TreeHouse Foods Inc (THS) 2015 Q4 法說會逐字稿

Good day and welcome to the TreeHouse Foods fourth-quarter 2015 conference call. Today's conference is being recorded. At this time I would like to turn the conference over to TreeHouse Foods for the reading of the Safe Harbor statement. Please go ahead.

Good morning, this conference call may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements include all statements that do not relate solely to historical or current facts and can generally be identified by the use of words such as guidance, may, should, could, expects, seeks to, anticipates, plans, believes, estimates, approximately, nearly, intends, predicts, projects, potential, promises or continue, or the negative of such terms and other comparable terminology.

These statements are only predictions. The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties and other factors that may cause the Company or its industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievement expressed or implied by these forward-looking statements.

TreeHouse's Form 10-K for the period ended December 31, 2014 and other filings with the SEC discuss some of the risk factors that could contribute to these differences. You are cautioned not to unduly rely on such forward-looking statements which speak only as of the date made when evaluating the information presented during this conference call.

The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in expectations with regard thereto or any other change in events, conditions or circumstances on which any statement is based.

For the purpose of our discussion today statements such as Private Brands, or the Private Brands Business, refer to the TreeHouse Private Brands business. Private label, on the other hand, refers to the customer and corporate brand industry. At this time like to turn the call over to the Chairman, President and Chief Executive Officer of TreeHouse Foods, Mr. Sam K. Reed.

Thank you PI. Good morning, all, and welcome back this time for a second decade of strategic growth to our TreeHouse. Dennis and I will conduct an open house tour for you today of our private label residence, now 10 times its original expanse.

In looking back the past year has been one of extraordinary strategic progress paired with inconsistent financial results. Amidst the headlines of branded abdication and single serve coffee and collapse of the Canadian loonie we managed to finish the year strongly as both coffee and snacks showed late signs of recovery and new growth.

Our legacy center of store portfolio, the cash flow engine that drives our ongoing expansion, continued even in a stagnant market to increase gross margins and to gain market share. TreeHouse and the former Ralcorp are now one, housed together under the canopy of our [Silvan] Home.

Our union has established an industry leader the likes of which private label food and beverage has never seen before. Not only are we now bigger, approaching $7 billion in revenues, but we will also be better, bringing unmatched capabilities and resources to fulfill our value without compromise pledge to all.

Our steadfast commitment to our private label customers, their brands and consumers defines the essence of our newly joined enterprise and its eventual transformation to seasoned industry leadership.

In the seven business days since closing the deal its reception by the private label community has been overwhelmingly positive. Our customers welcome the return to a singular focus on their house brands after an interlude complicated by commingling with national brands.

Our suppliers understand the value of collaboration on our broader range of food processing technologies. Our employees share a mutual belief in our uncommon vision, mission and values.

Lastly, our investors and bondholders recognize the financial possibilities inherent in our strategic pursuit of the ultimate potential of customer brands and custom products in a dynamic evolving marketplace.

The integration of Private Brands foreshadowed by the alignment of our operating Company into four consumer-based categories, beverages, condiments, meals and snacks, all going through our three channels of distribution. With this head start we not only won the auction for our strategic rival, but also did so with great confidence that we could redefine the course of private label for years to come.

All early indications point to an integration process which will graph the private brands carve-out onto the main trunk of our TreeHouse generating synergies, expanding margins and opening new business. Dennis will now resume our open house tour with a look back at recent events and an overview of the year to come. Dennis?

Thanks, Sam. In light of the large transformation we have begun with the closing of the private brands acquisition from ConAgra, I will spend most of my time talking about the outlook for 2016 rather than the details of our fourth-quarter 2015 results. However, before I get into plans for next year, I want to highlight some key points of the fourth quarter. I believe we are starting to see positive momentum that we will build upon in the coming year.

First, we had a solid fourth quarter at Flagstone Foods. Retail volumes were up 4% in a difficult environment and margins improved 80 basis points. And importantly, we are seeing distribution gains that should result in another year of healthy year-over-year sales growth.

Second, our coffee program continues to recover from the challenges we experienced early in 2015 due to lost distribution. Retail volumes in the fourth quarter were up 15% compared to the fourth quarter of 2014, although year-over-year pricing in single serve beverages resulted in retail sales showing a marginal increase from the year before.

On a positive note we are seeing signs and measure channel data that single serve coffee prices are leveling out and that would bode well for 2016 full-year comparisons. Also, although fourth-quarter brewer sales were relatively flat compared to the year before, data suggest that brewer penetration in households continues to increase. That should result in continued market growth for single serve beverages.

In fact, our retail single serve shipments in January 2016 were nearly 12% higher compared to the year before. For the first time in quite a few quarters we can now say that our single serve coffee program should be a tailwind, rather than a headwind, going into 2016.

Third, our operating teams continue to make progress in driving manufacturing and distribution synergies through our simplification programs. Margins in our legacy business increased nearly 150 basis points despite slightly lower volumes. So although we had a total Company sales decline of 4.2%, we were able to increase our margins.

Finally, as I look at operating costs, we finished the fourth quarter of 2015 with reported costs of $105.5 million compared to $104 million last year. However, these figures include various items, as highlighted in our press release this morning. Excluding acquisition and integration-related expenses, our operating expenses would have been $99.2 million in the fourth quarter of 2015 compared to $102.9 million in 2014.

Both years resulted in adjusted operating costs of just under 11.5% of net sales. However, those run rates are artificially low because in both years we reduced our annual incentive compensation payouts in light of the lower than planned operating results for those periods. Our expectation is that 2016 will have higher operating costs as a percent of sales for our legacy business as incentive compensation levels get reset for the new budgetary year.

In total, our net income for the fourth quarter finished at $0.85 per fully diluted share compared to $0.78 in the prior year. After adjusting for the items that are detailed in this morning's earnings release, our adjusted earnings per fully diluted share in the fourth quarter was $1.08, a 9.1% improvement over the same period last year.

