Cover
Cover - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2024 | Apr. 30, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-32504 | |
Entity Registrant Name | TreeHouse Foods, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-2311383 | |
Entity Address, Address Line One | 2021 Spring Road, | |
Entity Address, Address Line Two | Suite 600 | |
Entity Address, City or Town | Oak Brook | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60523 | |
City Area Code | 708 | |
Local Phone Number | 483-1300 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | THS | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 52.6 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001320695 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 191.8 | $ 320.3 |
Receivables, net | 173.2 | 175.6 |
Inventories | 542.3 | 534 |
Prepaid expenses and other current assets | 48 | 24.9 |
Total current assets | 955.3 | 1,054.8 |
Property, plant, and equipment, net | 731 | 737.6 |
Operating lease right-of-use assets | 180.5 | 193 |
Goodwill | 1,823.1 | 1,824.7 |
Intangible assets, net | 246.4 | 257.4 |
Other assets, net | 25.3 | 39.1 |
Total assets | 3,961.6 | 4,106.6 |
Current liabilities: | ||
Accounts payable | 482.1 | 534.9 |
Accrued expenses | 146.9 | 169 |
Current portion of long-term debt | 0.3 | 0.4 |
Total current liabilities | 629.3 | 704.3 |
Long-term debt | 1,396.5 | 1,396 |
Operating lease liabilities | 153.2 | 165 |
Deferred income taxes | 111.3 | 111.4 |
Other long-term liabilities | 63.2 | 65.1 |
Total liabilities | 2,353.5 | 2,441.8 |
Commitments and contingencies (Note 16) | ||
Stockholders' equity: | ||
Preferred stock, par value $0.01 per share, 10.0 shares authorized, none issued | 0 | 0 |
Common stock, par value $0.01 per share, 90.0 shares authorized, 53.1 and 54.1 shares outstanding as of March 31, 2024 and December 31, 2023, respectively | 0.6 | 0.6 |
Treasury stock | (278.5) | (234.2) |
Additional paid-in capital | 2,225.3 | 2,223.4 |
Accumulated deficit | (260.6) | (248.9) |
Accumulated other comprehensive loss | (78.7) | (76.1) |
Total stockholders' equity | 1,608.1 | 1,664.8 |
Total liabilities and stockholders' equity | $ 3,961.6 | $ 4,106.6 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 90,000,000 | 90,000,000 |
Common stock, shares outstanding (in shares) | 53,100,000 | 54,100,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Income Statement [Abstract] | |||
Net sales | $ 820.7 | $ 854 | |
Cost of sales | 708.7 | 700.4 | |
Gross profit | 112 | 153.6 | |
Operating expenses: | |||
Selling and distribution | 42.9 | 44.7 | |
General and administrative | 55.8 | 53.4 | |
Amortization expense | 12.1 | 12 | |
Other operating expense, net | 6.4 | 2.6 | |
Total operating expenses | 117.2 | 112.7 | |
Operating (loss) income | (5.2) | 40.9 | |
Other expense: | |||
Interest expense | 15.6 | 17.8 | |
Interest income | (4) | (14.6) | |
Loss on foreign currency exchange | 3.4 | 0.3 | |
Other (income) expense, net | (4.9) | 9.7 | |
Total other expense | 10.1 | 13.2 | |
(Loss) income before income taxes | (15.3) | 27.7 | |
Income tax (benefit) expense | (3.6) | 7.3 | |
Net (loss) income from continuing operations | (11.7) | 20.4 | |
Net loss from discontinued operations | 0 | (5.2) | |
Net (loss) income | $ (11.7) | $ 15.2 | |
Earnings (loss) per common share - basic: | |||
Continuing operations (in usd per share) | $ (0.22) | $ 0.36 | |
Discontinued operations (in usd per share) | 0 | (0.09) | |
Earnings (loss) per share basic (in usd per share) | [1] | (0.22) | 0.27 |
Earnings (loss) per common share - diluted: | |||
Continuing operations (in usd per share) | (0.22) | 0.36 | |
Discontinued operations (in usd per share) | 0 | (0.09) | |
Earnings (loss) per share diluted (in usd per share) | [1] | $ (0.22) | $ 0.27 |
Weighted average common shares: | |||
Basic (in shares) | 53.8 | 56.1 | |
Diluted (in shares) | 53.8 | 56.7 | |
[1]The sum of the individual per share amounts may not add due to rounding. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net (loss) income | $ (11.7) | $ 15.2 |
Other comprehensive (loss) income: | ||
Foreign currency translation adjustments | (2.6) | 0.3 |
Other comprehensive (loss) income | (2.6) | 0.3 |
Comprehensive (loss) income | $ (14.3) | $ 15.5 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Millions | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2022 | 59,000,000 | |||||
Beginning balance at Dec. 31, 2022 | $ 1,687 | $ 0.6 | $ (133.3) | $ 2,205.4 | $ (302) | $ (83.7) |
Treasury stock, beginning balance (in shares) at Dec. 31, 2022 | (2,900,000) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 15.2 | 15.2 | ||||
Other comprehensive income (loss) | $ 0.3 | 0.3 | ||||
Treasury stock repurchases (in shares) | 0 | |||||
Issuance of stock awards (in shares) | 200,000 | |||||
Issuance of stock awards | $ (5.3) | (5.3) | ||||
Stock-based compensation | 7.2 | 7.2 | ||||
Ending balance (in shares) at Mar. 31, 2023 | 59,200,000 | |||||
Ending balance at Mar. 31, 2023 | $ 1,704.4 | $ 0.6 | $ (133.3) | 2,207.3 | (286.8) | (83.4) |
Treasury stock, ending balance (in shares) at Mar. 31, 2023 | (2,900,000) | |||||
Beginning balance (in shares) at Dec. 31, 2023 | 54,100,000 | 59,300,000 | ||||
Beginning balance at Dec. 31, 2023 | $ 1,664.8 | $ 0.6 | $ (234.2) | 2,223.4 | (248.9) | (76.1) |
Treasury stock, beginning balance (in shares) at Dec. 31, 2023 | (5,200,000) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (11.7) | (11.7) | ||||
Other comprehensive income (loss) | $ (2.6) | (2.6) | ||||
Treasury stock repurchases (in shares) | (1,200,000) | (1,200,000) | ||||
Treasury stock repurchases | $ (44.3) | $ (44.3) | ||||
Issuance of stock awards (in shares) | 200,000 | |||||
Issuance of stock awards | (3.8) | (3.8) | ||||
Stock-based compensation | $ 5.7 | 5.7 | ||||
Ending balance (in shares) at Mar. 31, 2024 | 53,100,000 | 59,500,000 | ||||
Ending balance at Mar. 31, 2024 | $ 1,608.1 | $ 0.6 | $ (278.5) | $ 2,225.3 | $ (260.6) | $ (78.7) |
Treasury stock, ending balance (in shares) at Mar. 31, 2024 | (6,400,000) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (11.7) | $ 15.2 |
Net loss from discontinued operations | 0 | (5.2) |
Net (loss) income from continuing operations | (11.7) | 20.4 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation and amortization | 36.6 | 35.1 |
Stock-based compensation | 5.7 | 7.2 |
Unrealized (gain) loss on derivative contracts | (7) | 5.9 |
Deferred TSA income | 0 | (12.3) |
Other | 5 | 0.7 |
Changes in operating assets and liabilities, net of acquisitions and divestitures: | ||
Receivables | 2.9 | 0.5 |
Inventories | (9.6) | (38.1) |
Prepaid expenses and other assets | (8.4) | (7.1) |
Accounts payable | (48.2) | (20.3) |
Accrued expenses and other liabilities | (17.7) | (22.5) |
Net cash used in operating activities - continuing operations | (52.4) | (30.5) |
Net cash used in operating activities - discontinued operations | 0 | (0.4) |
Net cash used in operating activities | (52.4) | (30.9) |
Cash flows from investing activities: | ||
Capital expenditures | (28.3) | (31.7) |
Proceeds from sale of fixed assets | 0.2 | 0 |
Net cash used in investing activities - continuing operations | (28.1) | (31.7) |
Net cash used in investing activities - discontinued operations | 0 | (0.3) |
Net cash used in investing activities | (28.1) | (32) |
Cash flows from financing activities: | ||
Borrowings under Revolving Credit Facility | 0 | 770.8 |
Payments under Revolving Credit Facility | 0 | (732.8) |
Payments on financing lease obligations | (0.1) | (0.2) |
Repurchases of common stock | (43.9) | 0 |
Payments related to stock-based award activities | (3.8) | (5.3) |
Net cash (used in) provided by financing activities - continuing operations | (47.8) | 32.5 |
Net cash (used in) provided by financing activities - discontinued operations | 0 | 0 |
Net cash (used in) provided by financing activities | (47.8) | 32.5 |
Effect of exchange rate changes on cash and cash equivalents | (0.2) | 2 |
Net decrease in cash and cash equivalents | (128.5) | (28.4) |
Cash and cash equivalents, beginning of period | 320.3 | 43 |
Cash and cash equivalents, end of period | 191.8 | 14.6 |
Supplemental cash flow disclosures: | ||
Interest paid | 26.3 | 27.4 |
Net income taxes paid | 0.6 | 5.5 |
Non-cash investing activities: | ||
Capital expenditures incurred but not yet paid | 11.7 | 14.8 |
Right-of-use assets obtained in exchange for lease obligations | (1.7) | 8.5 |
Note receivable increase from paid in kind interest | $ 0 | $ 1.1 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
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 accounting principles generally accepted in the United States of America ("GAAP") 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, 2023. Results of operations for interim periods are not necessarily indicative of annual results. Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation. Specifically, Additions to property, plant, and equipment and Additions to intangible assets have been condensed into Capital expenditures within the Cash flows from investing activities section of the Condensed Consolidated Statements of Cash Flows. Additionally, Accrued purchase of property and equipment and Accrued other intangible assets have been condensed into Capital expenditures incurred but not yet paid within the Non-cash investing activities section of the Condensed Consolidated Statements of Cash Flows. Use of Estimates The preparation of our Condensed Consolidated Financial Statements in conformity with GAAP requires management to use judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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. Summary of Significant Accounting Policies 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, 2023. Segment Information The Company manages operations on a company-wide basis, thereby making determinations as to the allocation of resources as one segment. We manufacture and distribute private label food and beverages in North America. Our products are primarily shelf stable and share similar customers and distribution. The Chief Executive Officer, who has been identified as our Chief Operating Decision Maker ("CODM") allocates resources and assesses performance based upon discrete financial information at the consolidated level. We have one segment manager who reports directly to the CODM with incentive compensation based on aggregated consolidated results of the Company. The annual operating plan is prepared and approved by the CODM based on consolidated results of the Company. We operate our business with a centralized financial systems infrastructure, and we share centralized resources for sales, procurement, and general and administrative activities. The majority of our manufacturing plants each produce one food or beverage category. Refer to Note 18 for disaggregation of revenue for additional information of our principal products sold. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | 2. RECENT ACCOUNTING PRONOUNCEMENTS Not yet adopted In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. Upon adoption, the impact of ASU 2023-07 will be limited to certain notes to the Consolidated Financial Statements and therefore is not expected to have an impact on the Consolidated Financial Statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to enhance the transparency and decision usefulness of income tax disclosures. The amendments are effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. Upon adoption, the impact of ASU 2023-09 will be limited to certain notes to the Consolidated Financial Statements and therefore is not expected to have an impact on the Consolidated Financial Statements. |
