Item 5. Market for Registrant’s Common Equity
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
MARKET INFORMATION
Prior to the Merger, our common stock was listed on the New York Stock Exchange under the symbol "SFD." As a result of the Merger, our common stock ceased to be traded on the New York Stock Exchange after close of market on September 26, 2013. Smithfield Foods, Inc. is wholly owned by a subsidiary of WH Group.
DIVIDENDS
During 2015 , we paid a $30.0 million dividend to WH Group. Subject to the limitations in certain of our debt agreements, we expect to continue to pay dividends to WH Group based on a certain percentage of our net income. The terms of certain of our debt agreements limit the payment of cash dividends on our common stock. We only pay cash dividends from assets legally available for that purpose.
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ITEM 6.
SELECTED FINANCIAL DATA
On September 26, 2013, we were acquired by an indirect subsidiary of WH Group in a merger transaction accounted for as a business combination. Unless the context otherwise requires, all references to “Successor” refer to Smithfield Foods, Inc. and all its subsidiaries for the period subsequent to the Merger. All references to “Predecessor” refer to Smithfield Foods, Inc. and all its subsidiaries for all periods prior to the Merger. In addition, the Merger was accounted for under the acquisition method of accounting, which resulted in purchase price allocations that affect the comparability of results of operations for periods before and after the Merger.
The following table shows selected consolidated financial data and other operational data for each of the periods indicated. This financial data has been derived from our audited consolidated financial statements. The financial data for the eight months ended December 29, 2013 ( the Transition Period ) have been derived from our audited consolidated financial statements, but have not been audited. You should read the information in conjunction with “Item 8. Financial Statements and Supplementary Data” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations."
As a result of the Merger, all outstanding common stock of the Company during the Predecessor period was retired and all of the outstanding shares of Merger Sub were converted to 1,000 shares of common stock of the Company, no par value, and such shares are owned by a wholly owned subsidiary of WH Group. There are no other shares of stock outstanding in the Company; therefore we have not reported earnings per share.
Successor
Predecessor
Twelve Months Ended
Twelve Months Ended
January 3, 2016
December 28, 2014
September 27 - December 29, 2013
April 29 - September 26, 2013
April 28, 2013
April 29, 2012
May 1, 2011
(in millions)
Statement of Income Data:
Sales
$
14,438.4
$
15,031.3
$
3,894.2
$
5,679.5
$
13,221.1
$
13,094.3
$
12,202.7
Cost of sales
12,683.0
13,255.7
3,543.1
5,190.1
11,901.4
11,544.9
10,488.6
Gross profit
1,755.4
1,775.6
351.1
489.4
1,319.7
1,549.4
1,714.1
Selling, general and administrative expenses
973.3
902.2
213.4
341.7
815.4
816.9
789.8
Gain on fire insurance recovery
—
—
—
—
—
—
(120.6
)
Merger related costs
—
—
23.9
18.0
—
—
—
(Income) loss from equity method investments
(11.7
)
(58.2
)
2.6
0.5
(15.0
)
9.9
(50.1
)
Operating profit
793.8
931.6
111.2
129.2
519.3
722.6
1,095.0
Interest expense
133.8
159.4
59.0
64.6
168.7
176.7
245.4
Non-operating (gain) loss
12.1
(0.9
)
1.7
—
120.7
12.2
92.5
Income before income taxes
647.9
773.1
50.5
64.6
229.9
533.7
757.1
Income tax expense
195.6
217.0
15.8
12.7
46.1
172.4
236.1
Net income
$
452.3
$
556.1
$
34.7
$
51.9
$
183.8
$
361.3
$
521.0
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Successor
Predecessor
January 3, 2016
December 28, 2014
December 29, 2013
April 28, 2013
April 29, 2012
May 1, 2011
(in millions)
Balance Sheet Data:
Working capital
$
2,196.3
$
2,280.4
$
2,208.5
$
1,805.6
$
2,162.7
$
2,110.0
Total assets
9,894.0
10,131.5
9,935.8
7,681.3
7,388.8
7,575.5
Long-term debt and capital lease obligations
2,257.9
2,678.5
2,978.4
1,794.1
1,867.5
1,942.3
Shareholder's equity
4,820.5
4,539.5
4,231.1
3,097.0
3,387.3
3,545.5
Twelve Months Ended
Twelve Months Ended
January 3, 2016
December 28, 2014
The Transition Period
April 28, 2013
April 29, 2012
May 1, 2011
(in millions)
Other Consolidated Operational Data:
Total hogs processed (1)
35.1
32.1
21.9
32.0
30.7
30.4
Packaged meats sales (pounds) (2)
3,509.6
3,333.6
2,225.1
3,260.2
3,119.4
3,159.7
Fresh meats sales (pounds) (1)
5,180.6
4,471.3
2,920.7
4,234.3
4,154.6
4,035.0
Total hogs sold (3)
18.7
17.3
12.6
18.4
18.1
18.6
—————————————
(1)
Comprised of Fresh Pork and International.
(2)
Comprised of Packaged Meats and International.
(3)
Comprised of Hog Production and International and includes intercompany hog sales.
Notes to Selected Financial Data:
Twelve Months Ended January 3, 2016
•
Includes gain of $12.0 million on the sale of our product label printing business in Kansas City.
•
Includes losses of $12.8 million on debt extinguishments.
Twelve Months Ended December 28, 2014
•
None.
Three Months Ended December 29, 2013
•
Includes $23.9 million of professional fees related to the Merger.
•
Includes $17.3 million of debt issuance costs for a financing arrangement entered into by Merger Sub. We recognized these costs in interest expense upon termination of the financing arrangement following the Merger.
Five Months Ended September 26, 2013
•
Includes $18.0 million of professional fees related to the Merger.
Twelve Months Ended April 28, 2013
•
Includes losses of $120.7 million on debt extinguishment.
Twelve Months Ended April 29, 2012
▪
Includes our share of charges related to the CFG Consolidation Plan , as defined in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Significant Events Affecting Results of Operations," of $38.7 million.
▪
Includes net charges of $22.2 million related to the litigation in Missouri that involved a number of claims alleging that hog farms owned by us or operated under hog raising contracts with third parties interfered with the plaintiffs' use and enjoyment of their properties (the Missouri Litigation).
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▪
Includes losses of $12.2 million on debt extinguishment.
▪
Includes accelerated depreciation charges associated with the idling of certain Missouri hog farm assets of $8.2 million .
▪
Includes accelerated depreciation and other charges associated with the planned closure of our Portsmouth facility of $4.7 million .
▪
Includes $3.1 million of charges related to our plan to improve the cost structure and profitability of our domestic hog production operations (the Cost Savings Initiative).
Twelve Months Ended May 1, 2011
▪
Includes an involuntary conversion gain on fire insurance recovery of $120.6 million .
▪
Includes losses of $92.5 million on debt extinguishment.
▪
Includes $28.0 million of charges related to the Cost Savings Initiative.
▪
Includes a net benefit of $19.1 million related to the Missouri Litigation.
▪
Includes net gains of $18.7 million on the sale of hog farms.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.