The $1.08 in adjusted earnings per share came in about $0.05 better than our preannounced earnings estimate as we were too conservative with our estimate of the cost of certain tax matters. Our final tax rate for the quarter finished at 35.1% compared to our early estimate of 39.8%.

Moving ahead to the outlook for 2016, we have a lot going on with the addition of the Private Brands business, so I will try to give a few extra details so everyone can get their models aligned with our thinking.

First, consolidated sales for 2016 should be between $6.3 billion and $6.5 billion. Nearly all of the increase in revenue will come from having the Private Brands Business in our results for 11 months. As a reminder, we closed on the Private Brands transaction on February 1.

Legacy sales are expected to be relatively flat in 2016 as small gains in volume will be offset due to foreign currency and lower sales dollars in some of our industrial contracts that have pass-through cost provisions. The Private Brands Business is expected to generate approximately $3.1 billion to $3.2 billion in sales for the 11 months.

In terms of key legacy product categories, we expect to see a nearly double-digit increase in year-over-year sales of single serve beverages as we lap distribution losses incurred in 2014 and realize sales from accounts we regained over the back half of 2015.

We expect marginal increases in most other categories with the exception of nondairy creamers. Many of our industrial customers of NDC products have pass-through clauses that could result in lower selling prices depending on future input cost changes. For the Private Brands business we are estimating that in total sales for 2016 will have a slight decline as we begin the process of reinvigorating products with more on trend formulations and ingredients.

Plus, our opportunity to meaningfully increase distribution will not be realized for 18 to 24 months. This is due to the usual cycle of activity in private label and is consistent with our past experience when buying private-label companies. The first year after acquisition is spent establishing new sales programs with the goal that we are successful in the following year. That, along with the seasonality of many of our products, causes the nearly two year time period for significant sales realization from new customers.

Gross margins for the combined business will be approximately 20%, just slightly lower than the actual TreeHouse margins for 2015. We will continue to realize margin (technical difficulty) improvements through operating efficiencies at both Private Brands and legacy TreeHouse, but the mix of lower margins from the Private Brands Business will more than offset the margin improvements we are expecting from our legacy product categories.

In regard to exchange rates, we are forecasting the Canadian dollar to average CAD0.72 to 1 US dollar, resulting in an approximately $0.09 per fully diluted share headwind in 2016. We estimate each CAD penny change in the foreign exchange rate will have an effect of about $0.015 in earnings.

Last year unfavorable Canadian exchange negatively impacted earnings by about $0.38 per share, or about $0.03 for CAD penny change in the exchange rate. But the new Private Brands Business will have a counter effect based on their Canadian cash flows partially offsetting legacy cash flows.

In terms of operating expenses, we expect selling, general and administrative and amortization expense, excluding stock compensation costs, to run between 13.5% and 13.7% of net sales. This is quite a bit higher than our actual rate in 2015 adjusted for items outlined in this morning's press release of 11.5%. The increase is due to the reset of incentive compensation costs for legacy businesses and the higher cost of running Private Brands under a transition services agreement, or TSA, while also ramping up internal capabilities.

In regard to the TSA, this agreement covers normal operating activities such as information systems, customer service, billing and collection and other key activities that need to be handled by ConAgra until we physically establish our own IT system and business support systems. The TSA will be in place for up to 24 months, allowing us time to make a smooth transition into our own back-office support functions.

To expedite the transition we've hired approximately 280 ConAgra employees who will remain in Omaha. We decided this was the most efficient and seamless approach towards business integration and provides a transparent approach to handling our existing customer relationships. Since these functions were included in the original TSA agreement, we are merely transferring these costs from the TSA to direct support, so there was no negative financial affect from this decision.

In addition to the TSA we will have higher costs associated with training and development as we welcome over 9,000 new employees and 32 manufacturing locations to the TreeHouse family. These costs should begin to moderate in 2017 and beyond.

Our net interest expense for next year is forecasted between $108 million and $112 million to reflect the new debt associated with the Private Brands acquisition and higher average interest rates.

Our effective tax rate for 2016 is expected to be between 35% and 36%, reflecting an increase in US sourced income at higher tax rates. Our Canadian sourced income will be relatively lower as Private Brands is much more weighted towards US sales and unfavorable currency rates will likely reduce our reported income in Canada. Otherwise we are not expecting significant changes to statutory rates.

To further refine your models we do have a variety of non-cash items to consider in your EBITDA estimates. First, depreciation is expected to be between $173 million and $177 million for the total Company. Also amortization expense should increase to a range of $108 million to $112 million.

We are using our best estimates at this time because the full valuation of assets and intangibles has not been completed. And likely will not be fully complete and reviewed by our external auditors until we report first-quarter earnings. So these estimates are subject to change but should not affect our EBITDA or actual cash flow.

Also affecting cash flow will be capital expenditures. We estimate that our full-year capital spending will be in a range of $210 million to $220 million. This is very consistent with our prior spending rate and is a reflection of the good quality of manufacturing assets that we acquired with Private Brands. Our stock compensation expenses will increase from $23 million in 2015 to a range of $36 million to $37 million in 2016 to reflect the increase in participants.

Now I will walk you through our capital structure to make sure everyone is on the same page with our new debt and equity financing. First, we finished 2015 with a revolving loan balance of $353 million and bank term loans of $295.5 million and $190 million that collectively have a current average floating interest rate of approximately 2.5%. We also had $400 million in long-term debt at a fixed 4.875% interest rate. All of those components are still outstanding.

Since 2015's year end we've added $1.025 billion in new bank debt with floating interest of about 2.7% and a new high-yield bond offering totaling $775 million at 6% fixed interest. While we've increased our facilities to partially pay for the Private Brands acquisition, you can see that we've taken advantage of very attractive interest rates.

And the final financing activity was the issuance of new equity. We used proceeds from the issuance of nearly 13.3 million shares after considering the Greenshoe upsizing to complete the acquisition financing. As a result of the equity issuance we will have average outstanding shares for all of 2016 of approximately 56.7 million shares for EPS purposes. Our first-quarter results will have a prorated amount of shares as the issuance date was January 26.