GROWTH, REINVESTMENT, AND RESTR
GROWTH, REINVESTMENT, AND RESTRUCTURING PROGRAMS | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
GROWTH, REINVESTMENT, AND RESTRUCTURING PROGRAMS | 3. GROWTH, REINVESTMENT, AND RESTRUCTURING PROGRAMS The Company’s Growth, Reinvestment, and Restructuring activities are part of an enterprise-wide transformation to build long-term sustainable growth and improve profitability for the Company. As part of our Growth, Reinvestment, and Restructuring Programs, we generally incur expenses that qualify as exit and disposal costs under U.S. GAAP. These include severance and employee separation costs and other exit costs. Severance and employee separation costs primarily relate to cash severance, non-cash severance, including accelerated equity award compensation expense, pension, and other termination benefits. Other exit costs typically relate to lease and contract terminations. We also incur expenses that are an integral component of, and directly attributable to, our Growth, Reinvestment, and Restructuring activities, which do not qualify as exit and disposal costs under U.S. GAAP. These include asset-related costs and other costs. Asset-related costs primarily relate to accelerated depreciation and certain long-lived asset impairments. Other costs primarily relate to start-up costs of new facilities, consulting and professional fees, retention costs, organizational redesign, information technology system implementation, asset relocation costs, and costs to exit facilities or production. Strategic Growth Initiatives The Company began executing on its Strategic Growth Initiatives in 2021 and completed the program in 2023. These initiatives were designed to invest in our commercial organization, adapt the supply chain to better support long-term growth opportunities, and further enable the Company to build greater depth in growth categories. The total costs within this program were $115.5 million, comprised of consulting and professional fees, employee-related costs, and investment in information technology. The costs incurred for the three months ended March 31, 2023 were $7.0 million. Facility Closures During the fourth quarter of 2023, the Company completed the closure of its Dallas, Texas Coffee facility in connection with the integration of the Coffee Roasting Capability and is transitioning production from Dallas to its Northlake, Texas facility in 2024. Additionally, during the first quarter of 2024, the Company announced the closure of its Sioux Falls, South Dakota facility in connection with the integration of the Seasoned Pretzel Capability and is transitioning production from Sioux Falls to its Hanover, Pennsylvania facility in 2024. The Company expects the total costs related to these facility closures to be approximately $15.0 million, and the cumulative costs incurred to date are $6.9 million. The costs incurred for the three months ended March 31, 2024 were $1.9 million. Below is a summary of costs by type associated with the Growth, Reinvestment, and Restructuring Programs: Three Months Ended 2024 2023 (In millions) Employee-related $ 2.6 $ 4.3 Other costs 4.1 11.0 Total $ 6.7 $ 15.3 For the three months ended March 31, 2024 and 2023, employee-related costs primarily consisted of retention and severance; and other costs primarily consisted of consulting services and third party costs related to facility plant closures. Employee-related and other costs are recognized in Other operating expense, net of the Condensed Consolidated Statements of Operations. The table below presents the exit cost liabilities related to severance activity for the Growth, Reinvestment, and Restructuring Programs as of March 31, 2024: Severance (In millions) Balance as of December 31, 2023 $ 5.4 Expenses recognized 0.9 Cash payments (3.0) Balance as of March 31, 2024 $ 3.3 |
RECEIVABLES SALES PROGRAM
RECEIVABLES SALES PROGRAM | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
RECEIVABLES SALES PROGRAM | 4. RECEIVABLES SALES PROGRAM The Company has entered into agreements to sell certain trade accounts receivable to unrelated, third-party financial institutions at a discount (collectively, the "Receivables Sales Program"). The agreements can be terminated by either party with 60 days' notice. The Receivables Sales Program is used by the Company to manage liquidity in a cost-effective manner. The Company has an insignificant retained interest in the receivables sold under the Receivables Sales Program; however, under the agreements, the Company does have collection and administrative responsibilities for the sold receivables. Under the Receivables Sales Program, the maximum amount of outstanding accounts receivables sold at any time is $500.0 million. The following table includes the outstanding amount of accounts receivable sold under the Receivables Sales Program and the receivables collected from customers and not remitted to the financial institutions: March 31, 2024 December 31, 2023 (In millions) Outstanding accounts receivable sold $ 243.2 $ 343.8 Receivables collected and not remitted to financial institutions 132.1 200.2 Receivables sold under the Receivables Sales Program are derecognized from the Company's Condensed Consolidated Balance Sheet at the time of the sale and the proceeds from such sales are reflected as a component of the change in receivables in the operating activities section of the Condensed Consolidated Statements of Cash Flows. The receivables collected and not remitted to financial institutions are included in Accounts payable in the Condensed Consolidated Balance Sheets. The following table summarizes the cash flows of the Company's accounts receivable associated with the Receivables Sales Program: Three Months Ended March 31, 2024 2023 (In millions) Receivables sold $ 243.2 $ 471.9 Receivables collected and remitted to financial institutions (343.8) (489.7) The loss on sale of receivables represents the discount taken by third-party financial institutions and was $2.0 million and $3.3 million for the three months ended March 31, 2024 and 2023, respectively, and is included in Other (income) expense, net in the Condensed Consolidated Statements of Operations. The Company has not recognized any servicing assets or liabilities as of March 31, 2024 or December 31, 2023, as the fair value of the servicing arrangement as well as the fees earned were not material to the financial statements. |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 5. INVENTORIES March 31, 2024 December 31, 2023 (In millions) Raw materials and supplies $ 235.6 $ 245.4 Finished goods 306.7 288.6 Total inventories $ 542.3 $ 534.0 |
ACQUISITIONS AND DIVESTITURES
ACQUISITIONS AND DIVESTITURES | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS AND DIVESTITURES | 6. ACQUISITIONS AND DIVESTITURES Acquisitions Acquisition of Pickle Branded Assets On January 2, 2024, the Company completed the acquisition of pickle branded assets, including Bick’s pickles, Habitant pickled beets, Woodman’s horseradish, and McLarens pickled onions brands (the "Pickle Branded Assets"), from The J.M. Smucker Co., a North American producer of coffee, consumer foods, dog snacks, and cat food. The acquisition is consistent with our strategy and builds depth in our Pickles category by expanding into Canada. The purchase consideration consisted of approximately $20.0 million in cash transferred at close, and subsequent to March 31, 2024, the Company transferred an additional $5.9 million as a purchase price adjustment resulting in a final total purchase price of $25.9 million. The purchase of the Pickle Branded Assets was accounted for as an Asset Acquisition. The following table summarizes the purchase price allocation of the fair value of net tangible and intangible assets acquired: (In millions) Cash transferred at close $ 20.0 Purchase price adjustment 5.9 Total consideration transferred $ 25.9 Allocation of consideration to assets acquired: Inventories $ 25.2 Trademarks 0.7 Total purchase price $ 25.9 Intangible assets acquired included trademarks with an estimated life of 10 years. Acquisition of Coffee Roasting Capability On June 30, 2023, the Company completed the acquisition of the Direct Ship coffee business and its Northlake, Texas coffee facility (the "Coffee Roasting Capability") from Farmer Brothers Company, a national coffee roaster, wholesaler, equipment servicer and distributor of coffee, tea, and culinary products. The acquisition brings roasting, grinding, flavoring and blending capabilities to the Company's portfolio to complement the Company's existing single-serve pod and ready-to-drink coffee businesses. The purchase consideration consisted of approximately $90.6 million in cash. The acquisition was funded by borrowings from the Company’s $500.0 million Revolving Credit Facility. The following table summarizes the preliminary purchase price allocation of the fair value of net tangible assets acquired: (In millions) Cash transferred at close $ 92.2 Purchase price adjustment (1.6) Total consideration transferred $ 90.6 Allocation of consideration to assets acquired: Inventories $ 29.8 Property, plant, and equipment, net 60.8 Total purchase price $ 90.6 Real property and personal property fair values were determined using the cost and market approaches. The purchase price allocation in the table above is preliminary and subject to the finalization of the Company’s valuation analysis. Acquisition of Seasoned Pretzel Capability On April 1, 2023, the Company completed the acquisition of a seasoned pretzel capability for a total purchase price of $14.0 million, which included the recognition of $5.4 million within Goodwill in the Condensed Consolidated Balance Sheets based on the preliminary purchase price allocation. The purchase price consisted of approximately $10.0 million in cash and a deferred payment of $4.0 million due in the third quarter of 2024. The deferred payment is recognized within Accrued expenses in the Condensed Consolidated Balance Sheets as of March 31, 2024. The acquisition is in line with our strategy to build category leadership, depth and capabilities to drive profitable growth. Discontinued Operations Sale of the Snack Bars Business On September 29, 2023, the Company completed the sale of its Snack Bars business (the "Snack Bars Transaction" or the "Snack Bars Business") to John B. Sanfilippo & Son, Inc. for approximately $58.7 million in cash. The Snack Bars Business consists of manufacturing, packaging, and selling snack bars and operated in the Lakeville, Minnesota plant. The Snack Bars Transaction further advances the Company's enterprise-wide transformation to simplify its business and build depth around a focused group of high-growth categories. The Company entered into a Transition Services Agreement ("TSA") with John B. Sanfilippo & Son, Inc., which is designed to ensure and facilitate an orderly