J. M. Smucker(SJM) - 2024 Q4 - Annual Report

PART I Item 1. Business The company manufactures and markets branded food products, recently acquiring Hostess Brands and operating across four key retail segments - The J M Smucker Company was established in 1897 and incorporated in Ohio in 1921, operating principally in the manufacturing and marketing of branded food and beverage products worldwide, with the majority of sales in the U S[12] - On November 7, 2023, the company acquired Hostess Brands, Inc, a manufacturer and marketer of sweet baked goods, resulting in a new reportable segment: Sweet Baked Snacks[13] - The company's four reportable segments (U S Retail Coffee, U S Retail Frozen Handheld and Spreads, U S Retail Pet Foods, and Sweet Baked Snacks) comprised 85% of consolidated net sales in 2024[13] - Key divestitures in 2024 included the Canada condiment business (January 2, 2024) and Sahale Snacks business (November 1, 2023)[14] - The company is the branded market leader in coffee, dog snacks, peanut butter, frozen snacks and sandwiches, and fruit spreads categories in the U S, and in flour, fruit spreads, canned milk, and ice cream toppings in Canada[27] - Sales to Walmart Inc and subsidiaries accounted for 33% of net sales in 2024, and 34% in both 2023 and 2022, primarily within U S retail market segments[24] - The company employs almost 9,000 full-time employees worldwide and focuses on an inclusive and diverse environment, with goals to double representation of People of Color and increase women at senior levels by 2027[37][43] Net Sales from Divested Businesses (2022-2024) | Business Divested | 2024 Net Sales ($M) | 2023 Net Sales ($M) | 2022 Net Sales ($M) | | :---------------- | :------------------ | :------------------ | :------------------ | | Canada condiment | 43.8 | 61.6 | 62.7 | | Sahale Snacks | 24.1 | 48.4 | 47.4 | | Pet food brands | - | 1,500.0 | 1,400.0 | | Natural beverage and grains | - | - | 106.7 | | Private label dry pet food | - | - | 62.3 | Primary Brands and Competitors (as of April 30, 2024) | Our Primary Products | Our Primary Brands | Competing Brands | Competitors | | :--- | :--- | :--- | :--- | | U.S. Retail Coffee | Folgers, Café Bustelo, Dunkin' | Maxwell House, Yuban, McCafé, Cafe La Llave, Green Mountain Coffee, Donut Shop, Starbucks, Peet's Coffee & Tea, Eight O'Clock, Community Coffee, Gevalia | The Kraft Heinz Company, Various, Keurig Dr. Pepper, F. Gaviña & Sons, Inc., Nestlé S.A., JDE Peet's N.V., Tata Global Beverages Limited, Community Coffee Company | | U.S. Retail Frozen Handheld and Spreads | Jif, Smucker's, Smucker's Uncrustables | Skippy, Nutella, Peter Pan, Welch's, Bonne Maman, Hot Pockets, Totino's, El Monterrey | Hormel Foods Corporation, Ferrero SpA, Post Holdings, Inc., Welch Foods Inc., Andros Foods USA, Inc., Nestlé S.A., General Mills, Inc., Ruiz Foods, Various | | U.S. Retail Pet Foods | Meow Mix, Milk-Bone, Pup-Peroni, Canine Carry Outs | Cat Chow, Friskies, Kit & Kaboodle, Fancy Feast, Iams, Sheba, Beggin' Strips, Blue Buffalo, Nudges, Dentastix, Greenies | Nestlé Purina PetCare Company, Mars, Incorporated, General Mills, Inc., Various | | Sweet Baked Snacks | Hostess, Voortman | Little Debbie, Entenmann's | McKee Foods Corporation, Grupo Bimbo, S.A., Various, Flower Foods, Inc. | | International and Away From Home | Folgers, 1850, Café Bustelo, Smucker's, Jif, Smucker's Uncrustables, Robin Hood, Five Roses | Starbucks, Nescafé, Heinz, Welch's, Hot Of the Grill, Classic Delight, Tim Hortons, Maxwell House | Nestlé S.A., Société des Produits Nestlé S.A., Various, Diamond Crystal Brands, The Kraft Heinz Company, Integrated Food Service, Classic Delight Inc., Restaurant Brands International Inc. | Executive Officers (as of June 11, 2024) | Name | Age | Years with Company | Position | Served as an Officer Since | | :--- | :-- | :--- | :--- | :--- | | Mark Smucker | 54 | 26 | Chair of the Board, President, and CEO | 2001 | | John Brase | 56 | 4 | Chief Operating Officer | 2020 | | Jeannette Knudsen | 54 | 21 | Chief Legal Officer and Secretary | 2009 | | Tucker Marshall | 48 | 12 | Chief Financial Officer | 2020 | | Jill Penrose | 51 | 20 | Chief People and Corporate Services Officer | 2014 | Item 1A. Risk Factors The company faces macroeconomic, operational, financial, and regulatory risks, including acquisition integration and supply chain challenges - Deterioration of macroeconomic conditions (inflation, rising interest rates, supply chain challenges, geopolitical conflicts) can adversely affect consumer spending and demand for