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8-K - 8-K - AdvancePierre Foods Holdings, Inc.a16-21182_18k.htm

Exhibit 99.1

 

 

AdvancePierre Foods Reports Third Quarter 2016 Financial Results

 

Third Quarter Net Income of $22 million; Adjusted Net Income of $35 million; Adjusted EBITDA of $79 million

 

Raises full year expectation for Adjusted EBITDA to a range of $290 to $295 million; expects $0.14 per share quarterly dividend; reduces net leverage

 

Cincinnati, OH — November 9, 2016 — AdvancePierre Foods Holdings, Inc. (NYSE:APFH) (“AdvancePierre” or the “Company”), a leading national producer and distributor of sandwiches, sandwich components and other entrées and snacks, today reported financial results for the third quarter and nine months ended October 1, 2016.

 

Third Quarter Highlights

·                  Third quarter GAAP net income of $22.4 million, or $0.29 per diluted share, and Adjusted Net Income1 of $34.8 million, or $0.46 per diluted share, adversely impacted by $9.3 million, or $0.12 per diluted share, of one-time IPO-related non-cash equity compensation expenses

·                  Third quarter net sales of $393.7 million and volume growth in AdvancePierre’s core segments of 0.7%

·                  Third quarter Adjusted EBITDA1 of $79.0 million

·                  Reduction of net leverage to 3.4 times trailing twelve month Adjusted EBITDA

 

Full Year 2016 Outlook

·                  Net sales in the range of $1.545 billion to $1.575 billion, including core segment volume growth of 2.0-2.5%

·                  Adjusted EBITDA in the range of $290 million to $295 million

·                  Adjusted Diluted Net Income per Share in the range of $1.65 to $1.75

·                  Expect to pay quarterly dividend of $0.14 per share in the fourth quarter, subject to declaration by the board of directors

 

“We are pleased to report another quarter of strong financial performance, driven by  continuing  execution of APF Way productivity initiatives, including our dynamic pricing model, and improvement in the mix of our business” said AdvancePierre President and Chief Executive Officer John Simons.  “As demonstrated in these results as well as our recently announced strategic acquisition of Allied Specialty Foods, we are delivering on our commitments to invest in our core business to continue improving our portfolio mix, and adding accretive acquisitions to accelerate our future growth.”

 

1 See “About Non-GAAP Financial Measures”

 

Consolidated Financial Results for the Third Quarter

Net sales for the third quarter of 2016 were $393.7 million compared to $407.2 million for the third quarter of 2015.  The decline was primarily attributable to the Company’s elimination of lower margin business in its Industrial segment, which reduced net sales by $14.0 million, and to strategic price and trade spending investments to reflect lower raw material costs, which reduced net sales by $8.8 million.  Excluding the impact of Industrial segment volume, volume and mix in the Company’s three core segments, including sales volume growth of 0.7%, increased net sales by $9.3 million.

 

Gross profit for the third quarter of 2016 increased by $17.7 million to $105.4 million, or 26.8% of net sales compared to $87.7 million, or 21.5% of net sales, for the third quarter of 2015, reflecting an increase of 530 basis points of margin.  Gross profit increased primarily due to positive price realization net of raw material cost movements, productivity improvements, and contributions from volume, partially offset by other increases in cost of goods sold.

 



 

Selling, general and administrative expenses for the third quarter of 2016 were $56.1 million, or 14.2% of net sales, compared to $46.0 million, or 11.3% of net sales for the third quarter of 2015.  The increase was primarily due to an $11.8 million increase in non-cash stock compensation including one-time charges associated with revaluation of all unvested awards based on our post-IPO valuation and accelerated vesting of certain special incentive awards.  These one-time charges adversely impacted Adjusted Net Income and Adjusted Diluted Net Income per Share and our comparison to prior year results by $9.3 million, or $0.12 per share.

 

Interest expense for the third quarter of 2016 was $18.7 million, a decrease of $7.2 million compared to $25.9 million for the third quarter of 2015.  This decrease resulted from $11.0 million of interest savings from lower rates resulting from the refinancing of the Company’s credit facilities in June 2016 and lower average borrowings, offset by $3.8 million of write-offs associated with voluntary prepayment of the term loan and other refinancing charges.

