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Flowers Foods cuts 2026 adjusted EPS outlook to $0.63–$0.68

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Form Type
8-K

Rhea-AI Filing Summary

Flowers Foods (FLO) reported third-quarter results for the 12 weeks ended October 10, 2026. Net sales were $1.169 billion, down 4.7% year over year: favorable 2.3% pricing/mix was offset by a 7.0% volume decline. Net income fell 63.6% to $14.4 million, and diluted EPS fell $0.12 to $0.07. Adjusted EBITDA declined 33.2% to $78.9 million, with a 6.8% margin versus 9.6% a year earlier.

Lower sales volume, increased marketing investment, higher logistics costs and greater outside purchases of product were cited as primary factors in lower net income; lower incentive compensation, ingredient costs and distributor fees partly offset them. Flowers Foods lowered its fiscal 2026 outlook to net sales of approximately $5.016 billion to $5.063 billion, adjusted EBITDA of approximately $415 million to $430 million, and adjusted diluted EPS of $0.63 to $0.68 per share. The prior ranges were $5.070 billion to $5.142 billion, $453 million to $481 million, and $0.75 to $0.85 per share, respectively.

0 points · 0 major

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1 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

  • None.

Negative

  • Major point. Forward-looking: it has not happened yet and may not happen.2026 adjusted diluted EPS guidance was lowered to $0.63 to $0.68 from $0.75 to $0.85 per share.
  • Moderate pointThird-quarter net income fell 63.6% to $14.4 million year over year.
  • Moderate pointAdjusted EBITDA fell 33.2% to $78.9 million year over year.

Filing Explained

The balance sheet adds a cash snapshot to the third-quarter results: at October 10, 2026, Flowers Foods reported cash of $72,246 thousand, compared with $12,100 thousand at January 3, 2026.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Net sales $1.169 billion Third quarter ended October 10, 2026; down 4.7% year over year
Net income $14.4 million Third quarter ended October 10, 2026; down 63.6% year over year
Adjusted EBITDA $78.9 million Third quarter ended October 10, 2026; down 33.2% year over year
Diluted EPS $0.07 per share Third quarter ended October 10, 2026; decreased $0.12 year over year
Adjusted diluted EPS $0.10 per share Third quarter ended October 10, 2026; decreased $0.13 year over year
Fiscal 2026 net sales guidance Approximately $5.016 billion to $5.063 billion Revised range; prior guidance was approximately $5.070 billion to $5.142 billion
Fiscal 2026 adjusted EBITDA guidance Approximately $415 million to $430 million Revised range; prior guidance was $453 million to $481 million
Fiscal 2026 adjusted diluted EPS guidance $0.63 to $0.68 per share Revised range; prior guidance was $0.75 to $0.85 per share
Adjusted EBITDA financial
"Adjusted EBITDA decreased 33.2% to $78.9 million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
adjusted diluted EPS financial
"Adjusted diluted EPS of approximately $0.63 to $0.68 per share"
Adjusted diluted EPS is a company’s profit per share after adding back or removing one-time items (like restructuring costs or gains) and dividing by the number of shares including potential shares from options and convertible securities. Investors use it as a cleaner view of ongoing earnings—like looking at a car’s regular fuel efficiency rather than a trip boosted by downhill coasting—to judge underlying performance and compare companies without temporary distortions.
variable consideration financial
"Net sales inclusive of allowances and deductions against gross sales for variable consideration"
Amount of promised consideration in a contract whose final value depends on future events or uncertainties — for example discounts, rebates, performance bonuses, refunds, rights of return, or milestone payments. Under modern revenue-recognition rules (IFRS 15 / ASC 606) an entity estimates variable consideration using either the expected value or the most likely amount, then includes it in the transaction price only to the extent it is probable the estimate will not result in a significant reversal of cumulative revenue when the uncertainty is resolved. The estimate is updated as facts and circumstances change and the effect of any change is recognized in revenue.
weighted average diluted share count financial
"Weighted average diluted share count for the year of approximately 213.5 million shares"
Weighted average diluted share count is the average number of a company's shares outstanding during a reporting period after adding any additional shares that could be created from options, warrants, convertible debt or similar instruments. It matters to investors because it shows the share base used to calculate per‑share metrics like earnings per share, so it reflects how potential future shares could reduce each investor’s slice of profits and ownership — like averaging how many slices a pie would be split into if extra slices might be added over time.
adjusted EBITDA margin financial
"Adjusted EBITDA margin was 6.8%"
Adjusted EBITDA margin shows how much profit a company makes from its core operations, expressed as a percentage of its total revenue, after removing certain one-time or unusual expenses and income. It helps investors understand the company's true earning ability from regular business activities, making it easier to compare performance over time or with other companies. Think of it as measuring the efficiency of a business in turning sales into profits, excluding irregular adjustments.
Net sales $1.169 billion Down 4.7% year over year
Net income $14.4 million Down 63.6% year over year
Adjusted net income $21.4 million Down 56.0% year over year
Adjusted EBITDA $78.9 million Down 33.2% year over year
Diluted EPS $0.07 per share Decreased $0.12 year over year
Adjusted diluted EPS $0.10 per share Decreased $0.13 year over year
Guidance

For fiscal 2026, Flowers Foods expects net sales of approximately $5.016 billion to $5.063 billion, adjusted EBITDA of approximately $415 million to $430 million, and adjusted diluted EPS of $0.63 to $0.68 per share.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were FLO’s third-quarter 2026 results?

