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8-K - 8-K - AdvancePierre Foods Holdings, Inc.a16-16144_18k.htm

Exhibit 99.1

 

 

 

AdvancePierre Foods Reports Second Quarter 2016 Financial Results

 

Second Quarter Adjusted EBITDA of $71 million; Net Income of $64 million; Adjusted Net Income of $25 million

 

Expects full year Adjusted EBITDA of $285 to $290 million; expects $0.14 per share quarterly dividend

 

Cincinnati, OH – August 10, 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 second quarter and year-to-date period ended July 2, 2016.

 

Second Quarter Highlights

 

·                Second quarter GAAP net income of $64.1 million, or $0.96 per diluted share, and adjusted  net income1 of $24.7 million, or $0.37 per diluted share

 

·                Second quarter net sales of $370.7 million and volume growth in AdvancePierre’s three core segments of 3.2%

 

·                Second quarter Adjusted EBITDA1 of $71.2 million

 

·                Reduction of net leverage to 4.5 times trailing twelve month Adjusted EBITDA and to 3.7 times pro forma for IPO

 

Year-to-Date Highlights

 

·                Year-to-date GAAP net income of $80.7 million, or $1.21 per diluted share, and adjusted  net income1 of $47.7 million, or $0.71 per diluted share

 

·                Year-to-date net sales of $765.2 million and core volume growth of 2.4%

 

·                Year-to-date Adjusted EBITDA1 of $140.0 million

 

·                Year-to-date cash flow from operating activities of $57.6 million

 

·                Reduction of net leverage to 4.5 times trailing twelve month Adjusted EBITDA and to 3.7 times pro forma for IPO

 


Full Year 2016 Outlook

 

·                Net sales in the range of $1.54 billion to $1.59 billion, including core segment volume growth of 2.0-2.5%

 

·                Adjusted EBITDA in the range of $285 million to $290 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 third quarter, subject to declaration by the board of directors

 

“As expected, we delivered strong financial performance in the second quarter, which reflected solid organic growth in our core business segments, continued realization of cost savings from execution of APF Way productivity initiatives and sequential margin expansion,” said AdvancePierre President and Chief Executive Officer John Simons.  “We expect continued solid performance in the second half, and to demonstrate our confidence we are pleased to share an outlook for full year operating results that anticipates significant year-over-year growth.  With our strong current margin profile, as well as our balance sheet position and excellent operating cash flow conversion, we are committed to making investments in our core business to continue improving our portfolio mix, and additional accretive acquisitions to accelerate our future growth in the second half of the year and beyond.”

 

1 See “About Non-GAAP Financial Measures and Items Affecting Comparability” below

 



 

Financial Results for the Second Quarter

 

Net sales for the second quarter of 2016 were $370.7 million compared to $391.9 million for the second 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 $13.2 million, and to strategic price and trade spending investments to reflect lower raw material costs, which reduced net sales by $16.3 million.  Excluding the impact of Industrial segment volume, volume and mix in the Company’s three core segments, including sales volume growth of 3.2%, increased net sales by $8.3 million.

 

Gross profit for the second quarter of 2016 increased by $17.1 million to $100.9 million, or 27.2% of net sales compared to $83.8 million, or 21.4% of net sales, for the second quarter of 2015, reflecting an increase of 580 basis points of margin.  Gross profit increased primarily due to productivity improvements, positive price realization net of raw material cost movements, and contributions from volume, partially offset by other increases in costs of goods sold.

 

Selling, general and administrative expenses for the second quarter of 2016 were $55.0 million, or 14.8% of net sales, compared to $50.2 million, or 12.8% of net sales for the second quarter of 2015.  The increase was primarily due to increased marketing and R&D investments and employee compensation expenses (including non-cash stock compensation), partially offset by lower sponsor management fees and expenses.

