Attached files
| file | filename |
|---|---|
| 8-K - SNYDER'S-LANCE, INC. | c82856_8k.htm |
| EX-2.1 - SNYDER'S-LANCE, INC. | c82856_ex2-1.htm |
| EX-2.2 - SNYDER'S-LANCE, INC. | c82856_ex2-2.htm |
| EX-99.3 - SNYDER'S-LANCE, INC. | c82856_ex99-3.htm |
| EX-99.2 - SNYDER'S-LANCE, INC. | c82856_ex99-2.htm |
Exhibit 99.1
| IMMEDIATE RELEASE | CONTACT: Mark Carter, VP Strategic Initiatives and Investor Relations Officer (704) 557-8386 |
October 28, 2015
Snyder’s-Lance, Inc. Reports Results for Third Quarter 2015
| · | Company announced definitive agreement to acquire Diamond Foods, Inc. earlier today |
| · | Reports net revenue of $417 million for Q3, a 2% increase over prior year and 6% year to date |
| · | EPS of $0.26, excluding special items, +13% to prior year |
| · | EPS of $0.22, including special items |
| · | Declares quarterly dividend of $0.16 per share of common stock |
| · | Updates full year financial estimates for 2015 |
| · | Significant margin improvement program underway with positive impact in 2016 |
Charlotte, NC, - October 28, 2015 – Snyder’s-Lance, Inc. (Nasdaq-GS: LNCE) today reported third quarter net revenue growth of 2% over last year, with earnings of $0.26 per diluted share excluding special items and $0.22 per diluted share including special items.
“We are excited about our announcement made earlier this morning of a definitive agreement to acquire Diamond Foods, Inc. in a deal that is expected to close early in 2016. As we have worked toward the signing of this agreement, we have also reacted to the short term challenges of Q3 and continue to execute our strategic plan,” said Carl E. Lee, Jr., President and CEO. “Late July® and Snack Factory® Pretzel Crisps® brought in solid top line performance for our Clearview Division while Snyder’s of Hanover® and Lance® continued to drive good year-over-year increases for the quarter. Cape Cod® kettle chips delivered strong sales increases as well. Overall, we delivered year over year growth and gained share in all five core brands in spite of retailer consolidations, a softer back-to-school selling season and significant challenges in the mass merchandiser channel.”
Mr. Lee continued, “In today’s environment, it is critical to remain competitive on the cost side of the business. We announced on our last earnings call our intention to reach of 10% operating income run rate. We made significant progress toward realizing this goal in Q3 with our ‘Drive for 10’ initiative, which will be ongoing throughout the year. Led by senior leaders and staffed with some of our most talented cross functional associates, we expect to realize our goals in cost savings and leverage from this program in 2016. With a clear focus on top line growth and cost savings, we look forward to driving more positive near term results and moving forward with increased momentum. I am confident in our ability to deliver positive results as we continue the work to complete the acquisition of Diamond Foods.”
Third Quarter Financial Summary
| · | Net revenue for the third quarter of 2015 was $416.8 million, an increase of 1.8% compared to the third quarter of 2014 net revenue of $409.3 million. |
| · | Net income excluding special items for the third quarter of 2015 was $18.6 million, or $0.26 per diluted share, as compared to net income excluding special items of $16.4 million for the third quarter of 2014, or $0.23 per diluted share. |
| · | Including special items, net income for the third quarter of 2015 was $15.7 million, or $0.22 per diluted share, as compared to net income including special items of $13.7 million for the third quarter of 2014, or $0.19 per diluted share. |
| · | Special items for the third quarter of 2015 included after-tax expenses of $2.9 million primarily associated with an accrual for the expected settlement of certain litigation. Special items for the third quarter of 2014 included after-tax expenses of $2.7 million primarily associated with a deferred tax revaluation which was required as a result of the sale of Private Brands. |
First Nine Months Financial Summary
| · | Net revenue for the first nine months of 2015 was $1.25 billion, an increase of 5.8% compared to the first nine months of 2014 net revenue of $1.18 billion. |
| · | Net income excluding special items for the first nine months of 2015 was $49.7 million, or $0.70 per diluted share, as compared to net income excluding special items of $44.0 million for the first nine months of 2014, or $0.62 per diluted share. |
| · | Including special items, net income for the first nine months of 2015 was $43.6 million, or $0.61 per diluted share, as compared to net income including special items of $32.3 million for the first nine months of 2014, or $0.46 per diluted share. |
| · | Special items for the first nine months of 2015 included after-tax expenses of $6.0 million primarily associated with legal fees and accruals for expected settlements of certain litigation. Special items associated with continuing operations for the first nine months of 2014 included after-tax expenses of $4.8 million for impairment charges, $2.3 million for restructuring charges, $2.0 million in professional fees, $0.6 million for self-funded medical expenses and a $2.1 million deferred tax revaluation. |
Dividend Declared
The Company also announced the declaration of a quarterly cash dividend of $0.16 per share on the Company’s common stock. The dividend is payable on November 27, 2015 to stockholders of record at the close of business on November 20, 2015.
Estimates for 2015 and 2016
The estimates for 2015 reflect the results of the third quarter, with net revenue for the full year expected to be in the range of $1.68 to $1.70 billion. The earnings per diluted share estimates are a range of $1.07 - $1.12 with capital expenditures for 2015 projected to be $56 - $58 million.
For 2016, net revenue growth is estimated to be between 3% - 5%. Earnings per diluted share are estimated to be $1.35 - $1.42, resulting from increased revenue and our Drive for 10 initiatives. Capital expenditures are projected to be $50 - $55 million for the full year.
Conference Call
Management will host a conference call to discuss Q3 results as well as the recently announced transaction with Diamond Foods, scheduled to begin at 10:00am eastern time on October 28, 2015. The conference call and accompanying slide presentation will be webcast live through the Investor Relations section of Snyder’s-Lance website, www.snyderslance.com. To participate in the conference call, the dial-in number is (844) 830-1960 for U.S. callers or (315) 625-6883 for international callers. The conference ID is 69017426. A continuous telephone replay of the call will be available between 2:00pm on October 28 and midnight on November 4. The replay telephone number is (855) 859-2056 for U.S. callers or (404) 537-3406 for international callers. The replay access code is 69017426. Investors may also access a web-based replay of the conference call at www.snyderslance.com.
About Snyder’s-Lance, Inc.
Snyder’s-Lance, Inc., headquartered in Charlotte, NC, manufactures and markets snack foods throughout the United States and internationally. Snyder’s-Lance’s products include pretzels, sandwich crackers, pretzel crackers, potato chips, cookies, tortilla chips, restaurant style crackers, nuts and other snacks. Snyder’s-Lance has manufacturing facilities in North Carolina, Pennsylvania, Indiana, Georgia, Arizona, Massachusetts, Florida, Ohio and Wisconsin. Products are sold under the Snyder’s of Hanover®, Lance®, Cape Cod®, Snack Factory® Pretzel Crisps®, Late July®, Krunchers!®, Tom’s®, Archway®, Jays®, Stella D’oro®, Eatsmart™, O-Ke-Doke®, and other brand names along with a number of third party brands. Products are distributed nationally through grocery and mass merchandisers, convenience stores, club stores, food service outlets and other channels. LNCE-E
Cautionary Information about Forward Looking Statements
This press release contains statements which may be forward looking within the meaning of applicable securities laws. The statements include projections regarding future revenues, earnings and other results which are based upon the Company’s current expectations and assumptions, which are subject to a number of risks and uncertainties. Factors that could cause actual results to differ include general economic conditions or an economic turndown; volatility in the price or availability of inputs, including raw materials, packaging, energy and labor; price competition and industry consolidation; changes in our top retail customer relationships; inability to maintain profitability in the face of a consolidating retail environment; failure to successfully integrate acquisitions or execute divestitures; loss of key personnel; failure to execute and accomplish our strategy; concerns with the safety and quality of certain food products or ingredients; adulterated, misbranded or mislabeled products or product recalls; disruption of our supply chain; inadequacies in, or security breaches of, our information technology systems; improper use of social media; changes in consumer preferences and tastes or inability to innovate or market our products effectively; reliance on distribution through a significant number of independent business owners; protection of our trademarks and other intellectual property rights; impairment in the carrying value of goodwill or other intangible assets; new regulations or legislation; interest rate volatility, and the interests of a few individuals who control a significant portion of our outstanding shares of common stock may conflict with those of other stockholders, which have been discussed in greater detail in our most recent Form 10-K and other reports filed with the Securities and Exchange Commission.