Flowers Foods reported net sales of $1.169 billion, net income of $14.4 million, and adjusted EBITDA of $78.9 million for the 12 weeks ended October 10, 2026. Net income was down 63.6% and adjusted EBITDA was down 33.2% year over year.

What is Flowers Foods’ revised 2026 guidance?

Flowers Foods expects fiscal 2026 net sales of approximately $5.016 billion to $5.063 billion, adjusted EBITDA of approximately $415 million to $430 million, and adjusted diluted EPS of $0.63 to $0.68 per share. Its prior guidance ranges were $5.070 billion to $5.142 billion, $453 million to $481 million, and $0.75 to $0.85 per share, respectively.

Why did Flowers Foods’ third-quarter net income fall?

Flowers Foods cited lower sales volume, increased marketing investment, higher logistics costs and greater outside purchases of product as primary factors. Lower incentive compensation, lower ingredient costs and lower distributor distribution fees partly offset those factors.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001128928false00011289282026-11-122026-11-12

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 12, 2026

 

 

FLOWERS FOODS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Georgia

1-16247

58-2582379

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

 

1919 Flowers Circle, Thomasville, GA

31757

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (229) 226-9110

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

FLO

New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 


 

Item 2.02. Results of Operations and Financial Condition.

On November 12, 2026, Flowers Foods, Inc. issued a press release announcing its financial condition and results of operations as of and for the 12 weeks ended October 10, 2026. A copy of the press release is furnished with this Report as Exhibit 99.1.

 

 

 

 


 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

 

Description

 

 

99.1

 

Press Release of Flowers Foods, Inc. dated November 12, 2026.

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

FLOWERS FOODS, INC.

 

 

 

 

By:

/s/ D. Anthony Scaglione

 

 

Name: D. Anthony Scaglione

 

 

Title: Chief Financial Officer

 

Date: November 12, 2026

 


 

Exhibit 99.1

img238579036_0.gif

FLOWERS FOODS, INC. REPORTS THIRD QUARTER 2026 RESULTS

THOMASVILLE, Ga., November 12, 2026 – Flowers Foods, Inc. (NYSE: FLO) today reported financial results for the company’s 12-week third quarter ended October 10, 2026.

Third Quarter Summary:

Compared to the prior year third quarter where applicable

•
Net sales(1) decreased 4.7% to $1.169 billion as favorable price/mix was more than offset by lower volume.
•
Net income decreased 63.6% to $14.4 million, representing 1.2% of sales, a 200-basis point decrease, primarily due to lower sales volume, increased marketing investment, higher logistics costs, and greater outside purchases of product. These factors were partially offset by lower incentive compensation, lower ingredient costs, and lower distributor distribution fees. Adjusted net income(2) decreased 56.0% to $21.4 million.
•
Adjusted EBITDA(2) decreased 33.2% to $78.9 million, representing 6.8% of net sales, a 280-basis point decrease.
•
Diluted EPS decreased $0.12 to $0.07. Adjusted diluted EPS(2) decreased $0.13 to $0.10.

Chairman and CEO Remarks:
 

“Our third-quarter results reflect a continued challenging operating environment, driven by pressure on household budgets, evolving consumer behavior and heightened promotional activity, as well as areas where we need to move faster with focused execution,” said Ryals McMullian, chairman and CEO of Flowers Foods. “Following the second quarter, we expected our earlier pricing actions and the relaunch of Nature's Own with fewer, simpler ingredients to help stabilize performance as we worked to introduce new innovation to market. We are seeing encouraging signs for Nature’s Own, including improving sequential trends and growing awareness of the relaunch, although the pace of improvement has been slower than anticipated, primarily in loaf, where category trends remain challenging. We are accelerating actions already underway to strengthen customer execution, close innovation gaps, and better align our portfolio with evolving consumer preferences.”

“While it will take time for our initiatives to translate more fully into results, we believe they are putting Flowers on a stronger path forward. We expect the environment to remain challenging in the near term, but we remain confident in the long-term potential of the business. We participate in large, attractive markets across fresh packaged bread, cake, better-for-you snacking, and foodservice, and our leading brands, extensive network, and deep customer relationships provide a strong foundation to drive improved performance and long-term growth. Given our third-quarter performance and current conditions, we are adjusting our 2026 guidance.”

Revised Outlook: 52-week Fiscal 2026, the Company Expects:

 

•
Net sales of approximately $5.016 billion to $5.063 billion, representing a -4.6% to -3.7% change compared to the prior year. Prior guidance called for net sales of approximately $5.070 billion to $5.142 billion.
•
Adjusted EBITDA(3) in the range of approximately $415 million to $430 million, compared to prior guidance of $453 million to $481 million.
•
Adjusted diluted EPS(2) of approximately $0.63 to $0.68 per share, compared to prior guidance of $0.75 to $0.85 per share.
 

