Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 31, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | THS | |
Entity Registrant Name | TREEHOUSE FOODS, INC. | |
Entity Central Index Key | 1,320,695 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 43,065,602 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - Entity [Domain] - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 44,564 | $ 51,981 |
Investments | 9,004 | 9,148 |
Receivables, net | 172,799 | 233,656 |
Inventories, net | 613,276 | 594,098 |
Deferred income taxes | 35,894 | 35,564 |
Prepaid expenses and other current assets | 24,038 | 24,989 |
Total current assets | 899,575 | 949,436 |
Property, plant, and equipment, net | 549,348 | 543,778 |
Goodwill | 1,660,654 | 1,667,985 |
Intangible assets, net | 683,408 | 716,298 |
Other assets, net | 24,103 | 25,507 |
Total assets | 3,817,088 | 3,903,004 |
Current liabilities: | ||
Accounts payable and accrued expenses | 279,306 | 296,860 |
Current portion of long-term debt | 16,895 | 14,373 |
Total current liabilities | 296,201 | 311,233 |
Long-term debt | 1,328,876 | 1,445,488 |
Deferred income taxes | 318,652 | 319,454 |
Other long-term liabilities | 68,596 | 67,572 |
Total liabilities | $ 2,012,325 | $ 2,143,747 |
Commitments and contingencies (Note 17) | ||
Stockholders' equity: | ||
Preferred stock, par value $0.01 per share, 10,000 shares authorized, none issued | $ 0 | $ 0 |
Common stock, par value $0.01 per share, 90,000 shares authorized, 43,056 and 42,663 shares issued and outstanding, respectively | 430 | 427 |
Additional paid-in capital | 1,193,437 | 1,177,342 |
Retained earnings | 695,033 | 645,819 |
Accumulated other comprehensive loss | (84,137) | (64,331) |
Total stockholders' equity | 1,804,763 | 1,759,257 |
Total liabilities and stockholders' equity | $ 3,817,088 | $ 3,903,004 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 90,000 | 90,000 |
Common stock, shares issued | 43,056 | 42,663 |
Common stock, shares outstanding | 43,056 | 42,663 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - Entity [Domain] - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net sales | $ 759,208 | $ 627,960 | $ 1,542,353 | $ 1,246,863 |
Cost of sales | 607,837 | 492,283 | 1,238,545 | 978,195 |
Gross profit | 151,371 | 135,677 | 303,808 | 268,668 |
Operating expenses: | ||||
Selling and distribution | 42,797 | 39,594 | 88,595 | 77,611 |
General and administrative | 38,367 | 40,610 | 82,767 | 74,378 |
Other operating expense, net | 135 | 365 | 350 | 1,238 |
Amortization expense | 15,551 | 10,532 | 30,879 | 20,566 |
Total operating expenses | 96,850 | 91,101 | 202,591 | 173,793 |
Operating (loss) income | 54,521 | 44,576 | 101,217 | 94,875 |
Other expense (income): | ||||
Interest expense | 11,372 | 9,001 | 23,064 | 19,874 |
Interest income | (194) | (413) | (1,963) | (581) |
(Gain) loss on foreign currency exchange | (2,386) | (4,099) | 9,000 | (1,148) |
Loss on extinguishment of debt | 5,259 | 21,944 | ||
Other (income) expense, net | (2,058) | 1,088 | (2,472) | 1,003 |
Total other expense | 6,734 | 10,836 | 27,629 | 41,092 |
(Loss) income before income taxes | 47,787 | 33,740 | 73,588 | 53,783 |
Income taxes | 16,425 | 11,981 | 24,374 | 17,702 |
Net income | $ 31,362 | $ 21,759 | $ 49,214 | $ 36,081 |
Net earnings per common share: | ||||
Basic | $ 0.73 | $ 0.59 | $ 1.15 | $ 0.98 |
Diluted | $ 0.72 | $ 0.57 | $ 1.13 | $ 0.95 |
Weighted average common shares: | ||||
Basic | 42,974 | 36,961 | 42,922 | 36,822 |
Diluted | 43,679 | 37,990 | 43,654 | 37,861 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - Entity [Domain] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Net income | $ 31,362 | $ 21,759 | $ 49,214 | $ 36,081 | |
Other comprehensive income (loss): | |||||
Foreign currency translation adjustments | 6,219 | 10,906 | (20,318) | (1,001) | |
Pension and postretirement reclassification adjustment | [1] | 256 | 103 | 512 | 206 |
Other comprehensive (loss) income | 6,475 | 11,009 | (19,806) | (795) | |
Comprehensive income (loss) | $ 37,837 | $ 32,768 | $ 29,408 | $ 35,286 | |
[1] | Net of tax of $158 and $65 for the three months ended June 30, 2015 and 2014, respectively, and $316 and $129 for the six months ended June 30, 2015 and 2014, respectively. |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Pension and post-retirement reclassification adjustment, tax | $ 158 | $ 65 | $ 316 | $ 129 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - Entity [Domain] - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 49,214 | $ 36,081 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 30,888 | 32,091 |
Amortization | 30,879 | 20,566 |
Stock-based compensation | 10,463 | 9,699 |
Excess tax benefits from stock-based compensation | (4,583) | (8,681) |
Loss on extinguishment of debt | 21,944 | |
Mark-to-market gain on derivative contracts | (2,404) | (170) |
Mark-to-market gain on investments | (154) | (421) |
Loss on disposition of assets | 179 | 534 |
Deferred income taxes | (2,155) | (1,106) |
Loss (gain) on foreign currency exchange | 9,000 | (1,148) |
Other | (761) | 2,784 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Receivables | 58,199 | 10,034 |
Inventories | (24,127) | (55,544) |
Prepaid expenses and other assets | 1,827 | (10,228) |
Accounts payable, accrued expenses and other liabilities | (7,666) | 26,958 |
Net cash provided by operating activities | 148,799 | 83,393 |
Cash flows from investing activities: | ||
Additions to property, plant, and equipment | (39,125) | (30,489) |
Additions to other intangible assets | (6,683) | (5,400) |
Acquisitions, less cash acquired | (140,835) | |
Proceeds from sale of fixed assets | 180 | 527 |
Purchase of investments | (311) | (353) |
Proceeds from sale of investments | 63 | |
Net cash (used in) provided by investing activities | (45,939) | (176,487) |
Cash flows from financing activities: | ||
Borrowings under Revolving Credit Facility | 40,000 | 467,300 |
Payments under Revolving Credit Facility | (148,000) | (693,612) |
Proceeds from issuance of Term Loan | 300,000 | |
Payments on Term Loan and Acquisition Term Loan | (4,000) | |
Proceeds from issuance of 2022 Notes | 400,000 | |
Payments on 2018 Notes | (400,000) | |
Payments on capitalized lease obligations and other debt | (2,017) | (880) |
Payment of deferred financing costs | (12,869) | |
Payment of debt premium for extinguishment of debt | (16,693) | |
Net receipts related to stock-based award activities | 1,112 | 9,411 |
Excess tax benefits from stock-based compensation | 4,583 | 8,681 |
Net cash (used in) provided by financing activities | (108,322) | 61,338 |
Effect of exchange rate changes on cash and cash equivalents | (1,955) | 2,294 |
Net decrease in cash and cash equivalents | (7,417) | (29,462) |
Cash and cash equivalents, beginning of period | 51,981 | 46,475 |
Cash and cash equivalents, end of period | $ 44,564 | $ 17,013 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Basis of Presentation | 1. BASIS OF PRESENTATION The unaudited Condensed Consolidated Financial Statements included herein have been prepared by TreeHouse Foods, Inc. (the “Company,” “TreeHouse,” “we,” “us,” or “our”), pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to quarterly reporting on Form 10-Q. In our opinion, these statements include all adjustments necessary for a fair presentation of the results of all interim periods reported herein. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted as permitted by such rules and regulations. The Condensed Consolidated Financial Statements and related notes should be read in conjunction with the Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014. Results of operations for interim periods are not necessarily indicative of annual results. The preparation of our Condensed Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires us to use our judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements, and the reported amounts of net sales and expenses during the reporting period. Actual results could differ from these estimates. A detailed description of the Company’s significant accounting policies can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2015 | |
Recent Accounting Pronouncements | 2. RECENT ACCOUNTING PRONOUNCEMENTS In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-11, S implifying the Measurement of Inventory, In April 2015, the FASB issued ASU No. 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) In April 2015, the FASB issued ASU No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern additional disclosures, however, management will begin performing the periodic assessments required by the ASU on its effective date. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2015 | |
Acquisitions | 3. ACQUISITIONS Flagstone On July 29, 2014, the Company acquired all of the outstanding shares of Flagstone Foods (“Flagstone”), a privately owned U.S. based manufacturer of branded and private label varieties of snack nuts, trail mixes, dried fruit, snack mixes, and other wholesome snacks. Flagstone is one of the largest manufacturers and distributors of private label wholesome snacks in North America, and is the largest manufacturer of private label trail mix in North America. The purchase price was approximately $854.2 million, net of acquired cash, after adjustments for working capital. The acquisition was financed through additional borrowings and the issuance of common stock. The acquisition expanded our existing product offerings by providing the Company with an entrance into the wholesome snack food category, while also providing more exposure to the perimeter of the store. The Flagstone acquisition is being accounted for under the acquisition method of accounting and the results of operations are included in our financial statements from the date of acquisition in the North American Retail Grocery and Industrial and Export segments. At the date of acquisition, the purchase price was preliminarily allocated to the assets acquired and liabilities assumed based upon fair market values, and is subject to adjustments. We have made a preliminary allocation to net tangible and intangible assets acquired and liabilities assumed as follows: (In thousands) Cash $ 902 Receivables 55,640 Inventory 128,224 Property, plant, and equipment 37,154 Customer relationships 231,700 Trade names 6,300 Supplier relationships 2,500 Software 1,755 Formulas 1,600 Other assets 9,618 Goodwill 507,744 Fair value of assets acquired 983,137 Deferred taxes (65,866 ) Assumed liabilities (62,140 ) Total purchase price $ 855,131 The Company allocated $231.7 million to customer relationships and $6.3 million to trade names, each of which have an estimated life of 15 years. The Company allocated $1.6 million to formulas, which have an estimated life of 5 years. The Company allocated $1.8 million to capitalized software with an estimated life of 1 year. The aforementioned intangibles will be amortized on a straight line basis. The Company allocated $2.5 million to supplier relationships, which will be amortized in a method reflecting the pattern in which the economic benefits of the intangible asset are consumed over the period of one year. The Company has preliminarily allocated all $507.7 million of goodwill to the North American Retail Grocery segment. Goodwill arises principally as a result of expansion opportunities related to Flagstone’s product offerings in the snacking category. None of the goodwill resulting from this acquisition is tax deductible. The Company incurred approximately $3.6 million of acquisition costs during the three and six months ended June 30, 2014 and none in 2015. The allocation to net tangible and intangible assets acquired and liabilities assumed is preliminary and subject to change for taxes. We expect to finalize the allocation in the third quarter of 2015. The following unaudited pro forma information shows the results of operations for the Company as if its acquisition of Flagstone had been completed as of January 1, 2014. Adjustments have been made for the pro forma effects of depreciation and amortization of tangible and intangible assets recognized as part of the business combination, the issuance of common stock, interest expense related to the financing of the business combination, and related income taxes. The pro forma results may not necessarily reflect actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations. Six Months Ended June 30, 2014 (In thousands, except per share data) Pro forma net sales $ 1,584,238 Pro forma net income $ 42,437 Pro forma basic earnings per common share $ 1.02 Pro forma diluted earnings per common share $ 0.99 Protenergy On May 30, 2014, the Company acquired all of the outstanding shares of PFF Capital Group, Inc. (“Protenergy”), a privately owned Canadian based manufacturer of broths, soups, and gravies. Protenergy specializes in providing products in carton and recart packaging for both private label and corporate brands, and also serves as a co-manufacturer of national brands. The Company paid $140.1 million, net of acquired cash, for the purchase of Protenergy. The acquisition was financed through additional borrowings. The acquisition expanded our existing packaging capabilities and enables us to offer customers a full range of soup products, as well as leverage our research and development capabilities in the evolution of shelf stable liquids packaging from cans to cartons. The Protenergy acquisition is being accounted for under the acquisition method of accounting and the results of operations are included in our financial statements from the date of acquisition in the North American Retail Grocery and Industrial and Export segments. Included in the Company’s Condensed Consolidated Statements of Income are Protenergy’s net sales of approximately $10.7 million from the date of acquisition through June 30, 2014. Also included is a net loss of $3.0 million from the date of acquisition through June 30, 2014. This loss includes integration costs of $4.4 million. At the date of acquisition, the purchase price was allocated to the assets acquired and liabilities assumed based upon fair market values. We have completed the allocation of the purchase price to net tangible and intangible assets acquired and liabilities assumed as follows: (In thousands) Cash $ 2,580 Receivables 10,949 Inventory 38,283 Property, plant, and equipment 36,355 Customer relationships 49,516 Software 1,483 Formulas 433 Other assets 2,425 Goodwill 50,728 Fair value of assets acquired 192,752 Assumed liabilities (42,412 ) Unfavorable contractual agreements (7,643 ) Total purchase price $ 142,697 The Company allocated $49.5 million to customer relationships that have an estimated life of 15 years and $0.4 million to formulas with an estimated life of 5 years. These intangible assets will be amortized on a straight line basis. The Company recorded $7.6 million of unfavorable contractual agreements, which have an estimated life of 2.6 years. These unfavorable contracts will be amortized in a method reflecting the pattern in which the economic costs are incurred. As of the acquisition date, the Company has preliminarily allocated all $50.7 million of goodwill to the North American Retail Grocery segment. Goodwill arises principally as a result of expansion opportunities, driven in part by Protenergy’s packaging technology. None of the goodwill resulting from this acquisition is tax deductible. The Company incurred approximately $2.7 million in acquisition costs in the three and six months ended June 30, 2014 and none in 2015. These costs are included in the General and administrative expense line of the Condensed Consolidated Statements of Income. Since the initial preliminary purchase price allocation included in the Company’s annual report for the year ended December 31, 2014, net adjustments of $0.1 million were made to the fair values of the assets acquired and liabilities assumed with corresponding adjustments to goodwill. The following unaudited pro forma information shows the results of operations for the Company as if the acquisition of Protenergy had been completed as of January 1, 2014. Adjustments have been made for the pro forma effects of depreciation and amortization of tangible and intangible assets recognized as part of the business combination, interest expense related to the financing of the business combination, and related income taxes. These pro forma results may not necessarily reflect actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations. Six Months Ended June 30, 2014 (In thousands, except per share data) Pro forma net sales $ 1,307,621 Pro forma net income $ 28,521 Pro forma basic earnings per common share $ 0.77 Pro forma diluted earnings per common share $ 0.75 |
Investments
Investments | 6 Months Ended |
Jun. 30, 2015 | |
Investments | 4. INVESTMENTS June 30, 2015 December 31, 2014 (In thousands) U.S. equity $ 5,574 $ 5,749 Non-U.S. equity 1,772 1,692 Fixed income 1,658 1,707 Total investments $ 9,004 $ 9,148 We determine the appropriate classification of our investments at the time of purchase and reevaluate such designation as of each balance sheet date. The Company accounts for investments in debt and marketable equity securities as held-to-maturity, available-for-sale, or trading, depending on their classification. The investments held by the Company are classified as trading securities and are stated at fair value, with changes in fair value recorded as a component of the Interest income line on the Condensed Consolidated Statements of Income. Cash flows from purchases, sales, and maturities of trading securities are included in cash flows from investing activities in the Condensed Consolidated Statements of Cash Flows based on the nature and purpose for which the securities were acquired. Our investments include U.S. equity, non-U.S. equity, and fixed income securities that are classified as short-term investments on the Condensed Consolidated Balance Sheets. The U.S. equity, non-U.S. equity, and fixed income securities are classified as short-term investments as they have characteristics of other current assets and are actively managed. We consider temporary cash investments with an original maturity of three months or less to be cash equivalents. As of June 30, 2015 and December 31, 2014, $32.0 million and $31.6 million, respectively, represents cash and equivalents held in Canada in local currency and are convertible into other currencies. The cash and equivalents held in Canada are expected to be used for general corporate purposes in Canada, including capital projects and acquisitions. For the three months ended June 30, 2015, we recognized net unrealized losses totaling $0.1 million that are included in the Interest expense line of the Condensed Consolidated Statements of Income. For the six months ended June 30, 2015, we recognized net unrealized gains totaling $0.2 million that are included in the Interest income line of the Condensed Consolidated Statements of Income. Additionally, realized gains for the three months ended June 30, 2015 were insignificant, while for the six months ended June 30, 2015, we recognized net realized gains totaling $0.1 million that are included in Interest income in the Condensed Consolidated Statements of Income. When securities are sold, their cost is determined based on the first-in, first-out method. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2015 | |
Inventories | 5. INVENTORIES June 30, December 31, 2015 2014 (In thousands) Raw materials and supplies $ 296,642 $ 279,745 Finished goods 336,904 334,856 LIFO reserve (20,270 ) (20,503 ) Total $ 613,276 $ 594,098 Approximately $89.5 million and $87.4 million of our inventory was accounted for under the last-in, first-out (“LIFO”) method of accounting at June 30, 2015 and December 31, 2014, respectively. Approximately $133.4 million and $117.3 million of our inventory was accounted for using the weighted average costing approach at June 30, 2015 and December 31, 2014, respectively. |
Property, Plant, and Equipment