SNYDER’S-LANCE, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income (Unaudited)
For the Quarters and Nine Months Ended October 3, 2015 and September 27, 2014
| Quarter Ended | Nine Months Ended | |||||||||||||||
| (in thousands, except per share data) | October 3, 2015 | September 27, 2014 | October 3, 2015 | September 27, 2014 | ||||||||||||
| Net revenue | $ | 416,773 | $ | 409,308 | $ | 1,250,542 | $ | 1,181,920 | ||||||||
| Cost of sales | 274,287 | 266,088 | 817,211 | 760,625 | ||||||||||||
| Gross margin | 142,486 | 143,220 | 433,331 | 421,295 | ||||||||||||
| Selling, general and administrative | 114,835 | 116,659 | 355,828 | 354,035 | ||||||||||||
| Settlements of certain litigation | 2,900 | — | 5,675 | — | ||||||||||||
| Impairment charges | — | — | — | 7,503 | ||||||||||||
| (Gain)/loss on sale of route businesses, net | (501 | ) | 22 | (1,368 | ) | (1,438 | ) | |||||||||
| Other expense/(income), net | 115 | 61 | (731 | ) | 642 | |||||||||||
| Income before interest and income taxes | 25,137 | 26,478 | 73,927 | 60,553 | ||||||||||||
| Interest expense, net | 2,851 | 2,984 | 7,989 | 10,485 | ||||||||||||
| Income before income taxes | 22,286 | 23,494 | 65,938 | 50,068 | ||||||||||||
| Income tax expense | 6,557 | 9,809 | 22,233 | 17,719 | ||||||||||||
| Income from continuing operations | 15,729 | 13,685 | 43,705 | 32,349 | ||||||||||||
| Income from discontinued operations, net of income tax | — | 124,097 | — | 133,942 | ||||||||||||
| Net income | 15,729 | 137,782 | 43,705 | 166,291 | ||||||||||||
| Net income attributable to noncontrolling interests | 52 | 16 | 63 | 32 | ||||||||||||
| Net income attributable to Snyder’s-Lance, Inc. | $ | 15,677 | $ | 137,766 | $ | 43,642 | $ | 166,259 | ||||||||
| Amounts attributable to Snyder’s-Lance, Inc.: | ||||||||||||||||
| Continuing operations | $ | 15,677 | $ | 13,669 | $ | 43,642 | $ | 32,317 | ||||||||
| Discontinued operations | — | 124,097 | — | 133,942 | ||||||||||||
| Net income | $ | 15,677 | $ | 137,766 | $ | 43,642 | $ | 166,259 | ||||||||
| Basic earnings per share: | ||||||||||||||||
| Continuing operations | $ | 0.22 | $ | 0.19 | $ | 0.62 | $ | 0.46 | ||||||||
| Discontinued operations | — | 1.77 | — | 1.91 | ||||||||||||
| Total basic earnings per share | $ | 0.22 | $ | 1.96 | $ | 0.62 | $ | 2.37 | ||||||||
| Diluted earnings per share: | ||||||||||||||||
| Continuing operations | $ | 0.22 | $ | 0.19 | $ | 0.61 | $ | 0.46 | ||||||||
| Discontinued operations | — | 1.75 | — | 1.89 | ||||||||||||
| Total diluted earnings per share | $ | 0.22 | $ | 1.94 | $ | 0.61 | $ | 2.35 | ||||||||
| Cash dividends declared per share | $ | 0.16 | $ | 0.16 | $ | 0.48 | $ | 0.48 | ||||||||
SNYDER’S-LANCE, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Unaudited)
As of October 3, 2015 and January 3, 2015
| (in thousands, except share data) | October 3, 2015 | January 3, 2015 | ||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 64,316 | $ | 35,373 | ||||
| Restricted cash | 966 | 966 | ||||||
| Accounts receivable, net of allowances of $1,262 and $1,778, respectively | 134,357 | 126,093 | ||||||
| Inventories | 125,065 | 116,236 | ||||||
| Prepaid income taxes and income taxes receivable | 7,028 | 4,175 | ||||||
| Deferred income taxes | 11,544 | 13,189 | ||||||
