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Executives

Marta Turner - Executive Vice President, Corporate Relations

George Deese - Chairman of the Board, CEO and President

Steve Kinsey - Executive Vice President and Chief Financial Officer

Analysts

Eric Katzman - Deutsche Bank

Heather Jones - BB&T Capital Markets

Tim Ramey - D.A. Davidson

Farha Aslam - Stephens

Diane Geissler - Merrill Lynch

Ann Gurkin – Davenport

Mitchell Pinheiro - Janney Montgomery Scott

David Libowitz – Burnham Securities

Vivian Lin – UBS Global Asset Management

Flowers Foods, Inc. (FLO) F1Q08 Earnings Call May 22, 2008 8:30 AM ET

Operator

(Operator Instructions) Welcome the Flowers Foods First Quarter 2008 Earnings Conference Call and Webcast. It is now my pleasure to introduce your host Ms. Marta Turner, Executive Vice President of Corporate Relations for Flowers Foods.

Marta Turner

On the call today we have George Deese, Chairman of the Board, CEO and President, and Steve Kinsey, Executive Vice President and Chief Financial Officer.

Before we get started with our discussion I must point out that our presentation may include forward looking statements about our company’s performance. These may include discussion about a number of factors regarding future performance such as earnings per share, net sales, margin, operating profit, interest expense, tax flow, cash flow and other such items.

The statements are based on our view of things today but they may contain some degree of uncertainty. While we believe our statements to be reasonable they are subject to risks and uncertainties that could cause actual results to differ materially. In addition to the matters we’ll discuss during this call important factors relating to Flowers Foods business are detailed fully in our filings with the SEC.

George and Steve will discuss our first quarter call and of course then we’ll open for your questions. I do want to point out that our first quarter earnings release was sent this morning and it’s posted on the website. A separate release was also sent this morning which is also posted on our website. In that release we announced several executive appointments and a new alignment of our operations.

You should note that for reporting purposes we still will share segment information as we previously have but the names of our segments have changed and our first quarter release takes that change into consideration. In our earnings release that was put out this morning the Direct Store Delivery segment was previously called our Bakery’s Group and the Warehouse Delivery segment was previously reported as the Specialty Group. Going forward our discussion and our filings will refer DSD or Warehouse delivery as our business segments.

Now I’ll turn the call over to our Chairman, CEO and President, Mr. George Deese.

George Deese

This was a wonderful quarter for Flowers Foods. In our DSD business our sales were up in every category and we outperformed the market in each of those areas. Our brand strength was evident. Our Bakers performed well, we improved efficiency and had tighter control of our operation costs. As we have told you before this year our input costs are significantly higher. Our strategies allow us to forecast those higher costs and take pricing actions late in 2007. With the pricing in place since December we have not seen consumers react negatively to higher prices for our products.

Before we talk about the details of first quarter I want to mention our announcement this morning of several new appointments and the realignment of our operations. These changes support our long term growth. Our team has proven we can deliver growth at the top end above our long term goal. Part of that growth is from expansion of territory we serve through DSD. Part is growth in core markets and some is from acquisitions.

The changes we announced put us in an even better position to grow the business. The changes also are a continuation of our leadership development, strategy, and management succession plan. It is important to note that individuals in our press release are not new to our company. They are key members of the team that have delivered good results over time for our shareholders. This aligns our team to perform even more effectively. I have never felt more proud of Flowers team and our ability to execute our strategies.

Marta mentioned that the titles of our segments have changed. Going forward we will discuss our DSD business and our Warehouse business and provide segment data in that manner. We believe that is more descriptive of how we go to market and how we manage our businesses.

Now looking at the results we reported for the first quarter. Sales were up 10.9%. Net income increased 25.6%. Earnings per share was up 25.8% to $0.39. EBITDA for the quarter was 11.1% of sales. As you know our long term goal for EBITDA has been 10% to 12%. EBITDA for 2007 passed the 10% mark for the first time. It is gratifying to see further improvement in EBITDA in the first quarter 2008 as we work to improve our efficiencies and control costs throughout the business.

Now let’s look more closely at our operating segments. Sales for DSD business increased 13.3% in the quarter. EBITDA margin of the DSD segment was 12.8% reflecting the improvements we’re making. For example, in the DSD segment our team achieved about one point improvement in our sale returns. In the Warehouse segment sales increased 1.5% as we experienced softer sales for food service customers served by the Warehouse segment. EBITDA margin for the Warehouse segment was 9.3% for the quarter.

We are pleased that even with pressures on top line growth in the segment our efforts to sell higher margin products and improvements we have made over the last two years in distribution are paying off. As a reminder in our Warehouse segment which we previously reported as a specialty group we include snack cakes and frozen bakery items that are delivered to customers warehouses.

Our Warehouse snack business performed well in the quarter. However, most of the food service business in the Warehouse segment goes to casual dining restaurants where consumption is trading down. Also there were certain key food service customers in our Warehouse segment who did not promote items that use our buns and rolls that were promoted heavily a year ago.