Property, Plant, and Equipment | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant, and Equipment | 6. PROPERTY, PLANT, AND EQUIPMENT June 30, December 31, 2015 2014 (In thousands) Land $ 25,869 $ 27,097 Buildings and improvements 212,079 209,117 Machinery and equipment 656,894 644,333 Construction in progress 49,543 35,010 Total 944,385 915,557 Less accumulated depreciation (395,037 ) (371,779 ) Property, plant, and equipment, net $ 549,348 $ 543,778 Depreciation expense was $15.5 million and $15.1 million for the three months ended June 30, 2015 and 2014, respectively, and $30.9 million and $32.1 million for the six months ended June 30, 2015 and 2014, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets | 7. GOODWILL AND INTANGIBLE ASSETS Changes in the carrying amount of goodwill for the six months ended June 30, 2015 are as follows: North American Food Away Industrial Retail Grocery From Home and Export Total (In thousands) Balance at December 31, 2014 $ 1,439,476 $ 94,423 $ 134,086 $ 1,667,985 Foreign currency exchange adjustments (8,481 ) (876 ) — (9,357 ) Purchase price adjustment 2,026 — — 2,026 Balance at June 30, 2015 $ 1,433,021 $ 93,547 $ 134,086 $ 1,660,654 The Company has not incurred any goodwill impairments since its inception. The carrying amounts of our intangible assets with indefinite lives, other than goodwill, as of June 30, 2015 and December 31, 2014 are as follows: June 30, 2015 December 31, (In thousands) Trademarks $ 27,464 $ 28,995 Total indefinite lived intangibles $ 27,464 $ 28,995 The decrease in the indefinite lived intangibles balance is due to foreign currency translation The gross carrying amount and accumulated amortization of intangible assets, other than goodwill, as of June 30, 2015 and December 31, 2014 are as follows: June 30, 2015 December 31, 2014 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount (In thousands) (In thousands) Intangible assets with finite lives: Customer-related $ 784,089 $ (189,620 ) $ 594,469 $ 794,300 $ (168,462 ) $ 625,838 Contractual agreements 4,050 (3,934 ) 116 2,829 (2,396 ) 433 Trademarks 32,442 (10,079 ) 22,363 32,579 (9,041 ) 23,538 Formulas/recipes 9,574 (6,519 ) 3,055 10,763 (7,138 ) 3,625 Computer software 72,257 (36,316 ) 35,941 65,202 (31,333 ) 33,869 Total other intangibles $ 902,412 $ (246,468 ) $ 655,944 $ 905,673 $ (218,370 ) $ 687,303 Total intangible assets, excluding goodwill, as of June 30, 2015 and December 31, 2014, were $683.4 million and $716.3 million, respectively. Amortization expense on intangible assets for the three months ended June 30, 2015 and 2014 was $15.6 million and $10.5 million, respectively, and $30.9 million and $20.6 million for the six months ended June 30, 2015 and 2014, respectively. Estimated amortization expense on intangible assets for 2015 and the next four years is as follows: (In thousands) 2015 $ 63,938 2016 $ 62,639 2017 $ 61,534 2018 $ 55,980 2019 $ 53,591 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 6 Months Ended |
Jun. 30, 2015 | |
Accounts Payable and Accrued Expenses | 8. ACCOUNTS PAYABLE AND ACCRUED EXPENSES June 30, December 31, 2015 2014 (In thousands) Accounts payable $ 205,568 $ 217,226 Payroll and benefits 34,600 38,669 Interest 6,266 6,507 Taxes 8,477 5,947 Health insurance, workers’ compensation, and other insurance costs 9,136 8,602 Marketing expenses 8,749 12,479 Other accrued liabilities 6,510 7,430 Total $ 279,306 $ 296,860 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Taxes | 9. INCOME TAXES Income tax expense was recorded at an effective rate of 34.4% and 33.1% for the three and six months ended June 30, 2015, respectively, compared to 35.5% and 32.9% for the three and six months ended June 30, 2014, respectively. The Company’s effective tax rate is favorably impacted by an intercompany financing structure entered into in conjunction with the E.D. Smith Foods, Ltd. (“E.D. Smith”) acquisition in 2007. The decrease in the effective tax rate for the three months ended June 30, 2015 as compared to 2014 is largely attributable to acquisition related expenses incurred in the second quarter of 2014 that were not deductible for tax purposes. The increase in the effective tax rate for the six months ended June 30, 2015 as compared to 2014 is largely attributable to the favorable settlement of unrecognized tax benefits in the first quarter of 2014. The IRS completed its examination of TreeHouse’s 2012 tax year during the first quarter of 2015, resulting in an immaterial cash refund to the Company. The Canadian Revenue Agency (“CRA”) is currently examining the 2008 through 2012 tax years of E.D. Smith. The E.D. Smith examinations are expected to be completed in 2016. The Company also has examinations in process with various state taxing authorities, which are expected to be completed in 2015 or 2016. Management estimates that it is reasonably possible that the total amount of unrecognized tax benefits could decrease by as much as $0.6 million within the next 12 months, primarily as a result of the lapsing of statutes of limitations. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2015 | |
Long-Term Debt | 10. LONG-TERM DEBT June 30, December 31, 2015 2014 (In thousands) Revolving Credit Facility $ 446,000 $ 554,000 Term Loan 297,000 298,500 Acquisition Term Loan 195,000 197,500 2022 Notes 400,000 400,000 Tax increment financing and other debt 7,771 9,861 Total debt outstanding 1,345,771 1,459,861 Less current portion (16,895 ) (14,373 ) Total long-term debt $ 1,328,876 $ 1,445,488 On May 6, 2014, the Company entered into a new five year revolving credit facility with an aggregate commitment of $900 million (the “Revolving Credit Facility”) and a $300 million term loan (the “Term Loan”) pursuant to a new credit agreement (the “Credit Agreement”). The proceeds from the Term Loan and a draw at closing on the Revolving Credit Facility were used to repay in full, amounts outstanding under our prior $750 million revolving credit facility (the “Prior Credit Agreement”). The Credit Agreement replaced the Prior Credit Agreement, which was terminated upon the repayment of the amounts outstanding thereunder on May 6, 2014. On July 29, 2014, the Company entered into an amendment to its Credit Agreement (the “Amendment”), which among other things, provided for a new $200 million term loan (the “Acquisition Term Loan”). The Acquisition Term Loan was used to fund, in part, the acquisition of Flagstone. The Revolving Credit Facility, Term Loan, and Acquisition Term Loan are known collectively as the “Credit Facility.” The Company’s average interest rate on debt outstanding under its Credit Facility for the three months ended June 30, 2015 was 1.87%. Revolving Credit Facility Interest is payable quarterly or at the end of the applicable interest period in arrears on any outstanding borrowings. The interest rates under the Credit Agreement are based on the Company’s consolidated leverage ratio and are determined by either (i) LIBOR, plus a margin ranging from 1.25% to 2.00% (inclusive of the facility fee), based on the Company’s consolidated leverage ratio, or (ii) a Base Rate (as defined in the Credit Agreement), plus a margin ranging from 0.25% to 1.00% (inclusive of the facility fee), based on the Company’s consolidated leverage ratio. The Credit Agreement is fully and unconditionally, as well as jointly and severally, guaranteed by our 100% owned direct and indirect subsidiaries, Bay Valley Foods, LLC; Sturm Foods, Inc.; S.T. Specialty Foods, Inc.; American Importing Company, Inc.; Ann’s House of Nuts, Inc.; Snacks Parent Corporation; and certain other subsidiaries that may become guarantors in the future (collectively known as the “Guarantor Subsidiaries”). The Revolving Credit Facility contains various financial and restrictive covenants and requires that the Company maintain certain financial ratios, including a leverage and interest coverage ratio. The Credit Agreement also contains cross-default provisions which could result in the acceleration of payments in the event TreeHouse or the Guarantor Subsidiaries (i) fails to make a payment when due in respect of any indebtedness or guarantee having an aggregate principal amount greater than $50 million or (ii) fails to observe or perform any other agreement or condition related to such indebtedness or guarantee as a result of which the holder(s) of such debt are permitted to accelerate the payment of such debt. Term Loan Acquisition Term Loan 2022 Notes The Indenture provides, among other things, that the 2022 Notes will be senior unsecured obligations of the Company. The Company’s payment obligations under the 2022 Notes are fully and unconditionally, as well as jointly and severally, guaranteed on a senior unsecured basis by the Guarantor Subsidiaries, in addition to any future domestic subsidiaries that (i) guarantee or become borrowers under its credit facility or (ii) guarantee certain other indebtedness incurred by the Company or its restricted subsidiaries. Interest is payable on March 15 and September 15 of each year. The 2022 Notes mature on March 15, 2022. The Company may redeem some or all of the 2022 Notes at any time prior to March 15, 2017 at a price equal to 100% of the principal amount of the 2022 Notes redeemed, plus an applicable “make-whole” premium. On or after March 15, 2017, the Company may redeem some or all of the 2022 Notes at redemption prices set forth in the Indenture. In addition, at any time prior to March 15, 2017, the Company may redeem up to 35% of the 2022 Notes at a redemption price of 104.875% of the principal amount of the 2022 Notes redeemed with the net cash proceeds of certain equity offerings. Subject to certain limitations, in the event of a change in control of the Company, the Company will be required to make an offer to purchase the 2022 Notes at a purchase price equal to 101% of the principal amount of the 2022 Notes, plus accrued and unpaid interest up to the purchase date. The Indenture contains restrictive covenants that, among other things, limit the ability of the Company and the Guarantor Subsidiaries to: (i) pay dividends or make other restricted payments, (ii) make certain investments, (iii) incur additional indebtedness or issue preferred stock, (iv) create liens, (v) pay dividends or make other payments (except for certain dividends and payments to the Company and certain subsidiaries of the Company), (vi) merge or consolidate with other entities or sell substantially all of its assets, (vii) enter into transactions with affiliates, and (viii) engage in certain sale and leaseback transactions. The foregoing limitations are subject to exceptions as set forth in the Indenture. In addition, if in the future, the 2022 Notes have an investment grade credit rating by both Moody’s Investors Services, Inc. and Standard & Poor’s Ratings Services, certain of these covenants will thereafter no longer apply to the 2022 Notes for so long as the 2022 Notes are rated investment grade by the two rating agencies. Tax Increment Financing Capital Lease Obligations and Other |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share | 11. EARNINGS PER SHARE Basic earnings per share is computed by dividing net income by the number of weighted average common shares outstanding during the reporting period. The weighted average number of common shares used in the diluted earnings per share calculation is determined using the treasury stock method and includes the incremental effect related to the Company’s outstanding stock-based compensation awards. On July 22, 2014, the Company closed the public offering of an aggregate 4,950,331 shares of the Company’s common stock, par value $0.01 per share, at a price of $75.50 per share. The Company used the net proceeds ($358 million) from the stock offering to fund, in part, the acquisition of Flagstone. The following table summarizes the effect of the share-based compensation awards on the weighted average number of shares outstanding used in calculating diluted earnings per share: Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 (In thousands) (In thousands) Net Income $ 31,362 $ 21,759 $ 49,214 $ 36,081 Weighted average common shares outstanding 42,974 36,961 42,922 36,822 Assumed exercise/vesting of equity awards (1) 705 1,029 732 1,039 Weighted average diluted common shares outstanding 43,679 37,990 43,654 37,861 Net earnings per basic share $ 0.73 $ 0.59 $ 1.15 $ 0.98 Net earnings per diluted share $ 0.72 $ 0.57 $ 1.13 $ 0.95 (1) Incremental shares from equity awards are computed by the treasury stock method. Equity awards, excluded from our computation of diluted earnings per share because they were anti-dilutive, were 0.8 million and 0.7 million for the three and six months ended June 30, 2015, respectively, and 0.4 million for the three and six months ended June 30, 2014, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Stock-Based Compensation | 12. STOCK-BASED COMPENSATION The Board of Directors adopted, and the Company’s Stockholders approved, the “TreeHouse Foods, Inc. Equity and Incentive Plan” (the “Plan”). On April 23, 2015, the Plan was amended and restated to increase the number of shares available for issuance under the Plan by 3 million shares, effective February 27, 2015. The Plan is administered by our Compensation Committee, which consists entirely of independent directors. The Compensation Committee determines specific awards for our executive officers. For all other employees, if the committee designates, our Chief Executive Officer or such other officers will, from time to time, determine specific persons to whom awards under the Plan will be granted, and the terms and conditions of each award. The Compensation Committee or its designee, pursuant to the terms of the Plan, also will make all other necessary decisions and interpretations under the plan. Under the Plan, the Compensation Committee may grant awards of various types of compensation, including stock options, restricted stock, restricted stock units, performance shares, performance units, other types of stock-based awards, and other cash-based compensation. The maximum number of shares available to be awarded under the Plan (before considering the Plan amendment in April 2015) is approximately 9.3 million, of which approximately 0.7 million remain available as of June 30, 2015. Income before income taxes for the three and six month periods ended June 30, 2015 includes share-based compensation expense of $4.5 million and $10.5 million, respectively. Share-based compensation expense for the three and six months ended June 30, 2014 was $5.5 million and $9.7 million, respectively. The tax benefit recognized related to the compensation cost of these share-based awards was approximately $1.6 million and $3.7 million for the three and six months ended June 30, 2015, respectively, and $1.9 million and $3.4 million for the three and six month periods ended June 30, 2014, respectively. Stock Options — Weighted Weighted Average Average Remaining Aggregate Employee Director Exercise Contractual Intrinsic Options Options Price Term (yrs) Value (In thousands) (In thousands) Outstanding, December 31, 2014 1,858 42 $ 49.53 5.7 $ 68,396 Granted 399 — $ 76.43 Forfeited (29 ) — $ 76.10 Exercised (235 ) (7 ) $ 28.09 Outstanding, June 30, 2015 1,993 35 $ 57.00 6.7 $ 48,793 Vested/expected to vest, at June 30, 2015 1,929 35 $ 56.36 6.6 $ 48,511 Exercisable, June 30, 2015 1,240 35 $ 45.83 5.1 $ 44,875 Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 (In millions) (In millions) Intrinsic value of stock options exercised $ 2.4 $ 10.7 $ 13.4 $ 21.6 Compensation expense $ 1.8 $ 1.3 $ 3.3 $ 2.4 Tax benefit recognized from stock option exercises $ 0.9 $ 4.0 $ 5.1 $ 8.2 Compensation costs related to unvested options totaled $14.6 million at June 30, 2015 and will be recognized over the remaining vesting period of the grants, which averages 2.4 years. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used to calculate the fair value of stock options issued in 2015 include the following: expected volatility of 25.07%, expected term of six years, risk free rate of 1.98% and no dividends. The weighted average grant date fair value of awards granted during the second quarter of 2015 was $22.00. Restricted Stock Units The following table summarizes the restricted stock unit activity during the six months ended June 30, 2015. Weighted Weighted Employee Average Director Average Restricted Grant Date Restricted Grant Date Stock Units Fair Value Stock Units Fair Value (In thousands) (In thousands) Outstanding, at December 31, 2014 392 $ 71.97 101 $ 49.71 Granted 165 $ 76.61 16 $ 76.30 Vested (162 ) $ 67.17 (6 ) $ 68.58 Forfeited (45 ) $ 76.15 — $ — Outstanding, at June 30, 2015 350 $ 75.87 111 $ 52.60 Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 (In millions) (In millions) Compensation expense $ 3.4 $ 2.8 $ 6.0 $ 5.2 Fair value of vested restricted stock units $ 12.3 $ 11.1 $ 12.9 $ 11.2 Tax benefit recognized from vested restricted stock units $ 4.4 $ 4.1 $ 4.5 $ 4.1 Future compensation costs related to restricted stock units are approximately $22.7 million as of June 30, 2015, and will be recognized on a weighted average basis, over the next 2.3 years. The grant date fair value of the awards granted in 2015 is equal to the Company’s closing stock price on the grant date. Performance Units Weighted Average Performance Grant Date Units Fair Value (In thousands) Unvested, at December 31, 2014 269 $ 68.76 Granted 105 $ 76.30 Vested (59 ) $ 61.41 Forfeited (24 ) $ 61.41 Unvested, at June 30, 2015 291 $ 73.57 Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 (In millions) (In millions) Compensation expense $ (0.7 ) $ 1.4 $ 1.2 $ 2.2 Tax benefit recognized from performance units vested $ 1.7 $ (0.5 ) $ 1.7 $ 0.2 Fair value of vested performance units $ 4.5 $ 0.4 $ 4.5 $ 0.4 Future compensation costs related to the performance units are estimated to be approximately $11.9 million as of June 30, 2015, and are expected to be recognized over the next 2.2 years. The grant fair value of the awards is equal to the Company’s closing stock price on the date of grant. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Jun. 30, 2015 | |
Accumulated Other Comprehensive Loss | 13. ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated Other Comprehensive Loss consists of the following components, all of which are net of tax, except for the foreign currency translation adjustment: Unrecognized Accumulated Foreign Pension and Other Currency Postretirement Comprehensive Translation (1) Benefits (2) Loss (In thousands) Balance at December 31, 2014 $ (51,326 ) $ (13,005 ) $ (64,331 ) Other comprehensive loss (20,318 ) — (20,318 ) Reclassifications from accumulated other comprehensive loss — 512 512 Other comprehensive (loss) income (20,318 ) 512 (19,806 ) Balance at June 30, 2015 $ (71,644 ) $ (12,493 ) $ (84,137 ) Unrecognized Accumulated Foreign Pension and Other Currency Postretirement Comprehensive Translation (1) Benefits (2) Loss (In thousands) Balance at December 31, 2013 $ (24,689 ) $ (7,074 ) $ (31,763 ) Other comprehensive loss (1,001 ) — (1,001 ) Reclassifications from accumulated other comprehensive loss — 206 206 Other comprehensive (loss) income (1,001 ) 206 (795 ) Balance at June 30, 2014 $ (25,690 ) $ (6,868 ) $ (32,558 ) (1) The foreign currency translation adjustment is not net of tax, as it pertains to the Company’s permanent investment in its Canadian subsidiaries. (2) The unrecognized pension and postretirement benefits reclassification is presented net of tax of $316 thousand and $129 thousand for the six months ended June 30, 2015 and 2014, respectively. The reclassification is included in the computation of net periodic pension cost, which is recorded in the Cost of sales and General and administrative lines of the Condensed Consolidated Statements of Income. The Condensed Consolidated Statements of Income lines impacted by reclassifications out of Accumulated Other Comprehensive Loss are outlined below: Affected line in Reclassifications from Accumulated The Condensed Consolidated Other Comprehensive Loss Statements of Income Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 (In thousands) (In thousands) Amortization of defined benefit pension items: Prior service costs $ 36 $ 37 $ 73 $ 73 (a) Unrecognized net loss 378 131 755 262 (a) Total before tax 414 168 828 335 Income taxes 158 65 316 129 Income taxes Net of tax $ 256 $ 103 $ 512 $ 206 (a) These accumulated other comprehensive loss components are included in the computation of net periodic pension cost, and are recorded in the Cost of Sales and General and Administrative lines of the Condensed Consolidated Statements of Income. |