For TreeHouse total Company we are reconfirming that we expect full-year earnings per fully diluted share to be in the range of $2.95 to $3.10. One thing to keep in mind is that on a go forward basis we will not be able to differentiate between legacy EPS and Private Brands EPS. This is because we cannot allocate debt, interest expense or incremental shares to the businesses because many business activities, like billing and collection, become commingled after an acquisition is closed. So our future EPS reporting will only be on a consolidated basis.

Now in addition to the full-year numbers we want to give you our thoughts on the first-quarter results. We closed Private Brands acquisition on February 1, so we will have two months of their results in our first-quarter earnings. As many of you know, the first quarter is traditionally the low point in our earnings cycle due to the seasonality of our product portfolio and the Private Brands Business will not change that.

In fact, they tend to be even more seasonal towards winter season and, in particular, the holiday season encompassed by our fourth quarter. As a result our sales will be low in the first quarter compared to the rest of the year. Right now we are expecting our seasonal net sales to be close to 20% of full-year expectation in the first quarter, 25% in the second quarter, 25% in the third quarter and about 30% in the fourth quarter.

From a profitability standpoint, we should see better profits in the back half of the year due to both product mix and the beginning of efficiency savings from purchasing and distribution programs.

In regard to our expectations for the first-quarter earnings, we expect our earnings per fully diluted share to be in the range of 30 (technical difficulty) $0.38 to $0.43 as the sales mix and cost (technical difficulty) [duplication] from the acquisition are more weighted to the early part of the year. We will provide earnings guidance for quarters two, three and four as we progress through the year.

As you can imagine, with a transformative acquisition like Private Brands, there are a lot of moving parts and we want to be sure we get the cadence of sales and earnings right before we provide specific quarterly guidance for the rest of the year. I will now turn it back to Sam.

Thanks, Dennis. I will conclude our prepared remarks with my thoughts, after a decade in private label, of what it is that will drive our TreeHouse ever forward over the next decade. Our investment thesis embodies four key tenets. First, the Private Brands acquisition is in the natural order of things, combining the former number one and number two thus presenting an extraordinary array of opportunities that only a TreeHouse devoted to private label can fully capture.

Second, after a short hiatus dedicated to deleveraging and integrating we will return to the M&A arena looking over a broad horizon extending far beyond our legacy portfolio and armed with greater capability, experience and insights.

Next, acquisition synergies, operational simplification, supply chain rationalization and organizational integration will return our operating units to a steady progression of annual margin expansion.

Lastly, the very essence of our being is the fulfillment of our TreeHouse private-label promise as the means of engaging our customers and their consumers as no other has, can or will.

Our unique approach goes beyond industry standards of transparency and partnership in that it is based upon our all embracing commitment to customer intimacy. It requires not only that we put the interest of our customers first, but also that we align ourselves institutionally to the ongoing betterment of their house brand programs.

In doing so we will strengthen customer relationships based upon an array of strategic insights, proprietary products and tailored services that cannot be replicated by any other competitor. This unique proposition will not only define our emerging industry leadership, but also transform our enterprise into an engine for sustained strategic growth and well-being in concert with our grocery, food service and industrial customers.

As we open the phone lines for Q&A, we are joined by Chris Sliva, President of our legacy operating Company, and an architect of our go-to-market plans linking categories, customers and consumers within a unified strategic construct. Mike, you may now open the lines for Q&A.

(Operator Instructions). David Driscoll, Citi.

Congratulations on concluding the deal. I would just like to ask kind of two questions regarding this. So, in 2018, in year three of the deal, I believe the accretion that you laid out at the time of the transaction announcement was $1.50 to $1.65, Dennis. Is that still the expected accretion following all the financing events?

And can you comment specifically on the TSA in terms of -- I think it was like a $50 million expense in the first year, declining in the second year to eventually zero? You made some comment in your script about this, but can you just -- is there any numbers you can give us on that?

Okay, let me, first one, on the guidance going out and the accretion opportunity is every bit what we expected. And if anything, I think you noted the last call, Sam and I in particular used the words of conservative and our confidence and that has not wavered at all.

What we are finding is the teams are really doing well with the integration activities, the Private Brands teams have really rallied together very nicely and frankly it isn't better stead than we thought. And it is really a good management team.

In terms of the TSA, the original cost is $50 million, that is what starts year one. We are progressing very nicely and our goal is to get off that as soon as possible, we have two years to go. As we hired the people in Omaha that I just mentioned, that's a direct reduction of the $50 million gross value of the TSA. Obviously it goes on to our payroll, so the net is really a transfer.

But we think we are going to be able to maybe make a little more progress than we originally thought. Our IT teams have got some fantastic plans. We've talked about Rachel Bishop is heading up the integration and things are moving along I think better than what we had expected going into it.

It is still a big job and a lot of work, David, but we are on track and we will be off that in two years. A lot of those costs will transfer to our P&L, but by year 17 we will start to see net savings as we come off that.

Terrific stuff. Thank you so much; I will pass it along.

Farha Aslam, Stephens Inc.

A question following David's question on the TSA. Is there some key milestone that you are targeting that we can watch just to kind of gauge your progress on the acquisition?

Yes, that is a good question. I don't think there is something that externally will be watched. The progress is going to be measured by our ability to move off four to five different sub operating systems that this business was on. It wasn't fully consolidated and we're going to be knocking those off as we go. And I think what we will do is provide you with our best updates on these earnings calls as we go through the process.

I don't expect to be able to give you exact quantified numbers, but I think we will be able to give you a good sense of our progress. We actually, with our teams, have mapped out month by month all the way through the 24 months as to when things move, when they get transferred to us, when customers move over, when factories get converted. So, we have got a really detailed plan. And I think we will be able to provide general updates on a quarterly basis.

Great. And just as a follow-up, clearly you have just had the business for a short amount of time. But you have highlighted that you found the plants in good shape. Could you share with us any thoughts on the product line and manufacturing network that you've purchased now that you have had an insider's look?