In our DSD segment we include food service sales that are delivered fresh from our independent distributors. The majority of food service sales in DSD are quick serve or fast food restaurants. In the quarter sales to quick serve customers and other restaurants served by DSD segment grew in line with our overall sales growth. On a consolidated basis increases in DSD sales to quick serve customers more than offset softer sales to warehouse delivered customers.

Now for even better news. Sales of our branded retail products were up a robust 13.8% in the quarter. Many of you ask if consumers are trading down to private label products in our DSD fresh, bake business. As I mentioned earlier we have not experienced trade down to private label. Even with the pricing actions we took as our commodity costs increased this year consumers are not trading down to private label.

Across all product categories our branded products achieved solid growth. Our brands had strong dollar increases as well as unit growth in all categories. Sales of our branded retail products also represented a higher percentage of our total sales in the quarter, a trend that has been ongoing. That demonstrates the power of Nature’s Own, Whitewheat and other brands.

Today’s consumer wants healthy varieties, flavor choices and the assurance of quality that our brands offer. Looking at our retail sales by category, our white bread brands lead by Whitewheat and local white bread brands grew 13.8% which is well ahead of the category. Sales of Nature’s Own white bread in the quarter continued very strong with double digit growth well ahead of the soft variety category. As we often remind you Nature’s Own is the best selling soft variety bread in the country even though it is own label and breadth of 38% of US population territory.

Our Nature’s Own premium breads continue to experience strong growth. Sales grew in double digits in the quarter outperforming the premium specialty category. Our bread, bun and rolls were also up double digits for the quarter and performed better than the category. Once again, according to our eye our brands gained share in both dollars and units in the quarter.

Our Snack Cake brands Mrs. Freshley and Blue Bird achieved single digit growth in the quarter. We continue to shift our focus to branded snack cakes and exit contract production and it is gratifying to see growth in this category. Our sales of store brand or private label bread buns rose also increase in the quarter due primarily to pricing.

As I mentioned our hedging and forward buying strategy that helped us forecast our costs continues to pay off. Our team focused on operation improvements to further control our costs and to increase our efficiencies in the bakeries and in the distribution system. Those improvements along with pricing helped cover the higher costs. Our team continues to execute well on our strategies as you can see from our performance in the last quarter.

Late in the quarter we introduced a new line of breakfast items under the Nature’s Own brand. They’ve been on the market several weeks and we are pleased so far with the consumers reaction to Nature’s Own bagels, breakfast breads and English muffins. Our team got started also on our new bakery in Bardstown, Kentucky during the quarter. Because of weather delays we now expect to start up that bakery with one production line in the first quarter of 2009.

Now Steve will discuss more details about first quarter.

Steve Kinsey

As George commented the first quarter performance was outstanding despite the commodity and cost headwinds we faced and we will continue to face. I would remind you however that our first quarter is a 16 week reporting period. Net income from continuing operations for the quarter improved 25.6% quarter over quarter to $35.8 million from $28.4 million. Our operating margin, our EBIT for the quarter improved to 8% of sales compared to 7.4% a year ago up 60 basis points.

This growth is attributed to our strong brands cost management and efficiency improvement for pricing strategy. Earnings per share for the quarter did grow 25.8% year over year to $0.39 per share from $0.31 per share the prior year. Sales growth for the quarter was 10.9%. Pricing and mix contributed approximately 9.5% of the growth and volume represented 1.4%. For DSD formerly the Bakery’s group sales were up 13.3% for the quarter. Pricing and mix in this segment contributed 10.4% of the growth and volume was up 2.9%.

As George indicated our Nature’s Own brand continues to perform well. Expansion markets were approximately 1.9% of the first quarter sales contributing about 1% of the sales increase. For Warehouse Delivery formerly the Specialty Group sales were up 1.5% quarter over quarter with price and mix contributing 2.8% however volume was down 1.3%.

Snake Cake products performed better in the quarter while in the food service category both in casual dining and broad line distribution and contract manufacturing both dollars and units were down. The gross margin of 48.3% as a percent of sales in the first quarter was down about 140 basis points from the first quarter last year where it was 49.7%. Though we took pricing to offset plant cost increases the pricing action did not maintain gross margin as a percent of sales.

As you may recall the full year 2007 gross margin was approximately 48.9% and in the fourth quarter 2007 gross margin was 48.7%. Throughout 2007 we did experience significant pressure on the margin and we had targeted the 2008 gross margin to be in line with that of the fourth quarter of 2007. However, we are off about 50 basis points. Looking forward we will continue to face pressure and remain focused on minimizing the impact on gross margin.

With the spike in commodity and energy costs we are focused more than ever on removing costs and improving efficiency. Each discipline throughout the company is engaged, the sales force using our IT infrastructure is focused on sales forecasting keeping the right products stocked and as George mentioned leading to sale reductions.

