- Q4 2012 Pro Forma Adjusted Diluted Earnings per Share Increases 34%
to $0.18; Full Year up 31% to $0.60
- Full Year 2013 Guidance of Mid-Teens Pro Forma Adjusted Operating
Income Growth
- Full Year 2013 Guidance of $0.68 to $0.72 Pro Forma Adjusted
Diluted Earnings per Share
- Q1 2013 Guidance of $0.14 to $0.16 Pro Forma Adjusted Diluted
Earnings per Share
- Dean Foods Affirms Plans to Spin-Off The WhiteWave Foods Company in
May 2013
DALLAS -- (Business Wire)
The WhiteWave Foods Company (the “Company”)
(NYSE: WWAV) today reported strong results for the fourth quarter and
full year ended December 31, 2012, driven by growth across all of the
Company’s product categories.
|
|
| |
|
|
| |
Financial Summary: | | | Three Months Ended December 31, | | | | Full Year Ended December 31, |
In millions, except percentages and EPS | | | 2012 |
|
| 2011 |
|
| % Change | | | | 2012 |
|
| 2011 |
|
| % Change |
Total Net Sales | | | | | | | | | | | | | | | | | | | |
GAAP
| | |
$608
| | |
$542
| | |
12%
| | | |
$2,289
| | |
$2,026
| | |
13%
|
Pro Forma Adjusted
| | |
$609
| | |
$543
| | |
12%
| | | |
$2,306
| | |
$2,044
| | |
13%
|
| | | | | | | | | | | | | | | | | | |
|
Operating Income | | | | | | | | | | | | | | | | | | | |
GAAP
| | |
$46
| | |
$49
| | |
(6%)
| | | |
$180
| | |
$176
| | |
3%
|
Pro Forma Adjusted
| | |
$48
| | |
$41
| | |
17%
| | | |
$173
| | |
$142
| | |
22%
|
| | | | | | | | | | | | | | | | | | |
|
Income from Continuing Operations | | | | | | | | | | | | | | | | | | | |
GAAP
| | |
$29
| | |
$31
| | |
(8%)
| | | |
$113
| | |
$114
| | |
(2%)
|
Pro Forma Adjusted
| | |
$31
| | |
$23
| | |
34%
| | | |
$104
| | |
$80
| | |
31%
|
| | | | | | | | | | | | | | | | | | |
|
Diluted Earnings per Share (EPS) | | | | | | | | | | | | | | | | | | | |
GAAP
| | |
$0.17
| | |
$0.21
| | |
(16%)
| | | |
$0.73
| | |
$0.76
| | |
(4%)
|
Pro Forma Adjusted
| | |
$0.18
| | |
$0.13
| | |
34%
| | | |
$0.60
| | |
$0.46
| | |
31%
|
| | | | | | | | | | | | | | | | | | |
|
Diluted Shares Outstanding | | | | | | | | | | | | | | | | | | | |
GAAP
| | |
165
| | |
150
| | | | | | |
154
| | |
150
| | | |
Pro Forma Adjusted
| | |
173
| | |
173
| | | | | | |
173
| | |
173
| | | |
| | | | | | | | | | | | | | | | | | |
|
The Company reported fourth quarter 2012 pro forma adjusted diluted
earnings per share of $0.18, a 34 percent increase compared to fourth
quarter 2011 pro forma adjusted diluted earnings of $0.13 per share. For
full year 2012, the Company reported pro forma adjusted diluted earnings
per share of $0.60, representing a 31 percent increase compared to full
year 2011 pro forma adjusted diluted earnings per share of $0.46.
Pro forma adjusted net sales for the fourth quarter of 2012 increased 12
percent to $609 million, compared to $543 million in the fourth quarter
of 2011. Pro forma adjusted net sales for the full year 2012 increased
13 percent to approximately $2.3 billion from $2.0 billion for the full
year 2011. This growth has been primarily volume driven and continues to
be led by the Company’s North America Plant-Based Foods & Beverages and
Coffee Creamer & Beverages platforms.
Consolidated segment pro forma adjusted operating income for the fourth
quarter of 2012 totaled $61 million, compared to $54 million in the
fourth quarter of 2011, representing an increase of 13 percent. For the
full year 2012, consolidated segment pro forma adjusted operating income
increased 16 percent to $228 million, compared to full year 2011
consolidated segment pro forma adjusted operating income of $197
million. These segment operating results were softened somewhat by
significant year over year increases in marketing expenditures, and
increases in distribution and warehousing costs due to capacity
constraints as a result of the Company’s rapid volume growth.
After pro forma corporate costs, the Company reported pro forma adjusted
total operating income of $48 million for the fourth quarter of 2012, a
17 percent increase from $41 million in the fourth quarter of 2011. For
the full year 2012, pro forma adjusted total operating income increased
22 percent to $173 million from $142 million for full year 2011.
“Our strong top and bottom line growth in the fourth quarter and
throughout 2012 is a testament to the power of our leading brands and
their positioning in the sweet spot of some of today’s fastest-growing
product categories. We are at the heart of a broad and sustained
movement towards nutritious, flavorful, convenient and responsibly
produced food and beverages,” said Gregg Engles, Chairman and Chief
Executive Officer. “Looking ahead to 2013, we are focused on growth and
continuing to strengthen our brands, introduce new product offerings,
expand our manufacturing capabilities, and drive cost savings across our
business. We are confident that executing on these strategic initiatives
– with the strong foundation we have in place – will ensure WhiteWave’s
continued success and growth throughout the year and well into the
future.”
NORTH AMERICA SEGMENT
The Company’s North America segment is comprised of Plant-based Foods
and Beverages, Premium Dairy, and Coffee Creamers and Beverages
categories. In the fourth quarter of 2012, pro forma adjusted net sales
for the North America segment were $514 million, an increase of 13
percent over the fourth quarter 2011. For the full year 2012, pro forma
adjusted net sales for the North America segment were $1.9 billion, an
increase of 16 percent over full year 2011. Pro forma adjusted operating
income for the North America segment increased 13 percent to $54 million
for the fourth quarter, and 20 percent to $204 million for the full year
2012, compared to the same periods in 2011.
In the North America Plant-based Foods and Beverages platform, which
includes Silk® Soymilk, Silk PureAlmond® and Silk PureCoconut®, pro
forma adjusted net sales increased in the high-teens on a percentage
basis in the fourth quarter of 2012 compared to the fourth quarter of
2011, driven primarily by continued strong growth of Silk PureAlmond®.
For the full year 2012, pro forma adjusted net sales in this platform
increased more than 20 percent, compared to 2011.
The overall Plant-based Foods and Beverages category remained strong
with over 20 percent category growth for all of 2012, and WhiteWave’s
Silk® brand continued to hold the #1 position. Building on the Silk®
brand strength, the Company is also introducing Silk Iced Latte®, a
non-dairy iced coffee option and Silk Fruity & Creamy® non-dairy
yogurts, in addition to focusing on continued growth of core products.
In Premium Dairy, which includes Horizon Organic® branded dairy
products, pro forma adjusted net sales increased in the mid-teens on a
percentage basis in the fourth quarter of 2012 compared to the fourth
quarter of 2011. While this platform benefited from a favorable
comparison to the prior year period due to the lapping of supply
constraints, the performance also reflects the strength of the
underlying Horizon Organic® brand, as well as positive results from
value-added offerings, such as Horizon Organic® single-serve and DHA
Omega-3 products. For the full year 2012, pro forma adjusted net sales
in Premium Dairy increased in the high-single digits on a percentage
basis, compared to 2011.