Good morning, Farha, it is Sam. Our earliest observations are really three. First of all that the physical assets that support the supply chain are really very fine. There had been substantial investment made in these over the last several years.

Secondly, and I will talk about the management team -- we are very pleased with not only the 11 that we agreed to bring in on a contractual basis. But in the course of the planning of the integration, Rachel Bishop and her team have met with and visited these plants and people and we have a very fine team that are happy to be a part of our private label enterprise here.

Lastly with regard to the product lines, I will offer two observations. First, there are several new product categories coming into the portfolio here. And in those categories the Private Brands or the former Ralcorp in many -- in most instances are category leaders with very fine established positions. They have for the most part focused on national brand equivalents and have established themselves there.

The opportunity for us going forward is to, in those businesses, just as we have under Chris Sliva's leadership at Bay Valley Foods, looked to the premium, better for you, organic value added products as a place for growth. And Dennis, if you would, remind me -- the growth in that sector recently has been at what rate?

Our volumes are in the range of 40% increase when we look at the categories that are the natural, better for you and organic far outpace -- pacing all the other product categories we sell.

Great, that is helpful. Thank you.

Evan Morris, Bank of America.

Dennis, I guess this question is maybe for you. Now that you gave more detailed guidance for the year and for the first quarter, if you could just talk a little bit more detail about I guess how the year unfolds from a synergy standpoint, what you are going to capture, when some of these contracts roll off.

I guess really just trying to understand if -- as you try to put these businesses together it is a big undertaking, as Sam mentioned. How much cushion is built in? How much synergy is built into the first year? Just trying to sort of understand how it unfolds in that regard.

Well, I can't give out specific numbers. But the reality is as you move into these businesses on day one it is a separate business, and it is being operated that way because the systems are separate and the teams are all independent. So the synergy opportunity most immediately is going to be in the purchasing side, leveraging our distribution and freight lines, and that doesn't happen overnight.

You have got to unwind existing purchase agreements and start shifting things over. Sometimes on the corrugate it may sound pretty simple -- well, boxes are boxes but they really aren't. And so you have different specs and you have to roll through things.

So this year is relatively light in the total synergies and what synergies we do realize will be back in the back half of the year, which is why we will have a heavier weighting to the back end. I know the first-quarter guidance may have been a little lighter than some people had expected, but that is what happens on day one of a big acquisition like this.

There is a lot of redundant integration-related expenses, a lot of redundant management expenses as we start off and get things organized. And we will start to get into kind of a good sales cadence and a good operating cadence as we get to the end of the year. So it will be a bit of a hockey stick this year, but that is pretty normal for this type of an acquisition.

And then just following on your comment about the -- in answer to David's question regarding the accretion and dilution and you used the term again, conservative. I guess as I look at that map that you guys had on the Investor Day regarding where all the plants and DCs are. And it seemed to be pretty concentrated, if I remember all the dots, in sort of the Midwest.

Is there a need for that level of concentration? Is that where your comfort and conservatism comes in? That plant closures and things like that may not have been embedded in your initial synergy guidance?

Well, one of the things we said we were going to do is look at the entirety of the distribution and supply chain networks, so everything from purchasing to manufacturing to shipping.

And as we get more aligned in terms of how our go-to-market activities will happen, where the shipments will take place and looking at factories that potentially have overlapping product categories, then we will start to make decisions on what is the best way to optimize that supply chain. We don't have anything to announce today, but it is something we are looking at very carefully.

Okay, great. Thanks, I will pass it on.

Chris Growe, Stifel.

I had two questions for you if I could. I want to understand over the next year or two -- or really I guess over the next 24 months, while you have the TSAs in place and you are building up your capability to get off of TSAs and you are running kind of dual expenses. Are those expenses segregated? Or are they separate -- are they included in the P&L, if you will, and therefore kind of burden earnings in the short run? Are they excluded from the kind of underlying or adjusted results?

The way we are looking at this is the duplication of costs are running through the P&L. And so, where we have to have something happening redundant, that is a cost of doing business, Chris. Where we have a one-time integration-related activity, whether it is a consulting in to help us on integration activities, whether it is looking at plants like in the past where we have had a plant closure activity, those that are nonrecurring in nature and don't directly run the business, those will be separated.

So, the guidance we have now includes the duplication activity. So, we have two full IT teams, multiple IT systems. I think we've got at least six different systems running now between the legacy and our own. And all of that is part of the business expense and is included in our expense estimates for this year, not as a call out.

Okay, good, that is helpful to know, thank you. And then I just want to ask about the overall volume situation in the business. And you are calling for another kind of weak or soft environment overall in the industry. Do you expect, as you look across your business, it sounds like a pretty sluggish volumes overall.

Coffee and stack stood out in the fourth quarter. Can we maintain that momentum into 2016 for those divisions at least? And I just want to get in relation to that how pricing is going in coffee and if that is -- it seems like you made a comment it may have stabilized here.

Yes, Chris, it is Chris Sliva. I think we have great confidence that both of the businesses that you alluded to, the Flagstone business and the coffee business, will be tailwinds for us in 2016, both on the top line and the bottom line.

With respect to coffee, coffee in the fourth quarter -- our pricing basically was flat to where it was in the third quarter, which was the first time in 2015 that we saw that dynamic emerge. So I don't know that we are at the absolute end of price compression in that space, but I think we've certainly weathered the worst of it and we expect price to be relatively flat 2016 over where we finished 2015.

In Flagstone I think to some degree our merchandising execution has been a little bit uneven both in terms of the timing of execution and the size of all of the execution. But structurally the business remains very sound. Our distribution base remains very sound. And so, we think that business will grow at least in line with the category. And frankly our expectations are that we grow slightly faster than the space around us.

Okay, that was a good review, thank you.

Bill Chappell, SunTrust.

Just following up quickly on the coffee business. One thing we have seen from the major suppliers, it looks like brewer sales were down big again in the holiday season. What is kind of your outlook for the growth of the category? Is this still, excluding market share gains, a kind of mid- to high-single-digit grower or should we look more modestly?