transfer of business operations. The TSA ended in the first quarter of 2024. TSA income is recognized as services are performed, and the income received under the TSA was $0.1 million for the three months ended March 31, 2024. The TSA income is classified within Other operating expense, net in the Company's Condensed Consolidated Statements of Operations. Sale of a Significant Portion of the Meal Preparation Business On October 3, 2022, the Company completed the sale of a significant portion of the Company’s Meal Preparation business (the "Meal Preparation Business") to two entities affiliated with Investindustrial: Rushmore Investment III LLC, a Delaware limited liability company ("US Buyer") and 1373978 B.C., ULC, a British Columbia unlimited liability company ("CA Buyer" and together with US Buyer, the "Buyer"). The closing purchase price was $963.8 million, and during the second quarter of 2023, a $20.3 million adjustment to the purchase price was finalized, resulting in a final purchase price of $943.5 million. The final purchase price consisted of approximately $522.6 million in cash and approximately $420.9 million in a five-year secured Seller Promissory Note. During the three months ended March 31, 2023, the Company recognized $10.7 million within Interest income in the Condensed Consolidated Statements of Operations related to the Seller Promissory Note. The Seller Promissory Note was repaid on October 19, 2023, and no interest income was recognized in 2024. Additionally, the Company recognized an expected loss on disposal adjustment of $4.5 million for the three months ended March 31, 2023. The Company entered into a Transition Services Agreement ("TSA") with the Buyer, which is designed to ensure and facilitate an orderly transfer of business operations. All TSA services are expected to be exited by the end of the second quarter of 2024. TSA income is recognized as services are performed, and the income received under the TSA was $0.4 million and $13.4 million for the three months ended March 31, 2024 and 2023, respectively. The TSA income is classified within Other operating expense, net in the Company's Condensed Consolidated Statements of Operations. The Company has reflected both of these transactions as discontinued operations. Unless otherwise noted, amounts and disclosures throughout these Notes to Condensed Consolidated Financial Statements relate to the Company's continuing operations. Results of discontinued operations are as follows: Three Months Ended 2023 (In millions) Net sales $ 40.8 Cost of sales 42.1 Selling, general, administrative and other operating expenses 0.3 Loss on sale of business 4.5 Operating loss from discontinued operations (6.1) Interest and other income (1.1) Income tax expense 0.2 Net loss from discontinued operations $ (5.2) |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | 7. GOODWILL AND INTANGIBLE ASSETS Goodwill Changes in the carrying amount of goodwill, which include no accumulated impairment losses, for the three months ended March 31, 2024 are as follows: Goodwill (In millions) Balance at December 31, 2023 $ 1,824.7 Foreign currency exchange adjustments (1.6) Balance at March 31, 2024 $ 1,823.1 Intangible Assets The gross carrying amounts and accumulated amortization of intangible assets as of March 31, 2024 and December 31, 2023 are as follows: March 31, 2024 December 31, 2023 Gross Accumulated Net Gross Accumulated Net (In millions) Intangible assets with finite lives: Customer-related $ 548.4 $ (372.0) $ 176.4 $ 549.3 $ (364.1) $ 185.2 Trademarks 19.4 (16.2) 3.2 18.7 (15.9) 2.8 Formulas/recipes 15.5 (15.0) 0.5 15.5 (14.9) 0.6 Computer software 209.8 (149.5) 60.3 209.0 (146.2) 62.8 Total finite lived intangibles 793.1 (552.7) 240.4 792.5 (541.1) 251.4 Intangible assets with indefinite lives: Trademarks 6.0 — 6.0 6.0 — 6.0 Total intangible assets $ 799.1 $ (552.7) $ 246.4 $ 798.5 $ (541.1) $ 257.4 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 8. INCOME TAXES Income taxes were recognized at effective rates of 23.5% for the three months ended March 31, 2024, compared to 26.4% for the three months ended March 31, 2023. The change in the Company's effective tax rate for the three months ended March 31, 2024 compared to 2023 is primarily driven by changes in the amount of non-deductible executive compensation and the tax effect of cross-border tax laws. 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. Management estimates that it is reasonably possible that the total amount of unrecognized tax benefits could decrease by as much as $1.0 million within the next 12 months, primarily as a result of the lapsing of statutes of limitations. Approximately all of the $1.0 million could affect net income when settled. The timing of cash settlement, if any, cannot be reasonably estimated for uncertain tax benefits. |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | 9. LONG-TERM DEBT March 31, 2024 December 31, 2023 (In millions) Term Loan A $ 316.4 $ 316.4 Term Loan A-1 588.6 588.6 2028 Notes 500.0 500.0 Finance leases 0.4 0.6 Total outstanding debt 1,405.4 1,405.6 Deferred financing costs (8.6) (9.2) Less current portion (0.3) (0.4) Total long-term debt $ 1,396.5 $ 1,396.0 Revolving Credit Facility — As of March 31, 2024, the Company had remaining availability of $471.0 million under its $500 million Revolving Credit Facility, and there were $29.0 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. Under the Credit Agreement, the Revolving Credit Facility matures on March 26, 2026. Fair Value — |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 10. STOCKHOLDERS' EQUITY Share Repurchase Authorization — On November 2, 2017, the Company announced that the Board of Directors adopted a stock repurchase program. The stock repurchase program authorizes the Company to repurchase up to $400 million of the Company's common stock at any time, or from time to time. Any repurchases under the program may be made by means of open market transactions, negotiated block transactions, or otherwise, including pursuant to a repurchase plan administered in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The size and timing of any repurchases will depend on price, market and business conditions, and other factors. The Company has the ability to make discretionary repurchases up to an annual cap of $150 million under the $400 million total authorization of which $122.8 million remained available under the stock repurchase program as of March 31, 2024. The stock repurchase program does not have an expiration date. Any shares repurchased will be held as treasury stock. During the three months ended March 31, 2024, the Company repurchased approximately 1.2 million shares of common stock at a weighted average share price of $36.61 for a total of $43.9 million. There were no shares repurchased during the three months ended March 31, 2023. Subsequent to March 31, 2024, the Company repurchased approximately 0.6 million shares of common stock at a weighted average share price of $36.95 for a total of $20.6 million. The Company accrued approximately $0.4 million of excise tax in connection with the share repurchases it completed during the quarter ended March 31, 2024, which was recorded as an adjustment to the cost basis of repurchased shares in treasury stock and within Accrued expenses on the Company’s Condensed Consolidated Balance Sheets as of March 31, 2024. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | 11. 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 (loss) per share: Three Months Ended 2024 2023 (In millions) Weighted average common shares outstanding 53.8 56.1 Assumed exercise/vesting of equity awards (1) — 0.6 Weighted average diluted common shares outstanding 53.8 56.7 (1) For the three months ended March 31, 2024, the weighted average common shares outstanding is the same for the computations of both basic and diluted shares outstanding because the Company had a net loss from continuing operations for the period. Equity awards, excluded from our computation of diluted earnings per share because they were anti-dilutive, were 0.6 million and 1.2 million for the three months ended March 31, 2024 and 2023, respectively. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 12. STOCK-BASED COMPENSATION The Board of Directors adopted, and the Company's stockholders approved, the "TreeHouse Foods, Inc. Equity and Incentive Plan" (the "Plan"). 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 authorized to be awarded under the Plan is approximately 22.5 million as of March 31, 2024. Total compensation expense related to stock-based payments and the related income tax benefit recognized in Net (loss) income from continuing operations are as follows: Three Months Ended 2024 2023 (In millions) Compensation expense related to stock-based payments $ 5.7 $ 7.2 Related income tax benefit 1.4 0.9 All amounts below include continuing and discontinued operations. Stock Options — Stock options granted under the Plan during 2022 have a three year vesting schedule, vest one-third on the second anniversary of the grant date and two-thirds on the third anniversary of the grant date, and expire ten years from the grant date. Stock options are generally only granted to employees and non-employee directors. The following table summarizes stock option activity during 2024: Employee Weighted Weighted Aggregate (In thousands) (In millions) Outstanding, at December 31, 2023 578 $ 64.20 5.1 $ — Expired (2) 80.42 Outstanding, at March 31, 2024 576 64.16 4.9 — Vested/expected to vest, at March 31, 2024 557 64.89 4.7 — Exercisable, at March 31, 2024 287 85.85 1.6 — Unrecognized compensation costs related to nonvested options totaled $1.7 million at March 31, 2024 and are expected to be recognized over a weighted average period of 1.1 years. Restricted Stock Units — Employee restricted stock unit awards generally vest based on the passage of time in approximately three equal installments on each of the first three Non-employee director restricted stock units generally vest on the first anniversary of the grant date. Certain non-employee directors have elected to defer receipt of their awards until either their departure from the Board of Directors or a specified date beyond the first anniversary of the grant date. The following table summarizes the restricted stock unit activity during the three months ended March 31, 2024: Employee Weighted Director Weighted (In thousands) (In thousands) Nonvested, at December 31, 2023 573 $ 41.57 45 $ 50.14 Granted 480 37.05 1 40.95 Vested (232) 41.20 — — Forfeited (40) 41.19 — — Nonvested, at March 31, 2024 781 38.92 46 49.86 Earned and deferred, at March 31, 2024 22 47.37 Three Months Ended 2024 2023 (In millions) Fair value of vested restricted stock units $ 8.8 $ 11.1 Tax benefit recognized from vested restricted stock units 1.4 1.6 Unrecognized compensation costs related to nonvested restricted stock units are approximately $29.2 million as of March 31, 2024 and will be recognized over a weighted average period of 2.3 years. The grant date fair value of the awards is equal to the Company's closing stock price on the grant date. Performance Units — Performance unit awards are granted to certain members of management. These awards contain both service and