Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 27, 2015 | Feb. 22, 2016 | Jun. 28, 2015 | |
Document And Entity Information [Abstract] [Abstract] | |||
Entity Registrant Name | PINNACLE FOODS INC. | ||
Entity Central Index Key | 1,564,822 | ||
Current Fiscal Year End Date | --12-27 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 27, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 116,626,874 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 5,260 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||
Dec. 27, 2015 | Sep. 27, 2015 | Jun. 30, 2015 | Feb. 28, 2015 | Dec. 31, 2014 | Aug. 31, 2014 | May. 31, 2014 | Feb. 28, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | May. 31, 2013 | Dec. 27, 2015 | Sep. 27, 2015 | Jun. 28, 2015 | Mar. 29, 2015 | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |||||||||||
Income Statement [Abstract] | ||||||||||||||||||||||||||||||||
Net sales | $ 722,478 | $ 636,287 | $ 631,746 | $ 665,281 | $ 705,333 | $ 624,011 | $ 617,800 | $ 644,039 | $ 2,655,792 | $ 2,591,183 | $ 2,463,802 | |||||||||||||||||||||
Cost of products sold | 499,653 | 459,432 | 462,637 | 493,564 | 516,915 | 460,109 | 455,583 | 477,378 | 1,915,286 | 1,909,985 | 1,809,553 | |||||||||||||||||||||
Gross profit | 222,825 | 176,855 | 169,109 | 171,717 | 188,418 | 163,902 | 162,217 | 166,661 | 740,506 | 681,198 | 654,249 | |||||||||||||||||||||
Operating expenses | ||||||||||||||||||||||||||||||||
Marketing and selling expenses | 176,702 | 177,372 | 175,702 | |||||||||||||||||||||||||||||
Administrative expenses | 107,004 | 117,275 | 119,790 | |||||||||||||||||||||||||||||
Research and development expenses | 12,992 | 11,281 | 10,516 | |||||||||||||||||||||||||||||
Termination fee received, net of costs, associated with the Hillshire merger agreement | 0 | (152,982) | 0 | |||||||||||||||||||||||||||||
Other expense (income), net | 19,106 | 15,981 | 55,204 | |||||||||||||||||||||||||||||
Total operating expenses | 315,804 | 168,927 | 361,212 | |||||||||||||||||||||||||||||
Earnings before interest and taxes | 424,702 | 512,271 | 293,037 | |||||||||||||||||||||||||||||
Interest expense | 88,513 | 96,174 | 132,354 | |||||||||||||||||||||||||||||
Interest income | 198 | 121 | 141 | |||||||||||||||||||||||||||||
Earnings before income taxes | 336,387 | 416,218 | 160,824 | |||||||||||||||||||||||||||||
Provision for income taxes | 123,879 | 167,800 | 71,475 | |||||||||||||||||||||||||||||
Net earnings | $ 79,195 | $ 48,098 | $ 43,679 | $ 41,536 | $ 36,129 | $ 135,957 | $ 35,584 | $ 40,748 | $ 212,508 | $ 248,418 | $ 89,349 | |||||||||||||||||||||
Net earnings per share | ||||||||||||||||||||||||||||||||
Basic (in dollars per share) | $ 0.68 | [1] | $ 0.41 | [1] | $ 0.38 | [1] | $ 0.36 | [1] | $ 0.31 | [1] | $ 1.17 | [1] | $ 0.31 | [1] | $ 0.35 | [1] | $ 1.83 | [1] | $ 2.15 | [1] | $ 0.84 | |||||||||||
Weighted-average common shares | 116,105,000 | [1] | 116,085,000 | [1] | 116,031,000 | [1] | 115,906,000 | [1] | 115,780,000 | [1] | 115,728,000 | [1] | 115,690,000 | [1] | 115,592,000 | [1] | 116,031,648 | 115,697,621 | 106,841,198 | |||||||||||||
Diluted (in dollars per share) | $ 0.67 | [1] | $ 0.41 | [1] | $ 0.37 | [1] | $ 0.35 | [1] | $ 0.31 | [1] | $ 1.16 | [1] | $ 0.30 | [1] | $ 0.35 | [1] | $ 1.81 | [1] | $ 2.13 | [1] | $ 0.82 | |||||||||||
Weighted average shares outstanding- diluted | 117,503,000 | [1] | 117,470,000 | [1] | 117,281,000 | [1] | 117,036,000 | [1] | 116,950,000 | [1] | 117,004,000 | [1] | 116,901,000 | [1] | 116,687,000 | [1] | 117,322,526 | 116,885,222 | 108,618,740 | |||||||||||||