 

Income tax benefit was $1.8 million for the third quarter of 2016, as compared to an income tax provision of $3.0 million for the third quarter of 2015.  Based on an assessment of the realizability of the Company’s deferred tax assets during the second quarter, management determined that a full valuation allowance should no longer be recorded against the deferred tax assets.  As a result, the Company reversed $1.7 million of the existing valuation allowance during the third quarter of 2016 representing a decrease to income tax expense during the period.

 

AdvancePierre’s reported GAAP net income was $22.4 million, or $0.29 per diluted share, for the third quarter of 2016, compared to reported net income of $12.6 million, or $0.19 per diluted share, for the third quarter of 2015.  Adjusted Net Income for the third quarter of 2016 was $34.8 million, or $0.46 per diluted share.  Adjusted Net Income for the third quarter of 2015 was $22.2 million, or $0.33 per adjusted diluted share.

 

For the third quarter of 2016, Adjusted EBITDA increased 15.4% to $79.0 million from $68.4 million for the third quarter of 2015.

 

Segment Financial Results for the Third Quarter

 

Foodservice

Net sales for the Foodservice segment decreased 4.7% to $222.6 million in the third quarter of 2016, compared to $233.5 million for the third quarter of 2015, reflecting the effects of lower volume (2.2%), unfavorable mix (0.9%) and a reduction in net pricing (1.6%).  The volume decline was attributable primarily to fruit cup sales in our schools sub-channel and slower restaurant traffic affecting our national chains and street customers, partially offset by growth in school sandwich and protein categories.

 

Operating income for the Foodservice segment increased 18.0% to $45.0 million in the third quarter of 2016, compared to $38.1 million for the third quarter of 2015, reflecting productivity savings and net price realization of raw material deflation, partially offset by the impact of lower volume and mix effects.

 

Retail

Net sales for the Retail segment increased 8.0% to $94.6 million in the third quarter of 2016, compared to $87.6 million for the third quarter of 2015, reflecting higher volume (1.6%) and favorable mix (8.0%) partially offset by a reduction in net pricing (1.6%).   The increase in volume was primarily from growth in high value-added stuffed entrées that was partially offset by reduced promotional sales and rationalization of certain private label lower margin fully cooked breaded poultry SKUs.

 

Operating income for the Retail segment increased 236.7% to $10.3 million in the third quarter of 2016, compared to $3.1 million for the third quarter of 2015, reflecting favorable volume/mix, productivity savings and net price realization of raw material deflation.

 



 

Convenience

Net sales for the Convenience segment increased 11.7% to $56.5 million in the third quarter of 2016, compared to $50.6 million for the third quarter of 2015, reflecting higher volume (12.6%) and favorable mix (3.3%) partially offset by a reduction in net pricing (4.2%).   Volume growth was driven by new product introductions and increased distribution to convenience stores.

 

Operating income for the Convenience segment increased 41.6% to $9.5 million in the third quarter of 2016, compared to $6.7 million for the third quarter of 2015, reflecting favorable volume/mix, productivity savings and net price realization of raw material deflation.

 

Industrial

Net sales for the Industrial segment decreased 43.5% to $20.0 million in the third quarter of 2016, compared to $35.4 million for the third quarter of 2015, reflecting lower volume (40.3%) and a reduction in net pricing (3.9%), partially offset by favorable mix (0.8%).   The volume decline was primarily due to the exit of an unprofitable line of business late in the third quarter of 2015.

 

Operating income for the Industrial segment increased to $1.0 million in the third quarter of 2016 from a loss of $0.2 million for the third quarter of 2015, reflecting exit of unprofitable business and productivity savings.

 

Unallocated Corporate Expenses

Unallocated Corporate Expenses increased to $26.5 million in the third quarter of 2016 from $6.1 million for the third quarter of 2015 as a result of $10.1 million of non-capitalizable transaction expenses and an $11.8 million increase in non-cash equity compensation expenses.

 

Outlook

For full year 2016, AdvancePierre expects net sales in the range of $1.545 billion to $1.575 billion, including volume growth of 2.0-2.5% in AdvancePierre’s three core segments.  The Company expects Adjusted EBITDA in the range of $290 million to $295 million and Adjusted Diluted Net Income per Share in the range of $1.65 to $1.75.