performance conditions, and for certain executive members of management, a market condition, in each case as described below. • For performance unit awards granted in 2021 through 2023, performance goals are set and measured annually with one-quarter of the units eligible to accrue for each year in the three-year performance period. Accrued shares are earned at the end of each performance period but remain subject to forfeiture until the third anniversary of the grant date. Additionally, for the cumulative three-year performance period, one-quarter of the units will accrue. For both the annual and cumulative shares, the earned shares are equal to the number of units granted multiplied by a predefined percentage generally between 0% and 200%, depending on the achievement of certain operating performance measures. • For performance unit awards granted in 2024, performance goals were established upfront and will be measured over a cumulative three-year performance period. The units will accrue each month, multiplied by a predefined percentage between 0% and 200%, depending on the achievement of certain operating performance measures. Accrued shares are not earned until the end of the full three-year performance period and remain subject to forfeiture until the third anniversary of the grant date. • For performance unit awards granted in 2021 through 2024, certain executive members of management received awards that were measured using a relative total shareholder return ("TSR") market condition over a three-year performance goal. The units will accrue, multiplied by a predefined percentage between 0% and 150% for years 2021 through 2023 and between 0% and 200% for 2024, for the relative TSR measure, depending on the achievement attainment over the three-year performance period based on the Company's absolute annualized TSR relative to the annualized TSR of a Peer Group. The fair value of the portion of the awards based on relative TSR was valued using a Monte Carlo simulation model with a grant-date fair value of $37.56 on approximately 35,800 units granted in 2024. • During the second quarter of 2022, the Company made grants to certain of the Company’s named executive officers and certain other executive officers of performance-based restricted stock units (the "PBRSU Awards"). The PBRSU Awards include a relative TSR market condition over a two-year performance period beginning on the date of grant. The units will accrue, multiplied by a predefined percentage between 0% to 450% for the relative TSR measure, depending on the achievement attainment over the two-year performance period based on Company’s absolute annualized TSR relative to the annualized TSR of the S&P Food & Beverage Select Industry Index (the "Index"). The fair value of the awards was valued using a Monte Carlo simulation model with a weighted average grant-date fair value of $58.36 on approximately 239,300 units granted in 2022. These awards will be converted to stock or cash, at the discretion of the Compensation Committee, generally, on the third anniversary of the grant date with the exception of the PBRSU Awards on the second anniversary. The Company intends to settle these awards in stock and has the shares available to do so. Performance unit awards with market conditions are valued using a Monte Carlo simulation model. Expected volatility is based on the historical volatility of the Company’s stock price, average Peer Group stock price, or the total return value of the Index. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of the grant with a term equivalent to the expected term of the award. The expected term is the time period from the grant date to the end of the performance period. The weighted average assumptions used in the Monte Carlo simulations were as follows: Three Months Ended 2024 Dividend yield 0 % Risk-free rate 4.50 % Expected volatility (TreeHouse Foods, Inc.) 34.34 % Expected volatility (Peer Group) 33.56 % Expected term (in years) 2.79 The following table summarizes the performance unit activity during the three months ended March 31, 2024: Performance Weighted (In thousands) Nonvested, at December 31, 2023 534 $ 47.44 Granted 143 36.95 Vested (45) 43.32 Forfeited (44) 50.99 Nonvested, at March 31, 2024 588 44.91 Three Months Ended 2024 2023 (In millions) Fair value of vested performance units $ 1.7 $ 3.7 Tax benefit recognized from performance units vested 0.1 0.4 Unrecognized compensation costs related to nonvested performance units are estimated to be approximately $10.0 million as of March 31, 2024 and are expected to be recognized over a weighted average period of 1.3 years. The fair value of the portion of the awards granted based on market conditions were valued using a Monte Carlo simulation model. For other awards, the grant date fair value is equal to the Company's closing stock price on the date of grant. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | 13. ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss consists of the following components, all of which are net of tax: Foreign Unrecognized Accumulated (In millions) Balance at December 31, 2022 $ (87.0) $ 3.3 $ (83.7) Other comprehensive income 0.3 — 0.3 Balance at March 31, 2023 $ (86.7) $ 3.3 $ (83.4) Balance at December 31, 2023 $ (84.2) $ 8.1 $ (76.1) Other comprehensive loss (2.6) — (2.6) Balance at March 31, 2024 $ (86.8) $ 8.1 $ (78.7) (1) The tax impact of the foreign currency translation adjustment and the unrecognized pension and postretirement benefits reclassification was insignificant for the three months ended March 31, 2024 and 2023. |
EMPLOYEE RETIREMENT AND POSTRET
EMPLOYEE RETIREMENT AND POSTRETIREMENT BENEFITS | 3 Months Ended |
Mar. 31, 2024 | |
Retirement Benefits [Abstract] | |
EMPLOYEE RETIREMENT AND POSTRETIREMENT BENEFITS | 14. EMPLOYEE RETIREMENT AND POSTRETIREMENT BENEFITS Pension, Profit Sharing, and Postretirement Benefits — Certain employees and retirees participate in pension and other postretirement benefit plans. Employee benefit plan obligations and expenses included in the Condensed Consolidated Financial Statements are determined based on plan assumptions, employee demographic data, including years of service and compensation, benefits and claims paid, and employer contributions. The information below includes the activities of the Company's continuing and discontinued operations. Components of net periodic pension cost are as follows: Three Months Ended 2024 2023 (In millions) Service cost $ 0.1 $ 0.1 Interest cost 2.6 3.2 Expected return on plan assets (2.7) (3.4) Amortization of unrecognized net loss 0.1 0.1 Net periodic pension cost $ 0.1 $ — Components of net periodic postretirement cost are as follows: Three Months Ended 2024 2023 (In millions) Interest cost $ 0.2 $ 0.2 Amortization of unrecognized net gain (0.1) (0.1) Net periodic postretirement cost $ 0.1 $ 0.1 The service cost components of net periodic pension and postretirement costs were recognized in Cost of sales and the other components were recognized in Other (income) expense, net of the Condensed Consolidated Statements of Operations. |
OTHER OPERATING EXPENSE, NET
OTHER OPERATING EXPENSE, NET | 3 Months Ended |
Mar. 31, 2024 | |
Other Income and Expenses [Abstract] | |
OTHER OPERATING EXPENSE, NET | 15. OTHER OPERATING EXPENSE, NET The Company incurred other operating expense, net, for the three months ended March 31, 2024 and 2023, which consisted of the following: Three Months Ended 2024 2023 (In millions) Growth, reinvestment, and restructuring programs (1) $ 6.7 $ 15.3 TSA income (2) (0.5) (13.4) Other 0.2 0.7 Other operating expense, net $ 6.4 $ 2.6 (1) Refer to Note 3 for more information. (2) Refer to Note 6 for more information. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 16. COMMITMENTS AND CONTINGENCIES Shareholder Class Action and Related Derivative Actions The Company, as nominal defendant, and certain of its directors, officers and former directors and officers are parties to the following shareholder derivative suits: (i) Wells v. Reed, et al. , Case No. 2016-CH-16359 (filed Dec. 22, 2016 in the Circuit Court of Cook County, Illinois), asserting state law claims for breach of fiduciary duty, unjust enrichment and corporate waste; and (ii) City of Ann Arbor Employees' Retirement System v. Reed, et al. , Case No. 2019-CH-06753 (filed June 3, 2019 in the Circuit Court of Cook County, Illinois), asserting claims breach of fiduciary duty, aiding and abetting breaches of fiduciary duty and contribution and indemnification from the individual defendants for losses incurred by the Company. Essentially, each of the complaints allege that TreeHouse, under the authority and control of the individual defendants: (i) made certain false and misleading statements regarding the Company's business, operations, and future prospects; and (ii) failed to disclose that (a) the Company's private label business was underperforming; (b) the Company's Flagstone Foods business was underperforming; (c) the Company's acquisition strategy was underperforming; (d) the Company had overstated its full-year 2016 guidance; and (e) TreeHouse's statements lacked reasonable basis. The complaints allege, among other things, that these actions artificially inflated the market price of TreeHouse common stock and resulted in harm to the Company, including the filing of the MPERS class action (see below). Each of these cases involves allegations similar to those in an earlier-filed, resolved federal securities class action, Public Employees' Retirement Systems of Mississippi v. TreeHouse Foods, Inc., et al., Case No. 1:16-cv-10632 (" MPERS" ) (filed Nov. 16, 2016), in the United States District Court for the Northern District of Illinois brought on behalf of a class of all purchasers of TreeHouse common stock from January 20, 2016 through and including November 2, 2016. The MPERS complaint asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder and was based on essentially the same facts described above. The parties filed a stipulation of settlement to resolve the MPERS class action for a cash payment of $27.0 million (funded by D&O insurance) in exchange for dismissal with prejudice of the class claims and full releases. After briefing, preliminary approval, notice and a hearing, on November 17, 2021, the Court granted final approval of the settlement and entered a final judgment dismissing the case with prejudice on a classwide basis. Due to the similarity of the derivative complaints, Ann Arbor was consolidated with Wells. On August 26, 2022, plaintiffs in the consolidated Wells case filed a second amended complaint, which was dismissed in its entirety with prejudice on March 15, 2023. The plaintiffs filed a notice of appeal on March 16, 2023, and the appeal was fully briefed as of August 17, 2023. On March 22, 2024, the Appellate Court reversed the state trial court’s dismissal of the consolidated amended complaint, the complaint was reinstated, and the case was remanded to the state trial court for further proceedings. Other Claims In addition, the Company is party in the ordinary course of business to certain claims, litigation, audits, and investigations. The Company will record an accrual for a loss contingency when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company