The Company is expanding its Premium Dairy platform with the launch of
new TruMoo® branded flavored milks in shelf-stable single-serve
packaging that provides a convenient, healthy and affordable offering
for families on the go. TruMoo®, a brand which the Company has licensed
from Dean Foods, is a flavored milk line that is lower in sugar than
traditional flavored milks and contains no high fructose corn syrup.
In Coffee Creamers and Beverages, which includes coffee creamers under
the International Delight® and LAND O LAKES® brands as well as
International Delight Iced Coffee®, pro forma adjusted net sales
increased in the mid-teens on a percentage basis in the fourth quarter
of 2012 compared to the fourth quarter of 2011. For full year 2012, pro
forma adjusted net sales in this platform increased in the high-teens on
a percentage basis compared to 2011.
The overall flavored creamer category, which continues to benefit from
increased coffee consumption and related whitening trends, showed
continued strength with approximately 12 percent growth in 2012. The
Company plans to continue to build on its Coffee Creamers and Beverages
platform with the planned expansion of its International Delight Iced
Coffee® product line with a new “lights-line” with only 100 calories, as
well as a single-serve four pack that will offer on-the-go convenience
to this category.
EUROPE SEGMENT
The Company’s Europe segment is comprised of its European Plant-based
Foods and Beverages platform which operates primarily under the Alpro®
name. On a constant currency basis, net sales in the segment increased
in the high-single digits on a percentage basis in the fourth quarter of
2012 compared to the fourth quarter of 2011. Net sales for this segment
for full year 2012 increased on a constant currency basis in the
mid-single digits on a percentage basis compared to 2011. Operating
income for the segment increased 16 percent to $7 million for the fourth
quarter of 2012 compared to the fourth quarter of 2011, as a result of
volume growth and aided by foreign currency translation. For the full
year 2012 operating income for the segment decreased 12 percent to $24
million compared to 2011, primarily driven by foreign currency
translation. This platform delivered mid-single digit volume growth in
the fourth quarter, driven by the strength of its core drinks, including
Almond and Hazelnut beverages launched earlier in 2012, and its soy
yogurt offerings. The Company plans to introduce several line
extensions, including unsweetened and chocolate almond beverages, as
well as an improved rice milk line in 2013.
OTHER ITEMS
Pro forma adjusted corporate costs totaled $13 million for the fourth
quarter 2012 and $55 million for the full year 2012. Full year 2012
capital expenditures totaled $104 million, compared to $127 million for
2011.
FORWARD OUTLOOK
Building on its strong fourth quarter and full year 2012 results, the
Company expects continued momentum in 2013. On a percentage basis,
management anticipates pro forma adjusted net sales growth in the
high-single digits for both first quarter and full year 2013. The
Company anticipates that volume growth across its segments and platforms
will be the primary driver of its top line growth, due to the continued
growth of its existing products and augmented by a pipeline of new
products it will be introducing to the marketplace in 2013.
The Company estimates approximately $55 million in pro forma stand-alone
corporate cost in 2013, with approximately $16 million to $17 million
occurring in the first quarter and approximately $13 million per quarter
over the balance of the year.
As a result of anticipated higher distribution and warehousing costs due
to capacity constraints over the first half of the year, the Company
expects pro forma adjusted total operating income percentage growth to
be in the high-single digits for the first quarter 2013, increasing to
the mid-teens for the full year as production capacity is added and
other cost reductions are implemented during the year.
Due to strong historical growth and volume growth forecasted, management
anticipates a continued burden on internal production capacity, as well
as its distribution and warehousing network and therefore, is increasing
its estimate of annual capital expenditures to a range of $150 million
to $160 million for 2013, from a prior estimate of approximately $125
million.
“We believe that this increase is necessary for us to continue to meet
the demand of our growth categories, optimize our overall landed costs
and enable us to maintain our high levels of customer service,” said
Kelly Haecker, Chief Financial Officer. “Further, we believe this higher
spending level will enable us to accelerate certain high-return projects
that will allow us to enhance our future operating margins.”
Management anticipates annual interest expense to be approximately $20
million to $22 million, reflecting $60 million in recent debt reduction
from proceeds received as part of Dean Foods’ divesture of its
Morningstar business. The Company’s estimated tax rate for 2013 is
approximately 33 percent.
The Company expects to deliver pro forma adjusted diluted earnings per
share of between $0.68 and $0.72 for full year 2013. For the first
quarter, management expects pro form adjusted diluted earnings of
between $0.14 to $0.16 per share.
PLANNED SPIN-OFF BY DEAN FOODS IN MAY 2013
Dean Foods has affirmed its intention to effect a tax-free spin-off of
shares of the Company in May, following the April 23, 2013 expiration of
its IPO lock-up period. Dean Foods announced it has received a private
letter ruling from the Internal Revenue Service providing that, subject
to certain conditions, the anticipated spin-off will be tax-free for
U.S. federal income tax purposes. Dean Foods also announced plans to
retain up to 19.9% of the total outstanding WhiteWave shares, or up to
34.4 million shares, with the intention to monetize or distribute the
position in a tax-free manner at a later date.
“We continue to develop the functions and capabilities necessary for us
to operate as a stand-alone company and look forward to the planned
separation from Dean Foods in May,” said Engles.
The spin-off or other disposition is subject to various conditions
including approval by Dean Foods’ Board of Directors, the receipt of any
necessary regulatory or other approvals, the maintenance of the private
letter ruling from the Internal Revenue Service, and the existence of
satisfactory market conditions. There can be no assurance as to when or
whether the proposed spin-off or any other disposition will occur.
CONFERENCE CALL/WEBCAST
A webcast to discuss the Company’s financial results and outlook will be
held on February 13, 2013, at 9:00AM ET and may be heard live by
visiting the “Webcast” section of the Company’s website at
http://www.thewhitewavefoodscompany.com/investor_relations. A slide
presentation will accompany the webcast and a webcast replay will be
available for approximately 45 days following the event within the
Investor Relations section of the Company's website.
BASIS OF PRESENTATION AND NON-GAAP FINANCIAL MEASURES
The financial information in this release relates to certain periods
prior to our initial public offering in October 2012 (the “IPO”) and the
separation of our business from Dean Foods’ other businesses. Prior to
the IPO, the Company had nominal assets and no liabilities, and had
conducted no operations. In connection with the IPO, Dean Foods
contributed the capital stock of its wholly owned subsidiary WWF
Operating Company (“WWF Opco”) to the Company. WWF Opco, which is now a
wholly owned subsidiary of the Company, held substantially all of the
assets and liabilities related to the Company’s current business. Under
U.S. generally accepted accounting principles, the contribution of WWF
Opco to WhiteWave is treated as a reorganization of entities under
common control under Dean Foods. As a result, we have retrospectively
presented our unaudited pro forma adjusted condensed consolidated
financial information of WhiteWave and WWF Opco for all periods
presented.
The historical financial results in this release differ from the results
of the WhiteWave-Alpro segment for the same periods previously reported
by Dean Foods. A reconciliation between the results reported in this
release and the WhiteWave-Alpro segment results reported by Dean Foods
is included in the tables below.
In addition to the results prepared in accordance with U.S. generally
accepted accounting principles (“GAAP”), we have presented certain
non-GAAP financial measures, including pro forma adjusted net sales, pro
forma adjusted income from continuing operations and pro forma adjusted
diluted net income per share. These non-GAAP measures have been
presented on a pro forma adjusted basis as if the Company had operated
on an independent and stand-alone basis in all periods presented in
order to facilitate meaningful evaluation of our operating performance
between periods. These adjustments primarily relate to various
commercial arrangements with Dean Foods in connection with the
separation of the Company’s business from the rest of Dean Foods’
businesses, increased corporate costs to operate as a stand-alone public
company, interest expense, completion of the IPO and the use of proceeds
therefrom, non-recurring transaction costs related to the Company’s IPO
and equity awards to certain of our executive officers, employees and
directors. These adjustments are not necessarily indicative of our
future performance and do not reflect what our actual financial
performance would have been had we been a stand-alone public company
during the periods presented. Further detail regarding these adjustments
is included in the tables below.
