PR Newswire | Aug 12, 2021 04:05PM EDT

08/12 15:05 CDT

Flowers Foods, Inc. Reports Second Quarter 2021 Results THOMASVILLE, Ga., Aug. 12, 2021

THOMASVILLE, Ga., Aug. 12, 2021 /PRNewswire/ -- Flowers Foods, Inc. (NYSE: FLO), producer of Nature's Own, Dave's Killer Bread, Wonder, Canyon Bakehouse, Tastykake, and other bakery foods, today reported financial results for the company's 12-week second quarter ended July 17, 2021.

Second Quarter Summary:

Compared to the prior year second quarter where applicable

* Sales decreased 0.8% to $1.017 billion compared to record results in the prior year period that were driven by the pandemic. * Net income decreased 2.7% to $56.4 million. Adjusted net income decreased 1.7% to $68.8 million. * Adjusted EBITDA(1) decreased 5.0% to $122.1 million. Adjusted EBITDA represented 12.0% of sales, a 50-basis point decrease. * Diluted EPS decreased $0.01 to $0.26. Adjusted diluted EPS(1) decreased $0.01 to $0.32.

(1) Adjusted for items affecting comparability. See reconciliations ofnon-GAAP measures in the financial statements following this release.

CEO's Remarks:

"Flowers' strong second quarter performance reflects the power of our leading brands and our sustained investment in sales growth and network optimization," said Ryals McMullian, Flowers Foods' president and CEO. "We are delivering results well ahead of pre-pandemic levels as we continue to grow our market share, and I thank our team for their perseverance in navigating the uncertainty caused by the pandemic.

"By executing on our four strategic pillars - developing our team, focusing on brands, prioritizing margins, and smart M&A - we are continuing to develop the structure and capabilities necessary to achieve our goals," he continued. "I have never been more optimistic about Flowers' potential. We have taken important steps forward and remain committed to achieving our financial targets and creating shareholder value in the current year and beyond."

For the 52-week Fiscal 2021, the Company Expects:

* Sales in the range of approximately $4.256 billion to $4.300 billion, representing a decrease of approximately 2.0% to 3.0% compared to the prior year period. The new guidance represents an increase over prior guidance of approximately $4.234 billion to $4.300 billion. This change includes a 1.8% reduction in sales due to one fewer week in fiscal 2021. * Diluted EPS in the range of approximately $1.17 to $1.22, an increase over prior guidance of $1.10 to $1.17. The effect of one fewer week in fiscal 2021 impacts EPS by approximately $0.02.

The company's outlook is based on the following assumptions:

* Depreciation and amortization in the range of $135 million to $140 million * Net interest expense of approximately $8 million * An effective tax rate of approximately 24.5% * Weighted average diluted share count for the year of approximately 213 million shares * Capital expenditures for the year in the range of $125 million to $135 million

Matters Affecting Comparability:

Reconciliation of Earnings per Share to Adjusted Earnings per Share

For the 12 Week For the 12 Week Period Ended Period Ended

July 17, 2021 July 11, 2020

Net income per diluted common share $ 0.26 $ 0.27

Project Centennial consulting costs - 0.02

Business process improvement consulting costs 0.05 -

Acquisition consideration adjustment 0.01 -

Restructuring and related impairment charges - 0.04

Adjusted net income per diluted common share $ 0.32 $ 0.33

Consolidated Second Quarter Operating Highlights

Compared to the prior year second quarter where applicable

* Sales decreased 0.8% to $1.017 billion compared to record results in the prior year period driven by the pandemic. * Percentage point change in sales attributed to: * Pricing/mix: 3.1% * Volume: -3.9%

* Branded retail sales decreased $14.1 million or 2.0% to $674.7 million, store branded retail sales decreased $13.6 million or 9.4% to $131.0 million, while non-retail and other sales increased $19.1 million or 9.9% to $211.5 million. * Branded retail sales decreased primarily due to difficult prior year comparisons, partially offset by favorable price/mix. * Store branded retail sales decreased primarily due to volume declines as consumer purchasing shifted to branded retail products. * Non-retail and other sales increased compared to weak sales in the prior year period due to the pandemic.