products[61] - The company may not realize anticipated benefits from the Hostess Brands acquisition due to integration complexities, diversion of management attention, and potential loss of key personnel or customers[63][64] - Inability to protect intellectual property (trademarks, patents, trade secrets) could harm brand value and affect sales and profitability[67] - Loss or interruption of supply from primary or single-source suppliers (e g, Keurig for K-Cup pods, JDE Peet's for liquid coffee, Graham Packaging for Folgers packaging) could disrupt business and adversely affect results[70] - Production disruptions at single manufacturing sites (e g, coffee in New Orleans, Milk-Bone dog snacks, Voortman cookies, fruit spreads) could reduce product availability[71] - The success of the business depends substantially on consumer perceptions of its brands; negative publicity or product safety concerns could diminish brand value[75] - The food industry is subject to risks like food spoilage, contamination, product tampering, mislabeling, and recalls (e g, May 2022 Jif peanut butter recall due to salmonella)[82][83] - Sales to Walmart Inc and subsidiaries accounted for 33% of net sales in 2024, and a reduction in sales to major customers could materially affect results[85] - Commodity price volatility (green coffee, peanuts, oils, flour, sugar, fruit) and increased logistics costs can adversely impact results, despite hedging efforts[93][95] - Substantial debt obligations ($8.4 billion as of April 30, 2024) could restrict operations and financial condition, limiting flexibility for future expansion[101] - A material impairment in the carrying value of goodwill or other intangible assets ($14.9 billion at April 30, 2024) could negatively affect operating results and net worth, especially for the Sweet Baked Snacks segment where fair value narrowly exceeds carrying value[104][107][108] - Changes in tax, environmental, or other regulations, or failure to comply with existing laws, could have a material adverse effect on financial condition[116][117] - Risks associated with climate change, including impacts on agricultural productivity, water/energy availability, and increased regulatory costs, may negatively affect the business[123][124] - Failure of IT systems or cybersecurity incidents could disrupt operations and lead to financial damage or loss of information[128][129] Item 1B. Unresolved Staff Comments There are no unresolved staff comments Item 1C. Cybersecurity The company maintains a robust cybersecurity program with Board oversight and has experienced no significant incidents in 2024 - The company has a comprehensive cybersecurity program aligned with NIST Cybersecurity Framework standards for risk management and mitigation[134][135] - The Board of Directors oversees cybersecurity, with the Audit Committee receiving quarterly updates and conducting annual reviews[139] - All executive officers and global workforce receive ongoing cybersecurity training, including annual information security training and phishing simulations[140] - No significant cybersecurity incidents were encountered during the year ended April 30, 2024[138] Item 2. Properties The company owns and leases sufficient manufacturing and distribution facilities, with a new plant under construction in Alabama - The company owns all listed manufacturing and processing facilities, except for a leased Burlington, Ontario facility and a coffee silo facility in New Orleans[143] - Principal distribution centers in the U S include one owned and seven leased facilities, all in good condition with sufficient capacity[142] - A new manufacturing facility and distribution center in McCalla, Alabama, for Smucker's Uncrustables frozen sandwiches, began construction in 2022 with production expected to start in 2025[145] Manufacturing and Processing Facilities (as of April 30, 2024) | Locations | Products Produced/Processed/Stored | Primary Reportable Segment | | :--- | :--- | :--- | | Arkadelphia, Arkansas | Sweet baked goods | Sweet Baked Snacks | | Buffalo, New York | Dog snacks | U.S. Retail Pet Foods | | Burlington, Ontario (Leased) | Cookies | Sweet Baked Snacks | | Chicago, Illinois | Sweet baked goods | Sweet Baked Snacks | | Columbus, Georgia | Sweet baked goods | Sweet Baked Snacks | | Decatur, Alabama | Dry dog and cat food | U.S. Retail Pet Foods | | Emporia, Kansas | Sweet baked goods | Sweet Baked Snacks | | Grandview, Washington | Fruit | U.S. Retail Frozen Handheld and Spreads | | Indianapolis, Indiana | Sweet baked goods | Sweet Baked