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

•
Depreciation and amortization of approximately $165 million to $170 million.
•
Net interest expense of approximately $60 million to $65 million.
•
An effective tax rate of approximately 27%.
•
Weighted average diluted share count for the year of approximately 213.5 million shares.
•
Capital expenditures of approximately $115 million to $125 million.
 

 

Matters Affecting Comparability:

 


 

Reconciliation of Earnings per Share to Adjusted Earnings per Share

 

 

 

For the 12-Week Period Ended

 

 

For the 12-Week Period Ended

 

 

 

October 10, 2026

 

 

October 4, 2025

 

Net income per diluted common share

 

$

0.07

 

 

$

0.19

 

Business process improvement costs

 

NM

 

 

NM

 

Impairment of assets

 

 

0.01

 

 

 

—

 

Restructuring charges

 

 

0.02

 

 

 

0.02

 

Restructuring-related implementation costs

 

NM

 

 

 

0.01

 

Acquisition and integration-related costs

 

 

—

 

 

 

0.01

 

Legal settlements and related costs

 

NM

 

 

 

—

 

Recovery on inferior ingredients

 

NM

 

 

 

—

 

Adjusted net income per diluted common share

 

$

0.10

 

 

$

0.23

 

 

 

 

 

 

 

 

 

NM - not meaningful.

Certain amounts may not add due to rounding.

Consolidated Third Quarter Operating Highlights

Compared to the prior year third quarter where applicable

•
Net sales decreased 4.7% to $1.169 billion. Pricing/mix(4) increased 2.3% and volume(5) declined 7.0%.
•
Branded Retail net sales decreased $41.1 million, or 5.1%, to $772.1 million due to volume declines partially offset by favorable pricing/mix. Pricing/mix(4) rose 3.5% and volume(5) decreased 8.6%.
•
Other net sales decreased $16.4 million, or 4.0%, to $397.0 million due to lower sales of store branded products, partially due to discontinued business. This was partially offset by improved non-retail volume and favorable pricing/mix, largely from growth in foodservice sales. Pricing/mix(4) increased 0.9% and volume(5) declined 4.9%.
•
Materials, supplies, labor, and other production costs (exclusive of depreciation and amortization) were 53.3% of net sales, a 120-basis point increase. The increase as a percentage of sales primarily reflected the impact of lower production volumes on workforce-related costs and greater outside purchases of product (sales with no associated ingredient costs), partially offset by lower ingredient costs.
•
Selling, distribution, and administrative (SD&A) expenses were 40.2% of net sales, a 140-basis point increase. The increase as a percentage of net sales reflected greater marketing investments and higher logistics costs, partially offset by lower distributor distribution fees. Excluding matters affecting comparability, adjusted SD&A(2) was 39.9% of net sales, a 160-basis point increase.
•
Restructuring charges, impairment of assets, and recovery on inferior ingredients together totaled $5.4 million, approximately flat with the prior-year period restructuring charges of $5.5 million.
•
Depreciation and amortization (D&A) expenses were $38.3 million or 3.3% of net sales, approximately flat with last year's third quarter as a percentage of sales.
•
Net interest expense decreased approximately $1.0 million primarily due to lower debt outstanding and increased interest income.
•
Net income decreased 63.6% to $14.4 million, representing 1.2% of sales, a 200-basis point decrease, and diluted EPS decreased $0.12 to $0.07. Adjusted net income(2) decreased 56.0% to $21.4 million and adjusted diluted EPS(2) decreased $0.13 to $0.10.
•
Adjusted EBITDA(2) decreased 33.2% to $78.9 million, representing 6.8% of net sales, a 280-basis point decrease.

 

Cash Flow, Capital Allocation, and Capital Return

 

Year-to-date, cash flow from operating activities decreased $0.9 million to $319.9 million, capital expenditures decreased $15.8 million to $64.5 million, and dividends paid to shareholders decreased $49.4 million to $107.6 million. Cash and cash equivalents were $72.2 million at quarter end.

 

(1)
Any reference to sales refers to net sales inclusive of allowances and deductions against gross sales for variable consideration and consideration payable to customers
(2)
Adjusted for items affecting comparability. See reconciliations of non-GAAP measures in the financial statements following this release. Earnings are net income. EBITDA and Adjusted EBITDA are reconciled to net income.
(3)
No reconciliation of the forecasted range for adjusted EBITDA to net income for the 52-week Fiscal 2026 is included in this press release because the company is unable to quantify certain amounts that would be required to be included in the GAAP measure without unreasonable efforts. In addition, the company believes such reconciliation would imply a degree of precision that would be confusing or misleading to investors. For the same reasons, the company is unable to address the probable significance of the unavailable information, which could be material to future results.
(4)
Calculated as (current year period units X change in price per unit) / prior year period net sales dollars
(5)
Calculated as (prior year period price per unit X change in units) / prior year period net sales dollars

 


 

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 on the investors page of flowersfoods.com. The company will host a live question and answer webcast at 8:30 a.m. Eastern Time on November 13, 2026, which will be archived on the investors page along with the other related materials.