* Net income decreased $1.6 million to $56.4 million due primarily to lower operating income, partly offset by a lower tax rate and lower interest expense. Adjusted net income decreased 1.7% to $68.8 million. * Adjusted EBITDA decreased 5.0% to $122.1 million, representing 12.0% of sales, a 50-basis point decrease. * Materials, supplies, labor and other production costs (exclusive of depreciation and amortization) were 49.5% of sales, a 20-basis point increase. These costs increased as a percentage of sales due to moderating sales and increased returns of unsold products, partially offset by $1.5 million of start-up costs in the year-ago period related to the conversion of our Lynchburg, Virginia facility to an organic bakery. Rising commodity costs were partially offset by positive price/mix and improved promotional efficiency. * Selling, distribution and administrative (SD&A) expenses were 40.1% of sales, a 140-basis point increase, impacted by higher business process improvement consulting costs. Excluding matters affecting comparability, adjusted SD&A expenses were 38.4% of sales, a 30-basis point increase from the prior year period. Higher logistics costs and an increased investment in marketing were partly offset by lower distributor distribution fees, due to the mix shift, and higher scrap income. * Depreciation and amortization (D&A) expenses were $31.6 million, or 3.1% of sales, a 10-basis point decrease.

Cash Flow, Capital Allocation, and Capital Return

Year-to-date, through the second quarter of fiscal 2021, cash flow from operating activities decreased by $52.4 million to $223.4 million, capital expenditures increased $11.7 million to $58.3 million, and dividends paid increased $4.4 million to $87.0 million. Cash and cash equivalents were $292.3 million at the end of the second quarter of fiscal 2021.

There are 6.1 million shares that remain authorized for repurchase under the company's current share repurchase plan. The company expects to continue to make opportunistic share repurchases from time to time under this plan.

Pre-Recorded Management Remarks and Question and Answer Webcast

In conjunction with this release, Flowers Foods will post pre-recorded management remarks and a supporting slide presentation to its website. The company will host a live question and answer webcast at 8:30 a.m. (Eastern) on August 13, 2021. The pre-recorded remarks and the webcast can be accessed at flowersfoods.com/investors and will be archived on the company's website.

About Flowers Foods

Headquartered in Thomasville, Ga., Flowers Foods, Inc. (NYSE: FLO) is one of the largest producers of packaged bakery foods in the United States with 2020 sales of $4.4 billion. Flowers operates bakeries across the country that produce a wide range of bakery products. Among the company's top brands are Nature's Own, Dave's Killer Bread, Wonder, Canyon Bakehouse, and Tastykake. Learn more at www.flowersfoods.com.

