Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 31, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
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 | 56,730,620 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 47,227 | $ 34,919 |
Investments | 10,117 | 8,388 |
Receivables, net | 384,901 | 203,198 |
Inventories, net | 1,040,978 | 584,115 |
Assets held for sale | 2,674 | |
Prepaid expenses and other current assets | 75,966 | 16,583 |
Total current assets | 1,561,863 | 847,203 |
Property, plant, and equipment, net | 1,364,672 | 541,528 |
Goodwill | 2,774,764 | 1,649,794 |
Intangible assets, net | 1,171,554 | 646,655 |
Other assets, net | 50,379 | 17,616 |
Total assets | 6,923,232 | 3,702,796 |
Current liabilities: | ||
Accounts payable and accrued expenses | 606,793 | 260,580 |
Current portion of long-term debt | 58,099 | 14,893 |
Total current liabilities | 664,892 | 275,473 |
Long-term debt | 2,849,759 | 1,221,741 |
Deferred income taxes | 416,079 | 279,108 |
Other long-term liabilities | 205,257 | 71,615 |
Total liabilities | 4,135,987 | 1,847,937 |
Commitments and contingencies (Note 19) | ||
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, 56,729 and 43,126 shares issued and outstanding, respectively | 567 | 431 |
Additional paid-in capital | 2,067,569 | 1,207,167 |
Retained earnings | 810,205 | 760,729 |
Accumulated other comprehensive loss | (91,096) | (113,468) |
Total stockholders' equity | 2,787,245 | 1,854,859 |
Total liabilities and stockholders' equity | $ 6,923,232 | $ 3,702,796 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 56,729,000 | 43,126,000 |
Common stock, shares outstanding | 56,729,000 | 43,126,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Net sales | $ 1,586,850 | $ 798,638 | $ 4,398,412 | $ 2,340,991 |
Cost of sales | 1,301,317 | 639,941 | 3,622,510 | 1,878,486 |
Gross profit | 285,533 | 158,697 | 775,902 | 462,505 |
Operating expenses: | ||||
Selling and distribution | 102,141 | 44,887 | 291,976 | 133,482 |
General and administrative | 71,879 | 36,535 | 244,580 | 119,302 |
Amortization expense | 28,638 | 14,893 | 80,952 | 45,772 |
Other operating expense, net | 5,285 | 154 | 10,284 | 504 |
Total operating expenses | 207,943 | 96,469 | 627,792 | 299,060 |
Operating (loss) income | 77,590 | 62,228 | 148,110 | 163,445 |
Other expense (income): | ||||
Interest expense | 30,749 | 10,914 | 87,955 | 33,978 |
Interest income | (108) | (265) | (3,569) | (2,228) |
(Gain) loss on foreign currency exchange | (1,075) | 9,226 | (5,948) | 18,226 |
Other (income) expense, net | (4,584) | 2,078 | (331) | (394) |
Total other expense | 24,982 | 21,953 | 78,107 | 49,582 |
Income (loss) before income taxes | 52,608 | 40,275 | 70,003 | 113,863 |
Income taxes | 15,434 | 11,834 | 20,527 | 36,208 |
Net income (loss) | $ 37,174 | $ 28,441 | $ 49,476 | $ 77,655 |
Net earnings per common share: | ||||
Basic | $ 0.65 | $ 0.66 | $ 0.89 | $ 1.81 |
Diluted | $ 0.65 | $ 0.65 | $ 0.88 | $ 1.78 |
Weighted average common shares: | ||||
Basic | 56,804 | 43,168 | 55,350 | 43,004 |
Diluted | 57,451 | 43,721 | 56,037 | 43,672 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Net income (loss) | $ 37,174 | $ 28,441 | $ 49,476 | $ 77,655 | |
Other comprehensive (loss) income: | |||||
Foreign currency translation adjustments | (7,285) | (20,216) | 21,598 | (40,533) | |
Pension and postretirement reclassification adjustment | [1] | 258 | 256 | 774 | 767 |
Other comprehensive (loss) income | (7,027) | (19,960) | 22,372 | (39,766) | |
Comprehensive income (loss) | $ 30,147 | $ 8,481 | $ 71,848 | $ 37,889 | |
[1] | Net of tax of $159 and $158 for the three months ended September 30, 2016 and 2015, respectively, and $475 and $474 for the nine months ended September 30, 2016 and 2015, respectively. |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Pension and postretirement reclassification adjustment, tax | $ 159 | $ 158 | $ 475 | $ 474 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 49,476 | $ 77,655 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 127,181 | 46,160 |
Amortization | 80,952 | 45,772 |
Stock-based compensation | 22,784 | 15,503 |
Excess tax benefits from stock-based compensation | (3,676) | (5,004) |
Mark-to-market gain on derivative contracts | (3,860) | (378) |
Mark-to-market (gain) loss on investments | (480) | 421 |
Loss on disposition of assets | 2,054 | 365 |
Deferred income taxes | (1,630) | 239 |
(Gain) loss on foreign currency exchange | (5,948) | 18,226 |
Other | (2,786) | (1,127) |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Receivables | (16,827) | 14,493 |
Inventories | (8,140) | (61,715) |
Prepaid expenses and other assets | (31,203) | (5,150) |
Accounts payable, accrued expenses and other liabilities | 86,818 | 23,730 |
Net cash provided by operating activities | 294,715 | 169,190 |
Cash flows from investing activities: | ||
Additions to property, plant, and equipment | (131,942) | (57,188) |
Additions to intangible assets | (10,904) | (9,663) |
Acquisitions, less cash acquired | (2,644,364) | |
Proceeds from sale of fixed assets | 1,474 | 278 |
Purchase of investments | (795) | (572) |
Increase in restricted cash | (605) | |
Other | 4 | |
Net cash (used in) provided by investing activities | (2,787,132) | (67,145) |
Cash flows from financing activities: | ||
Borrowings under Revolving Credit Facility | 239,300 | 131,100 |
Payments under Revolving Credit Facility | (313,300) | (257,100) |
Proceeds from issuance of Term Loan A-2 | 1,025,000 | |
Proceeds from issuance of 2024 Notes | 775,000 | |
Payments on capitalized lease obligations and other debt | (2,627) | (2,672) |
Payment of deferred financing costs | (34,328) | |
Payments on Term Loans | (25,937) | (7,250) |
Net proceeds from issuance of common stock | 835,131 | |
Net (payments) receipts related to stock-based award activities | (1,053) | 1,221 |
Excess tax benefits from stock-based compensation | 3,676 | 5,004 |
Net cash provided by (used in) financing activities | 2,500,862 | (129,697) |
Effect of exchange rate changes on cash and cash equivalents | 3,863 | (1,446) |
Net increase (decrease) in cash and cash equivalents | 12,308 | (29,098) |
Cash and cash equivalents, beginning of period | 34,919 | 51,981 |
Cash and cash equivalents, end of period | $ 47,227 | $ 22,883 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Basis of Presentation | 1. BASIS OF PRESENTATION The unaudited Condensed Consolidated Financial Statements included herein have been prepared by TreeHouse Foods, Inc. and its consolidated subsidiaries (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, 2015. Results of operations for interim periods are not necessarily indicative of annual results. On February 1, 2016, the Company acquired all of the outstanding common stock of Ralcorp Holdings, Inc., the Missouri corporation through which the private brands business of ConAgra Foods, Inc. (“Private Brands Business”) was operated. Ralcorp Holdings, Inc. was renamed TreeHouse Private Brands, Inc. during the first quarter of 2016. The results of operations of the Private Brands Business are included in our financial statements from the date of acquisition and are included in the North American Retail Grocery, Food Away From Home, and Industrial and Export segments, as applicable. The Private Brands Business is on a 4-4-5 fiscal calendar, and September 25, 2016 was the fiscal period end closest to the Company’s fiscal quarter end. This difference did not have a significant impact on the results of operations of the Private Brands Business. 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, 2015. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2016 | |
Recent Accounting Pronouncements | 2. RECENT ACCOUNTING PRONOUNCEMENTS In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU No. 2016-02, Leases In September 2015, the FASB issued ASU No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory, In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers Identifying Performance Obligations and Licensing Narrow-Scope Improvements and Practical Expedients |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring | 3. RESTRUCTURING Plant Closing Costs Facility Location Date of Closure End of Full Facility Primary Products Primary Segment(s) Affected Total Total (In millions) City of Industry, California November 18, First quarter of 2016 Third quarter of 2016 Liquid non-dairy creamer and refrigerated salad dressings Food Away From Home $ 6.9 $ 3.8 Ayer, Massachusetts April 5, 2016 First quarter of 2017 Third quarter of 2017 Spoonable dressings North American Retail Grocery, Food Away From Home $ 8.5 $ 5.5 Azusa, California May 24, 2016 Second quarter of 2017 Second quarter of 2017 Bars and snack products North American Retail Grocery $ 15.2 $ 13.5 Ripon, Wisconsin May 24, 2016 Fourth quarter of 2016 Fourth quarter of 2016 Sugar wafer cookies North American Retail Grocery $ 2.0 $ 1.2 Total expected costs to close the City of Industry, California and Ripon Wisconsin facilities have been reduced by approximately $5.0 million and $0.1 million, respectively, since the initial announcements while total expected costs to close the Ayer, Massachusetts and Azusa, California facilities have been increased by approximately $2.0 million and $0.3 million, respectively. Below is a summary of the plant closing costs: Three Months Nine Months Ended Cumulative Costs Total Expected Costs (In thousands) Asset-related $ 1,652 $ 3,158 $ 6,178 $ 8,585 Employee-related 2,183 4,146 5,308 8,948 Other closure costs 2,055 3,120 3,149 14,974 Total $ 5,890 $ 10,424 $ 14,635 $ 32,507 Liabilities recorded as of September 30, 2016 associated with these plant closings relate to severance and the partial withdrawal from a multiemployer pension plan. The severance liability is included in the Accounts payable and accrued expenses line of the Condensed Consolidated Balance Sheets while the multiemployer pension plan withdrawal liability is included in the Other long-term liabilities line of the Condensed Consolidated Balance Sheets. The table below presents a reconciliation of the liabilities as of September 30, 2016: Severance Multiemployer Pension Total Liabilities (In thousands) Balance as of December 31, 2015 $ 395 $ 767 $ 1,162 Expense 3,809 — 3,809 Payments (1,035 ) — (1,035 ) Balance as of September 30, 2016 $ 3,169 $ 767 $ 3,936 |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2016 | |
Acquisitions | 4. ACQUISITIONS Private Brands Business On February 1, 2016, the Company acquired the Private Brands Business, which is primarily engaged in manufacturing, distributing, and marketing private label products to retail grocery, food away from home, and industrial and export customers. The business’s primary product categories include snacks, retail bakery, pasta, cereal, bars, and condiments. The purchase price, after considering working capital adjustments, was approximately $2,644.4 million, net of acquired cash. The acquisition was funded by $835.1 million in net proceeds from a public sale of the Company’s common stock, $760.7 million in net proceeds from a private issuance of senior unsecured notes (“2024 Notes”), and a new $1,025.0 million term loan (“Term Loan A-2”), with the remaining balance funded by borrowings from the Company’s $900 million revolving credit facility (“Revolving Credit Facility”). The acquisition resulted in a broader portfolio of products and further diversified the Company’s product categories. The Private Brands Business acquisition is 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, Food Away From Home, and Industrial and Export segments. Included in the Company’s Condensed Consolidated Statements of Income for the nine months ended September 30, 2016 are the Private Brands Business’s net sales of approximately $2,074.6 million and income before income taxes of $55.6 million. Integration costs of $7.5 million were included in determining income before income taxes. We have made a preliminary allocation to net tangible and intangible assets acquired and liabilities assumed as follows: (In thousands) Cash $ 43,358 Receivables 161,190 Inventory 444,860 Property, plant, and equipment 808,856 Customer relationships 510,900 Trade names 33,000 Software 19,576 Formulas 23,200 Other assets 53,545 Goodwill 1,118,102 Assets acquired 3,216,587 Deferred taxes (135,697 ) Assumed current liabilities (243,287 ) Assumed long-term liabilities (149,881 ) Total purchase price $ 2,687,722 The Company allocated $496.1 million to customer relationships in the North American Retail Grocery segment, which have a preliminary estimated life of 13 years, and $14.8 million to customer relationships in the Food Away From Home segment, which have a preliminary estimated life of 10 years. The Company allocated $33.0 million to trade names, which have a preliminary estimated life of 10 years. The Company allocated $23.2 million to formulas, which have a preliminary estimated life of 5 years. The Company allocated $19.6 million to capitalized software with estimated lives of 1 to 5 years, depending on expected use. The aforementioned intangibles will be amortized on a straight line basis. Indemnification assets related to taxes of approximately $23.4 million were also recorded. The Company increased the cost of acquired inventories by approximately $8.4 million, and expensed the amount as a component of cost of sales. The Company has preliminarily allocated $1,044.9 million and $73.2 million of goodwill to the North American Retail Grocery and Food Away From Home segments, respectively. Goodwill arises principally as a result of expansion opportunities and synergies across both new and legacy product categories. None of the goodwill resulting from this acquisition is tax deductible. The Company incurred approximately $35.2 million in acquisition costs. These costs are included in the General and administrative expense line of the Condensed Consolidated Statements of Income. The purchase price allocation in the table above is preliminary and subject to the finalization of the Company’s valuation analysis, including adjustments to taxes. The Company recorded purchase price adjustments related to taxes and working capital in the first nine months of 2016, resulting in a decrease to goodwill of approximately $5.8 million. The working capital adjustment was finalized on July 25, 2016, resulting in a payment of $4.2 million to ConAgra Foods, Inc. that is reflected as a purchase price adjustment. As a result of these adjustments, approximately $0.2 million was expensed to Cost of sales in the first nine months of 2016. The remaining adjustments did not impact the Condensed Consolidated Statements of Income. The following unaudited pro forma information shows the results of operations for the Company as if its acquisition of the Private Brands Business had been completed as of January 1, 2015. 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. Excluded from the 2016 pro forma results are $35.2 million of costs incurred by the Company in connection with the acquisition. The 2015 pro forma results include $1.3 billion in asset impairment charges incurred by the seller. 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. Three Months Ended Nine Months Ended 2015 2016 2015 (In thousands, except per share data) Pro forma net sales $ 1,657,997 $ 4,722,375 $ 5,007,031 Pro forma net income (loss) $ 25,898 $ 71,191 $ (718,415 ) Pro forma basic earnings (loss) per common share $ 0.46 $ 1.26 $ (12.77 ) Pro forma diluted earnings (loss) per common share $ 0.45 $ 1.24 $ (12.77 ) |
Investments
Investments | 9 Months Ended |
Sep. 30, 2016 | |
Investments | 5. INVESTMENTS September 30, 2016 December 31, 2015 (In thousands) U.S. equity $ 7,353 $ 5,283 Non-U.S. equity 1,721 1,574 Fixed income 1,043 1,531 Total investments $ 10,117 $ 8,388 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 or Interest expense 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 September 30, 2016 and December 31, 2015, $47.2 million and $24.4 million, respectively, represents cash and equivalents held in foreign jurisdictions, in local currencies, that are convertible into other currencies. The cash and equivalents held in foreign jurisdictions are expected to be used for general corporate purposes in foreign jurisdictions, including capital projects and acquisitions. The Prepaid expenses and other current assets line on the Condensed Consolidated Balance Sheets also includes restricted cash of $2.9 million as of September 30, 2016, which relates to cash held to meet certain insurance requirements. For the nine months ended September 30, 2016, we recognized unrealized losses totaling $0.4 million that are included in the Interest expense line of the Condensed Consolidated Statements of Income, while unrealized losses for the three months ended September 30, 2016 were insignificant. For the three and nine months ended September 30, 2016, we recognized unrealized gains totaling $0.4 million and $0.9 million, respectively, that are included in the Interest income line of the Condensed Consolidated Statements of Income. Additionally, realized gains for the three and nine months ended September 30, 2016 were $0.1 million and $0.2 million, respectively, which are included in the Interest income line of the Condensed Consolidated Statements of Income. When securities are sold, their cost is determined based on the first-in, first-out method. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2016 | |
Inventories | 6. INVENTORIES September 30, December 31, 2015 (In thousands) Raw materials and supplies $ 438,535 $ 274,007 Finished goods 622,790 331,535 LIFO reserve (20,347 ) (21,427 ) Total inventories $ 1,040,978 $ 584,115 Inventory is generally accounted for under the first-in, first-out (“FIFO”) method, but a portion is accounted for under the last-in, first-out (“LIFO”) method or the weighted average costing approach. Approximately $105.3 million and $88.1 million of our inventory was accounted for under the LIFO method of accounting at September 30, 2016 and December 31, 2015, respectively. Approximately $114.5 million and $128.9 million of our inventory was accounted for using the weighted average costing approach at September 30, 2016 and December 31, 2015, respectively. |
Property, Plant, and Equipment
Property, Plant, and Equipment | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant, and Equipment | 7. PROPERTY, PLANT, AND EQUIPMENT September 30, December 31, 2015 (In thousands) Land $ 70,878 $ 25,954 Buildings and improvements 459,564 226,134 Machinery and equipment 1,275,754 681,711 Construction in progress 96,655 24,493 Total 1,902,851 958,292 Less accumulated depreciation (538,179 ) (416,764 ) Property, plant, and equipment, net $ 1,364,672 $ 541,528 Depreciation expense was $46.7 million and $15.3 million for the three months ended September 30, 2016 and 2015, respectively, and $127.2 million and $46.2 million for the nine months ended September 30, 2016 and 2015, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets | 8. GOODWILL AND INTANGIBLE ASSETS Changes in the carrying amount of goodwill for the nine months ended September 30, 2016 are as follows: North American Food Away Industrial Total (In thousands) Balance at December 31, 2015 $ 1,423,441 $ 92,267 $ 134,086 $ 1,649,794 Acquisitions 1,050,383 73,541 — 1,123,924 Purchase price adjustments (5,441 ) (381 ) — (5,822 ) Foreign currency exchange adjustments 6,257 611 — 6,868 Balance at September 30, 2016 $ 2,474,640 $ 166,038 $ 134,086 $ 2,774,764 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 September 30, 2016 and December 31, 2015 are as follows: September 30, 2016 December 31, (In thousands) Trademarks $ 26,296 $ 25,229 Total indefinite lived intangibles $ 26,296 $ 25,229 The increase in the indefinite lived intangibles balance is due to foreign currency translation. The gross carrying amounts and accumulated amortization of intangible assets, with finite lives, as of September 30, 2016 and December 31, 2015 are as follows: September 30, 2016 December 31, 2015 Gross Accumulated Net Gross Accumulated Net (In thousands) (In thousands) Intangible assets with finite lives: Customer-related $ 1,287,320 $ (272,759 ) $ 1,014,561 $ 769,419 $ (208,962 ) $ 560,457 Contractual agreements 2,972 (2,887 ) 85 2,964 (2,831 ) 133 Trademarks 65,336 (14,889 ) 50,447 32,240 (11,091 ) 21,149 Formulas/recipes 33,754 (11,525 ) 22,229 10,471 (7,824 ) 2,647 Computer software 111,094 (53,158 ) 57,936 78,039 (40,999 ) 37,040 Total finite lived intangibles $ 1,500,476 $ (355,218 ) $ 1,145,258 $ 893,133 $ (271,707 ) $ 621,426 Total intangible assets, excluding goodwill, as of September 30, 2016 and December 31, 2015 were $1,171.6 million and $646.7 million, respectively. Amortization expense on intangible assets for the three months ended September 30, 2016 and 2015 was $28.6 million and $14.9 million, respectively, and $81.0 million and $45.8 million for the nine months ended September 30, 2016 and 2015, respectively. Estimated amortization expense on intangible assets for 2016 and the next four years is as follows: (In thousands) 2016 $ 109,918 2017 $ 112,818 2018 $ 106,314 2019 $ 104,562 2020 $ 102,660 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Sep. 30, 2016 | |