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 2025 net sales of $5.3 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, Canyon Bakehouse, Simple Mills, Wonder, and Tastykake. Learn more at www.flowersfoods.com.

Investor Contact: Tim Perrott, InvestorRelations@flocorp.com

Media Contact: http://flowersfoods.com/contact/

Forward-Looking Statements

Statements contained in this press release 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 financial condition and results of operations 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 our Annual Report on Form 10-K for the year ended January 3, 2026 (the “Form 10-K”) and our Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) 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) supply chain conditions and any related impact on 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 the impacts of tariffs, including retaliatory tariffs); and (7) accounting standards or tax rates in the markets in which we operate, (b) the loss or financial instability of any significant customer(s), including as a result of product recalls or safety concerns related to our products, (c) changes in consumer behavior, trends and preferences, including health and whole grain trends and consumer buying habits, the movement toward less expensive store branded products, and the continued reduction of purchases in the fresh packaged bread category, (d) the level of success we achieve in developing and introducing new products and entering new markets, (e) our ability to implement new technology and customer requirements as required, (f) our ability to operate existing, and any new, manufacturing lines according to schedule, (g) our ability to implement and achieve our corporate responsibility goals in accordance with regulatory requirements and the expectations of our stakeholders, suppliers, and customers; (h) our ability to execute our business strategies which may involve, among other things, (1) the ability to realize the intended benefits of completed, planned or contemplated acquisitions, dispositions or joint ventures, such as the acquisition of Simple Mills, (2) the deployment of new systems (e.g., our enterprise resource planning ("ERP") system), distribution channels and technology, and (3) an enhanced organizational structure (e.g., our sales and supply chain reorganization), (i) consolidation within the baking industry and related industries, (j) changes in pricing, customer and consumer reaction to pricing actions (including decreased volumes), and the pricing environment among competitors within the industry, (k) our ability to adjust pricing to offset, or partially offset, inflationary pressure or tariffs (including retaliatory tariffs) on the cost of our products, including ingredient and packaging costs; (l) disruptions in our direct-store-delivery distribution model, including litigation or an adverse ruling by a court or regulatory or governmental body that could affect the independent contractor classifications of the independent distributor partners (“IDPs”), and changes to our direct-store-delivery distribution model in California, (m) increasing legal complexity and legal proceedings that we are or may become subject to, (n) labor shortages and turnover or increases in employee and employee-related costs, (o) impacts from credit rating agency downgrades and our ability to satisfy financial covenants in our credit facility and term loan facility, which could have an adverse effect on our costs and availability of capital; (p) risks related to our indebtedness and current leverage profile; (q) the credit, business, and legal risks associated with IDPs and customers, which operate in the highly competitive retail food and foodservice industries, (r) 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, (s) the failure of our information technology systems to perform adequately, including any interruptions, intrusions, cyber-attacks or security breaches of such systems or risks associated with the implementation of the upgrade of our ERP system; and (t) the potential impact of climate change on the company, including physical and transition risks, our availability or restriction of resources, higher regulatory and compliance costs, reputational risks, and our availability of capital on attractive terms. The foregoing list of important factors does not include all such factors, nor does it 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 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 our Form 10-K, Part II, Item 1A., Risk Factors, of the Form 10-Q for the quarter ended October 10, 2026 and subsequent filings with the SEC 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, adjusted EBITDA margin, adjusted net income, adjusted diluted EPS, adjusted income tax expense, adjusted selling, distribution and administrative expenses (SD&A), and gross margin excluding depreciation and amortization. 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 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. 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, adjusted EBITDA margin, adjusted net income, adjusted diluted EPS, adjusted income tax expense and adjusted SD&A, respectively, to exclude additional costs that the company considers important to present to investors to increase the investors’ insights about the company’s core operations. These costs include, but are not limited to, the costs of closing a plant or costs associated with acquisition and integration-related activities, restructuring activities, certain impairment charges, legal settlements, costs to implement an enterprise resource planning system and enhance bakery digital capabilities (business process improvement costs) to provide investors direct insight into these costs, and other costs impacting past and future comparability. The company believes that these measures, when considered together with its GAAP financial results, provide management and investors with a more complete understanding of its business operating results, including underlying trends, by excluding the effects of certain charges. Adjusted EBITDA is used as a performance measure in the company’s incentive compensation program.

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 release to the most comparable GAAP financial measure.

 

 


 

Flowers Foods, Inc.