ABOUT THE WHITEWAVE FOODS COMPANY
The WhiteWave Foods Company is a leading consumer packaged food and
beverage company that manufactures, markets, distributes, and sells
branded Plant-based Foods and Beverages, Coffee Creamers and Beverages,
and Premium Dairy products throughout North America and Europe. The
Company is focused on providing consumers with innovative, great-tasting
food and beverage choices that meet their increasing desires for
nutritious, flavorful, convenient, and responsibly produced products.
The Company’s widely-recognized, leading brands distributed in North
America include Silk® Plant-based Foods and Beverages, International
Delight® and LAND O LAKES® Coffee Creamers and Beverages, and Horizon
Organic® Premium Dairy products. Its popular European brands of
Plant-based Foods and Beverages include Alpro® and Provamel®.
FORWARD-LOOKING STATEMENTS
Some of the statements in this press release are “forward-looking” and
are made pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995. These “forward-looking” statements
include statements relating to, among other things, projections of net
sales growth, operating income, net income and earnings per share, as
well as expected capital expenditures, interest expense, tax rate and
corporate costs, growth of our business, expected financial performance
and Dean Foods’ intention to effect a spin-off or other disposition of
its ownership interest in us and the timing and form of such spin-off.
These statements involve risks and uncertainties that may cause results
to differ materially from the statements set forth in this press
release. The Company’s ability to meet targeted financial and operating
results, depends on a variety of economic, competitive and governmental
factors, including raw material availability and costs, the demand for
the Company’s products, and the Company’s ability to access capital
under its credit facilities or otherwise, many of which are beyond the
Company’s control and which are described in the Company’s filings with
the Securities and Exchange Commission. The Company’s ability to profit
from its branding initiatives depends on a number of factors, including
consumer acceptance of the Company’s products. The Company cannot
control the timing, manner and completion of the spin-off or other
disposition by Dean Foods of its ownership interest in the Company, and
any spin-off or other disposition by Dean Foods of its remaining
ownership interest in the Company could be subject to various
conditions, including the receipt by Dean Foods of any necessary
regulatory or other approvals, satisfactory market conditions and in the
case of a tax-free spin-off or other tax-free disposition, Dean Foods’
maintenance of the private letter ruling from the Internal Revenue
Service and/or Dean Foods' receipt of an opinion of counsel. The
forward-looking statements in this press release speak only as of the
date of this release. The Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to such
statements to reflect any change in its expectations with regard thereto
or any changes in the events, conditions or circumstances on which any
such statement is based.
The WhiteWave Foods Company |
Consolidated Statements of Operations |
(Unaudited) |
|
| | | |
| | |
| | |
| | |
GAAP
|
| | |
Years Ended December 31,
|
| | |
2012
|
| |
2011
|
| | |
2010
|
|
| | |
(Dollars in Thousands, Except Share and Per Share Data)
|
Net sales
| | |
$
|
2,175,374
| | |
$
|
1,916,830
| | |
$
|
1,713,390
| |
Net sales to related parties
| | | |
109,513
| | | |
108,921
| | | |
107,923
| |
Related party fees
| | |
|
4,551
|
| |
|
-
|
| |
|
-
|
|
Total net sales
| | | |
2,289,438
| | | |
2,025,751
| | | |
1,821,313
| |
Cost of sales
| | |
|
1,485,494
|
| |
|
1,341,310
|
| |
|
1,210,816
|
|
Gross profit
| | | |
803,944
| | | |
684,441
| | | |
610,497
| |
Related party license income
| | | |
36,034
| | | |
42,680
| | | |
39,378
| |
Operating costs and expenses:
| | | | | | | | | | |
Selling and distribution
| | | |
492,130
| | | |
414,724
| | | |
384,512
| |
General and administrative
| | |
|
167,595
|
| |
|
136,703
|
| |
|
139,888
|
|
Total operating costs and expenses
| | |
|
659,725
|
| |
|
551,427
|
| |
|
524,400
|
|
Operating income
| | | |
180,253
| | | |
175,694
| | | |
125,475
| |
Other expense:
| | | | | | | | | | |
Interest expense
| | | |
9,924
| | | |
9,149
| | | |
10,583
| |
Other expense, net
| | |
|
957
|
| |
|
122
|
| |
|
377
|
|
Total other expense
| | |
|
10,881
|
| |
|
9,271
|
| |
|
10,960
|
|
Income from continuing operations before income taxes
| |
169,372
| | | |
166,423
| | | |
114,515
| |
Income tax expense
| | |
|
56,858
|
| |
|
52,089
|
| |
|
33,159
|
|
Income from continuing operations
| | | |
112,514
| | | |
114,334
| | | |
81,356
| |
Gain on sale of discontinued operations, net of tax
| |
403
| | | |
3,616
| | | |
5,693
| |
Income (loss) from discontinued operations, net of tax
|
|
2,056
|
| |
|
(27,105
|
)
| |
|
(16,686
|
)
|
Net income
| | | |
114,973
| | | |
90,845
| | | |
70,363
| |
Net (income) loss attributable to non-controlling interest
|
|
(1,279
|
)
| |
|
16,550
|
| |
|
8,735
|
|
Net income attributable to The WhiteWave Foods Company
| | |
$
|
113,694
|
| |
$
|
107,395
|
| |
$
|
79,098
|
|
| | | | | | | | | |
|
Basic earnings (loss) per common share:
| | | | | | | | | | |
Income from continuing operations attributable to The WhiteWave
Foods Company
| | |
$
|
0.73
| | | |
0.76
| | | |
0.54
| |
Net discontinued operations
| | | |
0.01
| | | |
(0.04
|
)
| | |
(0.01
|
)
|
Net income attributable to The WhiteWave Foods Company
| | |
$
|
0.74
| | | |
0.72
| | | |
0.53
| |
Diluted earnings (loss) per common share:
| | | | | | | | | | |
Income from continuing operations attributable to The WhiteWave
Foods Company
| | |
$
|
0.73
| | | |
0.76
| | | |
0.54
| |
Net discontinued operations
| | | |
0.01
| | | |
(0.04
|
)
| | |
(0.01
|
)
|
Net income attributable to The WhiteWave Foods Company
| | |
$
|
0.74
| | | |
0.72
| | | |
0.53
| |
| | | | | | | | | | | | |
|
| The WhiteWave Foods Company |
| Condensed Consolidated Balance Sheets |
| (Unaudited) |
| |
|
| | |
|
| | |
| | | |
GAAP
|
| | | |
December 31,
|
| | | |
|
2012
| | |
|
2011
|
| | | |
(Dollars in thousands, except share and per share data)
|
| | | | | | | | |
|
|
ASSETS
| | | | | | | | |
|
Cash and cash equivalents
| | |
$
|
69,373
| | |
$
|
96,987
|
|
Other current assets
| | |
|
313,448
| | |
|
276,782
|
|
Total current assets
| | | |
382,821
| | | |
373,769
|
|
Property, plant, and equipment, net
| | | |
624,642
| | | |
587,259
|
|
Identifiable intangible and other assets, net
| | |
|
1,160,548
| | |
|
1,147,657
|
|
Total Assets
| | |
$
|
2,168,011
| | |
$
|
2,108,685
|
| | | | | | | | |
|
| | | | | | | | |
|
|
LIABILITIES AND EQUITY
| | | | | | | | |
|
Total current liabilities, excluding debt
| | |
$
|
307,542
| | |
$
|
237,250
|
|
Total long-term debt, including current portion
| | | |
780,550
| | | |
456,171
|
|
Other long-term liabilities
| | | |
294,963
| | | |
274,578
|
|
Equity attributable to The WhiteWave Foods Company
| |
784,956
| | | |
1,135,919
|
|
Non-controlling interest
| | |
|
-
| | |
|
4,767
|
|
Total equity
| | |
|
784,956
| | |
|
1,140,686
|
|
Total Liabilities and Equity
| | |
$
|
2,168,011
| | |
$
|
2,108,685
|
| | | | | | | | |
|
Unaudited Pro Forma Adjusted Condensed Consolidated Financial
Information
The WhiteWave Foods Company ("WhiteWave", "our", "we", "us", or the
"Company") was incorporated on July 17, 2012 as a wholly-owned
subsidiary of Dean Foods to acquire the capital stock of WWF Operating
Company ("WWF Opco"), a wholly-owned subsidiary of Dean Foods. Prior to
our initial public offering, WWF Opco held substantially all of the
historical assets and liabilities related to our business that we
acquired pursuant to the contribution described below. We had nominal
assets and no liabilities, and conducted no operations prior to the
completion of our initial public offering.