Manufacturing and shipping are focused on various key performance indicators such as damaged product and scrap dough reduction and we have seen significant efficiency gains in the first quarter based on these indicators. Human resources, they’re focused on scheduling and overtime reduction in an effort to reduce labor costs and corporate more than ever is focused on an administrator cost reduction.

Selling, delivery and administrative expense as a percent of sales decreased approximately 37.2% for the quarter approximately 180 basis point improvement over the prior year percentage of 39%. The quarter over quarter improvement as a percent of sales was driven by increased sales, lower employee related costs primarily stock based comp expense reduction and as well as lower distribution and marketing costs in the quarter as a percent of sales.

Obviously SD&A costs have not escalated at the same rate as commodities and other input costs. It also shows that we continue to benefit from the distribution and production rationalization we began a year or so ago minimizing the miles required to move product. The full year 2007 SD&A costs were approximately 38.7% of sales so the trend on a percentage basis continues to be favorable.

Depreciation and amortization as a percent of sales is relatively stable quarter over quarter. The increase in net interest income for the first quarter is due to lower debt service and an increase in interest income on distribution note that the result of the sale of our [inaudible] and the Northern Virginia expansion in 2007. The first quarter tax rate of 35.7% does reflect a slight benefit from discrete items. The full year 2008 rate however is estimated to be approximately 36%.

Our balance sheet continues to remain strong. At the end of the quarter we had no borrowing on our credit facility. During the first quarter we funded approximately $23 million in capital expenditures, $11.5 million in dividends and repurchased 5.8 million of the company’s stock. Cash flow remains strong providing us with liquidity and leverage to pursue acquisition opportunistically, buying stock, pay dividends. Basically we will continue to hold steadfast in our cash usage philosophy.

Turning to 2008 guidance, as you see was have updated our 2008 guidance based on the first quarter performance and targeted remaining performance. As a reminder 2008 is a 53 week year for us based on our fiscal calendar. As most of you are aware we had slowly covered our major ingredient costs based on current volumes entering the year. The majority of our costs are on for the year with some variability remaining in energy and certain non-key ingredients.

Input costs are estimated to be up approximately 21% fiscal 2008 over 2007. We have however continued to execute on our strategies of hedging and forward buying. We have increased our 2008 sales projection excluding any acquisition to $2.22 billion to $2.71 billion roughly a 9% to 11.5% increase over fiscal 2007. Price and mix are expected to provide 7% to 8% of the increase, volume 1% to 1.5% and the 53rd week will be 1.5% to 1.6% of the increase.

Net income is now expected to be 4.8% to 5% of sales or $106.6 million to $113.6 million. Given the approximately 92.5 million average shares outstanding this equates to an expected earnings per share of $1.15 to $1.23 a healthy increase of 12.7% to 20.6% over 2007. The 2008 capital spend remains unchanged and it’s estimated to be $95 million to $100 million. This will include our normal maintenance spend as well as construction of our Kentucky facility.

This does not however include equipment that will be acquired at operating leases for new production lines at existing or new facilities. As you’re aware we do not forecast share repurchases or dividends. To sum it up the first quarter results were outstanding. As we move through 2008 we still face tremendous cost pressure year over year. As George mentioned we will face our greatest commodity pressure for the year in the second quarter with some relief in the back half.

Our 2008 guidance however takes this into consideration. With the exception of food service and casual dining we have not seen any indication of a trend to trade down the bakery category however the impact of the global and US economy on the American consumer remains a concern. The discretionary spend of consumer we feel is definitely being squeezed by rising prices. However, we are still very encouraged about our 2008 performance. With that I will turn it back to George.

George Deese

Our team delivered outstanding results in the quarters you heard. Now we’re focused on achieving same going for the remainder of the year. I told you on our last call that we expected our cost for ingredients, packaging and natural gas to increase roughly $130 million year over year or roughly 22%. We now expect our costs for 2008 will be about $126 million or 21% higher than last year. That improvement of about $4 million have now taken for the back half of items that were outstanding when we last spoke to you. This change is reflected in the updated guidance that we gave you today.

It is important to note that a large percentage of our increased costs fall in the second quarter. As Steve mentioned our updated guidance takes into consideration our good performance in the first quarter and recognizes that during the second quarter we will experience the most difficult spikes in input costs. We will continue to assess the need for further pricing as the year unfolds.

To sum up our expectation for this year versus last year, we will continue making improvements in our selling, marketing and administrative costs. Pricing and positive mix shift should add 7% or 8%. We expect 1% growth in volume; the 53rd week will add roughly 1.5% to 1.6% increase. Our cash flow remains strong. We continue to invest in capital improvements, dividends to our shareholders, strategic acquisitions and continued repurchase of our stock.

Our strong cash flow and credit facilities position us well to take advantage of growth opportunities that may arise. We are fortunate that consumers buy bakery products in good times as well as more difficult times. Our products are a good value and they deliver the flavor, variety and quality consumer’s demand. We believe we are well positioned to deliver good results for the remainder of 2008 and beyond.

Our team can and will improve our efficiencies even further going forward. Our business model is right, our strategies are proven, and our team is experienced and focused as we work to build value over the long term. Now Steve and I will take your questions.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from Eric Katzman - Deutsche Bank.

Eric Katzman - Deutsche Bank

My first question has to do with your comment about the consumer and the lack of or absence of trade down at least as far as you can see. Maybe you can comment on why you think that is given the obvious pressure that the consumer is under. Is it a function of the health or ethnic or other marketing initiatives that you’re pushing through in terms of the product line?

George Deese

As you look at it, as I look at it, we’re so pleased that we’re not just living on basic products we had years ago. We have been very innovative in giving more variety, higher quality, better for you type products. If you look at the category as a whole in the south the overall category was down on a package of bread, flat to down 1% on units pricing roughly 0.7% and 0.8%. I think Flowers has been very innovative and so has the rest of the industry to have better few type products and I think that is the result that we’re seeing today.

Eric Katzman - Deutsche Bank

In essence while the consumer is under pressure if the product line is viewed as giving noticeable benefit they’re willing to pay up for that?

George Deese

That’s what we see so far.

Eric Katzman - Deutsche Bank

The next question has to do with the realignment and some of the changes in reporting and management responsibility. Obviously fundamentals are quite good, maybe there’s some question about whether this change could actually disrupt that but my other question has do with are there any cost savings or other efficiency gains that you see from the change in alignment?

George Deese

Let me say that this was really thought out not just overnight but a long period of time. We feel that this will improve the efficiencies at the bakery level and at the marketplace level. We think the end result will be more efficient in turn I think we’ll continue to grow our sales volume in the future as we have in the past. I think more focus because now everything will be under the Flowers Bakery organization I think we’ll have more focus between all the teams on driving. As we said, fast food customers the cost of DSD our Warehouse Delivery and nobody else based in that industry can do that as well as we can.

Bringing the whole team together we have a wonderful team I’m extremely proud of the organization. I think these moves did recognize some key individuals who’ve been with the company for a long time and has delivered wonderful results. I’ve been a part of this strategy that has been developed and if you think back we have not change organization, basically since we sold Mrs. Smith. If you look back we were roughly $1.4 billion at the time, today we’re looking at this year as Steve indicated $2.2 to $2.27 billion.

We have had a lot of growth, we expanded territories it does just put us in a better position to we think even move faster as a company and be more efficient.

Operator

Your next question comes from Heather Jones - BB&T Capital Markets.

Heather Jones - BB&T Capital Markets

I was wondering the expense progress for the quarter was very good and was just wondering how sustainable that is. I know you mentioned leveraging, DSD costs, benefits of rationalized distribution but I think year on year was down roughly 180 bps and is that kind of leverage sustainable?

George Deese

If you look back over the last two or three years you’ve seen that lever getting stronger and stronger. If you remember what we talked about several times is trying to make sure that we have our manufacturing production lines where the mass of the people are that’s why we built the new plant in Newton and that’s why we’re planning another plant in one of our core markets where a lot of the population bases are. As we continue with better information systems and logistics in total we’re just doing a better job from plant to the consumer and all that affects that cost structure.

Is it sustainable, I feel that we will continue on this road if it goes down that much more I will not predict but I do feel that where we’re at now as sales continue to grow that we can sustain the trend that we’re on.

Steve Kinsey

We commented our stock based comp now down significantly you may recall last year we had a stock appreciation that matured in July and with stock appreciation there’s a lot more variability than some of the other stock based compensation. We had a run up in stock in the first half last year we did have significant expense that we will not have this year so that will play a part in SD&A in Q1 and Q2. It will not be there, that benefit will not be there in the back half.

Also, we did move up the marking expense the first quarter to the back half. I think there will be an up tick in that with the new product introduction of the breakfast line. It’s hard to predict exactly what effect it will have as a percent of sales but there will be a little more pressure in the back half than the front.

Heather Jones - BB&T Capital Markets

So you moved some marketing spend out of the first half into second half in anticipation of the breakfast introductions. So we’ll likely see leverage but your point is likely not to be 180 basis points magnitude in the back half.

Steve Kinsey

I would not think so.

Heather Jones - BB&T Capital Markets

As far as your comments on Q2 being the most difficult are you indicating its going to be a more difficult comparison than even Q1 or just for the remaining three quarters Q2 will be the most difficult?

George Deese

As we look at the four quarters Q2 is the most difficult as far as the stock and our commodity costs.

Heather Jones - BB&T Capital Markets

Do you feel like you have enough pricing in place to generate year on year growth or could EPS potentially be down year on year in Q2?

George Deese

We feel like pricing is in place, our guidance is for the year I just repeat one more time we just have a spike for the second quarter on the commodities compared to Q1, Q3 and Q4.

Heather Jones - BB&T Capital Markets

My final question is on specialty. I was wondering what is going on, I know for a while there, there was a purposeful reduction in volumes away from less profitable customers. I was wondering is that still what’s contributing to the volume decline and secondly, the price mix there wasn’t up as much as I would have anticipated and I was wondering will you be taking further pricing action in that segment this year and if you could speak to that.