Accounts Payable and Accrued Expenses | 9. ACCOUNTS PAYABLE AND ACCRUED EXPENSES September 30, December 31, (In thousands) Accounts payable $ 473,009 $ 202,065 Payroll and benefits 68,853 27,467 Interest 7,448 6,241 Taxes 22,694 1,499 Health insurance, workers’ compensation, and other insurance costs 16,993 9,331 Marketing expenses 11,965 7,435 Other accrued liabilities 5,831 6,542 Total $ 606,793 $ 260,580 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Taxes | 10. INCOME TAXES Income taxes were recorded at an effective rate of 29.3% for the three and nine months ended September 30, 2016 compared to 29.4% and 31.8% for the three and nine months ended September 30, 2015, respectively. During the quarter, the Company’s effective tax rate was favorably impacted by the reversal of $2.2 million in tax reserves assumed in prior acquisitions. The Company also recognized $2.2 million of non-operating expense for the write-off of the related indemnification assets, which is included in the Other (income) expense, net line of the Condensed Consolidated Statements of Income. Our effective tax rate may change from period to period based on recurring and non-recurring factors including the jurisdictional mix of earnings, enacted tax legislation, state income taxes, settlement of tax audits, and the expiration of the statute of limitations in relation to unrecognized tax benefits. The Company’s effective tax rate differs from the U.S. federal statutory tax rate primarily due to state tax expense and the benefits associated with the federal domestic production activities deduction and an intercompany financing structure entered into in conjunction with the E.D. Smith Foods, Ltd. (“E.D. Smith”) acquisition in 2007. The Internal Revenue Service (“IRS”) completed the examination of Flagstone Foods, Inc.’s 2013 tax year during the second quarter of 2016, with no proposed adjustments to the Company’s tax liability. The Canadian Revenue Agency (“CRA”) is currently examining the 2008 through 2013 tax years of E.D. Smith. The CRA examination is expected to be completed in 2016 or 2017. The Company has examinations in process with various state taxing authorities, which are expected to be complete in 2017. Management estimates that it is reasonably possible that the total amount of unrecognized tax benefits could decrease by as much as $6.0 million within the next 12 months, primarily as a result of the resolution of audits currently in progress and the lapsing of statutes of limitations. Less than $3.6 million of the $6.0 million would affect net income when settled. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2016 | |
Long-Term Debt | 11. LONG-TERM DEBT September 30, December 31, (In thousands) Revolving Credit Facility $ 279,000 $ 353,000 Term Loan A 289,875 295,500 Term Loan A-1 182,500 190,000 Term Loan A-2 1,012,188 — 2022 Notes 400,000 400,000 2024 Notes 775,000 — Tax increment financing and other debt 4,312 6,002 Total outstanding debt 2,942,875 1,244,502 Deferred financing costs (35,017 ) (7,868 ) Less current portion (58,099 ) (14,893 ) Total long-term debt $ 2,849,759 $ 1,221,741 On February 1, 2016, coincident with the closing of the acquisition of the Private Brands Business, the Company entered into the Amended and Restated Credit Agreement. The Amended and Restated Credit Agreement amended the Company’s prior credit agreement, dated as of May 6, 2014 (as amended from time to time prior to February 1, 2016, the “Prior Credit Agreement”). The Amended and Restated Credit Agreement (1) amended the maturity dates of the Revolving Credit Facility, Term Loan A, and Term Loan A-1 so that they are coterminous and mature on February 1, 2021, (2) provided for the issuance of Term Loan A-2, (3) is now a secured facility until, among other conditions, the Company reaches a leverage ratio of 3.5 and has no other pari-passu secured debt outstanding, and (4) increased credit spreads. The proceeds from Term Loan A-2 were used to fund a portion of the purchase price of the Private Brands Business. The Amended and Restated Credit Agreement contains substantially the same covenants as the Prior Credit Agreement with adjustments to reflect the incurrence of Term Loan A-2. In connection with the Amended and Restated Credit Agreement, $20.3 million in fees will be amortized ratably through February 1, 2021. Fees associated with Term Loan A, Term Loan A-1, and Term Loan A-2 (the “Term Loans”) are presented as a direct deduction from outstanding debt, while fees associated with the Revolving Credit Facility are presented as an asset. Beginning February 1, 2016, unamortized fees associated with the Prior Credit Agreement will be amortized ratably through February 1, 2021. The Revolving Credit Facility and the Term Loans are known collectively as the “Amended and Restated Credit Agreement.” The Company’s average interest rate on debt outstanding under its Amended and Restated Credit Agreement for the three months ended September 30, 2016 was 2.47%. 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 Amended and Restated 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 3.00% (inclusive of the facility fee), based on the Company’s consolidated leverage ratio, or (ii) a Base Rate (as defined in the Amended and Restated Credit Agreement), plus a margin ranging from 0.25% to 2.00% (inclusive of the facility fee), based on the Company’s consolidated leverage ratio. The Amended and Restated Credit Agreement is fully and unconditionally, as well as jointly and severally, guaranteed by our 100% owned direct and indirect subsidiaries described as follows: During the first quarter of 2016, Protenergy Holdings, Inc. and Protenergy Natural Foods, Inc. were added as guarantors. Additionally, in connection with the acquisition of the Private Brands Business, TreeHouse Private Brands, Inc. (formerly Ralcorp Holdings, Inc.); American Italian Pasta Co.; Nutcracker Brands; Linette Quality Chocolates; Ralcorp Frozen Bakery Products, Inc.; Cottage Bakery, Inc.; and The Carriage House Companies, Inc. were added as guarantors during the first quarter of 2016. As a result, Bay Valley Foods, LLC; Sturm Foods, Inc.; S.T. Specialty Foods, Inc.; Associated Brands, Inc.; Cains Foods, Inc.; Cains Foods L.P.; Cains GP, LLC; and Flagstone Foods, Inc., together with the subsidiaries added in the first quarter as noted above, and certain other subsidiaries that may become guarantors in the future are collectively known as the “Guarantor Subsidiaries.” The Amended and Restated Credit Agreement contains various financial and restrictive covenants and requires that the Company maintain certain financial ratios, including a leverage and interest coverage ratio. The Amended and Restated 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 $75 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. The Amended and Restated Credit Agreement is secured by substantially all personal property of TreeHouse and its Guarantor Subsidiaries. Term Loan A Term Loan A-1 Term Loan A-2 Loan A-2. 2022 Notes 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. 2024 Notes The Company may redeem some or all of the 2024 Notes at any time on or after February 15, 2019 at the applicable redemption prices described in the Indenture plus accrued and unpaid interest, if any, up to but not including the redemption date. In addition, prior to February 15, 2019, the Company may redeem all or a portion of the 2024 Notes at a price equal to 100% of the principal amount plus the “make-whole” premium set forth in the Indenture plus accrued and unpaid interest, if any, up to but not including the redemption date. The Company may also redeem up to 40% of the 2024 Notes prior to February 15, 2019 with the net cash proceeds received from certain equity offerings at the redemption price set forth in the Indenture. In the event of certain change of control events, as described in the Indenture, the Company may be required to purchase the 2024 Notes from the holders at a purchase price of 101% of the principal amount plus any accrued and unpaid interest. The Company issued the 2022 Notes and 2024 Notes pursuant to a single base Indenture among the Company, the Guarantor Subsidiaries, and the Trustee. The Indenture provides, among other things, that the 2022 Notes and 2024 Notes will be senior unsecured obligations of the Company. The Company’s payment obligations under the 2022 Notes and 2024 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 guarantee or become borrowers under its credit agreement, or guarantee certain other indebtedness incurred by the Company or its restricted subsidiaries. The Indenture was supplemented during the first quarter of 2016 to include the changes in Guarantor Subsidiaries noted above. The Indenture governing the 2022 Notes and 2024 Notes contains customary event of default provisions (including, without limitation, defaults relating to the failure to pay at final maturity or the acceleration of certain other indebtedness). If an event of default occurs and is continuing, the trustee under the Indenture or holders of at least 25% in principal amount of such notes may declare the principal amount and accrued and unpaid interest, if any, on all such notes to be due and payable. The Indenture also 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 or 2024 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 or 2024 Notes for so long as the 2022 Notes or 2024 Notes are rated investment grade by the two rating agencies. Tax Increment Financing Interest Rate Swap Agreements |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity | 12. STOCKHOLDERS’ EQUITY Common stock On January 26, 2016, a total of 13,269,230 shares were issued pursuant to a public offering at $65.00 per share, resulting in gross proceeds to the Company of $862.5 million. Net cash from the offering, after considering issuance costs, was approximately $835.1 million, with approximately $0.1 million recorded to Common stock at par value and approximately $835.0 million recorded to Additional paid-in capital. The net proceeds from the offering were used to fund a portion of the purchase price of the Private Brands Business. As of September 30, 2016, there were 56,729,138 shares of common stock issued and outstanding. There is no treasury stock issued or outstanding. Preferred Stock |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share | 13. 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. 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 Nine Months Ended September 30, September 30, 2016 2015 2016 2015 (In thousands) (In thousands) Net income $ 37,174 $ 28,441 $ 49,476 $ 77,655 Weighted average common shares outstanding 56,804 43,168 55,350 43,004 Assumed exercise/vesting of equity awards (1) 647 553 687 668 Weighted average diluted common shares outstanding 57,451 43,721 56,037 43,672 Net earnings per basic share $ 0.65 $ 0.66 $ 0.89 $ 1.81 Net earnings per diluted share $ 0.65 $ 0.65 $ 0.88 $ 1.78 (1) Incremental shares from equity awards are computed using the treasury stock method. Equity awards, excluded from our computation of diluted earnings per share because they were anti-dilutive, were 0.4 million and 0.7 million for the three and nine months ended September 30, 2016, respectively, and 0.7 million for the three and nine months ended September 30, 2015. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Stock-Based Compensation | 14. STOCK-BASED COMPENSATION The Board of Directors adopted, and the Company’s stockholders approved, the “TreeHouse Foods, Inc. Equity and Incentive Plan” (the “Plan”). 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 is approximately 12.3 million, of which approximately 2.1 million remain available as of September 30, 2016. Income before income taxes for the three and nine month periods ended September 30, 2016 includes share-based compensation expense of $8.5 million and $22.8 million, respectively. Share-based compensation expense for the three and nine months ended September 30, 2015 was $5.0 million and $15.5 million, respectively. The tax benefit recognized related to the compensation cost of these share-based awards was approximately $3.1 million and $8.3 million for the three and nine months ended September 30, 2016, respectively, and $1.7 million and $5.4 million for the three and nine months ended September 30, 2015, 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, at December 31, 2015 1,918 20 $ 57.18 6.2 $ 41,793 Granted 456 — $ 96.85 Forfeited (86 ) — $ 79.09 Exercised (148 ) — $ 51.28 Outstanding, at September 30, 2016 2,140 20 $ 65.17 6.3 $ 52,098 Vested/expected to vest, at September 30, 2016 2,077 20 $ 64.36 6.2 $ 51,906 Exercisable, at September 30, 2016 1,374 20 $ 52.22 4.7 $ 48,749 Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 (In millions) (In millions) Compensation expense $ 2.0 $ 1.7 $ 5.5 $ 4.9 Intrinsic value of stock options exercised $ 0.1 $ 1.0 $ 6.1 $ 14.4 Tax benefit recognized from stock option exercises $ 0.1 $ 0.4 $ 2.2 $ 5.5 Compensation costs related to unvested options totaled $15.0 million at September 30, 2016 and will be recognized over the remaining vesting period of the grants, which averages 2.3 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 2016 include the following: weighted average expected volatility of 25.11%, expected term of six years, weighted average risk free rate of 1.16%, and no dividends. The weighted average grant date fair value of awards granted in 2016 was $26.01. Restricted Stock Units The following table summarizes the restricted stock unit activity during the nine months ended September 30, 2016: 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, 2015 312 $ 76.36 111 $ 52.60 Granted 393 $ 91.44 15 $ 98.78 Vested (142 ) $ 74.79 (22 ) $ 58.56 Forfeited (32 ) $ 82.51 — $ 76.30 Outstanding, at September 30, 2016 531 $ 87.59 104 $ 57.78 Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 (In millions) (In millions) Compensation expense $ 4.9 $ 2.8 $ 12.9 $ 8.9 Fair value of vested restricted stock units $ 2.8 $ 0.9 $ 15.9 $ 13.9 Tax benefit recognized from vested restricted stock units $ 1.0 $ 0.3 $ 5.7 $ 4.8 Future compensation costs related to restricted stock units are approximately $35.7 million as of September 30, 2016 and will be recognized on a weighted average basis over the next 2.2 years. The grant date fair value of the awards 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, 2015 271 $ 74.13 Granted 100 $ 98.28 Vested (85 ) $ 66.01 Forfeited (16 ) $ 79.90 Unvested, at September 30, 2016 270 $ 85.15 Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 (In millions) (In millions) Compensation expense $ 1.6 $ 0.5 $ 4.4 $ 1.7 Fair value of vested performance units $ (1.8 ) $ 0.6 $ 9.6 $ 5.1 Tax benefit recognized from performance units vested $ — $ 0.2 $ 4.1 $ 1.9 Future compensation costs related to the performance units are estimated to be approximately $14.3 million as of September 30, 2016, and are expected to be recognized over the next 2.4 years. The grant date 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 | 9 Months Ended |
Sep. 30, 2016 | |
Accumulated Other Comprehensive Loss | 15. 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, 2015 $ (100,512 ) $ (12,956 ) $ (113,468 ) Other comprehensive income 21,598 — 21,598 Reclassifications from accumulated other comprehensive loss — 774 774 Other comprehensive income 21,598 774 22,372 Balance at September 30, 2016 $ (78,914) $ (12,182) $ (91,096) 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 (40,533 ) — (40,533 ) Reclassifications from accumulated other comprehensive loss — 767 767 Other comprehensive (loss) income (40,533 ) 767 (39,766 ) Balance at September 30, 2015 $ (91,859) $ (12,238) $ (104,097) (1) The foreign currency translation adjustment is not net of tax, as it pertains to the Company’s permanent investments in its Canadian and Italian subsidiaries. (2) The unrecognized pension and postretirement benefits reclassification is presented net of tax of $475 thousand and $474 thousand for the nine months ended September 30, 2016 and 2015, respectively. The reclassification is included in the computation of net periodic pension and postretirement 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 September 30, Nine months ended 2016 2015 2016 2015 (In thousands) (In thousands) Amortization of defined benefit pension items: Prior service costs $ 35 $ 36 $ 105 $ 109 (a) Unrecognized net loss 382 378 1,144 1,132 (a) Total before tax 417 414 1,249 1,241 Income taxes 159 158 475 474 Income taxes Net of tax $ 258 $ 256 $ 774 $ 767 (a) These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement 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 | 9 Months Ended |
Sep. 30, 2016 | |
Employee Retirement and Postretirement Benefits | 16. EMPLOYEE RETIREMENT AND POSTRETIREMENT BENEFITS Pension, Profit Sharing, and Postretirement Benefits Components of net periodic pension expense are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 (In thousands) Service cost $ 1,279 $ 621 $ 3,607 $ 1,864 Interest cost 4,092 713 11,163 2,138 Expected return on plan assets (4,468 ) (765 ) (12,162 ) (2,295 ) Amortization of unrecognized prior service cost 53 53 158 157 Amortization of unrecognized net loss 383 365 1,148 1,095 Net periodic pension cost $ 1,339 $ 987 $ 3,914 $ 2,959 The Company contributed $3.1 million to the pension plans in the first nine months of 2016. The Company does not expect to make additional contributions to the plans in 2016. Components of net periodic postretirement expense are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 (In thousands) (In thousands) Service cost $ 21 $ 5 $ 59 $ 15 Interest cost 348 38 938 113 Amortization of unrecognized prior service cost (18 ) (17 ) (53 ) (49 ) Amortization of unrecognized net loss (1 ) 13 (4 ) 38 Net periodic postretirement cost $ 350 $ 39 $ 940 $ 117 The Company expects to contribute approximately $0.2 million to the postretirement health plans during 2016. Net periodic pension and postretirement costs are recorded in the Cost of sales and General and administrative lines of the Condensed Consolidated Statements of Income. |
Other Operating Expense, Net
Other Operating Expense, Net | 9 Months Ended |
Sep. 30, 2016 | |
Other Operating Expense, Net | 17. OTHER OPERATING EXPENSE, NET The Company incurred other operating expense for the three and nine months ended September 30, 2016 and 2015, which consisted of the following: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 (In thousands) (In thousands) Restructuring $ 4,890 $ 154 $ 8,973 $ 504 Other 395 — 1,311 — Total other operating expense, net $ 5,285 $ 154 $ 10,284 $ 504 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2016 | |
