UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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☒ | Accelerated filer | ☐ | ||||
Non-accelerated filer | ☐ | Smaller reporting company | ||||
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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As of December 28, 2023, the Registrant had
Table of Contents
2
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (Unaudited)
Lamb Weston Holdings, Inc.
Consolidated Statements of Earnings
(unaudited, in millions, except per share amounts)
Thirteen Weeks Ended | Twenty-Six Weeks Ended | |||||||||||
| November 26, |
| November 27, |
| November 26, |
| November 27, | |||||
2023 | 2022 | 2023 | 2022 | |||||||||
$ | | $ | | $ | | $ | | |||||
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Gross profit | | | | | ||||||||
Selling, general and administrative expenses | | | | | ||||||||
Income from operations | | | | | ||||||||
Interest expense, net | | | | | ||||||||
Income before income taxes and equity method earnings |
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Income tax expense | | | | | ||||||||
Equity method investment earnings (loss) | | ( | | | ||||||||
Net income | $ | | $ | | $ | | $ | | ||||
Earnings per share: | ||||||||||||
Basic | $ | | $ | | $ | | $ | | ||||
Diluted | $ | | $ | | $ | | $ | | ||||
Weighted average common shares outstanding: | ||||||||||||
Basic | | | | | ||||||||
Diluted | | | | |
See Condensed Notes to Consolidated Financial Statements.
3
Lamb Weston Holdings, Inc.
Consolidated Statements of Comprehensive Income
(unaudited, in millions)
Thirteen Weeks Ended | Thirteen Weeks Ended | |||||||||||||||||
November 26, 2023 | November 27, 2022 | |||||||||||||||||
Tax | Tax | |||||||||||||||||
Pre-Tax | (Expense) | After-Tax | Pre-Tax | (Expense) | After-Tax | |||||||||||||
| Amount |
| Benefit |
| Amount |
| Amount |
| Benefit |
| Amount | |||||||
Net income | $ | | $ | ( | $ | | $ | | $ | ( | $ | | ||||||
Other comprehensive income (loss): |
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Unrealized pension and post-retirement benefit obligations loss | ( | | ( | — |
| — |
| — | ||||||||||
Unrealized currency translation gains (losses) | | ( | | ( | |
| ( | |||||||||||
Other | ( | — | ( | | ( | | ||||||||||||
Comprehensive income | $ | | $ | ( | $ | | $ | | $ | ( | $ | |
Twenty-Six Weeks Ended | Twenty-Six Weeks Ended | |||||||||||||||||
November 26, 2023 | November 27, 2022 | |||||||||||||||||
Tax | Tax | |||||||||||||||||
Pre-Tax | (Expense) | After-Tax | Pre-Tax | (Expense) | After-Tax | |||||||||||||
| Amount |
| Benefit |
| Amount |
| Amount |
| Benefit |
| Amount | |||||||
Net income | $ | | $ | ( | $ | | $ | | $ | ( | $ | | ||||||
Other comprehensive income (loss): |
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Unrealized pension and post-retirement benefit obligations loss |
| ( |
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| ( |
| — |
| — |
| — | ||||||
Unrealized currency translation gains (losses) |
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| ( |
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| ( |
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| ( | ||||||
Other | ( | — | ( | | ( | | ||||||||||||
Comprehensive income | $ | | $ | ( | $ | | $ | | $ | ( | $ | |
See Condensed Notes to Consolidated Financial Statements.
4
Lamb Weston Holdings, Inc.
Consolidated Balance Sheets
(unaudited, in millions, except share data)
| November 26, | May 28, | ||||
| 2023 |
| 2023 | |||
ASSETS |
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Current assets: |
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Cash and cash equivalents |
| $ | | $ | | |
Receivables, less allowance for doubtful accounts of $ |
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Inventories |
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Prepaid expenses and other current assets |
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Total current assets |
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Property, plant and equipment, net |
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Operating lease assets | | | ||||
Goodwill |
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Intangible assets, net |
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Other assets |
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Total assets | $ | | $ | | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||
Current liabilities: |
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Short-term borrowings | $ | | $ | | ||
Current portion of long-term debt and financing obligations | | | ||||
Accounts payable |
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Accrued liabilities |
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Total current liabilities |
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Long-term liabilities: | ||||||
Long-term debt and financing obligations, excluding current portion |
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Deferred income taxes | | | ||||
Other noncurrent liabilities |
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Total long-term liabilities | | | ||||
Commitments and contingencies | ||||||
Stockholders’ equity: |
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Common stock of $ |
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Treasury stock, at cost, | ( | ( | ||||
Additional distributed capital |
| ( |
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Retained earnings |
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Accumulated other comprehensive income (loss) |
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| ( | ||
Total stockholders’ equity | | | ||||
Total liabilities and stockholders’ equity | $ | | $ | |
See Condensed Notes to Consolidated Financial Statements.