George Deese

We have taken some more pricing in the first quarter on the food service side and on the snack side. Not a major amount but an increase. Volume, as I indicated though was hurt by some customers who really promoted strong first quarter last year and did not promote this year that does make a difference. Also I would like to say that we did close our Atlanta plant in the first quarter and see the costs on that did hit the first quarter for about $400,000 or so.

That was a part of the ongoing rationalization of our co-packing business that pretty well the end of what we see going forward that will be the last plant that we’ll be talking about, its all been about margins and trying to increase our branded sales this pretty well completes that process.

Operator

Your next question comes from Tim Ramey – D.A. Davidson.

Tim Ramey - D.A. Davidson

I was very impressed by one of the things you said early in the call which was you achieved a one percentage point improvement in recurrence which is a hard thing to do and I assume had some pretty profound impact on margins. Can you talk a little bit about how that occurred? Last people were saying that it was extended shelf life and I doubt it’s that.

George Deese

Rest assured it not extended shelf life. I’m going to give our opinion all trade in the world as we focused on knowing that we were taking on absorbent costs for ’08 that compared to ’07 in commodities and all costs the team really put together a plan to reduce efficiencies in the plant as far as waste. They really went to work on waste in the marketplace, excess sales and really trying to sell the right product in the right store, the right day, the right price.

My congratulations to the team for achieving what was just a hard nosed focus equation that using our technology and information to make sure that happened. It worked well.

Tim Ramey - D.A. Davidson

Do you think that’s a start of a trend or a one time benefit or how should we characterize that?

George Deese

We feel that we can do better in distribution. Information systems are wonderful, what we do not know sometimes is what the shopping patterns from store to store but we have wonderful information that has been put together by our information technology group and I’m not going to say it’s a trend from here on I just feel like we can do a better job of distribution in general through. When you make up for mind because of high costs you can do things that you might have not thought possible.

Tim Ramey - D.A. Davidson

A follow upon an earlier question, it seems to me that the realignment puts everything that’s on the truck in one reporting structure I guess that’s obvious but it wasn’t before and that seems like it would give somebody greater management control and maybe someone a better ability to fine tune what’s going on the truck. Should we expect the realignment to create some efficiencies in everything that’s on that truck now reports to one person.

George Deese

Let me correct one way you say that. Everything’s not on one truck. We still have two ways to the market. DSD is one system and Warehouse delivery will stay in place two segments but they all report into one head and all in one organization. I think you’re absolutely right I think over time we will gain synergies, will be more efficient and be closer to our customers than ever before. It will still be two distribution systems. Thank you for pointing that out because I clearly believe that’s the case.

Operator

Your next question comes from Farha Aslam – Stephens.

Farha Aslam - Stephens

Could you just focus on the bigger picture opportunities for Flowers, you’ve been opening bakeries could you just remind us about how much a bakery costs, how much sales a standard bakery and how much EBIT that would have?

George Deese

One at a time, let’s go back to what does a bakery cost. In today’s world of basically a bread line and one bun line building, land, etc. total cost would range from $55 to $60 million. As you’ll recall normally we go with operating leases on the major equipment lines. So many going out the doors many being spent but some of its capital and some would be under operating expense.

In the main an average bakery will average in the neighborhood of $50 to $60 million in sales and if you look at our average we have 8% EBIT for the quarter so if you can use that as an average of course the first day you open the bakery you would not have $60 million in sales or 8% it does take time to ramp up.

I would be happy to say that we’ve certainly found evidence of that in our Denton plant and our newest plant in Newton that is certainly the case and as we put a new line in Villa Rica that has certainly been the case probably even better because overhead was already in place in that particular plant. We are excited about growth opportunities and as we build another plant in one of our core markets and begin to push out like we are in the Kentucky plant to serve new markets and be more efficient and effective in getting to those markets. We’re excited about it.

Farha Aslam - Stephens

About how long would it take a Kentucky type plant to reach maturity or the “$50 to $60 million” in sales sort of roughly corporate average?

George Deese

I think in terms of later part of two years early third we should have that plant pretty well on average with the rest of our operation.

Farha Aslam - Stephens

You said you are opening up a plant in your core markets I’m sorry if I missed that, where is that located.

George Deese

We’ve not announced that yet. What we said last quarter I think even the quarter before that we do need some more capacity and we’re looking at a certain area and hopefully we’ll be able to announce that in the near future.

Farha Aslam - Stephens

That would be again similar size and scale as what we’ve been seeing in your Newton or your Kentucky bakery?

George Deese

Yes it would.

Farha Aslam - Stephens

That ramp up time would be much faster maybe a year or so, right, almost half?

George Deese

Are you talking about getting us an average? I would say it’s a two year project.

Farha Aslam - Stephens

You’ve been historically targeting opening bakeries every 18 months but recently you seem to be announcing bakeries a little bit faster. What is the rate of new bakery build are you targeting and how does that balance out with your acquisition strategy?