Condensed Consolidated Balance Sheets

 

 

(000’s omitted)

 

 

 

October 10, 2026

 

 

January 3, 2026

 

Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

72,246

 

 

$

12,100

 

Other current assets

 

 

707,787

 

 

 

694,753

 

Property, plant and equipment, net

 

 

915,315

 

 

 

952,725

 

Right-of-use leases, net

 

 

329,183

 

 

 

321,116

 

Distributor notes receivable (1)

 

 

130,909

 

 

 

130,723

 

Other assets

 

 

41,008

 

 

 

40,007

 

Cost in excess of net tangible assets, net

 

 

2,004,847

 

 

 

2,032,437

 

Total assets

 

$

4,201,295

 

 

$

4,183,861

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

Current liabilities

 

$

555,772

 

 

$

502,804

 

Long-term debt (2)

 

 

1,675,228

 

 

 

1,755,132

 

Right-of-use lease liabilities (3)

 

 

335,949

 

 

 

325,075

 

Other liabilities

 

 

320,142

 

 

 

297,363

 

Stockholders’ equity

 

 

1,314,204

 

 

 

1,303,487

 

Total liabilities and stockholders’ equity

 

$

4,201,295

 

 

$

4,183,861

 

 

 

 

 

 

 

 

 

(1) Includes current portion of $25,363 and $22,241, respectively.

(2) Includes current portion of $0 and $399,575, respectively.

(3) Includes current portion of $79,558 and $73,778, respectively.

 

 

 

 


 

Flowers Foods, Inc.

Consolidated Statement of Operations

 

 

(000’s omitted, except per share data)

 

 

 

For the 12-Week Period Ended

 

 

For the 12-Week Period Ended

 

 

For the 40-Week Period Ended

 

 

For the 40-Week Period Ended

 

 

 

October 10, 2026

 

 

October 4, 2025

 

 

October 10, 2026

 

 

October 4, 2025

 

Net sales

 

$

1,169,057

 

 

$

1,226,554

 

 

$

3,933,569

 

 

$

4,023,619

 

Materials, supplies, labor and other production costs (exclusive of
   depreciation and amortization shown separately below)

 

 

623,427

 

 

 

638,703

 

 

 

2,033,821

 

 

 

2,053,109

 

Selling, distribution, and administrative expenses

 

 

469,640

 

 

 

475,952

 

 

 

1,585,759

 

 

 

1,583,002

 

Restructuring charges

 

 

4,556

 

 

 

5,510

 

 

 

6,208

 

 

 

6,083

 

Plant closure costs and impairment of assets

 

 

1,481

 

 

 

—

 

 

 

1,481

 

 

 

7,397

 

Recovery on inferior ingredients

 

 

(632

)

 

 

—

 

 

 

(2,595

)

 

 

—

 

Depreciation and amortization expense

 

 

38,347

 

 

 

39,873

 

 

 

128,716

 

 

 

128,967

 

Income from operations

 

 

32,238

 

 

 

66,516

 

 

 

180,179

 

 

 

245,061

 

Other pension cost (benefit)

 

 

89

 

 

 

(88

)

 

 

295

 

 

 

(293

)

Interest expense, net

 

 

13,503

 

 

 

14,453

 

 

 

46,924

 

 

 

43,537

 

Income before income taxes

 

 

18,646

 

 

 

52,151

 

 

 

132,960

 

 

 

201,817

 

Income tax expense

 

 

4,268

 

 

 

12,617

 

 

 

35,871

 

 

 

50,920

 

Net income

 

$

14,378

 

 

$

39,534

 

 

$

97,089

 

 

$

150,897

 

Net income per diluted common share

 

$

0.07

 

 

$

0.19

 

 

$

0.46

 

 

$

0.71

 

Diluted weighted average shares outstanding

 

 

212,672

 

 

 

212,107

 

 

 

212,646

 

 

 

212,089

 

 

 

 

 


 

Flowers Foods, Inc.

Condensed Consolidated Statement of Cash Flows

 

 

(000’s omitted)

 

 

 

For the 12-Week Period Ended

 

 

For the 12-Week Period Ended

 

 

For the 40-Week Period Ended

 

 

For the 40-Week Period Ended

 

 

 

October 10, 2026

 

 

October 4, 2025

 

 

October 10, 2026

 

 

October 4, 2025

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

14,378

 

 

$

39,534

 

 

$

97,089

 

 

$

150,897

 

Adjustments to reconcile net income to net cash from operating
   activities:

 

 

 

 

 

 

 

 

 

 

 

 

   Total non-cash adjustments

 

 

57,277

 

 

 

55,797

 

 

 

196,783

 

 

 

207,637

 

   Changes in assets and liabilities

 

 

6,692

 

 

 

(40,971

)

 

 

26,020

 

 

 

(37,711

)

Net cash provided by operating activities

 

 

78,347

 

 

 

54,360

 

 

 

319,892

 

 

 

320,823

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

   Purchase of property, plant and equipment

 

 

(20,026

)

 

 

(23,939

)

 

 

(64,502

)

 

 

(80,305

)

   Acquisition of business, net of cash acquired

 

 

—

 

 

 

(48

)

 

 

—

 

 

 

(791,928

)

   Other

 

 

(3,562

)

 

 

(20

)

 

 

(3,846

)

 

 

(23,161

)

Net cash disbursed for investing activities

 

 

(23,588

)

 

 

(24,007

)

 

 

(68,348

)

 

 

(895,394

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

   Dividends paid

 

 

(26,581

)