Supplemental Cash Flow Information | 18. SUPPLEMENTAL CASH FLOW INFORMATION Nine Months Ended September 30, 2016 2015 (In thousands) Interest paid $ 80,769 $ 36,601 Income taxes paid $ 49,528 $ 35,064 Accrued purchase of property and equipment $ 15,467 $ 3,971 Accrued other intangible assets $ 4,385 $ 1,569 Non-cash financing activities for the nine months ended September 30, 2016 and 2015 include $26.8 million and $19.0 million, respectively, related to the vesting of restricted stock, restricted stock units, and performance stock units. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies | 19. COMMITMENTS AND CONTINGENCIES Litigation, Investigations and Audits |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments | 20. DERIVATIVE INSTRUMENTS The Company is exposed to certain risk 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. In June 2016, the Company entered into $500 million of long-term interest rate swap agreements to lock into a fixed LIBOR interest rate base. Under the terms of the agreements, $500 million in variable-rate debt was swapped for a weighted average fixed interest rate base of approximately 0.86% for a period of 37 months, beginning on January 31, 2017 and ending on February 28, 2020. These agreements 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. Due to the Company’s foreign operations, 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 September 30, 2016, the Company had $37.5 million of U.S. dollar foreign currency contracts outstanding, expiring throughout 2016 and early 2017. 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 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. Diesel contracts are used to manage the Company’s risk associated with the underlying cost of diesel fuel used to deliver products. 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 September 30, 2016, the Company had outstanding contracts for the purchase of 14,612 megawatts of electricity, expiring throughout 2016; 4.0 million gallons of diesel, expiring throughout 2016; 0.6 million dekatherms of natural gas, expiring throughout 2016; 0.9 million bushels of corn, expiring throughout early 2017; 7.2 million pounds of plastics, expiring throughout 2016; and 0.3 million bushels of flour, expiring throughout 2016. The following table identifies the derivative, its fair value, and location on the Condensed Consolidated Balance Sheets: Fair Value Balance Sheet Location September 30, 2016 December 31, 2015 (In thousands) Asset Derivatives Commodity contracts Prepaid expenses and other current assets $ 563 $ — Foreign currency contracts Prepaid expenses and other current assets 1,120 1,356 Interest rate swap agreements Prepaid expenses and other current assets 848 — $ 2,531 $ 1,356 Liability Derivatives Commodity contracts Accounts payable and accrued expenses $ 1,093 $ 3,778 $ 1,093 $ 3,778 We recorded the following gains and losses on our derivative contracts in the Condensed Consolidated Statements of Income: Three Months Ended Nine Months Ended Location of (Loss) Gain September 30, September 30, Recognized in Income 2016 2015 2016 2015 (In thousands) (In thousands) Mark-to-market unrealized gain (loss): Commodity contracts Other (income) expense, net $ 2,305 $ (834 ) $ 3,248 $ 207 Foreign currency contracts Other (income) expense, net 2,083 (1,183 ) (236 ) 171 Interest rate swap agreements Other (income) expense, net 2,442 — 848 — Total unrealized gain (loss) 6,830 (2,017 ) 3,860 378 Realized (loss) gain Commodity contracts Manufacturing related to cost of sales and transportation related to selling and distribution 119 (1,508 ) (896 ) (3,268 ) Foreign currency contracts Cost of sales (1,321 ) 681 (3,256 ) 1,142 Total realized loss (1,202 ) (827 ) (4,152 ) (2,126 ) Total (loss) gain $ 5,628 $ (2,844 ) $ (292 ) $ (1,748 ) |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value | 21. FAIR VALUE The following table presents the carrying value and fair value of our financial instruments as of September 30, 2016 and December 31, 2015: September 30, 2016 December 31, 2015 Carrying Value Fair Value Carrying Value Fair Value Level (In thousands) (In thousands) Not recorded at fair value (liability): Revolving Credit Facility $ (279,000 ) $ (274,485 ) $ (353,000 ) $ (352,932 ) 2 Term Loan A $ (289,875 ) $ (290,329 ) $ (295,500 ) $ (294,327 ) 2 Term Loan A-1 $ (182,500 ) $ (182,731 ) $ (190,000 ) $ (190,200 ) 2 Term Loan A-2 $ (1,012,188 ) $ (1,013,471 ) $ — $ — 2 2022 Notes $ (400,000 ) $ (416,500 ) $ (400,000 ) $ (383,000 ) 2 2024 Notes $ (775,000 ) $ (832,156 ) $ — $ — 2 Recorded on a recurring basis at fair value (liability) asset: Commodity contracts $ (530 ) $ (530 ) $ (3,778 ) $ (3,778 ) 2 Foreign currency contracts $ 1,120 $ 1,120 $ 1,356 $ 1,356 2 Interest rate swap agreements $ 848 $ 848 $ — $ — 2 Investments $ 10,117 $ 10,117 $ 8,388 $ 8,388 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 A, Term Loan A-1, Term Loan A-2, 2022 Notes, 2024 Notes, commodity contracts, foreign currency contracts, and interest rate swap agreements 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 A, Term Loan A-1, and Term Loan A-2 were estimated using present value techniques and market based interest rates and credit spreads. The fair values of the Company’s 2022 Notes and 2024 Notes were estimated based on quoted market prices for similar instruments, where the inputs are considered Level 2, due to their infrequent trading volume. The fair values of the commodity contracts, foreign currency contracts, and interest rate swap agreements are based on an analysis comparing the contract rates to the market rates at the balance sheet date. The commodity contracts, foreign currency contracts, and interest rate swap agreements are recorded at fair value on the Condensed Consolidated Balance Sheets. The fair value of the investments was 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 | 9 Months Ended |
Sep. 30, 2016 | |
Segment and Geographic Information and Major Customers | 22. 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, 2015. Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 (In thousands) (In thousands) Net sales to external customers: North American Retail Grocery $ 1,305,872 $ 597,775 $ 3,599,506 $ 1,768,938 Food Away From Home 157,371 94,601 394,704 280,726 Industrial and Export 123,511 106,262 414,047 291,327 Unallocated 96 — (9,845 ) — Total $ 1,586,850 $ 798,638 $ 4,398,412 $ 2,340,991 Direct operating income: North American Retail Grocery $ 159,124 $ 83,864 $ 442,757 $ 242,220 Food Away From Home 16,469 12,892 51,434 39,454 Industrial and Export 16,431 16,108 50,324 51,727 Total 192,024 112,864 544,515 333,401 Unallocated selling and distribution expenses (7,219 ) (1,431 ) (29,917 ) (6,552 ) Unallocated costs of sales (1) (1,509 ) 2,377 (20,827 ) 2,174 Unallocated corporate expense and other (105,706 ) (51,582 ) (345,661 ) (165,578 ) Operating income 77,590 62,228 148,110 163,445 Other expense (24,982 ) (21,953 ) (78,107 ) (49,582 ) Income before income taxes $ 52,608 $ 40,275 $ 70,003 $ 113,863 (1) Includes charges related to restructurings and other costs managed at corporate. Geographic Information Major Customers Product Information Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 (In thousands) (In thousands) Products: Snack nuts $ 355,901 $ 172,581 $ 967,296 $ 484,461 Retail bakery 167,036 — 438,899 — Cookies and crackers 157,196 — 420,435 — Cereals 144,154 37,253 395,331 114,540 Pasta and dry dinners 144,959 31,077 380,507 94,012 Beverages 118,487 101,622 343,892 305,292 Salad dressings 94,082 85,757 291,671 270,101 Sauces 84,977 52,908 248,660 170,134 Pickles 81,194 85,544 248,122 243,013 Soup and infant feeding 92,478 94,807 238,619 253,129 Beverage enhancers 73,627 80,028 226,673 244,557 Jams 29,765 13,365 79,631 37,587 Aseptic products 25,215 26,600 76,580 80,570 Other products 17,779 17,096 42,096 43,595 Total net sales $ 1,586,850 $ 798,638 $ 4,398,412 $ 2,340,991 |
Guarantor and Non-Guarantor Fin
Guarantor and Non-Guarantor Financial Information | 9 Months Ended |
Sep. 30, 2016 | |
Guarantor and Non-Guarantor Financial Information | 23. GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION The Company’s 2022 Notes and 2024 Notes are guaranteed fully and unconditionally, as well as jointly and severally, by its Guarantor Subsidiaries. As described in Note 11, Protenergy Holdings, Inc. and Protenergy Natural Foods, Inc. were added as Guarantor Subsidiaries in the first quarter of 2016. Additionally, in connection with the acquisition of the Private Brands Business, TreeHouse Private Brands, Inc. (formerly Ralcorp Holdings, Inc.); American Italian Pasta Co.; Nutcracker Brands; Linette Quality Chocolates; Ralcorp Frozen Bakery Products, Inc.; Cottage Bakery, Inc.; and The Carriage House Companies, Inc. were added as guarantors during the first quarter of 2016. In the fourth quarter of 2015, Associated Brands, Inc.; Cains Foods, Inc.; Cains Foods L.P.; Cains GP, LLC; and Flagstone Foods, Inc. (formerly known as Snacks Holding Corporation) were added as 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 September 30, 2016 and 2015, and for the three and nine months ended September 30, 2016 and 2015. 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. As a result of the addition of the guarantors noted above, the following condensed supplemental consolidating financial information has been recast for prior periods as if the new guarantor structure existed for all periods presented, as of the acquisition dates of the respective guarantors. Condensed Supplemental Consolidating Balance Sheet September 30, 2016 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 10 $ 47,217 $ — $ 47,227 Investments — — 10,117 — 10,117 Accounts receivable, net — 328,103 56,798 — 384,901 Inventories, net — 923,607 117,371 — 1,040,978 Assets held for sale — 2,674 — — 2,674 Prepaid expenses and other current assets 34,725 22,941 18,300 — 75,966 Total current assets 34,725 1,277,335 249,803 — 1,561,863 Property, plant, and equipment, net 28,010 1,189,389 147,273 — 1,364,672 Goodwill — 2,644,106 130,658 — 2,774,764 Investment in subsidiaries 5,285,565 518,906 — (5,804,471 ) — Intercompany accounts receivable (payable), net 329,823 (313,490 ) (16,333 ) — — Deferred income taxes 20,187 — — (20,187 ) — Intangible and other assets, net 53,148 1,053,752 115,033 — 1,221,933 Total assets $ 5,751,458 $ 6,369,998 $ 626,434 $ (5,824,658 ) $ 6,923,232 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 51,870 $ 488,394 $ 66,529 $ — $ 606,793 Current portion of long-term debt 54,834 3,132 133 — 58,099 Total current liabilities 106,704 491,526 66,662 — 664,892 Long-term debt 2,848,712 779 268 — 2,849,759 Deferred income taxes — 401,522 34,744 (20,187 ) 416,079 Other long-term liabilities 8,797 190,606 5,854 — 205,257 Stockholders’ equity 2,787,245 5,285,565 518,906 (5,804,471 ) 2,787,245 Total liabilities and stockholders’ equity $ 5,751,458 $ 6,369,998 $ 626,434 $ (5,824,658 ) $ 6,923,232 Condensed Supplemental Consolidating Balance Sheet December 31, 2015 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 10,384 $ 91 $ 24,444 $ — $ 34,919 Investments — — 8,388 — 8,388 Accounts receivable, net 17 182,524 20,657 — 203,198 Inventories, net — 510,255 73,860 — 584,115 Prepaid expenses and other current assets 17,625 6,608 8,968 (16,618 ) 16,583 Total current assets 28,026 699,478 136,317 (16,618 ) 847,203 Property, plant, and equipment, net 26,294 470,639 44,595 — 541,528 Goodwill — 1,526,004 123,790 — 1,649,794 Investment in subsidiaries 2,411,532 338,849 — (2,750,381 ) — Intercompany accounts receivable (payable), net 582,267 (553,408 ) (28,859 ) — — Deferred income taxes 18,092 — — (18,092 ) — Intangible and other assets, net 46,041 504,127 114,103 — 664,271 Total assets $ 3,112,252 $ 2,985,689 $ 389,946 $ (2,785,091 ) $ 3,702,796 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 16,526 $ 239,316 $ 21,356 $ (16,618 ) $ 260,580 Current portion of long-term debt 11,621 3,116 156 — 14,893 Total current liabilities 28,147 242,432 21,512 (16,618 ) 275,473 Long-term debt 1,219,011 2,398 332 — 1,221,741 Deferred income taxes — 272,910 24,290 (18,092 ) 279,108 Other long-term liabilities 10,235 56,417 4,963 — 71,615 Stockholders’ equity 1,854,859 2,411,532 338,849 (2,750,381 ) 1,854,859 Total liabilities and stockholders’ equity $ 3,112,252 $ 2,985,689 $ 389,946 $ (2,785,091 ) $ 3,702,796 Condensed Supplemental Consolidating Statement of Income Three Months Ended September 30, 2016 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 1,501,774 $ 167,014 $ (81,938 ) $ 1,586,850 Cost of sales — 1,240,261 142,994 (81,938 ) 1,301,317 Gross profit — 261,513 24,020 — 285,533 Selling, general, and administrative expense 23,512 134,373 16,135 — 174,020 Amortization expense 2,319 23,962 2,357 — 28,638 Other operating expense, net — 4,735 550 — 5,285 Operating (loss) income (25,831 ) 98,443 4,978 — 77,590 Interest expense 30,928 (103 ) 1,143 (1,219 ) 30,749 Interest income (5 ) (1,005 ) (317 ) 1,219 (108 ) Other expense (income), net (1 ) (435 ) (5,223 ) — (5,659 ) (Loss) income before income taxes (56,753 ) 99,986 9,375 — 52,608 Income taxes (benefit) (22,143 ) 35,669 1,908 — 15,434 Equity in net income (loss) of subsidiaries 71,784 7,467 — (79,251 ) — Net income (loss) $ 37,174 $ 71,784 $ 7,467 $ (79,251 ) $ 37,174 Condensed Supplemental Consolidating Statement of Income Three Months Ended September 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 755,336 $ 96,991 $ (53,689 ) $ 798,638 Cost of sales — 610,871 82,759 (53,689 ) 639,941 Gross profit — 144,465 14,232 — 158,697 Selling, general, and administrative expense 15,418 58,435 7,569 — 81,422 Amortization expense 2,070 10,468 2,355 — 14,893 Other operating expense, net — 154 — — 154 Operating (loss) income (17,488 ) 75,408 4,308 — 62,228 Interest expense 10,376 (231 ) 2,175 (1,406 ) 10,914 Interest income (16 ) (1,406 ) (249 ) 1,406 (265 ) Other expense (income), net (5 ) 9,054 2,255 — 11,304 (Loss) income before income taxes (27,843 ) 67,991 127 — 40,275 Income taxes (benefit) (10,576 ) 23,110 (700 ) — 11,834 Equity in net income (loss) of subsidiaries 45,708 827 — (46,535 ) — Net income (loss) $ 28,441 $ 45,708 $ 827 $ (46,535 ) $ 28,441 Condensed Supplemental Consolidating Statement of Income Nine Months Ended September 30, 2016 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 4,160,967 $ 459,841 $ (222,396 ) $ 4,398,412 Cost of sales — 3,448,050 396,856 (222,396 ) 3,622,510 Gross profit — 712,917 62,985 — 775,902 Selling, general, and administrative expense 100,128 394,029 42,399 — 536,556 Amortization expense 6,778 67,192 6,982 — 80,952 Other operating expense, net — 8,830 1,454 — 10,284 Operating (loss) income (106,906 ) 242,866 12,150 — 148,110 Interest expense 87,357 188 3,995 (3,585 ) 87,955 Interest income (2,233 ) (3,928 ) (993 ) 3,585 (3,569 ) Other expense (income), net 1 (2,501 ) (3,779 ) — (6,279 ) (Loss) income before income taxes (192,031 ) 249,107 12,927 — 70,003 Income taxes (benefit) (73,404 ) 93,814 117 — 20,527 Equity in net income (loss) of subsidiaries 168,103 12,810 — (180,913 ) — Net income (loss) $ 49,476 $ 168,103 $ 12,810 $ (180,913 ) $ 49,476 Condensed Supplemental Consolidating Statement of Income Nine Months Ended September 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 2,203,154 $ 309,061 $ (171,224 ) $ 2,340,991 Cost of sales — 1,779,531 270,179 (171,224 ) 1,878,486 Gross profit — 423,623 38,882 — 462,505 Selling, general, and administrative expense 48,459 176,363 27,962 — 252,784 Amortization expense 5,941 32,260 7,571 — 45,772 Other operating expense, net — 504 — — 504 Operating (loss) income (54,400 ) 214,496 3,349 — 163,445 Interest expense 32,806 151 5,343 (4,322 ) 33,978 Interest income (1,447 ) (4,322 ) (781 ) 4,322 (2,228 ) Other expense (income), net (7 ) 14,845 2,994 — 17,832 (Loss) income before income taxes (85,752 ) 203,822 (4,207 ) — 113,863 Income taxes (benefit) (32,689 ) 72,423 (3,526 ) — 36,208 Equity in net income (loss) of subsidiaries 130,718 (681 ) — (130,037 ) — Net income (loss) $ 77,655 $ 130,718 $ (681 ) $ (130,037 ) $ 77,655 Condensed Supplemental Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2016 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 37,174 $ 71,784 $ 7,467 $ (79,251 ) $ 37,174 Other comprehensive income: Foreign currency translation adjustments — — (7,285 ) — (7,285 ) Pension and postretirement reclassification adjustment, net of tax — 258 — — 258 Other comprehensive income — 258 (7,285 ) — (7,027 ) Equity in other comprehensive income (loss) of subsidiaries (7,027 ) (7,285 ) — 14,312 — Comprehensive income (loss) $ 30,147 $ 64,757 $ 182 $ (64,939 ) $ 30,147 Condensed Supplemental Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 28,441 $ 45,708 $ 827 $ (46,535 ) $ 28,441 Other comprehensive income: Foreign currency translation adjustments — — (20,216 ) — (20,216 ) Pension and postretirement reclassification adjustment, net of tax — 256 — — 256 Other comprehensive income — 256 (20,216 ) — (19,960 ) Equity in other comprehensive income (loss) of subsidiaries (19,960 ) (20,215 ) — 40,175 — Comprehensive income (loss) $ 8,481 $ 25,749 $ (19,389 ) $ (6,360 ) $ 8,481 Condensed Supplemental Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2016 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 49,476 $ 168,103 $ 12,810 $ (180,913 ) $ 49,476 Other comprehensive (loss) income: Foreign currency translation adjustments — — 21,598 — 21,598 Pension and postretirement reclassification adjustment, net of tax — 774 — — 774 Other comprehensive (loss) income — 774 21,598 — 22,372 Equity in other comprehensive (loss) income of subsidiaries 22,372 21,598 — (43,970 ) — Comprehensive income (loss) $ 71,848 $ 190,475 $ 34,408 $ (224,883 ) $ 71,848 Condensed Supplemental Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 77,655 $ 130,718 $ (681 ) $ (130,037 ) $ 77,655 Other comprehensive (loss) income: Foreign currency translation adjustments — — (40,533 ) — (40,533 ) Pension and postretirement reclassification adjustment, net of tax — 767 — — 767 Other comprehensive (loss) income — 767 (40,533 ) — (39,766 ) Equity in other comprehensive (loss) income of subsidiaries (39,766 ) (40,533 ) — 80,299 — Comprehensive income (loss) $ 37,889 $ 90,952 $ (41,214 ) $ (49,738 ) $ 37,889 Condensed Supplemental Consolidating Statement of Cash Flows Nine Months Ended September 30, 2016 (In thousands) Parent Guarantor Non- Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ 90,485 $ 395,130 $ (10,761 ) $ (180,139 ) $ 294,715 Cash flows from investing activities: Additions to property, plant, and equipment (2,780 ) (119,983 ) (9,179 ) — (131,942 ) Additions to intangible assets (8,221 ) (2,683 ) — — (10,904 ) Intercompany transfer 32,444 (78,421 ) — 45,977 — Acquisitions, less cash acquired (2,687,722 ) 337 43,021 — (2,644,364 ) Proceeds from sale of fixed assets — 1,474 — — 1,474 Purchase of investments — — (795 ) — (795 ) Increase in restricted cash — (605 ) — — (605 ) Other — — 4 — 4 Net cash (used in) provided by investing activities (2,666,279 ) (199,881 ) 33,051 45,977 (2,787,132 ) Cash flows from financing activities: Net borrowing (repayment) of debt 1,700,063 (2,589 ) (38 ) — 1,697,436 Payment of deferred financing costs (34,328 ) — — — (34,328 ) Intercompany transfer 61,921 (192,741 ) (3,342 ) 134,162 — Net proceeds from issuance of common stock 835,131 — — — 835,131 Net payments related to stock-based award activities (1,053 ) — — — (1,053 ) Excess tax benefits from stock-based compensation 3,676 — — — 3,676 Net cash provided by (used in) financing activities 2,565,410 (195,330 ) (3,380 ) 134,162 2,500,862 Effect of exchange rate changes on cash and cash equivalents — — 3,863 — 3,863 (Decrease) increase in cash and cash equivalents (10,384 ) (81 ) 22,773 — 12,308 Cash and cash equivalents, beginning of period 10,384 91 24,444 — 34,919 Cash and cash equivalents, end of period $ — $ 10 $ 47,217 $ — $ 47,227 Condensed Supplemental Consolidating Statement of Cash Flows Nine Months Ended September 30, 2015 (In thousands) Parent Guarantor Non- Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ 82,140 $ 218,218 $ (1,900 ) $ (129,268 ) $ 169,190 Cash flows from investing activities: Additions to property, plant, and equipment (286 ) (51,981 ) (4,921 ) — (57,188 ) Additions to intangible assets (8,605 ) (932 ) (126 ) — (9,663 ) Intercompany transfer (42,985 ) (78,928 ) 2 121,911 — Proceeds from sale of fixed assets — 174 104 — 278 Purchase of investments — — (572 ) — (572 ) Net cash (used in) provided by investing activities (51,876 ) (131,667 ) (5,513 ) 121,911 (67,145 ) Cash flows from financing activities: Net repayment of debt (133,250 ) (2,579 ) (93 ) — (135,922 ) Intercompany transfer 78,055 (84,213 ) (1,199 ) 7,357 — Net receipts related to stock-based award activities 1,221 — — — 1,221 Excess tax benefits from stock-based compensation 5,004 — — — 5,004 Net cash (used in) provided by financing activities (48,970 ) (86,792 ) (1,292 ) 7,357 (129,697 ) Effect of exchange rate changes on cash and cash equivalents — — (1,446 ) — (1,446 ) (Decrease) increase in cash and cash equivalents (18,706 ) (241 ) (10,151 ) — (29,098 ) Cash and cash equivalents, beginning of period 18,706 1,690 31,585 — 51,981 Cash and cash equivalents, end of period $ — $ 1,449 $ 21,434 $ — $ 22,883 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events | 24. SUBSEQUENT EVENTS On November 3, 2016, the Company announced its intention to close a facility in Delta, British Columbia and to reduce its manufacturing footprint in Battle Creek, Michigan. The decision follows an analysis of the Company’s plant network to align operations with the current and future needs of its customers and eliminate excess manufacturing capacity. Both the Battle Creek and Delta facilities were part of the Company’s acquisition of the Private Brands Business in February 2016. The Delta facility produces frozen griddle products, primarily for the North American Retail Grocery segment. Production is expected to cease in early 2018. The Company operates two facilities in Delta, and this announcement only affects the frozen griddle facility. The Battle Creek facility produces ready-to-eat cereal, primarily for the North American Retail Grocery segment. The facility downsizing will take place over a 15 month period beginning in January 2017. Total costs to close the Delta facility and downsize Battle Creek are expected to be approximately $14.7 million, of which approximately $6.8 million is expected to be in cash. Components of the charges include non-cash asset write-offs of approximately $7.9 million, employee-related costs of approximately $4.6 million, and other closure costs of approximately $2.2 million. The Company expects approximately $4.0 million of the charges to be incurred in the fourth quarter of 2016. |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Schedule of Facility Closures | The key information regarding the Company’s announced facility closures is outlined in the table below. Facility Location Date of Closure End of Full Facility Primary Products Primary Segment(s) Affected Total Total (In millions) City of Industry, California November 18, First quarter of 2016 Third quarter of 2016 Liquid non-dairy creamer and refrigerated salad dressings Food Away From Home $ 6.9 $ 3.8 Ayer, Massachusetts April 5, 2016 First quarter of 2017 Third quarter of 2017 Spoonable dressings North American Retail Grocery, Food Away From Home $ 8.5 $ 5.5 Azusa, California May 24, 2016 Second quarter of 2017 Second quarter of 2017 Bars and snack products North American Retail Grocery $ 15.2 $ 13.5 Ripon, Wisconsin May 24, 2016 Fourth quarter of 2016 Fourth quarter of 2016 Sugar wafer cookies North American Retail Grocery $ 2.0 $ 1.2 |