On October 31, 2012, we completed our initial public offering and sold
23,000,000 shares of Class A common stock to the public at a price of
$17.00 per share. Prior to completion of our initial public offering,
Dean Foods contributed all of the capital stock of WWF Opco to WhiteWave
in exchange for 150,000,000 shares of Class B common stock.
Under U.S. generally accepted accounting principles, the contribution of
WWF Opco to WhiteWave is treated as a reorganization of entities under
common control under Dean Foods. As a result, we have retrospectively
presented our unaudited pro forma adjusted condensed consolidated
financial information of WhiteWave and WWF Opco for all periods
presented.
The tables below provide certain unaudited pro forma condensed
consolidated statement of operations information and certain unaudited
pro forma adjusted condensed consolidated statement of operations
information for the periods presented, which have been derived by
application of pro forma adjustments to our historical financial
statements for the year ended December 31, 2012 and certain other
adjustments described below. The unaudited pro forma condensed
consolidated statements of operations and unaudited pro forma adjusted
condensed consolidated statements of operations for all periods
presented give effect to our initial public offering and separation of
our business from Dean Foods’ other businesses as if those transactions
had occurred or had become effective as of January 1, 2011.
The adjustments below are based upon available information and certain
assumptions that we believe are reasonable. The unaudited pro forma
condensed consolidated financial information and unaudited pro forma
adjusted condensed financial information are for illustrative and
informational purposes only and do not purport to represent what our
financial position or results of operations would have been if we had
operated as a stand-alone public company during the periods presented or
if the transactions had actually occurred as of the dates indicated, nor
do they project our financial position at any future date or our results
of operations or cash flows for any future period.
The pro forma adjustments to our historical financial information
reflect the following:
-
our separation from Dean Foods;
-
the incurrence of approximately $885 million in new indebtedness under
our senior secured credit facilities;
-
the settlement of our historical indebtedness, including the $440.3
million allocated portion of the Dean Foods senior secured credit
facility which was reflected as a contribution to our capital from
Dean Foods;
-
the agreements that formalized and, in certain cases, modified ongoing
commercial arrangements we have with certain current and former
wholly-owned Dean Foods subsidiaries; and
-
the termination of the intellectual property license agreement with
Morningstar Foods, LLC ("Morningstar").
The additional adjustments to our historical financial information
reflect the incremental impact of the transitional sales agreements,
stand-alone public company costs, and non-recurring transition costs,
all of which are described in the notes to the tables presented.
On January 3, 2013, Dean Foods sold Morningstar to an unaffiliated third
party. In connection with this sale, we modified certain of the
commercial agreements entered into in connection with the initial public
offering between us and Morningstar. These modifications are primarily
timing modifications and are not expected to have a material impact on
our results of operations.
| The WhiteWave Foods Company |
| Reconciliation of GAAP to Non-GAAP Information |
| (Unaudited) |
| |
| | |
| | |
| |
|
| | |
| | |
| | |
GAAP
FY 2012
| |
Pro forma adjustments
| |
Pro forma
| | |
Additional adjustments
| |
Pro Forma Adjusted
FY 2012
|
| | |
(Dollars in Thousands, Except Share and Per Share Data)
| |
|
Total net sales
| |
$
|
2,289,438
| | |
$
|
19,738
| |
(a)
| |
$
|
2,309,176
| | |
$
|
(3,643
|
)
|
(e)
| |
$
|
2,305,533
| | |
|
Cost of sales
| |
|
1,485,494
| | |
|
8,917
|
|
(a)
| |
|
1,494,411
| | |
|
(16,545
|
)
|
(e)
| |
|
1,477,866
|
| |
|
Gross profit
| | |
803,944
| | | |
10,821
| | | | |
814,765
| | | |
12,902
| | | | |
827,667
| | |
|
Related party license income
| | |
36,034
| | | |
(36,034
|
)
|
(b)
| | |
-
| | | |
-
| | | | |
-
| | |
|
Operating costs and expenses:
| | | | | | | | | | | | | | | |
|
Selling and distribution
| | |
492,130
| | | |
-
| | | | |
492,130
| | | |
(1,646
|
)
|
(e)
| | |
490,484
| | |
|
General and administrative
| |
|
167,595
| | |
|
(9,313
|
)
|
(c)
| |
|
158,282
| | |
|
5,837
|
|
(f)
| |
|
164,119
|
| |
|
Total operating costs and expenses
| |
|
659,725
| | |
|
(9,313
|
)
| | |
|
650,412
| | |
|
4,191
|
| | |
|
654,603
|
| |
|
Operating income
| | |
180,253
| | | |
(15,900
|
)
| | | |
164,353
| | | |
8,711
| | | | |
173,064
| | |
|
Other expense (income):
| | | | | | | | | | | | | | | |
|
Interest expense
| | |
9,924
| | | |
13,663
| |
(d)
| | |
23,587
| | | |
-
| | | | |
23,587
| | |
|
Other expense (income), net
| |
|
957
| | |
|
-
|
| | |
|
957
| | |
|
(1,151
|
)
|
(h)
| |
|
(194
|
)
| |
|
Total other expense
| |
|
10,881
| | |
|
13,663
|
| | |
|
24,544
| | |
|
(1,151
|
)
| | |
|
23,393
|
| |
|
Income from continuing operations before
income taxes
| | |
169,372
| | | |
(29,563
|
)
| | | |
139,809
| | | |
9,862
| | | | |
149,671
| | |
|
Income tax expense
| |
|
56,858
| | |
|
(10,347
|
)
|
(i)
| |