believes it has established adequate accruals for liabilities that are probable and reasonably estimable that may be incurred in connection with any such currently pending or threatened matter. In the Company's opinion, the eventual resolution of such matters, either individually or in the aggregate, is not expected to have a material impact on the Company's financial position, results of operations, or cash flows. However, litigation is inherently unpredictable and resolutions or dispositions of claims or lawsuits by settlement or otherwise could have an adverse impact on our financial position, results of operations or cash flows for the reporting period in which any such resolution or disposition occurs. In February 2014, TreeHouse, along with its 100% owned subsidiaries, Bay Valley Foods, LLC and Sturm Foods, Inc., filed suit against Keurig Dr. Pepper Inc.'s wholly-owned subsidiary, Keurig Green Mountain ("KGM"), in the U.S. District Court for the Southern District of New York captioned TreeHouse Foods, Inc. et al. v. Green Mountain Coffee Roasters, Inc. et al . asserting claims under the federal antitrust laws, various state antitrust laws and unfair competition statutes, contending that KGM had monopolized alleged markets for single serve coffee brewers and single serve coffee pods. The Company is seeking monetary damages, declaratory relief, injunctive relief, and attorneys' fees. The matter remains pending, with summary judgment, motions to exclude certain expert opinions, and discovery sanctions motions fully briefed. On March 28, 2022, the Magistrate Judge issued a non-public Opinion and Order granting in part and denying in part the TreeHouse sanctions motion against KGM and denying the KGM sanctions motion against TreeHouse. KGM has appealed a portion of the Opinion and Order awarding sanctions to the Company. Most recently, the Judge appointed a special master to resolve disputes about whether certain portions of the case record could be made public. The special master made the last of his decisions on these disputes on January 5, 2024, and the Judge adopted all of the special master’s decisions on March 24, 2024. Following these decisions, the parties expect that public versions of summary judgment and other briefing will be filed in the near term. KGM is denying the allegations made by the Company in the litigation. The Company has not recorded any amount in its Condensed Consolidated Financial Statements as of March 31, 2024. |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS | 17. DERIVATIVE INSTRUMENTS Interest Rate Swap Agreements - 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. The Company has entered into long-term interest rate swap agreements to lock into a fixed interest rate base that have a notional value of $1,475.0 million as of March 31, 2024 and $1,175.0 million as of December 31, 2023. Under the terms of the agreements, the weighted average fixed interest rate base for the $875.0 million of interest rate swaps maturing on February 28, 2025 is approximately 2.91%, and for the $600.0 million of interest rate swaps effective February 28, 2025 through February 29, 2028, is approximately 3.68%. Commodity Contracts - Certain commodities the Company uses in the production and distribution of its 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 accounts for the contracts as derivatives. The Company's derivative commodity contracts may include contracts for diesel, oil, plastics, resin, 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, plastics, and resin are used to manage the Company's risk associated with the underlying commodity cost of a significant component used in packaging materials. Other 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 March 31, 2024 and December 31, 2023, the notional value of the commodity contracts outstanding was $64.2 million and $24.4 million, respectively. These commodity contracts have maturities expiring throughout 2023 and 2024 as of March 31, 2024. The following table identifies the fair value of each derivative instrument: Balance Sheet Location March 31, 2024 December 31, 2023 (In millions) Asset derivatives Commodity contracts Prepaid expenses and other current assets $ 1.0 $ 1.9 Interest rate swap agreements Prepaid expenses and other current assets 17.5 — Interest rate swap agreements Other assets, net 2.9 17.9 $ 21.4 $ 19.8 Liability derivatives Commodity contracts Accrued expenses $ 0.3 $ 0.8 Interest rate swap agreements Accrued expenses 2.3 7.2 $ 2.6 $ 8.0 The fair values of the commodity 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 commodity contracts and interest rate swap agreements are based on an analysis comparing the contract rates to the market rates at the balance sheet date. We recognized the following gains and losses on our derivative contracts in the Condensed Consolidated Statements of Operations: Location of Gain (Loss) Three Months Ended Recognized in Net (Loss) Income 2024 2023 (In millions) Mark-to-market unrealized gain (loss) Commodity contracts Other (income) expense, net $ (0.4) $ 0.3 Interest rate swap agreements Other (income) expense, net 7.4 (6.2) Total unrealized gain (loss) $ 7.0 $ (5.9) Realized gain (loss) Commodity contracts Manufacturing related to Cost of sales and transportation related to Selling and distribution $ 1.5 $ — Interest rate swap agreements Interest expense 5.6 3.6 Total realized gain $ 7.1 $ 3.6 Total gain (loss) $ 14.1 $ (2.3) |
DISAGGREGATION OF REVENUE
DISAGGREGATION OF REVENUE | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
DISAGGREGATION OF REVENUE | 18. DISAGGREGATION OF REVENUE The principal products that comprise our different product category groups are as follows: Product Category Group Principal Products Snacking Candy; cookies; crackers; in-store bakery items; pretzels; and frozen griddle items Beverages & drink mixes Broths/stocks; non-dairy creamer; powdered beverages and other blends; ready-to-drink beverages; coffee; and tea Grocery Cheese & pudding; hot cereal; pickles; and refrigerated dough Revenue disaggregated by product category groups is as follows: Three Months Ended 2024 2023 (In millions) Snacking $ 314.8 $ 317.8 Beverages & drink mixes 267.7 291.3 Grocery 238.2 244.9 Total net sales $ 820.7 $ 854.0 Revenue disaggregated by sales channel is as follows: Three Months Ended 2024 2023 (In millions) Retail grocery $ 649.9 $ 679.2 Co-manufacturing 100.0 109.4 Food-away-from-home and other 70.8 65.4 Total net sales $ 820.7 $ 854.0 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net (loss) income | $ (11.7) | $ 15.2 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Reclassification | Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation. Specifically, Additions to property, plant, and equipment and Additions to intangible assets have been condensed into Capital expenditures within the Cash flows from investing activities section of the Condensed Consolidated Statements of Cash Flows. Additionally, Accrued purchase of property and equipment and Accrued other intangible assets have been condensed into Capital expenditures incurred but not yet paid within the Non-cash investing activities section of the Condensed Consolidated Statements of Cash Flows. |
Use of Estimates | Use of Estimates The preparation of our Condensed Consolidated Financial Statements in conformity with GAAP requires management to use judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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. |
Segment Information | Segment Information |
Recently Adopted Accounting Pronouncements Not yet adopted | Not yet adopted In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. Upon adoption, the impact of ASU 2023-07 will be limited to certain notes to the Consolidated Financial Statements and therefore is not expected to have an impact on the Consolidated Financial Statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to enhance the transparency and decision usefulness of income tax disclosures. The amendments are effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. Upon adoption, the impact of ASU 2023-09 will be limited to certain notes to the Consolidated Financial Statements and therefore is not expected to have an impact on the Consolidated Financial Statements. |
GROWTH, REINVESTMENT, AND RES_2
GROWTH, REINVESTMENT, AND RESTRUCTURING PROGRAMS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Aggregate Expenses Incurred Associated with Facility Closure | Below is a summary of costs by type associated with the Growth, Reinvestment, and Restructuring Programs: Three Months Ended 2024 2023 (In millions) Employee-related $ 2.6 $ 4.3 Other costs 4.1 11.0 Total $ 6.7 $ 15.3 |
Schedule of Activity of Restructuring Program Liabilities | The table below presents the exit cost liabilities related to severance activity for the Growth, Reinvestment, and Restructuring Programs as of March 31, 2024: Severance (In millions) Balance as of December 31, 2023 $ 5.4 Expenses recognized 0.9 Cash payments (3.0) Balance as of March 31, 2024 $ 3.3 |
RECEIVABLES SALES PROGRAM (Tabl
RECEIVABLES SALES PROGRAM (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
Schedule of Receivable Sales Program | The following table includes the outstanding amount of accounts receivable sold under the Receivables Sales Program and the receivables collected from customers and not remitted to the financial institutions: March 31, 2024 December 31, 2023 (In millions) Outstanding accounts receivable sold $ 243.2 $ 343.8 Receivables collected and not remitted to financial institutions 132.1 200.2 The following table summarizes the cash flows of the Company's accounts receivable associated with the Receivables Sales Program: Three Months Ended March 31, 2024 2023 (In millions) Receivables sold $ 243.2 $ 471.9 Receivables collected and remitted to financial institutions (343.8) (489.7) |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | March 31, 2024 December 31, 2023 (In millions) Raw materials and supplies $ 235.6 $ 245.4 Finished goods 306.7 288.6 Total inventories $ 542.3 $ 534.0 |
ACQUISITIONS AND DIVESTITURES (
ACQUISITIONS AND DIVESTITURES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions Consideration | The following table summarizes the purchase price allocation of the fair value of net tangible and intangible assets acquired: (In millions) Cash transferred at close $ 20.0 Purchase price adjustment 5.9 Total consideration transferred $ 25.9 Allocation of consideration to assets acquired: Inventories $ 25.2 Trademarks 0.7 Total purchase price $ 25.9 The following table summarizes the preliminary purchase price allocation of the fair value of net tangible assets acquired: (In millions) Cash transferred at close $ 92.2 Purchase price adjustment (1.6) Total consideration transferred $ 90.6 Allocation of consideration to assets acquired: Inventories $ 29.8 Property, plant, and equipment, net 60.8 Total purchase price $ 90.6 |