 

Interest expense for the second quarter of 2016 was $38.0 million, an increase of $11.8 million compared to $26.2 million for the second quarter of 2015.  This increase was a result of the $15.3 million of charges related to the refinancing of the Company’s credit facilities in June 2016 including write-off of deferred loan fees and original issue discounts, payments of loan origination fees, and prepayment penalties, partially offset by the benefit of lower rates on the refinanced debt and lower average borrowings.

 

Income tax benefit was $57.8 million for the second quarter of 2016, as compared to an income tax provision of $0.6 million for the second quarter of 2015.  Based on an assessment of the realizability of the Company’s deferred tax assets, management determined that a full valuation allowance should no longer be recorded against the deferred tax assets.  As a result, the Company reversed $56.5 million of the existing valuation allowance during the second quarter of 2016 representing a decrease to income tax expense during the period.

 

AdvancePierre’s reported GAAP net income was $64.1 million, or $0.96 per diluted share, for the second quarter of 2016, as compared to reported net income of $2.3 million, or $0.03 per diluted share, for the second quarter of 2015.  Adjusted net income for the second quarter of 2016 was $24.7 million, or $0.37 per diluted share.  Adjusted net income for the second quarter of 2015 was $11.5 million, or $0.17 per adjusted diluted share.

 

For the second quarter of 2016, Adjusted EBITDA increased 16.3% to $71.2 million from $61.2 million for the second quarter of 2015.

 

Financial Results for the First Half

 

Net sales for the first half of 2016 were $765.2 million compared to $818.4 million for the first half of 2015.  The decline was primarily attributable to elimination of lower margin business in the Company’s Industrial segment, which reduced net sales by $32.5 million, and strategic price and trade spending investments to reflect lower raw material costs, which reduced net sales by $25.4 million. Excluding the impact of Industrial segment volume, volume and mix in the Company’s three core segments, including sales volume growth of 2.4%, increased net sales by $4.7 million.

 

Gross profit for the first half of 2016 increased by $30.1 million to $201.1 million, or 26.3% of net sales compared to $171.0 million, or 20.9% of net sales, for the first half of 2015, reflecting an increase of 540 basis points of margin.  Gross profit increased primarily due to productivity improvements, positive price realization net of raw material cost movements, and contributions from volume, partially offset by other increases in costs of goods sold.

 



 

Selling, general and administrative expenses for the first half of 2016 were $109.4 million, or 14.3% of net sales, compared to $96.4 million, or 11.8% of net sales for the first half of 2015.  The increase was primarily due to increased marketing and R&D investments and employee compensation expenses (including non-cash stock compensation), partially offset by lower sponsor management fees and expenses.

 

Interest expense for the first half of 2016 was $63.8 million, an increase of $11.1 million compared to $52.7 million for the first half of 2015.  This increase was a result of the $15.3 million of charges related to the refinancing of the Company’s credit facilities in June 2016 including write-off of deferred loan fees and original issue discounts, payments of loan origination fees, and prepayment penalties, partially offset by the benefit of lower rates on the refinanced debt and lower average borrowings.

 

Income tax benefit was $56.3 million for the first half of 2016, as compared to an income tax provision of $3.1 million for the first half of 2015.  Based on an assessment of the realizability of the Company’s deferred tax assets, management determined that a full valuation allowance should no longer be recorded against the deferred tax assets.  As a result, the Company reversed $56.5 million of the existing valuation allowance during the second quarter of 2016 representing a decrease to income tax expense during the period.

 

AdvancePierre’s reported net income under GAAP was $80.7 million, or $1.21 per diluted share, for the first half of 2016, as compared to reported net income of $12.8 million, or $0.19 per diluted share, for the first half of 2015.  Adjusted net income for the first half of 2016 was $47.7 million, or $0.71 per diluted share.  Adjusted net income for the first half of 2015 was $29.4 million, or $0.44 per adjusted diluted share.

 

For the first half of 2016, Adjusted EBITDA increased 13.9% to $140.0 million from $122.9 million for the first half of 2015.