Employee Retirement and Postret
Employee Retirement and Postretirement Benefits | 6 Months Ended |
Jun. 30, 2015 | |
Employee Retirement and Postretirement Benefits | 14. EMPLOYEE RETIREMENT AND POSTRETIREMENT BENEFITS Pension, Profit Sharing, and Postretirement Benefits Components of net periodic pension expense are as follows: Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 (In thousands) Service cost $ 621 $ 545 $ 1,243 $ 1,090 Interest cost 713 692 1,425 1,385 Expected return on plan assets (765 ) (798 ) (1,530 ) (1,595 ) Amortization of prior service costs 52 54 105 106 Amortization of unrecognized net loss 365 126 730 252 Net periodic pension cost $ 986 $ 619 $ 1,973 $ 1,238 The Company contributed $2.0 million to the pension plans in the first six months of 2015. The Company does not expect to make additional contributions to the plans in 2015. Components of net periodic postretirement expense are as follows: Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 (In thousands) (In thousands) Service cost $ 5 $ 5 $ 10 $ 10 Interest cost 37 39 75 78 Amortization of prior service costs (16 ) (17 ) (32 ) (33 ) Amortization of unrecognized net loss 13 5 25 10 Net periodic postretirement cost $ 39 $ 32 $ 78 $ 65 The Company expects to contribute approximately $0.2 million to the postretirement health plans during 2015. Net periodic pension costs are recorded in the Cost of sales and General and administrative lines of the Condensed Consolidated Statements of Income. |
Other Operating Expense (Income
Other Operating Expense (Income), Net | 6 Months Ended |
Jun. 30, 2015 | |
Other Operating Expense (Income), Net | 15. OTHER OPERATING EXPENSE (INCOME), NET The Company incurred other operating expense (income) for the three and six months ended June 30, 2015 and 2014, which consisted of the following: Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 (In thousands) (In thousands) Restructuring $ 135 $ 371 $ 350 $ 1,238 Other expense — (6 ) — — Total other operating expense (income), net $ 135 $ 365 $ 350 $ 1,238 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 30, 2015 | |
Supplemental Cash Flow Information | 16. SUPPLEMENTAL CASH FLOW INFORMATION Six Months Ended June 30, 2015 2014 (In thousands) Interest paid $ 21,332 $ 23,430 Income taxes paid $ 20,211 $ 34,426 Accrued purchase of property and equipment $ 8,008 $ 8,988 Accrued other intangible assets $ 2,550 $ 1,284 Non-cash financing activities for the six months ended June, 2015 and 2014 include the gross issuance of 227,237 shares and 145,832 shares, respectively, of restricted stock units and performance units. A portion of these shares were withheld to satisfy minimum statutory tax withholding requirements and are included as a financing cash outflow. Income taxes paid in the first six months of 2015 were lower than the first six months of 2014 due to the availability of federal and state overpayments carried forward from the 2014 tax year and applied to the Company’s 2015 tax liabilities. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies | 17. COMMITMENTS AND CONTINGENCIES Litigation, Investigations and Audits |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments | 18. DERIVATIVE INSTRUMENTS The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by derivative instruments include interest rate risk, foreign currency risk and commodity price risk. Derivative contracts are entered into for periods consistent with the related underlying exposure and do not constitute positions independent of those exposures. The Company does not enter into derivative instruments for trading or speculative purposes. The Company manages its exposure to changes in interest rates by optimizing the use of variable-rate and fixed-rate debt and by utilizing interest rate swaps to hedge our exposure to changes in interest rates, to reduce the volatility of our financing costs, and to achieve a desired proportion of fixed versus floating-rate debt, based on current and projected market conditions, with a bias toward fixed-rate debt. Due to the Company’s operations in Canada, we are exposed to foreign currency risk. The Company enters into foreign currency contracts to manage the risk associated with foreign currency cash flows. The Company’s objective in using foreign currency contracts is to establish a fixed foreign currency exchange rate for the net cash flow requirements for purchases that are denominated in U.S. dollars. These contracts do not qualify for hedge accounting and changes in their fair value are recorded in the Condensed Consolidated Statements of Income, with their fair value recorded on the Condensed Consolidated Balance Sheets. As of June 30, 2015, the Company had $44.5 million of U.S. dollar foreign currency contracts outstanding, expiring in July, August, and September of this year. As of June 30, 2014, the Company had $27.9 million of US dollar foreign currency contracts outstanding. Certain commodities we use in the production and distribution of our products are exposed to market price risk. The Company utilizes derivative contracts to manage this risk. The majority of commodity forward contracts are not derivatives, and those that are, generally qualify for the normal purchases and normal sales scope exception under the guidance for derivative instruments and hedging activities and, therefore, are not subject to its provisions. For derivative commodity contracts that do not qualify for the normal purchases and normal sales scope exception, the Company records their fair value on the Company’s Condensed Consolidated Balance Sheets, with changes in value being recorded in the Condensed Consolidated Statements of Income. The Company’s derivative commodity contracts may include contracts for diesel, oil, plastics, natural gas, electricity, and other commodity contracts that do not meet the requirements for the normal purchases and normal sales scope exception. The Company’s diesel contracts are used to manage the Company’s risk associated with the underlying cost of diesel fuel used to deliver products. The contracts for oil and plastics are used to manage the Company’s risk associated with the underlying commodity cost of a significant component used in packaging materials. Contracts for natural gas and electricity are used to manage the Company’s risk associated with the utility costs of its manufacturing facilities, and commodity contracts that are derivatives that do not meet the normal purchases and normal sales scope exception are used to manage the price risk associated with raw material costs. As of June 30, 2015, the Company had outstanding contracts for the purchase of 30,777 megawatts of electricity, expiring throughout 2015, 4.2 million pounds of plastics, expiring throughout 2015, and 3.7 million gallons of diesel, expiring throughout 2015 and early 2016. The following table identifies the derivative, its fair value, and location on the Condensed Consolidated Balance Sheet: Fair Value Balance Sheet Location June 30, 2015 December 31, 2014 (In thousands) Asset Derivative: Foreign currency contracts Prepaid expenses and other current assets $ 1,363 $ — $ 1,363 $ — Liability Derivative: Commodity contracts Accounts payable and accrued expenses $ 2,003 $ 3,044 $ 2,003 $ 3,044 We recorded the following gains and losses on our derivative contracts in the Condensed Consolidated Statements of Income: Three Months Ended Six Months Ended Location of (Loss) Gain June 30, June 30, Recognized in Income 2015 2014 2015 2014 (In thousands) (In thousands) Mark-to-market unrealized gain (loss): Commodity contracts Other (income) expense, net $ 1,098 $ (53 ) $ 1,041 $ (169 ) Foreign currency contracts Other (income) expense, net 889 (194 ) 1,363 (194 ) Total unrealized gain (loss) 1,987 (247 ) 2,404 (363 ) Realized (loss) gain Commodity contracts Selling and distribution (929 ) — (1,759 ) — Foreign currency contracts Cost of Sales 461 — 461 — Total realized loss (468 ) — (1,298 ) — Total (loss) gain $ 1,519 $ (247 ) $ 1,106 $ (363 ) |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value | 19. FAIR VALUE The following table presents the carrying value and fair value of our financial instruments as of June 30, 2015 and December 31, 2014: June 30, 2015 December 31, 2014 Carrying Fair Carrying Fair Value Value Value Value Level (In thousands) (In thousands) Not recorded at fair value (liability): Revolving Credit Facility $ (446,000 ) $ (446,366 ) $ (554,000 ) $ (559,085 ) 2 Term Loan $ (297,000 ) $ (297,497 ) $ (298,500 ) $ (315,070 ) 2 Acquisition Term Loan $ (195,000 ) $ (195,192 ) $ (197,500 ) $ (202,716 ) 2 2022 Notes $ (400,000 ) $ (403,000 ) $ (400,000 ) $ (406,000 ) 2 Recorded on a recurring basis at fair value (liability) asset: Commodity contracts $ (2,003 ) $ (2,003 ) $ (3,044 ) $ (3,044 ) 2 Foreign currency contracts $ 1,363 $ 1,363 $ — $ — 2 Investments $ 9,004 $ 9,004 $ 9,148 $ 9,148 1 Cash and cash equivalents and accounts receivable are financial assets with carrying values that approximate fair value. Accounts payable are financial liabilities with carrying values that approximate fair value. The fair value of the Revolving Credit Facility, Term Loan, Acquisition Term Loan, 2022 Notes, foreign currency contracts, and commodity contracts are determined using Level 2 inputs. Level 2 inputs are inputs other than quoted market prices that are observable for an asset or liability, either directly or indirectly. The fair values of the Revolving Credit Facility, Term Loan, and Acquisition Term Loan were estimated using present value techniques and market based interest rates and credit spreads. The fair value of the Company’s 2022 Notes was estimated based on quoted market prices for similar instruments, where the inputs are considered Level 2, due to their infrequent trading volume. The fair value of the commodity contracts and foreign currency contracts are based on an analysis comparing the contract rates to the market rates at the balance sheet date. The commodity contracts and foreign currency contracts are recorded at fair value on the Condensed Consolidated Balance Sheets. The fair value of the investments is determined using Level 1 inputs. Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement dates. The investments are recorded at fair value on the Condensed Consolidated Balance Sheets. |
Segment and Geographic Informat
Segment and Geographic Information and Major Customers | 6 Months Ended |
Jun. 30, 2015 | |
Segment and Geographic Information and Major Customers | 20. SEGMENT AND GEOGRAPHIC INFORMATION AND MAJOR CUSTOMERS The Company manages operations on a company-wide basis, thereby making determinations as to the allocation of resources in total rather than on a segment-level basis. The Company has designated reportable segments based on how management views its business. The Company does not segregate assets between segments for internal reporting. Therefore, asset-related information has not been presented. The reportable segments, as presented below, are consistent with the manner in which the Company reports its results to the chief operating decision maker. The Company evaluates the performance of its segments based on net sales dollars and direct operating income (gross profit less freight out, sales commissions and direct selling and marketing expenses). The amounts in the following tables are obtained from reports used by senior management and do not include income taxes. Other expenses not allocated include unallocated selling and distribution expenses, unallocated costs of sales and unallocated corporate expenses. The accounting policies of the Company’s segments are the same as those described in the summary of significant accounting policies set forth in Note 1 to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2014. Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 (In thousands) (In thousands) Net sales to external customers: North American Retail Grocery $ 578,750 $ 444,244 $ 1,171,163 $ 896,655 Food Away From Home 97,848 97,285 186,125 185,960 Industrial and Export 82,610 86,431 185,065 164,248 Total $ 759,208 $ 627,960 $ 1,542,353 $ 1,246,863 Direct operating income: North American Retail Grocery $ 81,256 $ 73,150 $ 158,356 $ 148,726 Food Away From Home 14,539 12,054 26,562 21,543 Industrial and Export 14,097 13,476 35,619 28,926 Total 109,892 98,680 220,537 199,195 Unallocated selling and distribution expenses (1,964 ) (2,702 ) (5,121 ) (5,745 ) Unallocated costs of sales (1) 646 105 (203 ) (2,393 ) Unallocated corporate expense (54,053 ) (51,507 ) (113,996 ) (96,182 ) Operating income 54,521 44,576 101,217 94,875 Other expense (6,734 ) (10,836 ) (27,629 ) (41,092 ) Income before income taxes $ 47,787 $ 33,740 $ 73,588 $ 53,783 (1) Includes charges related to restructurings and other costs managed at corporate. Geographic Information Major Customers Product Information Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 (In thousands) (In thousands) Products: Snacks $ 165,381 $ — $ 311,880 $ — Beverages 92,670 117,562 203,670 241,882 Salad dressings 100,178 101,290 184,344 189,426 Beverage enhancers 78,416 82,694 164,529 171,003 Soup and infant feeding 59,514 51,316 158,322 108,513 Pickles 86,407 87,926 157,469 156,775 Mexican and other sauces 58,795 65,930 117,226 126,579 Cereals 34,247 35,392 77,287 80,293 Dry dinners 29,524 32,240 62,935 67,317 Aseptic products 29,092 25,708 53,970 47,595 Other products 12,711 14,813 26,499 30,780 Jams 12,273 13,089 24,222 26,700 Total net sales $ 759,208 $ 627,960 $ 1,542,353 $ 1,246,863 |
Guarantor and Non-Guarantor Fin
Guarantor and Non-Guarantor Financial Information | 6 Months Ended |
Jun. 30, 2015 | |
Guarantor and Non-Guarantor Financial Information | 21. GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION As of June 30, 2015, the Company’s 2022 Notes are guaranteed, fully and unconditionally, as well as jointly and severally, by its Guarantor Subsidiaries. There are no significant restrictions on the ability of the parent company or any guarantor to obtain funds from its subsidiaries by dividend or loan. The following condensed supplemental consolidating financial information presents the results of operations, financial position and cash flows of the parent company, its Guarantor Subsidiaries, its non-guarantor subsidiaries and the eliminations necessary to arrive at the information for the Company on a consolidated basis as of June 30, 2015 and 2014, and for the three and six months ended June 30, 2015, and 2014. The equity method has been used with respect to investments in subsidiaries. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. Condensed Supplemental Consolidating Balance Sheet June 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 12,116 $ 1 $ 32,447 $ — $ 44,564 Investments — — 9,004 — 9,004 Accounts receivable, net — 147,932 24,867 — 172,799 Inventories, net — 485,226 128,050 — 613,276 Deferred income taxes 5,129 22,388 8,377 — 35,894 Prepaid expenses and other current assets 13,821 6,574 20,801 (17,158 ) 24,038 Total current assets 31,066 662,121 223,546 (17,158 ) 899,575 Property, plant, and equipment, net 28,031 427,758 93,559 — 549,348 Goodwill — 1,467,185 193,469 — 1,660,654 Investment in subsidiaries 2,334,531 512,067 — (2,846,598 ) — Intercompany accounts receivable (payable), net 706,006 (639,359 ) (66,647 ) — — Deferred income taxes 12,913 — — (12,913 ) — Intangible and other assets, net 55,194 485,555 166,762 — 707,511 Total assets $ 3,167,741 $ 2,915,327 $ 610,689 $ (2,876,669 ) $ 3,817,088 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 15,886 $ 243,208 $ 37,370 $ (17,158 ) $ 279,306 Current portion of long-term debt 13,000 1,686 2,209 — 16,895 Total current liabilities 28,886 244,894 39,579 (17,158 ) 296,201 Long-term debt 1,325,000 1,019 2,857 — 1,328,876 Deferred income taxes — 290,428 41,137 (12,913 ) 318,652 Other long-term liabilities 9,092 44,455 15,049 — 68,596 Stockholders’ equity 1,804,763 2,334,531 512,067 (2,846,598 ) 1,804,763 Total liabilities and stockholders’ equity $ 3,167,741 $ 2,915,327 $ 610,689 $ (2,876,669 ) $ 3,817,088 Condensed Supplemental Consolidating Balance Sheet December 31, 2014 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 18,706 $ 2 $ 33,273 $ — $ 51,981 Investments — — 9,148 — 9,148 Accounts receivable, net 46 185,202 48,408 — 233,656 Inventories, net — 471,189 122,909 — 594,098 Deferred income taxes 8,361 19,196 8,007 — 35,564 Prepaid expenses and other current assets 32,849 5,947 12,812 (26,619 ) 24,989 Total current assets 59,962 681,536 234,557 (26,619 ) 949,436 Property, plant, and equipment, net 28,411 416,104 99,263 — 543,778 Goodwill — 1,464,999 202,986 — 1,667,985 Investment in subsidiaries 2,269,325 534,326 — (2,803,651 ) — Intercompany accounts receivable (payable), net 840,606 (771,836 ) (68,770 ) — — Deferred income taxes 12,217 — — (12,217 ) — Intangible and other assets, net 55,826 503,289 182,690 — 741,805 Total assets $ 3,266,347 $ 2,828,418 $ 650,726 $ (2,842,487 ) $ 3,903,004 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 48,002 $ 224,352 $ 51,125 $ (26,619 ) $ 296,860 Current portion of long-term debt 10,500 1,595 2,278 — 14,373 Total current liabilities 58,502 225,947 53,403 (26,619 ) 311,233 Long-term debt 1,439,500 2,027 3,961 — 1,445,488 Deferred income taxes — 289,257 42,414 (12,217 ) 319,454 Other long-term liabilities 9,088 41,862 16,622 — 67,572 Stockholders’ equity 1,759,257 2,269,325 534,326 (2,803,651 ) 1,759,257 Total liabilities and stockholders’ equity $ 3,266,347 $ 2,828,418 $ 650,726 $ (2,842,487 ) $ 3,903,004 Condensed Supplemental Consolidating Statement of Income Three Months Ended June 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 697,428 $ 135,762 $ (73,982 ) $ 759,208 Cost of sales — 555,973 125,846 (73,982 ) 607,837 Gross profit — 141,455 9,916 — 151,371 Selling, general and administrative expense 15,276 56,416 9,472 — 81,164 Amortization 2,044 10,154 3,353 — 15,551 Other operating income, net — 135 — — 135 Operating (loss) income (17,320 ) 74,750 (2,909 ) — 54,521 Interest expense 10,900 165 1,778 (1,471 ) 11,372 Interest income (1 ) (1,471 ) (193 ) 1,471 (194 ) Other expense (income), net 2 (3,295 ) (1,151 ) — (4,444 ) (Loss) income before income taxes (28,221 ) 79,351 (3,343 ) — 47,787 Income taxes (benefit) (10,777 ) 28,360 (1,158 ) — 16,425 Equity in net income (loss) of subsidiaries 48,806 (2,185 ) — (46,621 ) — Net income (loss) $ 31,362 $ 48,806 $ (2,185 ) $ (46,621 ) $ 31,362 Condensed Supplemental Consolidating Statement of Income Three Months Ended June 30, 2014 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 537,886 $ 154,221 $ (64,147 ) $ 627,960 Cost of sales — 421,380 135,050 (64,147 ) 492,283 Gross profit — 116,506 19,171 — 135,677 Selling, general and administrative expense 17,333 50,695 12,176 — 80,204 Amortization 1,411 5,953 3,168 — 10,532 Other operating income, net — 356 9 — 365 Operating (loss) income (18,744 ) 59,502 3,818 — 44,576 Interest expense 8,776 201 4,464 (4,440 ) 9,001 Interest income — (4,444 ) (409 ) 4,440 (413 ) Loss on extinguishment of debt 5,259 — — — 5,259 Other expense (income), net 9 (2,399 ) (621 ) — (3,011 ) (Loss) income before income taxes (32,788 ) 66,144 384 — 33,740 Income taxes (benefit) (12,641 ) 24,442 180 — 11,981 Equity in net income (loss) of subsidiaries 41,906 204 — (42,110 ) — Net income (loss) $ 21,759 $ 41,906 $ 204 $ (42,110 ) $ 21,759 Condensed Supplemental Consolidating Statement of Income Six Months Ended June 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 1,405,006 $ 283,904 $ (146,557 ) $ 1,542,353 Cost of sales — 1,129,459 255,643 (146,557 ) 1,238,545 Gross profit — 275,547 28,261 — 303,808 Selling, general and administrative expense 33,041 117,357 20,964 — 171,362 Amortization 3,871 20,214 6,794 — 30,879 Other operating expense, net — 350 — — 350 Operating (loss) income (36,912 ) 137,626 503 — 101,217 Interest expense 22,430 290 3,260 (2,916 ) 23,064 Interest income (1,431 ) (2,916 ) (532 ) 2,916 (1,963 ) Other expense (income), net (2 ) 5,848 682 — 6,528 (Loss) income before income taxes (57,909 ) 134,404 (2,907 ) — 73,588 Income taxes (benefit) (22,113 ) 47,452 (965 ) — 24,374 Equity in net income (loss) of subsidiaries 85,010 (1,942 ) — (83,068 ) — Net income (loss) $ 49,214 $ 85,010 $ (1,942 ) $ (83,068 ) $ 49,214 Condensed Supplemental Consolidating Statement of Income Six Months Ended June 30, 2014 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 1,073,048 $ 283,186 $ (109,371 ) $ 1,246,863 Cost of sales — 843,280 244,286 (109,371 ) 978,195 Gross profit — 229,768 38,900 — 268,668 Selling, general and administrative expense 31,392 96,728 23,869 — 151,989 Amortization 2,923 11,728 5,915 — 20,566 Other operating expense, net — 1,217 21 — 1,238 Operating (loss) income (34,315 ) 120,095 9,095 — 94,875 Interest expense 19,465 385 8,300 (8,276 ) 19,874 Interest income — (8,304 ) (553 ) 8,276 (581 ) Loss on extinguishment of debt 21,944 — — — 21,944 Other expense (income), net 9 (715 ) 561 — (145 ) (Loss) income before income taxes (75,733 ) 128,729 787 — 53,783 Income taxes (benefit) (29,933 ) 47,289 346 — 17,702 Equity in net income (loss) of subsidiaries 81,881 441 — (82,322 ) — Net income (loss) $ 36,081 $ 81,881 $ 441 $ (82,322 ) $ 36,081 Condensed Supplemental Consolidating Statement of Comprehensive Income Three Months Ended June 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 31,362 $ 48,806 $ (2,185 ) $ (46,621 ) $ 31,362 Other comprehensive income: Foreign currency translation adjustments — — 6,219 — 6,219 Pension and postretirement reclassification adjustment, net of tax — 256 — — 256 Other comprehensive income — 256 6,219 — 6,475 Equity in other comprehensive income (loss) of subsidiaries 6,475 6,219 — (12,694 ) — Comprehensive income (loss) $ 37,837 $ 55,281 $ 4,034 $ (59,315 ) $ 37,837 Condensed Supplemental Consolidating Statement of Comprehensive Income Three Months Ended June 30, 2014 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 21,759 $ 41,906 $ 204 $ (42,110 ) $ 21,759 Other comprehensive income: Foreign currency translation adjustments — 4,768 6,138 — 10,906 Pension and postretirement reclassification adjustment, net of tax — 103 — — 103 Other comprehensive income — 4,871 6,138 — 11,009 Equity in other comprehensive income (loss) of subsidiaries 11,009 6,138 — (17,147 ) — Comprehensive income (loss) $ 32,768 $ 52,915 $ 6,342 $ (59,257 ) $ 32,768 Condensed Supplemental Consolidating Statement of Comprehensive Income Six Months Ended June 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 49,214 $ 85,010 $ (1,942 ) $ (83,068 ) $ 49,214 Other comprehensive (loss) income: Foreign currency translation adjustments — — (20,318 ) — (20,318 ) Pension and postretirement reclassification adjustment, net of tax — 512 — — 512 Other comprehensive (loss) income — 512 (20,318 ) — (19,806 ) Equity in other comprehensive (loss) income of subsidiaries (19,806 ) (20,318 ) — 40,124 — Comprehensive income (loss) $ 29,408 $ 65,204 $ (22,260 ) $ (42,944 ) $ 29,408 Condensed Supplemental Consolidating Statement of Comprehensive Income Six Months Ended June 30, 2014 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 36,081 $ 81,881 $ 441 $ (82,322 ) $ 36,081 Other comprehensive (loss) income: Foreign currency translation adjustments — (438 ) (563 ) — (1,001 ) Pension and postretirement reclassification adjustment, net of tax — 206 — — 206 Other comprehensive (loss) income — (232 ) (563 ) — (795 ) Equity in other comprehensive (loss) income of subsidiaries (795 ) (563 ) — 1,358 — Comprehensive income (loss) $ 35,286 $ 81,086 $ (122 ) $ (80,964 ) $ 35,286 Condensed Supplemental Consolidating Statement of Cash Flows Six Months Ended June 30, 2015 (In thousands) Parent Guarantor Non- Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash (used in) provided by operating activities $ 31,490 $ 200,853 $ (988 ) $ (82,556 ) $ 148,799 Cash flows from investing activities: Additions to property, plant, and equipment (599 ) (32,820 ) (5,706 ) — (39,125 ) Additions to other intangible assets (5,819 ) (738 ) (126 ) — (6,683 ) Intercompany transfer (11,587 ) (86,612 ) 515 97,684 — Proceeds from sale of fixed assets — 140 40 — 180 Purchase of investments — — (311 ) — (311 ) Net cash (used in) provided by investing activities (18,005 ) (120,030 ) (5,588 ) 97,684 (45,939 ) Cash flows from financing activities: Borrowings under Revolving Credit Facility 40,000 — — — 40,000 Payments under Revolving Credit Facility (148,000 ) — — — (148,000 ) Payments on capitalized lease obligations and other debt — (917 ) (1,100 ) — (2,017 ) Payments on Term Loan and Acquisition Term Loan (4,000 ) — — — (4,000 ) Intercompany transfer 86,230 (79,907 ) 8,805 (15,128 ) — Net receipts related to stock-based award activities 1,112 — — — 1,112 Excess tax benefits from stock-based compensation 4,583 — — — 4,583 Net cash provided by (used in) financing activities (20,075 ) (80,824 ) 7,705 (15,128 ) (108,322 ) Effect of exchange rate changes on cash and cash equivalents — — (1,955 ) — (1,955 ) (Decrease) increase in cash and cash equivalents (6,590 ) (1 ) (826 ) — (7,417 ) Cash and cash equivalents, beginning of period 18,706 2 33,273 — 51,981 Cash and cash equivalents, end of period $ 12,116 $ 1 $ 32,447 $ — $ 44,564 Condensed Supplemental Consolidating Statement of Cash Flows Six Months Ended June 30, 2014 (In thousands) Parent Guarantor Non- Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ 73,621 $ 102,402 $ 7,668 $ (100,298 ) $ 83,393 Cash flows from investing activities: Additions to property, plant, and equipment (287 ) (23,233 ) (6,969 ) — (30,489 ) Additions to other intangible assets (5,166 ) (234 ) — — (5,400 ) Intercompany transfer (173,924 ) 231,047 — (57,123 ) — Acquisitions, less cash acquired — (144,147 ) 3,312 — (140,835 ) Proceeds from sale of fixed assets — 130 397 — 527 Purchase of investments — — (353 ) — (353 ) Proceeds from sale of investments — — 63 — 63 Net cash used in (provided by) investing activities (179,377 ) 63,563 (3,550 ) (57,123 ) (176,487 ) Cash flows from financing activities: Borrowings under Revolving Credit Facility 467,300 — — — 467,300 Payments under Revolving Credit Facility (693,300 ) — (312 ) — (693,612 ) Proceeds from issuance of Term Loan 300,000 — — — 300,000 Proceeds from issuance of 2022 Notes 400,000 — — — 400,000 Payments on 2018 Notes (400,000 ) — — — (400,000 ) Payments on capitalized lease obligations and other debt — (880 ) — — (880 ) Payments of deferred financing costs (12,869 ) — — — (12,869 ) Payment of debt premium for extinguishment of debt (16,693 ) — — — (16,693 ) Intercompany transfer 19,958 (165,127 ) (12,252 ) 157,421 — Net receipts related to stock-based award activities 9,411 — — — 9,411 Excess tax benefits from stock-based compensation 8,681 — — — 8,681 Net cash provided by (used in) financing activities 82,488 (166,007 ) (12,564 ) 157,421 61,338 Effect of exchange rate changes on cash and cash equivalents — — 2,294 — 2,294 Decrease in cash and cash equivalents (23,268 ) (42 ) (6,152 ) — (29,462 ) Cash and cash equivalents, beginning of period 23,268 43 23,164 — 46,475 Cash and cash equivalents, end of period $ — $ 1 $ 17,012 $ — $ 17,013 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Flagstone | |
Purchase Price Allocation to Net Tangible and Intangible Assets Acquired and Liabilities Assumed | We have made a preliminary allocation to net tangible and intangible assets acquired and liabilities assumed as follows: (In thousands) Cash $ 902 Receivables 55,640 Inventory 128,224 Property, plant, and equipment 37,154 Customer relationships 231,700 Trade names 6,300 Supplier relationships 2,500 Software 1,755 Formulas 1,600 Other assets 9,618 Goodwill 507,744 Fair value of assets acquired 983,137 Deferred taxes (65,866 ) Assumed liabilities (62,140 ) Total purchase price $ 855,131 |
Business Acquisition Pro Forma Information | The following unaudited pro forma information shows the results of operations for the Company as if its acquisition of Flagstone had been completed as of January 1, 2014. Adjustments have been made for the pro forma effects of depreciation and amortization of tangible and intangible assets recognized as part of the business combination, the issuance of common stock, interest expense related to the financing of the business combination, and related income taxes. The pro forma results may not necessarily reflect actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations. Six Months Ended June 30, 2014 (In thousands, except per share data) Pro forma net sales $ 1,584,238 Pro forma net income $ 42,437 Pro forma basic earnings per common share $ 1.02 Pro forma diluted earnings per common share $ 0.99 |
Protenergy | |
Purchase Price Allocation to Net Tangible and Intangible Assets Acquired and Liabilities Assumed | We have completed the allocation of the purchase price to net tangible and intangible assets acquired and liabilities assumed as follows: (In thousands) Cash $ 2,580 Receivables 10,949 Inventory 38,283 Property, plant, and equipment 36,355 Customer relationships 49,516 Software 1,483 Formulas 433 Other assets 2,425 Goodwill 50,728 Fair value of assets acquired 192,752 Assumed liabilities (42,412 ) Unfavorable contractual agreements (7,643 ) Total purchase price $ 142,697 |
Business Acquisition Pro Forma Information | The following unaudited pro forma information shows the results of operations for the Company as if the acquisition of Protenergy had been completed as of January 1, 2014. Adjustments have been made for the pro forma effects of depreciation and amortization of tangible and intangible assets recognized as part of the business combination, interest expense related to the financing of the business combination, and related income taxes. These pro forma results may not necessarily reflect actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations. Six Months Ended June 30, 2014 (In thousands, except per share data) Pro forma net sales $ 1,307,621 Pro forma net income $ 28,521 Pro forma basic earnings per common share $ 0.77 Pro forma diluted earnings per common share $ 0.75 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Investments | June 30, 2015 December 31, 2014 (In thousands) U.S. equity $ 5,574 $ 5,749 Non-U.S. equity 1,772 1,692 Fixed income 1,658 1,707 Total investments $ 9,004 $ 9,148 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Inventories | June 30, December 31, 2015 2014 (In thousands) Raw materials and supplies $ 296,642 $ 279,745 Finished goods 336,904 334,856 LIFO reserve (20,270 ) (20,503 ) Total $ 613,276 $ 594,098 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant, and Equipment | June 30, December 31, 2015 2014 (In thousands) Land $ 25,869 $ 27,097 Buildings and improvements 212,079 209,117 Machinery and equipment 656,894 644,333 Construction in progress 49,543 35,010 Total 944,385 915,557 Less accumulated depreciation (395,037 ) (371,779 ) Property, plant, and equipment, net $ 549,348 $ 543,778 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill for the six months ended June 30, 2015 are as follows: North American Food Away Industrial Retail Grocery From Home and Export Total (In thousands) Balance at December 31, 2014 $ 1,439,476 $ 94,423 $ 134,086 $ 1,667,985 Foreign currency exchange adjustments (8,481 ) (876 ) — (9,357 ) Purchase price adjustment 2,026 — — 2,026 Balance at June 30, 2015 $ 1,433,021 $ 93,547 $ 134,086 $ 1,660,654 |
Carrying Amount of Indefinite Lives Intangible Assets Other Than Goodwill | The carrying amounts of our intangible assets with indefinite lives, other than goodwill, as of June 30, 2015 and December 31, 2014 are as follows: June 30, 2015 December 31, (In thousands) Trademarks $ 27,464 $ 28,995 Total indefinite lived intangibles $ 27,464 $ 28,995 |
Gross Carrying Amounts and Accumulated Amortization of Indefinite Lives Intangible Assets Other Than Goodwill | The gross carrying amount and accumulated amortization of intangible assets, other than goodwill, as of June 30, 2015 and December 31, 2014 are as follows: June 30, 2015 December 31, 2014 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount (In thousands) (In thousands) Intangible assets with finite lives: Customer-related $ 784,089 $ (189,620 ) $ 594,469 $ 794,300 $ (168,462 ) $ 625,838 Contractual agreements 4,050 (3,934 ) 116 2,829 (2,396 ) 433 Trademarks 32,442 (10,079 ) 22,363 32,579 (9,041 ) 23,538 Formulas/recipes 9,574 (6,519 ) 3,055 10,763 (7,138 ) 3,625 Computer software 72,257 (36,316 ) 35,941 65,202 (31,333 ) 33,869 Total other intangibles $ 902,412 $ (246,468 ) $ 655,944 $ 905,673 $ (218,370 ) $ 687,303 |
Estimated Amortization Expense on Intangible Assets | Estimated amortization expense on intangible assets for 2015 and the next four years is as follows: (In thousands) 2015 $ 63,938 2016 $ 62,639 2017 $ 61,534 2018 $ 55,980 2019 $ 53,591 |
Accounts Payable and Accrued 34
Accounts Payable and Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounts Payable and Accrued Expenses | June 30, December 31, 2015 2014 (In thousands) Accounts payable $ 205,568 $ 217,226 Payroll and benefits 34,600 38,669 Interest 6,266 6,507 Taxes 8,477 5,947 Health insurance, workers’ compensation, and other insurance costs 9,136 8,602 Marketing expenses 8,749 12,479 Other accrued liabilities 6,510 7,430 Total $ 279,306 $ 296,860 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Long-Term Debt | June 30, December 31, 2015 2014 (In thousands) Revolving Credit Facility $ 446,000 $ 554,000 Term Loan 297,000 298,500 Acquisition Term Loan 195,000 197,500 2022 Notes 400,000 400,000 Tax increment financing and other debt 7,771 9,861 Total debt outstanding 1,345,771 1,459,861 Less current portion (16,895 ) (14,373 ) Total long-term debt $ 1,328,876 $ 1,445,488 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Effect of Share-Based Compensation Awards on Weighted Average Number of Shares Outstanding Used in Calculating Diluted Earnings Per Share | The following table summarizes the effect of the share-based compensation awards on the weighted average number of shares outstanding used in calculating diluted earnings per share: Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 (In thousands) (In thousands) Net Income $ 31,362 $ 21,759 $ 49,214 $ 36,081 Weighted average common shares outstanding 42,974 36,961 42,922 36,822 Assumed exercise/vesting of equity awards (1) 705 1,029 732 1,039 Weighted average diluted common shares outstanding 43,679 37,990 43,654 37,861 Net earnings per basic share $ 0.73 $ 0.59 $ 1.15 $ 0.98 Net earnings per diluted share $ 0.72 $ 0.57 $ 1.13 $ 0.95 (1) Incremental shares from equity awards are computed by the treasury stock method. Equity awards, excluded from our computation of diluted earnings per share because they were anti-dilutive, were 0.8 million and 0.7 million for the three and six months ended June 30, 2015, respectively, and 0.4 million for the three and six months ended June 30, 2014, respectively. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Stock Option Activity | — Weighted Weighted Average Average Remaining Aggregate Employee Director Exercise Contractual Intrinsic Options Options Price Term (yrs) Value (In thousands) (In thousands) Outstanding, December 31, 2014 1,858 42 $ 49.53 5.7 $ 68,396 Granted 399 — $ 76.43 Forfeited (29 ) — $ 76.10 Exercised (235 ) (7 ) $ 28.09 Outstanding, June 30, 2015 1,993 35 $ 57.00 6.7 $ 48,793 Vested/expected to vest, at June 30, 2015 1,929 35 $ 56.36 6.6 $ 48,511 Exercisable, June 30, 2015 1,240 35 $ 45.83 5.1 $ 44,875 |
Highlight of Stock Options Activity | Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 (In millions) (In millions) Intrinsic value of stock options exercised $ 2.4 $ 10.7 $ 13.4 $ 21.6 Compensation expense $ 1.8 $ 1.3 $ 3.3 $ 2.4 Tax benefit recognized from stock option exercises $ 0.9 $ 4.0 $ 5.1 $ 8.2 |
Summary of Restricted Stock Unit Activity | The following table summarizes the restricted stock unit activity during the six months ended June 30, 2015. Weighted Weighted Employee Average Director Average Restricted Grant Date Restricted Grant Date Stock Units Fair Value Stock Units Fair Value (In thousands) (In thousands) Outstanding, at December 31, 2014 392 $ 71.97 101 $ 49.71 Granted 165 $ 76.61 16 $ 76.30 Vested (162 ) $ 67.17 (6 ) $ 68.58 Forfeited (45 ) $ 76.15 — $ — Outstanding, at June 30, 2015 350 $ 75.87 111 $ 52.60 |
Highlight of Restricted Stock Unit Activity | Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 (In millions) (In millions) Compensation expense $ 3.4 $ 2.8 $ 6.0 $ 5.2 Fair value of vested restricted stock units $ 12.3 $ 11.1 $ 12.9 $ 11.2 Tax benefit recognized from vested restricted stock units $ 4.4 $ 4.1 $ 4.5 $ 4.1 |
Summary of Performance Unit Activity | The following table summarizes the performance unit activity during the six months ended June 30, 2015: Weighted Average Performance Grant Date Units Fair Value (In thousands) Unvested, at December 31, 2014 269 $ 68.76 Granted 105 $ 76.30 Vested (59 ) $ 61.41 Forfeited (24 ) $ 61.41 Unvested, at June 30, 2015 291 $ 73.57 |
Highlights of Performance Unit Activity | Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 (In millions) (In millions) Compensation expense $ (0.7 ) $ 1.4 $ 1.2 $ 2.2 Tax benefit recognized from performance units vested $ 1.7 $ (0.5 ) $ 1.7 $ 0.2 Fair value of vested performance units $ 4.5 $ 0.4 $ 4.5 $ 0.4 |
Accumulated Other Comprehensi38
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Components of Accumulated Other Comprehensive Loss Net of Tax Except for Foreign Currency Translation Adjustment | Accumulated Other Comprehensive Loss consists of the following components, all of which are net of tax, except for the foreign currency translation adjustment: Unrecognized Accumulated Foreign Pension and Other Currency Postretirement Comprehensive Translation (1) Benefits (2) Loss (In thousands) Balance at December 31, 2014 $ (51,326 ) $ (13,005 ) $ (64,331 ) Other comprehensive loss (20,318 ) — (20,318 ) Reclassifications from accumulated other comprehensive loss — 512 512 Other comprehensive (loss) income (20,318 ) 512 (19,806 ) Balance at June 30, 2015 $ (71,644 ) $ (12,493 ) $ (84,137 ) Unrecognized Accumulated Foreign Pension and Other Currency Postretirement Comprehensive Translation (1) Benefits (2) Loss (In thousands) Balance at December 31, 2013 $ (24,689 ) $ (7,074 ) $ (31,763 ) Other comprehensive loss (1,001 ) — (1,001 ) Reclassifications from accumulated other comprehensive loss — 206 206 Other comprehensive (loss) income (1,001 ) 206 (795 ) Balance at June 30, 2014 $ (25,690 ) $ (6,868 ) $ (32,558 ) (1) The foreign currency translation adjustment is not net of tax, as it pertains to the Company’s permanent investment in its Canadian subsidiaries. (2) The unrecognized pension and postretirement benefits reclassification is presented net of tax of $316 thousand and $129 thousand for the six months ended June 30, 2015 and 2014, respectively. The reclassification is included in the computation of net periodic pension cost, which is recorded in the Cost of sales and General and administrative lines of the Condensed Consolidated Statements of Income. |
Reclassifications from Accumulated Other Comprehensive Income | The Condensed Consolidated Statements of Income lines impacted by reclassifications out of Accumulated Other Comprehensive Loss are outlined below: Affected line in Reclassifications from Accumulated The Condensed Consolidated Other Comprehensive Loss Statements of Income Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 (In thousands) (In thousands) Amortization of defined benefit pension items: Prior service costs $ 36 $ 37 $ 73 $ 73 (a) Unrecognized net loss 378 131 755 262 (a) Total before tax 414 168 828 335 Income taxes 158 65 316 129 Income taxes Net of tax $ 256 $ 103 $ 512 $ 206 (a) These accumulated other comprehensive loss components are included in the computation of net periodic pension cost, and are recorded in the Cost of Sales and General and Administrative lines of the Condensed Consolidated Statements of Income. |
Employee Retirement and Postr39
Employee Retirement and Postretirement Benefits (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Pension Benefits | |
Components of Net Periodic Costs | Components of net periodic pension expense are as follows: Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 (In thousands) Service cost $ 621 $ 545 $ 1,243 $ 1,090 Interest cost 713 692 1,425 1,385 Expected return on plan assets (765 ) (798 ) (1,530 ) (1,595 ) Amortization of prior service costs 52 54 105 106 Amortization of unrecognized net loss 365 126 730 252 Net periodic pension cost $ 986 $ 619 $ 1,973 $ 1,238 |
Postretirement Benefits | |
Components of Net Periodic Costs | Components of net periodic postretirement expense are as follows: Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 (In thousands) (In thousands) Service cost $ 5 $ 5 $ 10 $ 10 Interest cost 37 39 75 78 Amortization of prior service costs (16 ) (17 ) (32 ) (33 ) Amortization of unrecognized net loss 13 5 25 10 Net periodic postretirement cost $ 39 $ 32 $ 78 $ 65 |
Other Operating Expense (Inco40
Other Operating Expense (Income), Net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Other Operating Expense (Income) | The Company incurred other operating expense (income) for the three and six months ended June 30, 2015 and 2014, which consisted of the following: Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 (In thousands) (In thousands) Restructuring $ 135 $ 371 $ 350 $ 1,238 Other expense — (6 ) — — Total other operating expense (income), net $ 135 $ 365 $ 350 $ 1,238 |
Supplemental Cash Flow Inform41
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Supplemental Cash Flow Information | Six Months Ended June 30, 2015 2014 (In thousands) Interest paid $ 21,332 $ 23,430 Income taxes paid $ 20,211 $ 34,426 Accrued purchase of property and equipment $ 8,008 $ 8,988 Accrued other intangible assets $ 2,550 $ 1,284 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Derivative, Fair Value, and Location on Condensed Consolidated Balance Sheet | The following table identifies the derivative, its fair value, and location on the Condensed Consolidated Balance Sheet: Fair Value Balance Sheet Location June 30, 2015 December 31, 2014 (In thousands) Asset Derivative: Foreign currency contracts Prepaid expenses and other current assets $ 1,363 $ — $ 1,363 $ — Liability Derivative: Commodity contracts Accounts payable and accrued expenses $ 2,003 $ 3,044 $ 2,003 $ 3,044 |
Gains and Losses on Derivative Contracts | We recorded the following gains and losses on our derivative contracts in the Condensed Consolidated Statements of Income: Three Months Ended Six Months Ended Location of (Loss) Gain June 30, June 30, Recognized in Income 2015 2014 2015 2014 (In thousands) (In thousands) Mark-to-market unrealized gain (loss): Commodity contracts Other (income) expense, net $ 1,098 $ (53 ) $ 1,041 $ (169 ) Foreign currency contracts Other (income) expense, net 889 (194 ) 1,363 (194 ) Total unrealized gain (loss) 1,987 (247 ) 2,404 (363 ) Realized (loss) gain Commodity contracts Selling and distribution (929 ) — (1,759 ) — Foreign currency contracts Cost of Sales 461 — 461 — Total realized loss (468 ) — (1,298 ) — Total (loss) gain $ 1,519 $ (247 ) $ 1,106 $ (363 ) |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Carrying Value and Fair Value of Financial Instruments | The following table presents the carrying value and fair value of our financial instruments as of June 30, 2015 and December 31, 2014: June 30, 2015 December 31, 2014 Carrying Fair Carrying Fair Value Value Value Value Level (In thousands) (In thousands) Not recorded at fair value (liability): Revolving Credit Facility $ (446,000 ) $ (446,366 ) $ (554,000 ) $ (559,085 ) 2 Term Loan $ (297,000 ) $ (297,497 ) $ (298,500 ) $ (315,070 ) 2 Acquisition Term Loan $ (195,000 ) $ (195,192 ) $ (197,500 ) $ (202,716 ) 2 2022 Notes $ (400,000 ) $ (403,000 ) $ (400,000 ) $ (406,000 ) 2 Recorded on a recurring basis at fair value (liability) asset: Commodity contracts $ (2,003 ) $ (2,003 ) $ (3,044 ) $ (3,044 ) 2 Foreign currency contracts $ 1,363 $ 1,363 $ — $ — 2 Investments $ 9,004 $ 9,004 $ 9,148 $ 9,148 1 |
Segment and Geographic Inform44
Segment and Geographic Information and Major Customers (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Financial Information Relating to Reportable Segments | Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 (In thousands) (In thousands) Net sales to external customers: North American Retail Grocery $ 578,750 $ 444,244 $ 1,171,163 $ 896,655 Food Away From Home 97,848 97,285 186,125 185,960 Industrial and Export 82,610 86,431 185,065 164,248 Total $ 759,208 $ 627,960 $ 1,542,353 $ 1,246,863 Direct operating income: North American Retail Grocery $ 81,256 $ 73,150 $ 158,356 $ 148,726 Food Away From Home 14,539 12,054 26,562 21,543 Industrial and Export 14,097 13,476 35,619 28,926 Total 109,892 98,680 220,537 199,195 Unallocated selling and distribution expenses (1,964 ) (2,702 ) (5,121 ) (5,745 ) Unallocated costs of sales (1) 646 105 (203 ) (2,393 ) Unallocated corporate expense (54,053 ) (51,507 ) (113,996 ) (96,182 ) Operating income 54,521 44,576 101,217 94,875 Other expense (6,734 ) (10,836 ) (27,629 ) (41,092 ) Income before income taxes $ 47,787 $ 33,740 $ 73,588 $ 53,783 (1) Includes charges related to restructurings and other costs managed at corporate. |
Net Sales by Major Products | The following table presents the Company’s net sales by major products for the three and six months ended June 30, 2015 and 2014. Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 (In thousands) (In thousands) Products: Snacks $ 165,381 $ — $ 311,880 $ — Beverages 92,670 117,562 203,670 241,882 Salad dressings 100,178 101,290 184,344 189,426 Beverage enhancers 78,416 82,694 164,529 171,003 Soup and infant feeding 59,514 51,316 158,322 108,513 Pickles 86,407 87,926 157,469 156,775 Mexican and other sauces 58,795 65,930 117,226 126,579 Cereals 34,247 35,392 77,287 80,293 Dry dinners 29,524 32,240 62,935 67,317 Aseptic products 29,092 25,708 53,970 47,595 Other products 12,711 14,813 26,499 30,780 Jams 12,273 13,089 24,222 26,700 Total net sales $ 759,208 $ 627,960 $ 1,542,353 $ 1,246,863 |
Guarantor and Non-Guarantor F45
Guarantor and Non-Guarantor Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Condensed Supplemental Consolidating Balance Sheet | Condensed Supplemental Consolidating Balance Sheet June 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 12,116 $ 1 $ 32,447 $ — $ 44,564 Investments — — 9,004 — 9,004 Accounts receivable, net — 147,932 24,867 — 172,799 Inventories, net — 485,226 128,050 — 613,276 Deferred income taxes 5,129 22,388 8,377 — 35,894 Prepaid expenses and other current assets 13,821 6,574 20,801 (17,158 ) 24,038 Total current assets 31,066 662,121 223,546 (17,158 ) 899,575 Property, plant, and equipment, net 28,031 427,758 93,559 — 549,348 Goodwill — 1,467,185 193,469 — 1,660,654 Investment in subsidiaries 2,334,531 512,067 — (2,846,598 ) — Intercompany accounts receivable (payable), net 706,006 (639,359 ) (66,647 ) — — Deferred income taxes 12,913 — — (12,913 ) — Intangible and other assets, net 55,194 485,555 166,762 — 707,511 Total assets $ 3,167,741 $ 2,915,327 $ 610,689 $ (2,876,669 ) $ 3,817,088 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 15,886 $ 243,208 $ 37,370 $ (17,158 ) $ 279,306 Current portion of long-term debt 13,000 1,686 2,209 — 16,895 Total current liabilities 28,886 244,894 39,579 (17,158 ) 296,201 Long-term debt 1,325,000 1,019 2,857 — 1,328,876 Deferred income taxes — 290,428 41,137 (12,913 ) 318,652 Other long-term liabilities 9,092 44,455 15,049 — 68,596 Stockholders’ equity 1,804,763 2,334,531 512,067 (2,846,598 ) 1,804,763 Total liabilities and stockholders’ equity $ 3,167,741 $ 2,915,327 $ 610,689 $ (2,876,669 ) $ 3,817,088 Condensed Supplemental Consolidating Balance Sheet December 31, 2014 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 18,706 $ 2 $ 33,273 $ — $ 51,981 Investments — — 9,148 — 9,148 Accounts receivable, net 46 185,202 48,408 — 233,656 Inventories, net — 471,189 122,909 — 594,098 Deferred income taxes 8,361 19,196 8,007 — 35,564 Prepaid expenses and other current assets 32,849 5,947 12,812 (26,619 ) 24,989 Total current assets 59,962 681,536 234,557 (26,619 ) 949,436 Property, plant, and equipment, net 28,411 416,104 99,263 — 543,778 Goodwill — 1,464,999 202,986 — 1,667,985 Investment in subsidiaries 2,269,325 534,326 — (2,803,651 ) — Intercompany accounts receivable (payable), net 840,606 (771,836 ) (68,770 ) — — Deferred income taxes 12,217 — — (12,217 ) — Intangible and other assets, net 55,826 503,289 182,690 — 741,805 Total assets $ 3,266,347 $ 2,828,418 $ 650,726 $ (2,842,487 ) $ 3,903,004 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 48,002 $ 224,352 $ 51,125 $ (26,619 ) $ 296,860 Current portion of long-term debt 10,500 1,595 2,278 — 14,373 Total current liabilities 58,502 225,947 53,403 (26,619 ) 311,233 Long-term debt 1,439,500 2,027 3,961 — 1,445,488 Deferred income taxes — 289,257 42,414 (12,217 ) 319,454 Other long-term liabilities 9,088 41,862 16,622 — 67,572 Stockholders’ equity 1,759,257 2,269,325 534,326 (2,803,651 ) 1,759,257 Total liabilities and stockholders’ equity $ 3,266,347 $ 2,828,418 $ 650,726 $ (2,842,487 ) $ 3,903,004 |
Condensed Supplemental Consolidating Statement of Income | Condensed Supplemental Consolidating Statement of Income Three Months Ended June 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 697,428 $ 135,762 $ (73,982 ) $ 759,208 Cost of sales — 555,973 125,846 (73,982 ) 607,837 Gross profit — 141,455 9,916 — 151,371 Selling, general and administrative expense 15,276 56,416 9,472 — 81,164 Amortization 2,044 10,154 3,353 — 15,551 Other operating income, net — 135 — — 135 Operating (loss) income (17,320 ) 74,750 (2,909 ) — 54,521 Interest expense 10,900 165 1,778 (1,471 ) 11,372 Interest income (1 ) (1,471 ) (193 ) 1,471 (194 ) Other expense (income), net 2 (3,295 ) (1,151 ) — (4,444 ) (Loss) income before income taxes (28,221 ) 79,351 (3,343 ) — 47,787 Income taxes (benefit) (10,777 ) 28,360 (1,158 ) — 16,425 Equity in net income (loss) of subsidiaries 48,806 (2,185 ) — (46,621 ) — Net income (loss) $ 31,362 $ 48,806 $ (2,185 ) $ (46,621 ) $ 31,362 Condensed Supplemental Consolidating Statement of Income Three Months Ended June 30, 2014 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 537,886 $ 154,221 $ (64,147 ) $ 627,960 Cost of sales — 421,380 135,050 (64,147 ) 492,283 Gross profit — 116,506 19,171 — 135,677 Selling, general and administrative expense 17,333 50,695 12,176 — 80,204 Amortization 1,411 5,953 3,168 — 10,532 Other operating income, net — 356 9 — 365 Operating (loss) income (18,744 ) 59,502 3,818 — 44,576 Interest expense 8,776 201 4,464 (4,440 ) 9,001 Interest income — (4,444 ) (409 ) 4,440 (413 ) Loss on extinguishment of debt 5,259 — — — 5,259 Other expense (income), net 9 (2,399 ) (621 ) — (3,011 ) (Loss) income before income taxes (32,788 ) 66,144 384 — 33,740 Income taxes (benefit) (12,641 ) 24,442 180 — 11,981 Equity in net income (loss) of subsidiaries 41,906 204 — (42,110 ) — Net income (loss) $ 21,759 $ 41,906 $ 204 $ (42,110 ) $ 21,759 Condensed Supplemental Consolidating Statement of Income Six Months Ended June 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 1,405,006 $ 283,904 $ (146,557 ) $ 1,542,353 Cost of sales — 1,129,459 255,643 (146,557 ) 1,238,545 Gross profit — 275,547 28,261 — 303,808 Selling, general and administrative expense 33,041 117,357 20,964 — 171,362 Amortization 3,871 20,214 6,794 — 30,879 Other operating expense, net — 350 — — 350 Operating (loss) income (36,912 ) 137,626 503 — 101,217 Interest expense 22,430 290 3,260 (2,916 ) 23,064 Interest income (1,431 ) (2,916 ) (532 ) 2,916 (1,963 ) Other expense (income), net (2 ) 5,848 682 — 6,528 (Loss) income before income taxes (57,909 ) 134,404 (2,907 ) — 73,588 Income taxes (benefit) (22,113 ) 47,452 (965 ) — 24,374 Equity in net income (loss) of subsidiaries 85,010 (1,942 ) — (83,068 ) — Net income (loss) $ 49,214 $ 85,010 $ (1,942 ) $ (83,068 ) $ 49,214 Condensed Supplemental Consolidating Statement of Income Six Months Ended June 30, 2014 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 1,073,048 $ 283,186 $ (109,371 ) $ 1,246,863 Cost of sales — 843,280 244,286 (109,371 ) 978,195 Gross profit — 229,768 38,900 — 268,668 Selling, general and administrative expense 31,392 96,728 23,869 — 151,989 Amortization 2,923 11,728 5,915 — 20,566 Other operating expense, net — 1,217 21 — 1,238 Operating (loss) income (34,315 ) 120,095 9,095 — 94,875 Interest expense 19,465 385 8,300 (8,276 ) 19,874 Interest income — (8,304 ) (553 ) 8,276 (581 ) Loss on extinguishment of debt 21,944 — — — 21,944 Other expense (income), net 9 (715 ) 561 — (145 ) (Loss) income before income taxes (75,733 ) 128,729 787 — 53,783 Income taxes (benefit) (29,933 ) 47,289 346 — 17,702 Equity in net income (loss) of subsidiaries 81,881 441 — (82,322 ) — Net income (loss) $ 36,081 $ 81,881 $ 441 $ (82,322 ) $ 36,081 |
Condensed Supplemental Consolidating Statement of Comprehensive Income | Condensed Supplemental Consolidating Statement of Comprehensive Income Three Months Ended June 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 31,362 $ 48,806 $ (2,185 ) $ (46,621 ) $ 31,362 Other comprehensive income: Foreign currency translation adjustments — — 6,219 — 6,219 Pension and postretirement reclassification adjustment, net of tax — 256 — — 256 Other comprehensive income — 256 6,219 — 6,475 Equity in other comprehensive income (loss) of subsidiaries 6,475 6,219 — (12,694 ) — Comprehensive income (loss) $ 37,837 $ 55,281 $ 4,034 $ (59,315 ) $ 37,837 Condensed Supplemental Consolidating Statement of Comprehensive Income Three Months Ended June 30, 2014 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 21,759 $ 41,906 $ 204 $ (42,110 ) $ 21,759 Other comprehensive income: Foreign currency translation adjustments — 4,768 6,138 — 10,906 Pension and postretirement reclassification adjustment, net of tax — 103 — — 103 Other comprehensive income — 4,871 6,138 — 11,009 Equity in other comprehensive income (loss) of subsidiaries 11,009 6,138 — (17,147 ) — Comprehensive income (loss) $ 32,768 $ 52,915 $ 6,342 $ (59,257 ) $ 32,768 Condensed Supplemental Consolidating Statement of Comprehensive Income Six Months Ended June 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 49,214 $ 85,010 $ (1,942 ) $ (83,068 ) $ 49,214 Other comprehensive (loss) income: Foreign currency translation adjustments — — (20,318 ) — (20,318 ) Pension and postretirement reclassification adjustment, net of tax — 512 — — 512 Other comprehensive (loss) income — 512 (20,318 ) — (19,806 ) Equity in other comprehensive (loss) income of subsidiaries (19,806 ) (20,318 ) — 40,124 — Comprehensive income (loss) $ 29,408 $ 65,204 $ (22,260 ) $ (42,944 ) $ 29,408 Condensed Supplemental Consolidating Statement of Comprehensive Income Six Months Ended June 30, 2014 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 36,081 $ 81,881 $ 441 $ (82,322 ) $ 36,081 Other comprehensive (loss) income: Foreign currency translation adjustments — (438 ) (563 ) — (1,001 ) Pension and postretirement reclassification adjustment, net of tax — 206 — — 206 Other comprehensive (loss) income — (232 ) (563 ) — (795 ) Equity in other comprehensive (loss) income of subsidiaries (795 ) (563 ) — 1,358 — Comprehensive income (loss) $ 35,286 $ 81,086 $ (122 ) $ (80,964 ) $ 35,286 |
Condensed Supplemental Consolidating Statement of Cash Flows | Condensed Supplemental Consolidating Statement of Cash Flows Six Months Ended June 30, 2015 (In thousands) Parent Guarantor Non- Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash (used in) provided by operating activities $ 31,490 $ 200,853 $ (988 ) $ (82,556 ) $ 148,799 Cash flows from investing activities: Additions to property, plant, and equipment (599 ) (32,820 ) (5,706 ) — (39,125 ) Additions to other intangible assets (5,819 ) (738 ) (126 ) — (6,683 ) Intercompany transfer (11,587 ) (86,612 ) 515 97,684 — Proceeds from sale of fixed assets — 140 40 — 180 Purchase of investments — — (311 ) — (311 ) Net cash (used in) provided by investing activities (18,005 ) (120,030 ) (5,588 ) 97,684 (45,939 ) Cash flows from financing activities: Borrowings under Revolving Credit Facility 40,000 — — — 40,000 Payments under Revolving Credit Facility (148,000 ) — — — (148,000 ) Payments on capitalized lease obligations and other debt — (917 ) (1,100 ) — (2,017 ) Payments on Term Loan and Acquisition Term Loan (4,000 ) — — — (4,000 ) Intercompany transfer 86,230 (79,907 ) 8,805 (15,128 ) — Net receipts related to stock-based award activities 1,112 — — — 1,112 Excess tax benefits from stock-based compensation 4,583 — — — 4,583 Net cash provided by (used in) financing activities (20,075 ) (80,824 ) 7,705 (15,128 ) (108,322 ) Effect of exchange rate changes on cash and cash equivalents — — (1,955 ) — (1,955 ) (Decrease) increase in cash and cash equivalents (6,590 ) (1 ) (826 ) — (7,417 ) Cash and cash equivalents, beginning of period 18,706 2 33,273 — 51,981 Cash and cash equivalents, end of period $ 12,116 $ 1 $ 32,447 $ — $ 44,564 Condensed Supplemental Consolidating Statement of Cash Flows Six Months Ended June 30, 2014 (In thousands) Parent Guarantor Non- Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ 73,621 $ 102,402 $ 7,668 $ (100,298 ) $ 83,393 Cash flows from investing activities: Additions to property, plant, and equipment (287 ) (23,233 ) (6,969 ) — (30,489 ) Additions to other intangible assets (5,166 ) (234 ) — — (5,400 ) Intercompany transfer (173,924 ) 231,047 — (57,123 ) — Acquisitions, less cash acquired — (144,147 ) 3,312 — (140,835 ) Proceeds from sale of fixed assets — 130 397 — 527 Purchase of investments — — (353 ) — (353 ) Proceeds from sale of investments — — 63 — 63 Net cash used in (provided by) investing activities (179,377 ) 63,563 (3,550 ) (57,123 ) (176,487 ) Cash flows from financing activities: Borrowings under Revolving Credit Facility 467,300 — — — 467,300 Payments under Revolving Credit Facility (693,300 ) — (312 ) — (693,612 ) Proceeds from issuance of Term Loan 300,000 — — — 300,000 Proceeds from issuance of 2022 Notes 400,000 — — — 400,000 Payments on 2018 Notes (400,000 ) — — — (400,000 ) Payments on capitalized lease obligations and other debt — (880 ) — — (880 ) Payments of deferred financing costs (12,869 ) — — — (12,869 ) Payment of debt premium for extinguishment of debt (16,693 ) — — — (16,693 ) Intercompany transfer 19,958 (165,127 ) (12,252 ) 157,421 — Net receipts related to stock-based award activities 9,411 — — — 9,411 Excess tax benefits from stock-based compensation 8,681 — — — 8,681 Net cash provided by (used in) financing activities 82,488 (166,007 ) (12,564 ) 157,421 61,338 Effect of exchange rate changes on cash and cash equivalents — — 2,294 — 2,294 Decrease in cash and cash equivalents (23,268 ) (42 ) (6,152 ) — (29,462 ) Cash and cash equivalents, beginning of period 23,268 43 23,164 — 46,475 Cash and cash equivalents, end of period $ — $ 1 $ 17,012 $ — $ 17,013 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - Entity [Domain] - USD ($) | Jul. 29, 2014 | May. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||||
Business acquisition, cost of acquired entity, purchase price, net of cash | $ (140,835,000) | ||||||
Goodwill | $ 1,660,654,000 | $ 1,660,654,000 | $ 1,667,985,000 | ||||
North American Retail Grocery | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | 1,433,021,000 | 1,433,021,000 | $ 1,439,476,000 | ||||
Flagstone | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, cost of acquired entity, purchase price, net of cash | $ 854,200,000 | ||||||
Goodwill | 507,744,000 | ||||||
Goodwill, tax deductible | 0 | ||||||
Business acquisition related costs | 0 | $ 3,600,000 | 0 | 3,600,000 | |||
Flagstone | North American Retail Grocery | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | 507,700,000 | ||||||
Flagstone | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Intangible asset | $ 231,700,000 | ||||||
Finite-lived intangible assets, useful life | 15 years | ||||||
Flagstone | Trade names | |||||||
Business Acquisition [Line Items] | |||||||
Intangible asset | $ 6,300,000 | ||||||
Finite-lived intangible assets, useful life | 15 years | ||||||
Flagstone | Formulas/recipes | |||||||
Business Acquisition [Line Items] | |||||||
Intangible asset | $ 1,600,000 | ||||||
Finite-lived intangible assets, useful life | 5 years | ||||||
Flagstone | Software | |||||||
Business Acquisition [Line Items] | |||||||
Intangible asset | $ 1,755,000 | ||||||
Finite-lived intangible assets, useful life | 1 year | ||||||
Flagstone | Supplier relationships | |||||||
Business Acquisition [Line Items] | |||||||
Intangible asset | $ 2,500,000 | ||||||
Finite-lived intangible assets, useful life | 1 year | ||||||
Protenergy | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, cost of acquired entity, purchase price, net of cash | $ 140,100,000 | ||||||
Goodwill | 50,728,000 | ||||||
Goodwill, tax deductible | 0 | ||||||
Business acquisition related costs | $ 0 | $ 2,700,000 | 0 | 2,700,000 | |||
Net sales | 10,700,000 | ||||||
Net loss | 3,000,000 | ||||||
Integration costs | $ 4,400,000 | ||||||
Adjustments to fair values of assets acquired and liabilities assumed with corresponding adjustments to goodwill | $ 100,000 | ||||||
Protenergy | North American Retail Grocery | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | 50,700,000 | ||||||
Protenergy | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Intangible asset | $ 49,516,000 | ||||||
Finite-lived intangible assets, useful life | 15 years | ||||||
Protenergy | Formulas/recipes | |||||||
Business Acquisition [Line Items] | |||||||
Intangible asset | $ 433,000 | ||||||
Finite-lived intangible assets, useful life | 5 years | ||||||
Unfavorable Contracts | $ 7,643,000 | ||||||
Unfavorable Contracts, Amortization Period | 2 years 7 months 6 days | ||||||
Protenergy | Software | |||||||
Business Acquisition [Line Items] | |||||||
Intangible asset | $ 1,483,000 |
Purchase Price Allocation to Ne
Purchase Price Allocation to Net Tangible and Intangible Assets Acquired and Liabilities Assumed (Detail) - Entity [Domain] - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Jul. 29, 2014 | May. 30, 2014 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,660,654 | $ 1,667,985 | ||
Flagstone | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 902 | |||
Receivables | 55,640 | |||
Inventory | 128,224 | |||
Property, plant, and equipment | 37,154 | |||
Other assets | 9,618 | |||
Goodwill | 507,744 | |||
Fair value of assets acquired | 983,137 | |||
Deferred taxes | (65,866) | |||
Assumed liabilities | (62,140) | |||
Total purchase price | 855,131 | |||
Flagstone | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible asset | 231,700 | |||
Flagstone | Trade names | ||||
Business Acquisition [Line Items] | ||||
Intangible asset | 6,300 | |||
Flagstone | Supplier relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible asset | 2,500 | |||
Flagstone | Software | ||||
Business Acquisition [Line Items] | ||||
Intangible asset | 1,755 | |||
Flagstone | Formulas/recipes | ||||
Business Acquisition [Line Items] | ||||
Intangible asset | $ 1,600 | |||
Protenergy | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 2,580 | |||
Receivables | 10,949 | |||
Inventory | 38,283 | |||
Property, plant, and equipment | 36,355 | |||
Other assets | 2,425 | |||
Goodwill | 50,728 | |||
Fair value of assets acquired | 192,752 | |||
Assumed liabilities | (42,412) | |||
Total purchase price | 142,697 | |||
Protenergy | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible asset | 49,516 | |||
Protenergy | Software | ||||
Business Acquisition [Line Items] | ||||
Intangible asset | 1,483 | |||
Protenergy | Formulas/recipes | ||||
Business Acquisition [Line Items] | ||||
Intangible asset | 433 | |||
Unfavorable contractual agreements | $ (7,643) |
Business Acquisition Pro Forma
Business Acquisition Pro Forma Information (Detail) - 6 months ended Jun. 30, 2014 - USD ($) $ / shares in Units, $ in Thousands | Total |
Flagstone | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |
Pro forma net sales | $ 1,584,238 |
Pro forma net income | $ 42,437 |
Pro forma basic earnings per common share | $ 1.02 |
Pro forma diluted earnings per common share | $ 0.99 |
Protenergy | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |
Pro forma net sales | $ 1,307,621 |
Pro forma net income | $ 28,521 |
Pro forma basic earnings per common share | $ 0.77 |
Pro forma diluted earnings per common share | $ 0.75 |
Investments (Detail)
Investments (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Investment [Line Items] | ||
Total investments | $ 9,004 | $ 9,148 |
Equity | U.S. | ||
Investment [Line Items] | ||
Total investments | 5,574 | 5,749 |
Equity | Non-U.S. | ||
Investment [Line Items] | ||
Total investments | 1,772 | 1,692 |
Fixed Income | ||
Investment [Line Items] | ||
Total investments | $ 1,658 | $ 1,707 |
Investments - Additional Inform
Investments - Additional Information (Detail) - Entity [Domain] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Investment [Line Items] | |||||
Cash and cash equivalents | $ 44,564 | $ 44,564 | $ 17,013 | $ 51,981 | $ 46,475 |
Net unrealized investment gain (loss) | (100) | 154 | $ 421 | ||
Realized gain (loss) on investments | 100 | ||||
Canada | |||||
Investment [Line Items] | |||||
Cash and cash equivalents | $ 32,000 | $ 32,000 | $ 31,600 |
Inventories (Detail)
Inventories (Detail) - Entity [Domain] - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Inventory [Line Items] | ||
Raw materials and supplies | $ 296,642 | $ 279,745 |
Finished goods | 336,904 | 334,856 |
LIFO reserve | (20,270) | (20,503) |
Total | $ 613,276 | $ 594,098 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Inventory [Line Items] | ||
LIFO inventory | $ 89.5 | $ 87.4 |
Net inventory accounted for under the weighted average cost method | $ 133.4 | $ 117.3 |
Property, Plant, and Equipmen53
Property, Plant, and Equipment (Detail) - Entity [Domain] - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Land | $ 25,869 | $ 27,097 |
Buildings and improvements | 212,079 | 209,117 |
Machinery and equipment | 656,894 | 644,333 |
Construction in progress | 49,543 | 35,010 |
Total | 944,385 | 915,557 |
Less accumulated depreciation | (395,037) | (371,779) |
Property, plant, and equipment, net | $ 549,348 | $ 543,778 |
Property, Plant, and Equipmen54
Property, Plant, and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 15,500 | $ 15,100 | $ 30,888 | $ 32,091 |
Changes in Carrying Amount of G
Changes in Carrying Amount of Goodwill (Detail) - Entity [Domain] $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Goodwill [Line Items] | |
Beginning Balance | $ 1,667,985 |
Foreign currency exchange adjustments | (9,357) |
Purchase price adjustment | 2,026 |
Ending Balance | 1,660,654 |
North American Retail Grocery | |
Goodwill [Line Items] | |
Beginning Balance | 1,439,476 |
Foreign currency exchange adjustments | (8,481) |
Purchase price adjustment | 2,026 |
Ending Balance | 1,433,021 |
Food Away From Home | |
Goodwill [Line Items] | |
Beginning Balance | 94,423 |
Foreign currency exchange adjustments | (876) |
Ending Balance | 93,547 |
Industrial and Export | |
Goodwill [Line Items] | |
Beginning Balance | 134,086 |
Ending Balance | $ 134,086 |
Goodwill and Intangible Asset56
Goodwill and Intangible Assets - Additional Information (Detail) - Entity [Domain] - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Goodwill And Other Intangibles [Line Items] | |||||
Goodwill impairment loss | $ 0 | $ 0 | |||
Amortization expense on intangible assets | 15,551,000 | $ 10,532,000 | 30,879,000 | $ 20,566,000 | |
Total intangible assets, excluding goodwill | $ 683,408,000 | $ 683,408,000 | $ 716,298,000 |
Carrying Amount of Intangible A
Carrying Amount of Intangible Assets with Indefinite Lives Other Than Goodwill (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite lived intangibles | $ 27,464 | $ 28,995 |
Trademarks | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite lived intangibles | $ 27,464 | $ 28,995 |
Gross Carrying Amount and Accum
Gross Carrying Amount and Accumulated Amortization of Finite Lived Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 902,412 | $ 905,673 |
Accumulated Amortization | (246,468) | (218,370) |
Net Carrying Amount | 655,944 | 687,303 |
Customer-related Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 784,089 | 794,300 |
Accumulated Amortization | (189,620) | (168,462) |
Net Carrying Amount | 594,469 | 625,838 |
Contractual agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,050 | 2,829 |
Accumulated Amortization | (3,934) | (2,396) |
Net Carrying Amount | 116 | 433 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 32,442 | 32,579 |
Accumulated Amortization | (10,079) | (9,041) |
Net Carrying Amount | 22,363 | 23,538 |
Formulas/recipes | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 9,574 | 10,763 |
Accumulated Amortization | (6,519) | (7,138) |
Net Carrying Amount | 3,055 | 3,625 |
Computer software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 72,257 | 65,202 |
Accumulated Amortization | (36,316) | (31,333) |
Net Carrying Amount | $ 35,941 | $ 33,869 |
Estimated Amortization Expense
Estimated Amortization Expense on Intangible Assets (Detail) $ in Thousands | Jun. 30, 2015USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,015 | $ 63,938 |
2,016 | 62,639 |
2,017 | 61,534 |
2,018 | 55,980 |
2,019 | $ 53,591 |
Accounts Payable and Accrued 60
Accounts Payable and Accrued Expenses (Detail) - Entity [Domain] - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Accounts Payable and Accrued Liabilities [Line Items] | ||
Accounts payable | $ 205,568 | $ 217,226 |
Payroll and benefits | 34,600 | 38,669 |
Interest | 6,266 | 6,507 |
Taxes | 8,477 | 5,947 |
Health insurance, workers' compensation, and other insurance costs | 9,136 | 8,602 |
Marketing expenses | 8,749 | 12,479 |
Other accrued liabilities | 6,510 | 7,430 |
Total | $ 279,306 | $ 296,860 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Operating Loss Carryforwards [Line Items] | ||||
Effective income tax rate | 34.40% | 35.50% | 33.10% | 32.90% |
Decrease in total amount of unrecognized tax benefits within the next 12 months | $ 0.6 | $ 0.6 |
Long-Term Debt (Detail)
Long-Term Debt (Detail) - Entity [Domain] - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Tax increment financing and other debt | $ 7,771 | $ 9,861 |
Total debt outstanding | 1,345,771 | 1,459,861 |
Less current portion | (16,895) | (14,373) |
Total long-term debt | 1,328,876 | 1,445,488 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Revolving credit facility | 446,000 | 554,000 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Term Loan | 297,000 | 298,500 |
Acquisition Term Loan | Flagstone | ||
Debt Instrument [Line Items] | ||
Term Loan | 195,000 | 197,500 |
Two Thousand Twenty Two | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 400,000 | $ 400,000 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) | Jul. 29, 2014 | May. 06, 2014 | Jun. 30, 2015 |
Debt Instrument [Line Items] | |||
Average interest rate on debt outstanding | 1.87% | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Revolving credit facility - maximum borrowing capacity | $ 900,000,000 | ||
Revolving credit facility, term | 5 years | ||
Term Loan | |||
Debt Instrument [Line Items] | |||
Term loan - issuance amount | $ 300,000,000 | ||
Prior Credit Agreement | |||
Debt Instrument [Line Items] | |||
Revolving credit facility - maximum borrowing capacity | $ 750,000,000 | ||
Discussion on use of funds | The proceeds from the Term Loan and a draw at closing on the Revolving Credit Facility were used to repay in full, amounts outstanding under our prior $750 million revolving credit facility (the "Prior Credit Agreement"). | ||
Acquisition Term Loan | |||
Debt Instrument [Line Items] | |||
Discussion on use of funds | The Company entered into an amendment to its Credit Agreement (the "Amendment"), which among other things, provided for a new $200 million term loan (the "Acquisition Term Loan"). The Acquisition Term Loan was used to fund, in part, the acquisition of Flagstone. | ||
Acquisition Term Loan | Flagstone | |||
Debt Instrument [Line Items] | |||
Term loan - issuance amount | $ 200,000,000 |
Long-Term Debt - Additional I64
Long-Term Debt - Additional Information - Revolving Credit Facility (Detail) - Revolving Credit Facility - USD ($) | May. 06, 2014 | Jun. 30, 2015 |
Debt Instrument [Line Items] | ||
Revolving credit facility available | $ 440,900,000 | |
Revolving credit facility - maximum borrowing capacity | $ 900,000,000 | |
Revolving credit facility maturity date | May 6, 2019 | |
Letters of credit facility issued but undrawn | $ 13,100,000 | |
Revolving credit availability reduced by undrawn letters of credit | There were $13.1 million in letters of credit under the Revolving Credit Facility that were issued but undrawn, which have been included as a reduction to the calculation of available credit. | |
Minimum payment default amount that triggers a Cross default provision | $ 50,000,000 | |
London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Description of interest rate options | The interest rates under the Credit Agreement are based on the Company's consolidated leverage ratio | |
London Interbank Offered Rate (LIBOR) | Minimum | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 1.25% | |
London Interbank Offered Rate (LIBOR) | Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 2.00% | |
Base Rate Margin | ||
Debt Instrument [Line Items] | ||
Description of interest rate options | The interest rates under the Credit Agreement are based on the Company’s consolidated leverage ratio | |
Base Rate Margin | Minimum | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 0.25% | |
Base Rate Margin | Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 1.00% |
Long-Term Debt - Additional I65
Long-Term Debt - Additional Information - Term Loan (Detail) - Term Loan - USD ($) $ in Thousands | May. 06, 2014 | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||
Term loan maturity date | May 6, 2021 | ||
Term loan - issuance amount | $ 300,000 | ||
Frequency of payments | Quarterly | ||
Term Loans | $ 297,000 | $ 298,500 | |
London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Description of interest rate options | The interest rates applicable to the Term Loan are based on the Company's consolidated leverage ratio | ||
London Interbank Offered Rate (LIBOR) | Minimum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.50% | ||
London Interbank Offered Rate (LIBOR) | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 2.25% | ||
Base Rate Margin | |||
Debt Instrument [Line Items] | |||
Description of interest rate options | The interest rates applicable to the Term Loan are based on the Company's consolidated leverage ratio | ||
Base Rate Margin | Minimum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 0.50% | ||
Base Rate Margin | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.25% |
Long-Term Debt - Additional I66
Long-Term Debt - Additional Information - Acquisition Term Loan (Detail) - Flagstone - Acquisition Term Loan - USD ($) $ in Thousands | Jul. 29, 2014 | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||
Term loan maturity date | May 6, 2019 | ||
Term loan - issuance amount | $ 200,000 | ||
Term Loans | $ 195,000 | $ 197,500 | |
Payment frequency | Quarterly | ||
London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Description of interest rate options | The interest rates applicable to the Acquisition Term Loan are based on the Company's consolidated leverage ratio | ||
London Interbank Offered Rate (LIBOR) | Minimum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.25% | ||
London Interbank Offered Rate (LIBOR) | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 2.00% | ||
Base Rate Margin | |||
Debt Instrument [Line Items] | |||
Description of interest rate options | The interest rates applicable to the Acquisition Term Loan are based on the Company's consolidated leverage ratio | ||
Base Rate Margin | Minimum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 0.25% | ||
Base Rate Margin | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.00% |
Long-Term Debt - Additional I67
Long-Term Debt - Additional Information - 2022 Notes (Detail) - USD ($) $ in Millions | Apr. 10, 2014 | Mar. 11, 2014 | Mar. 31, 2014 | Jun. 30, 2015 |
2022 Notes | ||||
Debt Instrument [Line Items] | ||||
Gross proceeds from issuance of debt | $ 400 | |||
Underwriting discount | 6 | |||
Net proceeds from issuance of debt | $ 394 | |||
Stated debt interest rate | 4.875% | |||
Effective interest rate on senior notes | 4.99% | |||
Term loan maturity date | Mar. 15, 2022 | |||
Redemption prices, plus accrued and unpaid interest, Percentage | 101.00% | |||
Senior notes, early redemption description | In the event of a change in control of the Company, the Company will be required to make an offer to purchase the 2022 Notes at a purchase price equal to 101% of the principal amount of the 2022 Notes, plus accrued and unpaid interest up to the purchase date. | |||
2022 Notes | Payment Date One | ||||
Debt Instrument [Line Items] | ||||
Interest payment date | --03-15 | |||
2022 Notes | Payment Date Two | ||||
Debt Instrument [Line Items] | ||||
Interest payment date | --09-15 | |||
2018 Notes | ||||
Debt Instrument [Line Items] | ||||
Stated debt interest rate | 7.75% | 7.75% | ||
Term loan maturity date | Mar. 1, 2018 | |||
Notes extinguished | $ 102 | $ 298 | ||
Debt Instrument, Redemption, Period One [Member] | 2022 Notes | ||||
Debt Instrument [Line Items] | ||||
Redemption prices, plus accrued and unpaid interest, Percentage | 100.00% | |||
Senior notes, early redemption end date | Mar. 14, 2017 | |||
Senior notes, early redemption description | The Company may redeem some or all of the 2022 Notes at any time prior to March 15, 2017 at a price equal to 100% of the principal amount of the 2022 Notes redeemed, plus an applicable "make-whole" premium. | |||
Debt Instrument, Redemption, Period Two | 2022 Notes | ||||
Debt Instrument [Line Items] | ||||
Redemption prices, plus accrued and unpaid interest, Percentage | 104.875% | |||
Senior notes, early redemption end date | Mar. 15, 2017 | |||
Senior notes, early redemption description | In addition, at any time prior to March 15, 2017, the Company may redeem up to 35% of the 2022 Notes at a redemption price of 104.875% of the principal amount of the 2022 Notes redeemed with the net cash proceeds of certain equity offerings. | |||
Senior notes, redemption rate of principal amount | 35.00% | |||
Debt Instrument, Redemption, Period Three | 2022 Notes | ||||
Debt Instrument [Line Items] | ||||
Senior notes, early redemption description | On or after March 15, 2017, the Company may redeem some or all of the 2022 Notes at redemption prices set forth in the Indenture. | |||
Senior notes, early redemption start date | Mar. 14, 2017 |
Long-Term Debt - Additional I68
Long-Term Debt - Additional Information - Tax Increment Financing (Detail) - Tax Increment Financing - USD ($) $ in Millions | Dec. 15, 2001 | Jun. 30, 2015 |
Debt Instrument [Line Items] | ||
Tax Increment Financing - issuance amount | $ 4 | |
Maturity Date | May 1, 2019 | |
Tax increment financing | $ 1.3 | |
Stated debt interest rate | 7.16% | |
Discussion on use of funds | On December 15, 2001, the Urban Redevelopment Authority of Pittsburgh ("URA") issued $4.0 million of redevelopment bonds, pursuant to a "Tax Increment Financing Plan" to assist with certain aspects of the development and construction of the Company's Pittsburgh, Pennsylvania facilities. The agreement was transferred to the Company as part of the acquisition of the soup and infant feeding business. |
Long-Term Debt - Additional I69
Long-Term Debt - Additional Information - Capital Lease and Other Obligations (Detail) $ in Millions | Jun. 30, 2015USD ($) |
Machinery and equipment | |
Debt Instrument [Line Items] | |
Capital lease obligations | $ 6.5 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jul. 22, 2014 | Jun. 30, 2015 | Dec. 31, 2014 |
Computation of Earnings Per Share [Line Items] | |||
Common stock, par value | $ 0.01 | $ 0.01 | |
Flagstone | |||
Computation of Earnings Per Share [Line Items] | |||
Common stock issued for acquisition | 4,950,331 | ||
Common stock, par value | $ 0.01 | ||
Common stock, price per share | $ 75.50 | ||
Net proceeds from the offering of the Shares | $ 358 |
Summary of Effect of Share-Base
Summary of Effect of Share-Based Compensation Awards on Weighted Average Number of Shares Outstanding Used in Calculating Diluted Earnings Per Share (Detail) - Entity [Domain] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Schedule of Weighted Average Number of Diluted Shares Outstanding [Line Items] | |||||
Net income | $ 31,362 | $ 21,759 | $ 49,214 | $ 36,081 | |
Weighted average common shares outstanding | 42,974 | 36,961 | 42,922 | 36,822 | |
Assumed exercise/vesting of equity awards | [1] | 705 | 1,029 | 732 | 1,039 |
Weighted average diluted common shares outstanding | 43,679 | 37,990 | 43,654 | 37,861 | |
Net earnings per basic share | $ 0.73 | $ 0.59 | $ 1.15 | $ 0.98 | |
Net earnings per diluted share | $ 0.72 | $ 0.57 | $ 1.13 | $ 0.95 | |
[1] | Incremental shares from equity awards are computed by the treasury stock method. Equity awards, excluded from our computation of diluted earnings per share because they were anti-dilutive, were 0.8 million and 0.7 million for the three and six months ended June 30, 2015, respectively, and 0.4 million for the three and six months ended June 30, 2014, respectively. |
Summary of Effect of Share-Ba72
Summary of Effect of Share-Based Compensation Awards on Weighted Average Number of Shares Outstanding Used in Calculating Diluted Earnings Per Share (Parenthetical) (Detail) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Schedule of Weighted Average Number of Diluted Shares Outstanding [Line Items] | ||||
Equity awards, excluded from computation of diluted earnings | 0.8 | 0.4 | 0.7 | 0.4 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jun. 26, 2015shares | Apr. 23, 2015shares | Jun. 30, 2015USD ($)shares | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)$ / sharesshares | Jun. 30, 2014USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ | $ 4,500 | $ 5,500 | $ 10,463 | $ 9,699 | ||
Tax benefit recognized related to the compensation cost of share-based awards | $ | $ 1,600 | $ 1,900 | $ 3,700 | $ 3,400 | ||
Shares of common stock converted from performance units | 58,889 | |||||
Employee Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based compensation arrangement, award vesting period | 3 years | |||||
Compensation costs, recognition weighted average remaining period (in years) | 2 years 4 months 24 days | |||||
Weighted average grant date fair | $ / shares | $ 22 | |||||
Expected volatility | 25.07% | |||||
Expected term | 6 years | |||||
Risk free rate | 1.98% | |||||
Expected dividends | 0.00% | |||||
Employee Stock Option | Year One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based compensation arrangement, award vesting percentage | 33.33% | |||||
Employee Stock Option | Year Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based compensation arrangement, award vesting percentage | 33.33% | |||||
Employee Stock Option | Year Three | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based compensation arrangement, award vesting percentage | 33.33% | |||||
Restricted Stock and Restricted Stock Units | Year One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based compensation arrangement, award vesting percentage | 33.33% | |||||
Restricted Stock and Restricted Stock Units | Year Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based compensation arrangement, award vesting percentage | 33.33% | |||||
Restricted Stock and Restricted Stock Units | Year Three | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based compensation arrangement, award vesting percentage | 33.33% | |||||
Director Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of restricted stock units were vested and exercisable | 95,000 | 95,000 | ||||
Stock units, vested | 6,000 | |||||
Employee Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation costs, unrecognized | $ | $ 22,700 | $ 22,700 | ||||
Compensation costs, recognition weighted average remaining period (in years) | 2 years 3 months 18 days | |||||
Stock units, vested | 162,000 | |||||
Performance Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based compensation arrangement, award vesting period | 3 years | |||||
Compensation costs, unrecognized | $ | 11,900 | $ 11,900 | ||||
Compensation costs, recognition weighted average remaining period (in years) | 2 years 2 months 12 days | |||||
Stock units, vested | 82,835 | 58,889 | ||||
Conversion ratio of awards vesting | 0.71 | |||||
Performance Units | Each of the three performance periods | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Predefined percentage for calculation of performance unit awards | 0.00% | |||||
Performance Units | Each of the three performance periods | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Predefined percentage for calculation of performance unit awards | 200.00% | |||||
Performance Units | Cumulative performance period | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Predefined percentage for calculation of performance unit awards | 0.00% | |||||
Performance Units | Cumulative performance period | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Predefined percentage for calculation of performance unit awards | 200.00% | |||||
Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation costs, unrecognized | $ | $ 14,600 | $ 14,600 | ||||
TreeHouse Foods, Inc. Equity and Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Increase number of shares available for issuance | 3,000,000 | |||||
Maximum number of shares available to be awarded | 9,300,000 | 9,300,000 | ||||
Shares available at year end | 700,000 | 700,000 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding, Beginning Balance | $ 49.53 | |
Granted | 76.43 | |
Forfeited | 76.10 | |
Exercised | 28.09 | |
Outstanding, Ending Balance | 57 | $ 49.53 |
Vested/expected to vest, at June 30, 2015 | 56.36 | |
Exercisable, June 30, 2015 | $ 45.83 | |
Outstanding, Ending Balance | 6 years 8 months 12 days | 5 years 8 months 12 days |
Vested/expected to vest, at June 30, 2015 | 6 years 7 months 6 days | |
Exercisable, June 30, 2015 | 5 years 1 month 6 days | |
Outstanding, Beginning Balance | $ 68,396 | |
Outstanding, Ending Balance | 48,793 | $ 68,396 |
Vested/expected to vest, at June 30, 2015 | 48,511 | |
Exercisable, June 30, 2015 | $ 44,875 | |
Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding, Beginning Balance | 1,858 | |
Granted | 399 | |
Forfeited | (29) | |
Exercised | (235) | |
Outstanding, Ending Balance | 1,993 | 1,858 |
Vested/expected to vest, at June 30, 2015 | 1,929 | |
Exercisable, June 30, 2015 | 1,240 | |
Director Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding, Beginning Balance | 42 | |
Exercised | (7) | |
Outstanding, Ending Balance | 35 | 42 |
Vested/expected to vest, at June 30, 2015 | 35 | |
Exercisable, June 30, 2015 | 35 |
Summary of Employee and Directo
Summary of Employee and Director Stock Option Highlights (Detail) - Stock Options - Employee And Director Stock Option - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Intrinsic value of stock options exercised | $ 2.4 | $ 10.7 | $ 13.4 | $ 21.6 |
Compensation expense | 1.8 | 1.3 | 3.3 | 2.4 |
Tax benefit recognized from stock option exercises | $ 0.9 | $ 4 | $ 5.1 | $ 8.2 |
Summary of Restricted Stock and
Summary of Restricted Stock and Restricted Stock Unit Activity (Detail) - 6 months ended Jun. 30, 2015 - $ / shares shares in Thousands | Total |
Employee Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning Balance | 392 |
Granted | 165 |
Vested | (162) |
Forfeited | (45) |
Ending Balance | 350 |
Beginning Balance | $ 71.97 |
Granted | 76.61 |
Vested | 67.17 |
Forfeited | 76.15 |
Ending Balance | $ 75.87 |
Director Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning Balance | 101 |
Granted | 16 |
Vested | (6) |
Ending Balance | 111 |
Beginning Balance | $ 49.71 |
Granted | 76.30 |
Vested | 68.58 |
Ending Balance | $ 52.60 |
Summary of Employee and Direc77
Summary of Employee and Director Restricted Stock and Restricted Stock Highlights (Detail) - Employee Restricted Stock Units and Director Restricted Stock Units - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 3.4 | $ 2.8 | $ 6 | $ 5.2 |
Fair value of vested restricted stock units | 12.3 | 11.1 | 12.9 | 11.2 |
Tax benefit recognized from vested restricted stock units | $ 4.4 | $ 4.1 | $ 4.5 | $ 4.1 |
Summary of Performance Unit Act
Summary of Performance Unit Activity (Detail) - Performance Units - $ / shares | Jun. 26, 2015 | Jun. 30, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning Balance | 269,000 | |
Granted | 105,000 | |
Vested | (82,835) | (58,889) |
Forfeited | (24,000) | |
Ending Balance | 291,000 | |
Beginning Balance | $ 68.76 | |
Granted | 76.30 | |
Vested | 61.41 | |
Forfeited | 61.41 | |
Ending Balance | $ 73.57 |
Summary of Performance Unit Hig
Summary of Performance Unit Highlights (Detail) - Performance Units - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ (0.7) | $ 1.4 | $ 1.2 | $ 2.2 |
Tax benefit recognized from performance units vested | 1.7 | (0.5) | 1.7 | 0.2 |
Fair value of vested performance units | $ 4.5 | $ 0.4 | $ 4.5 | $ 0.4 |
Components of Accumulated Other
Components of Accumulated Other Comprehensive Loss Net of Tax Except for Foreign Currency Translation Adjustment (Detail) - Entity [Domain] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning Balance | $ (64,331) | $ (31,763) | |||
Other comprehensive loss | (20,318) | (1,001) | |||
Reclassifications from accumulated other comprehensive loss | 512 | 206 | |||
Other comprehensive (loss) income | $ 6,475 | $ 11,009 | (19,806) | (795) | |
Ending Balance | (84,137) | (32,558) | (84,137) | (32,558) | |
Foreign Currency Translation | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning Balance | [1] | (51,326) | (24,689) | ||
Other comprehensive loss | [1] | (20,318) | (1,001) | ||
Other comprehensive (loss) income | [1] | (20,318) | (1,001) | ||
Ending Balance | [1] | (71,644) | (25,690) | (71,644) | (25,690) |
Unrecognized Pension and Postretirement Benefits | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning Balance | [2] | (13,005) | (7,074) | ||
Reclassifications from accumulated other comprehensive loss | [2] | 512 | 206 | ||
Other comprehensive (loss) income | [2] | 512 | 206 | ||
Ending Balance | [2] | $ (12,493) | $ (6,868) | $ (12,493) | $ (6,868) |
[1] | The foreign currency translation adjustment is not net of tax, as it pertains to the Company's permanent investment in its Canadian subsidiaries. | ||||
[2] | The unrecognized pension and postretirement benefits reclassification is presented net of tax of $316 thousand and $129 thousand for the six months ended June 30, 2015 and 2014, respectively. The reclassification is included in the computation of net periodic pension cost, which is recorded in the Cost of sales and General and administrative lines of the Condensed Consolidated Statements of Income. |
Components of Accumulated Oth81
Components of Accumulated Other Comprehensive Loss Net of Tax Except for Foreign Currency Translation Adjustment (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Pension and post-retirement reclassification adjustment, tax | $ 158 | $ 65 | $ 316 | $ 129 |
Reclassifications from Accumula
Reclassifications from Accumulated Other Comprehensive Loss (Detail) - Entity [Domain] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
(Loss) income before income taxes | $ 47,787 | $ 33,740 | $ 73,588 | $ 53,783 | |
Income taxes | 16,425 | 11,981 | 24,374 | 17,702 | |
Net of tax | 31,362 | 21,759 | 49,214 | 36,081 | |
Reclassification out of Accumulated Other Comprehensive Income | Unrecognized Pension and Postretirement Benefits | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Prior service costs | [1] | 36 | 37 | 73 | 73 |
Unrecognized net loss | [1] | 378 | 131 | 755 | 262 |
(Loss) income before income taxes | 414 | 168 | 828 | 335 | |
Income taxes | 158 | 65 | 316 | 129 | |
Net of tax | $ 256 | $ 103 | $ 512 | $ 206 | |
[1] | These accumulated other comprehensive loss components are included in the computation of net periodic pension cost, and are recorded in the Cost of Sales and General and Administrative lines of the Condensed Consolidated Statements of Income. |
Components of Net Periodic Cost
Components of Net Periodic Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Pension Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 621 | $ 545 | $ 1,243 | $ 1,090 |
Interest cost | 713 | 692 | 1,425 | 1,385 |
Expected return on plan assets | (765) | (798) | (1,530) | (1,595) |
Amortization of prior service costs | 52 | 54 | 105 | 106 |
Amortization of unrecognized net loss | 365 | 126 | 730 | 252 |
Net periodic pension cost | 986 | 619 | 1,973 | 1,238 |
Postretirement Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 5 | 5 | 10 | 10 |
Interest cost | 37 | 39 | 75 | 78 |
Amortization of prior service costs | (16) | (17) | (32) | (33) |
Amortization of unrecognized net loss | 13 | 5 | 25 | 10 |
Net periodic pension cost | $ 39 | $ 32 | $ 78 | $ 65 |
Employee Retirement and Postr84
Employee Retirement and Postretirement Benefits - Additional Information (Detail) $ in Millions | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Postretirement Benefits | |
Defined Benefit Plan Disclosure [Line Items] | |
Expected contribution for benefit plans in the current fiscal year | $ 0.2 |
Pension Benefits | |
Defined Benefit Plan Disclosure [Line Items] | |
Expected contribution for benefit plans in the current fiscal year | $ 2 |
Other Operating Expense (Inco85
Other Operating Expense (Income) (Detail) - Entity [Domain] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Component of Operating Other Cost and Expense [Abstract] | ||||
Restructuring | $ 135 | $ 371 | $ 350 | $ 1,238 |
Other expense | (6) | |||
Total other operating expense (income), net | $ 135 | $ 365 | $ 350 | $ 1,238 |
Supplemental Cash Flow Inform86
Supplemental Cash Flow Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Schedule of Cash Flow, Supplemental [Line Items] | ||
Interest paid | $ 21,332 | $ 23,430 |
Income taxes paid | 20,211 | 34,426 |
Accrued purchase of property and equipment | 8,008 | 8,988 |
Accrued other intangible assets | $ 2,550 | $ 1,284 |
Supplemental Cash Flow Inform87
Supplemental Cash Flow Information - Additional Information (Detail) - shares | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Schedule of Cash Flow, Supplemental [Line Items] | ||
Restricted stock, restricted stock units and performance units, vesting shares | 227,237 | 145,832 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Detail) $ in Millions | 6 Months Ended | |
Jun. 30, 2015USD ($)galMWlb | Jun. 30, 2014USD ($) | |
Electricity Contract | ||
Derivative [Line Items] | ||
Derivative, expiration period | Throughout 2,015 | |
Notional amount outstanding | 30,777 | |
Diesel Contract | ||
Derivative [Line Items] | ||
Derivative, expiration period | Throughout 2015 and early 2016 | |
Notional amount outstanding | gal | 3,700,000 | |
Foreign Currency Contract | ||
Derivative [Line Items] | ||
Derivative notional amount | $ | $ 44.5 | $ 27.9 |
Derivative, expiration period | Expiring in July, August, and September of this year | |
Plastics Contracts | ||
Derivative [Line Items] | ||
Derivative, expiration period | Throughout 2,015 | |
Notional amount outstanding | lb | 4,200,000 |
Derivative, Fair Value, and Loc
Derivative, Fair Value, and Location on Condensed Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Derivatives, Fair Value [Line Items] | ||
Asset derivative, fair value | $ 1,363 | |
Liability derivative, fair value | 2,003 | $ 3,044 |
Foreign Currency Contract | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivative, fair value | 1,363 | |
Commodity contracts | Accounts payable and accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivative, fair value | $ 2,003 | $ 3,044 |
Gains and Losses on Derivative
Gains and Losses on Derivative Contracts (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Mark to market unrealized gain (loss), commodity | $ 1,987 | $ (247) | $ 2,404 | $ (363) |
Realized (loss) gain | (468) | (1,298) | ||
Total (loss) gain | 1,519 | (247) | 1,106 | (363) |
Commodity contracts | Other (income) expense, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Mark to market unrealized gain (loss), commodity | 1,098 | (53) | 1,041 | (169) |
Commodity contracts | Selling and distribution | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Realized (loss) gain | (929) | (1,759) | ||
Foreign Currency Contract | Other (income) expense, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Mark to market unrealized gain (loss), foreign currency | 889 | $ (194) | 1,363 | $ (194) |
Foreign Currency Contract | Cost of Sales | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Realized (loss) gain | $ 461 | $ 461 |
Carrying Value and Fair Value o
Carrying Value and Fair Value of Financial Instruments (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liability | $ (2,003) | $ (3,044) |
Derivative assets | 1,363 | |
Carrying Value | Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Revolving Credit Facility | (446,000) | (554,000) |
Carrying Value | Fair Value, Inputs, Level 2 | Two Thousand Twenty Two | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes | (400,000) | (400,000) |
Carrying Value | Fair Value, Inputs, Level 2 | Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan | (297,000) | (298,500) |
Carrying Value | Fair Value, Inputs, Level 2 | Acquisition Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan | (195,000) | (197,500) |
Carrying Value | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 9,004 | 9,148 |
Carrying Value | Fair Value, Measurements, Recurring | Commodity contracts | Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liability | (2,003) | (3,044) |
Carrying Value | Fair Value, Measurements, Recurring | Foreign Currency Contract | Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative assets | 1,363 | |
Fair Value | Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Revolving Credit Facility | (446,366) | (559,085) |
Fair Value | Fair Value, Inputs, Level 2 | Two Thousand Twenty Two | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes | (403,000) | (406,000) |
Fair Value | Fair Value, Inputs, Level 2 | Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan | (297,497) | (315,070) |
Fair Value | Fair Value, Inputs, Level 2 | Acquisition Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan | (195,192) | (202,716) |
Fair Value | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 9,004 | 9,148 |
Fair Value | Fair Value, Measurements, Recurring | Commodity contracts | Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liability | (2,003) | $ (3,044) |
Fair Value | Fair Value, Measurements, Recurring | Foreign Currency Contract | Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative assets | $ 1,363 |
Financial Information Relating
Financial Information Relating to Reportable Segments (Detail) - Entity [Domain] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Segment Reporting Information [Line Items] | |||||
Net sales | $ 759,208 | $ 627,960 | $ 1,542,353 | $ 1,246,863 | |
Direct operating income | 109,892 | 98,680 | 220,537 | 199,195 | |
selling and distribution expenses | (42,797) | (39,594) | (88,595) | (77,611) | |
Cost of sales | (607,837) | (492,283) | (1,238,545) | (978,195) | |
