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Section 1: 8-K (8-K - 2018 Q4 EARNINGS RELEASE AND PERFORMANCE DATA)

Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 25, 2019
 
 
THE MOSAIC COMPANY
(Exact name of registrant as specified in its charter)
 
 
 
 
Delaware
 
001-32327
 
20-1026454
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
3033 Campus Drive
Suite E490
Plymouth, Minnesota
 
 
 
 
 
55441
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (800) 918-8270
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
¨ 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.  ¨
 





Item 2.02. Results of Operations and Financial Condition.
The following information is being “furnished” in accordance with General Instruction B.2. of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing:
Furnished herewith as Exhibit 99.1 and incorporated by reference herein is the text of The Mosaic Company’s (“Mosaic,” and Mosaic and its subsidiaries, individually or in any combination, “we,” “us” or “our”) announcement regarding its earnings and results of operations for the quarter and full year ended December 31, 2018, as presented in a press release issued on February 25, 2019.
Furnished herewith as Exhibit 99.2 and incorporated by reference herein is certain performance data for the period ended December 31, 2018 to be published on Mosaic’s website.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Reference is made to the Exhibit Index hereto with respect to the exhibits furnished herewith. The following exhibits are being “furnished” in accordance with General Instruction B.2. of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Exhibit No.
  
Description
 
 
99.1
  
 
 
99.2
  
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THE MOSAIC COMPANY
 
 
 
 
Date: February 25, 2019
 
 
 
 
By:
 
/s/ Mark J. Isaacson
 
 
 
 
 
Name:
 
Mark J. Isaacson
 
 
 
 
 
Title:
 
Senior Vice President, General Counsel
 
 
 
 
 
 
 
and Corporate Secretary



(Back To Top)

Section 2: EX-99.1 (EXHIBIT 99.1 - PRESS RELEASE (2018 Q4 EARNINGS))

Exhibit


Exhibit 99.1
 
 
 
 
 
396867504_mosaicsigna2016a02.jpg
 
 
 
The Mosaic Company
3033 Campus Drive, Suite E490
Plymouth, MN 55441
www.mosaicco.com
FOR IMMEDIATE RELEASE
 
 
 
 
 
 
 
 
 
Media
Ben Pratt
The Mosaic Company
763-577-6102
  
Investors
Laura Gagnon
The Mosaic Company
763-577-8213
  
 

THE MOSAIC COMPANY REPORTS FOURTH QUARTER AND FULL YEAR 2018 RESULTS
Increases Annual Dividend Target to $0.20 per share

PLYMOUTH, MN, February 25, 2019 - The Mosaic Company (NYSE: MOS), reported fourth quarter and full year 2018 results and announced an increase of its annual dividend target to $0.20 per share.
“Mosaic delivered strong fourth quarter results to complete a year of significant accomplishments and operational excellence,” said President and Chief Executive Officer Joc O’Rourke. “We are capturing the full benefit of improved market conditions, and we expect our strong business and financial performance to continue in 2019.”
Highlights:
The Company reported fourth quarter of 2018 net earnings of $112 million and diluted earnings per share (EPS) of $0.29.
For the period, adjusted EBITDA(1) was $590 million, and adjusted diluted EPS(1) was $0.77.
The Company reported full year 2018 net earnings of $470 million or $1.22 per share.
For the year, adjusted EBITDA(1) was $2.0 billion, an increase of 68 percent over 2017.
Full-year adjusted diluted EPS(1) was $2.12, an increase of 92 percent year-over-year.
The Company initiated 2019 EBITDA guidance with a range of $2.2 to $2.4 billion.
Potash reported record production in 2018.
Phosphates reported record production and sales of its MicroEssentials products in 2018.
Mosaic Fertilizantes delivered $158 million in net realized synergies year-to-date, as well as an additional $21 million in benefits from our business-to-business marketing strategy. We expect to achieve the full $275 million target in 2019, a full year ahead of schedule.

(1)
See “Non-GAAP Financial Measures” for additional information and reconciliation.







In December, Mosaic received the final permit to mine the Ona phosphate reserves, which will extend Florida phosphate mining for decades.
In December, Esterhazy potash mine commissioned the first production hoist at K3 and the conveyor from K3 to the K2 mill.
Mosaic’s net sales in the fourth quarter of 2018 were $2.5 billion, compared to $2.1 billion last year, primarily driven by the acquisition of Vale Fertilizantes and higher realized prices, partially offset by a decline in phosphates sales volumes. Operating earnings during the quarter were $258 million, compared with $127 million a year ago, as margin per tonne increased in Potash, Phosphates, and Mosaic Fertilizantes.
Cash flow provided by operating activities in the fourth quarter of 2018 was $191 million compared to $411 million in the prior year, primarily as a result of unfavorable working capital changes. Capital expenditures totaled $328 million in the quarter. Cash flow provided by operating activities for full year 2018 was $1.45 billion, compared to $936 million in 2017. Mosaic’s total cash and cash equivalents, excluding restricted cash, were $848 million and long-term debt was $4.5 billion as of December 31, 2018.

“Mosaic generated strong cash flow in 2018, and we expect another good year ahead,” O’Rourke said. “The 100 percent targeted dividend increase we announced today exemplifies our positive outlook.”
Phosphates Results*
4Q 2018
3Q 2018
4Q 2017
Sales Volumes million tonnes
1.9
2.2
2.5
Gross Margin (GAAP) per tonne
$81
$80
$53
Adjusted Gross Margin (non-GAAP) per tonne(1)
$81
$80
$53
*Tonnes = finished product tonnes
Net sales in the Phosphates segment were $926 million for the fourth quarter, slightly down from $1.0 billion last year, driven by a 25 percent decline in sales volumes, partially offset by higher average realized sales prices. Lower sales volumes reflect lower production volumes due to the idling of our Plant City facilities, and negative weather-driven impacts to the North America fall application season. Gross margin was $151 million, or 16 percent of net sales, compared to $133 million, or 13 percent of net sales, for the same period a year ago. The increase in the fourth quarter gross margin per tonne to $81 from $53 in the prior year period was primarily driven by higher realized sales prices and a greater proportion of premium MicroEssentials sales, partially offset by higher ammonia and sulfur costs

(1) See “Non-GAAP Financial Measures” for additional information and reconciliation.






 

Mosaic’s North American finished phosphate production was 2.1 million tonnes, or 87 percent of operational capacity, compared to 2.3 million tonnes, or 79 percent of operational capacity, during the fourth quarter of 2017. Mosaic’s Plant City, Florida chemical plant was temporarily idled on December 10, 2017, remained idled through the end of 2018, and is currently excluded from operating capacity.
Potash Results
4Q 2018
3Q 2018
4Q 2017
Sales Volumes million tonnes
2.3
2.4
2.2
Gross Margin (GAAP) per tonne
$88
$66
$51
Adjusted Gross Margin (non-GAAP) per tonne(1)
$88
$66
$51
Net sales in the Potash segment totaled $592 million for the fourth quarter, up from $496 million last year, driven by higher average realized sales prices and higher sales volumes. Gross margin was $202 million, or 34 percent of net sales, compared to $114 million, or 23 percent of net sales a year ago. The improvement in gross margin per tonne to $88 from $51 in the prior year period is primarily driven by higher average realized sales prices, partially offset by increased Canadian Resource Taxes.
Potash production for the fourth quarter was 2.6 million tonnes, or 99 percent of operational capacity, up from 87 percent last year.
Mosaic Fertilizantes Results*
4Q 2018
3Q 2018
4Q 2017
Sales Volumes million tonnes
2.1
3.6
1.4
Gross Margin (GAAP) per tonne
$56
$42
$23
Adjusted Gross Margin (non-GAAP) per tonne(1)
$56
$42
$23
*Tonnes = finished product tonnes
Net sales in the Mosaic Fertilizantes segment were $969 million for the fourth quarter, up from $520 million last year, driven by higher average realized selling prices and the acquisition of production assets from Vale Fertilizantes. Gross margin was $118 million, or $56 per tonne, compared to $32 million, or $23 per tonne for the same period a year ago. The year-over-year increase in gross margin per tonne was driven by improved distribution margins as well as inclusion of the acquired production business.


(1) See “Non-GAAP Financial Measures” for additional information and reconciliation.






Other
Selling, General and Administrative (SG&A) expenses were $90 million for the fourth quarter, up from $83 million last year, as a result of the acquisition of Vale Ferilizantes in Brazil. Other Operating Expense was $118 million, up from $70 million last year, primarily as a result of higher asset retirement obligation costs and the write off of deferred engineering costs in relation to strategic decisions the Company has made.
The reported effective tax rate during the fourth quarter of 2018 was 22.5 percent, and 0.1 percent excluding discrete items. The provision for income taxes in the fourth quarter included a $21 million benefit related to the reduction in the full-year effective tax rate to 14.0 percent. Mosaic currently expects to pay approximately $55 to $65 million in cash income taxes in 2019. Mosaic believes there may be continued volatility in its effective tax rate due to changes in valuation allowances.
Mosaic completed its year-end close process as scheduled, however given the size and complexity of its acquisition of Vale Fertilizantes, the company requires additional time to finalize its purchase accounting and complete the related documentation. As a result, Mosaic intends to file a Form 12b-25 with the Securities Exchange Commission. The company does not expect that the results reported today will differ in any material respect from those presented in its 2018 Form 10-K.
Full year 2018 results (unaudited)
Net sales were $9.6 billion, up from $7.4 billion a year ago. Full-year operating earnings were $928 million, up from $466 million last year, driven by higher margins across the business, and higher sales volumes in the Potash and Mosaic Fertilizantes segments.
Full-year SG&A expenses were $341 million in 2018 versus $301 million in 2017 due to Mosaic’s increased global footprint with the addition of Mosaic Fertilizantes. Other Operating Expense was $229 million compared to $76 million in the year-ago period, driven by higher asset retirement obligation costs, the write-off of deferred engineering costs, and acquisition, integration and synergy related expenses. In addition, in the prior year we sold land for a gain of approximately $52 million.
Net cash provided by operating activities was $1.45 billion and capital expenditures were $993 million.
Financial Guidance
We are optimistic for 2019,” O’Rourke said. “Accelerated synergy capture in Brazil, the transformation of our phosphates business, the successful ramping up of our Esterhazy K3 mine and improved market conditions put Mosaic in position to create significant value now and in the years ahead.”






The Company initiated full year 2019 adjusted EBITDA(1) guidance at $2.2 to $2.4 billion, and adjusted earnings per share at $2.10 to $2.50. Adjusted EBITDA is Net Income (Loss) before net interest expense, depreciation, depletion and amortization, asset retirement obligation accretion, stock compensation, adjusted for notable items, and provision for/(benefit) from income taxes. Adjusted EPS is net earnings per share, adjusted for notable items.
The Company is not providing forward looking guidance for U.S. GAAP reported earnings per diluted share or a quantitative reconciliation of forward-looking adjusted earnings per diluted share. Please see "Non-GAAP Financial Measures" for additional information. 
The Company also provides the following modeling assumptions for the full year 2019:
 
Full Year 2019
DD&A
~$950 million
SG&A expenses
~$350 million
Brine management expenses
~$140 million
Effective tax rate
Low to mid-20’s %
Capital expenditures
~ $1.2 billion

Millions of tonnes
Full Year 2019 Sales Volumes (finished product)
Potash
9.0 - 9.4
Phosphates
8.6 - 9.0
Mosaic Fertilizantes
9.4 - 9.8
For the first quarter of 2019, Mosaic’s segment modeling assumptions are:
 
Sales Volumes
millions of tonnes (finished product)
Gross Margin
Potash
1.7 - 2.0
$90 - $100 per tonne
Phosphates
1.6 - 1.9
$40 - $50 per tonne
Mosaic Fertilizantes
1.3 - 1.6
$40 - $50 per tonne
Corporate and Other
 
$(20) - ($30) million



(1) See “Non-GAAP Financial Measures” for additional information and reconciliation.






Factors underlying Potash segment assumptions:
Volume expectations are driven by the same weather-related factors as phosphates.  Adjusted margins reflect continued gradual price increases and strong operating rates due to growing international sales.  Risks include weather related delays to spring planting in North America and potential impacts of rail service interruptions or delays.
Factors underlying Phosphates segment assumptions:
Volumes reflect the relatively high levels of channel inventory in North America due to the weather driven, limited fall application season.  Adjusted margins reflect seasonal price declines, albeit later than originally expected, and flat raw material costs.  The delay in recognizing recent raw material price declines in Cost of Goods Sold, is a result of slower movement of product because of the limited fall application season.  In addition, margins reflect a mix shift to lower netback products and regions to compensate for higher North American channel inventory. Risks include weather related delays to spring planting and compressed logistics.
Factors underlying Mosaic Ferilizantes assumptions:
Volumes reflect the seasonally slow period in Brazil, impacting distribution margins as well as production economics.  Risks to volume and margin include deferral of demand in Brazil due to well stocked pipelines and related CFR price pressures, as well as currency volatility.
About The Mosaic Company
The Mosaic Company is one of the world's leading producers and marketers of concentrated phosphate and potash crop nutrients. Mosaic is a single source provider of phosphate and potash fertilizers and feed ingredients for the global agriculture industry. More information on the Company is available at www.mosaicco.com.
Mosaic will conduct a conference call on Tuesday, February 26, 2019, at 9:00 a.m. Eastern Time to discuss fourth quarter 2018 earnings results as well as global markets and trends. Presentation slides and a simultaneous webcast of the conference call may be accessed through Mosaic’s website at www.mosaicco.com/investors. This webcast will be available up to one year from the time of the earnings call.
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the anticipated benefits and synergies of our acquisition of the global phosphate and potash operations of Vale S.A. conducted through Vale Fertilizantes S.A. (now known as Mosaic Fertilizantes P&K S.A.) (the “Transaction”), other proposed or pending future transactions or strategic plans and other statements about future financial and operating results. Such statements are based upon the current beliefs and expectations of The Mosaic Company’s management and are subject to significant risks and uncertainties. These risks and uncertainties include, but are not limited to: difficulties with realization of the benefits and synergies of the Transaction, including the risks that the acquired business may not be integrated successfully or that the anticipated synergies or cost or capital expenditure savings from the Transaction may not be fully realized or may take longer to realize than expected, including because of political and economic instability in Brazil or changes in government policy in Brazil, such as higher costs associated with the new mining rules or the implementation of new freight tables; the predictability and volatility of, and customer expectations about, agriculture, fertilizer, raw material, energy and transportation markets that are subject to competitive and other pressures and economic and credit market conditions; the level of inventories in the distribution channels for crop nutrients; the effect of future product innovations or development of new technologies on demand for our products; changes in foreign currency and exchange rates; international trade risks and other risks associated with Mosaic’s international operations and those of joint ventures in which Mosaic participates, including the performance of the Wa’ad Al Shamal Phosphate Company (also known as MWSPC), the ability of MWSPC to obtain additional planned funding in acceptable amounts and upon acceptable terms, the timely development and commencement of operations of production facilities in the Kingdom of Saudi Arabia, and the future success of current plans for MWSPC and any future changes in those plans; the risk that protests against natural resource companies in Peru extend to or impact the Miski Mayo mine, which is operated by an entity in





which we are the majority owner; difficulties with realization of the benefits of our long term natural gas based pricing ammonia supply agreement with CF Industries, Inc., including the risk that the cost savings initially anticipated from the agreement may not be fully realized over its term or that the price of natural gas or ammonia during the term are at levels at which the pricing is disadvantageous to Mosaic; customer defaults; the effects of Mosaic’s decisions to exit business operations or locations; changes in government policy; changes in environmental and other governmental regulation, including expansion of the types and extent of water resources regulated under federal law, carbon taxes or other greenhouse gas regulation, implementation of numeric water quality standards for the discharge of nutrients into Florida waterways or efforts to reduce the flow of excess nutrients into the Mississippi River basin, the Gulf of Mexico or elsewhere; further developments in judicial or administrative proceedings, or complaints that Mosaic’s operations are adversely impacting nearby farms, business operations or properties; difficulties or delays in receiving, increased costs of or challenges to necessary governmental permits or approvals or increased financial assurance requirements; resolution of global tax audit activity; the effectiveness of Mosaic’s processes for managing its strategic priorities; adverse weather conditions affecting operations in Central Florida, the Mississippi River basin, the Gulf Coast of the United States, Canada or Brazil, and including potential hurricanes, excess heat, cold, snow, rainfall or drought; actual costs of various items differing from management’s current estimates, including, among others, asset retirement, environmental remediation, reclamation or other environmental regulation, Canadian resources taxes and royalties, or the costs of the MWSPC, its existing or future funding and Mosaic’s commitments in support of such funding; reduction of Mosaic’s available cash and liquidity, and increased leverage, due to its use of cash and/or available debt capacity to fund financial assurance requirements and strategic investments; brine inflows at Mosaic’s Esterhazy, Saskatchewan, potash mine or other potash shaft mines; other accidents and disruptions involving Mosaic’s operations, including potential mine fires, floods, explosions, seismic events, sinkholes or releases of hazardous or volatile chemicals; and risks associated with cyber security, including reputational loss; as well as other risks and uncertainties reported from time to time in The Mosaic Company’s reports filed with the Securities and Exchange Commission. Actual results may differ from those set forth in the forward-looking statements.
###
Non-GAAP Financial Measures
This press release includes the presentation and discussion of non-GAAP diluted net earnings per share guidance, or adjusted EPS, non-GAAP gross margin per tonne, or adjusted gross margin per tonne, and non-GAAP EBITDA, and adjusted EBITDA, referred to as non-GAAP financial measures.  Generally, a non-GAAP financial measure is a supplemental numerical measure of a company's performance, financial position or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with U.S. generally accepted accounting principles, or GAAP. Non-GAAP financial measures should not be considered as substitutes for, or superior to, measures of financial performance prepared in accordance with GAAP. In addition, because non-GAAP measures are not determined in accordance with GAAP, they are thus susceptible to varying interpretations and calculations and may not be comparable to other similarly titled measures of other companies. Adjusted metrics, including adjusted EPS, adjusted gross margin, and adjusted EBITDA are calculated by excluding the impact of notable items from the GAAP measure. Notable items impact on gross margin and EBITDA is pretax.  Notable items impact on diluted net earnings per share is calculated as the notable item amount plus income tax effect, based on expected annual effective tax rate, divided by diluted weighted average shares. Management believes that these adjusted measures provide securities analysts, investors, management and others with useful supplemental information regarding our performance by excluding certain items that may not be indicative of, or are unrelated to, our core operating results. Management utilizes these adjusted measures in analyzing and assessing Mosaic’s overall performance and financial trends, for financial and operating decision-making, and to forecast and plan for future periods. These adjusted measures also assist our management in comparing our and our competitors' operating results. We are not providing forward looking guidance for U.S. GAAP reported diluted net earnings per share, gross margin per tonne, or a quantitative reconciliation of forward-looking adjusted EPS, adjusted gross margin and adjusted EBITDA because we are unable to predict with reasonable certainty our notable items without unreasonable effort. Historically, our notable items have included, but are not limited to, foreign currency transaction gain or loss, unrealized gain or loss on derivatives, acquisition-related fees, discrete tax items, contingencies and certain other gains or losses. These items are uncertain, depend on various factors, and could have a material impact on U.S. GAAP reported results for the guidance period.  Reconciliations for current and historical periods beginning with the quarter ended March 31, 2017 for consolidated adjusted EPS and adjusted EBITDA, as well as segment adjusted EBITDA and adjusted gross margin per tonne are provided in the Selected Calendar Quarter Financial Information performance data for the related periods.  This information is being furnished under Exhibit 99.2 of the Form 8-K and available on our website at www.mosaicco.com in the “Financial Information - Quarterly Earnings” section under the “Investors” tab.







For the three months ended December 31, 2018, the Company reported the following notable items which, combined, negatively impacted earnings per share by $0.48: 
 
 
 
 
 
 
Amount
 
Tax effect
 
EPS impact
Description
 
Segment
 
Line item
 
(in millions)
 
(in millions)
 
(per share)
Foreign currency transaction gain (loss)
 
Consolidated
 
Foreign currency transaction gain (loss)
 
$
(79
)
 
$
11

 
$
(0.17
)
Unrealized gain (loss) on derivatives
 
Corporate and Other
 
Cost of goods sold
 
2

 

 

Integration costs
 
Corporate and Other
 
Other operating income (expense)
 
(6
)
 
1

 
(0.01
)
Costs to capture synergies
 
Mosaic Fertilizantes
 
Other operating income (expense)
 
(3
)
 

 
(0.01
)
Discrete tax items
 
Consolidated
 
(Provision for) benefit from income taxes
 

 
(33
)
 
(0.09
)
Earnout obligation
 
Corporate and Other
 
Other operating income (expense)
 
(3
)
 

 
(0.01
)
ARO adjustment
 
Phosphates
 
Other operating income (expense)
 
(30
)
 
4

 
(0.06
)
Asset write-off
 
Phosphates
 
Other operating income (expense)
 
(18
)
 
3

 
(0.04
)
Asset write-off
 
Potash
 
Other operating income (expense)
 
(39
)
 
5

 
(0.09
)
Total Notable Items
 
 
 
 
 
$
(176
)
 
$
(9
)
 
$
(0.48
)
For the three months ended December 31, 2017, the Company reported the following notable items which, combined, negatively impacted earnings per share by $1.57: 
 
 
 
 
 
 
Amount
 
Tax effect
 
EPS impact
Description
 
Segment
 
Line item
 
(in millions)
 
(in millions)
 
(per share)
Foreign currency transaction gain (loss)
 
Consolidated
 
Foreign currency transaction gain (loss)
 
$
(27
)
 
$
2

 
$
(0.07
)
Unrealized gain (loss) on derivatives
 
Corporate and Other
 
Cost of goods sold
 
(17
)
 
1

 
(0.05
)
Fees related to purchase of Vale assets
 
Corporate and Other
 
Other operating income (expense)
 
(12
)
 

 
(0.04
)
Pre-issuance hedging gain (loss)
 
Consolidated
 
Interest expense
 
(2
)
 

 

Resolution of royalty matter
 
Potash
 
Cost of goods sold
 

 
2

 
0.01

Asset write-off
 
Phosphates
 
Other operating income (expense)
 
(8
)
 
1

 
(0.02
)
Restructuring
 
Phosphates
 
Other operating income (expense)
 
(20
)
 
2

 
(0.05
)
ARO adjustment
 
Phosphates
 
Other operating income (expense)
 
(11
)
 
1

 
(0.03
)
Discrete tax items relating to changes in US tax legislation
 
Consolidated
 
(Provision for) benefit from income taxes
 

 
(458
)
 
(1.30
)
Other discrete tax items
 
Potash
 
(Provision for) benefit from income taxes
 

 
(5
)
 
(0.02
)
Total Notable Items
 
 
 
 
 
$
(97
)
 
$
(454
)
 
$
(1.57
)
 




Condensed Consolidated Statements of Earnings
(in millions, except per share amounts)
 
 
 
 
The Mosaic Company
  
(unaudited)
 
 
 
Three months ended December 31,
 
Twelve months ended December 31,
 
 
2018
 
2017
 
2018
 
2017
Net sales
 
$
2,520.5

 
$
2,091.9

 
$
9,587.3

 
$
7,409.4

Cost of goods sold
 
2,054.3

 
1,811.8

 
8,088.9

 
6,566.6

Gross margin
 
466.2

 
280.1

 
1,498.4

 
842.8

Selling, general and administrative expenses
 
89.7

 
83.1

 
341.1

 
301.3

Other operating expenses
 
118.5

 
70.0

 
229.0

 
75.8

Operating earnings
 
258.0

 
127.1

 
928.3

 
465.7

Interest expense, net
 
(30.7
)
 
(39.7
)
 
(166.1
)
 
(138.1
)
Foreign currency transaction (loss) gain
 
(78.8
)
 
(26.7
)
 
(191.9
)
 
49.9

Other expense
 
(3.2
)
 
(1.5
)
 
(18.8
)
 
(3.5
)
Earnings from consolidated companies before income taxes
 
145.3

 
59.2

 
551.5

 
374.0

Provision for income taxes
 
32.7

 
490.2

 
77.1

 
494.9

Earnings (loss) from consolidated companies
 
112.6

 
(431.0
)
 
474.4

 
(120.9
)
Equity in net (loss) earnings of nonconsolidated companies
 
(0.6
)
 
1.2

 
(4.5
)
 
16.7

Net earnings (loss) including noncontrolling interests
 
112.0

 
(429.8
)
 
469.9

 
(104.2
)
Less: Net (loss) earnings attributable to noncontrolling interests
 
(0.3
)
 
1.3

 
(0.1
)
 
3.0

Net earnings (loss) attributable to Mosaic
 
$
112.3

 
$
(431.1
)
 
$
470.0

 
$
(107.2
)
Diluted net earnings (loss) per share attributable to Mosaic
 
$
0.29

 
$
(1.23
)
 
$
1.22

 
$
(0.31
)
Diluted weighted average number of shares outstanding
 
387.6

 
351.0

 
386.4

 
350.9

 
 





Condensed Consolidated Balance Sheets
(in millions, except per share amounts)
The Mosaic Company
  
(unaudited)
 
 
December 31, 2018
 
December 31, 2017
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
847.7

 
$
2,153.5

Receivables, net
 
838.5

 
642.6

Inventories
 
2,270.2

 
1,547.2

Other current assets
 
280.6

 
273.2

Total current assets
 
4,237.0

 
4,616.5

Property, plant and equipment, net
 
11,746.5

 
9,711.7

Investments in nonconsolidated companies
 
826.6

 
1,089.5

Goodwill
 
1,707.5

 
1,693.6

Deferred income taxes
 
343.8

 
254.6

Other assets
 
1,257.8

 
1,267.5

Total assets
 
$
20,119.2

 
$
18,633.4

Liabilities and Equity
 
 
 
 
Current liabilities:
 
 
 
 
Short-term debt
 
$
11.5

 
$
6.1

Current maturities of long-term debt
 
26.0

 
343.5

Structured accounts payable arrangements
 
572.8

 
386.2

Accounts payable
 
780.9

 
540.9

Accrued liabilities
 
1,092.5

 
754.4

Total current liabilities
 
2,483.7

 
2,031.1

Long-term debt, less current maturities
 
4,491.5

 
4,878.1

Deferred income taxes
 
1,080.6

 
1,117.3

Other noncurrent liabilities
 
1,458.7

 
967.8

Equity:
 


 


Preferred stock, $0.01 par value, 15,000,000 shares authorized, none issued and outstanding as of December 31, 2018 and 2017
 

 

Common stock, $0.01 par value, 1,000,000,000 shares authorized, 389,242,360 shares issued and 385,470,085 shares outstanding as of December 31, 2018, 388,998,498 shares issued and 351,049,649 shares outstanding as of December 31, 2017
 
3.8

 
3.5

Capital in excess of par value
 
985.9

 
44.5

Retained earnings
 
11,064.7

 
10,631.1

Accumulated other comprehensive loss
 
(1,657.1
)
 
(1,061.6
)
Total Mosaic stockholders’ equity
 
10,397.3

 
9,617.5

Non-controlling interests
 
207.4

 
21.6

Total equity
 
10,604.7

 
9,639.1

Total liabilities and equity
 
$
20,119.2

 
$
18,633.4





 Condensed Consolidated Statements of Cash Flows
(in millions, except per share amounts)
The Mosaic Company
  
(unaudited)
 
 
Three months ended December 31,
 
Twelve months ended December 31,
 
 
2018
 
2017
 
2018
 
2017
Cash Flows from Operating Activities:
 
 
 
 
Net cash provided by operating activities
 
$
190.8

 
$
411.2

 
$
1,450.6

 
$
935.5

Cash Flows from Investing Activities:
 
 
 
 
 
 
 
 
Capital expenditures
 
(327.9
)
 
(230.2
)
 
(993.3
)
 
(820.1
)
Purchases of available-for-sale securities - restricted
 
(48.4
)
 
(130.0
)
 
(534.5
)
 
(1,676.3
)
Proceeds from sale of available-for-sale securities - restricted
 
48.3

 
124.4

 
518.8

 
1,658.1

Proceeds from sale of assets
 
3.3

 
231.6

 
12.6

 
300.7

Investments in nonconsolidated companies
 

 

 

 
(62.5
)
Investments in consolidated affiliate
 
2.1

 
(1.8
)
 
(1.5
)
 
(49.5
)
Acquisition, net of cash acquired
 

 

 
(985.3
)
 

Other
 

 
(18.5
)
 
(0.3
)
 
(18.2
)
Net cash used in investing activities
 
(322.6
)
 
(24.5
)
 
(1,983.5
)
 
(667.8
)
Cash Flows from Financing Activities:
 
 
 
 
 
 
 
 
Payments of short-term debt
 
(24.3
)
 
(78.2
)
 
(144.4
)
 
(601.4
)
Proceeds from issuance of short-term debt
 
9.9

 
23.3

 
155.1

 
631.4

Payments of structured accounts payable arrangements
 
(179.7
)
 
(179.7
)
 
(762.1
)
 
(418.5
)
Proceeds from structured accounts payable arrangements
 
243.9

 
193.0

 
834.1

 
666.8

Payments of long-term debt
 
(80.5
)
 
(96.0
)
 
(802.9
)
 
(102.2
)
Proceeds from issuance of long-term debt
 

 
1,249.9

 
39.3

 
1,251.4

Payment of financing costs
 

 
(15.4
)
 

 
(15.4
)
Cash dividends paid
 
(9.6
)
 
(8.8
)
 
(38.5
)
 
(210.6
)
Other
 
(4.9
)
 
1.5

 
(5.4
)
 
(0.7
)
Net cash (used in) provided by financing activities
 
(45.2
)
 
1,089.6

 
(724.8
)
 
1,200.8

Effect of exchange rate changes on cash
 
(2.9
)
 
(8.3
)
 
(65.7
)
 
14.5

Net change in cash, cash equivalents and restricted cash
 
(179.9
)
 
1,468.0

 
(1,323.4
)
 
1,483.0

Cash, cash equivalents and restricted cash—beginning of period
 
1,050.9

 
726.4

 
2,194.4

 
711.4

Cash, cash equivalents and restricted cash—end of period
 
$
871.0

 
$
2,194.4

 
$
871.0

 
$
2,194.4


 
Years Ended December 31,
 
2018
 
2017
 
2016
 
Reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the consolidated statements of cash flows:
 
 
 
 
 
Cash and cash equivalents
$
847.7

 
$
2,153.5

 
$
673.1

Restricted cash in other current assets
7.5

 
8.3

 
7.0

Restricted cash in other assets
15.8

 
32.6

 
31.3

Total cash, cash equivalents and restricted cash shown in the statement of cash flows
$
871.0

 
$
2,194.4

 
$
711.4







Earnings Per Share Calculation
 
 
 
Three months ended December 31,
 
Twelve months ended December 31,
 
 
2018
 
2017
 
2018
 
2017
Net earnings (loss) attributed to Mosaic
 
$
112.3

 
$
(431.1
)
 
$
470.0

 
$
(107.2
)
Basic weighted average number of shares outstanding
 
385.5

 
351.0

 
384.8

 
350.9

Dilutive impact of share-based awards
 
2.1

 

 
1.6

 

Diluted weighted average number of shares outstanding
 
387.6

 
351.0

 
386.4

 
350.9

Basic net earnings (loss) per share
 
$
0.29

 
$
(1.23
)
 
$
1.22

 
$
(0.31
)
Diluted net earnings (loss) per share
 
$
0.29

 
$
(1.23
)
 
$
1.22

 
$
(0.31
)
 


12
396867504_image9a04.jpg
(Back To Top)

Section 3: EX-99.2 (EXHIBIT 99.2 PERFORMANCE DATA (Q4 2018))

Exhibit


Exhibit 99.2
The Mosaic Company
Selected Calendar Quarter Financial Information
(Unaudited)
 
Q1 2017
Q2 2017
Q3 2017
Q4 2017
Q1 2018
Q2 2018
Q3 2018
Q4 2018
Consolidated data (in millions, except per share)
 
 
 
 
 
 
 
 
Diluted net earnings (loss) per share
$

$
0.28

$
0.65

$
(1.23
)
$
0.11

$
0.18

$
0.64

$
0.29

Notable items impact on earnings per share(a)
(0.04
)
(0.01
)
0.22

(1.57
)
(0.09
)
(0.22
)
(0.11
)
(0.48
)
Adjusted diluted net earnings per share(a)
$
0.04

$
0.29

$
0.43

$
0.34

$
0.20

$
0.40

$
0.75

$
0.77

Diluted weighted average # of shares outstanding
350.5

352.0

352.2

351.0

384.1

387.2

387.5

387.6

 
 
 
 
 
 
 
 
 
Total Net Sales
$
1,578

$
1,755

$
1,985

$
2,092

$
1,934

$
2,205

$
2,928

$
2,521

Cost of goods sold
1,449

1,562

1,744

1,812

1,691

1,910

2,432

2,055

Gross Margin
$
130

$
192

$
241

$
280

$
243

$
295

$
496

$
466

SG&A
81

71

66

83

94

79

79

90

Other operating expense
19

27

(39
)
70

68

20

24

118

Operating earnings
$
30

$
95

$
214

$
127

$
81

$
196

$
393

$
258

Interest expense, net
(26
)
(36
)
(36
)
(40
)
(49
)
(45
)
(41
)
(31
)
Consolidated foreign currency gain/(loss)
9

9

59

(27
)
(32
)
(79
)
(2
)
(79
)
Earnings from consolidated companies before income taxes
9

69

237

59

(7
)
70

342

145

(Benefit from) provision for income taxes
10

(23
)
18

490

(50
)
4

91

33

Earnings from consolidated companies
$
(1
)
$
91

$
220

$
(431
)
$
43

$
66

$
251

$
112

Equity in net earnings (loss) of nonconsolidated companies

6

10

1

(3
)
2

(2
)
(1
)
Less: Net earnings (loss) attributable to noncontrolling interests


2

1

(2
)

2

(1
)
Net earnings attributable to Mosaic
$
(1
)
$
97

$
228

$
(431
)
$
42

$
68

$
247

$
112

After tax Notable items included in earnings
$
(11
)
$
(5
)
$
79

$
(550
)
$
(35
)
$
(86
)
$
(41
)
$
(185
)
 
 
 
 
 
 
 
 
 
Gross Margin Rate
8
%
11
 %
12
%
13
%
13
%
13
%
17
%
18
%
 
 
 
 
 
 
 
 
 
Effective Tax Rate (including discrete tax)
112
%
(33
)%
7
%
828
%
714
%
5
%
26
%
23
%
Discrete Tax benefit (expense)
$
(9
)
$
16

$
5

$
(463
)
$
48

$
13

$
(29
)
$
(33
)
 
 
 
 
 
 
 
 
 
Consolidated Depreciation, Depletion and Amortization
$
159

$
166

$
169

$
172

$
217

$
217

$
215

$
235

Consolidated EBITDA(b)
$
193

$
277

$
451

$
271

$
257

$
333

$
593

$
414

Notable items included in Consolidated EBITDA
$
(1
)
$
(12
)
$
93

$
(95
)
$
(115
)
$
(128
)
$
(13
)
$
(176
)
Adjusted EBITDA
$
194

$
289

$
358

$
366

$
372

$
461

$
606

$
590

 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
$
146

$
243

$
136

$
411

$
(71
)
$
807

$
524

$
191

Cash paid for interest (net of amount capitalized)
8

67

24

57

11

78

9

76

Cash paid for income taxes (net of refunds)

(9
)
(8
)
(53
)
13

14

(13
)
(48
)
Net cash used in investing activities
$
(245
)
$
(177
)
$
(221
)
$
(25
)
$
(1,220
)
$
(197
)
$
(244
)
$
(323
)
Capital expenditures
(224
)
(169
)
(198
)
(230
)
(223
)
(201
)
(241
)
(328
)
Net cash (used in) provided by financing activities
$
102

$
(85
)
$
94

$
1,090

$
(213
)
$
(170
)
$
(297
)
$
(45
)
Cash dividends paid
(96
)
(53
)
(53
)
(9
)
(10
)
(10
)
(10
)
(10
)
Effect of exchange rate changes on cash
$
3

$
2

$
18

$
(8
)
$
13

$
(65
)
$
(11
)
$
(3
)
Net change in cash and cash equivalents
$
6

$
(18
)
$
27

$
1,468

$
(1,491
)
$
375

$
(28
)
$
(180
)
 
 
 
 
 
 
 
 
 
Short-term debt
$
124

$
65

$
59

$
6

$
72

$
20

$
26

$
12

Long-term debt (including current portion)
3,828

3,843

3,856

5,222

5,074

4,998

4,584

4,518

Cash & cash equivalents
675

661

686

2,154

659

1,035

1,030

848

Net debt
$
3,276

$
3,247

$
3,229

$
3,074

$
4,487

$
3,983

$
3,580

$
3,682

 
 
 
 
 
 
 
 
 
Segment Contributions (in millions)
 
 
 
 
 
 
 
 
Phosphates
$
839

$
975

$
779

$
997

$
866

$
1,053

$
1,041

$
926

Potash
414

468

474

496

404

569

609

592

Mosaic Fertilizantes
427

467

806

520

665

713

1,400

969

Corporate and Other(c)
(102
)
(155
)
(74
)
79

(1
)
(130
)
(122
)
34

Total net sales
$
1,578

$
1,755

$
1,985

$
2,092

$
1,934

$
2,205

$
2,928

$
2,521

 
 
 
 
 
 
 
 
 
Phosphates
$
17

$
30

$
88

$
57

$
60

$
129

$
157

$
70

Potash
36

85

77

83

74

108

136

136

Mosaic Fertilizantes
11

21

46

10

9

14

121

82

Corporate and Other(c)
(34
)
(42
)
3

(23
)
(62
)
(55
)
(21
)
(30
)
Consolidated operating earnings
$
30

$
95

$
214

$
127

$
81

$
196

$
393

$
258

 
 
 
 
 
 
 
 
 





Phosphates(d)
2,272

2,582

2,110

2,496

1,945

2,302

2,235

1,876

Potash(d)
1,973

2,191

2,219

2,217

1,690

2,364

2,428

2,301

Mosaic Fertilizantes
646

1,300

2,178

1,399

1,584

1,846

3,595

2,108

Corporate and Other
689

319

333

497

266

348

311

438

Total finished product tonnes sold ('000 tonnes)
5,580

6,392

6,840

6,609

5,485

6,860

8,569

6,723

Percent specialty(e)
19
%
22
 %
21
%
18
%
22
%
25
%
26
%
23
%





The Mosaic Company - Phosphates Segment
Selected Calendar Quarter Financial Information
(Unaudited)
 
Q1 2017
Q2 2017
Q3 2017
Q4 2017
Q1 2018
Q2 2018
Q3 2018
Q4 2018
Net Sales and Gross Margin (in millions, except per tonne)
 
 
 
 
 
 
 
 
Segment income statement
 
 
 
 
 
 
 
 
Net Sales
$
839

$
975

$
779

$
997

$
866

$
1,053

$
1,041

$
926

Cost of Goods Sold
783

898

712

864

769

899

861

775

Gross Margin
$
56

$
76

$
67

$
133

$
97

$
154

$
180

$
151

Notable Items Included in Gross Margin




(15
)
(6
)


Adjusted Gross Margin (excluding notables)
$
56

$
76

$
67

$
133

$
112

$
160

$
180

$
151

 
 
 
 
 
 
 
 
 
SG&A
30

29

25

29

31

24

24

26

Other operating (income) expense
9

18

(47
)
47

6

1

(1
)
55

 
 
 
 
 
 
 
 
 
Operating Earnings
$
17

$
30

$
88

$
57

$
60

$
129

$
157

$
70

Plus: Depreciation, Depletion and Amortization
80

83

86

89

99

102

101

101

Plus: Foreign Exchange Gain (Loss)
(2
)
(4
)
(6
)
1

4

1

(1
)
7

Plus: Other Income (Expense)
(2
)
2

1

(1
)
(5
)
(3
)
(7
)

Plus: Equity in net earnings (loss) of nonconsolidated companies

5

10

1

(4
)
1

(2
)
(1
)
Less: Earnings (loss) from Consolidated Noncontrolling Interests
2

(2
)

2

(1
)
1

2

(1
)
EBITDA(f)
$
91

$
118

$
179

$
144

$
155

$
229

$
246

$
178

Notable Items Included in EBITDA
$
(5
)
$
(23
)
$
43

$
(38
)
$
(16
)
$
1

$
(8
)
$
(41
)
Adjusted EBITDA (excluding notables)
$
96

$
141

$
136

$
182

$
171

$
228

$
254

$
219

 
 
 
 
 
 
 
 
 
Capital expenditures
$
103

$
101

$
87

$
110

$
100

$
92

$
103

$
119

Gross Margin $ / tonne of finished product
$
25

$
29

$
32

$
53

$
49

$
67

$
80

$
81

Adjusted Gross Margin $ / tonne of finished product
$
25

$
29

$
32

$
53

$
57

$
70

$
80

$
81

Gross margin as a percent of sales
7
%
8
%
9
%
13
%
11
%
15
%
17
%
16
%
 
 
 
 
 
 
 
 
 
Freight included in finished goods (in millions)
$
79

$
103

$
78

$
107

$
77

$
100

$
92

$
86

 
 
 
 
 
 
 
 
 
Operating Data
 
 
 
 
 
 
 
 
Sales volumes ('000 tonnes)(d)
 
 
 
 
 
 
 
 
DAP/MAP
1,486

1,706

1,483

1,663

1,295

1,332

1,261

1,059

Specialty(g)
786

876

627

833

650

970

974

817

Total Finished Product(d)
2,272

2,582

2,110

2,496

1,945

2,302

2,235

1,876

 
 
 
 
 
 
 
 
 
Average finished product selling price (destination)(h)
$
369

$
377

$
369

$
399

$
431

$
450

$
454

$
479

 
 
 
 
 
 
 
 
 
Production Volumes ('000 tonnes)
 
 
 
 
 
 
 
 
Total tonnes produced(i)
2,303

2,461

2,339

2,322

2,045

2,081

2,115

2,117

Operating Rate(j)
79
%
84
%
80
%
79
%
84
%
86
%
87
%
87
%
 
 
 
 
 
 
 
 
 
Realized costs ($/tonne)
 
 
 
 
 
 
 
 
Ammonia (tonne)(k)
$
285

$
373

$
283

$
298

$
344

$
325

$
329

$
343

Sulfur (long ton)(l)
$
87

$
90

$
88

$
97

$
128

$
139

$
137

$
149

Blended rock
$
59

$
58

$
63

$
55

$
55

$
59

$
57

$
59

 
 
 
 
 
 
 
 
 
Cash conversion costs / finished product tonne
$
79

$
67

$
68

$
70

$
68

$
64

$
63

$
61

Cash rock costs consumed / tonne
$
40

$
40

$
40

$
35

$
35

$
36

$
40

$
43

 
 
 
 
 
 
 
 
 
Phosphate Rock
 
 
 
 
 
 
 
 
Sales Volumes ('000 tonnes)(m)




360

241

399

400

Average rock selling price (destination)(n)
$

$

$

$

$
79

$
69

$
68

$
67

Gross margin $ / rock tonne
$

$

$

$

$
4

$
(3
)
$
3

$
(3
)
Freight included in rock (in millions)
$

$

$

$

$
8

$
4

$
3

$
4






The Mosaic Company - Potash Segment
Selected Calendar Quarter Financial Information
(Unaudited)
 
Q1 2017
Q2 2017
Q3 2017
Q4 2017
Q1 2018
Q2 2018
Q3 2018
Q4 2018
Net Sales and Gross Margin (in millions, except per tonne)
 
 
 
 
 
 
 
 
Segment income statement
 
 
 
 
 
 
 
 
Net Sales
$
414

$
468

$
474

$
496

$
404

$
569

$
609

$
592

Cost of Goods Sold
345

358

376

383

301

437

448

390

Gross Margin
$
69

$
110

$
99

$
114

$
103

$
132

$
161

$
202

Notable Items Included in Gross Margin
(3
)

(10
)

(5
)
(4
)


Adjusted Gross Margin (excluding notables)
$
72

$
110

$
109

$
114

$
108

$
136

$
161

$
202

 
 
 
 
 
 
 
 
 
SG&A
28

23

21

24

26

22

21

23

Other operating (income) expense
6

2

1

7

3

2

4

43

 
 
 
 
 
 
 
 
 
Operating Earnings
$
36

$
85

$
77

$
83

$
74

$
108

$
136

$
136

Plus: Depreciation, Depletion and Amortization
70

73

73

72

76

73

73

80

Plus: Foreign Exchange Gain (Loss)
8

30

55

(13
)
(30
)
(23
)
22

(86
)
Plus: Other Income (Expense)







1

EBITDA(f)
$
114

$
188

$
205

$
142

$
120

$
158

$
231

$
131

Notable Items Included in EBITDA
$
5

$
30

$
45

$
(13
)
$
(35
)
$
(27
)
$
22

$
(125
)
Adjusted EBITDA (excluding notables)
$
109

$
158

$
160

$
155

$
155

$
185

$
209

$
256

 
 
 
 
 
 
 
 
 
Capital expenditures
$
106

$
61

$
102

$
103

$
104

$
80

$
98

$
148

Gross Margin $ / tonne of finished product
$
35

$
50

$
44

$
51

$
61

$
56

$
66

$
88

Adjusted Gross Margin $ / tonne of finished product
$
37

$
50

$
49

$
51

$
64

$
58

$
66

$
88

Gross margin as a percent of sales
17
%
23
%
21
%
23
%
25
%
23
%
26
%
34
%
 
 
 
 
 
 
 
 
 
Supplemental Cost Information
 
 
 
 
 
 
 
 
Canadian resource taxes
$
23

$
33

$
(5
)
$
19

$
26

$
34

$
41

$