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8-K - FORM 8-K - SYSCO CORPd433219d8k.htm

Exhibit 99.1

 

LOGO

SYSCO REPORTS FIRST QUARTER NET EARNINGS OF $287 MILLION AND DILUTED EPS OF $0.49

HOUSTON, November 5, 2012 — Sysco Corporation (NYSE: SYY) today announced financial results for its 13-week first fiscal quarter ended September 29, 2012.

First Quarter Fiscal 2013 Highlights

 

   

Sales were $11.1 billion, an increase of 4.7% from $10.6 billion in the first quarter of fiscal 2012, and Sysco’s highest quarter on record.

 

   

Operating income was $479 million, a decrease of 6.0%, compared to $509 million in last year’s first quarter.

 

   

Adjusted1 operating income, which reflects the performance of our underlying business, was $563 million, an increase of 2.0% compared to last year’s first quarter.

 

   

Diluted earnings per share (EPS) were $0.49, which was 3.9% lower compared to $0.51 in last year’s first quarter. Earnings were impacted by certain items1, primarily related to severance charges, which equated to a $0.01 negative impact to EPS.

 

   

Excluding certain items and business transformation expenses, adjusted diluted EPS was $0.58, an increase of 3.6% compared to the prior year period.

“Solid sales growth and effective overall operating expense management contributed to increased adjusted EPS in our underlying business for the quarter. Volume gains drove our top line growth as food cost inflation moderated from the historically high levels experienced in recent quarters,” said Bill DeLaney, Sysco’s president and chief executive officer. “Regarding our multiyear business transformation initiative, we recently achieved a significant milestone by successfully and simultaneously deploying for the first time our new technology platform in two operating companies.”

First Quarter Fiscal 2013 Summary

Sales for the first quarter were $11.1 billion, an increase of 4.7% compared to sales in the same period last year. Food cost inflation was 2.2%, as measured by the estimated change in Sysco’s product costs, driven mainly by inflation in the meat and poultry categories, partially offset by deflation in the dairy category. In

 

1 

See Non-GAAP Reconciliations below for more information.

 

1


addition, sales from acquisitions (within the last 12 months) increased sales by 0.5%, and the impact of changes in foreign exchange rates for the first quarter decreased sales by 0.3%. Case volume for the company’s Broadline and SYGMA operations combined grew 2.9% during the quarter, including acquisitions, and 2.6%, excluding acquisitions.

Gross profit for the first quarter was $2.0 billion, an increase of 2.9%, compared to the prior year. Operating expenses in the first quarter increased $87 million, or 6.0%, compared to operating expenses in the prior year period. This was due mainly to a $41 million increase in gross business transformation expenses and a $30 million increase in payroll expense. Excluding certain items and business transformation expenses, adjusted operating expenses increased 3.2%.

Operating income was $479 million in the first quarter, decreasing $31 million, or 6.0% compared to operating income in the prior year. Excluding certain items and business transformation expenses, adjusted operating income increased 2.0%.

Net earnings for the first quarter were $287 million, a decrease of $16 million, or 5.3%, compared to the prior year. Diluted EPS in the first quarter of fiscal 2013 was $0.49, which was 3.9% lower compared to last year’s first quarter. Excluding certain items and business transformation expenses, adjusted diluted EPS was $0.58, which was an increase of 3.6% compared to the prior year.

Cash Flow and Capital Spending

Cash flow from operations was $213 million for the first quarter of fiscal 2013, compared to $255 million in the first quarter of fiscal 2012. The decline was primarily related to increased tax payments. Capital expenditures totaled $156 million for the first quarter. The primary areas for investment included facility replacements and expansions, replacements to Sysco’s fleet, and technology.

Free cash flow doubled in the first quarter of fiscal 2013 to $58 million compared to the first quarter of fiscal 2012.

Conference Call & Webcast

Sysco’s first quarter fiscal 2013 earnings conference call will be held on Monday, November 5, 2012, at 10:00 a.m. Eastern. A live webcast of the call, a copy of this press release and a slide presentation, will be available online at www.sysco.com in the Investors section.

About Sysco

Sysco is the global leader in selling, marketing and distributing food products to restaurants, healthcare and educational facilities, lodging establishments and other customers who prepare meals away from home. Its family of products also includes equipment and supplies for the foodservice and hospitality industries. The company operates 185 distribution facilities serving over 400,000 customers. For the fiscal year 2012 that ended June 30, 2012, the company generated record sales of over $42 billion. For more information about Sysco visit the company’s Internet home page at www.sysco.com. For investor relations news follow us at www.twitter.com/SyscoStock or download the new Sysco IR App, available on the iTunes App Store and the Google Play Market.