Snacks | | Lexington, Kentucky | Peanut butter | U.S. Retail Frozen Handheld and Spreads | | Longmont, Colorado | Frozen sandwiches | U.S. Retail Frozen Handheld and Spreads | | McCalla, Alabama | Frozen sandwiches | U.S. Retail Frozen Handheld and Spreads | | Memphis, Tennessee | Peanut butter and fruit spreads | U.S. Retail Frozen Handheld and Spreads | | New Bethlehem, Pennsylvania | Peanut butter and combination peanut butter and jelly products | U.S. Retail Frozen Handheld and Spreads | | New Orleans, Louisiana (4 facilities, 1 leased) | Coffee | U.S. Retail Coffee | | Orrville, Ohio | Fruit spreads, toppings, and syrups | U.S. Retail Frozen Handheld and Spreads | | Oxnard, California | Fruit | U.S. Retail Frozen Handheld and Spreads | | Scottsville, Kentucky | Frozen sandwiches | U.S. Retail Frozen Handheld and Spreads | | Sherbrooke, Quebec | Canned milk | Other | | Topeka, Kansas | Dry dog and cat food and dog and cat snacks | U.S. Retail Pet Foods | Item 3. Legal Proceedings Information on legal proceedings is incorporated by reference to Note 16: Contingencies in Part II, Item 8 Item 4. Mine Safety Disclosures This item is not applicable to the company PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's common stock (SJM) is traded on the NYSE, with ongoing share repurchase activity under Board authorization - Common shares are listed on the New York Stock Exchange (SJM) As of June 11, 2024, 106,195,350 common shares were issued and outstanding[5][147] - As of April 30, 2024, approximately 1.1 million common shares remained available for repurchase under Board authorizations[150] Issuer Purchases of Equity Securities (Q4 2024) | Period | Total number of shares purchased | Average price paid per share ($) | | :--- | :--- | :--- | | February 1, 2024 - February 29, 2024 | — | — | | March 1, 2024 - March 31, 2024 | — | — | | April 1, 2024 - April 30, 2024 | 1,842 | 121.73 | | Total | 1,842 | 121.73 | Cumulative Total Shareholder Return (April 30, 2019 - April 30, 2024) | Index / Company | 2019 ($) | 2020 ($) | 2021 ($) | 2022 ($) | 2023 ($) | 2024 ($) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | The J. M. Smucker Company | 100.00 | 96.65 | 113.65 | 122.32 | 141.90 | 108.97 | | S&P Packaged Foods & Meats | 100.00 | 105.09 | 123.57 | 139.07 | 154.93 | 137.40 | | S&P 500 | 100.00 | 100.86 | 147.24 | 147.56 | 151.49 | 185.82 | Item 6. [Reserved] This item is reserved and contains no information Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations FY2024 performance reflects the Hostess acquisition and prior-year divestitures, with lower net sales but higher operating income - Net sales decreased by $350.5 million (4%) in 2024, primarily due to $1,565.5 million of noncomparable net sales in the prior year from divestitures, partially offset by $637.3 million from the Hostess Brands acquisition[172] - Net sales excluding acquisition, divestitures, and foreign currency exchange increased by $584.5 million (8%), driven by favorable volume/mix (5 percentage points) and higher net price realization (3 percentage points)[172] - Operating income increased by $1,148.3 million, primarily due to lapping the $1.0 billion pre-tax loss from the pet food brands divestiture in 2023 and an increase in gross profit[176] - Net interest expense increased by $112.3 million (74%) in 2024, mainly due to increased interest expense from new Senior Notes and Term Loan issued to finance the Hostess Brands acquisition[179] - Total cash and cash equivalents decreased to $62.0 million at April 30, 2024, from $655.8 million at April 30, 2023[199] - Cash used for investing activities in 2024 primarily included $3.9 billion for the Hostess Brands acquisition and $586.5 million in capital expenditures[203] - Cash provided by financing activities in 2024 included $4.3 billion from long-term debt and a $578.2 million net increase in short-term borrowings, partially offset by debt repayments and dividend payments[205] Key Financial Highlights (Year Ended April 30, 2024 vs. 2023) | Metric | 2024 ($M) | 2023 ($M) | % Increase (Decrease) | | :--- | :--- | :--- | :--- | | Net sales | 8,178.7 | 8,529.2 | (4)% | | Gross profit | 3,115.4 | 2,801.8 | 11% | | % of net sales (Gross profit) | 38.1% | 32.8% | +5.3 pp | | Operating income | 1,305.8 | 157.5 | n/m | | % of net sales (Operating income) | 16.0% | 1.8% | +14.2 pp | | Net income (loss) | 744.0 | (91.3) | n/m | | Net income (loss) per common share – assuming dilution | 7.13 | (0.86) | n/m | | Adjusted gross profit (Non-GAAP) | 3,111.6 | 2,829.6 | 10% | | % of net