 

 

(52,267

)

 

 

(107,605

)

 

 

(157,039

)

   Stock repurchases

 

 

(105

)

 

 

—

 

 

 

(3,929

)

 

 

(5,499

)

   Net change in debt borrowings

 

 

(10,000

)

 

 

30,000

 

 

 

(80,000

)

 

 

764,880

 

   Payment of financing fees

 

 

64

 

 

 

—

 

 

 

(1,992

)

 

 

(10,120

)

   Other

 

 

1,343

 

 

 

(2,400

)

 

 

2,128

 

 

 

(5,925

)

Net cash (disbursed for) provided by financing activities

 

 

(35,279

)

 

 

(24,667

)

 

 

(191,398

)

 

 

586,297

 

Net increase in cash and cash equivalents

 

 

19,480

 

 

 

5,686

 

 

 

60,146

 

 

 

11,726

 

Cash and cash equivalents at beginning of period

 

 

52,766

 

 

 

11,045

 

 

 

12,100

 

 

 

5,005

 

Cash and cash equivalents at end of period

 

$

72,246

 

 

$

16,731

 

 

$

72,246

 

 

$

16,731

 

 

 

 

 


 

Flowers Foods, Inc.

Net Sales by Sales Class and Net Sales Bridge

 

 

(000’s omitted)

Net Sales by Sales Class

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the 12-Week Period Ended

 

 

For the 12-Week Period Ended

 

 

 

 

 

 

 

 

 

October 10, 2026

 

 

October 4, 2025

 

 

$ Change

 

 

% Change

 

Branded Retail

 

$

772,100

 

 

$

813,235

 

 

$

(41,135

)

 

 

(5.1

)%

Other

 

 

396,957

 

 

 

413,319

 

 

 

(16,362

)

 

 

(4.0

)%

Total Net Sales

 

$

1,169,057

 

 

$

1,226,554

 

 

$

(57,497

)

 

 

(4.7

)%

 

 

 

For the 40-Week Period Ended

 

 

For the 40-Week Period Ended

 

 

 

 

 

 

 

 

 

October 10, 2026

 

 

October 4, 2025

 

 

$ Change

 

 

% Change

 

Branded Retail

 

$

2,612,306

 

 

$

2,650,787

 

 

$

(38,481

)

 

 

(1.5

)%

Other

 

 

1,321,263

 

 

 

1,372,832

 

 

 

(51,569

)

 

 

(3.8

)%

Total Net Sales

 

$

3,933,569

 

 

$

4,023,619

 

 

$

(90,050

)

 

 

(2.2

)%

 

 

Net Sales Bridge

 

For the 12-week period ended October 10, 2026

 

Branded Retail

 

 

Other

 

 

Total

 

Pricing/mix^*

 

 

3.5

%

 

 

0.9

%

 

 

2.3

%

Volume*

 

 

(8.6

)%

 

 

(4.9

)%

 

 

(7.0

)%

Total percentage point change in net sales

 

 

(5.1

)%

 

 

(4.0

)%

 

 

(4.7

)%

 

 

 

 

 

 

 

 

 

 

 

For the 40-week period ended October 10, 2026

 

Branded Retail

 

 

Other

 

 

Total

 

Pricing/mix^*

 

 

3.8

%

 

 

(0.5

)%

 

 

2.1

%

Volume*

 

 

(6.6

)%

 

 

(3.3

)%

 

 

(5.2

)%

Acquisition (until cycled on February 21, 2026)

 

 

1.3

%

 

 

—

 

 

 

0.9

%

Total percentage point change in net sales

 

 

(1.5

)%

 

 

(3.8

)%

 

 

(2.2

)%

 

 

 

 

 

 

 

 

 

 

The table above presents certain sales by category that have been reclassified from amounts previously reported to conform to the current period presentation.

 

^ Includes sales reductions from variable consideration and payments to customers.

 

* Computations above are calculated as follows (the Total column is consolidated and is not adding the Branded Retail and Other columns):

 

      Price/Mix $ = Current year period units × change in price per unit

 

      Price/Mix % = Price/Mix $ ÷ Prior year period Net Sales $

 

 

 

 

 

 

 

 

 

 

 

      Volume $ = Prior year period price per unit × change in units

 

      Volume % = Volume $ ÷ Prior year period Net Sales $

 

 

 

 

 

 

 


 

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 Period Ended

 

 

For the 12-Week Period Ended

 

 

For the 40-Week Period Ended

 

 

For the 40-Week Period Ended

 

 

 

October 10, 2026

 

 

October 4, 2025

 

 

October 10, 2026

 

 

October 4, 2025

 

Net income per diluted common share

 

$

0.07

 

 

$

0.19

 

 

$

0.46

 

 

$

0.71

 

Business process improvement costs

 

NM

 

 

NM

 

 

 

0.01

 

 

 

0.01

 

Plant closure costs and impairment of assets

 

 

0.01

 

 

 

—

 

 

 

0.01

 

 

 

0.03

 

Restructuring charges

 

 

0.02

 

 

 

0.02

 

 

 

0.02

 

 

 

0.02

 

Restructuring-related implementation costs

 

NM

 

 

 

0.01

 

 

 

0.05

 

 

 

0.04

 

Acquisition and integration-related costs

 

 

—

 

 

 

0.01

 

 

NM

 

(a)

 

0.07

 

Legal settlements and related costs

 

NM

 

 

 

—

 

 

 

0.05

 

 

NM

 

Recovery on inferior ingredients

 

NM

 

 

 

—

 

 

 

(0.01

)

 

 

—

 

Adjusted net income per diluted common share

 

$

0.10

 

 

$

0.23

 

 

$

0.59

 

 

$

0.88

 

NM - not meaningful.