Aggregate Expenses Incurred Associated with Facility Closure | Below is a summary of the plant closing costs: Three Months Nine Months Ended Cumulative Costs Total Expected Costs (In thousands) Asset-related $ 1,652 $ 3,158 $ 6,178 $ 8,585 Employee-related 2,183 4,146 5,308 8,948 Other closure costs 2,055 3,120 3,149 14,974 Total $ 5,890 $ 10,424 $ 14,635 $ 32,507 |
Reconciliation of Liabilities | The table below presents a reconciliation of the liabilities as of September 30, 2016: Severance Multiemployer Pension Total Liabilities (In thousands) Balance as of December 31, 2015 $ 395 $ 767 $ 1,162 Expense 3,809 — 3,809 Payments (1,035 ) — (1,035 ) Balance as of September 30, 2016 $ 3,169 $ 767 $ 3,936 |
Acquisitions (Tables)
Acquisitions (Tables) - Private brands business of ConAgra Foods | 9 Months Ended |
Sep. 30, 2016 | |
Preliminary 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 $ 43,358 Receivables 161,190 Inventory 444,860 Property, plant, and equipment 808,856 Customer relationships 510,900 Trade names 33,000 Software 19,576 Formulas 23,200 Other assets 53,545 Goodwill 1,118,102 Assets acquired 3,216,587 Deferred taxes (135,697 ) Assumed current liabilities (243,287 ) Assumed long-term liabilities (149,881 ) Total purchase price $ 2,687,722 |
Business Acquisition Pro Forma Information | The following unaudited pro forma information shows the results of operations for the Company as if its acquisition of the Private Brands Business had been completed as of January 1, 2015. 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. Excluded from the 2016 pro forma results are $35.2 million of costs incurred by the Company in connection with the acquisition. The 2015 pro forma results include $1.3 billion in asset impairment charges incurred by the seller. 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. Three Months Ended Nine Months Ended 2015 2016 2015 (In thousands, except per share data) Pro forma net sales $ 1,657,997 $ 4,722,375 $ 5,007,031 Pro forma net income (loss) $ 25,898 $ 71,191 $ (718,415 ) Pro forma basic earnings (loss) per common share $ 0.46 $ 1.26 $ (12.77 ) Pro forma diluted earnings (loss) per common share $ 0.45 $ 1.24 $ (12.77 ) |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Investments | September 30, 2016 December 31, 2015 (In thousands) U.S. equity $ 7,353 $ 5,283 Non-U.S. equity 1,721 1,574 Fixed income 1,043 1,531 Total investments $ 10,117 $ 8,388 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Inventories | September 30, December 31, 2015 (In thousands) Raw materials and supplies $ 438,535 $ 274,007 Finished goods 622,790 331,535 LIFO reserve (20,347 ) (21,427 ) Total inventories $ 1,040,978 $ 584,115 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant, and Equipment | September 30, December 31, 2015 (In thousands) Land $ 70,878 $ 25,954 Buildings and improvements 459,564 226,134 Machinery and equipment 1,275,754 681,711 Construction in progress 96,655 24,493 Total 1,902,851 958,292 Less accumulated depreciation (538,179 ) (416,764 ) Property, plant, and equipment, net $ 1,364,672 $ 541,528 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill for the nine months ended September 30, 2016 are as follows: North American Food Away Industrial Total (In thousands) Balance at December 31, 2015 $ 1,423,441 $ 92,267 $ 134,086 $ 1,649,794 Acquisitions 1,050,383 73,541 — 1,123,924 Purchase price adjustments (5,441 ) (381 ) — (5,822 ) Foreign currency exchange adjustments 6,257 611 — 6,868 Balance at September 30, 2016 $ 2,474,640 $ 166,038 $ 134,086 $ 2,774,764 |
Carrying Amounts of Indefinite Lives Intangible Assets Other Than Goodwill | The carrying amounts of our intangible assets with indefinite lives, other than goodwill, as of September 30, 2016 and December 31, 2015 are as follows: September 30, 2016 December 31, (In thousands) Trademarks $ 26,296 $ 25,229 Total indefinite lived intangibles $ 26,296 $ 25,229 |
Gross Carrying Amounts and Accumulated Amortization of Intangible Assets, with Finite Lives | The gross carrying amounts and accumulated amortization of intangible assets, with finite lives, as of September 30, 2016 and December 31, 2015 are as follows: September 30, 2016 December 31, 2015 Gross Accumulated Net Gross Accumulated Net (In thousands) (In thousands) Intangible assets with finite lives: Customer-related $ 1,287,320 $ (272,759 ) $ 1,014,561 $ 769,419 $ (208,962 ) $ 560,457 Contractual agreements 2,972 (2,887 ) 85 2,964 (2,831 ) 133 Trademarks 65,336 (14,889 ) 50,447 32,240 (11,091 ) 21,149 Formulas/recipes 33,754 (11,525 ) 22,229 10,471 (7,824 ) 2,647 Computer software 111,094 (53,158 ) 57,936 78,039 (40,999 ) 37,040 Total finite lived intangibles $ 1,500,476 $ (355,218 ) $ 1,145,258 $ 893,133 $ (271,707 ) $ 621,426 |
Estimated Amortization Expense on Intangible Assets | Estimated amortization expense on intangible assets for 2016 and the next four years is as follows: (In thousands) 2016 $ 109,918 2017 $ 112,818 2018 $ 106,314 2019 $ 104,562 2020 $ 102,660 |
Accounts Payable and Accrued 38
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounts Payable and Accrued Expenses | September 30, December 31, (In thousands) Accounts payable $ 473,009 $ 202,065 Payroll and benefits 68,853 27,467 Interest 7,448 6,241 Taxes 22,694 1,499 Health insurance, workers’ compensation, and other insurance costs 16,993 9,331 Marketing expenses 11,965 7,435 Other accrued liabilities 5,831 6,542 Total $ 606,793 $ 260,580 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Long-Term Debt | September 30, December 31, (In thousands) Revolving Credit Facility $ 279,000 $ 353,000 Term Loan A 289,875 295,500 Term Loan A-1 182,500 190,000 Term Loan A-2 1,012,188 — 2022 Notes 400,000 400,000 2024 Notes 775,000 — Tax increment financing and other debt 4,312 6,002 Total outstanding debt 2,942,875 1,244,502 Deferred financing costs (35,017 ) (7,868 ) Less current portion (58,099 ) (14,893 ) Total long-term debt $ 2,849,759 $ 1,221,741 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 Nine Months Ended September 30, September 30, 2016 2015 2016 2015 (In thousands) (In thousands) Net income $ 37,174 $ 28,441 $ 49,476 $ 77,655 Weighted average common shares outstanding 56,804 43,168 55,350 43,004 Assumed exercise/vesting of equity awards (1) 647 553 687 668 Weighted average diluted common shares outstanding 57,451 43,721 56,037 43,672 Net earnings per basic share $ 0.65 $ 0.66 $ 0.89 $ 1.81 Net earnings per diluted share $ 0.65 $ 0.65 $ 0.88 $ 1.78 (1) Incremental shares from equity awards are computed using the treasury stock method. Equity awards, excluded from our computation of diluted earnings per share because they were anti-dilutive, were 0.4 million and 0.7 million for the three and nine months ended September 30, 2016, respectively, and 0.7 million for the three and nine months ended September 30, 2015. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Summary of Stock Option Activity | The following table summarizes stock option activity during the nine months ended September 30, 2016. Stock options generally have a three year vesting schedule, which vest one-third on each of the first three anniversaries of the grant date, and expire ten years from the grant date. Weighted Weighted Average Average Remaining Aggregate Employee Director Exercise Contractual Intrinsic Options Options Price Term (yrs) Value (In thousands) (In thousands) Outstanding, at December 31, 2015 1,918 20 $ 57.18 6.2 $ 41,793 Granted 456 — $ 96.85 Forfeited (86 ) — $ 79.09 Exercised (148 ) — $ 51.28 Outstanding, at September 30, 2016 2,140 20 $ 65.17 6.3 $ 52,098 Vested/expected to vest, at September 30, 2016 2,077 20 $ 64.36 6.2 $ 51,906 Exercisable, at September 30, 2016 1,374 20 $ 52.22 4.7 $ 48,749 |
Highlight of Stock Options Activity | Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 (In millions) (In millions) Compensation expense $ 2.0 $ 1.7 $ 5.5 $ 4.9 Intrinsic value of stock options exercised $ 0.1 $ 1.0 $ 6.1 $ 14.4 Tax benefit recognized from stock option exercises $ 0.1 $ 0.4 $ 2.2 $ 5.5 |
Summary of Restricted Stock Unit Activity | The following table summarizes the restricted stock unit activity during the nine months ended September 30, 2016: 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, 2015 312 $ 76.36 111 $ 52.60 Granted 393 $ 91.44 15 $ 98.78 Vested (142 ) $ 74.79 (22 ) $ 58.56 Forfeited (32 ) $ 82.51 — $ 76.30 Outstanding, at September 30, 2016 531 $ 87.59 104 $ 57.78 |
Highlights of Restricted Stock Unit Activity | Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 (In millions) (In millions) Compensation expense $ 4.9 $ 2.8 $ 12.9 $ 8.9 Fair value of vested restricted stock units $ 2.8 $ 0.9 $ 15.9 $ 13.9 Tax benefit recognized from vested restricted stock units $ 1.0 $ 0.3 $ 5.7 $ 4.8 |
Summary of Performance Unit Activity | The following table summarizes the performance unit activity during the nine months ended September 30, 2016: Weighted Average Performance Grant Date Units Fair Value (In thousands) Unvested, at December 31, 2015 271 $ 74.13 Granted 100 $ 98.28 Vested (85 ) $ 66.01 Forfeited (16 ) $ 79.90 Unvested, at September 30, 2016 270 $ 85.15 |
Highlight of Performance Unit Activity | Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 (In millions) (In millions) Compensation expense $ 1.6 $ 0.5 $ 4.4 $ 1.7 Fair value of vested performance units $ (1.8 ) $ 0.6 $ 9.6 $ 5.1 Tax benefit recognized from performance units vested $ — $ 0.2 $ 4.1 $ 1.9 |
Accumulated Other Comprehensi42
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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, 2015 $ (100,512 ) $ (12,956 ) $ (113,468 ) Other comprehensive income 21,598 — 21,598 Reclassifications from accumulated other comprehensive loss — 774 774 Other comprehensive income 21,598 774 22,372 Balance at September 30, 2016 $ (78,914) $ (12,182) $ (91,096) 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 (40,533 ) — (40,533 ) Reclassifications from accumulated other comprehensive loss — 767 767 Other comprehensive (loss) income (40,533 ) 767 (39,766 ) Balance at September 30, 2015 $ (91,859) $ (12,238) $ (104,097) (1) The foreign currency translation adjustment is not net of tax, as it pertains to the Company’s permanent investments in its Canadian and Italian subsidiaries. (2) The unrecognized pension and postretirement benefits reclassification is presented net of tax of $475 thousand and $474 thousand for the nine months ended September 30, 2016 and 2015, respectively. The reclassification is included in the computation of net periodic pension and postretirement 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 September 30, Nine months ended 2016 2015 2016 2015 (In thousands) (In thousands) Amortization of defined benefit pension items: Prior service costs $ 35 $ 36 $ 105 $ 109 (a) Unrecognized net loss 382 378 1,144 1,132 (a) Total before tax 417 414 1,249 1,241 Income taxes 159 158 475 474 Income taxes Net of tax $ 258 $ 256 $ 774 $ 767 (a) These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement cost, and are recorded in the Cost of sales and General and administrative lines of the Condensed Consolidated Statements of Income. |
Employee Retirement and Postr43
Employee Retirement and Postretirement Benefits (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Pension Benefits | |
Components of Net Periodic Costs | Components of net periodic pension expense are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 (In thousands) Service cost $ 1,279 $ 621 $ 3,607 $ 1,864 Interest cost 4,092 713 11,163 2,138 Expected return on plan assets (4,468 ) (765 ) (12,162 ) (2,295 ) Amortization of unrecognized prior service cost 53 53 158 157 Amortization of unrecognized net loss 383 365 1,148 1,095 Net periodic pension cost $ 1,339 $ 987 $ 3,914 $ 2,959 |
Postretirement Benefits | |
Components of Net Periodic Costs | Components of net periodic postretirement expense are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 (In thousands) (In thousands) Service cost $ 21 $ 5 $ 59 $ 15 Interest cost 348 38 938 113 Amortization of unrecognized prior service cost (18 ) (17 ) (53 ) (49 ) Amortization of unrecognized net loss (1 ) 13 (4 ) 38 Net periodic postretirement cost $ 350 $ 39 $ 940 $ 117 |
Other Operating Expense, Net (T
Other Operating Expense, Net (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Other Operating Expense, Net | The Company incurred other operating expense for the three and nine months ended September 30, 2016 and 2015, which consisted of the following: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 (In thousands) (In thousands) Restructuring $ 4,890 $ 154 $ 8,973 $ 504 Other 395 — 1,311 — Total other operating expense, net $ 5,285 $ 154 $ 10,284 $ 504 |
Supplemental Cash Flow Inform45
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Supplemental Cash Flow Information | Nine Months Ended September 30, 2016 2015 (In thousands) Interest paid $ 80,769 $ 36,601 Income taxes paid $ 49,528 $ 35,064 Accrued purchase of property and equipment $ 15,467 $ 3,971 Accrued other intangible assets $ 4,385 $ 1,569 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 Sheets: Fair Value Balance Sheet Location September 30, 2016 December 31, 2015 (In thousands) Asset Derivatives Commodity contracts Prepaid expenses and other current assets $ 563 $ — Foreign currency contracts Prepaid expenses and other current assets 1,120 1,356 Interest rate swap agreements Prepaid expenses and other current assets 848 — $ 2,531 $ 1,356 Liability Derivatives Commodity contracts Accounts payable and accrued expenses $ 1,093 $ 3,778 $ 1,093 $ 3,778 |
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 Nine Months Ended Location of (Loss) Gain September 30, September 30, Recognized in Income 2016 2015 2016 2015 (In thousands) (In thousands) Mark-to-market unrealized gain (loss): Commodity contracts Other (income) expense, net $ 2,305 $ (834 ) $ 3,248 $ 207 Foreign currency contracts Other (income) expense, net 2,083 (1,183 ) (236 ) 171 Interest rate swap agreements Other (income) expense, net 2,442 — 848 — Total unrealized gain (loss) 6,830 (2,017 ) 3,860 378 Realized (loss) gain Commodity contracts Manufacturing related to cost of sales and transportation related to selling and distribution 119 (1,508 ) (896 ) (3,268 ) Foreign currency contracts Cost of sales (1,321 ) 681 (3,256 ) 1,142 Total realized loss (1,202 ) (827 ) (4,152 ) (2,126 ) Total (loss) gain $ 5,628 $ (2,844 ) $ (292 ) $ (1,748 ) |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Carrying Value and Fair Value of Financial Instruments | The following table presents the carrying value and fair value of our financial instruments as of September 30, 2016 and December 31, 2015: September 30, 2016 December 31, 2015 Carrying Value Fair Value Carrying Value Fair Value Level (In thousands) (In thousands) Not recorded at fair value (liability): Revolving Credit Facility $ (279,000 ) $ (274,485 ) $ (353,000 ) $ (352,932 ) 2 Term Loan A $ (289,875 ) $ (290,329 ) $ (295,500 ) $ (294,327 ) 2 Term Loan A-1 $ (182,500 ) $ (182,731 ) $ (190,000 ) $ (190,200 ) 2 Term Loan A-2 $ (1,012,188 ) $ (1,013,471 ) $ — $ — 2 2022 Notes $ (400,000 ) $ (416,500 ) $ (400,000 ) $ (383,000 ) 2 2024 Notes $ (775,000 ) $ (832,156 ) $ — $ — 2 Recorded on a recurring basis at fair value (liability) asset: Commodity contracts $ (530 ) $ (530 ) $ (3,778 ) $ (3,778 ) 2 Foreign currency contracts $ 1,120 $ 1,120 $ 1,356 $ 1,356 2 Interest rate swap agreements $ 848 $ 848 $ — $ — 2 Investments $ 10,117 $ 10,117 $ 8,388 $ 8,388 1 |
Segment and Geographic Inform48
Segment and Geographic Information and Major Customers (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Financial Information Relating to Reportable Segments | 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, 2015. Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 (In thousands) (In thousands) Net sales to external customers: North American Retail Grocery $ 1,305,872 $ 597,775 $ 3,599,506 $ 1,768,938 Food Away From Home 157,371 94,601 394,704 280,726 Industrial and Export 123,511 106,262 414,047 291,327 Unallocated 96 — (9,845 ) — Total $ 1,586,850 $ 798,638 $ 4,398,412 $ 2,340,991 Direct operating income: North American Retail Grocery $ 159,124 $ 83,864 $ 442,757 $ 242,220 Food Away From Home 16,469 12,892 51,434 39,454 Industrial and Export 16,431 16,108 50,324 51,727 Total 192,024 112,864 544,515 333,401 Unallocated selling and distribution expenses (7,219 ) (1,431 ) (29,917 ) (6,552 ) Unallocated costs of sales (1) (1,509 ) 2,377 (20,827 ) 2,174 Unallocated corporate expense and other (105,706 ) (51,582 ) (345,661 ) (165,578 ) Operating income 77,590 62,228 148,110 163,445 Other expense (24,982 ) (21,953 ) (78,107 ) (49,582 ) Income before income taxes $ 52,608 $ 40,275 $ 70,003 $ 113,863 (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 nine months ended September 30, 2016 and 2015. In 2016, as a result of the acquisition of the Private Brands Business, the Company made the following changes to its product categories: (1) Snacks was renamed Snack nuts and now includes the bars, fruit snacks, and cereal snack mixes from the Private Brands Business, (2) Dry dinners was renamed Pasta and dry dinners and now includes the dry pasta from the Private Brands Business, (3) Mexican and other sauces was renamed Sauces and now includes the sauces from the Private Brands Business, (4) Cookies and crackers was added to include the crackers, cookies, pretzels, pita chips, and candy from the Private Brands Business, and (5) Retail bakery was added to include the in-store bakery products, refrigerated dough, frozen griddle products (pancakes, waffles, and French toast), frozen bread products (breads, rolls, and biscuits), dessert products (frozen cookies and frozen cookie dough), and dry bakery mixes from the Private Brands Business. These changes did not require prior period adjustments. Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 (In thousands) (In thousands) Products: Snack nuts $ 355,901 $ 172,581 $ 967,296 $ 484,461 Retail bakery 167,036 — 438,899 — Cookies and crackers 157,196 — 420,435 — Cereals 144,154 37,253 395,331 114,540 Pasta and dry dinners 144,959 31,077 380,507 94,012 Beverages 118,487 101,622 343,892 305,292 Salad dressings 94,082 85,757 291,671 270,101 Sauces 84,977 52,908 248,660 170,134 Pickles 81,194 85,544 248,122 243,013 Soup and infant feeding 92,478 94,807 238,619 253,129 Beverage enhancers 73,627 80,028 226,673 244,557 Jams 29,765 13,365 79,631 37,587 Aseptic products 25,215 26,600 76,580 80,570 Other products 17,779 17,096 42,096 43,595 Total net sales $ 1,586,850 $ 798,638 $ 4,398,412 $ 2,340,991 |