 

AdvancePierre provides earnings guidance only on a non-GAAP basis and does not provide a reconciliation of forward-looking Adjusted EBITDA and Adjusted Diluted Net Income per Share guidance to the most directly comparable GAAP financial measures because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including adjustments that could be made for deferred taxes; merger and acquisition-related expenses; non-cash stock based compensation; and other charges reflected in the Company’s reconciliation of historic non-GAAP financial measures, the amounts of which, based on past experience, could be material.  For additional information regarding AdvancePierre’s non-GAAP financial measures, see “About Non-GAAP Financial Measures” below.

 

About Non-GAAP Financial Measures

“Adjusted Net Income” (which excludes income tax credits related to reversal of valuation allowances on deferred tax assets, charges related to the refinancing of AdvancePierre’s credit facilities, restructuring expenses, sponsor fees and expenses, merger and acquisition expenses, public filing expenses and other items)  “Adjusted Diluted Net Income per Share,” “EBITDA” (net income before net interest expense, income taxes, depreciation and amortization, and loss on modification and extinguishment of term loans), and “Adjusted EBITDA” (EBITDA as adjusted for restructuring expenses, non-cash stock-based compensation expense, sponsor fees and expenses, merger and acquisition expenses and public filing expenses,  and other items) are “non-GAAP financial measures.”  A non-GAAP financial measure is a numerical measure of financial performance that excludes or includes amounts that are different from the most directly comparable measure calculated and presented in accordance with GAAP in AdvancePierre’s consolidated balance sheets and related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows.

 



 

AdvancePierre presents Adjusted Net Income, Adjusted Diluted Net Income per Share, EBITDA and Adjusted EBITDA as performance measures because it believes these measures facilitate a comparison of its operating performance on a consistent basis from period-to-period and provide for a more complete understanding of factors and trends affecting its business than measures under GAAP can provide alone.  AdvancePierre also believes these non-GAAP financial measures are useful tools because they are frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies in industries similar to AdvancePierre’s.  However, AdvancePierre’s definition of these non-GAAP financial measures may not be the same as similarly titled measures used by other companies.

 

AdvancePierre also believes that Adjusted EBITDA is useful to investors in evaluating its operating performance because it provides a means to evaluate the operating performance of its business on an ongoing basis using criteria that management uses for evaluation and planning purposes.  Because Adjusted EBITDA facilitates internal comparisons of AdvancePierre’s historical financial position and operating performance on a more consistent basis, management also uses Adjusted EBITDA in measuring AdvancePierre’s performance relative to that of our competitors, in communications with its board of directors concerning its operating performance and in evaluating acquisition opportunities.  In addition, targets for Adjusted EBITDA are among the measures AdvancePierre uses to evaluate management’s performance for purposes of determining their compensation.

 

Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation from, or as an alternative to, or more meaningful than, the most directly comparable measure calculated and presented in accordance with GAAP.  Because of these limitations, investors should rely primarily on the most directly comparable measure calculated and presented in accordance with GAAP and use non-GAAP financial measures only as a supplement.  In evaluating non-GAAP financial measures, investors should be aware that in the future AdvancePierre may incur expenses similar to those for which adjustments are made in calculating Adjusted Net Income, Adjusted Diluted Net Income per Share, EBITDA and Adjusted EBITDA.  These non-GAAP financial measures should not be considered as a measure of discretionary cash available to AdvancePierre to invest in the growth of its business.

 

Additional information regarding EBITDA and Adjusted EBITDA, and a reconciliation of EBITDA and Adjusted EBITDA to net income is included in the tables below for the third quarter and first nine months of 2016 and 2015, along with the components of EBITDA and Adjusted EBITDA.  Also included below are reconciliations of Adjusted Net Income to net income for the third quarter and first nine months of 2016 and 2015.

 

Conference Call

A conference call will be webcast on Wednesday, November 9, 2016 at 8:00 AM ET.  Access is available on AdvancePierre’s investor relations website at http://investors.advancepierre.com/events-and-presentations. Alternatively, participants may access the call by dialing 1-844-282-4410 or 1-518-444-5560 (outside the U.S. and Canada) and referencing the conference call name: AdvancePierre Foods Holdings Third Quarter Earnings Call or the conference ID: 9368915. An archive of the webcast and presentation materials will be available on the Company’s investor relations website approximately two hours after the call.

 

About AdvancePierre

AdvancePierre (NYSE:APFH), headquartered in Cincinnati, Ohio, is a leading national producer and distributor of value-added, convenient, ready-to-eat sandwiches, sandwich components and other entrées and snacks to a wide variety of distribution outlets including foodservice, retail and convenience store providers.  With revenues of $1.6 billion in 2015 and more than 4,000 employees, the Company offers a broad line of products across all day parts including: ready-to-eat sandwiches, such as breakfast sandwiches, peanut butter and jelly sandwiches and hamburgers; sandwich components, such as fully cooked hamburger and chicken patties, and Philly steaks; and other entrées and snacks, such as country-fried steak, stuffed entrées, chicken tenders and cinnamon dough bites.  A fund managed by Oaktree Capital Management, L.P., a Los Angeles-based investment firm, is the majority shareholder of AdvancePierre.

 



 

Forward-Looking Statements

This release contains “forward-looking statements.” The words “estimates,” “expects,” “contemplates”, “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” “may,” “should” and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts, and are based upon our current expectations, beliefs and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control.   Actual results may vary materially from what is expressed in or indicated by the forward-looking statements as a result of various factors, some of which are beyond our control, including but not limited to: competition, disruption of our supply chain, the loss of or reduced purchasing by any of our major customers, increases in the prices of raw materials, deterioration of general economic conditions, changes in consumer eating habits, potential product liability claims and inadequacy of insurance and indemnification agreements in covering any successful claims, adverse publicity, exposure to legal proceedings or other claims,  claims regarding our intellectual property rights or termination of our material licenses; failure to comply with government contracts or applicable laws and regulations, failure to comply with governmental and environmental regulations, labor disruptions, failure to retain members of our senior management team, inability to identify, complete and integrate acquired businesses, inability to realize anticipated cost savings or incurrence of additional costs in order to realize such cost savings, breaches of data security, disruptions in our information technology systems, the impact of our high level of indebtedness; and  Oaktree controlling us, and the other risks and uncertainties detailed in our Registration Statement on Form S-1 (Reg. No. 333-210674) filed  with  the Securities and Exchange Commission on  April 11, 2016 and declared effective on July 14, 2016.  There may be other factors that may cause our actual results to differ materially from the forward-looking statements.   We undertake no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.

 

Investors

John Morgan
Vice President, Investor Relations
513-372-9338

johnmorgan@advancepierre.com

 

Media

Vehr Communications

Laura Phillips, 513-381-8347

lphillips@vehrcommunications.com

 



 

AdvancePierre Foods Holdings, Inc.

Condensed Consolidated Statements of Operations (Unaudited)

(In thousands, except per share amounts)

 

 

 

Third Quarter Ended

 

Nine Months Ended

 

 

October 1,

 

October 3,

 

October 1,

 

October 3,

 

 

2016

 

2015

 

2016

 

2015

 

 

 

 

 

 

 

 

 

Net sales

 

  $

393,654

 

  $

407,170

 

  $

1,158,836

 

  $

1,225,557

Cost of goods sold

 

264,492

 

293,038

 

783,540

 

891,459

Distribution expenses

 

23,736

 

24,913

 

68,744

 

73,053

Restructuring expenses

 

-

 

1,502

 

-

 

2,360

Gross profit

 

105,426

 

87,717

 

306,552

 

258,685

Selling, general and administrative expenses

 

56,074

 

45,997

 

165,440

 

142,444

Restructuring expenses

 

-

 

265

 

120

 

1,420

Other expense (income), net

 

10,080

 

(114)

 

13,555

 

4,691

Operating income

 

39,272

 

41,569

 

127,437

 

110,130

Interest expense:

 

 

 

 

 

 

 

 

Cash interest

 

14,293

 

23,421

 

58,198

 

71,114

Refinancing charges

 

3,762

 

-

 

19,036

 

-

Amortization of debt issuance costs and original issue discount

 

615

 

2,509

 

5,226

 

7,536

Income before income tax provision

 

20,602

 

15,639

 

44,977

 

31,480

Income tax (benefit) provision

 

(1,843)

 

3,003

 

(58,166)

 

6,057

Net income

 

  $

22,445

 

  $

12,636

 

  $

103,143

 

  $

25,423

 

 

 

 

 

 

 

 

 

Net income per common share

 

 

 

 

 

 

 

 

Weighted average common shares outstanding—basic

 

74,879

 

65,334

 

68,914

 

65,249

Net income per common share—basic

 

  $

0.29

 

  $

0.19

 

  $

1.47

 

  $

0.39

Weighted average common shares outstanding—diluted

 

74,879

 

66,848

 

68,914

 

66,723

Net income per common share—diluted

 

  $

0.29

 

  $

0.19

 

  $

1.47

 

  $

0.38

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

  $

78,990

 

  $

68,431

 

  $

219,022

 

  $

191,323

Adjusted net income

 

34,775

 

22,186

 

82,487

 

51,574

Adjusted net income per common share - diluted

 

  $

0.46

 

  $

0.33

 

  $

1.17

 

  $

0.77

 



 

AdvancePierre Foods Holdings, Inc.

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands, except per share amounts)

 

 

 

October 1,

 

January 2,

 

 

2016

 

2016

Assets

 

 

 

 

Current Assets:

 

 

 

 

Cash and cash equivalents

 

$

115,942

 

$

4,505

Accounts receivable, net of allowances of $55 and $15 at October 1, 2016 and January 2, 2016, respectively

 

95,409

 

82,618

Inventories

 

178,171

 

183,536

Donated food value of USDA commodity inventory

 

32,525

 

31,590

Prepaid expenses and other current assets

 

11,122

 

11,201

Total current assets

 

433,169

 

313,450

Property, plant and equipment, net

 

238,638

 

237,922

Other Assets

 

 

 

 

Goodwill

 

299,708

 

299,708

Other intangibles, net

 

218,860

 

242,110

Deferred tax asset

 

16,718

 

-

Other

 

3,444

 

2,969

Total other assets

 

538,730

 

544,787

Total assets

 

$

1,210,537

 

$

1,096,159

 

 

 

 

 

Liabilities and Shareholders’ Deficit

 

 

 

 

Current Liabilities:

 

 

 

 

Current maturities of long-term debt

 

$

395

 

$

24,721

Trade accounts payable

 

60,920

 

43,896

Accrued payroll and payroll taxes

 

23,315

 

24,235

Accrued interest

 

457

 

20,028

Accrued promotion and marketing

 

38,784

 

25,289

Accrued obligations under USDA commodity program

 

36,337

 

30,541

Other accrued liabilities

 

18,622

 

37,548

Total current liabilities

 

178,830

 

206,258

Long-term debt:

 

 

 

 

Long-term debt, net of current maturities

 

1,036,014

 

1,202,065

Related party debt

 

41,440

 

31,772

 

 

1,077,454

 

1,233,837

Liabilities under Tax Receivable Agreement

 

254,155

 

-

Deferred tax liability

 

-

 

42,750

Other long-term liabilities

 

29,779

 

40,541

Total liabilities

 

1,540,218

 

1,523,386

Stockholders’ Deficit:

 

 

 

 

Common stock—$0.01 par value, 500,000 shares authorized; 77,288 and 66,058 issued and outstanding at October 1, 2016 and January 2, 2016, respectively

 

773

 

651

Additional paid-in capital

 

5,876

 

3,549

Stockholder notes receivable

 

(898)

 

(3,884)

Accumulated deficit

 

(335,432)

 

(427,543)

Total stockholders’ deficit

 

(329,681)

 

(427,227)

Total liabilities and stockholders’ deficit

 

$

1,210,537

 

$

1,096,159

 



 

AdvancePierre Foods Holdings, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

 

 

 

Nine Months Ended

 

 

October 1,

 

October 3,

 

 

2016

 

2015

Cash flows from operating activities

 

 

 

 

Net income

 

$

103,143

 

$

25,423

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

Depreciation and amortization charges

 

47,951

 

46,373

Deferred income tax (benefit ) provision

 

(59,468)

 

5,050

Stock-based compensation expense

 

25,152

 

8,669

Amortization of debt issuance costs and original issue discount

 

10,753

 

7,536

Write-off of original issue discount - prior term loans

 

(14,230)

 

-

Prepayment premium on term loans

 

(2,518)

 

-

Changes in operating assets and liabilities

 

6,836

 

(5,603)

Other

 

527

 

1,228

Net cash provided by operating activities

 

118,146

 

88,676

Cash flows used in investing activities

 