 

 

 

 

 

 

 

 

 

 

 

 

Certain amounts may not add due to rounding.

 

 

 

 

 

 

 

 

 

 

 

 

(a) Includes the reclassification of costs between deductible and non-deductible for income tax purposes for certain acquisition-related costs from the prior period.

 

 

 

 

 

Reconciliation of Gross Margin

 

 

 

For the 12-Week Period Ended

 

 

For the 12-Week Period Ended

 

 

For the 40-Week Period Ended

 

 

For the 40-Week Period Ended

 

 

 

October 10, 2026

 

 

October 4, 2025

 

 

October 10, 2026

 

 

October 4, 2025

 

Net sales

 

$

1,169,057

 

 

$

1,226,554

 

 

$

3,933,569

 

 

$

4,023,619

 

Materials, supplies, labor and other production costs (exclusive
   of depreciation and amortization)

 

 

623,427

 

 

 

638,703

 

 

 

2,033,821

 

 

 

2,053,109

 

Gross margin excluding depreciation and amortization

 

 

545,630

 

 

 

587,851

 

 

 

1,899,748

 

 

 

1,970,510

 

Less depreciation and amortization for production activities

 

 

22,150

 

 

 

21,198

 

 

 

73,021

 

 

 

69,754

 

Gross margin

 

$

523,480

 

 

$

566,653

 

 

$

1,826,727

 

 

$

1,900,756

 

Depreciation and amortization for production activities

 

$

22,150

 

 

$

21,198

 

 

$

73,021

 

 

$

69,754

 

Depreciation and amortization for selling, distribution, and
   administrative activities

 

 

16,197

 

 

 

18,675

 

 

 

55,695

 

 

 

59,213

 

Total depreciation and amortization

 

$

38,347

 

 

$

39,873

 

 

$

128,716

 

 

$

128,967

 

 

 

 

 

Reconciliation of Selling, Distribution, and Administrative Expenses to Adjusted SD&A

 

 

 

For the 12-Week Period Ended

 

 

For the 12-Week Period Ended

 

 

For the 40-Week Period Ended

 

 

For the 40-Week Period Ended

 

 

 

October 10, 2026

 

 

October 4, 2025

 

 

October 10, 2026

 

 

October 4, 2025

 

Selling, distribution, and administrative expenses
   (SD&A)

 

$

469,640

 

 

$

475,952

 

 

$

1,585,759

 

 

$

1,583,002

 

Business process improvement costs

 

 

(906

)

 

 

(949

)

 

 

(3,157

)

 

 

(2,311

)

Restructuring-related implementation costs

 

 

(1,038

)

 

 

(3,534

)

 

 

(14,810

)

 

 

(10,718

)

Acquisition and integration-related costs

 

 

—

 

 

 

(1,735

)

 

 

(1,897

)

 

 

(16,370

)

Legal settlements and related costs

 

 

(1,000

)

 

 

—

 

 

 

(15,400

)

 

 

(902

)

Adjusted SD&A

 

$

466,696

 

 

$

469,734

 

 

$

1,550,495

 

 

$

1,552,701

 

 

 

 


 

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-Week Period Ended

 

 

For the 12-Week Period Ended

 

 

For the 40-Week Period Ended

 

 

For the 40-Week Period Ended

 

 

 

October 10, 2026

 

 

October 4, 2025

 

 

October 10, 2026

 

 

October 4, 2025

 

Net income

 

$

14,378

 

 

$

39,534

 

 

$

97,089

 

 

$

150,897

 

Income tax expense

 

 

4,268

 

 

 

12,617

 

 

 

35,871

 

 

 

50,920

 

Interest expense, net

 

 

13,503

 

 

 

14,453

 

 

 

46,924

 

 

 

43,537

 

Depreciation and amortization

 

 

38,347

 

 

 

39,873

 

 

 

128,716

 

 

 

128,967

 

EBITDA

 

 

70,496

 

 

 

106,477

 

 

 

308,600

 

 

 

374,321

 

Other pension cost (benefit)

 

 

89

 

 

 

(88

)

 

 

295

 

 

 

(293

)

Business process improvement costs

 

 

906

 

 

 

949

 

 

 

3,157

 

 

 

2,311

 

Plant closure costs and impairment of assets

 

 

1,481

 

 

 

—

 

 

 

1,481

 

 

 

7,397

 

Restructuring charges

 

 

4,556

 

 

 