5
Lamb Weston Holdings, Inc.
Consolidated Statements of Stockholders’ Equity
(unaudited, in millions, except share data)
Thirteen Weeks Ended November 26, 2023 and November 27, 2022 | |||||||||||||||||||||
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| Additional |
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| Accumulated |
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Common Stock, | Common | Treasury | Paid-in | Other | Total | ||||||||||||||||
net of Treasury | Stock | Stock | (Distributed) | Retained | Comprehensive | Stockholders’ | |||||||||||||||
Shares |
| Amount |
| Amount | Capital |
| Earnings |
| Income (Loss) |
| Equity | ||||||||||
Balance at August 27, 2023 | | $ | | $ | ( | $ | ( | $ | | $ | ( |
| $ | | |||||||
Dividends declared, $ | — | — | — | — | ( | — | ( | ||||||||||||||
Common stock issued | | — | — | ( | — | — | ( | ||||||||||||||
Stock-settled, stock-based compensation expense | — | — | — | | — | — | | ||||||||||||||
Repurchase of common stock and common stock withheld to cover taxes | ( | — | ( | — | — | — | ( | ||||||||||||||
Other | — | — | ( | | ( | — | ( | ||||||||||||||
Comprehensive income | — |
| — | — | — | | | | |||||||||||||
Balance at November 26, 2023 | | $ | | $ | ( | $ | ( | $ | | $ | | $ | | ||||||||
Balance at August 28, 2022 | | $ | | $ | ( | $ | ( | $ | | $ | ( | $ | | ||||||||
Dividends declared, $ | — | — | — | — | ( | — | ( | ||||||||||||||
Common stock issued | | — | — | | — | — | | ||||||||||||||
Stock-settled, stock-based compensation expense | — | — | — | | — | — | | ||||||||||||||
Repurchase of common stock and common stock withheld to cover taxes | ( | — | ( | — | — | — | ( | ||||||||||||||
Other | — | — | — | | ( | — | ( | ||||||||||||||
Comprehensive income (loss) | — | — | — | — | | ( | | ||||||||||||||
Balance at November 27, 2022 | | $ | | $ | ( | $ | ( | $ | | $ | ( | $ | |
Twenty-Six Weeks Ended November 26, 2023 and November 27, 2022 | |||||||||||||||||||||
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| Additional |
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| Accumulated |
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Common Stock, | Common | Treasury | Paid-in | Other | Total | ||||||||||||||||
net of Treasury | Stock | Stock | (Distributed) | Retained | Comprehensive | Stockholders’ | |||||||||||||||
Shares |
| Amount |
| Amount | Capital |
| Earnings |
| Income (Loss) |
| Equity | ||||||||||
Balance at May 28, 2023 | | $ | | $ | ( | $ | ( | $ | |
| $ | ( | $ | | |||||||
Dividends declared, $ | — | — | — | — | ( | — | ( | ||||||||||||||
Common stock issued | | | — | ( | — | — | | ||||||||||||||
Stock-settled, stock-based compensation expense | — | — | — | | — | — | | ||||||||||||||
Repurchase of common stock and common stock withheld to cover taxes | ( | — | ( | — | — | — | ( | ||||||||||||||
Other | — | — | ( | | ( | — | ( | ||||||||||||||
Comprehensive income | — |
| — | — | — | | | | |||||||||||||
Balance at November 26, 2023 | | $ | | $ | ( | $ | ( | $ | | $ | | $ | | ||||||||
Balance at May 29, 2022 | | $ | | $ | ( | $ | ( | $ | | $ | ( | $ | | ||||||||
Dividends declared, $ | — | — | — | — | ( | — | ( | ||||||||||||||
Common stock issued | | | — | | — | — | | ||||||||||||||
Stock-settled, stock-based compensation expense | — | — | — | | — | — | | ||||||||||||||
Repurchase of common stock and common stock withheld to cover taxes | ( | — | ( | — | — | — | ( | ||||||||||||||
Other | — | — | — | | ( | — | | ||||||||||||||
Comprehensive income (loss) | — | — | — | — | | ( | | ||||||||||||||
Balance at November 27, 2022 | | $ | | $ | ( | $ | ( | $ | | $ | ( | $ | |
See Condensed Notes to Consolidated Financial Statements.