Guarantor and Non-Guarantor F49
Guarantor and Non-Guarantor Financial Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Condensed Supplemental Consolidating Balance Sheet | Condensed Supplemental Consolidating Balance Sheet September 30, 2016 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 10 $ 47,217 $ — $ 47,227 Investments — — 10,117 — 10,117 Accounts receivable, net — 328,103 56,798 — 384,901 Inventories, net — 923,607 117,371 — 1,040,978 Assets held for sale — 2,674 — — 2,674 Prepaid expenses and other current assets 34,725 22,941 18,300 — 75,966 Total current assets 34,725 1,277,335 249,803 — 1,561,863 Property, plant, and equipment, net 28,010 1,189,389 147,273 — 1,364,672 Goodwill — 2,644,106 130,658 — 2,774,764 Investment in subsidiaries 5,285,565 518,906 — (5,804,471 ) — Intercompany accounts receivable (payable), net 329,823 (313,490 ) (16,333 ) — — Deferred income taxes 20,187 — — (20,187 ) — Intangible and other assets, net 53,148 1,053,752 115,033 — 1,221,933 Total assets $ 5,751,458 $ 6,369,998 $ 626,434 $ (5,824,658 ) $ 6,923,232 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 51,870 $ 488,394 $ 66,529 $ — $ 606,793 Current portion of long-term debt 54,834 3,132 133 — 58,099 Total current liabilities 106,704 491,526 66,662 — 664,892 Long-term debt 2,848,712 779 268 — 2,849,759 Deferred income taxes — 401,522 34,744 (20,187 ) 416,079 Other long-term liabilities 8,797 190,606 5,854 — 205,257 Stockholders’ equity 2,787,245 5,285,565 518,906 (5,804,471 ) 2,787,245 Total liabilities and stockholders’ equity $ 5,751,458 $ 6,369,998 $ 626,434 $ (5,824,658 ) $ 6,923,232 Condensed Supplemental Consolidating Balance Sheet December 31, 2015 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 10,384 $ 91 $ 24,444 $ — $ 34,919 Investments — — 8,388 — 8,388 Accounts receivable, net 17 182,524 20,657 — 203,198 Inventories, net — 510,255 73,860 — 584,115 Prepaid expenses and other current assets 17,625 6,608 8,968 (16,618 ) 16,583 Total current assets 28,026 699,478 136,317 (16,618 ) 847,203 Property, plant, and equipment, net 26,294 470,639 44,595 — 541,528 Goodwill — 1,526,004 123,790 — 1,649,794 Investment in subsidiaries 2,411,532 338,849 — (2,750,381 ) — Intercompany accounts receivable (payable), net 582,267 (553,408 ) (28,859 ) — — Deferred income taxes 18,092 — — (18,092 ) — Intangible and other assets, net 46,041 504,127 114,103 — 664,271 Total assets $ 3,112,252 $ 2,985,689 $ 389,946 $ (2,785,091 ) $ 3,702,796 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 16,526 $ 239,316 $ 21,356 $ (16,618 ) $ 260,580 Current portion of long-term debt 11,621 3,116 156 — 14,893 Total current liabilities 28,147 242,432 21,512 (16,618 ) 275,473 Long-term debt 1,219,011 2,398 332 — 1,221,741 Deferred income taxes — 272,910 24,290 (18,092 ) 279,108 Other long-term liabilities 10,235 56,417 4,963 — 71,615 Stockholders’ equity 1,854,859 2,411,532 338,849 (2,750,381 ) 1,854,859 Total liabilities and stockholders’ equity $ 3,112,252 $ 2,985,689 $ 389,946 $ (2,785,091 ) $ 3,702,796 |
Condensed Supplemental Consolidating Statement of Income | Condensed Supplemental Consolidating Statement of Income Three Months Ended September 30, 2016 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 1,501,774 $ 167,014 $ (81,938 ) $ 1,586,850 Cost of sales — 1,240,261 142,994 (81,938 ) 1,301,317 Gross profit — 261,513 24,020 — 285,533 Selling, general, and administrative expense 23,512 134,373 16,135 — 174,020 Amortization expense 2,319 23,962 2,357 — 28,638 Other operating expense, net — 4,735 550 — 5,285 Operating (loss) income (25,831 ) 98,443 4,978 — 77,590 Interest expense 30,928 (103 ) 1,143 (1,219 ) 30,749 Interest income (5 ) (1,005 ) (317 ) 1,219 (108 ) Other expense (income), net (1 ) (435 ) (5,223 ) — (5,659 ) (Loss) income before income taxes (56,753 ) 99,986 9,375 — 52,608 Income taxes (benefit) (22,143 ) 35,669 1,908 — 15,434 Equity in net income (loss) of subsidiaries 71,784 7,467 — (79,251 ) — Net income (loss) $ 37,174 $ 71,784 $ 7,467 $ (79,251 ) $ 37,174 Condensed Supplemental Consolidating Statement of Income Three Months Ended September 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 755,336 $ 96,991 $ (53,689 ) $ 798,638 Cost of sales — 610,871 82,759 (53,689 ) 639,941 Gross profit — 144,465 14,232 — 158,697 Selling, general, and administrative expense 15,418 58,435 7,569 — 81,422 Amortization expense 2,070 10,468 2,355 — 14,893 Other operating expense, net — 154 — — 154 Operating (loss) income (17,488 ) 75,408 4,308 — 62,228 Interest expense 10,376 (231 ) 2,175 (1,406 ) 10,914 Interest income (16 ) (1,406 ) (249 ) 1,406 (265 ) Other expense (income), net (5 ) 9,054 2,255 — 11,304 (Loss) income before income taxes (27,843 ) 67,991 127 — 40,275 Income taxes (benefit) (10,576 ) 23,110 (700 ) — 11,834 Equity in net income (loss) of subsidiaries 45,708 827 — (46,535 ) — Net income (loss) $ 28,441 $ 45,708 $ 827 $ (46,535 ) $ 28,441 Condensed Supplemental Consolidating Statement of Income Nine Months Ended September 30, 2016 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 4,160,967 $ 459,841 $ (222,396 ) $ 4,398,412 Cost of sales — 3,448,050 396,856 (222,396 ) 3,622,510 Gross profit — 712,917 62,985 — 775,902 Selling, general, and administrative expense 100,128 394,029 42,399 — 536,556 Amortization expense 6,778 67,192 6,982 — 80,952 Other operating expense, net — 8,830 1,454 — 10,284 Operating (loss) income (106,906 ) 242,866 12,150 — 148,110 Interest expense 87,357 188 3,995 (3,585 ) 87,955 Interest income (2,233 ) (3,928 ) (993 ) 3,585 (3,569 ) Other expense (income), net 1 (2,501 ) (3,779 ) — (6,279 ) (Loss) income before income taxes (192,031 ) 249,107 12,927 — 70,003 Income taxes (benefit) (73,404 ) 93,814 117 — 20,527 Equity in net income (loss) of subsidiaries 168,103 12,810 — (180,913 ) — Net income (loss) $ 49,476 $ 168,103 $ 12,810 $ (180,913 ) $ 49,476 Condensed Supplemental Consolidating Statement of Income Nine Months Ended September 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 2,203,154 $ 309,061 $ (171,224 ) $ 2,340,991 Cost of sales — 1,779,531 270,179 (171,224 ) 1,878,486 Gross profit — 423,623 38,882 — 462,505 Selling, general, and administrative expense 48,459 176,363 27,962 — 252,784 Amortization expense 5,941 32,260 7,571 — 45,772 Other operating expense, net — 504 — — 504 Operating (loss) income (54,400 ) 214,496 3,349 — 163,445 Interest expense 32,806 151 5,343 (4,322 ) 33,978 Interest income (1,447 ) (4,322 ) (781 ) 4,322 (2,228 ) Other expense (income), net (7 ) 14,845 2,994 — 17,832 (Loss) income before income taxes (85,752 ) 203,822 (4,207 ) — 113,863 Income taxes (benefit) (32,689 ) 72,423 (3,526 ) — 36,208 Equity in net income (loss) of subsidiaries 130,718 (681 ) — (130,037 ) — Net income (loss) $ 77,655 $ 130,718 $ (681 ) $ (130,037 ) $ 77,655 |
Condensed Supplemental Consolidating Statement of Comprehensive Income | Condensed Supplemental Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2016 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 37,174 $ 71,784 $ 7,467 $ (79,251 ) $ 37,174 Other comprehensive income: Foreign currency translation adjustments — — (7,285 ) — (7,285 ) Pension and postretirement reclassification adjustment, net of tax — 258 — — 258 Other comprehensive income — 258 (7,285 ) — (7,027 ) Equity in other comprehensive income (loss) of subsidiaries (7,027 ) (7,285 ) — 14,312 — Comprehensive income (loss) $ 30,147 $ 64,757 $ 182 $ (64,939 ) $ 30,147 Condensed Supplemental Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 28,441 $ 45,708 $ 827 $ (46,535 ) $ 28,441 Other comprehensive income: Foreign currency translation adjustments — — (20,216 ) — (20,216 ) Pension and postretirement reclassification adjustment, net of tax — 256 — — 256 Other comprehensive income — 256 (20,216 ) — (19,960 ) Equity in other comprehensive income (loss) of subsidiaries (19,960 ) (20,215 ) — 40,175 — Comprehensive income (loss) $ 8,481 $ 25,749 $ (19,389 ) $ (6,360 ) $ 8,481 Condensed Supplemental Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2016 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 49,476 $ 168,103 $ 12,810 $ (180,913 ) $ 49,476 Other comprehensive (loss) income: Foreign currency translation adjustments — — 21,598 — 21,598 Pension and postretirement reclassification adjustment, net of tax — 774 — — 774 Other comprehensive (loss) income — 774 21,598 — 22,372 Equity in other comprehensive (loss) income of subsidiaries 22,372 21,598 — (43,970 ) — Comprehensive income (loss) $ 71,848 $ 190,475 $ 34,408 $ (224,883 ) $ 71,848 Condensed Supplemental Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 77,655 $ 130,718 $ (681 ) $ (130,037 ) $ 77,655 Other comprehensive (loss) income: Foreign currency translation adjustments — — (40,533 ) — (40,533 ) Pension and postretirement reclassification adjustment, net of tax — 767 — — 767 Other comprehensive (loss) income — 767 (40,533 ) — (39,766 ) Equity in other comprehensive (loss) income of subsidiaries (39,766 ) (40,533 ) — 80,299 — Comprehensive income (loss) $ 37,889 $ 90,952 $ (41,214 ) $ (49,738 ) $ 37,889 |
Condensed Supplemental Consolidating Statement of Cash Flows | Condensed Supplemental Consolidating Statement of Cash Flows Nine Months Ended September 30, 2016 (In thousands) Parent Guarantor Non- Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ 90,485 $ 395,130 $ (10,761 ) $ (180,139 ) $ 294,715 Cash flows from investing activities: Additions to property, plant, and equipment (2,780 ) (119,983 ) (9,179 ) — (131,942 ) Additions to intangible assets (8,221 ) (2,683 ) — — (10,904 ) Intercompany transfer 32,444 (78,421 ) — 45,977 — Acquisitions, less cash acquired (2,687,722 ) 337 43,021 — (2,644,364 ) Proceeds from sale of fixed assets — 1,474 — — 1,474 Purchase of investments — — (795 ) — (795 ) Increase in restricted cash — (605 ) — — (605 ) Other — — 4 — 4 Net cash (used in) provided by investing activities (2,666,279 ) (199,881 ) 33,051 45,977 (2,787,132 ) Cash flows from financing activities: Net borrowing (repayment) of debt 1,700,063 (2,589 ) (38 ) — 1,697,436 Payment of deferred financing costs (34,328 ) — — — (34,328 ) Intercompany transfer 61,921 (192,741 ) (3,342 ) 134,162 — Net proceeds from issuance of common stock 835,131 — — — 835,131 Net payments related to stock-based award activities (1,053 ) — — — (1,053 ) Excess tax benefits from stock-based compensation 3,676 — — — 3,676 Net cash provided by (used in) financing activities 2,565,410 (195,330 ) (3,380 ) 134,162 2,500,862 Effect of exchange rate changes on cash and cash equivalents — — 3,863 — 3,863 (Decrease) increase in cash and cash equivalents (10,384 ) (81 ) 22,773 — 12,308 Cash and cash equivalents, beginning of period 10,384 91 24,444 — 34,919 Cash and cash equivalents, end of period $ — $ 10 $ 47,217 $ — $ 47,227 Condensed Supplemental Consolidating Statement of Cash Flows Nine Months Ended September 30, 2015 (In thousands) Parent Guarantor Non- Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ 82,140 $ 218,218 $ (1,900 ) $ (129,268 ) $ 169,190 Cash flows from investing activities: Additions to property, plant, and equipment (286 ) (51,981 ) (4,921 ) — (57,188 ) Additions to intangible assets (8,605 ) (932 ) (126 ) — (9,663 ) Intercompany transfer (42,985 ) (78,928 ) 2 121,911 — Proceeds from sale of fixed assets — 174 104 — 278 Purchase of investments — — (572 ) — (572 ) Net cash (used in) provided by investing activities (51,876 ) (131,667 ) (5,513 ) 121,911 (67,145 ) Cash flows from financing activities: Net repayment of debt (133,250 ) (2,579 ) (93 ) — (135,922 ) Intercompany transfer 78,055 (84,213 ) (1,199 ) 7,357 — Net receipts related to stock-based award activities 1,221 — — — 1,221 Excess tax benefits from stock-based compensation 5,004 — — — 5,004 Net cash (used in) provided by financing activities (48,970 ) (86,792 ) (1,292 ) 7,357 (129,697 ) Effect of exchange rate changes on cash and cash equivalents — — (1,446 ) — (1,446 ) (Decrease) increase in cash and cash equivalents (18,706 ) (241 ) (10,151 ) — (29,098 ) Cash and cash equivalents, beginning of period 18,706 1,690 31,585 — 51,981 Cash and cash equivalents, end of period $ — $ 1,449 $ 21,434 $ — $ 22,883 |
Schedule of Facility Closures (
Schedule of Facility Closures (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Total Costs to Close | $ 32,507 |
Restructuring Plan, One | |
Restructuring Cost and Reserve [Line Items] | |
Facility Location | City of Industry, California |
Date of Closure Announcement | Nov. 18, 2015 |
End of Production | First quarter of 2016 |
Full Facility Closure | Third quarter of 2016 |
Primary Products Produced | Liquid non-dairy creamer and refrigerated salad dressings |
Primary Segment(s) Affected | Food Away From Home |
Total Costs to Close | $ 6,900 |
Restructuring Plan, Two | |
Restructuring Cost and Reserve [Line Items] | |
Facility Location | Ayer, Massachusetts |
Date of Closure Announcement | Apr. 5, 2016 |
End of Production | First quarter of 2017 |
Full Facility Closure | Third quarter of 2017 |
Primary Products Produced | Spoonable dressings |
Primary Segment(s) Affected | North American Retail Grocery, Food Away From Home |
Total Costs to Close | $ 8,500 |
Restructuring Plan, Three | |
Restructuring Cost and Reserve [Line Items] | |
Facility Location | Azusa, California |
Date of Closure Announcement | May 24, 2016 |
End of Production | Second quarter of 2017 |
Full Facility Closure | Second quarter of 2017 |
Primary Products Produced | Bars and snack products |
Primary Segment(s) Affected | North American Retail Grocery |
Total Costs to Close | $ 15,200 |
Restructuring Plan, Four | |
Restructuring Cost and Reserve [Line Items] | |
Facility Location | Ripon, Wisconsin |
Date of Closure Announcement | May 24, 2016 |
End of Production | Fourth quarter of 2016 |
Full Facility Closure | Fourth quarter of 2016 |
Primary Products Produced | Sugar wafer cookies |
Primary Segment(s) Affected | North American Retail Grocery |
Total Costs to Close | $ 2,000 |
Expected payment in cash | Restructuring Plan, One | |
Restructuring Cost and Reserve [Line Items] | |
Total Costs to Close | 3,800 |
Expected payment in cash | Restructuring Plan, Two | |
Restructuring Cost and Reserve [Line Items] | |
Total Costs to Close | 5,500 |
Expected payment in cash | Restructuring Plan, Three | |
Restructuring Cost and Reserve [Line Items] | |
Total Costs to Close | 13,500 |
Expected payment in cash | Restructuring Plan, Four | |
Restructuring Cost and Reserve [Line Items] | |
Total Costs to Close | $ 1,200 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($) | |
City of Industry, California | |
Restructuring Cost and Reserve [Line Items] | |
Plant closure, (reduction)increase in expected costs | $ (5) |
Ripon, Wisconsin | |
Restructuring Cost and Reserve [Line Items] | |
Plant closure, (reduction)increase in expected costs | (0.1) |
Ayer, Massachusetts Facility | |
Restructuring Cost and Reserve [Line Items] | |
Plant closure, (reduction)increase in expected costs | 2 |
Azusa, California | |
Restructuring Cost and Reserve [Line Items] | |
Plant closure, (reduction)increase in expected costs | $ 0.3 |
Aggregate Expenses Incurred Ass
Aggregate Expenses Incurred Associated with Facility Closure (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 5,890 | $ 10,424 |
Cumulative costs to date | 14,635 | 14,635 |
Total expected costs | 32,507 | 32,507 |
Asset Related Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 1,652 | 3,158 |
Cumulative costs to date | 6,178 | 6,178 |
Total expected costs | 8,585 | 8,585 |
Employee Related Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 2,183 | 4,146 |
Cumulative costs to date | 5,308 | 5,308 |
Total expected costs | 8,948 | 8,948 |
Other closure costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 2,055 | 3,120 |
Cumulative costs to date | 3,149 | 3,149 |
Total expected costs | $ 14,974 | $ 14,974 |
Reconciliation of Liabilities (
Reconciliation of Liabilities (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||
Expense | $ 5,890 | $ 10,424 |
Severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Balance as of December 31, 2015 | 395 | |
Payments | (1,035) | |
Balance as of September 30, 2016 | 3,169 | 3,169 |
Severance | Member Units | ||
Restructuring Cost and Reserve [Line Items] | ||
Expense | 3,809 | |
Multi-employer Pension Plan Withdrawal | ||
Restructuring Cost and Reserve [Line Items] | ||
Balance as of December 31, 2015 | 767 | |
Balance as of September 30, 2016 | 767 | 767 |
Employee Related Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Balance as of December 31, 2015 | 1,162 | |
Expense | 2,183 | 4,146 |
Payments | (1,035) | |
Balance as of September 30, 2016 | $ 3,936 | 3,936 |
Employee Related Costs | Member Units | ||
Restructuring Cost and Reserve [Line Items] | ||
Expense | $ 3,809 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) | Jul. 25, 2016 | Feb. 01, 2016 | Jan. 26, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||||||
Business acquisition, cost of acquired entity, purchase price, net of cash | $ 2,644,364,000 | ||||||||
Net proceeds from issuance of stock | 835,131,000 | ||||||||
Proceeds from issuance of 2024 Notes | 775,000,000 | ||||||||
Proceeds from issuance of term loans A-2 | 1,025,000,000 | ||||||||
Goodwill | $ 2,774,764,000 | $ 2,774,764,000 | 2,774,764,000 | $ 1,649,794,000 | |||||
Cost of sales | 1,301,317,000 | $ 639,941,000 | 3,622,510,000 | $ 1,878,486,000 | |||||
Purchase price adjustments | (5,822,000) | ||||||||
North American Retail Grocery | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | 2,474,640,000 | 2,474,640,000 | 2,474,640,000 | 1,423,441,000 | |||||
Purchase price adjustments | (5,441,000) | ||||||||
Food Away From Home | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 166,038,000 | 166,038,000 | 166,038,000 | $ 92,267,000 | |||||
Purchase price adjustments | (381,000) | ||||||||
Private brands business of ConAgra Foods | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, cost of acquired entity, purchase price, net of cash | $ 2,644,400,000 | ||||||||
Net proceeds from issuance of stock | 835,100,000 | $ 835,100,000 | |||||||
Proceeds from issuance of 2024 Notes | 760,700,000 | ||||||||
Proceeds from issuance of term loans A-2 | 1,025,000,000 | ||||||||
Revolving credit facility - maximum borrowing capacity | 900,000,000 | ||||||||
Net sales | 2,074,600,000 | ||||||||
Income before income taxes | 55,600,000 | ||||||||
Integration costs | $ 7,500,000 | ||||||||
Indemnification assets | 23,400,000 | ||||||||
Goodwill | 1,118,102,000 | ||||||||
Business acquisition related costs | 35,200,000 | ||||||||
Purchase price adjustments | (5,800,000) | ||||||||
Payment on purchase price adjustment | $ 4,200,000 | ||||||||
Asset impairment charges | $ 1,300,000,000 | ||||||||
Private brands business of ConAgra Foods | Fair Value Adjustment to Inventory | |||||||||
Business Acquisition [Line Items] | |||||||||
Cost of sales | 8,400,000 | $ 200,000 | |||||||
Private brands business of ConAgra Foods | North American Retail Grocery | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | 1,044,900,000 | ||||||||
Private brands business of ConAgra Foods | Food Away From Home | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | 73,200,000 | ||||||||
Private brands business of ConAgra Foods | Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible asset | 510,900,000 | ||||||||
Private brands business of ConAgra Foods | Customer relationships | North American Retail Grocery | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible asset | $ 496,100,000 | ||||||||
Finite-lived intangible assets, useful life | 13 years | ||||||||
Private brands business of ConAgra Foods | Customer relationships | Food Away From Home | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible asset | $ 14,800,000 | ||||||||
Finite-lived intangible assets, useful life | 10 years | ||||||||
Private brands business of ConAgra Foods | Trade names | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible asset | $ 33,000,000 | ||||||||
Finite-lived intangible assets, useful life | 10 years | ||||||||