 

Outlook

 

For full year 2016, AdvancePierre expects net sales in the range of $1.54 billion to $1.59 billion, including volume growth of 2.0-2.5% in AdvancePierre’s three core segments.  The Company expects Adjusted EBITDA in the range of $285 million to $290 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 and Items Affecting Comparability” below.

 

About Non-GAAP Financial Measures and Items Affecting Comparability

 

“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, and public filing expenses)  “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 its 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 second quarter and first half of 2016 and 2015, along with the components of EBITDA and Adjusted EBITDA.  Also included below are reconciliations of adjusted net income and adjusted diluted net income per share to net income and net income per share for the second quarter and first half of 2016 and 2015.

 

Conference Call

 

A conference call will be webcast on Wednesday, August 10, 2016 at 8:30 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 Second Quarter Earnings Call or the conference ID: 57976403. 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 Foods

 

AdvancePierre Foods Holdings, Inc. (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 Foods.

 



 

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

 

ir@advancepierre.com

 

Media

 

Vehr Communications

 

Laura Phillips, 513-381-8347

 

lphillips@vehrcommunications.com

 



 

AdvancePierre Foods Holdings, Inc.

Condensed Consolidated Statements of Operations

(In thousands, except share and per share amounts)

 

 

 

Second Quarter Ended

 

First Half Ended

 

 

 

July 2,

 

July 4,

 

July 2,

 

July 4,

 

 

 

2016

 

2015

 

2016

 

2015

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$370,687

 

$391,878

 

$765,182

 

$818,387

 

Cost of goods sold

 

248,562

 

284,363

 

519,048

 

598,421

 

Distribution expenses

 

21,190

 

23,137

 

45,008

 

48,140

 

Restructuring expenses

 

-

 

564

 

-

 

858

 

Gross profit

 

100,935

 

83,814

 

201,126

 

170,968

 

Selling, general and administrative expenses

 

54,982

 

50,225

 

109,366

 

96,447

 

Restructuring expenses

 

108

 

522

 

120

 

1,155

 

Other expense, net

 

1,490

 

4,044

 

3,475

 

4,805

 

Operating income

 

44,355

 

29,023

 

88,165

 

68,561

 

Interest expense:

 

 

 

 

 

 

 

 

 

Cash interest

 

20,685

 

23,686

 

43,905

 

47,693

 

Refinancing charges

 

15,274

 

-

 

15,274

 

-

 

Amortization and write-off of loan origination fees and original issue discount

 

2,024

 

2,524

 

4,611

 

5,027

 

Income before income tax provision

 

6,372

 

2,813

 

24,375

 

15,841

 

Income tax (benefit) provision

 

(57,762)

 

555

 

(56,323)

 

3,054

 

Net income

 

$64,134

 

$2,258

 

$80,698

 

$12,787

 

 

 

 

 

 

 

 

 

 

 

Net income per common share

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding—basic

 

65,836,860

 

65,269,159

 

65,931,070

 

65,207,105

 

Net income per common share—basic

 

$0.97

 

$0.03

 

$1.22

 

$0.20

 

Weighted average common shares outstanding—diluted

 

66,837,810

 

66,617,909

 

66,920,820

 

66,527,039

 

Net income per common share—diluted

 

$0.96

 

$0.03

 

$1.21

 

$0.19

 

 



 

AdvancePierre Foods Holdings, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share amounts)

 

 

 

July 2,

 

January 2,

 

 

2016

 

2016

Assets

 

 

 

 

Current Assets:

 

 

 

 

Cash and cash equivalents

 

$68,006

 

$4,505

Accounts receivable, net of allowances of $36 and $15 at July 2, 2016 and January 2, 2016, respectively

 

82,728

 

82,618

Inventories

 

178,635

 

183,536

Donated food value of USDA commodity inventory

 

26,641

 

31,590

Prepaid expenses and other current assets

 

9,538

 

11,201

Total current assets

 

365,548

 

313,450

Property, plant and equipment, net

 

238,173

 

237,922

Other Assets:

 

 

 

 

Goodwill

 

299,708

 

299,708

Other intangibles, net

 