Well, actually in terms of brewer sales, what we saw was that the number of units sold was roughly flat. Now price was down as we effectively foreshadowed in earlier calls that it was going to be the below $100 brewer that really took hold and drove most of the sales. And so, I think what you are seeing in the net sales data is year-over-year declines in unit price.

Estimating household penetration of brewers is a bit of art in addition to science. And based on the data that Keurig Green Mountain has put out around replacements, our best estimation is that household penetration increased roughly about 1 million households for the year. So we expect the category to grow modestly.

I think the other important dynamic that is helping provide a tailwind to the K-cup portion of the business is attachment rate. And as prices have come down on the cups, and as new large size counts have been introduced into the marketplace, we see attachment rates growing ahead of sort of the coffee consumption rates as a whole. So attachment rates in single serve growing faster than coffee. And we think that bodes well for continued growth in the category.

So, with household penetration up modestly, category growth up modestly, private label growing faster than brands and our price points beginning to flatten out, that is the rationale for our optimism around our coffee business.

That is great. And then Sam and Dennis, just kind of as we start 2016, can you kind of characterize what just the overall environment for private label in kind of the US was? I mean, you go back two, three years there were concerns or issues with alternative channels taking share and you kind of moved that way. And then last year I think you were more bullish that grocery and your traditional channels were reinvigorated. I mean what's kind of the outlook baked into your assumptions for this year?

I think what we are seeing is where we had the reinvigoration of the traditional grocery, what they are doing it appears is we are finding their private label programs are shifting more towards those clean label products. And I think their national brand equivalent, the basic everyday private label has seen volume declines just as the brands have.

I think consumers are starting to speak to the idea that either I'm going to trade up for clean labels and natural products or I'm going to trade down to just the pure value price point. So, we have seen that in our business. I think our customers are seeing that as well. And I expect that trend will continue.

Good morning, Bill. I concur with Dennis there. I also believe that, based on the initial round of discussions with our top grocery customers, that they found -- we found the receptivity to this acquisition to be uniformly positive. There had been over the past several years substantial losses of business when Private Brands was under ConAgra ownership. And we have yet to encounter a single situation where a customer indicated that there was anything other than upward possibilities.

Now we've got to go out and earn it. And as Dennis indicated, there is a period of time where you are first of all planning for new programs and that will largely be our experience in 2016. But I personally believe that our grocery business here will show progressively signs of improvement over the course of the year.

And then I will stop with the point of view that Food Away From Home now is a bigger opportunity than it has been in the past. It will always be small compared to the retail grocery, but we expect that business to improve as well.

Great, thanks for the color.

Jonathan Feeney, Athlos Research.

Sam, I wanted to talk about exactly -- these conversations you have with retailers where there has been a significant amount of volume loss. And you talk about earning it, earning some of that business back. One of the levers you could certainly reach for to accelerate that process is price. And I guess what are some of the other things you could do to give retailers a reason to switch back?

Because it does occur to me that, even though the business could have been run a lot better and there is long-term opportunity to do that, you need to give people a reason to switch back. So what are those big reasons? How do you prove it and is price part of that? And I have just one detailed follow-up for Dennis.

Good morning, Jon. The factor that works most in our favor, as these grocers -- all of our customers have a highly defined sense of self interest. And they look in the marketplace and they see where their competitors' programs are working really quite strongly and to great advantage. Dennis pointed out that a lot of this is at the premium end of the business and the better for you. And the issues of the past have been -- will be quickly wiped away.

The order fill rate in each of the months that we have been tracking this business has improved and we are very pleased with what the Private Brands team is doing there. And so, the engagement here will be about what can we bring to make their business better.

With regard to pricing, that's always a part of the whole dialogue. We all carefully monitor input costs now and do these things on a real-time basis. But I really think that far -- I don't think there is a circumstance here where the order of the day are concessions to win anything back. I think the order of the day is how do we match our capabilities with their needs and what is a soft market for all of grocery at the moment.

Great, thanks. And Dennis just one thing, you mentioned seasonality specifically when you talked about the sales split. And I realize you only get a month -- you are missing a month of the new business of sales in that first quarter. But when I look back over the historical Ralcorp or even the segment reporting, there isn't much -- there is less seasonality than your business.

So I'm trying to figure out how much, to the extent this revenue split reflects acceleration. Or is there something I am misreading about this new seasonality of this combined business?

Yes, I didn't actually go back to the old Ralcorp to go through that detail, so I am looking at what we have in our projections for this year. And it could be influenced just a little bit by business opportunities in the back half, and also by businesses that didn't transfer over.

So, if you notice, the Private Brands business was about a $4 billion business as a segment onto ConAgra. And they retained some of the business, mostly in the food service areas, which were less cyclical than some of the other ones. So, I think that is about the best explanation I can give, Jon.

I got you.

But we have detailed through -- I am pretty comfortable with how that sales mix is going to flow.

Okay, thanks very much.

Joshua Levine, JPMorgan.

Dennis, you gave guidance for flat gross margins for the entire business despite a big mix headwind from private brands. I guess can you just talk to this and how much of this is maybe due to SKU rationalization program, which you kind of haven't talked about as much today, or commodity cost relief or I guess our other drivers?

And then a number of your peers have talked about a benign or deflationary input cost environment. So what to what extent I guess would you maybe have to give some of these benefits back to the retailers, specifically I guess in the grocery business? Thanks.

Well, I will ask Chris to jump in a little bit on some of this. But in general I would say that we talked about the main area where we are going to have a pass through would be in some of our industrial business. That is just where the contracts are.

If input costs go down that happens, if they go up it goes the other way and that is just the way a contract business works. It is a little more complicated in retail because you don't always have a direct relationship between the formulations and the products. So, Chris, can you expand?

Yes, I would just say that as the business has gotten bigger, and certainly as we look forward into 2016 with a $6.5 billion business roughly, we have such a broad range of inputs now that you -- the impact of one direction or another is muted considerably. So I think Dennis is right.

We largely over time past declines along to customers, we largely recover increases. There is sometimes a bit of a gap in there, but that is the basic model that the business works on.