Operating (loss) income | 54,521 | 44,576 | 101,217 | 94,875 | |
Other expense | (6,734) | (10,836) | (27,629) | (41,092) | |
Income before income taxes | 47,787 | 33,740 | 73,588 | 53,783 | |
North American Retail Grocery | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 578,750 | 444,244 | 1,171,163 | 896,655 | |
Direct operating income | 81,256 | 73,150 | 158,356 | 148,726 | |
Food Away From Home | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 97,848 | 97,285 | 186,125 | 185,960 | |
Direct operating income | 14,539 | 12,054 | 26,562 | 21,543 | |
Industrial and Export | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 82,610 | 86,431 | 185,065 | 164,248 | |
Direct operating income | 14,097 | 13,476 | 35,619 | 28,926 | |
Unallocated Amount to Segment | |||||
Segment Reporting Information [Line Items] | |||||
selling and distribution expenses | (1,964) | (2,702) | (5,121) | (5,745) | |
Cost of sales | [1] | 646 | 105 | (203) | (2,393) |
Corporate expense | $ (54,053) | $ (51,507) | $ (113,996) | $ (96,182) | |
[1] | Includes charges related to restructurings and other costs managed at corporate. |
Segment and Geographic Inform93
Segment and Geographic Information and Major Customers - Additional Information (Detail) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Wal-Mart Stores, Inc. and affiliates | Sales Revenue, Net | Customer Concentration Risk | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 20.90% | 19.40% |
Outside of the United States | Sales Revenue, Net | Customer Concentration Risk | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 11.20% | 13.40% |
Outside of the United States | Property, Plant and Equipment | Geographic Concentration Risk | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 8.80% | 11.60% |
Canada | Sales Revenue, Net | Geographic Concentration Risk | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 10.20% | 12.30% |
Net Sale by Major Products (Det
Net Sale by Major Products (Detail) - Entity [Domain] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 759,208 | $ 627,960 | $ 1,542,353 | $ 1,246,863 |
Snacks | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 165,381 | 311,880 | ||
Salad Dressings | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 100,178 | 101,290 | 184,344 | 189,426 |
Beverages | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 92,670 | 117,562 | 203,670 | 241,882 |
Pickles | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 86,407 | 87,926 | 157,469 | 156,775 |
Beverage Enhancers | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 78,416 | 82,694 | 164,529 | 171,003 |
Soup and infant feeding | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 59,514 | 51,316 | 158,322 | 108,513 |
Mexican and other sauces | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 58,795 | 65,930 | 117,226 | 126,579 |
Cereals | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 34,247 | 35,392 | 77,287 | 80,293 |
Dry dinners | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 29,524 | 32,240 | 62,935 | 67,317 |
Aseptic products | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 29,092 | 25,708 | 53,970 | 47,595 |
Other products | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 12,711 | 14,813 | 26,499 | 30,780 |
Jams | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 12,273 | $ 13,089 | $ 24,222 | $ 26,700 |
Condensed Supplemental Consolid
Condensed Supplemental Consolidating Balance Sheet (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Current assets: | ||||
Cash and cash equivalents | $ 44,564 | $ 51,981 | $ 17,013 | $ 46,475 |
Investments | 9,004 | 9,148 | ||
Accounts receivable, net | 172,799 | 233,656 | ||
Inventories, net | 613,276 | 594,098 | ||
Deferred income taxes | 35,894 | 35,564 | ||
Prepaid expenses and other current assets | 24,038 | 24,989 | ||
Total current assets | 899,575 | 949,436 | ||
Property, plant, and equipment, net | 549,348 | 543,778 | ||
Goodwill | 1,660,654 | 1,667,985 | ||
Intangible and other assets, net | 707,511 | 741,805 | ||
Total assets | 3,817,088 | 3,903,004 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 279,306 | 296,860 | ||
Current portion of long-term debt | 16,895 | 14,373 | ||
Total current liabilities | 296,201 | 311,233 | ||
Long-term debt | 1,328,876 | 1,445,488 | ||
Deferred income taxes | 318,652 | 319,454 | ||
Other long-term liabilities | 68,596 | 67,572 | ||
Stockholders' equity | 1,804,763 | 1,759,257 | ||
Total liabilities and stockholders' equity | 3,817,088 | 3,903,004 | ||
Eliminations | ||||
Current assets: | ||||
Prepaid expenses and other current assets | (17,158) | (26,619) | ||
Total current assets | (17,158) | (26,619) | ||
Investment in subsidiaries | (2,846,598) | (2,803,651) | ||
Deferred income taxes | (12,913) | (12,217) | ||
Total assets | (2,876,669) | (2,842,487) | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | (17,158) | (26,619) | ||
Total current liabilities | (17,158) | (26,619) | ||
Deferred income taxes | (12,913) | (12,217) | ||
Stockholders' equity | (2,846,598) | (2,803,651) | ||
Total liabilities and stockholders' equity | (2,876,669) | (2,842,487) | ||
Parent Company | ||||
Current assets: | ||||
Cash and cash equivalents | 12,116 | 18,706 | 23,268 | |
Accounts receivable, net | 46 | |||
Deferred income taxes | 5,129 | 8,361 | ||
Prepaid expenses and other current assets | 13,821 | 32,849 | ||
Total current assets | 31,066 | 59,962 | ||
Property, plant, and equipment, net | 28,031 | 28,411 | ||
Investment in subsidiaries | 2,334,531 | 2,269,325 | ||
Intercompany accounts receivable (payable), net | 706,006 | 840,606 | ||
Deferred income taxes | 12,913 | 12,217 | ||
Intangible and other assets, net | 55,194 | 55,826 | ||
Total assets | 3,167,741 | 3,266,347 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 15,886 | 48,002 | ||
Current portion of long-term debt | 13,000 | 10,500 | ||
Total current liabilities | 28,886 | 58,502 | ||
Long-term debt | 1,325,000 | 1,439,500 | ||
Other long-term liabilities | 9,092 | 9,088 | ||
Stockholders' equity | 1,804,763 | 1,759,257 | ||
Total liabilities and stockholders' equity | 3,167,741 | 3,266,347 | ||
Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 1 | 2 | 1 | 43 |
Accounts receivable, net | 147,932 | 185,202 | ||
Inventories, net | 485,226 | 471,189 | ||
Deferred income taxes | 22,388 | 19,196 | ||
Prepaid expenses and other current assets | 6,574 | 5,947 | ||
Total current assets | 662,121 | 681,536 | ||
Property, plant, and equipment, net | 427,758 | 416,104 | ||
Goodwill | 1,467,185 | 1,464,999 | ||
Investment in subsidiaries | 512,067 | 534,326 | ||
Intercompany accounts receivable (payable), net | (639,359) | (771,836) | ||
Intangible and other assets, net | 485,555 | 503,289 | ||
Total assets | 2,915,327 | 2,828,418 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 243,208 | 224,352 | ||
Current portion of long-term debt | 1,686 | 1,595 | ||
Total current liabilities | 244,894 | 225,947 | ||
Long-term debt | 1,019 | 2,027 | ||
Deferred income taxes | 290,428 | 289,257 | ||
Other long-term liabilities | 44,455 | 41,862 | ||
Stockholders' equity | 2,334,531 | 2,269,325 | ||
Total liabilities and stockholders' equity | 2,915,327 | 2,828,418 | ||
Non-Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 32,447 | 33,273 | $ 17,012 | $ 23,164 |
Investments | 9,004 | 9,148 | ||
Accounts receivable, net | 24,867 | 48,408 | ||
Inventories, net | 128,050 | 122,909 | ||
Deferred income taxes | 8,377 | 8,007 | ||
Prepaid expenses and other current assets | 20,801 | 12,812 | ||
Total current assets | 223,546 | 234,557 | ||
Property, plant, and equipment, net | 93,559 | 99,263 | ||
Goodwill | 193,469 | 202,986 | ||
Intercompany accounts receivable (payable), net | (66,647) | (68,770) | ||
Intangible and other assets, net | 166,762 | 182,690 | ||
Total assets | 610,689 | 650,726 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 37,370 | 51,125 | ||
Current portion of long-term debt | 2,209 | 2,278 | ||
Total current liabilities | 39,579 | 53,403 | ||
Long-term debt | 2,857 | 3,961 | ||
Deferred income taxes | 41,137 | 42,414 | ||
Other long-term liabilities | 15,049 | 16,622 | ||
Stockholders' equity | 512,067 | 534,326 | ||
Total liabilities and stockholders' equity | $ 610,689 | $ 650,726 |
Condensed Supplemental Consol96
Condensed Supplemental Consolidating Statement of Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | $ 759,208 | $ 627,960 | $ 1,542,353 | $ 1,246,863 |
Cost of sales | 607,837 | 492,283 | 1,238,545 | 978,195 |
Gross profit | 151,371 | 135,677 | 303,808 | 268,668 |
Selling, general and administrative expense | 81,164 | 80,204 | 171,362 | 151,989 |
Amortization | 15,551 | 10,532 | 30,879 | 20,566 |
Other operating expense, net | 135 | 365 | 350 | 1,238 |
Operating (loss) income | 54,521 | 44,576 | 101,217 | 94,875 |
Interest expense | 11,372 | 9,001 | 23,064 | 19,874 |
Interest income | (194) | (413) | (1,963) | (581) |
Loss on extinguishment of debt | 5,259 | 21,944 | ||
Other expense (income), net | (4,444) | (3,011) | 6,528 | (145) |
(Loss) income before income taxes | 47,787 | 33,740 | 73,588 | 53,783 |
Income taxes (benefit) | 16,425 | 11,981 | 24,374 | 17,702 |
Net income | 31,362 | 21,759 | 49,214 | 36,081 |
Eliminations | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | (73,982) | (64,147) | (146,557) | (109,371) |
Cost of sales | (73,982) | (64,147) | (146,557) | (109,371) |
Interest expense | (1,471) | (4,440) | (2,916) | (8,276) |
Interest income | 1,471 | 4,440 | 2,916 | 8,276 |
Equity in net income (loss) of subsidiaries | (46,621) | (42,110) | (83,068) | (82,322) |
Net income | (46,621) | (42,110) | (83,068) | (82,322) |
Parent Company | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Selling, general and administrative expense | 15,276 | 17,333 | 33,041 | 31,392 |
Amortization | 2,044 | 1,411 | 3,871 | 2,923 |
Operating (loss) income | (17,320) | (18,744) | (36,912) | (34,315) |
Interest expense | 10,900 | 8,776 | 22,430 | 19,465 |
Interest income | (1) | (1,431) | ||
Loss on extinguishment of debt | 5,259 | 21,944 | ||
Other expense (income), net | 2 | 9 | (2) | 9 |
(Loss) income before income taxes | (28,221) | (32,788) | (57,909) | (75,733) |
Income taxes (benefit) | (10,777) | (12,641) | (22,113) | (29,933) |
Equity in net income (loss) of subsidiaries | 48,806 | 41,906 | 85,010 | 81,881 |
Net income | 31,362 | 21,759 | 49,214 | 36,081 |
Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | 697,428 | 537,886 | 1,405,006 | 1,073,048 |
Cost of sales | 555,973 | 421,380 | 1,129,459 | 843,280 |
Gross profit | 141,455 | 116,506 | 275,547 | 229,768 |
Selling, general and administrative expense | 56,416 | 50,695 | 117,357 | 96,728 |
Amortization | 10,154 | 5,953 | 20,214 | 11,728 |
Other operating expense, net | 135 | 356 | 350 | 1,217 |
Operating (loss) income | 74,750 | 59,502 | 137,626 | 120,095 |
Interest expense | 165 | 201 | 290 | 385 |
Interest income | (1,471) | (4,444) | (2,916) | (8,304) |
Other expense (income), net | (3,295) | (2,399) | 5,848 | (715) |
(Loss) income before income taxes | 79,351 | 66,144 | 134,404 | 128,729 |
Income taxes (benefit) | 28,360 | 24,442 | 47,452 | 47,289 |
Equity in net income (loss) of subsidiaries | (2,185) | 204 | (1,942) | 441 |
Net income | 48,806 | 41,906 | 85,010 | 81,881 |
Non-Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | 135,762 | 154,221 | 283,904 | 283,186 |
Cost of sales | 125,846 | 135,050 | 255,643 | 244,286 |
Gross profit | 9,916 | 19,171 | 28,261 | 38,900 |
Selling, general and administrative expense | 9,472 | 12,176 | 20,964 | 23,869 |
Amortization | 3,353 | 3,168 | 6,794 | 5,915 |
Other operating expense, net | 9 | 21 | ||
Operating (loss) income | (2,909) | 3,818 | 503 | 9,095 |
Interest expense | 1,778 | 4,464 | 3,260 | 8,300 |
Interest income | (193) | (409) | (532) | (553) |
Other expense (income), net | (1,151) | (621) | 682 | 561 |
(Loss) income before income taxes | (3,343) | 384 | (2,907) | 787 |
Income taxes (benefit) | (1,158) | 180 | (965) | 346 |
Net income | $ (2,185) | $ 204 | $ (1,942) | $ 441 |
Condensed Supplemental Consol97
Condensed Supplemental Consolidating Statement of Comprehensive Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Condensed Financial Statements, Captions [Line Items] | |||||
Net income (loss) | $ 31,362 | $ 21,759 | $ 49,214 | $ 36,081 | |
Other comprehensive (loss) income: | |||||
Foreign currency translation adjustments | 6,219 | 10,906 | (20,318) | (1,001) | |
Pension and postretirement reclassification adjustment, net of tax | [1] | 256 | 103 | 512 | 206 |
Other comprehensive (loss) income | 6,475 | 11,009 | (19,806) | (795) | |
Comprehensive income (loss) | 37,837 | 32,768 | 29,408 | 35,286 | |
Eliminations | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net income (loss) | (46,621) | (42,110) | (83,068) | (82,322) | |
Other comprehensive (loss) income: | |||||
Equity in other comprehensive (loss) income of subsidiaries | (12,694) | (17,147) | 40,124 | 1,358 | |
Comprehensive income (loss) | (59,315) | (59,257) | (42,944) | (80,964) | |
Parent Company | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net income (loss) | 31,362 | 21,759 | 49,214 | 36,081 | |
Other comprehensive (loss) income: | |||||
Equity in other comprehensive (loss) income of subsidiaries | 6,475 | 11,009 | (19,806) | (795) | |
Comprehensive income (loss) | 37,837 | 32,768 | 29,408 | 35,286 | |
Guarantor Subsidiaries | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net income (loss) | 48,806 | 41,906 | 85,010 | 81,881 | |
Other comprehensive (loss) income: | |||||
Foreign currency translation adjustments | 4,768 | (438) | |||
Pension and postretirement reclassification adjustment, net of tax | 256 | 103 | 512 | 206 | |
Other comprehensive (loss) income | 256 | 4,871 | 512 | (232) | |
Equity in other comprehensive (loss) income of subsidiaries | 6,219 | 6,138 | (20,318) | (563) | |
Comprehensive income (loss) | 55,281 | 52,915 | 65,204 | 81,086 | |
Non-Guarantor Subsidiaries | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net income (loss) | (2,185) | 204 | (1,942) | 441 | |
Other comprehensive (loss) income: | |||||
Foreign currency translation adjustments | 6,219 | 6,138 | (20,318) | (563) | |
Other comprehensive (loss) income | 6,219 | 6,138 | (20,318) | (563) | |
Comprehensive income (loss) | $ 4,034 | $ 6,342 | $ (22,260) | $ (122) | |
[1] | Net of tax of $158 and $65 for the three months ended June 30, 2015 and 2014, respectively, and $316 and $129 for the six months ended June 30, 2015 and 2014, respectively. |
Condensed Supplemental Consol98
Condensed Supplemental Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net cash (used in) provided by operating activities | $ 148,799 | $ 83,393 |
Cash flows from investing activities: | ||
Additions to property, plant, and equipment | (39,125) | (30,489) |
Additions to other intangible assets | (6,683) | (5,400) |
Acquisitions, less cash acquired | (140,835) | |
Proceeds from sale of fixed assets | 180 | 527 |
Purchase of investments | (311) | (353) |
Proceeds from sale of investments | 63 | |
Net cash (used in) provided by investing activities | (45,939) | (176,487) |
Cash flows from financing activities: | ||
Borrowings under Revolving Credit Facility | 40,000 | 467,300 |
Payments under Revolving Credit Facility | (148,000) | (693,612) |
Proceeds from issuance of Term Loan | 300,000 | |
Proceeds from issuance of 2022 Notes | 400,000 | |
Payments on 2018 Notes | (400,000) | |
Payments on capitalized lease obligations and other debt | (2,017) | (880) |
Payments of deferred financing costs | (12,869) | |
Payments on Term Loan and Acquisition Term Loan | (4,000) | |
Payment of debt premium for extinguishment of debt | (16,693) | |
Net receipts related to stock-based award activities | 1,112 | 9,411 |
Excess tax benefits from stock-based compensation | 4,583 | 8,681 |
Net cash (used in) provided by financing activities | (108,322) | 61,338 |
Effect of exchange rate changes on cash and cash equivalents | (1,955) | 2,294 |
(Decrease) increase in cash and cash equivalents | (7,417) | (29,462) |
Cash and cash equivalents, beginning of period | 51,981 | 46,475 |
Cash and cash equivalents, end of period | 44,564 | 17,013 |
Eliminations | ||
Cash flows from operating activities: | ||
Net cash (used in) provided by operating activities | (82,556) | (100,298) |
Cash flows from investing activities: | ||
Intercompany transfer | 97,684 | (57,123) |
Net cash (used in) provided by investing activities | 97,684 | (57,123) |
Cash flows from financing activities: | ||
Intercompany transfer | (15,128) | 157,421 |
Net cash (used in) provided by financing activities | (15,128) | 157,421 |
Parent Company | ||
Cash flows from operating activities: | ||
Net cash (used in) provided by operating activities | 31,490 | 73,621 |
Cash flows from investing activities: | ||
Additions to property, plant, and equipment | (599) | (287) |
Additions to other intangible assets | (5,819) | (5,166) |
Intercompany transfer | (11,587) | (173,924) |
Net cash (used in) provided by investing activities | (18,005) | (179,377) |
Cash flows from financing activities: | ||
Borrowings under Revolving Credit Facility | 40,000 | 467,300 |
Payments under Revolving Credit Facility | (148,000) | (693,300) |
Proceeds from issuance of Term Loan | 300,000 | |
Proceeds from issuance of 2022 Notes | 400,000 | |
Payments on 2018 Notes | (400,000) | |
Payments of deferred financing costs | (12,869) | |
Payments on Term Loan and Acquisition Term Loan | (4,000) | |
Payment of debt premium for extinguishment of debt | (16,693) | |
Intercompany transfer | 86,230 | 19,958 |
Net receipts related to stock-based award activities | 1,112 | 9,411 |
Excess tax benefits from stock-based compensation | 4,583 | 8,681 |
Net cash (used in) provided by financing activities | (20,075) | 82,488 |
(Decrease) increase in cash and cash equivalents | (6,590) | (23,268) |
Cash and cash equivalents, beginning of period | 18,706 | 23,268 |
Cash and cash equivalents, end of period | 12,116 | |
Guarantor Subsidiaries | ||
Cash flows from operating activities: | ||
Net cash (used in) provided by operating activities | 200,853 | 102,402 |
Cash flows from investing activities: | ||
Additions to property, plant, and equipment | (32,820) | (23,233) |
Additions to other intangible assets | (738) | (234) |
Intercompany transfer | (86,612) | 231,047 |
Acquisitions, less cash acquired | (144,147) | |
Proceeds from sale of fixed assets | 140 | 130 |
Net cash (used in) provided by investing activities | (120,030) | 63,563 |
Cash flows from financing activities: | ||
Payments on capitalized lease obligations and other debt | (917) | (880) |
Intercompany transfer | (79,907) | (165,127) |
Net cash (used in) provided by financing activities | (80,824) | (166,007) |
(Decrease) increase in cash and cash equivalents | (1) | (42) |
Cash and cash equivalents, beginning of period | 2 | 43 |
Cash and cash equivalents, end of period | 1 | 1 |
Non-Guarantor Subsidiaries | ||
Cash flows from operating activities: | ||
Net cash (used in) provided by operating activities | (988) | 7,668 |
Cash flows from investing activities: | ||
Additions to property, plant, and equipment | (5,706) | (6,969) |
Additions to other intangible assets | (126) | |
Intercompany transfer | 515 | |
Acquisitions, less cash acquired | 3,312 | |
Proceeds from sale of fixed assets | 40 | 397 |
Purchase of investments | (311) | (353) |
Proceeds from sale of investments | 63 | |
Net cash (used in) provided by investing activities | (5,588) | (3,550) |
Cash flows from financing activities: | ||
Payments under Revolving Credit Facility | (312) | |
Payments on capitalized lease obligations and other debt | (1,100) | |
Intercompany transfer | 8,805 | (12,252) |
Net cash (used in) provided by financing activities | 7,705 | (12,564) |
Effect of exchange rate changes on cash and cash equivalents | (1,955) | 2,294 |
(Decrease) increase in cash and cash equivalents | (826) | (6,152) |
Cash and cash equivalents, beginning of period | 33,273 | 23,164 |
Cash and cash equivalents, end of period | $ 32,447 | $ 17,012 |