George Deese

We still stick to our previous statement even though we’re announcing, we’re still thinking in terms of until we see that we have gone, I still think every 18 months is accurate the way to look at it. What was the second part of the question?

Farha Aslam - Stephens

How do you balance new bakery builds versus acquisition?

George Deese

We’ve always looked at acquisitions to grow the company. I think due to the change in the marketplace due the customer consolidation we’ve been able to look at it different. Thirty years ago customers were not as large as they are today in the consolidation was not there so when you went to a new market you had to start all over with customers you did not know.

Today with the consolidation of mass merchandisers and consolidation of the fast food business and food service business those customers in those 200 mile boundary that we keep talking about in our territory know Flowers well we serve them in the southeast and southwest. I think we have a wonderful reputation with the one is quality service, great execution so they’re looking for alternatives and we’re trying to fill that niche.

Farha Aslam - Stephens

Historically Flowers has been a consolidator of the small family owned operators but recently you haven’t made those acquisitions and I would imagine with high wheat costs there would be a lot of businesses up for sale.

George Deese

Of course I can’t comment on what we’re doing on acquisitions but we always have our hook and line in the water so we’re out there. I want to follow back up on the original question do you go green field plants or do you go acquisition. It all depends, it depends on how well the bakery that might be available, how well its performing, does it meet our target of improving our operations and then can we find a way to bring it in that fits financially. If all those work we’d rather go most times with the acquisition. Sometimes that does not work and we just have to go ahead with our green field plant.

Farha Aslam - Stephens

My final question is on wheat costs and commodity costs overall. Wheat costs have been coming down recently you have been hedged on ’08 could you talk about your coverage going out further in ’09 and how you’re thinking about your commodity basket overall?

George Deese

Our strategy is in place, we are always trying to look out six to nine months. Obviously nine months we’re not going to ’09 and we’re just not, ’09 is so uncertain at this point we’d rather not talk about anything in ’09 at this point. I would like to go back and say that ’08 as you well know, Steve said we’re covered. We feel great about the back half. The second quarter will be tougher year over year with the peak of our costs.

We had the opportunity last week to go out to the wheat country and look at the wheat market and being raised on a farm to me the wheat market looked good, green, most of it especially in southern Kansas had proper rain the western part might be suspect but you are right wheat is down from those historic highs of a few months ago. I think it’s too early to start predicting what will happen in ’09 crop, it’s not planted yet obviously and we don’t know what will be planted but hopefully things could moderate some. Hopefully we don’t see another up tick from where it is today but only time will tell.

Operator

Your next question comes from Diane Geissler - Merrill Lynch.

Diane Geissler - Merrill Lynch

A question for you on soaring fuel prices for the DSD I know in the past price increases that you’ve taken on your bread line have offset that now we’ve seen obviously unprecedented moves there on the drivers could you comment a little are you fully offsetting that with your price increases and what are you hearing back from your drivers?

George Deese

I’m happy to say with the way sales have increased and the margins they make on our product on average goes way above and beyond anything to do with gas costs even though I’m concerned about it if I look at the first quarter cost for distributors we know that the second quarter things are escalating but so are sales continuing to outperform so we still feel good about it I hate to see these absorbent prices for any of us and particularly for our distributors and we’re doing all we can do to help them drive sales in the marketplace to help offset this.

You might be interested to know that according to our average distributor they drive about 340 miles a week and if you look at eight miles to the gallon you know we’re talking 30 to 40 gallons of gas sometimes I think some of us think they might be using 100 to 200 gallons a week but on average that’s really not the case. Pretty minor in the big scheme of things. Its major to the person I’d never take that for granted but when you talk about maybe 30 or 40 gallons a week its not like it’s a 200 or 300 gallon spend per week.

Diane Geissler - Merrill Lynch

Just to circle back around with the commodities in 2009 maybe philosophically not trying to get into where you are etc. but if you expected, based on your market intelligence that wheat was coming down even further I know traditionally you want to know what your costs are you’re willing to go forward into a market even if prices aren’t very high because you want to have the certainty. If you had fairly good market intelligence that wheat was going to correct even further would that alter how you might normally place your hedges?

George Deese

I could somewhat instead of being we thought intelligence said it would come down we would certainly not go out a year now. We would crawl back somewhat. That is our strategy we want to be hedged, it can be hedged short term or long term based on the intelligence that we feel like we do have. The strategy in place is always try to be covered six to nine months but that could be flexible based on intelligence.

Diane Geissler - Merrill Lynch

No shares were purchased in the quarter is that right.

Steve Kinsey

We spent about $5.9 million in the quarter on share repurchases.

Diane Geissler - Merrill Lynch

What is remaining on your authorization?

George Deese

If you remember the Board reauthorized I believe last board meeting so we have roughly 10 million shares left that we could purchase.

Operator

Your next question comes from Ann Gurkin – Davenport.

Ann Gurkin – Davenport

I want to follow on a comment you said that as you will continue to assess needs for pricing as the year unfolds what would trigger the need for increased pricing?

