Company Overview - Flowers Foods, Inc. is one of the largest producers of packaged bakery foods in the United States, with net sales of $5.1 billion in 2024 [3] - The company operates bakeries nationwide, producing a wide range of bakery products under top brands such as Nature's Own, Dave's Killer Bread, Wonder, Canyon Bakehouse, and Tastykake [3] Acquisition Details - Flowers Foods has completed the acquisition of Simple Mills, a leading natural brand known for premium better-for-you snacks including crackers, cookies, snack bars, and baking mixes [1][2] - This acquisition is expected to enhance Flowers Foods' presence in the better-for-you snacking segments, diversify category exposure, and improve growth and margin prospects [2] Simple Mills Overview - Simple Mills, founded in 2012, is recognized for its high-quality, nutritious ingredients that deliver exceptional taste, disrupting traditional grocery categories [4] - The brand is the leading natural cracker brand in the multi-outlet (MULO) channel, with distribution in over 30,000 stores across the nation [4]

Sales and Revenue Growth - The company expects to grow sales by 1% to 2% annually and EBITDA by 4% to 6% annually, excluding any future acquisitions[29]. - In Fiscal 2024, branded retail sales represented 63.9% of total sales, with Nature's Own generating estimated retail sales of $1.5 billion[40][45]. - Walmart/Sam's Club accounted for 22.4% of the company's sales in Fiscal 2024, highlighting the importance of major customer relationships[47]. - Net sales for Fiscal 2024 were $5,103,487, a 0.2% increase from $5,090,830 in Fiscal 2023[220]. - The company anticipates Fiscal 2025 sales growth driven by optimization of the non-retail business and new product innovation[225]. Acquisitions and Investments - The company completed the acquisition of Papa Pita on February 17, 2023, enhancing production capacity and distribution in the western U.S.[29][30]. - The company completed the acquisition of Papa Pita for $274.8 million in cash on February 17, 2023[245][251]. - The company entered into a $795.0 million Term Loan Facility for the Simple Mills Acquisition, which was later terminated in favor of issuing new notes[259]. - The company issued $500.0 million of 5.750% Senior Notes due 2035 and $300.0 million of 6.200% Senior Notes due 2055 to fund the Simple Mills Acquisition[264]. Product Development and Innovation - The company plans to roll out new products including DKB snack bites and Wonder branded cake products in Fiscal 2025[43][44]. - The company plans to launch the national rollout of DKB snack bites in Fiscal 2025[227]. Financial Performance - Income from operations rose to $348,292, representing a 101.5% increase compared to $172,870 in the previous year[219]. - Net income increased to $248,116, up 101.0% from $123,416 in Fiscal 2023[219]. - Comprehensive income increased to $254,325, up 107.5% from $122,563 in Fiscal 2023[219]. - The effective tax rate for Fiscal 2024 was 24.6%, up from 21.4% in the prior year[237]. Cost Management and Efficiency - Materials, supplies, labor, and other production costs as a percentage of sales decreased to 50.5% from 51.7%[229]. - Selling, distribution, and administrative expenses as a percentage of sales decreased to 39.2% from 41.6%[231]. - Ingredient and packaging costs were volatile in Fiscal 2024 and 2023, but reduced volatility is expected in Fiscal 2025, excluding potential tariff impacts[58]. - The company utilizes forward purchase agreements and other financial instruments to manage raw material price volatility, which could significantly affect earnings if availability decreases[58][194]. Employee and Community Engagement - The company employs approximately 10,200 employees and 4,100 long-term leased employees, with 830 employees covered by collective bargaining agreements[67]. - The company has committed to donating $3.4 million to the USO through 2026, having already donated $2.8 million through Fiscal 2024[71]. - The company has implemented various employee development programs, including a Learning Management System and annual performance reviews to support career progression[73]. Capital Expenditures and Liquidity - Capital expenditures for Fiscal 2024 were $132.1 million, including $6.0 million for the ERP upgrade, while the company anticipates capital expenditures of $140.0 million to $150.0 million for Fiscal 2025[245][251]. - Total available liquidity as of December 28, 2024, was $569.4 million, consisting of cash on hand and available balances under credit facilities[242]. - The company incurred costs of approximately $238 million related to the ERP system upgrade project, with an expected total cost of around $350 million[243]. Debt and Shareholder Returns - Dividends paid to shareholders increased to $203.0 million in Fiscal 2024 from $195.2 million in Fiscal 2023, reflecting a growth of approximately 4.6%[245][252]. - The company repurchased $22.7 million of its common stock in Fiscal 2024, down from $45.8 million in Fiscal 2023[245][252]. - A total of 1.0 million shares were repurchased at a cost of $22.7 million during Fiscal 2024, compared to 1.9 million shares at a cost of $45.8 million in Fiscal 2023[268]. - Long-term debt and right-of-use lease obligations totaled $1,276,109,000 as of December 28, 2024, down from $1,285,039,000 on December 30, 2023[253]. Compliance and Risk Management - The company is currently in substantial compliance with all material federal, state, and local laws and regulations affecting its operations[60][61]. - The company expects to face potential risks from global economic volatility, including inflation and supply chain disruptions, which could impact future cash flows[241]. - Changes in accounts payable were primarily driven by volatility in input costs and timing of capital spending, with a net change of $(59.6) million in Fiscal 2024[247][250].