 

 

 

Purchases of property, plant and equipment

 

(26,477)

 

(29,595)

Net cash used in acquisitions

 

-

 

(72,483)

Proceeds from sale of property, plant and equipment

 

2

 

35

Net cash used in investing activities

 

(26,475)

 

(102,043)

Cash flows from financing activities

 

 

 

 

Proceeds from issuance of term loans, net of original issue discount

 

1,293,500

 

-

Repayments of term loans and capital leases

 

(1,465,047)

 

(9,903)

Borrowings on revolving line of credit, net

 

-

 

25,809

Repayments of other long-term liabilities

 

(10,957)

 

-

Debt issuance costs

 

(3,699)

 

-

Proceeds from issuance of shares

 

216,451

 

-

Dividends paid

 

(11,040)

 

-

Other, net

 

558

 

(695)

Net cash provided by financing activities

 

19,766

 

15,211

Net increase in cash and cash equivalents

 

111,437

 

1,844

Cash and cash equivalents, beginning of period

 

4,505

 

97

Cash and cash equivalents, end of period

 

$

115,942

 

$

1,941

 



 

AdvancePierre Foods Holdings, Inc.

Segment Data (Unaudited)

(In thousands, except for percent amounts)

 

 

 

Third Quarter Ended

 

Nine Months Ended

 

 

October 1,

 

October 3,

 

October 1,

 

October 3,

 

 

2016

 

2015

 

2016

 

2015

Net sales

 

 

 

 

 

 

 

 

Foodservice

 

$

222,591

 

$

233,454

 

$

630,082

 

$

671,376

Retail

 

94,559

 

87,645

 

303,239

 

297,551

Convenience

 

56,465

 

50,649

 

167,637

 

150,300

Industrial

 

20,039

 

35,422

 

57,878

 

106,330

 

 

$

393,654

 

$

407,170

 

$

1,158,836

 

$

1,225,557

 

 

 

 

 

 

 

 

 

Operating income

 

 

 

 

 

 

 

 

Foodservice

 

$

44,957

 

$

38,095

 

$

121,579

 

$

97,988

Retail

 

10,296

 

3,058

 

29,267

 

21,570

Convenience

 

9,514

 

6,720

 

27,319

 

21,683

Industrial

 

970

 

(181)

 

1,585

 

888

Unallocated corporate expenses, net

 

(26,465)

 

(6,123)

 

(52,313)

 

(31,999)

 

 

$

39,272

 

$

41,570

 

$

127,437

 

$

110,130

 

 

 

 

 

 

 

 

 

 

 

Due to Changes in:

 

 

 

 

Volume

 

Mix

 

Pricing

 

Total

Change in Net Sales for Third Quarter ended October 1, 2016

 

 

 

 

 

 

 

 

Foodservice

 

-2.2%

 

-0.9%

 

-1.6%

 

-4.7%

Retail

 

1.6%

 

8.0%

 

-1.6%

 

8.0%

Convenience

 

12.6%

 

3.3%

 

-4.2%

 

11.7%

Industrial

 

-40.3%

 

0.8%

 

-3.9%

 

-43.5%

 

 

-2.8%

 

1.7%

 

-2.2%

 

-3.3%

 

 

 

 

 

 

 

 

 

Memo: Core Segments

 

0.7%

 

1.8%

 

-2.0%

 

0.5%

 

 

 

 

 

 

 

 

 

 

 

Due to Changes in:

 

 

 

 

Volume

 

Mix

 

Pricing

 

Total

Change in Net Sales for Nine Months ended October 1, 2016

 

 

 

 

 

 

 

 

Foodservice

 

-1.4%

 

-2.5%

 

-2.2%

 

-6.2%

Retail

 

3.1%

 

2.6%

 

-3.7%

 

1.9%

Convenience

 

14.0%

 

1.9%

 

-4.4%

 

11.5%

Industrial

 

-42.8%

 

-0.9%

 

-1.8%

 

-45.5%

 

 

-2.2%

 

-0.5%

 

-2.8%

 

-5.4%

 

 

 

 

 

 

 

 

 

Memo: Core Segments

 

1.8%

 

-0.5%

 

-2.9%

 

-1.6%

 



 

AdvancePierre Foods Holdings, Inc.