Dividends declared (in dollars per share) | $ 0.255 | $ 0.255 | $ 0.235 | $ 0.235 | $ 0.235 | $ 0.235 | $ 0.21 | $ 0.21 | $ 0.21 | $ 0.18 | $ 0.18 | $ 0.255 | [1] | $ 0.255 | [1] | $ 0.235 | [1] | $ 0.235 | [1] | $ 0.235 | [1] | $ 0.235 | [1] | $ 0.21 | [1] | $ 0.21 | [1] | $ 0.98 | [1] | $ 0.89 | [1] | $ 0.57 |
[1] | The sum of the individual per share amounts may not add due to rounding. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Earnings - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Net earnings | $ 212,508 | $ 248,418 | $ 89,349 |
Foreign currency translation: | |||
Foreign currency translation adjustments, Pre-tax amount | (4,364) | (2,588) | (176) |
Foreign currency translation adjustments, tax (expense) benefit | 0 | 1,000 | 135 |
Foreign currency translation adjustments, After-tax amount | (4,364) | (1,588) | (41) |
Cash-flow hedges: | |||
Unrealized gains (losses) arising during the period, Pre-tax amount | (22,078) | (24,841) | 29,260 |
Unrealized gains (losses) arising during the period, Tax (expense) benefit | 8,519 | 9,538 | (2,682) |
Unrealized gains (losses) arising during the period, After-tax amount | (13,559) | (15,303) | 26,578 |
Reclassification adjustment for (gains) losses included in net earnings, Pre-tax amount | 526 | (625) | 2,229 |
Reclassification adjustment for (gains) losses included in net earnings, Tax (expense) benefit | (323) | 471 | (608) |
Reclassification adjustment for (gains) losses included in net earnings, After-tax amount | 203 | (154) | 1,621 |
Pension: | |||
Net actuarial gain (loss) arising during the period, Pre-tax amount | (7,305) | (21,347) | 40,276 |
Net actuarial gain (loss) arising during the period, Tax (expense) benefit | 2,763 | 8,114 | (15,398) |
Net actuarial gain (loss) arising during the period, After-tax amount | (4,542) | (13,233) | 24,878 |
Reclassification of net actuarial loss included in net earnings, Pre-tax amount | 981 | 67 | 1,663 |
Reclassification of net actuarial loss included in net earnings, Tax (expense) benefit | (373) | (26) | (643) |
Reclassification of net actuarial loss included in net earnings, After-tax amount | 608 | 41 | 1,020 |
Other comprehensive earnings (loss), Pre-tax amount | (32,240) | (49,334) | 73,252 |
Other comprehensive earnings (loss), Tax (expense) benefit | 10,586 | 19,097 | (19,196) |
Other comprehensive earnings (loss), After-tax amount | (21,654) | (30,237) | 54,056 |
Total comprehensive earnings | $ 190,854 | $ 218,181 | $ 143,405 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 27, 2015 | Dec. 28, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 180,549 | $ 38,477 |
Accounts receivable, net of allowances of $7,902 and $6,801, respectively | 219,736 | 190,754 |
Inventories | 403,101 | 356,467 |
Other current assets | 13,677 | 8,223 |
Deferred tax assets | 40,571 | 121,788 |
Total current assets | 857,634 | 715,709 |
Plant assets, net of accumulated depreciation of $408,294 and $349,639, respectively | 631,109 | 605,906 |
Tradenames | 2,001,048 | 2,001,874 |
Other assets, net | 136,284 | 157,896 |
Goodwill | 1,714,008 | 1,719,560 |
Total assets | 5,340,083 | 5,200,945 |
Current liabilities: | ||
Short-term borrowings | 2,225 | 2,396 |
Current portion of long-term obligations | 14,847 | 11,916 |
Accounts payable | 211,039 | 198,579 |
Accrued trade marketing expense | 46,228 | 36,210 |
Accrued liabilities | 100,510 | 106,488 |
Dividends payable | 30,798 | 27,847 |
Total current liabilities | 405,647 | 383,436 |
Long-term debt (includes $27,716 and $47,315 owed to related parties, respectively) | 2,272,932 | 2,285,984 |
Pension and other postretirement benefits | 63,454 | 61,830 |
Other long-term liabilities | 54,506 | 34,305 |
Deferred tax liabilities | 738,015 | 721,401 |