 

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Forward-Looking Statements

Statements made in this press release or in our earnings call for the first quarter of fiscal 2013 that look forward in time or that express management’s beliefs, expectations or hopes are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect the views of management at the time such statements are made and are subject to a number of risks, uncertainties, estimates, and assumptions that may cause actual results to differ materially from current expectations. The success of our business transformation initiatives is subject to the general risks associated with our business, including the risk of interruption of supplies due to lack of long-term contracts, severe weather, work stoppages or otherwise, inflation risks, the impact of fuel prices, and labor issues. Additionally, certain agricultural areas of the United States experienced severe drought in the summer of 2012, and we may experience increased input costs for a large portion of the products we sell for up to a one year period as a result. Risks and uncertainties also include risks impacting the economy generally, including the risk that the current economic downturn will continue, or that consumer confidence in the economy may not increase and decreases in consumer spending, particularly on food prepared outside the home, may not reverse. Also, there are risks related to our Business Transformation Project, including that the expected costs of our Business Transformation Project in fiscal 2013 may be greater or less than currently expected because we may encounter the need for changes in design or revisions of the project calendar and budget, including the incurrence of expenses at an earlier or later time than currently anticipated; the risk that our business and results of operations may be adversely affected if we experience operating problems, scheduling delays, cost overages or limitations on the extent of the business transformation during the ERP implementation and deployment process; and the risk of adverse effects if the ERP system, and the associated process changes, do not prove to be cost effective or result in the cost savings and other benefits that we anticipate. In fiscal 2011 and fiscal 2012, we took additional time to test and improve the underlying ERP system prior to larger scale development, and these actions caused a delay in the project; we may experience further delays and/or cost overages as we deploy the system on a larger scale. Planned conversions in the coming quarters and the potential acceleration of the rate of conversions is dependent upon the success of current conversions and plans are subject to change at any time based on management’s subjective evaluation of our overall business needs. Other aspects of our business transformation initiatives, including our category management initiative and our cost transformation initiative, may fail to provide the expected benefits in a timely fashion, if at all. Capital expenditures may vary from those projected based on changes in business plans and other factors, including risks related to the implementation of our Business Transformation Project and our regional distribution centers, the timing and successful completions of acquisitions, construction schedules and the possibility that other cash requirements could result in delays or cancellations of capital spending. Current projections regarding industry growth may change and growth in the industry is subject to factors beyond our control. Our expectations regarding sales from acquisitions and the timing of acquisitions and related benefits may not occur as expected, if at all. Acquisitions may not close, or may be delayed, because of factors beyond our control, including the need for regulatory approvals. We may not be successful in completing potential acquisitions that are currently in the pipeline and, as such, may not realize the expected benefits from these potential acquisitions. Fuel expense may vary from projections based on fluctuations in fuel costs, which are impacted by general economic conditions beyond our control. In the past, increased fuel prices have significantly increased our costs and reduced consumers’ demand for meals served away from home. For a discussion of additional factors impacting Sysco’s business, see the Company’s Annual Report on Form 10-K for the year ended June 30, 2012, as filed with the Securities and Exchange Commission and the Company’s subsequent filings with the SEC. Sysco does not undertake to update its forward-looking statements.

 

3


Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED RESULTS OF OPERATIONS (Unaudited)

(In Thousands, Except for Share and Per Share Data)

 

     13-Week Period Ended  
     Sept. 29, 2012     Oct. 1, 2011  

Sales

   $ 11,086,916      $ 10,586,390   

Cost of sales

     9,083,372        8,638,790   
  

 

 

   

 

 

 

Gross profit

     2,003,544        1,947,600   

Operating expenses

     1,524,762        1,438,260   
  

 

 

   

 

 

 

Operating income

     478,782        509,340   

Interest expense

     30,868        29,474   

Other expense (income), net

     (2,477     250   
  

 

 

   

 

 

 

Earnings before income taxes

     450,391        479,616   

Income taxes

     163,793        176,963   
  

 

 

   

 

 

 

Net earnings

   $ 286,598      $ 302,653   
  

 

 

   

 

 

 

Net earnings:

    