| Assets held for sale | 14,879 | 11,007 | ||||||
| Prepaid expenses and other current assets | 19,008 | 22,112 | ||||||
| Total current assets | 377,163 | 329,151 | ||||||
| Noncurrent assets: | ||||||||
| Fixed assets, net | 415,916 | 423,612 | ||||||
| Goodwill | 539,651 | 541,539 | ||||||
| Other intangible assets, net | 532,296 | 545,212 | ||||||
| Other noncurrent assets | 22,603 | 23,874 | ||||||
| Total assets | $ | 1,887,629 | $ | 1,863,388 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Current portion of long-term debt | $ | 8,541 | $ | 8,561 | ||||
| Accounts payable | 65,296 | 57,407 | ||||||
| Accrued compensation | 24,842 | 32,774 | ||||||
| Accrued casualty insurance claims | 4,388 | 4,320 | ||||||
| Accrued selling and promotional costs | 14,267 | 13,141 | ||||||
| Other payables and accrued liabilities | 31,100 | 24,723 | ||||||
| Total current liabilities | 148,434 | 140,926 | ||||||
| Noncurrent liabilities: | ||||||||
| Long-term debt | 431,991 | 438,376 | ||||||
| Deferred income taxes | 172,869 | 168,593 | ||||||
| Accrued casualty insurance claims | 12,309 | 13,755 | ||||||
| Other noncurrent liabilities | 16,511 | 15,030 | ||||||
| Total liabilities | 782,114 | 776,680 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity: | ||||||||
| Common stock, $0.83 1/3 par value. 110,000,000 shares authorized; 70,794,643 and 70,406,086 shares outstanding, respectively | 58,993 | 58,669 | ||||||
| Preferred stock, $1.00 par value. Authorized 5,000,000 shares; no shares outstanding | — | — | ||||||
| Additional paid-in capital | 787,176 | 776,930 | ||||||
| Retained earnings | 242,571 | 232,812 | ||||||
| Accumulated other comprehensive loss | (2,592 | ) | (1,007 | ) | ||||
| Total Snyder’s-Lance, Inc. stockholders’ equity | 1,086,148 | 1,067,404 | ||||||
| Noncontrolling interests | 19,367 | 19,304 | ||||||
| Total stockholders’ equity | 1,105,515 | 1,086,708 | ||||||
| Total liabilities and stockholders’ equity | $ | 1,887,629 | $ | 1,863,388 | ||||
SNYDER’S-LANCE, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
For the Nine Months Ended October 3, 2015 and September 27, 2014
| Nine Months Ended | ||||||||
| (in thousands) | October 3, 2015 | September 27, 2014 | ||||||
| Operating activities: | ||||||||
| Net income | $ | 43,705 | $ | 166,291 | ||||
| Adjustments to reconcile net income to cash from operating activities: | ||||||||
| Depreciation and amortization | 52,585 | 46,084 | ||||||
| Stock-based compensation expense | 4,255 | 4,962 | ||||||
| (Gain)/loss on sale of fixed assets, net | (90 | ) | 827 | |||||
| Gain on sale of route businesses, net | (1,368 | ) | (1,438 | ) | ||||
| Gain on sale of investments, net | (585 | ) | — | |||||
| Gain on sale of Private Brands, excluding transaction costs | — | (229,322 | ) | |||||
| Impairment charges | — | 7,503 | ||||||
| Deferred income taxes | 6,627 | (26,899 | ) | |||||
| Provision for doubtful accounts | 866 | 1,413 | ||||||
| Change in inventory reserves | 647 | (293 | ) | |||||
| Changes in operating assets and liabilities, excluding business acquisition and disposal | (12,184 | ) | 29,456 | |||||
| Net cash provided by/(used in) operating activities | 94,458 | (1,416 | ) | |||||
| Investing activities: | ||||||||
| Purchases of fixed assets | (38,800 | ) | (52,990 | ) | ||||