Schedule of Preliminary Purchase Price Allocation of Fair value of Net Tangible Assets Acquired | The following table summarizes the purchase price allocation of the fair value of net tangible and intangible assets acquired: (In millions) Cash transferred at close $ 20.0 Purchase price adjustment 5.9 Total consideration transferred $ 25.9 Allocation of consideration to assets acquired: Inventories $ 25.2 Trademarks 0.7 Total purchase price $ 25.9 The following table summarizes the preliminary purchase price allocation of the fair value of net tangible assets acquired: (In millions) Cash transferred at close $ 92.2 Purchase price adjustment (1.6) Total consideration transferred $ 90.6 Allocation of consideration to assets acquired: Inventories $ 29.8 Property, plant, and equipment, net 60.8 Total purchase price $ 90.6 |
Schedule of Discontinued Operations | Results of discontinued operations are as follows: Three Months Ended 2023 (In millions) Net sales $ 40.8 Cost of sales 42.1 Selling, general, administrative and other operating expenses 0.3 Loss on sale of business 4.5 Operating loss from discontinued operations (6.1) Interest and other income (1.1) Income tax expense 0.2 Net loss from discontinued operations $ (5.2) |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill, which include no accumulated impairment losses, for the three months ended March 31, 2024 are as follows: Goodwill (In millions) Balance at December 31, 2023 $ 1,824.7 Foreign currency exchange adjustments (1.6) Balance at March 31, 2024 $ 1,823.1 |
Schedule of Gross Carrying Amounts and Accumulated Amortization of Intangible Assets, with Finite Lives | The gross carrying amounts and accumulated amortization of intangible assets as of March 31, 2024 and December 31, 2023 are as follows: March 31, 2024 December 31, 2023 Gross Accumulated Net Gross Accumulated Net (In millions) Intangible assets with finite lives: Customer-related $ 548.4 $ (372.0) $ 176.4 $ 549.3 $ (364.1) $ 185.2 Trademarks 19.4 (16.2) 3.2 18.7 (15.9) 2.8 Formulas/recipes 15.5 (15.0) 0.5 15.5 (14.9) 0.6 Computer software 209.8 (149.5) 60.3 209.0 (146.2) 62.8 Total finite lived intangibles 793.1 (552.7) 240.4 792.5 (541.1) 251.4 Intangible assets with indefinite lives: Trademarks 6.0 — 6.0 6.0 — 6.0 Total intangible assets $ 799.1 $ (552.7) $ 246.4 $ 798.5 $ (541.1) $ 257.4 |
Schedule of Gross Carrying Amounts of Intangible Assets, with Indefinite Lives | The gross carrying amounts and accumulated amortization of intangible assets as of March 31, 2024 and December 31, 2023 are as follows: March 31, 2024 December 31, 2023 Gross Accumulated Net Gross Accumulated Net (In millions) Intangible assets with finite lives: Customer-related $ 548.4 $ (372.0) $ 176.4 $ 549.3 $ (364.1) $ 185.2 Trademarks 19.4 (16.2) 3.2 18.7 (15.9) 2.8 Formulas/recipes 15.5 (15.0) 0.5 15.5 (14.9) 0.6 Computer software 209.8 (149.5) 60.3 209.0 (146.2) 62.8 Total finite lived intangibles 793.1 (552.7) 240.4 792.5 (541.1) 251.4 Intangible assets with indefinite lives: Trademarks 6.0 — 6.0 6.0 — 6.0 Total intangible assets $ 799.1 $ (552.7) $ 246.4 $ 798.5 $ (541.1) $ 257.4 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | March 31, 2024 December 31, 2023 (In millions) Term Loan A $ 316.4 $ 316.4 Term Loan A-1 588.6 588.6 2028 Notes 500.0 500.0 Finance leases 0.4 0.6 Total outstanding debt 1,405.4 1,405.6 Deferred financing costs (8.6) (9.2) Less current portion (0.3) (0.4) Total long-term debt $ 1,396.5 $ 1,396.0 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Effect of Share-Based Compensation Awards on Weighted Average Number of Shares Outstanding Used in Calculating Diluted Earnings (Loss) 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 (loss) per share: Three Months Ended 2024 2023 (In millions) Weighted average common shares outstanding 53.8 56.1 Assumed exercise/vesting of equity awards (1) — 0.6 Weighted average diluted common shares outstanding 53.8 56.7 (1) For the three months ended March 31, 2024, the weighted average common shares outstanding is the same for the computations of both basic and diluted shares outstanding because the Company had a net loss from continuing operations for the period. Equity awards, excluded from our computation of diluted earnings per share because they were anti-dilutive, were 0.6 million and 1.2 million for the three months ended March 31, 2024 and 2023, respectively. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Total Compensation Expense | Total compensation expense related to stock-based payments and the related income tax benefit recognized in Net (loss) income from continuing operations are as follows: Three Months Ended 2024 2023 (In millions) Compensation expense related to stock-based payments $ 5.7 $ 7.2 Related income tax benefit 1.4 0.9 |
Schedule of Stock Option Activity | The following table summarizes stock option activity during 2024: Employee Weighted Weighted Aggregate (In thousands) (In millions) Outstanding, at December 31, 2023 578 $ 64.20 5.1 $ — Expired (2) 80.42 Outstanding, at March 31, 2024 576 64.16 4.9 — Vested/expected to vest, at March 31, 2024 557 64.89 4.7 — Exercisable, at March 31, 2024 287 85.85 1.6 — |
Schedule of Restricted Stock Unit Activity | The following table summarizes the restricted stock unit activity during the three months ended March 31, 2024: Employee Weighted Director Weighted (In thousands) (In thousands) Nonvested, at December 31, 2023 573 $ 41.57 45 $ 50.14 Granted 480 37.05 1 40.95 Vested (232) 41.20 — — Forfeited (40) 41.19 — — Nonvested, at March 31, 2024 781 38.92 46 49.86 Earned and deferred, at March 31, 2024 22 47.37 |
Schedule of Highlight of Restricted Stock Unit Activity | Three Months Ended 2024 2023 (In millions) Fair value of vested restricted stock units $ 8.8 $ 11.1 Tax benefit recognized from vested restricted stock units 1.4 1.6 |
Schedule of Assumptions Used in the Monte Carlo Simulation | The weighted average assumptions used in the Monte Carlo simulations were as follows: Three Months Ended 2024 Dividend yield 0 % Risk-free rate 4.50 % Expected volatility (TreeHouse Foods, Inc.) 34.34 % Expected volatility (Peer Group) 33.56 % Expected term (in years) 2.79 |
Schedule of Performance Unit Activity | The following table summarizes the performance unit activity during the three months ended March 31, 2024: Performance Weighted (In thousands) Nonvested, at December 31, 2023 534 $ 47.44 Granted 143 36.95 Vested (45) 43.32 Forfeited (44) 50.99 Nonvested, at March 31, 2024 588 44.91 |
Schedule of Highlight of Performance Unit Activity | Three Months Ended 2024 2023 (In millions) Fair value of vested performance units $ 1.7 $ 3.7 Tax benefit recognized from performance units vested 0.1 0.4 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Components of Accumulated Other Comprehensive Loss Net of Tax | Accumulated other comprehensive loss consists of the following components, all of which are net of tax: Foreign Unrecognized Accumulated (In millions) Balance at December 31, 2022 $ (87.0) $ 3.3 $ (83.7) Other comprehensive income 0.3 — 0.3 Balance at March 31, 2023 $ (86.7) $ 3.3 $ (83.4) Balance at December 31, 2023 $ (84.2) $ 8.1 $ (76.1) Other comprehensive loss (2.6) — (2.6) Balance at March 31, 2024 $ (86.8) $ 8.1 $ (78.7) (1) The tax impact of the foreign currency translation adjustment and the unrecognized pension and postretirement benefits reclassification was insignificant for the three months ended March 31, 2024 and 2023. |
EMPLOYEE RETIREMENT AND POSTR_2
EMPLOYEE RETIREMENT AND POSTRETIREMENT BENEFITS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Retirement Benefits [Abstract] | |
Schedule of Net Periodic Pension Cost and Postretirement Cost | Components of net periodic pension cost are as follows: Three Months Ended 2024 2023 (In millions) Service cost $ 0.1 $ 0.1 Interest cost 2.6 3.2 Expected return on plan assets (2.7) (3.4) Amortization of unrecognized net loss 0.1 0.1 Net periodic pension cost $ 0.1 $ — Components of net periodic postretirement cost are as follows: Three Months Ended 2024 2023 (In millions) Interest cost $ 0.2 $ 0.2 Amortization of unrecognized net gain (0.1) (0.1) Net periodic postretirement cost $ 0.1 $ 0.1 |
OTHER OPERATING EXPENSE, NET (T
OTHER OPERATING EXPENSE, NET (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Operating Expense, Net | The Company incurred other operating expense, net, for the three months ended March 31, 2024 and 2023, which consisted of the following: Three Months Ended 2024 2023 (In millions) Growth, reinvestment, and restructuring programs (1) $ 6.7 $ 15.3 TSA income (2) (0.5) (13.4) Other 0.2 0.7 Other operating expense, net $ 6.4 $ 2.6 (1) Refer to Note 3 for more information. (2) Refer to Note 6 for more information. |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivative Instrument | The following table identifies the fair value of each derivative instrument: Balance Sheet Location March 31, 2024 December 31, 2023 (In millions) Asset derivatives Commodity contracts Prepaid expenses and other current assets $ 1.0 $ 1.9 Interest rate swap agreements Prepaid expenses and other current assets 17.5 — Interest rate swap agreements Other assets, net 2.9 17.9 $ 21.4 $ 19.8 Liability derivatives Commodity contracts Accrued expenses $ 0.3 $ 0.8 Interest rate swap agreements Accrued expenses 2.3 7.2 $ 2.6 $ 8.0 |
Schedule of Gains and Losses on Derivative Contracts | We recognized the following gains and losses on our derivative contracts in the Condensed Consolidated Statements of Operations: Location of Gain (Loss) Three Months Ended Recognized in Net (Loss) Income 2024 2023 (In millions) Mark-to-market unrealized gain (loss) Commodity contracts Other (income) expense, net $ (0.4) $ 0.3 Interest rate swap agreements Other (income) expense, net 7.4 (6.2) Total unrealized gain (loss) $ 7.0 $ (5.9) Realized gain (loss) Commodity contracts Manufacturing related to Cost of sales and transportation related to Selling and distribution $ 1.5 $ — Interest rate swap agreements Interest expense 5.6 3.6 Total realized gain $ 7.1 $ 3.6 Total gain (loss) $ 14.1 $ (2.3) |
DISAGGREGATION OF REVENUE (Tabl
DISAGGREGATION OF REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Segment Revenue Disaggregated by Product Category and Sales Channel | Revenue disaggregated by product category groups is as follows: Three Months Ended 2024 2023 (In millions) Snacking $ 314.8 $ 317.8 Beverages & drink mixes 267.7 291.3 Grocery 238.2 244.9 Total net sales $ 820.7 $ 854.0 Revenue disaggregated by sales channel is as follows: Three Months Ended 2024 2023 (In millions) Retail grocery $ 649.9 $ 679.2 Co-manufacturing 100.0 109.4 Food-away-from-home and other 70.8 65.4 Total net sales $ 820.7 $ 854.0 |
BASIS OF PRESENTATION - Additio
BASIS OF PRESENTATION - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2024 segment_manager segment | |
Accounting Policies [Abstract] | |
Number of operating segments | segment | 1 |
Number of segment managers | segment_manager | 1 |
GROWTH, REINVESTMENT, AND RES_3
GROWTH, REINVESTMENT, AND RESTRUCTURING PROGRAMS - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 6.7 | $ 15.3 |
Strategic Growth Initiatives | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs incurred | 115.5 | |
Restructuring charges | $ 7 | |
Facility Closures | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs incurred | 6.9 | |
Restructuring charges | 1.9 | |
Expected cost | $ 15 |
GROWTH, REINVESTMENT, AND RES_4
GROWTH, REINVESTMENT, AND RESTRUCTURING PROGRAMS - Aggregate Expenses Incurred Associated with Facility Closure (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 6.7 | $ 15.3 |