|
46,511
| | |
|
(718
|
)
|
(i)
| |
|
45,793
|
| |
|
Income from continuing operations
| |
$
|
112,514
| | |
$
|
(19,216
|
)
| | |
$
|
93,298
| | |
$
|
10,580
|
| | |
$
|
103,878
|
| |
|
Earnings per Share, Basic and Diluted:
| | | | | | | | | | | | | |
|
Basic
| | | | | | | | | | | | | |
$
|
0.60
| |
(j)
|
|
Diluted
| | | | | | | | | | | | | |
$
|
0.60
| |
(j)
|
|
Weighted Average Shares Outstanding, Basic and Diluted:
| | | | | | | | | | |
|
Basic
| | | | | | | | | | | | | | |
173,000,000
| | |
|
Diluted
| | | | | | | | | | | | | | |
173,000,109
| | |
| | | | | | | | | | | | | | | |
|
| The WhiteWave Foods Company |
| Reconciliation of GAAP to Non-GAAP Information |
| (Unaudited) |
| |
| | |
| | |
| |
|
| | |
| | |
| | |
GAAP
FY 2011
| |
Pro forma adjustments
| |
Pro forma
| | |
Additional adjustments
| |
Pro Forma Adjusted
FY 2011
|
| | |
(Dollars in Thousands, Except Share and Per Share Data)
| |
|
Total net sales
| |
$
|
2,025,751
| | |
$
|
26,837
| |
(a)
| |
$
|
2,052,588
| | |
$
|
(8,781
|
)
|
(e)
| |
$
|
2,043,807
| |
|
Cost of sales
| |
|
1,341,310
| | |
|
9,898
|
|
(a)
| |
|
1,351,208
| | |
|
(21,778
|
)
|
(e)
| |
|
1,329,430
| |
|
Gross profit
| | |
684,441
| | | |
16,939
| | | | |
701,380
| | | |
12,997
| | | | |
714,377
| |
|
Related party license income
| | |
42,680
| | | |
(42,680
|
)
|
(b)
| | |
-
| | | |
-
| | | | |
-
| |
|
Operating costs and expenses:
| | | | | | | | | | | | | | | |
|
Selling and distribution
| | |
414,724
| | | |
-
| | | | |
414,724
| | | |
(1,946
|
)
|
(e)
| | |
412,778
| |
|
General and administrative
| |
|
136,703
| | |
|
9,825
|
|
(c)
| |
|
146,528
| | |
|
13,462
|
|
(f)
| |
|
159,990
| |
|
Total operating costs and expenses
| |
|
551,427
| | |
|
9,825
|
| | |
|
561,252
| | |
|
11,516
|
| | |
|
572,768
| |
|
Operating income
| | |
175,694
| | | |
(35,566
|
)
| | | |
140,128
| | | |
1,481
| | | | |
141,609
| |
|
Other expense:
| | | | | |
-
| | | | | | | |
-
| | | | | |
|
Interest expense
| | |
9,149
| | | |
13,904
| |
(d)
| | |
23,053
| | | |
534
| |
(g)
| | |
23,587
| |
|
Other expense, net
| |
|
122
| | |
|
-
|
| | |
|
122
| | |
|
-
|
| | |
|
122
| |
|
Total other expense
| |
|
9,271
| | |
|
13,904
|
| | |
|
23,175
| | |
|
534
|
| | |
|
23,709
| |
|
Income from continuing operations before
income taxes
| | |
166,423
| | | |
(49,470
|
)
| | | |
116,953
| | | |
947
| | | | |
117,900
| |
|
Income tax expense
| |
|
52,089
| | |
|
(17,315
|
)
|
(i)
| |
|
34,774
| | |
|
3,543
|
|
(i)
| |
|
38,317
| |
|
Income from continuing operations
| |
$
|
114,334
| | |
$
|
(32,155
|
)
| | |
$
|
82,179
| | |
$
|
(2,596
|
)
| | |
$
|
79,583
| |
|
Earnings per Share, Basic and Diluted:
| | | | | | | | | | | | | |
|
Basic
| | | | | | | | | | | | | |
$
|
0.46
|
(j)
|
|
Diluted
| | | | | | | | | | | | | |
$
|
0.46
|
(j)
|
|
Weighted Average Shares Outstanding, Basic and Diluted:
| | | | | | | | | | |
|
Basic
| | | | | | | | | | | | | | |
173,000,000
| |
|
Diluted
| | | | | | | | | | | | | | |
173,000,109
| |
| | | | | | | | | | | | | | | | |
|
|
The WhiteWave Foods Company |
Reconciliation of GAAP to Non-GAAP Information |
(Unaudited) |
|
|
| | |
|
| | |
|
| |
|
|
| | |
|
| | |
| | |
GAAP QTD Q4 2012
| | |
Pro forma adjustments
| | |
Pro forma
| | | |
Additional adjustments
| | |
Pro Forma Adjusted QTD Q4 2012
|
| | |
(Dollars in Thousands, Except Share and Per Share Data)
| |
Total net sales
| | |
$
|
608,111
| | | |
$
|
2,250
| |
(a)
| | |
$
|
610,361
| | | |
$
|
(894
|
)
|
(e)
| | |
$
|
609,467
| | |
Cost of sales
| | |
|
396,396
| | | |
|
1,057
|
|
(a)
| | |
|
397,453
| | | |
|
(2,443
|
)
|
(e)
| | |
|
395,010
|
| |
Gross profit
| | | |
211,715
| | | | |
1,193
| | | | | |
212,908
| | | | |
1,549
| | | | | |
214,457
| | |
Related party license income
| | | |
3,991
| | | | |
(3,991
|
)
|
(b)
| | | |
-
| | | | |
-
| | | | | |
-
| | |
Operating costs and expenses:
| | | | | | | | | | | | | | | | | | | | |
Selling and distribution
| | | |
123,722
| | | | |
-
| | | | | |
123,722
| | | | |
(172
|
)
|
(e)
| | | |
123,550
| | |
General and administrative
| | |
|
46,160
| | | |
|
(4,681
|
)
|
(c)
| | |
|
41,479
| | | |
|
1,315
|
|
(f)
| | |
|
42,794
|
| |
Total operating costs and expenses
| | |
|
169,882
| | | |
|
(4,681
|
)
| | | |
|
165,201
| | | |
|
1,143
|
| | | |
|
166,344
|
| |
Operating income
| | | |
45,824
| | | | |
1,883
| | | | | |
47,707
| | | | |
406
| | | | | |
48,113
| | |
Other expense (income):
| | | | | | | | | | | | | | | | | | | | |
Interest expense
| | | |
6,325
| | | | |
(738
|
)
|
(d)
| | | |
5,587
| | | | |
-
| | | | | |
5,587
| | |
Other expense (income), net
| | |
|
178
| | | |
|
-
|
| | | |
|
178
| | | |
|
(1,151
|
)
|
(h)
| | |
|
(973
|
)
| |
Total other expense
| | |
|
6,503
| | | |
|
(738
|
)
| | | |
|
5,765
| | | |
|
(1,151
|
)
| | | |
|
4,614
|
| |
Income from continuing operations before
income taxes
| | | |
39,321
| | | | |
2,621
| | | | | |
41,942
| | | | |
1,557
| | | | | |
43,499
| | |
Income tax expense
| | |
|
10,790
| | | |
|
917
|
|
(i)
| | |
|
11,707
| | | |
|
676
|
|
(i)
| | |
|
12,383
|
| |
Income from continuing operations
| | |
$
|
28,531
| | | |
$
|
1,704
|
| | | |
$
|
30,235
| | | |
$
|
881
|
| | | |
$
|
31,116
|
| |
Earnings per Share, Basic and Diluted:
| | | | | | | | | | | | | | | | | | | | |
Basic
| | | | | | | | | | | | | | | | | | |
$
|
0.18
| |
(j)
|
Diluted
| | | | | | | | | | | | | | | | | | |
$
|
0.18
| |
(j)
|
Weighted Average Shares Outstanding, Basic and Diluted:
| | | | | | | | | | | | | |