George Deese

Fuel for our transports could be a reason. Diesel fuel is up tremendously as compared to when we put in our plan for the year. That could depend on what happens, there’s other costs that go up but in the main as we look at next years plan ’09 we would begin to make decisions based on what we thought the cost was looking like in October as we look at the year ahead and we try to get out in front we don’t want to be behind, we try to be at least equal or a little out in front of what we expect to happen and make those decisions and do what we feel is necessary.

Ann Gurkin – Davenport

Are you in any brand development strategies with Wal-Mart right now?

George Deese

We’ve always had a strategy with all of our customers but nothing different than where we’ve been.

Ann Gurkin – Davenport

If you talk about lower advertising costs as a percent of sales in the quarter can I get more color behind that?

George Deese

I would say this, companies talk about not spending our total spend I think as Steve indicated was down roughly $2 million. Our promotion spend though was even to up slightly from last year. We continue to see how we best spend our dollars. That’s why I mentioned earlier about strategies with each customer. The more we can do offering displays, special displays in the supermarket great point of sale.

Spending can change based on what promotion this year that we didn’t have last year and visa versa. I don’t think we did anything to try to save cost on that issue it’s a matter of when we have new things to come out or new products or special promotions and we spend appropriately.

Operator

Your next question comes from Mitchell Pinheiro - Janney Montgomery Scott.

Mitchell Pinheiro - Janney Montgomery Scott

When I look at your guidance the low end of the range, look at the last three quarters and take into account the extra week the low end of the range would suggest a back three quarters of maybe 3% EPS growth if my math is correct or certainly mid single digit maybe half or well less than half of your current rate. What is your thinking on the low end of the range what keeps that down there what would cause you to hit the low end of the range?

George Deese

We increased the range, we raised our guidance today.

Mitchell Pinheiro - Janney Montgomery Scott

Yes, but the $1.15 when I looked at the back half maybe my math is wrong but I was looking that at $1.15 would suggest $0.76 for ’08 versus $0.71 for ’09.

George Deese

We did say the second quarter repeatedly was more difficult spike in commodities I would say that. I did say earlier that the third and fourth quarter we had a better buy and saved some commodity dollars on that. I would also say even though we feel so great about consumer we know based on everything we read and see from other people especially the news on television indicates that something’s going on with the consumer. We put a range that we feel comfortable with and we just look at that each quarter.

Mitchell Pinheiro - Janney Montgomery Scott

The bottom end of the range is mostly the unknown as to how the consumer reacts in the current economic environment.

George Deese

That is built in.

Steve Kinsey

I would agree with George that there’s still a lot of uncertainty in the economy with the rising pricing whether its fuel or food inflation. I think the bottom end of the range takes that into consideration and the growth really is in the high single digit growth rather than 3% the bottom end of it. I think its more consumer focused than how the economy affects the consumer.

Mitchell Pinheiro - Janney Montgomery Scott

Looking at the second quarter you haven’t given guidance specifically on the second quarter but does the toughest commodity quarter for you mean that are we going to see a down quarter in Q2? How do I think about Q2 as far as being the most difficult of the remaining three?

George Deese

We don’t give quarterly guidance as you know but still feel comfortable that we will not be down for the quarter.

Mitchell Pinheiro - Janney Montgomery Scott

In terms of you said $126 million of higher input costs in ’08 versus ’07 is that the right number? Could you break that down a little bit of energy versus raw materials?

Steve Kinsey

We typically do not give that detailed information I don’t know if we have it right here available but we might do it offline and let’s see what available.

George Deese

I would say the majority of that is going to be with ingredients roughly I’ve got it right here in front of us. Roughly $110 million of that would be tied to ingredients.

Mitchell Pinheiro - Janney Montgomery Scott

The Bardstown the delay does that have any impact on your operations?

George Deese

No, about 60 to 90 days later than we thought but it will not have a real adverse situation with the company.

Mitchell Pinheiro - Janney Montgomery Scott

Did Sawani the purchase of the facility did that have any impact on the first quarter?

George Deese

No, it did not.

Mitchell Pinheiro - Janney Montgomery Scott

How long have the breakfast breads been in the marketplace?

George Deese

We went on about the last week in the quarter we did go a little early in one of our regions. It’s as early on as I indicated. Its way too early to make a prediction we’re happy though to see the sell.

Mitchell Pinheiro - Janney Montgomery Scott

Would that have an impact that would probably have a negative impact on your scale rate in Q2?

George Deese

It could slightly but I don’t think it would be a major event.

Mitchell Pinheiro - Janney Montgomery Scott

Looking at your sales pipe channel were with your strong double digit growth was there any differences among grocery, mass, discount, c-store any differences there as far as how your growth broke down?

George Deese

I think I’m correct when I say this we had great growth in all channels, normal supermarkets as well as mass merchandisers. Maybe the mass merchandiser picks up business when the economy is tougher but all of our grocery we had good growth grocer for the first quarter. I guess in one of two places.