Employee-related | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 2.6 | 4.3 |
Other costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 4.1 | $ 11 |
GROWTH, REINVESTMENT, AND RES_5
GROWTH, REINVESTMENT, AND RESTRUCTURING PROGRAMS - Reconciliation of Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring Reserve [Roll Forward] | ||
Expenses recognized | $ 6.7 | $ 15.3 |
Severance | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 5.4 | |
Cash payments | (3) | |
Ending Balance | 3.3 | |
Severance | Expenses recognized | ||
Restructuring Reserve [Roll Forward] | ||
Expenses recognized | $ 0.9 |
RECEIVABLES SALES PROGRAM - Add
RECEIVABLES SALES PROGRAM - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Receivables Sales Agreement [Line Items] | ||
Termination period | 60 days | |
Loss on sale of receivables | $ 2,000,000 | $ 3,300,000 |
Maximum | ||
Receivables Sales Agreement [Line Items] | ||
Receivables held for sale | $ 500,000,000 |
RECEIVABLES SALES PROGRAM - Acc
RECEIVABLES SALES PROGRAM - Accounts Receivable Sold the Receivable Sales Program (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Receivables [Abstract] | |||
Outstanding accounts receivable sold | $ 243.2 | $ 343.8 | |
Receivables collected and not remitted to financial institutions | 132.1 | $ 200.2 | |
Receivables sold | 243.2 | $ 471.9 | |
Receivables collected and remitted to financial institutions | $ (343.8) | $ (489.7) |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 235.6 | $ 245.4 |
Finished goods | 306.7 | 288.6 |
Total inventories | $ 542.3 | $ 534 |
ACQUISITIONS AND DIVESTITURES -
ACQUISITIONS AND DIVESTITURES - Acquisition Additional Information (Details) - USD ($) | 1 Months Ended | |||||
Jan. 02, 2024 | Jun. 30, 2023 | Apr. 01, 2023 | May 06, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 1,823,100,000 | $ 1,824,700,000 | ||||
Revolving Credit Facility | ||||||
Business Acquisition [Line Items] | ||||||
Revolving credit facility | $ 500,000,000 | $ 500,000,000 | ||||
Pickle Branded Assets | ||||||
Business Acquisition [Line Items] | ||||||
Cash transferred at close | $ 20,000,000 | |||||
Purchase price adjustment | 5,900,000 | |||||
Purchase price | $ 25,900,000 | |||||
Pickle Branded Assets | Trademarks | ||||||
Business Acquisition [Line Items] | ||||||
Estimated useful life of trademarks | 10 years | |||||
Pickle Branded Assets | Subsequent Event | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price adjustment | $ 5,900,000 | |||||
Purchase price | $ 25,900,000 | |||||
Coffee Roasting Capability | ||||||
Business Acquisition [Line Items] | ||||||
Cash transferred at close | 92,200,000 | |||||
Purchase price adjustment | (1,600,000) | |||||
Purchase price | $ 90,600,000 | |||||
Pretzel Business Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Cash transferred at close | $ 10,000,000 | |||||
Purchase price | 14,000,000 | |||||
Goodwill | 5,400,000 | |||||
Deferred payment | $ 4,000,000 |
ACQUISITIONS AND DIVESTITURES_2
ACQUISITIONS AND DIVESTITURES - Preliminary Purchase Price Allocation of Fair Value of Net Tangible Assets Acquired (Details) - USD ($) $ in Millions | Jan. 02, 2024 | Jun. 30, 2023 |
Pickle Branded Assets | ||
Business Acquisition [Line Items] | ||
Cash transferred at close | $ 20 | |
Purchase price adjustment | 5.9 | |
Total consideration transferred | 25.9 | |
Allocation of consideration to assets acquired: | ||
Inventories | 25.2 | |
Total purchase price | 25.9 | |
Pickle Branded Assets | Trademarks | ||
Allocation of consideration to assets acquired: | ||
Trademarks | $ 0.7 | |
Coffee Roasting Capability | ||
Business Acquisition [Line Items] | ||
Cash transferred at close | $ 92.2 | |
Purchase price adjustment | (1.6) | |
Total consideration transferred | 90.6 | |
Allocation of consideration to assets acquired: | ||
Inventories | 29.8 | |
Property, plant, and equipment, net | 60.8 | |
Total purchase price | $ 90.6 |
ACQUISITIONS AND DIVESTITURES_3
ACQUISITIONS AND DIVESTITURES - Divestures Additional Information (Details) | 3 Months Ended | ||||
Jun. 30, 2023 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Sep. 29, 2023 USD ($) | Oct. 03, 2022 USD ($) entity | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
TSA, income received | $ 500,000 | $ 13,400,000 | |||
Disposed of by sale | Snack Bars Business | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash consideration | $ 58,700,000 | ||||
TSA, income received | 100,000 | ||||
Disposed of by sale | Meal Preparation | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash consideration | $ 943,500,000 | $ 963,800,000 | |||
TSA, income received | 400,000 | 13,400,000 | |||
Number of purchasing entities | entity | 2 | ||||
Reduction in purchase price consideration | 20,300,000 | ||||
Proceeds from divestitures | 522,600,000 | ||||
Note receivable | $ 420,900,000 | ||||
Note receivable, term | 5 years | ||||
Interest income | $ 0 | 10,700,000 | |||
Loss on sale of business | $ 4,500,000 |
ACQUISITIONS AND DIVESTITURES_4
ACQUISITIONS AND DIVESTITURES - Results of Discontinued Operations on Income Statement (Details) - Disposed of by sale - Snack Bars Business and Meal Preparation $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Net sales | $ 40.8 |
Cost of sales | 42.1 |
Selling, general, administrative and other operating expenses | 0.3 |
Loss on sale of business | 4.5 |
Operating loss from discontinued operations | (6.1) |
Interest and other income | (1.1) |
Income tax expense | 0.2 |
Net loss from discontinued operations | $ (5.2) |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Changes in Carrying Amount of Goodwill (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Accumulated impairment losses | $ 0 |
Goodwill [Roll Forward] | |
Beginning Balance | 1,824,700,000 |
Foreign currency exchange adjustments | (1,600,000) |
Ending Balance | $ 1,823,100,000 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Gross Carrying Amounts and Accumulated Amortization of Intangible Assets, with Finite Lives (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 793.1 | $ 792.5 |
Accumulated Amortization | (552.7) | (541.1) |
Net Carrying Amount | 240.4 | 251.4 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross Carrying Amount | 799.1 | 798.5 |
Accumulated Amortization | (552.7) | (541.1) |
Intangible assets, net | 246.4 | 257.4 |
Trademarks | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets with indefinite lives: | 6 | 6 |
Customer-related | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 548.4 | 549.3 |
Accumulated Amortization | (372) | (364.1) |
Net Carrying Amount | 176.4 | 185.2 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | (372) | (364.1) |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 19.4 | 18.7 |
Accumulated Amortization | (16.2) | (15.9) |
Net Carrying Amount | 3.2 | 2.8 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | (16.2) | (15.9) |
Formulas/recipes | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 15.5 | 15.5 |
Accumulated Amortization | (15) | (14.9) |
Net Carrying Amount | 0.5 | 0.6 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | (15) | (14.9) |
Computer software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 209.8 | 209 |
Accumulated Amortization | (149.5) | (146.2) |
Net Carrying Amount | 60.3 | 62.8 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ (149.5) | $ (146.2) |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 23.50% | 26.40% |
Decrease in unrecognized tax benefits is reasonably possible | $ 1 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Finance leases | $ 0.4 | $ 0.6 |
Total outstanding debt | 1,405.4 | 1,405.6 |
Deferred financing costs | (8.6) | (9.2) |
Less current portion | (0.3) | (0.4) |
Total long-term debt | 1,396.5 | 1,396 |
2028 Notes | ||
Debt Instrument [Line Items] | ||
2028 Notes | 500 | 500 |
Term Loan A | ||
Debt Instrument [Line Items] | ||
Term loan | 316.4 | 316.4 |
Term Loan A-1 | ||
Debt Instrument [Line Items] | ||
Term loan | $ 588.6 | $ 588.6 |
LONG-TERM DEBT - Additional Inf
LONG-TERM DEBT - Additional Information (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 30, 2023 |
Debt Instrument [Line Items] | |||
Long-term debt, fair value | $ 1,353,900,000 | $ 1,350,500,000 | |
Long-term debt, carrying value | 1,405,000,000 | $ 1,405,000,000 | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Revolving credit facility available | 471,000,000 | ||
Revolving credit facility, maximum borrowing capacity | 500,000,000 | $ 500,000,000 | |
Letters of credit facility issued but undrawn | $ 29,000,000 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
May 06, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Nov. 02, 2017 | |
Equity, Class of Treasury Stock [Line Items] | ||||
Shares repurchased (in shares) | 1,200,000 | 0 | ||
Weighted average price per share (in usd per share) | $ 36.61 | |||
Value of shares repurchased | $ 43,900,000 | |||
Excise tax in connection with share repurchases | 400,000 | |||
Subsequent Event | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Shares repurchased (in shares) | 600,000 | |||
Weighted average price per share (in usd per share) | $ 36.95 | |||
Value of shares repurchased | $ 20,600,000 | |||
Common Stock | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Stock repurchase program, expected annual cap | $ 150,000,000 | |||
Remaining authorized repurchase amount | $ 122,800,000 | |||
Common Stock | Maximum | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Stock repurchase program, authorized amount | $ 400,000,000 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Weighted average common shares outstanding (in shares) | 53.8 | 56.1 |
Assumed exercise/vesting of equity awards (in shares) | 0 | 0.6 |
Weighted average diluted common shares outstanding (in shares) | 53.8 | 56.7 |
Equity awards, excluded from computation of diluted earnings (in shares) | 0.6 | 1.2 |
STOCK-BASED COMPENSATION - Addi
STOCK-BASED COMPENSATION - Additional Information (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | 36 Months Ended | 39 Months Ended | |
Mar. 31, 2024 USD ($) installment $ / shares shares | Jun. 30, 2022 $ / shares shares | Dec. 31, 2022 | Dec. 31, 2023 | Mar. 31, 2024 USD ($) shares | |
Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Award expiration period | 10 years | ||||
Compensation costs, unrecognized | $ | $ 1.7 | $ 1.7 | |||
Compensation costs, recognition weighted average remaining period (in years) | 1 year 1 month 6 days | ||||
Stock Option | Vesting in year 1 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting percentage | 33% | ||||
Stock Option | Vesting in year 2 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting percentage | 67% | ||||
Employee Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Compensation costs, unrecognized | $ | $ 29.2 | 29.2 | |||
Compensation costs, recognition weighted average remaining period (in years) | 2 years 3 months 18 days | ||||
Share based compensation arrangement, award vesting period, number of installments | installment | 3 | ||||
Granted (in usd per share) | $ / shares | $ 37.05 | ||||
Granted (in shares) | 480,000 | ||||
Performance Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation costs, unrecognized | $ | $ 10 | $ 10 | |||