Total liabilities | $ 3,534,554 | $ 3,486,956 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Pinnacle preferred stock: $.01 per share, 50,000,000 shares authorized, none issued | $ 0 | $ 0 |
Pinnacle common stock: par value $.01 per share, 500,000,000 shares authorized; issued 117,619,695 and 117,293,745, respectively | 1,176 | 1,173 |
Additional paid-in-capital | 1,378,521 | 1,363,129 |
Retained earnings | 517,330 | 419,531 |
Accumulated other comprehensive loss | (59,388) | (37,734) |
Capital stock in treasury, at cost, 1,000,000 common shares | (32,110) | (32,110) |
Total shareholders' equity | 1,805,529 | 1,713,989 |
Total liabilities and shareholders' equity | $ 5,340,083 | $ 5,200,945 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 27, 2015 | Dec. 28, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 7,902 | $ 6,801 |
Accumulated depreciation | 408,294 | 349,639 |
Debt owed to related parties | $ 27,716 | $ 47,315 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 117,619,695 | 117,293,745 |
Treasury shares | 1,000,000 | 1,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Cash flows from operating activities | |||
Net earnings | $ 212,508 | $ 248,418 | $ 89,349 |
Non-cash charges (credits) to net earnings | |||
Depreciation and amortization | 89,660 | 80,627 | 78,225 |
Amortization of discount on term loan | 2,381 | 2,461 | 1,354 |
Amortization of debt acquisition costs | 3,972 | 4,046 | 4,395 |
Call premium on note redemptions | 0 | 0 | 34,180 |
Refinancing costs and write off of debt issuance costs | 0 | 1,879 | 19,668 |
Change in value of financial instruments | (1,942) | 12,537 | (535) |
Equity based compensation expense | 15,122 | 35,951 | 7,933 |
Pension expense, net of contributions | (4,700) | (9,300) | (9,131) |
Gain on sale of assets held for sale | 0 | (1,541) | (3,627) |
Other long-term liabilities | 4,506 | 1,962 | (1,872) |
Foreign exchange losses | 4,731 | 2,620 | 0 |
Deferred income taxes | 115,584 | 159,537 | 67,852 |
Changes in working capital | |||
Accounts receivable | (30,882) | (21,630) | (21,347) |
Inventories | (49,210) | 21,557 | 16,129 |
Accrued trade marketing expense | 10,534 | (516) | (7,290) |
Accounts payable | 15,050 | 24,910 | 4,112 |
Accrued liabilities | (8,051) | (11,525) | (17,052) |
Other current assets | (6,352) | (1,283) | (101) |
Net cash provided by operating activities | 372,911 | 550,710 | 262,242 |
Cash flows from investing activities | |||
Business acquisition activity | 1,102 | (169,373) | (575,164) |
Capital expenditures | (108,477) | (102,967) | (84,055) |
Proceeds from sale of plant assets | 1,618 | 2,328 | 6,853 |
Net cash used in investing activities | (105,757) | (270,012) | (652,366) |
Cash flows from financing activities | |||
Net proceeds from issuance of common stock | 1,231 | 489 | 624,953 |
Repurchases of equity | 0 | 0 | (191) |
Dividends paid | (111,758) | (101,606) | (41,664) |
Proceeds from bank term loans | 0 | 0 | 2,142,394 |
Proceeds from notes offerings | 0 | 0 | 350,000 |
Repayments of long-term obligations | (8,870) | (219,967) | (1,736,146) |
Repurchase of notes | 0 | 0 | (899,180) |
Proceeds from short-term borrowings | 4,261 | 4,757 | 5,078 |
Repayments of short-term borrowings | (4,480) | (4,799) | (4,779) |
Borrowings under revolving credit facility | 0 | 65,000 | 0 |
Repayments of revolving credit facility | 0 | (65,000) | 0 |
Repayment of capital lease obligations | (3,585) | (2,373) | (2,943) |
Purchase of stock for treasury | 0 | (32,110) | 0 |
Excess tax benefits on stock-based compensation | 1,442 | 905 | 0 |
Taxes paid related to net share settlement of equity awards | (2,401) | (3,061) | 0 |