Core Viewpoint - Flowers Foods, Inc. has announced a public offering of $500 million in 5.750% Senior Notes due 2035 and $300 million in 6.200% Senior Notes due 2055 to fund its acquisition of Purposeful Foods Holdings, Inc. and for general corporate purposes [1][2]. Group 1: Offering Details - The offering includes $500 million of 5.750% Senior Notes maturing on March 15, 2035, and $300 million of 6.200% Senior Notes maturing on March 15, 2055 [1]. - The expected closing date for the offering is February 14, 2025, subject to customary closing conditions [1]. Group 2: Use of Proceeds - The net proceeds from the offering will be used to fund the cash consideration for the acquisition of Purposeful Foods Holdings, pay related fees and expenses, and for general corporate purposes [2]. Group 3: Company Overview - Flowers Foods, Inc. is one of the largest producers of packaged bakery foods in the U.S., with net sales of $5.1 billion in 2024 [6]. - The company operates bakeries nationwide and produces a variety of bakery products under brands such as Nature's Own, Dave's Killer Bread, Wonder, Canyon Bakehouse, and Tastykake [6]. Group 4: Underwriters - The offering is managed by BofA Securities, Deutsche Bank Securities, RBC Capital Markets, and Wells Fargo Securities as active book-running managers [3]. - Co-managers for the offering include PNC Capital Markets, Rabo Securities USA, Regions Securities, and Truist Securities [3]. Group 5: Regulatory Information - The offering is made under an automatic shelf registration statement filed with the SEC on August 21, 2023, and will be conducted via a prospectus supplement and accompanying base prospectus [4].

Financial Data and Key Metrics Changes - The company experienced growth in both dollars and units across its branded bread portfolio, aided by innovation and strong market execution [7] - Financial guidance for 2025 is cautious due to potential tariffs, commodity volatility, and weak consumer demand [8][9] Business Line Data and Key Metrics Changes - The away-from-home business saw improved sales and margins despite some deliberate business exits [7] - Significant weakness was noted in the sweet baked goods category, impacting revenue and volume growth [8] Market Data and Key Metrics Changes - The company reported a record household penetration for Dave's Killer Bread, indicating strong consumer interest despite some consumption data showing a decline [20] - The promotional environment remains elevated, affecting overall demand and pricing strategies [41][42] Company Strategy and Development Direction - The company is focusing on innovation and expanding its portfolio to capitalize on current and long-term trends, particularly with the addition of Simple Mills [8][9] - There is a strategic shift towards more differentiated premium items, responding to changing consumer preferences away from traditional white and soft variety breads [46][47] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the strength of their brands and innovation capabilities, despite a cautious outlook for the near term [9] - The company is preparing for potential impacts from GLP-1 drugs on consumer behavior, positioning its portfolio to meet new consumer demands [29][30] Other Important Information - The company is implementing a transition to a company-owned distribution model in California, which is expected to enhance control over operations and service [128] - The introduction of smaller loaves is being tested to meet consumer needs and reduce waste, with plans for potential expansion across brands [88][130] Q&A Session Summary Question: Concerns about Dave's Killer Bread consumption data - Management acknowledged challenges but emphasized strong brand performance and upcoming innovations to support growth [17][20] Question: Dynamics of first-half and second-half performance - Management indicated that the first half would benefit from new business and pricing, while the second half may see continued inflation in input costs [25][26] Question: Impact of GLP-1 drugs on consumer behavior - Management noted conflicting research but expressed confidence in their portfolio's alignment with potential consumer shifts [27][29] Question: Caution regarding category performance and pricing power - Management attributed caution to overall demand pressure and a shift away from soft variety breads, while highlighting successful innovations [35][36] Question: Expectations for legacy business growth in 2025 - Management projected modest growth driven by premium brand performance and new product launches, particularly in the second quarter [84][85] Question: Promotional landscape and competitive dynamics - Management stated that their market share performance has improved despite competitors' aggressive promotions, maintaining a focus on brand strength [138][139] Question: Rationale for expanding Wonder into sweet baked snacks - Management explained that addressing the sweet baked goods category is necessary, and they believe the Wonder brand can successfully penetrate this market [144] Question: Insights from Circana research on GLP-1 drugs - Management cautioned that the research is one data point among many, emphasizing the need to adapt to evolving consumer preferences [146][147]

Financial Data and Key Metrics Changes - The company experienced growth in both dollars and units across its branded bread portfolio, aided by innovation and strong market execution [5] - Financial guidance for 2025 is cautious due to a volatile environment, potential tariffs, commodity volatility, and weak consumer demand [6] Business Line Data and Key Metrics Changes - The Away From Home business saw improved sales and margins despite some deliberate business exits [5] - The sweet baked goods category faced significant weakness, impacting overall sales results [6][28] Market Data and Key Metrics Changes - The company noted a shift in consumer preferences away from soft variety and white breads, which has been a consistent trend [26][34] - The introduction of new products and significant space gains in retail channels are expected to help offset category weaknesses [15][30] Company Strategy and Development Direction - The company is focusing on innovation and expanding its portfolio to include healthier options, such as Simple Mills, to meet changing consumer demands [6][21] - The strategy includes addressing weaknesses in the sweet baked goods category by leveraging the strong brand recognition of Wonder [55][102] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the strength of their brands and successful history of innovation, despite a cautious outlook for 2025 [6][74] - The company is preparing for potential impacts from GLP-1 drugs on consumer behavior and is positioning its portfolio accordingly [20][105] Other Important Information - The company is transitioning to a company-owned distribution model in California, which is expected to improve control over operations and service [91] - There are ongoing pressures related to workforce costs and lease expenses, which are anticipated to impact SG&A expenses [88] Q&A Session Summary Question: Can you talk about the performance of Dave's Killer Bread? - Management acknowledged some recent negative consumption data but emphasized the brand's strength and upcoming product innovations [12][13] Question: What are the dynamics for the first half versus the second half of the year? - The first half is expected to see some softness due to lapping previous pricing and savings gains, while the second half may benefit from new product launches [17][19] Question: What is the outlook for the sweet baked goods category? - Management noted ongoing challenges in the category but expressed confidence in the new Wonder Snack lineup to stabilize performance [30][102] Question: How is the company addressing the shift in consumer preferences? - The company is focusing on differentiated premium items and has seen positive performance in its premium brands [34][45] Question: What are the expectations for Simple Mills post-acquisition? - Management indicated a cautious but optimistic outlook for Simple Mills, with expectations for modest growth in 2025 [75][78] Question: How does the company view the promotional landscape? - Management believes that deeper promotions are not delivering incremental sales and plans to maintain a more nuanced promotional strategy [82][84] Question: What are the implications of tariffs on the business? - Tariffs are primarily ingredient-driven, with most exposure from Canadian and Mexican sources, and have been factored into the company's guidance [67] Question: How is the company planning to innovate in the bread category? - The company is increasing its innovation goals for 2025 and expects new product launches to drive growth [73][74]

Company Performance - Flowers Foods reported quarterly earnings of $0.22 per share, exceeding the Zacks Consensus Estimate of $0.21 per share, and up from $0.20 per share a year ago, representing an earnings surprise of 4.76% [1] - The company posted revenues of $1.11 billion for the quarter ended December 2024, missing the Zacks Consensus Estimate by 1.64%, and down from $1.13 billion year-over-year [2] - Over the last four quarters, Flowers Foods has surpassed consensus EPS estimates three times but has not beaten consensus revenue estimates [2] Stock Performance - Flowers Foods shares have declined approximately 6.4% since the beginning of the year, while the S&P 500 has gained 3.4% [3] - The current Zacks Rank for Flowers Foods is 3 (Hold), indicating that the shares are expected to perform in line with the market in the near future [6] Future Outlook - The current consensus EPS estimate for the upcoming quarter is $0.39 on revenues of $1.58 billion, and for the current fiscal year, it is $1.30 on revenues of $5.24 billion [7] - The outlook for the industry, specifically the Food - Miscellaneous sector, is currently in the bottom 21% of over 250 Zacks industries, which may impact the stock's performance [8]

wers FOURTH QUARTER AND FULL YEAR 2024 REVIEW February 7, 2025 Statements contained in this presentation 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 business and our future f ...

Exhibit 10.1 EXECUTION VERSION CREDIT AGREEMENT among FLOWERS FOODS, INC., VARIOUS LENDERS, PNC BANK, NATIONAL ASSOCIATION, COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH REGIONS BANK and TRUIST BANK as CO-DOCUMENTATION AGENTS, BANK OF AMERICA, N.A., as SYNDICATION AGENT, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as ADMINISTRATIVE AGENT Dated as of February 5, 2025 WELLS FARGO SECURITIES, LLC, BOFA SECURITIES, INC. RBC CAPITAL MARKETS1 and DEUTSCHE BANK SECURITIES INC. as JOINT LEAD ARRANGERS and BOOKRUNNERS ...

Flowers Foods, Inc. (FLO) is likely to register bottom-line growth when it reports fourth-quarter fiscal 2024 earnings on Feb. 7. The consensus mark for earnings has remained unchanged in the past 30 days at 21 cents per share, which suggests an increase of 5% from the figure reported in the year-ago quarter. FLO has a trailing four-quarter earnings surprise of 3.5%, on average.The Zacks Consensus Estimate for revenues is pegged at $1.13 billion, almost in line with the prior-year quarter’s reported figure. ...

Wall Street expects a year-over-year increase in earnings on higher revenues when Flowers Foods (FLO) reports results for the quarter ended December 2024. While this widely-known consensus outlook is important in gauging the company's earnings picture, a powerful factor that could impact its near-term stock price is how the actual results compare to these estimates.The stock might move higher if these key numbers top expectations in the upcoming earnings report, which is expected to be released on February ...