6
Lamb Weston Holdings, Inc.
Consolidated Statements of Cash Flows
(unaudited, in millions)
Twenty-Six Weeks Ended | ||||||
| November 26, |
| November 27, | |||
2023 | 2022 | |||||
Cash flows from operating activities | ||||||
Net income | $ | | $ | | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Depreciation and amortization of intangibles and debt issuance costs | | | ||||
Stock-settled, stock-based compensation expense | | | ||||
Equity method investment earnings in excess of distributions | ( | ( | ||||
Deferred income taxes | | ( | ||||
Foreign currency remeasurement gain | ( | ( | ||||
Other | ( | ( | ||||
Changes in operating assets and liabilities, net of acquisitions: | ||||||
Receivables | ( | ( | ||||
Inventories | ( | ( | ||||
Income taxes payable/receivable, net | | | ||||
Prepaid expenses and other current assets | | | ||||
Accounts payable | | | ||||
Accrued liabilities | ( | | ||||
Net cash provided by operating activities | $ | | $ | | ||
Cash flows from investing activities | ||||||
Additions to property, plant and equipment | ( | ( | ||||
Additions to other long-term assets | ( | ( | ||||
Acquisition of interests in joint venture, net | — | ( | ||||
Acquisition of business, net of cash acquired | ( | — | ||||
Other | | | ||||
Net cash used for investing activities | $ | ( | $ | ( | ||
Cash flows from financing activities | ||||||
Proceeds from short-term borrowings, net | | — | ||||
Proceeds from issuance of debt |
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Repayments of debt and financing obligations | ( | ( | ||||
Dividends paid | ( | ( | ||||
Repurchase of common stock and common stock withheld to cover taxes | ( | ( | ||||
Other | ( | | ||||
Net cash used for financing activities | $ | ( | $ | ( | ||
Effect of exchange rate changes on cash and cash equivalents | | | ||||
Net decrease in cash and cash equivalents |
| ( |
| ( | ||
Cash and cash equivalents, beginning of period | | | ||||
Cash and cash equivalents, end of period | $ | | $ | |
See Condensed Notes to Consolidated Financial Statements.
7
Lamb Weston Holdings, Inc.
Condensed Notes to Consolidated Financial Statements
(Unaudited)
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Lamb Weston Holdings, Inc. (“we,” “us,” “our,” the “Company,” or “Lamb Weston”) is a leading global producer, distributor, and marketer of value-added frozen potato products and is headquartered in Eagle, Idaho. Beginning in fiscal 2024, in connection with our recent acquisitions and to align with our expanded global footprint, we began managing our operations in
Basis of Presentation
The accompanying unaudited Consolidated Financial Statements present the financial results of Lamb Weston and its consolidated subsidiaries for the thirteen and twenty-six weeks ended November 26, 2023 and November 27, 2022, and have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”).
These consolidated financial statements are unaudited and include all adjustments that we consider necessary for a fair presentation of such financial statements and consist only of normal recurring adjustments. The preparation of financial statements involves the use of estimates and accruals. The actual results that we experience may differ materially from those estimates. Results for interim periods should not be considered indicative of results for our full fiscal year, which ends the last Sunday in May.
These financial statements and related condensed notes should be read together with the consolidated financial statements and notes in our Annual Report on Form 10-K for the fiscal year ended May 28, 2023 (the “Form 10-K”), where we include additional information on our critical accounting estimates, policies, and the methods and assumptions used in our estimates. We filed the Form 10-K with the Securities and Exchange Commission (“SEC”) on July 25, 2023.
Certain amounts from prior period consolidated financial statements have been reclassified to conform with current period presentation.
Accounting Pronouncements Not Yet Adopted
In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements: Codification Amendments in Response to the Securities and Exchange Commission’s Disclosure Update and Simplification Initiative. The amendments in this update modify the disclosure or presentation requirements of a variety of Topics in the Accounting Standards Codification (“ASC”) in response to the SEC’s Release No. 33-10532, Disclosure Update and Simplification Initiative, and align the ASC’s requirements with the SEC’s regulations. The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective. Early adoption is prohibited. We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements and related disclosures.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The ASU is effective for our Annual Report on Form 10-K for the fiscal year ending May 25, 2025, and subsequent interim periods, with early adoption permitted. We are evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.
8
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to enhance transparency and decision usefulness of income tax disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on a prospective basis, with early adoption permitted. We are evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.
There were no other accounting pronouncements recently issued that had or are expected to have a material impact on our consolidated financial statements.
2. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per common share for the periods presented:
Thirteen Weeks Ended | Twenty-Six Weeks Ended | |||||||||||
| November 26, |
| November 27, |
| November 26, |
| November 27, | |||||
(in millions, except per share amounts) | 2023 | 2022 | 2023 | 2022 | ||||||||
Numerator: |
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Net income | $ | | $ | | $ | | $ | | ||||
Denominator: |
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Basic weighted average common shares outstanding |
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Add: Dilutive effect of employee incentive plans (a) |
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Diluted weighted average common shares outstanding |
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Earnings per share: | ||||||||||||
Basic | $ | | $ | | $ | | $ | | ||||
Diluted | $ | | $ | | $ | | $ | |
(a) | Potential dilutive shares of common stock under employee incentive plans are determined by applying the treasury stock method to the assumed exercise of outstanding stock options and the assumed vesting of outstanding restricted stock units and performance awards. As of November 26, 2023, |
3. INCOME TAXES
Income tax expense for the thirteen and twenty-six weeks ended November 26, 2023 and November 27, 2022 was as follows:
Thirteen Weeks Ended | Twenty-Six Weeks Ended | |||||||||||
November 26, | November 27, | November 26, | November 27, | |||||||||
(in millions) |
| 2023 | 2022 | 2023 | 2022 | |||||||
Income before income taxes and equity method earnings | $ | | $ | | $ | | $ | | ||||
Equity method investment earnings (loss) | | ( | | | ||||||||
Income tax expense | | | | | ||||||||
Effective tax rate (a) |
(a) | The effective income tax rate is calculated as the ratio of income tax expense to pre-tax income, inclusive of equity method investment earnings. The effective tax rate varies from the U.S. statutory tax rate of |
Income Taxes Paid
Income taxes paid, net of refunds, were $
9
4. INVENTORIES
| November 26, | May 28, | ||||
(in millions) | 2023 |
| 2023 | |||
Raw materials and packaging | $ | |
| $ | | |
Finished goods |
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Supplies and other |
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Inventories | $ | |
| $ | |
5. PROPERTY, PLANT AND EQUIPMENT
The components of property, plant and equipment were as follows:
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| November 26, | May 28, | |||
(in millions) | 2023 |
| 2023 | |||
Land and land improvements | $ | | $ | | ||
Buildings, machinery and equipment |
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Furniture, fixtures, office equipment and other |
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Construction in progress |
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Property, plant and equipment, at cost |
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Less accumulated depreciation |
| ( |
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Property, plant and equipment, net | $ | | $ | |
Depreciation expense was $
Interest capitalized within construction in progress for the thirteen weeks ended November 26, 2023 and November 27, 2022, was $
6. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS
The following table presents changes in goodwill balances, by segment, for the twenty-six weeks ended November 26, 2023:
(in millions) |
| North America |
| International |
| Total | |||
Balance at May 28, 2023 (a) | $ | | $ | | $ | | |||
Acquisition | — | | | ||||||
Foreign currency translation adjustment | | |
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Balance at November 26, 2023 | $ | | $ | | $ | |
(a) | As a result of our change in segments, effective May 29, 2023, goodwill was reassigned to the North America and International segments based on relative fair value using a market-based approach. Before and after the reassignment of our goodwill, we completed impairment assessments and concluded there were no indications of impairment in our segments. See Note 12, Segments, for more information related to the change in segments. |
10
Other identifiable intangible assets were as follows:
November 26, 2023 | May 28, 2023 | |||||||||||||||||||||
| Weighted |
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Average | Gross | Average | Gross | |||||||||||||||||||
Useful Life | Carrying | Accumulated | Intangible | Useful Life | Carrying | Accumulated | Intangible | |||||||||||||||
(in millions, except useful lives) | (in years) | Amount | Amortization | Assets, Net | (in years) | Amount | Amortization | Assets, Net | ||||||||||||||
Non-amortizing intangible assets (a) |
| n/a | $ | |
| $ | — |
| $ | |
| n/a |
| $ | |
| $ | — |
| $ | | |
Amortizing intangible assets (b) |
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| ( |
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| $ | |
| $ | ( |
| $ | |
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| $ | |
| $ | ( |
| $ | |
(a) | Non-amortizing intangible assets represent brands and trademarks. |
(b) | Amortizing intangible assets are principally composed of licensing agreements, brands, and customer relationships. Amortization expense, including developed technology amortization expense, was $ |
7. OTHER ASSETS
The components of other assets were as follows: