outside of the fresh bread product lines that essentially seem as though you are maybe phasing some stuff out. Can you maybe talk about the brand strategy there with Nature's Own. Maybe things that you are phasing out currently? When that may become less of a headwind, lapping stronger sales than the prior years. Maybe you phase some stuff out or realign the portfolio? I would be curious of your thoughts there?

Sure. Of course Nature's Own is the number one brand in the bakery category in the U.S. and has been for many years. We are really focused on simplifying the ingredients that are contained in Nature's Own. If you look at the ingredient legend, we will be reducing probably the list of individual ingredients by half. And that reflects current consumer desire for products that are simple in formulation and having the nutritional attributes that are so important. So we are excited about the changes that are being made overall to the brand. I think it doesn’t change the position. I think it really strengthens the positioning based on current consumer desires. In addition, we have m an y new items that are in the queue for Nature's Own. We are looking at other opportunities within the soft variety bread segment that we build, that will be certainly in sync with the consumer desires. And just a lot of activity from a brand support standpoint and the great thing about having such a mature team from a distribution point of view is that we are able to introduce new brands like Dave's Killer Bread and also at the same time continue support activity for our other brands with Nature's Own being one of the key brands in the future. So we are excited about all the marketing activity plan for Nature's Own for the rest of this year.

The next question is from Bill Chappell with SunTrust Robinson Humphrey.

Two questions. One, there is something in the 10-Q. I am just trying to understand that talk about reduce of number of independent distributors in the quarter versus prior and it was a temporary decrease. Can you just help me understand that?

Yes, Bill, if you look for the quarter, we did see a kind of ramp up in the routes held for sales in primarily, some of that’s in the new markets, some of that’s in the core markets. What we did was, as we were making enhancements to our overall distributor agreement, we did pull back some selling territories. But we have completed most of those enhancements and now we are moving forward with offering many of those routes for sale now. So in Q2 you will see us selling some of those territories and you will see a reversal of the impact of some of that in Q1.

So on that, can you give us kind of an update of where you are on updating the agreements across the country?

Really not getting into any specific market or specifics about the agreement, I would say, generally, again we have put in some enhancements and now we are using that agreement as we sell new territories going forward. But as far as specific numbers, we would not want to disclose that.

Bill, I would add that from an operational standpoint, there is lot of excitement in the markets where we are actually now able to convert to independent distributors. Many of the prospective distributors have kind of been on standby for too long and lots of excitement about being able to go ahead and convert to the independent distributor model in these markets.

And then secondly just, I guess I am a little confused, I think in the commentary you said there was a higher level of kind of promotions by competitors in the market that impacted volumes within, I think just said that you didn’t see much change in the competitive activity from fourth quarter to first quarter. So just trying to understand, like is Bimbo or others coming back or is it fairly stagnant.

Basically what has happened, in the fourth quarter we implemented price increases really reflective of higher promotional prices, starting in the middle of the fourth quarter. That continued. Those price increases continue to be implemented on our side moving through the first quarter and the comment was, from a competitive standpoint the pricing really do not change. And so that is the reason and if you look at the graph in the deck, that’s the reason for the increase in the gap between our price and the market price reported by IRI.

Okay. But for most of your levels...

The market stayed the same, we increased price. The market stayed the same.

Okay. And expect it to stay that way as we move forward?

That’s our assumption.

This concludes the question-and-answer session. I would like to turn the call back to Allen Shiver for closing remarks.

Thank you, Ellen. At Flowers we have the right team, right products and the right strategy to drive shareholder value. We operate both from a strong competitive and financial position that allows us to invest in the business while also returning capital to our stakeholders. We remain confident that we are taking the right strategic steps to keep the company positioned for long-term profitable growth. Thank you for your time this morning and this will conclude our call.

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