Operator

Your next question comes from David Libowitz – Burnham Securities.

David Libowitz – Burnham Securities

Normally when things are going good you always look over your shoulder and ask what can go wrong. At this juncture where are your biggest concerns?

George Deese

I think I stated a while ago when Mitch asked a question about lower range versus higher range I think the unknown would be what does happen in the economy in the United States and around the world. It is a world economy as you all know that affect energy and commodities affect us. There’s so much news about where the economy is headed.

I’m certainly not an economist, I hope I’m a good bread man but we’re focused on that, we’re not losing sleep over it but we just stay keenly aware, spending time in the supermarkets watching the customer to see what they’re doing and so far that would be my biggest concern is will there be a shift in the future which we do not see yet. Based on all the news we’re seeing [inaudible].

David Libowitz – Burnham Securities

With your largest competitor still in bankruptcy is that changing the competitive arena in any way that is noticeable to you?

George Deese

It was more noticeable two or three years ago when several plants were closed in our geographic market that did give us some lift but all that seems to be, everything is back to norm I would say now those plants are closed and customers go in different places has leveled out. I’d say that’s more at a level basis now. I don’t see a lot of big change right at this minute.

David Libowitz – Burnham Securities

The introduction of your 100 calorie packs have you increased the number of offerings and in how many brands do you have the offerings?

George Deese

We have expanded to a snack pack as you remember it was strictly in the multi-pack for basically supermarkets. We’re just in the process of going to the convenience stores with single serves and we think that will give us a lift if those people who, consumers who are just going to convenience stores have an opportunity to buy products that’s way too early to predict.

I think we have seven or eight varieties, they change as we see one slow we want to come out with another one that we think might sell better. That would be ongoing until we get just the right product mix that we feel would serve the consumer well.

Operator

Your next question comes from Vivian Lin – UBS Global Asset Management.

Vivian Lin – UBS Global Asset Management

For your pricing mix this quarter can you just break it down roughly just how much due to pricing, how much due to mix?

George Deese

I’m sorry we do not break it down. We put it together as price mix.

Vivian Lin – UBS Global Asset Management

Is pricing the majority part of it?

George Deese

Yes.

Vivian Lin – UBS Global Asset Management

How are the contracts with your distributors structured in a sense that I wonder under the current high gas price environment do you have to restructure your contracts with them to reflect their increased cost structure otherwise their margin would be roughly squeezed. Can you talk about that a little bit?

George Deese

This model has been in place for a long time and you do see squeeze given different times but in the main the contract has been in place and has not changed significantly in any way. That was taking into consideration when we went to this program. Somebody else asked a question about the squeeze on our distributor and let me repeat again the average, you get in trouble with averages, number one I am concerned that our distributors do not get squeezed.

We’re working very hard to make sure that we continue to drive sales. Half of those distributors on the income side so they can more than offset the cost in gasoline.

Vivian Lin – UBS Global Asset Management

Those contracts pretty much fixed for some time and you don’t have to renew or restructure. I wonder whether up to that point whether cost structure would be different than before.

George Deese

It’s ongoing.

Vivian Lin – UBS Global Asset Management

The other thing you mentioned you haven’t seen the trade down effect in the bread category. Do think there’s going to be the case for the rest of the year if costs continue to stay high or you are potentially have to position yourself if the trade down starts to happen.

George Deese

Both Steve and I both have indicated we have not seen any trade down. In fact, we’ve seen the same trend continue private label was down again on units up on dollars because of price increases in the marketplace. If there’s some huge trade down we would adjust to it whatever adjustments we’d have to make. We don’t see that right now.

Operator

Your next question comes from Eric Katzman - Deutsche Bank.

Eric Katzman - Deutsche Bank

A quick question on IDC, its flattened down to the extent that their business is being maintained in chapter 11 but what are you hearing if you’re willing to comment what are you hearing from retailers as to concern as to whether that company may be forced to chapter seven given the credit problems and input costs and how do you prepare, how does the industry prepare for that amount of volume potentially not being on the shelf.

George Deese

Tough question. Obviously we don’t know any more than you do by what’s going on at Interstate. We have some customers concerned that they will not be on the shelf one day; I have not heard that directly. I would think though that Interstate people are continuing to see those customers trying to assure them that they will have products and services.

Back to what is Flowers doing to prepare I think part of our strategy is continuing to grow our production lines put in facilities where we think we’d benefit if that did happen. I’m not sure what the rest of the industry is doing but we are trying to prepare in case something does happen drastically to them. It’s hard to anticipate if that would happen or they sell the business or break it up.

Operator

There are no further questions at this time. I will turn the conference back over to Mr. Deese for closing comments.

George Deese

Thanks for your patience today and listening to our story we think we have a wonderful story and real proud of our team and look forward to talking to you next earnings call.

Operator

This concludes today’s teleconference you may disconnect your lines at this time. Thank you all for your participation.

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Source: Flowers Foods, Inc. F1Q08 (Qtr End 04/19/08) Earnings Call Transcript
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