| Purchases of route businesses | (19,622 | ) | (19,102 | ) | ||||
| Proceeds from sale of fixed assets and insurance recoveries | 1,524 | 1,843 | ||||||
| Proceeds from sale of route businesses | 23,750 | 21,072 | ||||||
| Proceeds from sale of investments | 826 | — | ||||||
| Proceeds from sale of Private Brands | — | 430,017 | ||||||
| Business acquisition, net of cash acquired | — | (202,230 | ) | |||||
| Net cash (used in)/provided by investing activities | (32,322 | ) | 178,610 | |||||
| Financing activities: | ||||||||
| Dividends paid to stockholders | (33,884 | ) | (33,666 | ) | ||||
| Debt issuance costs | — | (1,854 | ) | |||||
| Issuances of common stock | 7,152 | 5,442 | ||||||
| Repurchases of common stock | (836 | ) | (1,328 | ) | ||||
| Repayments of long-term debt | (5,625 | ) | (11,624 | ) | ||||
| Net repayments of existing credit facilities | — | (35,000 | ) | |||||
| Net cash used in financing activities | (33,193 | ) | (78,030 | ) | ||||
| Increase in cash and cash equivalents | 28,943 | 99,164 | ||||||
| Cash and cash equivalents at beginning of period | 35,373 | 14,080 | ||||||
| Cash and cash equivalents at end of period | $ | 64,316 | $ | 113,244 | ||||
| Supplemental information: | ||||||||
| Cash paid for income taxes, net of refunds of $678 and $192, respectively | $ | 18,420 | $ | 113,246 | ||||
| Cash paid for interest | $ | 7,008 | $ | 8,976 | ||||
SNYDER’S-LANCE, INC. AND SUBSIDIARIES
Reconciliation of Non-GAAP Measures (Unaudited)
For the Quarters and Nine Months Ended October 3, 2015 and September 27, 2014
| (in thousands, except per share data) | Net of Tax | Per Diluted Share | ||||||
| Quarter Ended October 3, 2015 | ||||||||
| Income from continuing operations | $ | 15,677 | $ | 0.219 | ||||
| Severance charges | 655 | 0.009 | ||||||
| Settlements and legal fees associated with certain litigation | 1,992 | 0.028 | ||||||
| Professional fees | 289 | 0.004 | ||||||
| Income from continuing operations, excluding special items | $ | 18,613 | $ | 0.260 | ||||
| Quarter Ended September 27, 2014 | ||||||||
| Income from continuing operations | $ | 13,669 | $ | 0.193 | ||||
| Restructuring charges | 329 | 0.004 | ||||||
| Professional fees | 292 | 0.004 | ||||||
| Deferred tax revaluation | 2,062 | 0.029 | ||||||
| Income from continuing operations, excluding special items | $ | 16,352 | $ | 0.230 | ||||
| (in thousands, except per share data) | Net of Tax | Per Diluted Share | ||||||
| Nine Months Ended October 3, 2015 | ||||||||
| Income from continuing operations | $ | 43,642 | $ | 0.612 | ||||
| Severance charges | 903 | 0.013 | ||||||
| Settlements and legal fees associated with certain litigation | 4,543 | 0.063 | ||||||
| Professional fees | 588 | 0.008 | ||||||
| Income from continuing operations, excluding special items | $ | 49,676 | $ | 0.696 | ||||
| Nine Months Ended September 27, 2014 | ||||||||
| Income from continuing operations | $ | 32,317 | $ | 0.456 | ||||
| Impairment charges | 4,819 | 0.067 | ||||||
| Restructuring charges | 2,297 | 0.033 | ||||||
| Professional fees | 1,983 | 0.028 | ||||||
| Self-funded medical insurance claim | 564 | 0.008 | ||||||
| Deferred tax revaluation | 2,062 | 0.029 | ||||||
| Income from continuing operations, excluding special items | $ | 44,042 | $ | 0.621 | ||||