Basic earnings per share

   $ 0.49      $ 0.51   

Diluted earnings per share

     0.49        0.51   

Average shares outstanding

     587,757,832        592,003,631   

Diluted shares outstanding

     589,838,819        593,449,101   

Dividends declared per common share

   $ 0.27      $ 0.26   

 

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Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED BALANCE SHEETS (Unaudited)

(In Thousands, Except for Share Data)

 

     Sept. 29, 2012     June 30, 2012     Oct. 1, 2011  

ASSETS

      

Current assets

      

Cash and cash equivalents

   $ 548,415      $ 688,867      $ 284,101   

Accounts and notes receivable, less allowances of $55,153, $42,919, and $53,796

     3,193,389        2,966,624        3,061,145   

Inventories

     2,370,864        2,178,830        2,137,451   

Deferred income taxes

     134,586        134,503        135,962   

Prepaid expenses and other current assets

     86,396        80,713        77,575   

Prepaid income taxes

     —          35,271        —     
  

 

 

   

 

 

   

 

 

 

Total current assets

     6,333,650        6,084,808        5,696,234   

Plant and equipment at cost, less depreciation

     3,950,668        3,883,750        3,615,361   

Other assets

      

Goodwill

     1,726,350        1,665,611        1,621,257   

Intangibles, less amortization

     125,520        113,571        108,610   

Restricted cash

     145,233        127,228        123,773   

Other assets

     206,412        220,004        281,628   
  

 

 

   

 

 

   

 

 

 

Total other assets

     2,203,515        2,126,414        2,135,268   
  

 

 

   

 

 

   

 

 

 

Total assets

   $ 12,487,833      $ 12,094,972      $ 11,446,863   
  

 

 

   

 

 

   

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

      

Current liabilities

      

Notes payable

   $ —        $ —        $ 5,350   

Accounts payable

     2,343,903        2,209,469        2,164,695   

Accrued expenses

     845,695        909,144        817,703   

Accrued income taxes

     159,014        50,316        384,613   

Current maturities of long-term debt

     254,262        254,650        206,329   
  

 

 

   

 

 

   

 

 

 

Total current liabilities

     3,602,874        3,423,579        3,578,690   

Other liabilities

      

Long-term debt

     2,764,853        2,763,688        2,384,986   

Deferred income taxes

     111,649        115,166        212,583   

Other long-term liabilities

     1,114,276        1,107,499        616,349   
  

 

 

   

 

 

   

 

 

 

Total other liabilities

     3,990,778        3,986,353        3,213,918   

Commitments and contingencies

      

Shareholders’ equity

      

Preferred stock, par value $1 per share, Authorized 1,500,000 shares, issued none

     —          —          —     

Common stock, par value $1 per share, Authorized 2,000,000,000 shares, issued 765,174,900 shares

     765,175        765,175        765,175   

Paid-in capital

     939,249        939,179        891,645   

Retained earnings

     8,302,859        8,175,230        7,831,330   

Accumulated other comprehensive loss

     (613,975     (662,866     (352,107

Treasury stock at cost, 177,931,615, 179,228,383, and 177,669,492 shares

     (4,499,127     (4,531,678     (4,481,788
  

 

 

   

 

 

   

 

 

 

Total shareholders’ equity

     4,894,181        4,685,040        4,654,255   
  

 

 

   

 

 

   

 

 

 

Total liabilities and shareholders’ equity

   $ 12,487,833      $ 12,094,972      $ 11,446,863   
  

 

 

   

 

 

   

 

 

 

 

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Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED CASH FLOWS (Unaudited)

(In Thousands)

 

     13-Week Period Ended  
     Sept. 29, 2012     Oct. 1, 2011  

Cash flows from operating activities:

    

Net earnings

   $ 286,598      $ 302,653   

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

    

Share-based compensation expense

     10,725        9,842   

Depreciation and amortization

     120,664        99,641   

Deferred income taxes

     (28,638     (290,671

Provision for losses on receivables

     6,782        7,075   

Other non-cash items

     241        226   

Additional investment in certain assets and liabilities, net of effect of businesses acquired:

    

(Increase) in receivables

     (206,440     (195,451

(Increase) in inventories

     (176,608     (82,322

(Increase) in prepaid expenses and other current assets

     (6,192     (6,347

Increase (decrease) in accounts payable

     113,695        (784

(Decrease) in accrued expenses

     (72,638     (40,867

Increase in accrued income taxes

     142,649        444,905   

Decrease (increase) in other assets

     5,183        (3,448

Increase in other long-term liabilities

     17,188        10,895   

Excess tax benefits from share-based compensation arrangements

     (8     (4
  

 