As far as simplification is concerned, we feel like we are continuing to chug along and deliver savings largely from understanding how our asset base best works and connecting that reality to the practices that we employ with our customers.

And it is an ongoing challenge because much of the improvements that we make there require conversations with our customers or the ability to sort of partition off challenging practices to a small group of customers and effectively say we have got to stop doing this and deal with the repercussions one way or another.

So, I think our confidence in the margin expansion that Dennis alluded to comes from, we've had a pretty consistent track record here for the better part of a year, actually going on a year and a half now, particularly in our center store businesses. And we expect that to continue in 2016.

Got it, thanks. And then I guess just one last one. And again, I know you have only had the business really for -- underneath your belt for a week or two. But as you look at it -- and you have done more work even since the original deal announcement. Have you found any reasons why structurally you can't get back to where Ralcorp's margins were a couple years ago? Thanks.

I don't know if I would say there is a structural problem with trying to get back there. It becomes a matter of timing and how quickly you can do that. But obviously the world has changed; I think margin structures are the bit different. But it is definitely -- the goal is to try to restore what that was and looking at the product categories.

And I think one of the main things we have to do is to put that simplification program in, weed out the SKUs and products that really aren't adding value, go through the reformulations, get more on trend and get the value that we can get for that. And we have said it before, our average sale price on products that are in that better for you run about a 30% premium. Now part of that is the input costs are different; organic costs are more than the regular standard products.

But that is the goal. And I think everybody is aligned, everybody on the Private Brands team is aligned on that opportunity. So it may not be quite at the same sales level the old Ralcorp was, but we certainly think there is opportunity to get to that margin. I am just not ready to commit, and I don't think Sam is either, that we are going to get there in two years. That is 500 basis points, that is a big jump.

We will get a substantial start on it.

Thanks very much, appreciate it.

Akshay Jagdale, Jefferies.

Can you talk a little bit about the trajectory of the business you are buying either from a sales or profit perspective? Obviously ConAgra has not reported it separately, so it is hard to parse out. But I know that you and them have said that it sort of stabilized. Can you give us a little more color on that?

Yes, I would say it has actually done more than stabilized. There is two things going on. One, there has been a bit of a top-line decline compared to a year ago and that kind of keeps the trend that they have had over the last two years.

But over the last five months, when the team started to realize the benefit of acting separately and independently, they have improved the bottom line. And I think we are now looking at about five straight months of year-over-year improvement in operating profit at that business unit.

So the trend is already improved. We've had the benefit of being involved with this business since the day we announced the transaction, so we were able to work out with ConAgra that pretty heavy involvement in things other than sales.

And I think between that activity plus what the team has done on their own, they have already started the turnaround, Akshay. So it is coming into TreeHouse already kind of bouncing off the low and starting to come back. So that is why we are real pleased with the progress so far.

That's helpful. Any numbers you can share roughly? I mean it was, in their segment reporting, about a 3.5%, 4% margin. And I know you have given some pro forma numbers, but for our modeling purposes like what kind of margin profile should we be expecting for that business to start off here?

Yes, as I indicated it is going to be tough, Akshay, to do that because there is overlapping categories and the overlapping categories are going to start to get kind of merged in how we look at things, so some of the condiments business, some of the snack businesses.

So we are going to lose that identity. So I would rather not kind of get into that because I am not going to be able to give you an answer next quarter as to how those margins are actually doing for the old business because we are going to kind of be one, if you will.

Okay, great. And then just one last one on the investment that you are making. And so there is a lot of talk about the TSA. But can you just talk about what is embedded in your guidance for this year in terms of any investments you are making that are related specifically to this transaction that are not the TSA (inaudible)? And more color around like what type of investments are these? Just a little more color there that would be great. Thank you.

Most of the investments we are going to make are going to be in the operating cost side. This came over to us -- as we put in the guidance for this year, it will be over $3 billion in revenue and it comes with a great manufacturing system and it comes with sales and marketing. What it doesn't come with is any back office. So, we bought that, if you will, by investing in the people in Omaha.

But on a more corporate level, doubling the size of the Company, it is going to require more back-office infrastructure. So we will need more -- a little more finance, internal audit, legal, treasury, those types of activities to reflect the doubling down in size. So for a while here we are going to be incurring extra costs to hire and get them on board. I've indicated training and travel costs and all the other things of acclimating 9,000 people over to TreeHouse.

So, those are all the types of costs that we will be running through the P&L this year, some of which will go away next year, but the main business will be here. But I think if you look at even the numbers we talked about for this year, Akshay, and compared to our peer group, I still believe we are going to be the most efficient mid-cap to large -- mid-cap public food company on the market. So, we are still going to be as diligent as ever as a private brand business, but we will have investment spending to make this year.

Perfect, I will pass it on. Thank you.

Pablo Zuanic, SIG.

Two questions, Sam, I guess strategic questions. One, can you talk about how good has the Company been in terms of expanding your penetration over existing customers over the years? And what I mean by that, if I look at excluding coffee, if I look at your various categories and you provide the sales numbers and I compare the growth that you have reported with what this kind of data implies for private label in those categories, you haven't gained share necessarily.

So, I wonder when you acquired all these businesses over time the idea was that you would be able to increase your penetration with those customers and actually enter new customers. And I am not so sure that has happened. If you can comment on that.

And the second one very briefly, just on coffee -- I guess you've [not told us] what your capacity utilization is, but what position are you in to take in new large customers. And if people have any particular questions of the quality of your K-cups compared to other people what would you say to that? Thanks.

Well, good morning, Pablo. I will answer the first question with regard to the long-term and then I will ask Chris Sliva to address the single serve beverages. Today we -- before this acquisition we are leading -- we are in nine major categories in grocery. And in eight of those nine we are [continuing] to show small share gains. And I believe in seven or eight of the nine we are number one in the category.

The aggregate data, as you see, reflects the general condition within the grocery industry, which has been flat for a long -- substantial period of time. And when one looks at the governmental data you actually see that aggregate consumption of food and beverage has trailed this general CPG sector now for several years running. And we are -- clearly we would want more volume than we have now and we would like greater penetration of these categories -- primarily the large customers. But on balance, given the market conditions here, I am pleased of where we are.