Compensation costs, recognition weighted average remaining period (in years) | 1 year 3 months 18 days | ||||
Performance based compensation period | 3 years | ||||
Granted (in usd per share) | $ / shares | $ 36.95 | ||||
Granted (in shares) | 143,000 | ||||
Performance Units | Executive Members | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Performance based compensation period | 3 years | 3 years | |||
Accrual of units | 25% | ||||
Grant-date fair value (in usd per share) | $ / shares | $ 37.56 | ||||
Units granted (in shares) | 35,800 | ||||
Performance Units | Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Performance based compensation period | 2 years | ||||
Granted (in usd per share) | $ / shares | $ 58.36 | ||||
Granted (in shares) | 239,300 | ||||
Performance Units | Minimum | Executive Members | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Predefined percentage for calculation of performance unit awards | 0% | 0% | |||
Predefined percentage for calculation of performance achievement unit awards | 0% | 0% | |||
Performance Units | Minimum | Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Predefined percentage for calculation of performance achievement unit awards | 0% | ||||
Performance Units | Maximum | Executive Members | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Predefined percentage for calculation of performance unit awards | 200% | 200% | |||
Predefined percentage for calculation of performance achievement unit awards | 200% | 150% | |||
Performance Units | Maximum | Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Predefined percentage for calculation of performance achievement unit awards | 450% | ||||
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 (in shares) | 22,500,000 | 22,500,000 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Total Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Compensation expense related to stock-based payments | $ 5.7 | $ 7.2 |
Related income tax benefit | $ 1.4 | $ 0.9 |
STOCK-BASED COMPENSATION - Sc_2
STOCK-BASED COMPENSATION - Schedule of Stock Option Activity (Details) - Stock Option - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Employee Options | ||
Beginning balance (in shares) | 578 | |
Expired (in shares) | (2) | |
Ending balance (in shares) | 576 | 578 |
Vested/expected to vest (in shares) | 557 | |
Exercisable (in shares) | 287 | |
Weighted Average Exercise Price | ||
Beginning balance (in usd per share) | $ 64.20 | |
Expired (in usd per share) | 80.42 | |
Ending balance (in usd per share) | 64.16 | $ 64.20 |
Vested/expected to vest (in usd per share) | 64.89 | |
Exercisable (in usd per share) | $ 85.85 | |
Weighted Average Remaining Contractual Term (yrs.) | ||
Outstanding | 4 years 10 months 24 days | 5 years 1 month 6 days |
Vested/expected to vest | 4 years 8 months 12 days | |
Exercisable | 1 year 7 months 6 days | |
Aggregate Intrinsic Value | ||
Beginning balance | $ 0 | |
Ending balance | 0 | $ 0 |
Vested/expected to vest | 0 | |
Exercisable | $ 0 |
STOCK-BASED COMPENSATION - Sc_3
STOCK-BASED COMPENSATION - Schedule of Restricted Stock and Restricted Stock Unit Activity (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Employee Restricted Stock Units | |
Employee Restricted Stock Units | |
Beginning balance (in shares) | shares | 573 |
Granted (in shares) | shares | 480 |
Vested (in shares) | shares | (232) |
Forfeited (in shares) | shares | (40) |
Ending balance (in shares) | shares | 781 |
Weighted Average Grant Date Fair Value | |
Outstanding, beginning balance (in usd per share) | $ / shares | $ 41.57 |
Granted (in usd per share) | $ / shares | 37.05 |
Vested (in usd per share) | $ / shares | 41.20 |
Forfeited (in usd per share) | $ / shares | 41.19 |
Outstanding, ending balance (in usd per share) | $ / shares | $ 38.92 |
Director Restricted Stock Units | |
Employee Restricted Stock Units | |
Beginning balance (in shares) | shares | 45 |
Granted (in shares) | shares | 1 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Ending balance (in shares) | shares | 46 |
Earned and deferred (in shares) | shares | 22 |
Weighted Average Grant Date Fair Value | |
Outstanding, beginning balance (in usd per share) | $ / shares | $ 50.14 |
Granted (in usd per share) | $ / shares | 40.95 |
Vested (in usd per share) | $ / shares | 0 |
Forfeited (in usd per share) | $ / shares | 0 |
Outstanding, ending balance (in usd per share) | $ / shares | 49.86 |
Earned and deferred (in usd per share) | $ / shares | $ 47.37 |
STOCK-BASED COMPENSATION - Sc_4
STOCK-BASED COMPENSATION - Schedule of Employee and Director Restricted Stock and Restricted Stock Highlights (Details) - Employee Restricted Stock Units - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of vested restricted stock units | $ 8.8 | $ 11.1 |
Tax benefit recognized from vested restricted stock units | $ 1.4 | $ 1.6 |
STOCK-BASED COMPENSATION - Shar
STOCK-BASED COMPENSATION - Shareholder Return Market Condition and Assumptions (Details) - Performance Units | 3 Months Ended |
Mar. 31, 2024 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | 0% |
Risk-free rate | 4.50% |
Expected term (in years) | 2 years 9 months 14 days |
Expected volatility (TreeHouse Foods, Inc.) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 34.34% |
Expected volatility (Peer Group) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 33.56% |
STOCK-BASED COMPENSATION - Sc_5
STOCK-BASED COMPENSATION - Schedule of Performance Unit Activity (Details) - Performance Units shares in Thousands | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Performance Units | |
Beginning balance (in shares) | shares | 534 |
Granted (in shares) | shares | 143 |
Vested (in shares) | shares | (45) |
Forfeited (in shares) | shares | (44) |
Ending balance (in shares) | shares | 588 |
Weighted Average Grant Date Fair Value | |
Outstanding, beginning balance (in usd per share) | $ / shares | $ 47.44 |
Granted (in usd per share) | $ / shares | 36.95 |
Vested (in usd per share) | $ / shares | 43.32 |
Forfeited (in usd per share) | $ / shares | 50.99 |
Outstanding, ending balance (in usd per share) | $ / shares | $ 44.91 |
STOCK-BASED COMPENSATION - Sc_6
STOCK-BASED COMPENSATION - Schedule of Performance Unit Highlights (Details) - Performance Units - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of vested performance units | $ 1.7 | $ 3.7 |
Tax benefit recognized from performance units vested | $ 0.1 | $ 0.4 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 1,664.8 | $ 1,687 |
Other comprehensive income (loss) | (2.6) | 0.3 |
Ending balance | 1,608.1 | 1,704.4 |
Accumulated Other Comprehensive Loss | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (76.1) | (83.7) |
Other comprehensive income (loss) | (2.6) | 0.3 |
Ending balance | (78.7) | (83.4) |
Foreign Currency Translation | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (84.2) | (87) |
Other comprehensive income (loss) | (2.6) | 0.3 |
Ending balance | (86.8) | (86.7) |
Unrecognized Pension and Postretirement Benefits | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 8.1 | 3.3 |
Other comprehensive income (loss) | 0 | 0 |
Ending balance | $ 8.1 | $ 3.3 |
EMPLOYEE RETIREMENT AND POSTR_3
EMPLOYEE RETIREMENT AND POSTRETIREMENT BENEFITS (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pension Benefits | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Service cost | $ 0.1 | $ 0.1 |
Interest cost | 2.6 | 3.2 |
Expected return on plan assets | (2.7) | (3.4) |
Amortization of unrecognized net loss | 0.1 | 0.1 |
Net periodic pension cost | 0.1 | 0 |
Postretirement Benefits | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Interest cost | 0.2 | 0.2 |
Amortization of unrecognized net loss | (0.1) | (0.1) |
Net periodic pension cost | $ 0.1 | $ 0.1 |
OTHER OPERATING EXPENSE, NET (D
OTHER OPERATING EXPENSE, NET (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Other Income and Expenses [Abstract] | ||
Growth, reinvestment, and restructuring programs | $ 6.7 | $ 15.3 |
TSA, income | (0.5) | (13.4) |
Other | 0.2 | 0.7 |
Other operating expense, net | $ 6.4 | $ 2.6 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Loss contingency, cash payment | $ 27 |
DERIVATIVE INSTRUMENTS - Additi
DERIVATIVE INSTRUMENTS - Additional Information (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Interest Rate Swap Agreements | ||
Derivative [Line Items] | ||
Derivative notional amount | $ 1,475,000,000 | $ 1,175,000,000 |
Interest Rate Swaps Due February 28, 2025 | ||
Derivative [Line Items] | ||
Derivative notional amount | $ 875,000,000 | |
Weighted average fixed interest rate | 2.91% | |
Interest Rate Swaps Effective February 28, 2025 Through February 29, 2028 | ||
Derivative [Line Items] | ||
Derivative notional amount | $ 600,000,000 | |
Weighted average fixed interest rate | 3.68% | |
Diesel Contract | ||
Derivative [Line Items] | ||
Derivative, nonmonetary notional amount | 64,200,000 | 24,400,000 |
DERIVATIVE INSTRUMENTS - Fair V
DERIVATIVE INSTRUMENTS - Fair Value of Derivative Instrument (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | $ 21.4 | $ 19.8 |
Liability derivatives | 2.6 | 8 |
Commodity contracts | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | 1 | 1.9 |
Commodity contracts | Accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives | 0.3 | 0.8 |
Interest rate swap agreements | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | 17.5 | 0 |
Interest rate swap agreements | Other assets, net | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | 2.9 | 17.9 |
Interest rate swap agreements | Accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives | $ 2.3 | $ 7.2 |
DERIVATIVE INSTRUMENTS - Gains
DERIVATIVE INSTRUMENTS - Gains and Losses on Derivative Contracts (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Mark-to-market unrealized gain (loss), derivative | $ 7 | $ (5.9) |
Total unrealized gain (loss) | 7 | (5.9) |
Total realized gain | 7.1 | 3.6 |
Total gain (loss) | 14.1 | (2.3) |
Commodity contracts | Other (income) expense, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Mark-to-market unrealized gain (loss), commodity contracts | (0.4) | 0.3 |
Commodity contracts | Manufacturing related to Cost of sales and transportation related to Selling and distribution | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total realized gain | 1.5 | 0 |
Interest rate swap agreements | Other (income) expense, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Mark-to-market unrealized gain (loss), derivative | 7.4 | (6.2) |
Interest rate swap agreements | Interest expense | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total realized gain | $ 5.6 | $ 3.6 |
DISAGGREGATION OF REVENUE (Deta
DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 820.7 | $ 854 |
Retail grocery | ||
Segment Reporting Information [Line Items] | ||
Net sales | 649.9 | 679.2 |
Co-manufacturing | ||
Segment Reporting Information [Line Items] | ||
Net sales | 100 | 109.4 |
Food-away-from-home and other | ||
Segment Reporting Information [Line Items] | ||
Net sales | 70.8 | 65.4 |
Snacking | ||
Segment Reporting Information [Line Items] | ||
Net sales | 314.8 | 317.8 |
Beverages & drink mixes | ||
Segment Reporting Information [Line Items] | ||
Net sales | 267.7 | 291.3 |
Grocery | ||
Segment Reporting Information [Line Items] | ||
Net sales | $ 238.2 | $ 244.9 |