FLO-IR FLO-CORP

Forward-Looking Statements

Statements contained in this filing and certain other written or oral statements made from time to time by Flowers Foods, Inc. (the "company", "Flowers Foods", "Flowers", "us", "we", or "our") and its representatives that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to current expectations regarding our future financial condition and results of operations and the ultimate impact of the novel strain of coronavirus ("COVID-19") on our business, results of operations and financial condition and are often identified by the use of words and phrases such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "should," "will," "would," "is likely to," "is expected to" or "will continue," or the negative of these terms or other comparable terminology. These forward-looking statements are based upon assumptions we believe are reasonable. Forward-looking statements are based on current information and are subject to risks and uncertainties that could cause our actual results to differ materially from those projected. Certain factors that may cause actual results, performance, liquidity, and achievements to differ materially from those projected are discussed in the Annual Report on Form 10-K (the "Form 10-K") and may include, but are not limited to, (a) unexpected changes in any of the following: (1) general economic and business conditions; (2) the competitive setting in which we operate, including advertising or promotional strategies by us or our competitors, as well as changes in consumer demand; (3) interest rates and other terms available to us on our borrowings; (4) energy and raw materials costs and availability and hedging counter-party risks; (5) relationships with or increased costs related to our employees and third-party service providers; (6) laws and regulations (including environmental and health-related issues); and (7) accounting standards or tax rates in the markets in which we operate, (b) the ultimate impact of the COVID-19 outbreak and measures taken in response thereto, including additional variants of the virus and the efficacy and distribution of vaccines, on our business, results of operations and financial condition, which are highly uncertain and are difficult to predict, (c) the loss or financial instability of any significant customer(s), including as a result of product recalls or safety concerns related to our products, (d) changes in consumer behavior, trends and preferences, including health and whole grain trends, and the movement toward more inexpensive store branded products, (e) the level of success we achieve in developing and introducing new products and entering new markets, (f) our ability to implement new technology and customer requirements as required, (g) our ability to operate existing, and any new, manufacturing lines according to schedule, (h) our ability to execute our business strategies which may involve, among other things, (1) the integration of acquisitions or the acquisition or disposition of assets at presently targeted values, (2) the deployment of new systems and technology, and (3) an enhanced organizational structure, (i) consolidation within the baking industry and related industries, (j) changes in pricing, customer and consumer reaction to pricing actions, and the pricing environment among competitors within the industry, (k) disruptions in our direct-store-delivery distribution model, including litigation or an adverse ruling by a court or regulatory or governmental body, or other regulatory developments, that could affect the independent contractor classifications of the independent distributors, (l) increasing legal complexity and legal proceedings that we are or may become subject to, (m) labor shortages and turnover or increases in employee and employee-related costs, (n) the credit, business, and legal risks associated with independent distributors and customers, which operate in the highly competitive retail food and foodservice industries, (o) any business disruptions due to political instability, pandemics, armed hostilities, incidents of terrorism, natural disasters, labor strikes or work stoppages, technological breakdowns, product contamination, product recalls or safety concerns related to our products, or the responses to or repercussions from any of these or similar events or conditions and our ability to insure against such events, (p) the failure of our information technology systems to perform adequately, including any interruptions, intrusions or security breaches of such systems or risks associated with the planned implementation of a new enterprise resource planning ("ERP") system; and (q) regulation and legislation related to climate change that could affect our ability to procure our commodity needs or that necessitate additional unplanned capital expenditures. The foregoing list of important factors does not include all such factors, nor necessarily present them in order of importance. In addition, you should consult other disclosures made by the company (such as in our other filings with the Securities and Exchange Commission ("SEC") or in company press releases) for other factors that may cause actual results to differ materially from those projected by the company. Refer to Part I, Item 1A., Risk Factors, of the Form 10-K and Part II, Item 1A., Risk Factors of the Form 10-Q for the quarter ended July 17, 2021 for additional information regarding factors that could affect the company's results of operations, financial condition and liquidity. We caution you not to place undue reliance on forward-looking statements, as they speak only as of the date made and are inherently uncertain. The company undertakes no obligation to publicly revise or update such statements, except as required by law. You are advised, however, to consult any further public disclosures by the company (such as in our filings with the SEC or in company press releases) on related subjects.

Information Regarding Non-GAAP Financial Measures

The company prepares its consolidated financial statements in accordance with U.S. Generally Accepted Accounting Principles (GAAP). However, from time to time, the company may present in its public statements, press releases and SEC filings, non-GAAP financial measures such as, EBITDA, adjusted EBITDA, EBITDA margin, adjusted EBITDA margin, adjusted net income, adjusted EPS, adjusted income tax expense, adjusted selling, distribution and administrative expenses (SD&A), gross margin excluding depreciation and amortization, free cash flow, and the ratio of net debt to adjusted EBITDA. The reconciliations attached provide reconciliations of the non-GAAP measures used in this presentation or release to the most comparable GAAP financial measure. The company's definitions of these non-GAAP measures may differ from similarly titled measures used by others. These non-GAAP measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP.