And remember here that this is a radically different proposition than running a branded company. And what we have to buildup is customer-by-customer programming here. And when I introduced Chris I noted that we have integrated strategies for not only categories and customers, but also consumers. And over an extended period of time and that will build and strengthen our position whether the aggregate marketplace is up or down. Chris, would you comment on single serve?

Sure. Pablo, in terms of your question about our capacity, we expect to be largely full in the second quarter of this year. So as we fully commercialize the customer gains that we talked about in 2015, my expectation -- and seasonality begins to pick up particularly as you move to the fourth quarter of 2016, my expectation is that the assets that we have today will be largely full.

We have contracted to add more capacity as we have engaged in conversations with a number of customers and we believe our basic customer acquisition model will continue to work in that category. And we may have to add more capacity as the year progresses.

A couple of years ago we outlined that that model works well in that category in that it takes us typically six to nine months to commercialize a new customer or effectively get them to switch from their existing supplier over to us. And that timeframe is basically consistent with the amount of time that it takes us to order, install and operationalize a new line. So, we can sort of in parallel manage the acquisition of new customers and the building of new capacity roughly in line with one another.

Thanks. Can I just ask a quick follow up? So you talked about 15% volume growth in K-cup in the fourth quarter I think 12% in January. Could you [break] that between what I would call same-store sales and new customers just to have a rough idea? Is it just that private label volumes continue to grow as a category or is it that you were gaining new customers or recovering contracts in private label? Thanks.

It was some of both, Pablo. I don't have the specific data that you are requesting at my fingertips. But I would say the drivers of same-store growth or what I referred to earlier as attachment rate are the growing price gap between private label and brands, that expanded about $0.06 a cup in the fourth quarter of 2015 versus 2014 and the growth in large size count.

So packs with more than 35 cups in them, that was up -- grew notably faster than the category as a whole -- I believe grew at 23% if memory serves with the category growing kind of in that 14%-15% range. So those were the drivers of attachment; consumers were building their pantries, putting larger count sizes in.

That also led to lower price per cups along with private label price gaps growing, attachment rate grew sizably. And we added -- I think the four customers that we talked about adding in 2015, three of those four are now commercialized.

Okay, thank you.

Amit Sharma, BMO Capital Markets.

Dennis, can you provide us on a pro forma basis, what's your exposure to better for you segment, [NBE] and the value segments now?

Yes, we are in the range of about 14% now on the premium side. So we continue to inch our way up on that. That is the smallest of those segments. As we look at the national brand equivalent, the standard product, we are just under 65% with that. And we are up to about 23% in the OPP values. So is happening is that national brand is kind of, which is in the middle, is kind of decreasing as people are shifting I'll call it left and right to the value in the premium products.

Got it. And then, Sam, I was a little bit surprised by you talking about M&A or getting the focus back to M&A. I mean with a large integration ahead of us, how are you thinking about where would you like to be active in M&A? How are you thinking about leverage? Which categories in terms of management bandwidth available?

I can't recall that I have ever surprised you before (laughter). As I said initially, we are focused on deleveraging this balance sheet and on -- simultaneously on integrating the businesses. And as you know through the TSA, at least that component of it will last a full 24 months. I think you should also know that the single largest component of all of this stuff is putting ourselves on the same IT platforms. So there is a substantial amount of work ahead of us in that regard.

As to the deleveraging, through thick and thin we have always found ways to generate cash here. And I am complete -- not highly, I am completely confident that we will pay this debt down in an expeditious way. The gatekeeper on M&A activity is really going to be the state of the businesses being combined. I don't think we will be in a circumstance where it is capital that will restrict us, it's really going to be the rate at which we put these businesses together.

And in that regard, as I indicated in the remarks, that both the integration team that Rachel is leading and the Private Brands team that Dennis, at least on an interim basis, is leading are -- we are meeting all expectations in that regard.

And when the time comes we will look to those types of opportunities that one will complement the combined portfolio that we put together. And the second, we will look at those ways that we can kind of go beyond the adjacencies and find new businesses. And you won't have to come back and ask about detail in the next several quarters, but beyond that we should all be ready.

Got it. Thank you very much.

Brett Hundley, BB&T Capital Markets.

Good morning, guys. Just two quickly clarification questions for me. First, Chris, on coffee, so you guys are not or have not ordered any new equipment at this time?

No, we have one line on order that we will implement later in the year.

Okay. And that would start production later in the year and then ramp into 2017?

Correct.

Okay. And then -- sorry if you have already covered this as well, but it's been a relatively short time here since you've closed on your acquisition. But have you had a better look or additional thoughts on overlap within the plant network? And can you confirm that no sale synergies or plant network optimization is in your forward view? If you haven't had a great chance to further discuss your overlap of the plant network, when do you think you would be ready to communicate on that going forward?

We are looking very closely now, and have been for quite some time, at the overlaps in our distribution and manufacturing networks. And as soon as we have a view, a solid view, we will talk about those. But right now we are still analyzing what the opportunities are and what the possibilities could be. So that would be a TBD.

And, Dennis, you don't have any of those potential benefits or sale synergies in your forward view, correct?

They are not in our numbers, no.

All right, thanks for your time, guys.

Brett, I don't know that you should look for a great unveil of a sizable reduction in our network, our business is always dynamic as we land and change our relationship with customers. I think the other opportunity that there is for us that may be more sizable than closing plants is specialization within lines that exist across that network.

So, our ability to isolate all the organic business, for example, in one category on a particular line and reduce the number of changeovers will have a significant impact on our business. We kind of lump that into what we call simplification. But those are some of the things that drive our manufacturing improvements. And I think the addition of the Private Brands business gives us a much broader spectrum across which to evaluate those opportunities.

Okay, that is good. So more opportunity within your existing plant network as far as being able to alter production in certain locations, efficiencies, etc.?

Exactly.

Okay, all right, I appreciate that thought.

Jon Andersen, William Blair.

Just a couple quick ones on private brands, maybe for Dennis. The 2018 accretion targets, could you just remind me whether there is any kind of material assumption around sales growth for the Private Brand business or you're assuming kind of just flattish?

Our initial expectation was to be conservative and we stuck with a very flattish view of the next two to three years. And it goes in part to what I was talking about, new distribution, new gains in the sales cycle, that 18- to 24-month cycle. So top line very muted.

So that was kind of my second part of that question. Given some of the sales erosion under ConAgra's stewardship the past couple of years, I suppose some of that had to do with volume trends maybe within natural brand equivalent segments for private label. But there is probably some customer impact along the way as well.

What are some of the bigger opportunities there as you see them? Are there opportunities to win back business? What is kind of required to do that and how much time are we talking about?

Well, winning back business is a real opportunity. But what you have to do is you have to reestablish your relationship, you have to reestablish that trust and prove that you can do what you used to do and what they did as Ralcorp. And we are on the right track.

Sam talked about customer service levels and the improvement, order fill rate improvements. So it is clearly happening, but the reality of our world is when you are out somebody else got in. And so, now you have to reprove yourself so you can get that other person back out again. And that doesn't happen just because TreeHouse bought a company, that gets earned and that is part of that 18- to 24-month process.

What is really positive though is the momentum is absolutely moving in the right direction. And I think we will earn that back, but it is not as easy as just saying, we are back now, start buying from us. So our teams are very focused getting that relationship repaired where it needs to be repaired and reproving ourselves.

And we think the combination with our legacy Bay Valley business, with the teams that Chris have, by going to market on a combined way I think it is going to make us stronger and make our customers stronger. And that is what we are out to prove over the next year.

I suppose the manufacturing side, kind of the doubling of the footprint that Chris was talking about earlier, could be a helper there. It is more than just about efficiencies I suppose; it is about better serving your customers, lowering net landed costs. And that could be a positive feedback and allow you to maybe win new business over time?

You are right. And what Chris was talking about is you may have two operating locations making similar products, but even within that product mix your lines are doing different things. And we have a salsa plant that does really, really well with formulation changes because they have smaller kettles and making changes in formulation is not a challenge for them.

We have got another plant that has got very high-speed lines with big kettles and it is great for making long runs, but not so great for making specialty product. And the small kettles aren't so good for long runs.

So by re-optimizing our lines, it isn't a matter of saying we have got two salsa plants, close one, it is saying how do you optimize the two plants and have a more consistent product and fewer changeovers and optimize for what they were designed for. So we are seeing those kind of opportunities as possibilities. And you are right, at the end of the day our efficiencies become our customers' benefit.

And ultimately we would like to fill all these plants, right, and have the sales associated with it rather than consolidate based on (multiple speakers).

They are clearly ready for senior management.

(Laughter) all right. Thanks, guys, I will let it go at that.

Karru Martinson, Deutsche Bank.

You guys talked about a bifurcation trend in private label, kind of the clean label and a deep value product line. How do you feel that your portfolio kind of stacks up against those trends and how quickly could you adjust to capture that business?

I think -- when we look at our product categories, I think almost everything we make -- and I will say almost because non-dairy creamer today doesn't quite fit into that natural organic. But almost everything else we make has offerings within that. And so, I think we are ready, willing and able and prepared with formulations and recipes to take advantage of that across all of our categories.

We are working hard on the Private Brands business to get that up to speed. They are in variety categories already. So, I think it is less about our capability to do that, it is sometimes about the customer and their desire to -- and how quickly they are going to make the [move]. Chris?

Yes, I would echo what Dennis said. I think the big opportunity is for -- we have built the nascent capability. We are not as efficient as we would like to be at producing all those plants and our products in some cases because they are relatively small runs and small niches within a given category. And to the point that Dennis just made, our equipment isn't always as efficient as we would like it to be to deliver against that.

But we can largely produce just about anything in the 30 categories or so that the now combined organization will operate in. The opportunity for us is to move customers along the spectrum from dabbling in that or having it be an idea to actually having a clear strategy for how they are going to play in it. Clear definition around what that means, so what is in the product, what is out of bounds, what do they want their brand to stand for.

And so, I think part of the optimism that you hear from us around this acquisition -- but the conservatism in recognizing the time it is going to take, is we see a secular trend emerging with our retail partners who are beginning to ask the question of all the growth that is coming from small brands or brands that didn't exist five years ago, why they can't create that growth in their own brand.

And that is the optimal environment for which -- in which we can partner with our customers. But it takes a while for that to ferment into clear strategies and tactics. And ultimately our conservatism just comes from knowing that that will take some time to evolve. And for us to match the capabilities to deliver against that with the plans and the strategies and tactics.

Okay, and just lastly from kind of a big picture perspective, you talked about a soft market for all of grocery. When we put that against the backdrop of lower unemployment, higher consumer confidence, gasoline savings, what is the big picture here on the consumer and their spending in the grocery channel, what is weighing on them?

This is this Sam. I think that what we will find is as consumers slowly build back up that there will be -- this picture will improve. At this point we can see it in the Food Away From Home far more than grocery. But the indications here are that this -- the economic recovery beginning to affect the consumer sector and we will expect that when that comes we will all benefit from it.

In the meantime what we have to do are really two matters: one, make sure that we are improving our productivity so that as the market gets better that we can have the best proposition out there.

And the second is, and it's been referenced several times before, is that we have got the opportunity now to go back to customers that the former Ralcorp lost over the last several years and in conjunction with the TreeHouse Private Brands, customer by customer category by category, go back and present a proposition that nobody else can. And as we do that we will begin to win that business back.

Thank you very much, guys, appreciate it.

Well, thank you, everyone, we are delighted that you attended this morning. And whether you are a veteran or a newcomer to the private label, you are entirely welcome not only to visit but to come stay in our TreeHouse. It is never dull here. Goodbye.

And thank you for joining us today, ladies and gentlemen. This does conclude today's program. We certainly do appreciate everyone's participation. You may disconnect at any time.