226,610

 

242,110

Deferred tax asset

 

14,260

 

-

Other

 

5,060

 

2,969

Total other assets

 

545,638

 

544,787

Total assets

 

$1,149,359

 

$1,096,159

 

 

 

 

 

Liabilities and Shareholders’ Deficit

 

 

 

 

Current Liabilities:

 

 

 

 

Current maturities of long-term debt

 

$13,482

 

$24,721

Trade accounts payable

 

56,373

 

43,896

Accrued payroll and payroll taxes

 

21,008

 

24,235

Accrued interest

 

519

 

20,028

Accrued advertising and promotion

 

31,632

 

25,289

Accrued obligations under USDA commodity program

 

23,399

 

30,541

Other accrued liabilities

 

38,642

 

37,548

Total current liabilities

 

185,055

 

206,258

Long-term debt:

 

 

 

 

Long-term debt, net of current maturities

 

1,217,099

 

1,202,065

Related party debt

 

48,673

 

31,772

 

 

1,265,772

 

1,233,837

Deferred tax liability

 

-

 

42,750

Other long-term liabilities

 

34,262

 

40,541

Total liabilities

 

1,485,089

 

1,523,386

Commitments and contingencies

 

 

 

 

Stockholders’ Deficit:

 

 

 

 

Common stock—$0.01 par value, 500,000,000 shares authorized, 65,841,286 and 66,057,768 issued and outstanding at July 2, 2016 and January 2, 2016, respectively

 

657

 

651

Additional paid-in capital

 

11,353

 

3,549

Stockholder notes receivable

 

(895)

 

(3,884)

Accumulated deficit

 

(346,845)

 

(427,543)

Total stockholders’ deficit

 

(335,730)

 

(427,227)

Total liabilities and stockholders’ deficit

 

$1,149,359

 

$1,096,159

 



 

AdvancePierre Foods Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

 

 

 

First Half Ended

 

 

July 2,

 

July 4,

 

 

2016

 

2015

Cash flows from operating activities

 

 

 

 

Net income

 

$

80,698

 

$

12,787

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

 

 

 

 

Depreciation and amortization charges

 

31,778

 

30,512

Amortization write-off of loan origination fees and original issue discount

 

6,772

 

5,027

Prepayment premium on term loans

 

(2,518)

 

-

Write-off of original issue discount - prior term loans

 

(14,230)

 

-

Deferred income tax (benefit) provision

 

(57,010)

 

2,546

Stock-based compensation expense

 

11,853

 

7,218

Changes in operating assets and liabilities (excluding amounts from acquisitions)

 

144

 

(14,101)

Other

 

126

 

111

Net cash provided by operating activities

 

57,613

 

44,100

Cash flows used in investing activities

 

 

 

 

Purchases of property, plant and equipment

 

(17,052)

 

(17,633)

Net cash used in acquisitions

 

-

 

(72,483)

Proceeds from sale of property, plant and equipment

 

2

 

12

Net cash used in investing activities

 

(17,050)

 

(90,104)

Cash flows used in financing activities

 

 

 

 

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

 

1,293,500

 

-

Repayments of term loans and capital leases

 

(1,259,899)

 

(6,886)

Borrowings on revolving line of credit, net

 

183

 

55,051

Repayments of other long-term liabilities

 

(7,222)

 

-

Loan origination fees

 

(3,553)

 

-

Other, net

 

(71)

 

(140)

Net cash provided by financing activities

 

22,938

 

48,025

Net increase in cash and cash equivalents

 

63,501

 

2,021

Cash and cash equivalents, beginning of period

 

4,505

 

97

Cash and cash equivalents, end of period

 

$

68,006

 

$

2,118

 

 

 

 

 

Supplemental Cash Flow Information:

 

 

 

 

Cash paid during the period for:

 

 

 

 

Interest, net

 

$

63,147

 

$

47,584

Income taxes paid, net

 

1,072

 

1,422

Significant non-cash transactions:

 

 

 

 

Accounts payable for construction in progress

 

1,467

 

1,001

Other

 

1,347

 

-

 



 

AdvancePierre Foods Holdings, Inc.