Basic
| | | | | | | | | | | | | | | | | | | |
173,000,000
| | |
Diluted
| | | | | | | | | | | | | | | | | | | |
173,000,109
| | |
| | | | | | | | | | | | | | | | | | | | | |
|
| |
|
| | |
| | |
|
| |
|
| | |
|
| | |
| The WhiteWave Foods Company |
| Reconciliation of GAAP to Non-GAAP Information |
| (Unaudited) |
| | | | | | | | | | | | | | | | | | |
|
| | | |
GAAP QTD Q4 2011
| |
Pro forma adjustments
| | |
Pro forma
| | |
Additional adjustments
| | |
Pro Forma Adjusted Q4 QTD 2011
|
| | | |
(Dollars in Thousands, Except Share and Per Share Data)
| |
|
Total net sales
| | |
$
|
541,530
| | |
$
|
6,360
| |
(a)
| | |
$
|
547,890
| | |
$
|
(4,425
|
)
|
(e)
| | |
$
|
543,465
| |
|
Cost of sales
| | |
|
359,252
| | |
|
2,624
|
|
(a)
| | |
|
361,876
| | |
|
(7,306
|
)
|
(e)
| | |
|
354,570
| |
|
Gross profit
| | | |
182,278
| | | |
3,736
| | | | | |
186,014
| | | |
2,881
| | | | | |
188,895
| |
|
Related party license income
| | | |
11,082
| | | |
(11,082
|
)
|
(b)
| | | |
-
| | | |
-
| | | | | |
-
| |
|
Operating costs and expenses:
| | | | | | | | | | | | | | | | | | |
|
Selling and distribution
| | | |
107,146
| | | |
-
| | | | | |
107,146
| | | |
(534
|
)
|
(e)
| | | |
106,612
| |
|
General and administrative
| | |
|
37,247
| | |
|
2,456
|
|
(c)
| | |
|
39,703
| | |
|
1,551
|
|
(f)
| | |
|
41,254
| |
|
Total operating costs and expenses
| | |
|
144,393
| | |
|
2,456
|
| | | |
|
146,849
| | |
|
1,017
|
| | | |
|
147,866
| |
|
Operating income
| | | |
48,967
| | | |
(9,802
|
)
| | | | |
39,165
| | | |
1,864
| | | | | |
41,029
| |
|
Other expense:
| | | | | | |
-
| | | | | | | | |
-
| | | | | | |
|
Interest expense
| | | |
1,864
| | | |
3,488
| |
(d)
| | | |
5,352
| | | |
235
| |
(g)
| | | |
5,587
| |
|
Other expense, net
| | |
|
292
| | |
|
-
|
| | | |
|
292
| | |
|
-
|
| | | |
|
292
| |
|
Total other expense
| | |
|
2,156
| | |
|
3,488
|
| | | |
|
5,644
| | |
|
235
|
| | | |
|
5,879
| |
|
Income from continuing operations before
income taxes
| | | |
46,811
| | | |
(13,290
|
)
| | | | |
33,521
| | | |
1,629
| | | | | |
35,150
| |
|
Income tax expense
| | |
|
15,780
| | |
|
(4,652
|
)
|
(i)
| | |
|
11,128
| | |
|
767
|
|
(i)
| | |
|
11,895
| |
|
Income from continuing operations
| | |
$
|
31,031
| | |
$
|
(8,638
|
)
| | | |
$
|
22,393
| | |
$
|
862
|
| | | |
$
|
23,255
| |
|
Earnings per Share, Basic and Diluted:
| | | | | | | | | | | | | | | | | | |
|
Basic
| | | | | | | | | | | | | | | | |
$
|
0.13
|
(j)
|
|
Diluted
| | | | | | | | | | | | | | | | |
$
|
0.13
|
(j)
|
|
Weighted Average Shares Outstanding, Basic and Diluted:
| | | | | | | | | | | | |
|
Basic
| | | | | | | | | | | | | | | | | |
173,000,000
| |
|
Diluted
| | | | | | | | | | | | | | | | | |
173,000,109
| |
| | | | | | | | | | | | | | | | | | |
|
| |
|
| | |
| | |
|
| |
|
| | |
|
| | |
| The WhiteWave Foods Company |
| Reconciliation of GAAP to Non-GAAP Information |
| (Unaudited) |
| | | | | | | | | | | | | | | | | | |
|
| | | |
GAAP Q1 2012
| |
Pro forma adjustments
| | |
Pro forma
| | |
Additional adjustments
| | |
Pro Forma Adjusted Q1 2012
|
| | | |
(Dollars in Thousands, Except Share and Per Share Data)
| |
|
Total net sales
| | |
$
|
552,028
| | |
$
|
5,309
| |
(a)
| | |
$
|
557,337
| | |
$
|
(180
|
)
|
(e)
| | |
$
|
557,157
| |
|
Cost of sales
| | |
|
359,588
| | |
|
1,733
|
|
(a)
| | |
|
361,321
| | |
|
(4,280
|
)
|
(e)
| | |
|
357,041
| |
|
Gross profit
| | | |
192,440
| | | |
3,576
| | | | | |
196,016
| | | |
4,100
| | | | | |
200,116
| |
|
Related party license income
| | | |
10,473
| | | |
(10,473
|
)
|
(b)
| | | |
-
| | | |
-
| | | | | |
-
| |
|
Operating costs and expenses:
| | | | | | | | | | | | | | | | | | |
|
Selling and distribution
| | | |
118,987
| | | |
-
| | | | | |
118,987
| | | |
(559
|
)
|
(e)
| | | |
118,428
| |
|
General and administrative
| | |
|
35,062
| | |
|
2,456
|
|
(c)
| | |
|
37,518
| | |
|
4,724
|
|
(f)
| | |
|
42,242
| |
|
Total operating costs and expenses
| | |
|
154,049
| | |
|
2,456
|
| | | |
|
156,505
| | |
|
4,165
|
| | | |
|
160,670
| |
|
Operating income
| | | |
48,864
| | | |
(9,353
|
)
| | | | |
39,511
| | | |
(65
|
)
| | | | |
39,446
| |
|
Other expense:
| | | | | | | | | | | | | | | | | | |
|
Interest expense
| | | |
1,649
| | | |
4,351
| |
(d)
| | | |
6,000
| | | |
-
| | | | | |
6,000
| |
|
Other expense, net
| | |
|
121
| | |
|
-
|
| | | |
|
121
| | |
|
-
|
| | | |
|
121
| |
|
Total other expense
| | |
|
1,770
| | |
|
4,351
|
| | | |
|
6,121
| | |
|
-
|
| | | |
|
6,121
| |
|
Income from continuing operations before
income taxes
| | | |
47,094
| | | |
(13,704
|
)
| | | | |
33,390
| | | |
(65
|
)
| | | | |
33,325
| |
|
Income tax expense
| | |
|
15,786
| | |
|
(4,795
|
)
|
(i)
| | |
|
10,991
| | |
|
(657
|
)
|
(i)
| | |
|
10,334
| |
|
Income from continuing operations
| | |
$
|
31,308
| | |
$
|
(8,909
|
)
| | | |
$
|
22,399
| | |
$
|
592
|
| | | |
$
|
22,991
| |
|
Earnings per Share, Basic and Diluted:
| | | | | | | | | | | | | | | | | | |
|
Basic
| | | | | | | | | | | | | | | | |
$
|
0.13
|
(j)
|
|
Diluted
| | | | | | | | | | | | | | | | |
$
|
0.13
|
(j)
|
|
Weighted Average Shares Outstanding, Basic and Diluted:
| | | | | | | | | | | | |
|
Basic
| | | | | | | | | | | | | | | | | |
173,000,000
| |
|
Diluted
| | | | | | | | | | | | | | | | | |
173,000,109
| |
| | | | | | | | | | | | | | | | | | |
|
The adjusted results differ from the Company’s results under GAAP due to
the following:
(a)
|
|
|
The adjustment reflects:
|
|
| | |
i.