Private brands business of ConAgra Foods | Formulas/recipes | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible asset | $ 23,200,000 | ||||||||
Finite-lived intangible assets, useful life | 5 years | ||||||||
Private brands business of ConAgra Foods | Computer software | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible asset | $ 19,576,000 | ||||||||
Private brands business of ConAgra Foods | Computer software | Minimum | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets, useful life | 1 year | ||||||||
Private brands business of ConAgra Foods | Computer software | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets, useful life | 5 years |
Purchase Price Allocation to Ne
Purchase Price Allocation to Net Tangible and Intangible Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Feb. 01, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||
Goodwill | $ 2,774,764 | $ 1,649,794 | |
Private brands business of ConAgra Foods | |||
Business Acquisition [Line Items] | |||
Cash | $ 43,358 | ||
Receivables | 161,190 | ||
Inventory | 444,860 | ||
Property, plant, and equipment | 808,856 | ||
Other assets | 53,545 | ||
Goodwill | 1,118,102 | ||
Assets acquired | 3,216,587 | ||
Deferred taxes | (135,697) | ||
Assumed current liabilities | (243,287) | ||
Assumed long-term liabilities | (149,881) | ||
Total purchase price | 2,687,722 | ||
Private brands business of ConAgra Foods | Customer relationships | |||
Business Acquisition [Line Items] | |||
Intangible asset | 510,900 | ||
Private brands business of ConAgra Foods | Trade names | |||
Business Acquisition [Line Items] | |||
Intangible asset | 33,000 | ||
Private brands business of ConAgra Foods | Computer software | |||
Business Acquisition [Line Items] | |||
Intangible asset | 19,576 | ||
Private brands business of ConAgra Foods | Formulas/recipes | |||
Business Acquisition [Line Items] | |||
Intangible asset | $ 23,200 |
Business Acquisition Pro Forma
Business Acquisition Pro Forma Information (Detail) - Private brands business of ConAgra Foods - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Pro forma net sales | $ 1,657,997 | $ 4,722,375 | $ 5,007,031 |
Pro forma net income (loss) | $ 25,898 | $ 71,191 | $ (718,415) |
Pro forma basic earnings (loss) per common share | $ 0.46 | $ 1.26 | $ (12.77) |
Pro forma diluted earnings (loss) per common share | $ 0.45 | $ 1.24 | $ (12.77) |
Investments (Detail)
Investments (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Investment [Line Items] | ||
Total investments | $ 10,117 | $ 8,388 |
Equity | United States | ||
Investment [Line Items] | ||
Total investments | 7,353 | 5,283 |
Equity | Non-U.S. | ||
Investment [Line Items] | ||
Total investments | 1,721 | 1,574 |
Fixed Income | ||
Investment [Line Items] | ||
Total investments | $ 1,043 | $ 1,531 |
Investments - Additional Inform
Investments - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Investment [Line Items] | |||||
Cash and cash equivalents | $ 47,227 | $ 47,227 | $ 22,883 | $ 34,919 | $ 51,981 |
Net unrealized investment gains (losses) | 480 | $ (421) | |||
Realized gains on investments | 100 | 200 | |||
Interest expense | |||||
Investment [Line Items] | |||||
Net unrealized investment gains (losses) | 400 | ||||
Interest income | |||||
Investment [Line Items] | |||||
Net unrealized investment gains (losses) | 400 | 900 | |||
Foreign Jurisdictions | |||||
Investment [Line Items] | |||||
Cash and cash equivalents | 47,200 | 47,200 | $ 24,400 | ||
Prepaid expenses and other current assets | |||||
Investment [Line Items] | |||||
Restricted Cash and Cash Equivalents | $ 2,900 | $ 2,900 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Inventory [Line Items] | ||
Raw materials and supplies | $ 438,535 | $ 274,007 |
Finished goods | 622,790 | 331,535 |
LIFO reserve | (20,347) | (21,427) |
Total inventories | $ 1,040,978 | $ 584,115 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Inventory [Line Items] | ||
LIFO inventory | $ 105.3 | $ 88.1 |
Inventory accounted for under the weighted average cost method | $ 114.5 | $ 128.9 |
Property, Plant, and Equipmen61
Property, Plant, and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Land | $ 70,878 | $ 25,954 |
Buildings and improvements | 459,564 | 226,134 |
Machinery and equipment | 1,275,754 | 681,711 |
Construction in progress | 96,655 | 24,493 |
Total | 1,902,851 | 958,292 |
Less accumulated depreciation | (538,179) | (416,764) |
Property, plant, and equipment, net | $ 1,364,672 | $ 541,528 |
Property, Plant, and Equipmen62
Property, Plant, and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 46,700 | $ 15,300 | $ 127,181 | $ 46,160 |
Changes in Carrying Amount of G
Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Goodwill [Line Items] | |
Beginning Balance | $ 1,649,794 |
Acquisitions | 1,123,924 |
Purchase price adjustments | (5,822) |
Foreign currency exchange adjustments | 6,868 |
Ending Balance | 2,774,764 |
North American Retail Grocery | |
Goodwill [Line Items] | |
Beginning Balance | 1,423,441 |
Acquisitions | 1,050,383 |
Purchase price adjustments | (5,441) |
Foreign currency exchange adjustments | 6,257 |
Ending Balance | 2,474,640 |
Food Away From Home | |
Goodwill [Line Items] | |
Beginning Balance | 92,267 |
Acquisitions | 73,541 |
Purchase price adjustments | (381) |
Foreign currency exchange adjustments | 611 |
Ending Balance | 166,038 |
Industrial and Export | |
Goodwill [Line Items] | |
Beginning Balance | 134,086 |
Ending Balance | $ 134,086 |
Goodwill and Intangible Asset64
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill impairment loss | $ 0 | $ 0 | |||
Total intangible assets, excluding goodwill | 1,171,554,000 | 1,171,554,000 | $ 646,655,000 | ||
Amortization expense on intangible assets | $ 28,638,000 | $ 14,893,000 | $ 80,952,000 | $ 45,772,000 |
Carrying Amounts of Intangible
Carrying Amounts of Intangible Assets with Indefinite Lives Other Than Goodwill (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite lived intangibles | $ 26,296 | $ 25,229 |
Trademarks | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite lived intangibles | $ 26,296 | $ 25,229 |
Gross Carrying Amounts and Accu
Gross Carrying Amounts and Accumulated Amortization of Intangible Assets, with Finite Lives (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,500,476 | $ 893,133 |
Accumulated Amortization | (355,218) | (271,707) |
Net Carrying Amount | 1,145,258 | 621,426 |
Customer-related Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,287,320 | 769,419 |
Accumulated Amortization | (272,759) | (208,962) |
Net Carrying Amount | 1,014,561 | 560,457 |
Contractual agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,972 | 2,964 |
Accumulated Amortization | (2,887) | (2,831) |
Net Carrying Amount | 85 | 133 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 65,336 | 32,240 |
Accumulated Amortization | (14,889) | (11,091) |
Net Carrying Amount | 50,447 | 21,149 |
Formulas/recipes | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 33,754 | 10,471 |
Accumulated Amortization | (11,525) | (7,824) |
Net Carrying Amount | 22,229 | 2,647 |
Computer software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 111,094 | 78,039 |
Accumulated Amortization | (53,158) | (40,999) |
Net Carrying Amount | $ 57,936 | $ 37,040 |
Estimated Amortization Expense
Estimated Amortization Expense on Intangible Assets (Detail) $ in Thousands | Sep. 30, 2016USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,016 | $ 109,918 |
2,017 | 112,818 |
2,018 | 106,314 |
2,019 | 104,562 |
2,020 | $ 102,660 |
Accounts Payable and Accrued 68
Accounts Payable and Accrued Expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Accounts Payable and Accrued Liabilities [Line Items] | ||
Accounts payable | $ 473,009 | $ 202,065 |
Payroll and benefits | 68,853 | 27,467 |
Interest | 7,448 | 6,241 |
Taxes | 22,694 | 1,499 |
Health insurance, workers' compensation, and other insurance costs | 16,993 | 9,331 |
Marketing expenses | 11,965 | 7,435 |
Other accrued liabilities | 5,831 | 6,542 |
Total | $ 606,793 | $ 260,580 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Taxes [Line Items] | ||||
Effective income tax rate | 29.30% | 29.40% | 29.30% | 31.80% |
Reversal of tax reserves assumed in prior acquisitions | $ 2.2 | |||
Decrease in total amount of unrecognized tax benefits within the next 12 months | 6 | $ 6 | ||
Unrecognized tax benefits that would affect net income | 3.6 | $ 3.6 | ||
Other (income) expense, net | ||||
Income Taxes [Line Items] | ||||
Indemnification assets write-off | $ 2.2 |
Long-Term Debt (Detail)
Long-Term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Tax increment financing and other debt | $ 4,312 | $ 6,002 |
Total outstanding debt | 2,942,875 | 1,244,502 |
Deferred financing costs | (35,017) | (7,868) |
Less current portion | (58,099) | (14,893) |
Total long-term debt | 2,849,759 | 1,221,741 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Revolving credit facility | 279,000 | 353,000 |
Term Loan A | ||
Debt Instrument [Line Items] | ||
Term Loan | 289,875 | 295,500 |
Term Loan A-1 | ||
Debt Instrument [Line Items] | ||
Term Loan | 182,500 | 190,000 |
Term Loan A 2 | ||
Debt Instrument [Line Items] | ||
Term Loan | 1,012,188 | |
2022 Notes | ||
Debt Instrument [Line Items] | ||
Senior notes | 400,000 | $ 400,000 |
2024 Notes | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 775,000 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) $ in Millions | Feb. 01, 2016 | Sep. 30, 2016 |
Debt Instrument [Line Items] | ||
Fees related to amended and restated credit agreement | $ 20.3 | |
Average interest rate on debt outstanding | 2.47% | |
Term Loan A 2 | ||
Debt Instrument [Line Items] | ||
Debt instrument, leverage ratio | 350.00% | |
Term loan maturity date | Feb. 1, 2021 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Revolving credit facility maturity date | Feb. 1, 2021 | |
Term Loan A | ||
Debt Instrument [Line Items] | ||
Term loan maturity date | Feb. 1, 2021 | |
Term Loan A-1 | ||
Debt Instrument [Line Items] | ||
Term loan maturity date | Feb. 1, 2021 |
Long-Term Debt - Additional I72
Long-Term Debt - Additional Information - Revolving Credit Facility (Detail) - USD ($) | Feb. 01, 2016 | Mar. 31, 2016 | Sep. 30, 2016 |
Direct And Indirect Guarantor Subsidiaries | |||
Debt Instrument [Line Items] | |||
Ownership percentage of direct and indirect guarantor subsidiary | 100.00% | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Revolving credit facility available | $ 571,300,000 | ||
Revolving credit facility - maximum borrowing capacity | $ 900,000,000 | ||
Letters of credit facility issued but undrawn | $ 49,700,000 | ||
Revolving credit availability reduced by undrawn letters of credit | There were $49.7 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 | $ 75,000,000 | ||
Revolving Credit Facility | Prior Credit Agreement | |||
Debt Instrument [Line Items] | |||
Term loan maturity date | May 6, 2019 | ||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Description of interest rate options | The interest rates under the Amended and Restated Credit Agreement are based on the Company's consolidated leverage ratio | ||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.25% | ||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 3.00% | ||
Revolving Credit Facility | 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 | ||
Revolving Credit Facility | Base Rate Margin | Minimum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 0.25% | ||
Revolving Credit Facility | Base Rate Margin | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 2.00% |
Long-Term Debt - Additional I73
Long-Term Debt - Additional Information - Term Loan A (Detail) - Term Loan A - USD ($) $ in Thousands | Feb. 01, 2016 | May 06, 2014 | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||
Term loan maturity date | Feb. 1, 2021 | |||
Term loan - issuance amount | $ 300,000 | |||
Frequency of payments | Quarterly | |||
Term loans | $ 289,875 | $ 295,500 | ||
Prior Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Term loan maturity date | May 6, 2021 | |||
London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Description of interest rate options | The interest rates applicable to Term Loan A 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 | 3.00% | |||
Base Rate Margin | ||||
Debt Instrument [Line Items] | ||||
Description of interest rate options | The interest rates applicable to Term Loan A 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 | 2.00% |
Long-Term Debt - Additional I74
Long-Term Debt - Additional Information - Term Loan A-1 (Detail) - Term Loan A-1 - USD ($) $ in Thousands | Feb. 01, 2016 | Jul. 29, 2014 | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||
Term loan maturity date | Feb. 1, 2021 | |||
Term loan - issuance amount | $ 200,000 | |||
Term loans | $ 182,500 | $ 190,000 | ||
Payment frequency | Quarterly | |||
London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Description of interest rate options | The interest rates applicable to Term Loan A-1 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 | 3.00% | |||
Base Rate Margin | ||||
Debt Instrument [Line Items] | ||||
Description of interest rate options | The interest rates applicable to Term Loan A-1 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 | 2.00% | |||
Prior Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Term loan maturity date | May 6, 2019 |
Long-Term Debt - Additional I75
Long-Term Debt - Additional Information - Term Loan A-2 (Detail) - Term Loan A 2 - USD ($) $ in Thousands | Feb. 01, 2016 | Sep. 30, 2016 |
Debt Instrument [Line Items] | ||
Term loan maturity date | Feb. 1, 2021 | |
Term loan - issuance amount | $ 1,025,000 | |
Term loans | $ 1,012,188 | |
Payment frequency | Quarterly | |
Payment start date | Jun. 30, 2016 | |
London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Description of interest rate options | The interest rates applicable to Term Loan A-2 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 | 3.00% | |
Base Rate Margin | ||
Debt Instrument [Line Items] | ||
Description of interest rate options | The interest rates applicable to Term Loan A-2 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 | 2.00% |
Long-Term Debt - Additional I76
Long-Term Debt - Additional Information - 2022 Notes (Detail) - USD ($) $ in Millions | Mar. 11, 2014 | Mar. 31, 2014 | Sep. 30, 2016 |
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. | ||
2018 Notes | |||
Debt Instrument [Line Items] | |||
Stated debt interest rate | 7.75% | 7.75% | |
Term loan maturity date | Mar. 1, 2018 | ||
Debt Instrument, Redemption, Period One | 2022 Notes | |||
Debt Instrument [Line Items] | |||
Redemption prices, plus accrued and unpaid interest, Percentage | 100.00% | ||
Senior notes, early redemption end date | Mar. 15, 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. 15, 2017 |
Long-Term Debt - Additional I77
Long-Term Debt - Additional Information - 2024 Notes (Detail) - USD ($) $ in Millions | Jan. 29, 2016 | Sep. 30, 2016 |
2024 Notes | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount | $ 775 | |
Stated debt interest rate | 6.00% | |
Term loan maturity date | Feb. 15, 2024 | |
Net proceeds from the issuance of the 2024 Notes | $ 760.7 | |
Effective interest rate on senior notes | 6.23% | |
Interest payment dates of 2024 Notes | February 15 and August 15 of each year, beginning August 15, 2016 | |
Senior notes, redemption rate of principal amount | 101.00% | |
2024 Notes | Debt Instrument, Redemption, Period One | ||
Debt Instrument [Line Items] | ||
Senior notes, early redemption description | The Company may redeem some or all of the 2024 Notes at any time on or after February 15, 2019 at the applicable redemption prices described in the Indenture plus accrued and unpaid interest, if any, up to but not including the redemption date | |
Senior notes, early redemption start date | Feb. 15, 2019 | |
2024 Notes | Debt Instrument, Redemption, Period Two | ||
Debt Instrument [Line Items] | ||
Senior notes, early redemption description | In addition, prior to February 15, 2019, the Company may redeem all or a portion of the 2024 Notes at a price equal to 100% of the principal amount plus the "make-whole" premium set forth in the Indenture plus accrued and unpaid interest, if any, up to but not including the redemption date. | |
Senior notes, redemption rate of principal amount | 100.00% | |
Senior notes, early redemption end date | Feb. 15, 2019 | |
2024 Notes | Debt Instrument, Redemption, Period Three | ||
Debt Instrument [Line Items] | ||
Senior notes, early redemption description | The Company may also redeem up to 40% of the 2024 Notes prior to February 15, 2019 with the net cash proceeds received from certain equity offerings at the redemption price set forth in the Indenture. | |
Senior notes, early redemption end date | Feb. 15, 2019 | |
Senior notes, redemption rate of principal amount | 40.00% | |
2022 Notes and 2024 Notes | ||
Debt Instrument [Line Items] | ||
Indenture accreted amount due and payable percentage | 25.00% |
Long-Term Debt - Additional I78
Long-Term Debt - Additional Information - Tax Increment Financing (Detail) - Tax Increment Financing - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | Dec. 15, 2001 | |
Debt Instrument [Line Items] | ||
Tax Increment Financing - issuance amount | $ 4 | |
Maturity Date | May 1, 2019 | |
Tax increment financing | $ 1 | |
Stated debt interest rate | 7.16% | |
Discussion on use of funds | On December 15, 2001, the Urban Redevelopment Authority of Pittsburgh ("URA") issued $4.0 million of redevelopment bonds, pursuant to a "Tax Increment Financing Plan" to assist with certain aspects of the development and construction of the Company's Pittsburgh, Pennsylvania facilities. The agreement was transferred to the Company as part of the acquisition of the soup and infant feeding business. |
Long-Term Debt - Additional I79
Long-Term Debt - Additional Information - Interest Rate Swap Agreements (Detail) - Interest rate swap | 1 Months Ended |
Jun. 30, 2016USD ($) | |
Debt Instrument [Line Items] | |
Derivative notional amount | $ 500,000,000 |
Weighted average fixed interest rate | 0.86% |
Derivative contract, term | 37 months |
Derivative contract, date entered | Jan. 31, 2017 |
Derivative contract, date matures | Feb. 28, 2020 |
Minimum | |
Debt Instrument [Line Items] | |
Borrowing cost percentage on swapped principal | 2.11% |
Maximum | |
Debt Instrument [Line Items] | |
Borrowing cost percentage on swapped principal | 3.86% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Feb. 01, 2016 | Jan. 26, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Stockholders Equity Note [Line Items] | ||||
Common stock, shares authorized | 90,000,000 | 90,000,000 | ||
Common stock, par value | $ 0.01 | $ 0.01 | ||
Proceeds from issuance of stock | $ 835,131 | |||
Net proceeds recorded in additional paid-in capital | $ 2,067,569 | $ 1,207,167 | ||
Common stock, shares issued | 56,729,000 | 43,126,000 | ||
Common stock, shares outstanding | 56,729,000 | 43,126,000 | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||
Preferred stock, par value | $ 0.01 | $ 0.01 | ||
Private brands business of ConAgra Foods | ||||
Stockholders Equity Note [Line Items] | ||||
Shares issuable, in relation to the acquisition, shares | 13,269,230 | |||
Shares issuable, in relation to the acquisition, price per share | $ 65 | |||
Shares issuable, in relation to the acquisition, value | $ 862,500 | |||
Proceeds from issuance of stock | $ 835,100 | 835,100 | ||
Net proceeds recorded in additional paid-in capital | 835,000 | |||
Net proceeds recorded in common stock at par value | $ 100 |
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) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Schedule of Weighted Average Number of Diluted Shares Outstanding [Line Items] | |||||
Net income (loss) | $ 37,174 | $ 28,441 | $ 49,476 | $ 77,655 | |
Weighted average common shares outstanding | 56,804 | 43,168 | 55,350 | 43,004 | |
Assumed exercise/vesting of equity awards | [1] | 647 | 553 | 687 | 668 |
Weighted average diluted common shares outstanding | 57,451 | 43,721 | 56,037 | 43,672 | |
Net earnings per basic share | $ 0.65 | $ 0.66 | $ 0.89 | $ 1.81 | |
Net earnings per diluted share | $ 0.65 | $ 0.65 | $ 0.88 | $ 1.78 | |
[1] | Incremental shares from equity awards are computed using the treasury stock method. Equity awards, excluded from our computation of diluted earnings per share because they were anti-dilutive, were 0.4 million and 0.7 million for the three and nine months ended September 30, 2016, respectively, and 0.7 million for the three and nine months ended September 30, 2015. |
Summary of Effect of Share-Ba82
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 | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Schedule of Weighted Average Number of Diluted Shares Outstanding [Line Items] | ||||
Equity awards, excluded from computation of diluted earnings | 0.4 | 0.7 | 0.7 | 0.7 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jun. 27, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 8,500 | $ 5,000 | $ 22,784 | $ 15,503 | |
Tax benefit recognized related to the compensation cost of share-based awards | 3,100 | $ 1,700 | $ 8,300 | $ 5,400 | |
Employee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation arrangement, award vesting period | 3 years | ||||
Share based compensation arrangement, award expiration period | 10 years | ||||
Compensation costs, unrecognized | $ 15,000 | $ 15,000 | |||
Compensation costs, recognition weighted average remaining period (in years) | 2 years 3 months 18 days | ||||
Weighted average expected volatility | 25.11% | ||||
Weighted average risk-free interest rate | 1.16% | ||||
Expected term | 6 years | ||||
Expected dividends | 1.16% | ||||
Weighted average grant date fair | $ 26.01 | ||||
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% | ||||
Employee Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock units, vested | 142,000 | ||||
Employee 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% | ||||
Employee 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% | ||||
Employee 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, earned and deferred | 89,000 | 89,000 | |||
Stock units, vested | 22,000 | ||||
Employee Restricted Stock Units and Director Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation costs, unrecognized | $ 35,700 | $ 35,700 | |||
Compensation costs, recognition weighted average remaining period (in years) | 2 years 2 months 12 days | ||||
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 | $ 14,300 | $ 14,300 | |||
Compensation costs, recognition weighted average remaining period (in years) | 2 years 4 months 24 days | ||||
Performance units converted into shares of common stock | 85,249 | ||||
Stock units, vested | 110,926 | 85,000 | |||
Conversion ratio of awards vesting | 130.00% | ||||
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% | ||||
TreeHouse Foods, Inc. Equity and Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum number of shares available to be awarded | 12,300,000 | 12,300,000 | |||
Shares available | 2,100,000 | 2,100,000 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Employee And Director Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding, Beginning Balance | $ 57.18 | |
Granted | 96.85 | |
Forfeited | 79.09 | |
Exercised | 51.28 | |
Outstanding, Ending Balance | 65.17 | $ 57.18 |
Vested/expected to vest, at September 30, 2016 | 64.36 | |
Exercisable, at September 30, 2016 | $ 52.22 | |
Outstanding, Ending Balance | 6 years 3 months 18 days | 6 years 2 months 12 days |
Vested/expected to vest, at September 30, 2016 | 6 years 2 months 12 days | |
Exercisable, at September 30, 2016 | 4 years 8 months 12 days | |
Outstanding, Ending Balance | $ 52,098 | $ 41,793 |
Vested/expected to vest, at September 30, 2016 | 51,906 | |
Exercisable, at September 30, 2016 | $ 48,749 | |
Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding, Beginning Balance | 1,918 | |
Granted | 456 | |
Forfeited | (86) | |
Exercised | (148) | |
Outstanding, Ending Balance | 2,140 | 1,918 |
Vested/expected to vest, at September 30, 2016 | 2,077 | |
Exercisable, at September 30, 2016 | 1,374 | |
Director Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding, Beginning Balance | 20 | |
Outstanding, Ending Balance | 20 | 20 |
Vested/expected to vest, at September 30, 2016 | 20 | |
Exercisable, at September 30, 2016 | 20 |
Summary of Employee and Directo
Summary of Employee and Director Stock Option Highlights (Detail) - Employee And Director Stock Option - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 2 | $ 1.7 | $ 5.5 | $ 4.9 |
Intrinsic value of stock options exercised | 0.1 | 1 | 6.1 | 14.4 |
Tax benefit recognized from stock option exercises | $ 0.1 | $ 0.4 | $ 2.2 | $ 5.5 |
Summary of Restricted Stock and
Summary of Restricted Stock and Restricted Stock Unit Activity (Detail) shares in Thousands | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Employee Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning Balance | shares | 312 |
Granted | shares | 393 |
Vested | shares | (142) |
Forfeited | shares | (32) |
Ending Balance | shares | 531 |
Beginning Balance | $ 76.36 |
Granted | 91.44 |
Vested | 74.79 |
Forfeited | 82.51 |
Ending Balance | $ 87.59 |
Director Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning Balance | shares | 111 |
Granted | shares | 15 |
Vested | shares | (22) |
Ending Balance | shares | 104 |
Beginning Balance | $ 52.60 |
Granted | 98.78 |
Vested | 58.56 |
Forfeited | 76.30 |
Ending Balance | $ 57.78 |
Summary of Employee and Direc87
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 | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 4.9 | $ 2.8 | $ 12.9 | $ 8.9 |
Fair value of vested restricted stock units | 2.8 | 0.9 | 15.9 | 13.9 |
Tax benefit recognized from vested restricted stock units | $ 1 | $ 0.3 | $ 5.7 | $ 4.8 |
Summary of Performance Unit Act
Summary of Performance Unit Activity (Detail) - Performance Units - $ / shares | Jun. 27, 2016 | Sep. 30, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning Balance | 271,000 | |
Granted | 100,000 | |
Vested | (110,926) | (85,000) |
Forfeited | (16,000) | |
Ending Balance | 270,000 | |
Beginning Balance | $ 74.13 | |
Granted | 98.28 | |
Vested | 66.01 | |
Forfeited | 79.90 | |
Ending Balance | $ 85.15 |
Summary of Performance Unit Hig
Summary of Performance Unit Highlights (Detail) - Performance Units - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 1.6 | $ 0.5 | $ 4.4 | $ 1.7 |
Fair value of vested performance units | $ (1.8) | 0.6 | 9.6 | 5.1 |
Tax benefit recognized from performance units vested | $ 0.2 | $ 4.1 | $ 1.9 |
Components of Accumulated Other
Components of Accumulated Other Comprehensive Loss Net of Tax Except for Foreign Currency Translation Adjustment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning Balance | $ 1,854,859 | ||||
Other comprehensive income (loss) | 21,598 | $ (40,533) | |||
Reclassifications from accumulated other comprehensive loss | $ 258 | $ 256 | 774 | 767 | |
Other comprehensive (loss) income | (7,027) | (19,960) | 22,372 | (39,766) | |
Ending Balance | 2,787,245 | 2,787,245 | |||
Foreign Currency Translation | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning Balance | [1] | (100,512) | (51,326) | ||
Other comprehensive income (loss) | [1] | 21,598 | (40,533) | ||
Other comprehensive (loss) income | [1] | 21,598 | (40,533) | ||
Ending Balance | [1] | (78,914) | (91,859) | (78,914) | (91,859) |
Unrecognized Pension and Postretirement Benefits | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning Balance | [2] | (12,956) | (13,005) | ||
Reclassifications from accumulated other comprehensive loss | [2] | 774 | 767 | ||
Other comprehensive (loss) income | [2] | 774 | 767 | ||
Ending Balance | [2] | (12,182) | (12,238) | (12,182) | (12,238) |
Accumulated Other Comprehensive Loss | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning Balance | (113,468) | (64,331) | |||
Ending Balance | $ (91,096) | $ (104,097) | $ (91,096) | $ (104,097) | |
[1] | The foreign currency translation adjustment is not net of tax, as it pertains to the Company's permanent investments in its Canadian and Italian subsidiaries. | ||||
[2] | The unrecognized pension and postretirement benefits reclassification is presented net of tax of $475 thousand and $474 thousand for the nine months ended September 30, 2016 and 2015, respectively. The reclassification is included in the computation of net periodic pension and postretirement cost, which is recorded in the Cost of sales and General and administrative lines of the Condensed Consolidated Statements of Income. |
Components of Accumulated Oth91
Components of Accumulated Other Comprehensive Loss Net of Tax Except for Foreign Currency Translation Adjustment (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Pension and postretirement reclassification adjustment, tax | $ 159 | $ 158 | $ 475 | $ 474 |
Reclassifications from Accumula
Reclassifications from Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Reclassifications from accumulated other comprehensive loss, Net of tax | $ 258 | $ 256 | $ 774 | $ 767 | |
Prior service costs | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Reclassifications from accumulated other comprehensive loss, before tax | [1] | 35 | 36 | 105 | 109 |
Unrecognized net loss | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Reclassifications from accumulated other comprehensive loss, before tax | [1] | 382 | 378 | 1,144 | 1,132 |
Unrecognized Pension and Postretirement Benefits | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Reclassifications from accumulated other comprehensive loss, before tax | 417 | 414 | 1,249 | 1,241 | |
Income taxes | $ 159 | $ 158 | 475 | 474 | |
Reclassifications from accumulated other comprehensive loss, Net of tax | [2] | $ 774 | $ 767 | ||
[1] | These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement cost, and are recorded in the Cost of sales and General and administrative lines of the Condensed Consolidated Statements of Income. | ||||
[2] | The unrecognized pension and postretirement benefits reclassification is presented net of tax of $475 thousand and $474 thousand for the nine months ended September 30, 2016 and 2015, respectively. The reclassification is included in the computation of net periodic pension and postretirement cost, which is recorded in the Cost of sales and General and administrative lines of the Condensed Consolidated Statements of Income. |
Employee Retirement and Postr93
Employee Retirement and Postretirement Benefits - Additional Information (Detail) | 9 Months Ended | |
Sep. 30, 2016USD ($) | Feb. 01, 2016USD ($)plan | |
Private brands business of ConAgra Foods | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of pension plans acquired | plan | 3 | |
Number of postretirement benefit plan acquired | plan | 1 | |
Net unfunded liability associated with pension and postretirement benefit plans | $ (76,100,000) | |
Postretirement Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Expected contribution for benefit plans in the remaining current fiscal year | $ 200,000 | |
Pension Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Contribution to pension plans | 3,100,000 | |
Expected contribution for benefit plans in the remaining current fiscal year | $ 0 |
Components of Net Periodic Cost
Components of Net Periodic Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Pension Benefits | ||||
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||||
Service cost | $ 1,279 | $ 621 | $ 3,607 | $ 1,864 |
Interest cost | 4,092 | 713 | 11,163 | 2,138 |
Expected return on plan assets | (4,468) | (765) | (12,162) | (2,295) |
Amortization of unrecognized prior service cost | 53 | 53 | 158 | 157 |
Amortization of unrecognized net loss | 383 | 365 | 1,148 | 1,095 |
Net periodic pension cost | 1,339 | 987 | 3,914 | 2,959 |
Postretirement Benefits | ||||
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||||
Service cost | 21 | 5 | 59 | 15 |
Interest cost | 348 | 38 | 938 | 113 |
Amortization of unrecognized prior service cost | (18) | (17) | (53) | (49) |
Amortization of unrecognized net loss | (1) | 13 | (4) | 38 |
Net periodic pension cost | $ 350 | $ 39 | $ 940 | $ 117 |
Other Operating Expense (Detail
Other Operating Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Other Operating Income Expense Net [Line Items] | ||||
Restructuring | $ 4,890 | $ 154 | $ 8,973 | $ 504 |
Other | 395 | 1,311 | ||
Total other operating expense, net | $ 5,285 | $ 154 | $ 10,284 | $ 504 |
Supplemental Cash Flow Inform96
Supplemental Cash Flow Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Schedule of Cash Flow, Supplemental [Line Items] | ||
Interest paid | $ 80,769 | $ 36,601 |
Income taxes paid | 49,528 | 35,064 |
Accrued purchase of property and equipment | 15,467 | 3,971 |
Accrued other intangible assets | $ 4,385 | $ 1,569 |
Supplemental Cash Flow Inform97
Supplemental Cash Flow Information - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Schedule of Cash Flow, Supplemental [Line Items] | ||
Restricted stock, restricted stock units and performance units, vesting shares | $ 26.8 | $ 19 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Detail) | 1 Months Ended | 9 Months Ended |
Jun. 30, 2016USD ($) | Sep. 30, 2016USD ($)galMWlbDTHbu | |
Interest rate swap | ||
Derivative [Line Items] | ||
Derivative notional amount | $ | $ 500,000,000 | |
Weighted average fixed interest rate | 0.86% | |
Derivative contract, term | 37 months | |
Derivative contract, date entered | Jan. 31, 2017 | |
Derivative contract, date matures | Feb. 28, 2020 | |
Foreign Currency Contract | ||
Derivative [Line Items] | ||
Derivative notional amount | $ | $ 37,500,000 | |
Derivative, expiration period | Throughout 2016 and early 2017 | |
Electricity Contract | ||
Derivative [Line Items] | ||
Derivative, expiration period | Throughout 2,016 | |
Notional amount outstanding | MW | 14,612 | |
Diesel Contract | ||
Derivative [Line Items] | ||
Derivative, expiration period | Throughout 2,016 | |
Notional amount outstanding | gal | 4,000,000 | |
Natural Gas Contract | ||
Derivative [Line Items] | ||
Derivative, expiration period | Throughout 2,016 | |
Notional amount outstanding | DTH | 600,000 | |
Corn Contract | ||
Derivative [Line Items] | ||
Derivative, expiration period | Throughout early 2017 | |
Notional amount outstanding | bu | 900,000 | |
Plastics Contracts | ||
Derivative [Line Items] | ||
Derivative, expiration period | Throughout 2,016 | |
Notional amount outstanding | lb | 7,200,000 | |
Flour Contract | ||
Derivative [Line Items] | ||
Derivative, expiration period | Throughout 2,016 | |
Notional amount outstanding | bu | 300,000 |
Derivative, Fair Value, and Loc
Derivative, Fair Value, and Location on Condensed Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value [Line Items] | ||
Asset derivative, fair value | $ 2,531 | $ 1,356 |
Liability derivative, fair value | 1,093 | 3,778 |
Commodity contracts | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivative, fair value | 563 | |
Commodity contracts | Accounts payable and accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivative, fair value | 1,093 | 3,778 |
Foreign Currency Contract | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivative, fair value | 1,120 | $ 1,356 |
Interest rate swap | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivative, fair value | $ 848 |
Gains and Losses on Derivative
Gains and Losses on Derivative Contracts (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Mark to market unrealized gain (loss), commodity | $ 6,830 | $ (2,017) | $ 3,860 | $ 378 |
Realized (loss) gain | (1,202) | (827) | (4,152) | (2,126) |
Total (loss) gain | 5,628 | (2,844) | (292) | (1,748) |
Commodity contracts | Other (income) expense, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Mark to market unrealized gain (loss), commodity | 2,305 | (834) | 3,248 | 207 |
Commodity contracts | Selling and distribution | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Realized (loss) gain | 119 | (1,508) | (896) | (3,268) |
Foreign Currency Contract | Other (income) expense, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Mark to market unrealized gain (loss), Derivative | 2,083 | (1,183) | (236) | 171 |
Foreign Currency Contract | Cost of sales | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Realized (loss) gain | (1,321) | $ 681 | (3,256) | $ 1,142 |
Interest rate swap | Other (income) expense, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Mark to market unrealized gain (loss), Derivative | $ 2,442 | $ 848 |
Carrying Value and Fair Value o
Carrying Value and Fair Value of Financial Instruments (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liability | $ (1,093) | $ (3,778) |
Carrying Value | Fair Value, Inputs, Level 2 | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Revolving Credit Facility | (279,000) | (353,000) |
Carrying Value | Fair Value, Inputs, Level 2 | Term Loan A | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan | (289,875) | (295,500) |
Carrying Value | Fair Value, Inputs, Level 2 | Term Loan A-1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan | (182,500) | (190,000) |
Carrying Value | Fair Value, Inputs, Level 2 | Term Loan A 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan | (1,012,188) | |
Carrying Value | Fair Value, Inputs, Level 2 | 2022 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes | (400,000) | (400,000) |
Carrying Value | Fair Value, Inputs, Level 2 | 2024 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes | (775,000) | |
Carrying Value | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 10,117 | 8,388 |
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 | (530) | (3,778) |
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 (liability) | 1,120 | 1,356 |
Carrying Value | Fair Value, Measurements, Recurring | Interest rate swap | Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liability | 848 | |
Fair Value | Fair Value, Inputs, Level 2 | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Revolving Credit Facility | (274,485) | (352,932) |
Fair Value | Fair Value, Inputs, Level 2 | Term Loan A | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan | (290,329) | (294,327) |
Fair Value | Fair Value, Inputs, Level 2 | Term Loan A-1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan | (182,731) | (190,200) |
Fair Value | Fair Value, Inputs, Level 2 | Term Loan A 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan | (1,013,471) | |
Fair Value | Fair Value, Inputs, Level 2 | 2022 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes | (416,500) | (383,000) |
Fair Value | Fair Value, Inputs, Level 2 | 2024 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes | (832,156) | |
Fair Value | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 10,117 | 8,388 |
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 | (530) | (3,778) |
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 (liability) | 1,120 | $ 1,356 |
Fair Value | Fair Value, Measurements, Recurring | Interest rate swap | Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liability | $ 848 |
Financial Information Relating
Financial Information Relating to Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Segment Reporting Information [Line Items] | |||||
Net sales | $ 1,586,850 | $ 798,638 | $ 4,398,412 | $ 2,340,991 | |
Direct operating income | 192,024 | 112,864 | 544,515 | 333,401 | |
selling and distribution expenses | (102,141) | (44,887) | (291,976) | (133,482) | |
Costs of sales | (1,301,317) | (639,941) | (3,622,510) | (1,878,486) | |
Operating (loss) income | 77,590 | 62,228 | 148,110 | 163,445 | |
Other expense | (24,982) | (21,953) | (78,107) | (49,582) | |
Income (loss) before income taxes | 52,608 | 40,275 | 70,003 | 113,863 | |
North American Retail Grocery | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 1,305,872 | 597,775 | 3,599,506 | 1,768,938 | |
Direct operating income | 159,124 | 83,864 | 442,757 | 242,220 | |
Food Away From Home | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 157,371 | 94,601 | 394,704 | 280,726 | |
Direct operating income | 16,469 | 12,892 | 51,434 | 39,454 | |
Industrial and Export | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 123,511 | 106,262 | 414,047 | 291,327 | |
Direct operating income | 16,431 | 16,108 | 50,324 | 51,727 | |
Unallocated Amount to Segment | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 96 | (9,845) | |||
selling and distribution expenses | (7,219) | (1,431) | (29,917) | (6,552) | |
Costs of sales | [1] | (1,509) | 2,377 | (20,827) | 2,174 |
Unallocated corporate expense and other | $ (105,706) | $ (51,582) | $ (345,661) | $ (165,578) | |
[1] | Includes charges related to restructurings and other costs managed at corporate. |
Segment and Geographic Infor103
Segment and Geographic Information and Major Customers - Additional Information (Detail) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Sales Revenue, Net | Customer Concentration Risk | Walmart Stores, Inc. and affiliates | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 18.20% | 20.80% |
Outside of the United States | Sales Revenue, Net | Customer Concentration Risk | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 8.90% | 11.80% |
Outside of the United States | Property, Plant and Equipment | Geographic Concentration Risk | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 10.80% | 8.30% |
Canada | Sales Revenue, Net | Geographic Concentration Risk | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 7.10% | 10.70% |
Net Sale by Major Products (Det
Net Sale by Major Products (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 1,586,850 | $ 798,638 | $ 4,398,412 | $ 2,340,991 |
Snack Nuts | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 355,901 | 172,581 | 967,296 | 484,461 |
Retail Bakery | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 167,036 | 438,899 | ||
Cookies and Crackers | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 157,196 | 420,435 | ||
Cereals | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 144,154 | 37,253 | 395,331 | 114,540 |
Pasta and Dry Dinners | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 144,959 | 31,077 | 380,507 | 94,012 |
Beverages | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 118,487 | 101,622 | 343,892 | 305,292 |
Salad Dressings | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 94,082 | 85,757 | 291,671 | 270,101 |
Sauces | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 84,977 | 52,908 | 248,660 | 170,134 |
Pickles | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 81,194 | 85,544 | 248,122 | 243,013 |
Soup and infant feeding | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 92,478 | 94,807 | 238,619 | 253,129 |
Beverage Enhancers | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 73,627 | 80,028 | 226,673 | 244,557 |
Jams | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 29,765 | 13,365 | 79,631 | 37,587 |
Aseptic products | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 25,215 | 26,600 | 76,580 | 80,570 |
Other products | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 17,779 | $ 17,096 | $ 42,096 | $ 43,595 |
Condensed Supplemental Consolid
Condensed Supplemental Consolidating Balance Sheet (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||||
Cash and cash equivalents | $ 47,227 | $ 34,919 | $ 22,883 | $ 51,981 |
Investments | 10,117 | 8,388 | ||
Accounts receivable, net | 384,901 | 203,198 | ||
Inventories, net | 1,040,978 | 584,115 | ||
Assets held for sale | 2,674 | |||
Prepaid expenses and other current assets | 75,966 | 16,583 | ||
Total current assets | 1,561,863 | 847,203 | ||
Property, plant, and equipment, net | 1,364,672 | 541,528 | ||
Goodwill | 2,774,764 | 1,649,794 | ||
Intangible and other assets, net | 1,221,933 | 664,271 | ||
Total assets | 6,923,232 | 3,702,796 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 606,793 | 260,580 | ||
Current portion of long-term debt | 58,099 | 14,893 | ||
Total current liabilities | 664,892 | 275,473 | ||
Long-term debt | 2,849,759 | 1,221,741 | ||
Deferred income taxes | 416,079 | 279,108 | ||
Other long-term liabilities | 205,257 | 71,615 | ||
Stockholders' equity | 2,787,245 | 1,854,859 | ||
Total liabilities and stockholders' equity | 6,923,232 | 3,702,796 | ||
Eliminations | ||||
Current assets: | ||||
Prepaid expenses and other current assets | (16,618) | |||
Total current assets | (16,618) | |||
Investment in subsidiaries | (5,804,471) | (2,750,381) | ||
Deferred income taxes | (20,187) | (18,092) | ||
Total assets | (5,824,658) | (2,785,091) | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | (16,618) | |||
Total current liabilities | (16,618) | |||
Deferred income taxes | (20,187) | (18,092) | ||
Stockholders' equity | (5,804,471) | (2,750,381) | ||
Total liabilities and stockholders' equity | (5,824,658) | (2,785,091) | ||
Parent Company | ||||
Current assets: | ||||
Cash and cash equivalents | 10,384 | 18,706 | ||
Accounts receivable, net | 17 | |||
Prepaid expenses and other current assets | 34,725 | 17,625 | ||
Total current assets | 34,725 | 28,026 | ||
Property, plant, and equipment, net | 28,010 | 26,294 | ||
Investment in subsidiaries | 5,285,565 | 2,411,532 | ||
Intercompany accounts receivable (payable), net | 329,823 | 582,267 | ||
Deferred income taxes | 20,187 | 18,092 | ||
Intangible and other assets, net | 53,148 | 46,041 | ||
Total assets | 5,751,458 | 3,112,252 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 51,870 | 16,526 | ||
Current portion of long-term debt | 54,834 | 11,621 | ||
Total current liabilities | 106,704 | 28,147 | ||
Long-term debt | 2,848,712 | 1,219,011 | ||
Other long-term liabilities | 8,797 | 10,235 | ||
Stockholders' equity | 2,787,245 | 1,854,859 | ||
Total liabilities and stockholders' equity | 5,751,458 | 3,112,252 | ||
Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 10 | 91 | 1,449 | 1,690 |
Accounts receivable, net | 328,103 | 182,524 | ||
Inventories, net | 923,607 | 510,255 | ||
Assets held for sale | 2,674 | |||
Prepaid expenses and other current assets | 22,941 | 6,608 | ||
Total current assets | 1,277,335 | 699,478 | ||
Property, plant, and equipment, net | 1,189,389 | 470,639 | ||
Goodwill | 2,644,106 | 1,526,004 | ||
Investment in subsidiaries | 518,906 | 338,849 | ||
Intercompany accounts receivable (payable), net | (313,490) | (553,408) | ||
Intangible and other assets, net | 1,053,752 | 504,127 | ||
Total assets | 6,369,998 | 2,985,689 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 488,394 | 239,316 | ||
Current portion of long-term debt | 3,132 | 3,116 | ||
Total current liabilities | 491,526 | 242,432 | ||
Long-term debt | 779 | 2,398 | ||
Deferred income taxes | 401,522 | 272,910 | ||
Other long-term liabilities | 190,606 | 56,417 | ||
Stockholders' equity | 5,285,565 | 2,411,532 | ||
Total liabilities and stockholders' equity | 6,369,998 | 2,985,689 | ||
Non-Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 47,217 | 24,444 | $ 21,434 | $ 31,585 |
Investments | 10,117 | 8,388 | ||
Accounts receivable, net | 56,798 | 20,657 | ||
Inventories, net | 117,371 | 73,860 | ||
Prepaid expenses and other current assets | 18,300 | 8,968 | ||
Total current assets | 249,803 | 136,317 | ||
Property, plant, and equipment, net | 147,273 | 44,595 | ||
Goodwill | 130,658 | 123,790 | ||
Intercompany accounts receivable (payable), net | (16,333) | (28,859) | ||
Intangible and other assets, net | 115,033 | 114,103 | ||
Total assets | 626,434 | 389,946 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 66,529 | 21,356 | ||
Current portion of long-term debt | 133 | 156 | ||
Total current liabilities | 66,662 | 21,512 | ||
Long-term debt | 268 | 332 | ||
Deferred income taxes | 34,744 | 24,290 | ||
Other long-term liabilities | 5,854 | 4,963 | ||
Stockholders' equity | 518,906 | 338,849 | ||
Total liabilities and stockholders' equity | $ 626,434 | $ 389,946 |
Condensed Supplemental Conso106
Condensed Supplemental Consolidating Statement of Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | $ 1,586,850 | $ 798,638 | $ 4,398,412 | $ 2,340,991 |
Cost of sales | 1,301,317 | 639,941 | 3,622,510 | 1,878,486 |
Gross profit | 285,533 | 158,697 | 775,902 | 462,505 |
Selling, general and administrative expense | 174,020 | 81,422 | 536,556 | 252,784 |
Amortization expense | 28,638 | 14,893 | 80,952 | 45,772 |
Other operating expense, net | 5,285 | 154 | 10,284 | 504 |
Operating (loss) income | 77,590 | 62,228 | 148,110 | 163,445 |
Interest expense | 30,749 | 10,914 | 87,955 | 33,978 |
Interest income | (108) | (265) | (3,569) | (2,228) |
Other expense (income), net | 5,659 | 11,304 | 6,279 | (17,832) |
Income (loss) before income taxes | 52,608 | 40,275 | 70,003 | 113,863 |
Income taxes (benefit) | 15,434 | 11,834 | 20,527 | 36,208 |
Net income (loss) | 37,174 | 28,441 | 49,476 | 77,655 |
Eliminations | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | (81,938) | (53,689) | (222,396) | (171,224) |
Cost of sales | (81,938) | (53,689) | (222,396) | (171,224) |
Interest expense | (1,219) | (1,406) | (3,585) | (4,322) |
Interest income | 1,219 | 1,406 | 3,585 | 4,322 |
Equity in net income (loss) of subsidiaries | (79,251) | (46,535) | (180,913) | (130,037) |
Net income (loss) | (79,251) | (46,535) | (180,913) | (130,037) |
Parent Company | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Selling, general and administrative expense | 23,512 | 15,418 | 100,128 | 48,459 |
Amortization expense | 2,319 | 2,070 | 6,778 | 5,941 |
Operating (loss) income | (25,831) | (17,488) | (106,906) | (54,400) |
Interest expense | 30,928 | 10,376 | 87,357 | 32,806 |
Interest income | (5) | (16) | (2,233) | (1,447) |
Other expense (income), net | 1 | (5) | (1) | 7 |
Income (loss) before income taxes | (56,753) | (27,843) | (192,031) | (85,752) |
Income taxes (benefit) | (22,143) | (10,576) | (73,404) | (32,689) |
Equity in net income (loss) of subsidiaries | 71,784 | 45,708 | 168,103 | 130,718 |
Net income (loss) | 37,174 | 28,441 | 49,476 | 77,655 |
Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | 1,501,774 | 755,336 | 4,160,967 | 2,203,154 |
Cost of sales | 1,240,261 | 610,871 | 3,448,050 | 1,779,531 |
Gross profit | 261,513 | 144,465 | 712,917 | 423,623 |
Selling, general and administrative expense | 134,373 | 58,435 | 394,029 | 176,363 |
Amortization expense | 23,962 | 10,468 | 67,192 | 32,260 |
Other operating expense, net | 4,735 | 154 | 8,830 | 504 |
Operating (loss) income | 98,443 | 75,408 | 242,866 | 214,496 |
Interest expense | (103) | (231) | 188 | 151 |
Interest income | (1,005) | (1,406) | (3,928) | (4,322) |
Other expense (income), net | 435 | 9,054 | 2,501 | (14,845) |
Income (loss) before income taxes | 99,986 | 67,991 | 249,107 | 203,822 |
Income taxes (benefit) | 35,669 | 23,110 | 93,814 | 72,423 |
Equity in net income (loss) of subsidiaries | 7,467 | 827 | 12,810 | (681) |
Net income (loss) | 71,784 | 45,708 | 168,103 | 130,718 |
Non-Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | 167,014 | 96,991 | 459,841 | 309,061 |
Cost of sales | 142,994 | 82,759 | 396,856 | 270,179 |
Gross profit | 24,020 | 14,232 | 62,985 | 38,882 |
Selling, general and administrative expense | 16,135 | 7,569 | 42,399 | 27,962 |
Amortization expense | 2,357 | 2,355 | 6,982 | 7,571 |
Other operating expense, net | 550 | 1,454 | ||
Operating (loss) income | 4,978 | 4,308 | 12,150 | 3,349 |
Interest expense | 1,143 | 2,175 | 3,995 | 5,343 |
Interest income | (317) | (249) | (993) | (781) |
Other expense (income), net | 5,223 | 2,255 | 3,779 | (2,994) |
Income (loss) before income taxes | 9,375 | 127 | 12,927 | (4,207) |
Income taxes (benefit) | 1,908 | (700) | 117 | (3,526) |
Net income (loss) | $ 7,467 | $ 827 | $ 12,810 | $ (681) |
Condensed Supplemental Conso107
Condensed Supplemental Consolidating Statement of Comprehensive Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Condensed Financial Statements, Captions [Line Items] | |||||
Net income (loss) | $ 37,174 | $ 28,441 | $ 49,476 | $ 77,655 | |
Other comprehensive (loss) income: | |||||
Foreign currency translation adjustments | (7,285) | (20,216) | 21,598 | (40,533) | |
Pension and postretirement reclassification adjustment, net of tax | [1] | 258 | 256 | 774 | 767 |
Other comprehensive (loss) income | (7,027) | (19,960) | 22,372 | (39,766) | |
Comprehensive income (loss) | 30,147 | 8,481 | 71,848 | 37,889 | |
Eliminations | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net income (loss) | (79,251) | (46,535) | (180,913) | (130,037) | |
Other comprehensive (loss) income: | |||||
Equity in other comprehensive (loss) income of subsidiaries | 14,312 | 40,175 | (43,970) | 80,299 | |
Comprehensive income (loss) | (64,939) | (6,360) | (224,883) | (49,738) | |
Parent Company | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net income (loss) | 37,174 | 28,441 | 49,476 | 77,655 | |
Other comprehensive (loss) income: | |||||
Equity in other comprehensive (loss) income of subsidiaries | (7,027) | (19,960) | 22,372 | (39,766) | |
Comprehensive income (loss) | 30,147 | 8,481 | 71,848 | 37,889 | |
Guarantor Subsidiaries | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net income (loss) | 71,784 | 45,708 | 168,103 | 130,718 | |
Other comprehensive (loss) income: | |||||
Pension and postretirement reclassification adjustment, net of tax | 258 | 256 | 774 | 767 | |
Other comprehensive (loss) income | 258 | 256 | 774 | 767 | |
Equity in other comprehensive (loss) income of subsidiaries | (7,285) | (20,215) | 21,598 | (40,533) | |
Comprehensive income (loss) | 64,757 | 25,749 | 190,475 | 90,952 | |
Non-Guarantor Subsidiaries | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net income (loss) | 7,467 | 827 | 12,810 | (681) | |
Other comprehensive (loss) income: | |||||
Foreign currency translation adjustments | (7,285) | (20,216) | 21,598 | (40,533) | |
Other comprehensive (loss) income | (7,285) | (20,216) | 21,598 | (40,533) | |
Comprehensive income (loss) | $ 182 | $ (19,389) | $ 34,408 | $ (41,214) | |
[1] | Net of tax of $159 and $158 for the three months ended September 30, 2016 and 2015, respectively, and $475 and $474 for the nine months ended September 30, 2016 and 2015, respectively. |
Condensed Supplemental Conso108
Condensed Supplemental Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities | $ 294,715 | $ 169,190 |
Cash flows from investing activities: | ||
Additions to property, plant, and equipment | (131,942) | (57,188) |
Additions to intangible assets | (10,904) | (9,663) |
Acquisitions, less cash acquired | (2,644,364) | |
Proceeds from sale of fixed assets | 1,474 | 278 |
Purchase of investments | (795) | (572) |
Increase in restricted cash | (605) | |
Other | 4 | |
Net cash (used in) provided by investing activities | (2,787,132) | (67,145) |
Cash flows from financing activities: | ||
Net borrowing (repayment) of debt | 1,697,436 | (135,922) |
Payment of deferred financing costs | (34,328) | |
Net proceeds from issuance of common stock | 835,131 | |
Net (payments) receipts related to stock-based award activities | (1,053) | 1,221 |
Excess tax benefits from stock-based compensation | 3,676 | 5,004 |
Net cash provided by (used in) financing activities | 2,500,862 | (129,697) |
Effect of exchange rate changes on cash and cash equivalents | 3,863 | (1,446) |
(Decrease) increase in cash and cash equivalents | 12,308 | (29,098) |
Cash and cash equivalents, beginning of period | 34,919 | 51,981 |
Cash and cash equivalents, end of period | 47,227 | 22,883 |
Eliminations | ||
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities | (180,139) | (129,268) |
Cash flows from investing activities: | ||
Intercompany transfer | 45,977 | 121,911 |
Net cash (used in) provided by investing activities | 45,977 | 121,911 |
Cash flows from financing activities: | ||
Intercompany transfer | 134,162 | 7,357 |
Net cash provided by (used in) financing activities | 134,162 | 7,357 |
Parent Company | ||
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities | 90,485 | 82,140 |
Cash flows from investing activities: | ||
Additions to property, plant, and equipment | (2,780) | (286) |
Additions to intangible assets | (8,221) | (8,605) |
Intercompany transfer | 32,444 | (42,985) |
Acquisitions, less cash acquired | (2,687,722) | |
Net cash (used in) provided by investing activities | (2,666,279) | (51,876) |
Cash flows from financing activities: | ||
Net borrowing (repayment) of debt | 1,700,063 | (133,250) |
Payment of deferred financing costs | (34,328) | |
Intercompany transfer | 61,921 | 78,055 |
Net proceeds from issuance of common stock | 835,131 | |
Net (payments) receipts related to stock-based award activities | (1,053) | 1,221 |
Excess tax benefits from stock-based compensation | 3,676 | 5,004 |
Net cash provided by (used in) financing activities | 2,565,410 | (48,970) |
(Decrease) increase in cash and cash equivalents | (10,384) | (18,706) |
Cash and cash equivalents, beginning of period | 10,384 | 18,706 |
Guarantor Subsidiaries | ||
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities | 395,130 | 218,218 |
Cash flows from investing activities: | ||
Additions to property, plant, and equipment | (119,983) | (51,981) |
Additions to intangible assets | (2,683) | (932) |
Intercompany transfer | (78,421) | (78,928) |
Acquisitions, less cash acquired | 337 | |
Proceeds from sale of fixed assets | 1,474 | 174 |
Increase in restricted cash | (605) | |
Net cash (used in) provided by investing activities | (199,881) | (131,667) |
Cash flows from financing activities: | ||
Net borrowing (repayment) of debt | (2,589) | (2,579) |
Intercompany transfer | (192,741) | (84,213) |
Net cash provided by (used in) financing activities | (195,330) | (86,792) |
(Decrease) increase in cash and cash equivalents | (81) | (241) |
Cash and cash equivalents, beginning of period | 91 | 1,690 |
Cash and cash equivalents, end of period | 10 | 1,449 |
Non-Guarantor Subsidiaries | ||
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities | (10,761) | (1,900) |
Cash flows from investing activities: | ||
Additions to property, plant, and equipment | (9,179) | (4,921) |
Additions to intangible assets | (126) | |
Intercompany transfer | 2 | |
Acquisitions, less cash acquired | 43,021 | |
Proceeds from sale of fixed assets | 104 | |
Purchase of investments | (795) | (572) |
Other | 4 | |
Net cash (used in) provided by investing activities | 33,051 | (5,513) |
Cash flows from financing activities: | ||
Net borrowing (repayment) of debt | (38) | (93) |
Intercompany transfer | (3,342) | (1,199) |
Net cash provided by (used in) financing activities | (3,380) | (1,292) |
Effect of exchange rate changes on cash and cash equivalents | 3,863 | (1,446) |
(Decrease) increase in cash and cash equivalents | 22,773 | (10,151) |
Cash and cash equivalents, beginning of period | 24,444 | 31,585 |
Cash and cash equivalents, end of period | $ 47,217 | $ 21,434 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) $ in Thousands | Nov. 03, 2016USD ($)Facility | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) |
Subsequent Event [Line Items] | |||
Plant closure and downsize expected costs | $ 32,507 | ||
Plant closure and downsize charges expects to incur | 14,635 | ||
Asset Related Costs | |||
Subsequent Event [Line Items] | |||
Plant closure and downsize expected costs | 8,585 | ||
Plant closure and downsize charges expects to incur | 6,178 | ||
Employee Related Costs | |||
Subsequent Event [Line Items] | |||
Plant closure and downsize expected costs | 8,948 | ||
Plant closure and downsize charges expects to incur | 5,308 | ||
Other closure costs | |||
Subsequent Event [Line Items] | |||
Plant closure and downsize expected costs | 14,974 | ||
Plant closure and downsize charges expects to incur | $ 3,149 | ||
Delta Facility | North American Retail Grocery | Frozen Griddle Products | |||
Subsequent Event [Line Items] | |||
Production expected to cease, description | Production is expected to cease in early 2018. | ||
Delta Facility | Subsequent Event | North American Retail Grocery | |||
Subsequent Event [Line Items] | |||
Number of facilities company operates | Facility | 2 | ||
Battle Creek Facility | Subsequent Event | North American Retail Grocery | |||
Subsequent Event [Line Items] | |||
Restructuring period | 15 months | ||
Delta Facility and Battle Creek Facility | Scenario, Forecast | North American Retail Grocery | |||
Subsequent Event [Line Items] | |||
Plant closure and downsize charges expects to incur | $ 4,000 | ||
Delta Facility and Battle Creek Facility | Subsequent Event | North American Retail Grocery | |||
Subsequent Event [Line Items] | |||
Plant closure and downsize expected costs | $ 14,700 | ||
Plant closure and downsizing expected cash charge | 6,800 | ||
Delta Facility and Battle Creek Facility | Subsequent Event | North American Retail Grocery | Asset Related Costs | |||
Subsequent Event [Line Items] | |||
Plant closure and downsize expected costs | 7,900 | ||
Delta Facility and Battle Creek Facility | Subsequent Event | North American Retail Grocery | Employee Related Costs | |||
Subsequent Event [Line Items] | |||
Plant closure and downsize expected costs | 4,600 | ||
Delta Facility and Battle Creek Facility | Subsequent Event | North American Retail Grocery | Other closure costs | |||
Subsequent Event [Line Items] | |||
Plant closure and downsize expected costs | $ 2,200 |