 

   

 

 

 

Net cash provided by operating activities

     213,201        255,343   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Additions to plant and equipment

     (155,673     (226,547

Proceeds from sales of plant and equipment

     1,393        2,092   

Acquisition of businesses, net of cash acquired

     (60,161     (36,118

(Increase) in restricted cash

     (18,005     (13,257
  

 

 

   

 

 

 

Net cash used for investing activities

     (232,446     (273,830
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Bank and commercial paper borrowings (repayments) net

     —          (68,625

Other debt borrowings

     1,106        984   

Other debt repayments

     (1,423     (2,165

Proceeds from common stock reissued from treasury for share-based compensation awards

     36,221        31,216   

Treasury stock purchases

     (2,139     (133,370

Dividends paid

     (158,242     (153,790

Excess tax benefits from share-based compensation arrangements

     8        4   
  

 

 

   

 

 

 

Net cash used for financing activities

     (124,469     (325,746
  

 

 

   

 

 

 

Effect of exchange rates on cash

     3,262        (11,431
  

 

 

   

 

 

 

Net (decrease) in cash and cash equivalents

     (140,452     (355,664

Cash and cash equivalents at beginning of period

     688,867        639,765   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 548,415      $ 284,101   
  

 

 

   

 

 

 

Supplemental disclosures of cash flow information:

    

Cash paid during the period for:

    

Interest

   $ 54,107      $ 52,765   

Income taxes

     55,939        21,913   

 

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Sysco Corporation and its Consolidated Subsidiaries

COMPARATIVE SEGMENT DATA (Unaudited)

(In Thousands)

 

     13-Week Period Ended  
     Sept. 29, 2012     Oct. 1, 2011  

Sales:

    

Broadline

   $ 9,057,664      $ 8,658,521   

SYGMA

     1,420,755        1,384,469   

Other

     660,601        588,561   

Intersegment

     (52,104     (45,161
  

 

 

   

 

 

 

Total

   $ 11,086,916      $ 10,586,390   
  

 

 

   

 

 

 

Comparative Supplemental Statistical Information Related to Sales (Unaudited)

Comparative Sysco Brand Sales and Marketing Associate-Served Sales data are summarized below.

 

    13-Week Period Ended  
    Sept. 29, 2012     Oct. 1, 2011  

Sysco Brand Sales as a % of MA-Served Sales

    46.91     45.92

Sysco Brand Sales as a % of Broadline Sales

    36.25     35.96

MA-Served Sales as a % of Broadline Sales

    44.57     44.84

Data excludes U.S. Meat operations

 

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7


Sysco Corporation and its Consolidated Subsidiaries

Non-GAAP Reconciliation (Unaudited)

Impact of Certain Items and Underlying Business

(In Thousands, Except for Share and Per Share Data)

Sysco’s results of operations are impacted by certain items which include charges from the withdrawal from multiemployer pension plans, severance charges and charges from facility closures. Management believes that adjusting its operating expenses, operating income, net earnings and diluted earnings per share to remove these certain items provides an important perspective with respect to our results and provides meaningful supplemental information to both management and investors that removes these items which are difficult to predict and are often unanticipated, and which, as a result are difficult to include in analyst's financial models and our investors' expectations with any degree of specificity. Sysco believes the adjusted totals facilitate comparison on a year-over year basis.

Sysco’s results of operations are further impacted by costs from our multi-year Business Transformation Project. Management believes that further adjusting its operating expenses, operating income, net earnings and diluted earnings per share to remove the impact of the Business Transformation Project expenses provides an important perspective with respect to underlying business trends and results and provides meaningful supplemental information to both management and investors that is indicative of the performance of the company’s underlying operations and facilitates comparison on a year-over year basis.

The company uses these non-GAAP measures when evaluating its financial results as well as for internal planning and forecasting purposes. These financial measures should not be used as a substitute in assessing the company’s results of operations for the periods presented. An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP. As a result, in the tables that follow, each period presented is adjusted to remove the certain items noted above. Each period has been further adjusted to remove expenses related to the Business Transformation Project.