sales (Adjusted gross profit) | 38.0% | 33.2% | +4.8 pp | | Adjusted operating income (Non-GAAP) | 1,636.2 | 1,415.4 | 16% | | % of net sales (Adjusted operating income) | 20.0% | 16.6% | +3.4 pp | | Adjusted income (Non-GAAP) | 1,038.0 | 950.8 | 9% | | Adjusted earnings per share – assuming dilution (Non-GAAP) | 9.94 | 8.92 | 11% | Selected Cash Flow Information (Year Ended April 30, 2024 vs. 2023) | Metric | 2024 ($M) | 2023 ($M) | | :--- | :--- | :--- | | Net cash provided by operating activities | 1,229.4 | 1,194.4 | | Net cash provided by (used for) investing activities | (3,964.6) | 256.2 | | Net cash provided by (used for) financing activities | 2,141.6 | (964.6) | | Free cash flow (Non-GAAP) | 642.9 | 717.0 | Item 7A. Quantitative and Qualitative Disclosures About Market Risk The company is exposed to interest rate, commodity price, and foreign currency risks, which are managed using derivative instruments - The company is exposed to market risks from changes in interest rates, commodity prices, and foreign currency exchange rates[261] - Derivative instruments are used to manage interest rate risk, with some designated as cash flow hedges and others as fair value hedges[263] - A hypothetical 100 basis-point decrease in interest rates at April 30, 2024, would increase the fair value of long-term debt by $607.2 million[267] - Commodity derivatives are used to manage price volatility for raw materials (green coffee, soybean meal, wheat, corn, edible oils) and energy costs, but do not qualify for hedge accounting[268] - Foreign currency derivatives manage exchange rate fluctuations, primarily for Canadian currency, with contracts generally maturing in less than one year A hypothetical 10% change in exchange rates would not materially impact fair value[273] - Revenues from customers outside the U S represented 5% of consolidated net sales in 2024[274] Commodity Price Risk Sensitivity (Hypothetical 10% Change in Market Prices) | Year Ended April 30, | High ($M) | Low ($M) | Average ($M) | | :--- | :--- | :--- | :--- | | 2024 | 26.0 | (4.0) | 12.8 | | 2023 | 53.9 | 21.6 | 39.7 | Item 8. Financial Statements and Supplementary Data This section presents the audited consolidated financial statements, supplementary data, and reports from management and auditors - Management concluded that internal control over financial reporting was effective as of April 30, 2024, excluding Hostess Brands operations (31% of total assets, 8% of net sales, 6% of operating income)[282] - Ernst & Young LLP issued an unqualified opinion on the consolidated financial statements and the effectiveness of internal control over financial reporting as of April 30, 2024[285][294][295] - A critical audit matter identified was the purchase price allocation for the Hostess Brands acquisition, due to significant estimation required for indefinite-lived intangible assets and customer relationship assets[299] - Goodwill increased to $7,649.9 million at April 30, 2024 (from $5,216.9 million in 2023), primarily due to the Hostess Brands acquisition ($2,447.2 million)[314][412] - Other intangible assets – net increased to $7,255.4 million at April 30, 2024 (from $4,429.3 million in 2023), with $3,038.6 million from the Hostess Brands acquisition[314][374] - Total long-term debt increased to $7,773.0 million at April 30, 2024 (from $4,314.2 million in 2023), reflecting new Senior Notes and Term Loan for the Hostess Brands acquisition[314][420] - The company's defined benefit pension plans had a funded status deficit of $62.9 million at April 30, 2024 (vs $53.8 million in 2023)[437] - The company participates in one multi-employer pension plan (Bakery and Confectionery Union and Industry International Pension Fund) which was in 'Red Zone' status in 2023 with a 48.50% funding status[450][452] - Unrecognized tax benefits were $4.6 million at April 30, 2024, with a potential decrease of $1.6 million within the next 12 months due to statute of limitations expirations[518] Consolidated Balance Sheets Summary (as of April 30, 2024 vs. 2023) | Asset/Liability/Equity | 2024 ($M) | 2023 ($M) | | :--- | :--- | :--- | | Total Current Assets | 1,966.9 | 2,858.7 | | Total Property, Plant, and Equipment | 3,072.7 | 2,239.5 | | Goodwill | 7,649.9 | 5,216.9 | | Other intangible assets – net | 7,255.4 | 4,429.3 | | Total Assets | 20,273.7 | 14,991.4 | | Total Current Liabilities | 3,761.1 | 1,986.7 | | Total Noncurrent Liabilities | 8,818.7 | 5,713.9 | | Total Liabilities | 12,579.8 | 7,700.6 | | Total Shareholders' Equity | 7,693.9 | 7,290.8 | Consolidated