Operator
Operator
Welcome to the Flowers Foods' Second 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. J.T. Rieck - VP-Investor Relations & Financial Analysis: Thank you, Ellen, and good morning, everyone. Our second 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 website. You can find the slide presentation that supports our discussion for today posted on the conference call page in the Investor 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'll open the call for your questions following our prepared remarks. Now, Allen, I'll turn the call over to you. Allen L. Shiver - President, Chief Executive Officer & Director: Thank you, J.T., and thank you for joining us today. Before we get to our earnings results, I would like to take a moment to reflect on this week's news items and put things into perspective. Today, Flowers Foods is a strong company, with 49 bakery subsidiaries in 18 states, having grown our reach to extend to more than 85% of the U.S. population. We have strong brands, and the number one bread brand in Nature's Own and the new growth driver in the rollout of Dave's Killer Bread. We have made significant investments toward our future, completing our Tuscaloosa conversion and look forward to taking advantage at Alpine's warehouse distribution. We're also well positioned across our snack and foodservice businesses. In addition, we have a strong and experienced management team that is taking the actions necessary day-in and day-out to allow Flowers to succeed in the future. Furthermore, Flowers and its subsidiaries employ approximately 10,800 hard working and dedicated employees, who are the best in our industry. Our subsidiaries also work with approximately 5,100 independent distributors who control and operate their own businesses to provide full service bakery support to the retail and their foodservice customers. The combination of our brands and experienced team has allowed us to generate strong consistent cash flow, which we're constantly working to grow. To that end, and I'll now discuss in greater detail today, we're announcing Project Centennial, the next step in our efforts to drive additional growth and enhance value to our shareholders. With that, let's get into the quarter. In the second quarter, we grew sales by 5.2%. For the most part, our organic brands led by Dave's Killer Bread drove the increase, contributing 5.6%. Expansion markets also continued to grow in line with our expectations adding an additional 80 basis points to the top line. That said, a soft category pressured our core markets, reducing sales growth by 1.2%. Increased sales and stable margins also helped grow adjusted EBITDA by 5.2%. Adjusted EPS grew 4%, overcoming higher amortization expense and increased legal and consulting costs, which together were $0.02 per share higher than the second quarter a year ago. So now that I have provided a summary of the quarter's results, there are three topics I'd like to cover today: first, an update on the competitive environment; second, a review of our operational priorities and outlook for the year; and finally, I'll introduce Project Centennial, a comprehensive review of our business and cost structure that we began in the second quarter. Looking at the entire category, IRi shows the overall packaged breads market declined 0.4% in dollars with pricing and mix shifts offsetting unit declines. Continuing recent trends, category unit volumes have been under pressure, with store brand in particular losing dollar and unit share. Soft consumer demand in the bakery category has put pressure on volume. On slide six, the effect of these marketplace dynamics can be seen in the IRi data for traditional loaf breads which is the key category segment for Nature's Own, Sunbeam, Wonder and our other bread brands. In the second quarter, we experienced acute pricing pressure in the traditional loaf segment, where we saw high promotional activity in our core markets. As you know, traditional loaf breads are product categories that are key to our branded retail business, and as Steve will discuss in more detail, we have lowered our outlook for fiscal 2016 sales and adjusted EPS, due to continued promotional activity and weak category volumes. However, for those on the call who have followed Flowers for a long time, you'll remember that we've experienced navigating periods of heightened promotion activity. As we've successfully done in the past, we're already taking action to protect our position in the marketplace. We're confident that the strength of our brands and our high quality standards, combined with the exceptional service provided by our independent distributor partners will continue to demonstrate compelling value to consumers and grow our market share. Even as we work to strengthen the position of our leading bread and cake brands, Nature's Own, Wonder and Tastykake, we continue to focus on the substantial growth opportunities we have in organic breads, driven by Dave's Killer Bread. During the first week of the second quarter, we began delivering freshly baked DKB via our direct store delivery network, dramatically increasing distribution of the best-selling organic bread brand in the country. As a result, compared to the first quarter, DKB's average weekly sales increased by approximately 24%. And I applaud our team's efforts to rapidly expand distribution. We're meeting the ever-growing demand for organic breads, with capacity gained in the acquisition of the Alpine bakery, as well as the conversion of our Tuscaloosa, Alabama bakery for organic production. Every day, we're producing more of our organic breads in house, which lowers cost and improves quality. While Alpine sales are below our outlook, due to business coming on later than expected, the key strategic focus for the quarters ahead will be to leverage our warehouse distribution capabilities to grow Alpine. I'm confident in Alpine's future. In the back half, we will have additional distribution and product innovation planned to drive sales and growth for the brand. On slide nine, you can see that in addition to normalizing promotions on our core items and expanding distribution of organic breads, we have marketing initiatives in place to support growth in our expansion markets, allied innovative products and generate demand. To coincide with the extension of our DSD network into the Pacific Northwest, we use targeted digital advertising to drive awareness for Nature's Own. Cobblestone Right Sized bread continues to grow and recently earned industry recognition for innovation. Our cake business had a strong quarter, with both Tastykake and Mrs. Freshley's growing units and dollars, based on our internal sales data. Tastykake posted solid mid-single-digit growth driven by the marketing partnerships and seasonal items I mentioned last quarter. The sales growth delivered by our organic brands, Tastykake in expansion markets, illustrates how our recent acquisitions strengthen and diversify our brand portfolio as well as position us for continued growth in growing segments of the category like organics. I pointed out that the steps we've taken to defend our market share, I've outlined how we're supporting our growing brands, and now I will explain the progress we've made against our strategic priorities for 2016 as well as Project Centennial. As always, we continue to manage Flowers for the long-term. We've accomplished a lot this year to keep our company well positioned for continued growth. For example, we've completed the integration of DKB and Alpine, which includes extending our DSD footprint into the Pacific Northwest, as well as launching DKB nationwide. Also, we've converted Tuscaloosa organic production, and we've continued to ramp up production at our new Lenexa and Knoxville bakeries opened last year. Even though these activities required our time and investment, we're confident they are the right things to do, in order to build sustainable value. Our revised guidance reflects the combined effect of the softer than expected marketplace, and the strategic cost we made in order to support growth in expansion markets, and growing category segments. We recognize that regardless of the competitive environment or changes in consumer value, we need to always be looking for new ways to continue to take advantage of those opportunities we have to grow and create value. Not just today, but over the long-term. And that brings me to Project Centennial. First, the name of the project is a reflection of our upcoming 100-year anniversary, since Flowers founding in Thomasville, Georgia in 1919. Simply put, the project is an in-depth review of our business and operations, focusing on ways that we can grow sales, simplify our business, and improve profitability. We are still early in the process, but we are excited about the potential, and we will share additional details in the coming quarters. It's important to remember this is a long-term business, and even though things can change from quarter-to-quarter, I'm confident that just as we've done in the past, going forward, Flowers Foods will continue to excel. And that's why we are still confident in the goals we spelled out at our investor briefing in April. Over the long-term, excluding acquisitions, we expect sales to grow 2% to 4% driven by our organic brands, our expansion markets and opportunities we have in our core. Combining the top-line growth with our EBITDA margin target of 12% to 14%, we expect to deliver EPS growth of 8% to 10%, add on a strong dividend yield and that is a formula for solid total shareholder returns. I'm confident we can achieve these goals because we've built a solid foundation and now with Project Centennial, we are accelerating our plans to expand margins and drive sales growth. I'm also confident because our team is strong and with the experience to overcome challenges and reward our shareholders over the long-term, just as we've done in the past. With that, let's have Steve review the financials. R. Steve Kinsey - Chief Financial Officer & Executive Vice President: Thank you, Allen, and good morning, everyone. Second quarter sales of $935 million increased 5.2% versus last year, driven by the DKB and Alpine acquisitions, which increased sales by 5.6%. Excluding acquisitions, volume growth contributed 0.1% to the overall sales increase, driven by volume increases in the non-retail and store branded categories, more than offsetting volume declines in the branded category. On a consolidated basis, price mix declined by 0.5% due to declining price mix in the non-retail channel, partially offset by positive price mix in branded retail. EPS for the quarter was $0.24 unchanged from the year ago quarter. Adjusted for the pension de-risking settlement in the current quarter and the asset impairment last year, EPS increased 4% or $0.01 per share to $0.26 per share. Net income for the quarter decreased 1.2% to $51.2 million, while adjusted net income increased 1.5%. Consolidated adjusted EBITDA for the quarter increased 5.2% to $118.7 million or 12.7% of sales, and equal to the prior year. As a percent of sales, overall gross margin increased 30 basis points to 48.9% of sales. Lower input costs including ingredients, packaging and utilities benefited margins by approximately 130 basis points, offset by higher workforce costs and costs associated with the continued integration of organics, including outside purchases. As a percentage of revenue, SD&A costs were up 30 basis points to 36.2% of sales as higher workforce-related costs, consulting and legal costs. Cash flows from operations was $73.2 million compared to $97.5 million in the prior year quarter, the decline primarily due to changes in working capital. Capital expenditures were $17.8 million. During the second quarter, we settled the accelerated share repurchase plan entered into late Q1. Year-to-date, the company has returned approximately $126 million of cash to shareholders through repurchases. During the quarter, we also paid $33 million of cash to investors through dividends. Now quickly commenting on segment level results. DSD segment sales increased 4.5% with to date DKB acquisition contributing 5.4%. Relative to the second quarter 2015, promotional activity in the quarter was reduced, which drove overall segment price mix up 0.9%. Overall, volumes were down 1.8%, driven by lower volumes of core branded items due to fewer promotions. Operating income for the DSD segment was $80.1 million, an increase of 2.6% compared to the prior year's second quarter. Operating margins for the segment was 10.2% or down 20 basis points from a year ago. DSD segment adjusted EBITDA was slightly positive, up 0.7% to $108 million. EBITDA margin for the segment was 13.8% or down 50 basis points as a percent of sales. The decline in margin was driven by softer sales for the core business, continued cost associated with the integration of organic business, partially offset by lower input cost. Also a contributing factor to DSD margins was increased legal expense and higher corporate overhead charges. Warehouse segment sales increased 9.1% with the Alpine acquisition contributing 6.6%. We saw strong growth in volume excluding acquisitions from the non-retail category. Volume growth along with the acquisition more than offset negative price mix. Operating income for the Warehouse segment was $15.7 million, an increase of 12.4% compared to the prior year's second quarter. Operating margin for the segment was 10.5%, up 30 basis points from a year ago. Warehouse segment EBITDA increased by 15.6% to $20 million. EBITDA margin for the Warehouse segment was 13.6%, up 80 basis points, primarily due to sales increases and higher intercompany sales. Corporate SD&A costs in the quarter were $9.8 million, are down approximately $2.4 million from the prior year, primarily because last year's certain anticipated costs were not allocated to segments, but were instead absorbed at the corporate level. Carrying cost associated with the acquired Hostess bakeries continued to decrease as expected. In the second quarter, these costs were $1.9 million or down $2.7 million from a year ago. Currently, we have listed for sale three non-strategic facilities and we still have four undergoing a strategic review. Depreciation and amortization on the quarter, charges were $32.6 million, an increase of $2.1 million, primarily due to increased amortization charges associated with intangibles from the acquisitions. Net interest expense in the quarter was $3 million, and we entered the quarter with a net debt of just above a $1 billion. Our net debt to trailing 12-month EBITDA is 2.3 times. Now, turning to our guidance, as detailed in the release and on slide 12, we lowered our guidance for the full-year 2016. We now expect sales to be in the range of $3.93 billion to $3.986 billion. EPS is now forecasted to be $0.88 to $0.93. Adjusted EPS, including approximately $0.02 of accretion from the accelerated share repurchase, is now anticipated to be in the range of $0.90 per share to $0.95 per share. As Allen mentioned, the primary reason for the downward revision in our 2016 guidance reflects the challenges in the marketplace, with respect to consumer demand and the promotional activity, as well as the continued expectation of higher SD&A costs in the back half. Thank you for your interest in Flowers, and now, I'll turn the call back to Allen. Allen L. Shiver - President, Chief Executive Officer & Director: Thank you, Steve. Let me briefly comment on the filings we made yesterday with the SEC. As you may have seen, we disclosed that we received notification on August 9, from the Department of Labor, regarding a compliance review. As we stated in the filings, we are cooperating with the DOL, but beyond that, we cannot comment as the review process is confidential. That said, today's call is about our second quarter earnings results, and we ask that you please limit your questions to that topic. Before we go to the Q&A, I want to be sure to recognize the team's continued hard work, as they serve the marketplace, improving operations, and remain committed to delivering value for shareholders by executing on our long-term goals. Our board and management team recognizes the challenges presented by the marketplace today. And we are taking affirmative action to streamline our core business, identify new avenues of growth and shape the successful future of Flowers Foods. Thank you and we'll now open the line for questions.