 

     13-Week
Period Ended
Sept. 29, 2012
    13-Week
Period Ended
Oct. 1, 2011
    13-Week
Period Change
in Dollars
    13-Week
Period
% Change
 

Operating expenses (GAAP)

   $ 1,524,762      $ 1,438,260      $ 86,502        6.0

Impact of MEPP charge

     —          (4,500     4,500        NM   

Impact of severance charges

     (6,077     (1,029     (5,048     NM   

Impact of charges from facility closures

     (388     —          (388     NM   
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted operating expenses for certain items (Non-GAAP)

   $ 1,518,297      $ 1,432,731      $ 85,566        6.0

Impact of Business Transformation Project costs

     (77,682     (37,005     (40,677     109.9   
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted operating expenses—underlying business (Non-GAAP)

   $ 1,440,615      $ 1,395,726      $ 44,889        3.2

Operating Income (GAAP)

   $ 478,782      $ 509,340      $ (30,558     -6.0

Impact of MEPP charge

     —          4,500        (4,500     NM   

Impact of severance charges

     6,077        1,029        5,048        NM   

Impact of charges from facility closures

     388        —          388        NM   
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted operating income for certain items (Non-GAAP)

   $ 485,247      $ 514,869      $ (29,622     -5.8

Impact of Business Transformation Project costs

     77,682        37,005        40,677        109.9   
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted operating income—underlying business (Non-GAAP)

   $ 562,929      $ 551,874      $ 11,055        2.0

Net earnings (GAAP)

   $ 286,598      $ 302,653      $ (16,055     -5.3

Impact of MEPP charge (net of tax) (1)

     —          2,840        (2,840     NM   

Impact of severance charges (net of tax) (1)

     3,867        649        3,218        NM   

Impact of charges from facility closures (net of tax) (1)

     247        —          247     
  

 

 

   

 

 

   

 

 

   

Adjusted net earnings for certain items (Non-GAAP)

   $ 290,712      $ 306,142      $ (15,430     -5.0

Impact of Business Transformation Project costs (net of tax) (1)

     49,429        23,350        26,079        111.7   
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net earnings—underlying business (Non-GAAP)

   $ 340,141      $ 329,492      $ 10,649        3.2

Diluted earnings per share (GAAP)

   $ 0.49      $ 0.51      $ (0.02     -3.9

Impact of MEPP charge

     —          0.01        (0.01     NM   

Impact of severance charges

     0.01        —          0.01        NM   

Impact of charges from facility closures

     —          —          —          NM   
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted diluted EPS for certain items (Non-GAAP) (2)

   $ 0.49      $ 0.52      $ (0.03     -3.8

Impact of Business Transformation Project costs

     0.08        0.04        0.04        100.0   
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted diluted EPS—underlying business (Non-GAAP) (2)

   $ 0.58      $ 0.56      $ 0.02        3.6

Diluted shares outstanding

     589,838,819        593,449,101       

 

(1) 

Tax impact of adjustments for MEPP charge, severance charges, charges from facility closures and Business Transformation expenses was $30,604 and $15,695 for the 13-week periods ended September 29, 2012 and October 1, 2011, respectively.

(2) 

Individual components of diluted earnings per share may not add to the total presented due to rounding. Total diluted earnings per share is calculated using adjusted net earnings for certain items and adjusted net earnings—underlying business, both divided by diluted shares outstanding.

NM represents that the percentage change is not meaningful

 

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8


Sysco Corporation and its Consolidated Subsidiaries

Non-GAAP Reconciliation (Unaudited)

Free Cash Flow

(In Thousands)

Free cash flow represents net cash provided from operating activities less purchases of plant and equipment. Sysco considers free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business after the purchases of buildings, fleet, equipment and technology, which may potentially be used to pay for, among other things, strategic uses of cash including dividend payments, share repurchases and acquisitions. We do not mean to imply that free cash flow is necessarily available for discretionary expenditures, however, as it may be neccessary that we use it to make mandatory debt service or other payments. Free cash flow should not be used as a substitute in assessing the company’s liquidity for the periods presented. An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP. In the table that follows, free cash flow for each period presented is reconciled to net cash provided by operating activities.

 

     13-Week
Period Ended
Sept. 29, 2012
    13-Week
Period Ended
Oct. 1, 2011
    13-Week
Period Change
in Dollars
    13-Week
Period
% Change
 

Net cash provided by operating activities (GAAP)

   $ 213,201      $ 255,343      $ (42,142     -16.5

Additions to plant and equipment

     (155,673     (226,547     70,874        -31.3   
  

 

 

   

 

 

   

 

 

   

 

 

 

Free Cash Flow (Non-GAAP)

   $ 57,528      $ 28,796      $ 28,732        99.8

 

9