Cash Flows Summary (Year Ended April 30, 2024 vs. 2023 vs. 2022) | Activity | 2024 ($M) | 2023 ($M) | 2022 ($M) | | :--- | :--- | :--- | :--- | | Net Cash Provided by (Used for) Operating Activities | 1,229.4 | 1,194.4 | 1,136.3 | | Net Cash Provided by (Used for) Investing Activities | (3,964.6) | 256.2 | (355.5) | | Net Cash Provided by (Used for) Financing Activities | 2,141.6 | (964.6) | (944.5) | | Net increase (decrease) in cash and cash equivalents | (593.8) | 485.9 | (164.4) | | Cash and Cash Equivalents at End of Year | 62.0 | 655.8 | 169.9 | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures There were no changes in or disagreements with accountants on accounting and financial disclosures Item 9A. Controls and Procedures Disclosure controls and procedures were deemed effective as of April 30, 2024, excluding the newly acquired Hostess Brands - Disclosure controls and procedures were effective as of April 30, 2024[536] - No material changes in internal control over financial reporting occurred in Q4 2024, except for the exclusion of Hostess Brands operations from the assessment[537][538] - Hostess Brands operations, representing $6,267.1 million of total assets, $637.3 million of net sales, and $73.4 million of operating income, will be included in the internal control assessment as of April 30, 2025[538] Item 9B. Other Information No directors or Section 16 officers adopted or terminated Rule 10b5-1 trading arrangements during the fiscal year - No director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements during 2024[540] PART III Item 10. Directors, Executive Officers and Corporate Governance Information regarding directors, officers, and corporate governance is incorporated by reference from the Proxy Statement - Information on directors, executive officers, corporate governance, Audit Committee, and Section 16(a) compliance is incorporated by reference from the definitive Proxy Statement[542] - The Board has adopted a Code of Conduct (last revised April 2022) applicable to directors and key officers, and charters for its Audit, Compensation and People, and Nominating, Governance, and Corporate Responsibility Committees[544] Item 11. Executive Compensation Information regarding executive compensation is incorporated by reference from the definitive Proxy Statement - Executive compensation information is incorporated by reference from the definitive Proxy Statement for the Annual Meeting of Shareholders[545] Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information on security ownership and equity compensation plans is incorporated by reference from the Proxy Statement - Information on security ownership and equity compensation plans is incorporated by reference from the definitive Proxy Statement for the Annual Meeting of Shareholders[546] Item 13. Certain Relationships and Related Transactions, and Director Independence Information on related transactions and director independence is incorporated by reference from the Proxy Statement - Information on certain relationships, related transactions, and director independence is incorporated by reference from the definitive Proxy Statement for the Annual Meeting of Shareholders[547] Item 14. Principal Accountant Fees and Services Information on accountant fees and Audit Committee pre-approval policies is incorporated by reference from the Proxy Statement - Information on principal accountant fees and services and Audit Committee pre-approval policies is incorporated by reference from the definitive Proxy Statement for the Annual Meeting of Shareholders[548] PART IV Item 15. Exhibits and Financial Statement Schedules This section lists the financial statements, supplementary data, and all exhibits filed with the Annual Report on Form 10-K - Financial statements and supplementary data are included as per the Index to Financial Statements on page 48[549] - Financial statement schedules are omitted because they are not applicable or the information is already provided in the Consolidated Financial Statements or notes[549] - A comprehensive list of exhibits, including merger agreements, articles of incorporation, various compensation plans, credit agreements, and certifications, is provided[550][551][552] Signatures The Annual Report was signed on June 18, 2024, by the company's principal officers and a majority of its directors - The report was signed on June 18, 2024, by Tucker H Marshall (Chief Financial Officer) and other officers and directors, including Mark T Smucker (Chair of the Board, President, and CEO)[556][557]