The company defines EBITDA as earnings before interest, taxes, depreciation and amortization. Earnings are net income. The company defines free cash flow as operating cash flow minus capital expenditures. The company believes that free cash flow provides investors a better understanding of the company's liquidity position. The company believes that EBITDA is a useful tool for managing the operations of its business and is an indicator of the company's ability to incur and service indebtedness and generate free cash flow. EBITDA is used as the primary performance measure in the company's 2014 Omnibus Equity and Incentive Compensation Plan. Furthermore, pursuant to the terms of our credit facility, EBITDA is used to determine the company's compliance with certain financial covenants. The company also believes that EBITDA measures are commonly reported and widely used by investors and other interested parties as measures of a company's operating performance and debt servicing ability because EBITDA measures assist in comparing performance on a consistent basis without regard to depreciation or amortization, which can vary significantly depending upon accounting methods and non-operating factors (such as historical cost). EBITDA is also a widely-accepted financial indicator of a company's ability to incur and service indebtedness.

EBITDA should not be considered an alternative to (a) income from operations or net income (loss) as a measure of operating performance; (b) cash flows provided by operating, investing and financing activities (as determined in accordance with GAAP) as a measure of the company's ability to meet its cash needs; or (c) any other indicator of performance or liquidity that has been determined in accordance with GAAP.

The company defines adjusted EBITDA, EBITDA margin, adjusted EBITDA margin, adjusted net income, adjusted diluted EPS, adjusted income tax expense and adjusted SD&A, respectively, excluding the impact of asset impairment charges, Project Centennial consulting costs, business process improvement costs, lease terminations and legal settlements, acquisition-related costs, and pension plan settlements. Adjusted income tax expense also excludes the impact of tax reform. The company believes that these measures, when considered together with its GAAP financial results, provides management and investors with a more complete understanding of its business operating results, including underlying trends, by excluding the effects of certain charges.

The company defines net debt as total debt less cash and cash equivalents. Net debt to EBITDA is used as a measure of financial leverage employed by the company. Gross margin excluding depreciation and amortization is used as a performance measure to provide additional transparent information regarding our results of operations on a consolidated and segment basis. Changes in depreciation and amortization are separately discussed and include depreciation and amortization for materials, supplies, labor and other production costs and operating activities.

Presentation of gross margin includes depreciation and amortization in the materials, supplies, labor and other production costs according to GAAP. Our method of presenting gross margin excludes the depreciation and amortization components, as discussed above.

The reconciliations attached provide reconciliations of the non-GAAP measures used in this presentation or release to the most comparable GAAP financial measure.

Flowers Foods, Inc.Condensed Consolidated Balance Sheets

(000's omitted)

July 17, 2021 January 2, 2021

Assets

Cash and cash equivalents $ 292,270 $ 307,476

Other current assets 518,753 502,300

Property, plant and equipment, net 701,637 699,393

Right-of-use leases, net 345,087 334,131

Distributor notes receivable (1) 194,969 204,839

Other Assets 18,315 14,722

Cost in excess of net tangible assets, net 1,254,895 1,260,162

Total assets $ 3,325,926 $ 3,323,023

Liabilities and Stockholders' Equity

Current liabilities $ 454,168 $ 452,197

Long-term debt 889,878 960,103

Right-of-use lease liabilities (2) 358,671 345,762

Other liabilities 198,079 191,967

Stockholders' equity 1,425,130 1,372,994

Total liabilities and stockholders' equity $ 3,325,926 $ 3,323,023

(1) Includes current portion of $28,949 and $28,427, respectively.

(2) Includes current portion of $55,599 and $51,908, respectively.

Flowers Foods, Inc.Consolidated Statement of Operations

(000's omitted, except per share data)

For the 12 Week For the 12 Week For the 28 Week For the 28 Week Period Ended Period Ended Period Ended Period Ended

July 17, 2021 July 11, 2020 July 17, 2021 July 11, 2020

Sales $ 1,017,309 $ 1,025,861 $ 2,319,477 $ 2,375,305

Materials,supplies,labor andotherproductioncosts(exclusive of 504,062 506,033 1,147,638 1,176,906depreciationandamortizationshownseparatelybelow)

Selling,distributionand 407,707 396,904 909,680 918,939administrativeexpenses

Loss oninferior - - 122 -ingredients

Restructuringand related - 10,535 - 10,535impairmentcharges

Depreciationand 31,619 33,180 73,005 77,843amortizationexpense

Income from 73,921 79,209 189,032 191,082operations

Other pension (93) (72) (218) 71(benefit) cost

Pension plansettlement and - - - 116,207curtailmentloss

Loss onextinguishment - - 16,149 -of debt

Interest 1,070 2,869 5,271 6,183expense, net

Income before 72,944 76,412 167,830 68,621income taxes

Income tax 16,586 18,493 39,817 16,474expense

Net income $ 56,358 $ 57,919 $ 128,013 $ 52,147

Net income perdiluted common $ 0.26 $ 0.27 $ 0.60 $ 0.25share

Dilutedweighted 213,056 212,284 212,897 212,192average sharesoutstanding

Flowers Foods, Inc.Condensed Consolidated Statement of Cash Flows

(000's omitted)

For the 12 For the 12 For the 28 For the 28 Week Week Period Week Period Week Period Ended Ended Period Ended Ended

July 17, July 11, July 17, July 11, 2021 2020 2021 2020

Cash flows from operatingactivities:

Net income $ 56,358 $ 57,919 $ 128,013 $ 52,147

Adjustments to reconcilenet income to net cashfrom operatingactivities:

Total non-cash 40,766 49,862 96,604 193,513adjustments

Changes in assets andliabilities and pension 28,311 61,828 (1,187) 30,134contributions

Net cash provided by 125,435 169,609 223,430 275,794operating activities

Cash flows from investingactivities:

Purchase of property, (30,992) (24,894) (58,270) (46,594)plant and equipment

Proceeds from sale ofproperty, plant and 252 590 2,411 1,452equipment

Acquisition of trademarks (10,200) - (10,200) -

Other 3,086 5,342 9,088 9,363

Net cash disbursed for (37,854) (18,962) (56,971) (35,779)investing activities

Cash flows from financingactivities:

Dividends paid (44,539) (42,342) (87,042) (82,628)

Payment of contingent - - - (4,700)consideration

Stock repurchases - - (1,058) (783)

Net change in debt - (61,250) (81,858) 142,500borrowings

Payments on financing (443) (1,720) (866) (3,900)leases

Other (899) 1,544 (10,841) (1,986)

Net cash (disbursed for)provided by financing (45,881) (103,768) (181,665) 48,503activities

Net increase (decrease)in cash and cash 41,700 46,879 (15,206) 288,518equivalents

Cash and cash equivalents 250,570 252,683 307,476 11,044at beginning of period

Cash and cash equivalents $ 292,270 $ 299,562 $ 292,270 $ 299,562at end of period

Flowers Foods, Inc.Sales by Sales Class and Sales Bridge

(000's omitted)

Sales by Sales For the 12 Week For the 12 WeekClass Period Ended Period Ended

July 17, 2021 July 11, 2020 $ Change % Change

Branded Retail $ 674,749 $ 688,869 $ (14,120) (2.0) %

Store Branded 131,022 144,574 (13,552) (9.4) %Retail

Non-Retail and 211,538 192,418 19,120 9.9 %Other

Total Sales $ 1,017,309 $ 1,025,861 $ (8,552) (0.8) %

Sales by Sales For the 28 Week For the 28 WeekClass Period Ended Period Ended

July 17, 2021 July 11, 2020 $ Change % Change

Branded Retail $ 1,536,622 $ 1,579,950 $ (43,328) (2.7) %

Store Branded 293,462 334,858 (41,396) (12.4) %Retail

Non-Retail and 489,393 460,497 28,896 6.3 %Other

Total Sales $ 2,319,477 $ 2,375,305 $ (55,828) (2.4) %

Sales Bridge

Net TotalFor the 12 week period ended July 17, 2021 Volume Price/Mix Sales Change

Flowers Foods (3.9)% 3.1% (0.8)%

Net TotalFor the 28 week period ended July 17, 2021 Volume Price/Mix Sales Change

Flowers Foods (5.6)% 3.2% (2.4)%

Flowers Foods, Inc.Reconciliation of GAAP to Non-GAAP Measures

(000's omitted, except per share data)

Reconciliation of Earnings per Share to Adjusted Earnings per Share

For the 12 Week For the 12 Week For the 28 Week For the 28 Week Period Ended Period Ended Period Ended Period Ended

July 17, 2021 July 11, 2020 July 17, 2021 July 11, 2020

Net income perdiluted common $ 0.26 $ 0.27 $ 0.60 $ 0.25share

Loss oninferior - - NM -ingredients

ProjectCentennial - 0.02 - 0.03consultingcosts

Businessprocessimprovement 0.05 - 0.06 -consultingcosts

Legal - - - 0.01settlements

Acquisitionconsideration 0.01 - 0.01 -adjustment

Restructuringand related - 0.04 - 0.04impairmentcharges

Pension plansettlement and - - - 0.41curtailmentloss

Other pensionplan - - - NMterminationcosts

Loss onextinguishment - - 0.06 -of debt

Adjusted netincome per $ 0.32 $ 0.33 $ 0.73 $ 0.74diluted commonshare

NM - notmeaningful.

Reconciliation of Gross Margin

For the 12 For the 12 For the 28 For the 28 Week Week Week Week Period Period Period Period Ended Ended Ended Ended

July 17, July 11, July 17, July 11, 2021 2020 2021 2020

Sales $ 1,017,309 $ 1,025,861 $ 2,319,477 $ 2,375,305

Materials, supplies, labor and other production costs (exclusive of 504,062 506,033 1,147,638 1,176,906depreciation and amortization)

Gross Margin excluding depreciation and amortization 513,247 519,828 1,171,839 1,198,399

Less depreciation and amortization for production activities 17,814 18,113 $ 40,944 $ 42,371

Gross Margin $ 495,433 $ 501,715 $ 1,130,895 $ 1,156,028

Depreciation and amortization for production activities $ 17,814 $ 18,113 $ 40,944 $ 42,371

Depreciation and amortization for selling, distribution and administrative 13,805 15,067 32,061 35,472activities

Total depreciation and amortization $ 31,619 $ 33,180 $ 73,005 $ 77,843

Reconciliation of Selling, Distribution and Administrative Expenses to

Adjusted SD&A

For the 12 For the For the 28 For the Week 12 Week Week 28 Week Period Period Period Period Ended Ended Ended Ended

July 17, July 11, July 17, July 11, 2021 2020 2021 2020

Selling, distribution and $ 407,707 $ 396,904 $ 909,680 $ 918,939administrative expenses (SD&A)

Project Centennial consulting - (5,584) - (8,976)costs

Business process improvement (13,205) - (18,163) -consulting costs

Legal settlements - - - (3,220)

Acquisition consideration (3,400) - (3,400) -adjustment

Other pension plan termination - - - (133)costs

Adjusted SD&A $ 391,102 $ 391,320 $ 888,117 $ 906,610

Flowers Foods, Inc.Reconciliation of GAAP to Non-GAAP Measures

(000's omitted, except per share data)

Reconciliation of Net Income to EBITDA and Adjusted EBITDA

For the 12 For the 12 For the 28 For the 28 Week Week Week Week Period Period Period Period Ended Ended Ended Ended

July 17, July 11, July 17, July 11, 2021 2020 2021 2020

Net income $ 56,358 $ 57,919 $ 128,013 $ 52,147

Income tax expense 16,586 18,493 39,817 16,474

Interest expense, 1,070 2,869 5,271 6,183net

Loss onextinguishment of - - 16,149 -debt

Depreciation and 31,619 33,180 73,005 77,843amortization

EBITDA 105,633 112,461 262,255 152,647

Other pension (93) (72) (218) 71(benefit) cost

Pension plansettlement and - - - 116,207curtailment loss

Other pension plan - - - 133termination costs

Loss on inferior - - 122 -ingredients

Project Centennial - 5,584 - 8,976consulting costs

Business processimprovement 13,205 - 18,163 -consulting costs

Legal settlements - - - 3,220

Acquisitionconsideration 3,400 - 3,400 -adjustment

Restructuring andrelated impairment - 10,535 - 10,535charges

Adjusted EBITDA $ 122,145 $ 128,508 $ 283,722 $ 291,789

Sales $ 1,017,309 $ 1,025,861 $ 2,319,477 $ 2,375,305

Adjusted EBITDA 12.0 % 12.5 % 12.2 % 12.3 %margin

Reconciliation of Income Tax Expense to Adjusted Income Tax Expense

For the For the For the For the 12 Week 12 Week 28 Week 28 Week Period Period Period Period Ended Ended Ended Ended

July 17, July 11, July 17, July 11, 2021 2020 2021 2020

Income tax expense $ 16,586 $ 18,493 $ 39,817 $ 16,474

Tax impact of:

Loss on inferior ingredients - - 31 -

Project Centennial consulting - 1,396 - 2,244costs

Business process improvement 3,301 - 4,541 -consulting costs

Legal settlements - - - 805

Acquisition consideration 850 - 850 -adjustment

Restructuring and related - 2,634 - 2,634impairment charges

Pension plan settlement and - - - 29,052curtailment loss

Other pension plan - - - 33termination costs

Loss on extinguishment of - - 4,037 -debt

Adjusted income tax expense $ 20,737 $ 22,523 $ 49,276 $ 51,242

Flowers Foods, Inc.Reconciliation of GAAP to Non-GAAP Measures

(000's omitted, except per share data)

Reconciliation of Net Income to Adjusted Net Income

For the For the For the For the 12 Week 12 Week 28 Week 28 Week Period Period Period Period Ended Ended Ended Ended

July 17, July 11, July 17, July 11, 2021 2020 2021 2020

Net income $ 56,358 $ 57,919 $ 128,013 $ 52,147

Loss on inferior ingredients - - 91 -

Project Centennial consulting - 4,188 - 6,732costs

Business process improvement 9,904 - 13,622 -consulting costs

Legal settlements - - - 2,415

Acquisition consideration 2,550 - 2,550 -adjustment

Restructuring and related - 7,901 - 7,901impairment charges

Pension plan settlement and - - - 87,155curtailment loss

Other pension plan termination - - - 100costs

Loss on extinguishment of debt - - 12,112 -

Adjusted net income $ 68,812 $ 70,008 $ 156,388 $ 156,450

Reconciliation of Earnings per Share -

Full Year Fiscal 2021 Guidance

Range Estimate

Net income per diluted common share $1.04 to $1.09

Business process improvement consulting 0.06 0.06costs

Loss on inferior ingredients NM NM

Acquisition consideration adjustment 0.01 0.01

Loss on extinguishment of debt 0.06 0.06

Adjusted net income per diluted common $1.17 to $1.22share

NM - not meaningful.

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SOURCE Flowers Foods, Inc.