|
|
An agreement with two wholly-owned Dean Foods subsidiaries, Suiza
Dairy Group, LLC ("Suiza Dairy") and Dean Dairy Holdings, LLC
("Dean Dairy"), pursuant to which those subsidiaries continue to
sell and distribute certain WhiteWave products. This agreement
modifies our historical intercompany arrangements and reflects new
pricing. The net effect of the agreement is an estimated increase
in total net sales and an estimated increase in cost of sales for
the following periods:
|
|
| | | | |
|
● $19.7 million and $7.0 million for the year ended December 31,
2012.
|
| | | | | |
● $26.8 million and $8.8 million for the year ended December 31,
2011.
|
| | | | | |
● $2.3 million and $0.7 million for the three months ended
December 31, 2012.
|
| | | | | |
● $6.4 million and $2.1 million for the three months ended
December 31, 2011.
|
| | | | | |
● $5.3 million and $1.2 million for the three months ended March
31, 2012.
|
| | | | |
|
| | |
ii.
| |
Manufacturing agreements with (1) Morningstar pursuant to which
Morningstar continues manufacturing various WhiteWave products on
our behalf and (2) Suiza Dairy and Dean Dairy pursuant to which they
continue manufacturing WhiteWave fresh organic milk products on our
behalf. The agreements modify our historical intercompany
arrangements and reflect new pricing. The net effect of the
agreements is an estimated increase in cost of sales for the
following periods:
|
|
| | | | | |
● $1.9 million for the year ended December 31, 2012.
|
| | | | | |
● $1.1 million for the year ended December 31, 2011.
|
| | | | | |
● $0.4 million for the three months ended December 31, 2012.
|
| | | | | |
● $0.5 million for the three months ended December 31, 2011.
|
| | | | | |
● $0.5 million for the three months ended March 31, 2012.
|
| | |
|
(b)
| | |
The adjustment reflects the elimination of license income
associated with our intellectual property license agreement with
Morningstar. In connection with our initial public offering, this
agreement was terminated and we transferred the intellectual
property subject to this license agreement to Morningstar. The
effect of this agreement is to eliminate the related party license
income for all periods presented.
|
|
(c)
| | |
The adjustment reflects:
|
|
| | |
i.
| |
The recurring impact on stock compensation expense for grants to the
Company’s Named Executive Officers and other executives made in
connection with our initial public offering (the "IPO grants").
|
|
| | | | | |
● $8.2 million for the year ended December 31, 2012.
|
| | | | | |
● $9.8 million for the year ended December 31, 2011.
|
| | | | | |
● $0.8 million for the three months ended December 31, 2012.
|
| | | | | |
● $2.5 million for the three months ended December 31, 2011.
|
| | | | | |
● $2.5 for the three months ended March 31, 2012.
|
| | | | | |
|
| | |
ii.
| |
Elimination of non-recurring transaction costs we incurred in
connection with our initial public offering.
|
|
| | | | | |
● $17.5 million for the year ended December 31, 2012.
|
| | | | | |
● $nil million for the year ended December 31, 2011.
|
| | | | | |
● $5.5 million for the three months ended December 31, 2012.
|
| | | | | |
● $nil million for the three months ended December 31, 2011.
|
| | | | | |
● $nil million for the three months ended March 31, 2012.
|
| | |
|
(d)
| | |
The adjustment reflects:
|
|
| | |
i.
| |
Elimination of the interest expense related to our historical
indebtedness.
|
|
| | | | | |
● $10.5 million for the year ended December 31, 2012.
|
| | | | | |
● $15.7 million for the year ended December 31, 2011.
|
| | | | | |
● $1.0 million for the three months ended December 31, 2012.
|
| | | | | |
● $3.7 million for the three months ended December 31, 2011.
|
| | | | | |
● $3.7 million for the three months ended March 31, 2012.
|
| | | | | |
|
| | |
ii.
| |
Expected interest expense and the amortization of deferred financing
costs on our new borrowings under the revolving credit facility and
term loan facilities.
|
|
| | | | | |
● $17.8 million for the year ended December 31, 2012.
|
| | | | | |
● $23.5 million for the year ended December 31, 2011.
|
| | | | | |
● $(0.4) million for the three months ended December 31, 2012.
|
| | | | | |
● $5.5 million for the three months ended December 31, 2011.
|
| | | | | |
● $6.2 million for the three months ended March 31, 2012.
|
| | | | | |
|
| | |
iii.
| |
Elimination of interest income associated with our loan agreement
with Morningstar related to the license income under the
intellectual property license agreement.
|
|
| | | | | |
● $6.4 million for the year ended December 31, 2012.
|
| | | | | |
● $6.1 million for the year ended December 31, 2011.
|
| | | | | |
● $0.7 million for the three months ended December 31, 2012.
|
| | | | | |
● $1.7 million for the three months ended December 31, 2011.
|
| | | | | |
● $1.9 million for the three months ended March 31, 2012.
|
| | | | | |
|
(e)
| | |
The adjustment reflects:
|
|
| | |
i.
| |
A transitional sales agreement with Morningstar pursuant to which
Morningstar will transfer back to us responsibility for sales and
associated costs of certain WhiteWave products. The net effect of
the agreement is an estimated increase in total net sales for the
following periods:
|
|
| | | | | |
● $21.6 million for the year ended December 31, 2012.
|
| | | | | |
● $22.3 million for the year ended December 31, 2011.
|
| | | | | |
● $2.6 million for the three months ended December 31, 2012.
|
| | | | | |
● $6.1 million for the three months ended December 31, 2011.
|
| | | | | |
● $6.5 million for the three months ended March 31, 2012.
|
| | | | | |
|
| | |
ii.
| |
A transitional sales agreement with Morningstar pursuant to which we
will transfer to Morningstar responsibility for the sales and
associated costs of our aerosol whipped topping and other non-core
products. The net effect of the agreement is a decrease in total net
sales, a decrease in cost of sales, and a decrease in selling and
distribution expense for the following periods:
|
|
| | | | | |
● $25.2 million, $16.5 million, and $1.6 million for the year
ended December 31, 2012.
|
| | | | | |
● $31.1 million, $21.8 million and $1.9 million for the year ended
December 31, 2011.
|
| | | | | |
● $3.5 million, $2.4 million, and $0.2 million for the three
months ended December 31, 2012.
|
| | | | | |
● $10.5 million, $7.3 million and $0.5 million for the three
months ended December 31, 2011.
|
| | | | | |
● $6.7 million, $4.3 million, and $0.6 million for the three
months ended March 31, 2012.
|
| | | | | |
|
(f)
| | |
The adjustment reflects:
|
|
| | |
i.
| |
Elimination of the historical corporate costs allocated to us by
Dean Foods.
|
|
| | | | | |
● $33.7 million for the year ended December 31, 2012.
|
| | | | | |
● $32.7 million for the year ended December 31, 2011.
|
| | | | | |
● $3.4 million for the three months ended December 31, 2012.
|
| | | | | |
● $8.8 million for the three months ended December 31, 2011.
|
| | | | | |
● $9.3 million for the three months ended March 31, 2012.
|
| | | | | |
|
| | |
ii.
| |
Elimination of the non-cash impact on stock compensation expense for
the IPO grants.
|
|
| | | | | |
● $9.7 million for the year ended December 31, 2012.
|
| | | | | |
● $9.8 million for the year ended December 31, 2011.
|
| | | | | |
● $2.3 million for the three months ended December 31, 2012.
|
| | | | | |
● $2.5 million for the three months ended December 31, 2011.
|
| | | | | |
● $2.5 million for the three months ended March 31, 2012.
|
| | | | | |
|
| | |
iii.
| |
Impact of excluding the $0.9 million benefit recorded for the
favorable settlement of taxing authority examinations for the year
ended December 31, 2011.
|
|
| | |
iv.