Reconciliation of EBITDA and Adjusted EBITDA to Net Income (Unaudited)

(In thousands)

 

 

 

Third Quarter Ended

 

Nine Months Ended

 

 

October 1,
2016

 

October 3,
2015

 

October 1,
2016

 

October 3,
2015

 

 

 

 

 

 

 

 

 

Net income

 

$

22,445

 

$

12,636

 

$

103,143

 

$

25,423

Interest expense

 

18,670

 

25,930

 

82,460

 

78,650

Income tax (benefit) provision

 

(1,843)

 

3,003

 

(58,166)

 

6,057

Depreciation and amortization expense

 

16,173

 

15,861

 

47,951

 

46,373

EBITDA

 

55,445

 

57,430

 

175,388

 

156,503

Restructuring expenses (a)

 

-

 

1,767

 

120

 

3,780

Non-cash stock based compensation expense (b)

 

13,299

 

1,451

 

25,152

 

8,669

Sponsor fees and expenses (c)

 

9,172

 

1,638

 

14,214

 

11,073

Merger and acquisition expenses and public filing expenses (d)

 

866

 

553

 

4,212

 

4,964

Other (e)

 

208

 

5,592

 

(64)

 

6,334

Adjusted EBITDA

 

$

78,990

 

$

68,431

 

$

219,022

 

$

191,323

 

 

 

 

 

 

 

 

 

 

 

(a) Costs associated with reorganization and restructuring activities, business acquisitions, integration of acquired businesses and implementation of the APF Way.

(b) Employee stock and option grants, which we expense over the vesting period based on the fair value of the award on the date of grant or any subsequent modification date.

(c) Quarterly management fees and expense reimbursements paid to affiliates of Oaktree and certain of our other existing stockholders. Amounts in 2016 also include a $9.0 million IPO success fee paid to Oaktree.

(d) Expenses related to the acquisitions of Landshire and Better Bakery, and costs associated with other unconsummated transactions during fiscal 2015.

(e) Primarily product recall costs and acquisition inventory step-up effects in fiscal 2015.

 



 

AdvancePierre Foods Holdings, Inc.

Reconciliation of Adjusted Net Income to Net income (Unaudited)

(In thousands, except per share amounts)

 

 

 

Third Quarter Ended

 

Nine Months Ended

 

 

October 1,
2016

 

October 3,
2015

 

October 1,
2016

 

October 3,
2015

 

 

 

 

 

 

 

 

 

Net income

 

$

22,445

 

$

12,636

 

$

103,143

 

$

25,423

Reversal of deferred tax asset valuation allowance (a)

 

(1,678)

 

-

 

(58,174)

 

-

Charges related to refinancing and prepayment of credit facilities (b)

 

3,762

 

-

 

19,036

 

-

Restructuring expenses (c)

 

-

 

1,767

 

120

 

3,780

Sponsor fees and expenses (d)

 

9,172

 

1,638

 

14,214

 

11,073

Merger and acquisition expenses and public filing expenses (e)

 

866

 

553

 

4,212

 

4,964

Other (f)

 

208

 

5,592

 

(64)

 

6,334

Adjusted net income (g)

 

$

34,775

 

$

22,186

 

$

82,487

 

$

51,574

 

 

 

 

 

 

 

 

 

Adjusted diluted net income per share

 

$

0.46

 

$

0.33

 

$

1.17

 

$

0.77

 

 

 

 

 

 

 

 

 

 

(a) Reversal of a portion of existing valuation allowances on net operating loss and other deferred tax benefits.

(b) Charges related to refinancing of the Company’s credit facilities in June 2016, and partial prepayment of term loan in July 2016.

(c) Costs associated with reorganization and restructuring activities, business acquisitions, integration of acquired businesses and implementation of the APF Way.

(d) Quarterly management fees and expense reimbursements paid to affiliates of Oaktree and certain of our other existing stockholders.  Amounts in 2016 also include a $9.0 million IPO success fee paid to Oaktree.

(e) Expenses related to the acquisitions of Landshire and Better Bakery, and costs associated with other unconsummated transactions during fiscal 2015.

(f) Primarily product recall costs and acquisition inventory step-up effects in fiscal 2015.

(g) The estimated tax effects of the items marked (b) to (f) above were determined to be de minimus, based on a comparison of the expected tax liability with and without such items.