5,510

 

 

 

6,208

 

 

 

6,083

 

Restructuring-related implementation costs

 

 

1,038

 

 

 

3,534

 

 

 

14,810

 

 

 

10,718

 

Acquisition and integration-related costs

 

 

—

 

 

 

1,735

 

 

 

1,897

 

 

 

16,370

 

Legal settlements and related costs

 

 

1,000

 

 

 

—

 

 

 

15,400

 

 

 

902

 

Recovery on inferior ingredients

 

 

(632

)

 

 

—

 

 

 

(2,595

)

 

 

—

 

Adjusted EBITDA

 

$

78,934

 

 

$

118,117

 

 

$

349,253

 

 

$

417,809

 

Net sales

 

$

1,169,057

 

 

$

1,226,554

 

 

$

3,933,569

 

 

$

4,023,619

 

Adjusted EBITDA margin

 

 

6.8

%

 

 

9.6

%

 

 

8.9

%

 

 

10.4

%

 

 

 

 

Reconciliation of Income Tax Expense to Adjusted Income Tax Expense

 

 

 

For the 12-Week Period Ended

 

 

For the 12-Week Period Ended

 

 

For the 40-Week Period Ended

 

 

For the 40-Week Period Ended

 

 

 

October 10, 2026

 

 

October 4, 2025

 

 

October 10, 2026

 

 

October 4, 2025

 

Income tax expense

 

$

4,268

 

 

$

12,617

 

 

$

35,871

 

 

$

50,920

 

Tax impact of:

 

 

 

 

 

 

 

 

 

 

 

 

Business process improvement costs

 

 

226

 

 

 

237

 

 

 

789

 

 

 

578

 

Plant closure costs and impairment of assets

 

 

(423

)

 

 

—

 

 

 

(423

)

 

 

1,850

 

Restructuring charges

 

 

1,140

 

 

 

1,377

 

 

 

1,553

 

 

 

1,521

 

Restructuring-related implementation costs

 

 

260

 

 

 

884

 

 

 

3,703

 

 

 

2,680

 

Acquisition and integration-related costs

 

 

—

 

 

 

87

 

 

 

2,214

 

(a)

 

2,016

 

Legal settlements and related costs

 

 

250

 

 

 

—

 

 

 

3,850

 

 

 

226

 

Recovery on inferior ingredients

 

 

(158

)

 

 

—

 

 

 

(649

)

 

 

—

 

Adjusted income tax expense

 

$

5,563

 

 

$

15,202

 

 

$

46,908

 

 

$

59,791

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Includes the reclassification of costs between deductible and non-deductible for income tax purposes for certain acquisition-related costs from the prior period.

 

 

 


 

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 12-Week Period Ended

 

 

For the 12-Week Period Ended

 

 

For the 40-Week Period Ended

 

 

For the 40-Week Period Ended

 

 

 

October 10, 2026

 

 

October 4, 2025

 

 

October 10, 2026

 

 

October 4, 2025

 

Net income

 

$

14,378

 

 

$

39,534

 

 

$

97,089

 

 

$

150,897

 

Business process improvement costs

 

 

680

 

 

 

712

 

 

 

2,368

 

 

 

1,733

 

Plant closure costs and impairment of assets

 

 

1,904

 

 

 

—

 

 

 

1,904

 

 

 

5,547

 

Restructuring charges

 

 

3,416

 

 

 

4,133

 

 

 

4,655

 

 

 

4,562

 

Restructuring-related implementation costs

 

 

778

 

 

 

2,650

 

 

 

11,107

 

 

 

8,038

 

Acquisition and integration-related costs

 

 

—

 

 

 

1,648

 

 

 

(317

)

 (a)

 

14,354

 

Legal settlements and related costs

 

 

750

 

 

 

—

 

 

 

11,550

 

 

 

676

 

Recovery on inferior ingredients

 

 

(474

)

 

 

—

 

 

 

(1,946

)

 

 

—

 

Adjusted net income

 

$

21,432

 

 

$

48,677

 

 

$

126,410

 

 

$

185,807

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Includes the reclassification of costs between deductible and non-deductible for income tax purposes for certain acquisition-related costs from the prior period.

 

 

 

 

 

Reconciliation of Earnings per Share -
Full Year Fiscal 2026 Guidance

 

 

 

Range Estimate

 

Net income per diluted common share

 

$

0.51

 

to

$

0.56

 

Business process improvement costs

 

 

0.01

 

 

 

0.01

 

Restructuring charges

 

 

0.02

 

 

 

0.02

 

Restructuring-related implementation costs

 

 

0.05

 

 

 

0.05

 

Acquisition and integration-related costs

 

NM

 

 

NM

 

Legal settlements and related costs

 

 

0.05

 

 

 

0.05

 

Recovery on inferior ingredients

 

 

(0.01

)

 

 

(0.01

)

Adjusted net income per diluted common share

 

$

0.63

 

to

$

0.68

 

NM - not meaningful.

 

 

 

 

 

 

Certain amounts may not add due to rounding.

 

 

 

 

 

 

 

 


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