| |
The inclusion of estimated stand-alone public company costs,
including the costs of corporate services currently provided by Dean
Foods.
|
|
| | | | | |
● $50.4 million for the year ended December 31, 2012.
|
| | | | | |
● $55.1 million for the year ended December 31, 2011.
|
| | | | | |
● $8.2 million for the three months ended December 31, 2012.
|
| | | | | |
● $12.9 million for the three months ended December 31, 2011.
|
| | | | | |
● $16.5 million for the three months ended March 31, 2012.
|
| | | | | |
|
| | |
v.
|
Elimination of other non-recurring transition costs.
|
|
| | | | | |
● $1.2 million for the year ended December 31, 2012.
|
| | | | | |
● $nil million for the year ended December 31, 2011.
|
| | | | | |
● $1.2 million for the three months ended December 31, 2012.
|
| | | | | |
● $nil million for the three months ended December 31, 2011.
|
| | | | | |
● $nil million for the three months ended March 31, 2012.
|
| | |
|
(g)
| | |
The adjustment reflects incremental expected interest expense on
our new borrowings under our senior secured credit facilities for
an estimated $23.6 million for the year ended December 31, 2011
and $5.6 million for the three months ended December 31, 2011.
|
|
(h)
| | |
The adjustment reflects elimination of the expense related to our
interest rate swaps.
|
|
| | | | | |
● $1.2 million for the year ended December 31, 2012.
|
| | | | | |
● $nil million for the year ended December 31, 2011.
|
| | | | | |
● $1.2 million for the three months ended December 31, 2012.
|
| | | | | |
● $nil million for the three months ended December 31, 2011.
|
| | | | | |
● $nil million for the three months ended March 31, 2012.
|
| | | | | |
|
(i)
| | |
The income tax in the pro forma adjustments column is recorded at
the U.S. federal statutory rate of 35%.
|
|
| | |
Income tax in the additional adjustments column represents the
amount required to adjust the 35% statutory rate to the estimated
effective rate on all adjustments in the pro forma adjustments and
additional adjustments columns. The year ended December 31, 2011
includes an adjustment to eliminate a $2.3 million favorable
non-cash settlement of a taxing authority examination.
|
|
(j)
| | |
For all periods presented, the number of shares used to compute
basic earnings per share is 173,000,000, which is comprised of
23,000,000 shares of Class A common stock (the number of shares
outstanding upon completion of our initial public offering) and
150,000,000 shares of Class B common stock. The number of shares
used to compute diluted earnings per share is 173,000,109, which
includes the dilutive impact of RSUs.
|
| | |
|
|
Reconciliation of WhiteWave-Alpro Segment Data to The WhiteWave
Foods Company Stand-Alone |
Financial Data |
(Unaudited) |
|
|
|
| |
|
|
Year ended
|
| | | | | |
December 31, 2012
|
| | | | | |
Historical
|
|
|
Sales to
|
|
|
Related Party
|
|
|
Other
|
|
|
Stand-Alone
|
| | | | | |
Segment
| | |
Related Parties
| | |
License Agreement
| | |
Adjustments
| | |
Financial
|
| | | | | |
Results
| | |
(a)
| | |
(b)
| | |
(c)
| | |
Results
|
| | | | | |
(In Thousands)
|
Net sales to external customers
| | |
$
|
2,187,615
| | |
$
|
-
| | |
$
|
-
| | |
$
|
(12,241
|
)
| | |
$
|
2,175,374
|
Net sales to related parties
| | | |
-
| | | |
109,513
| | | |
-
| | | |
-
| | | | |
109,513
|
Related party fees
| | |
|
-
| | |
|
-
| | |
|
-
| | |
|
4,551
|
| | |
|
4,551
|
|
Total net sales
| | |
$
|
2,187,615
| | |
$
|
109,513
| | |
$
|
-
| | |
$
|
(7,690
|
)
| | |
$
|
2,289,438
|
Operating income
| | |
$
|
192,557
| | |
$
|
-
| | |
$
|
36,034
| | |
$
|
(48,338
|
)
| | |
$
|
180,253
|
| | | | | | | | | | | | | | | | | |
|
| | | | | |
Three months ended
|
| | | | | |
December 31, 2012
|
| | | | | |
Historical
| | |
Sales to
| | |
Related Party
| | |
Other
| | |
Stand-Alone
|
| | | | | |
Segment
| | |
Related Parties
| | |
License Agreement
| | |
Adjustments
| | |
Financial
|
| | | | | |
Results
| | |
(a)
| | |
(b)
| | |
(c)
| | |
Results
|
| | | | | |
(In Thousands)
|
Net sales to external customers
| | |
$
|
586,224
| | |
$
|
-
| | |
$
|
-
| | |
$
|
(12,241
|
)
| | |
$
|
573,983
|
Net sales to related parties
| | | |
-
| | | |
29,577
| | | |
-
| | | |
-
| | | | |
29,577
|
Related party fees
| | |
|
-
| | |
|
-
| | |
|
-
| | |
|
4,551
|
| | |
|
4,551
|
|
Total net sales
| | |
$
|
586,224
| | |
$
|
29,577
| | |
$
|
-
| | |
$
|
(7,690
|
)
| | |
$
|
608,111
|
Operating income
| | |
$
|
50,043
| | |
$
|
-
| | |
$
|
3,991
| | |
$
|
(8,210
|
)
| | |
$
|
45,824
|
| | | | | | | | | | | | | | | | | | | | |
|
The historical financial results for WhiteWave differ from the results
of the WhiteWave-Alpro segment for the same periods to be reported by
Dean Foods in its Annual Report on Form 10-K for the year ended December
31, 2012. The selected data provided in the table above includes the
following adjustments that were reflected in the preparation of
WhiteWave's results on a stand-alone basis:
(a)
|
|
|
The adjustment reflects net sales to related parties for
WhiteWave-Alpro’s sales of raw materials and finished products to
Dean Foods' Fresh Dairy Direct and Morningstar segments.
|
(b)
| | |
The adjustment reflects income for an intellectual property
licensing agreement between WhiteWave-Alpro and Dean Foods'
Morningstar segment, whereby Morningstar had rights to use
WhiteWave-Alpro's intellectual property in the manufacture of
certain products. In connection with our initial public offering,
this agreement was terminated. In addition, WhiteWave-Alpro
transferred the intellectual property that is the subject of the
license agreement to Morningstar.
|
(c)
| | |
The adjustments primarily reflect the allocation of corporate and
shared service costs to WhiteWave-Alpro prior to completion of our
initial public offering. These allocations include costs related to
corporate and shared services such as executive management, supply
chain, information technology, legal, finance and accounting,
investor relations, human resources, risk management, tax, treasury,
and other services, as well as stock based compensation expense
attributable to WhiteWave-Alpro employees and an allocation of stock
based compensation attributable to employees of Dean Foods. Upon
completion of our initial public offering, we assumed responsibility
for the costs of these functions. These allocated costs include
increased costs due to $17.5 million of transaction costs related to
our initial public offering for the year ended December 31, 2012, in
addition to increased long-term incentive compensation and other
corporate allocations. Additionally, these adjustments reflect the
transitional sales agreement with Morningstar, pursuant to which
Morningstar transfers back to us responsibility for sales and
associated costs of certain WhiteWave products. The net effect of
the agreement since its effective date, the completion of our
initial public offering is reflected as a related party fee of $4.6
million, representing gross billings to customers by Morningstar of
$12.2 million, for the year ended December 31, 2012.
|
Contacts:
The WhiteWave Foods Company
Investor
Relations:
Dave Oldani, +1 214-721-7648
or
Media:
Molly
Keveney, +1 303-635-4529
Source: The WhiteWave Foods Company
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