Reconciliation of EBITDA and Adjusted EBITDA to Net Income

(In thousands)

 

 

 

Second Quarter Ended

 

First Half Ended

 

 

July 2,

 

July 4,

 

July 2,

 

July 4,

 

 

2016

 

2015

 

2016

 

2015

 

 

 

 

 

 

 

 

 

Net income

 

$64,134

 

$2,258

 

$80,698

 

$12,787

Interest expense

 

37,983

 

26,210

 

63,790

 

52,720

Income tax (benefit) provision

 

(57,762)

 

555

 

(56,323)

 

3,054

Depreciation and amortization expense

 

15,970

 

16,259

 

31,778

 

30,512

EBITDA

 

60,325

 

45,282

 

119,943

 

99,073

Restructuring expenses (a)

 

108

 

1,086

 

120

 

2,012

Non-cash stock based compensation expense (b)

 

9,114

 

6,666

 

11,853

 

7,218

Sponsor fees and expenses (c)

 

840

 

4,221

 

5,042

 

9,435

Merger and acquisition expenses and public filing expenses (d)

 

1,417

 

3,697

 

3,346

 

4,411

Other

 

(598)

 

254

 

(272)

 

742

Adjusted EBITDA

 

$71,206

 

$61,206

 

$140,032

 

$122,891

 

(a) Represents costs associated with reorganization and restructuring activities, business acquisitions, integration of acquired businesses and the implementation of the APF Way. Restructuring expenses primarily relate to costs associated with the restructure of the management team and consolidation of business unit operations in fiscal 2014.

(b) Represents employee stock grants and other stock-based compensation, which we expense over the vesting period, based on the fair value of the award on the date of the grant or any subsequent modification date.

(c) Represents quarterly management fees and expense reimbursements paid to affiliates of Oaktree and certain of our other existing stockholders.

(d) Merger and acquisition expenses relate to the acquisitions of Landshire and Better Bakery, and costs associated with other unconsummated transactions during fiscal 2015.

 



 

AdvancePierre Foods Holdings, Inc.

Reconciliation of Adjusted Net Income to Net Income

(In thousands, except share and per share amounts)

 

 

 

Second Quarter Ended

 

First Half Ended

 

 

July 2,

 

July 4,

 

July 2,

 

July 4,

 

 

2016

 

2015

 

2016

 

2015

 

 

 

 

 

 

 

 

 

Reported net income

 

$64,134

 

$2,258

 

$80,698

 

$12,787

Reversal of deferred tax asset valuation allowance (a)

 

(56,496)

 

-

 

(56,496)

 

-

Charges related to refinancing of credit facilities (b)

 

15,274

 

-

 

15,274

 

-

Restructuring expenses (c)

 

108

 

1,086

 

120

 

2,012

Sponsor fees and expenses (d)

 

840

 

4,221

 

5,042

 

9,435

Merger and acquisition expenses and public filing expenses (e)

 

1,417

 

3,697

 

3,346

 

4,411

Other

 

(598)

 

254

 

(272)

 

742

Adjusted net income

 

$24,679

 

$11,516

 

$47,712

 

$29,387

Adjusted diluted net income per share

 

$0.37

 

$0.17

 

$0.71

 

$0.44

 

(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 including write-off of deferred loan fees and original issue discounts, payments of loan origination fees, and prepayment penalties

(c) Represents costs associated with reorganization and restructuring activities, business acquisitions, integration of acquired businesses and the implementation of the APF Way. Restructuring expenses primarily relate to costs associated with the restructure of the management team and consolidation of business unit operations in fiscal 2014.

(d) Represents quarterly management fees and expense reimbursements paid to affiliates of Oaktree and certain of our other existing stockholders.

(e) Merger and acquisition expenses relate to the acquisitions of Landshire and Better Bakery, and costs associated with other unconsummated transactions during fiscal 2015.