Debt acquisition costs | 0 | (258) | (23,142) |
Net cash (used in) provided by financing activities | (124,160) | (358,023) | 414,380 |
Effect of exchange rate changes on cash | (922) | (937) | 202 |
Net change in cash and cash equivalents | 142,072 | (78,262) | 24,458 |
Cash and cash equivalents - beginning of period | 38,477 | 116,739 | 92,281 |
Cash and cash equivalents - end of period | 180,549 | 38,477 | 116,739 |
Supplemental disclosures of cash flow information: | |||
Interest paid | 78,926 | 88,783 | 120,310 |
Interest received | 198 | 121 | 141 |
Income taxes paid | 18,885 | 7,802 | 3,425 |
Non-cash investing and financing activities: | |||
New capital leases | 0 | 1,288 | 2,030 |
Note payable issued in connection with acquisitions | 0 | 14,850 | 0 |
Dividends payable | $ 30,798 | $ 27,847 | $ 25,119 |
Consolidated Statements of Cas7
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 27, 2015 | Dec. 28, 2014 | |
Statement of Cash Flows [Abstract] | ||
Accrued plant asset additions | $ 23,878 | $ 25,763 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid In Capital [Member] | Retained earnings [Member] | Accumulated Other Comprehensive Loss [Member] | |
Beginning balance (in shares) at Dec. 30, 2012 | 81,210,672 | 0 | |||||
Beginning balance at Dec. 30, 2012 | $ 888,726 | $ 812 | $ 0 | $ 696,512 | $ 252,955 | $ (61,553) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share issuance (shares) | 35,968,042 | ||||||
Share issuance | 623,924 | $ 360 | 623,564 | ||||
Equity based compensation plans (shares) | 53,139 | ||||||
Equity based compensation plans | 8,771 | 8,771 | |||||
Dividends ($0.98, $0.89 and $0.57 for fiscal year 2015, 2014 and 2013, respectively) | [1] | (66,785) | (66,785) | ||||
Comprehensive earnings (loss) | 143,405 | 89,349 | 54,056 | ||||
Ending balance at Dec. 29, 2013 | 1,598,041 | $ 1,172 | $ 0 | 1,328,847 | 275,519 | (7,497) | |
Ending balance (in shares) at Dec. 29, 2013 | 117,231,853 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Equity based compensation plans (shares) | 61,892 | ||||||
Equity based compensation plans | 34,283 | $ 1 | 34,282 | ||||
Treasury stock purchased (shares) | (1,000,000) | ||||||
Treasury stock purchased | $ (32,110) | ||||||
Dividends ($0.98, $0.89 and $0.57 for fiscal year 2015, 2014 and 2013, respectively) | [2] | (104,406) | (104,406) | ||||
Comprehensive earnings (loss) | 218,181 | 248,418 | (30,237) | ||||
Ending balance at Dec. 28, 2014 | 1,713,989 | $ 1,173 | $ (32,110) | 1,363,129 | 419,531 | (37,734) | |
Ending balance (in shares) at Dec. 28, 2014 | 117,293,745 | (1,000,000) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Equity based compensation plans (shares) | 325,950 | ||||||
Equity based compensation plans | 15,395 | $ 3 | 15,392 | ||||
Dividends ($0.98, $0.89 and $0.57 for fiscal year 2015, 2014 and 2013, respectively) | [3] | (114,709) | (114,709) | ||||
Comprehensive earnings (loss) | 190,854 | 212,508 | (21,654) | ||||
Ending balance at Dec. 27, 2015 | $ 1,805,529 | $ 1,176 | $ (32,110) | $ 1,378,521 | $ 517,330 | $ (59,388) | |
Ending balance (in shares) at Dec. 27, 2015 | 117,619,695 | (1,000,000) | |||||
[1] | $0.18 per share declared May 2013, $0.18 per share declared September 2013 and $0.21 per share declared December 2013. | ||||||
[2] | $0.21 per share declared February 2014 and May 2014, $0.235 per share declared August 2014 and December 2014. | ||||||
[3] | per share declared February 2015 and June 2015, $0.255 per share declared September 2015 and December 2015. |
Consolidated Statements of Sha9
Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||
Dec. 27, 2015 | Sep. 27, 2015 | Jun. 30, 2015 | Feb. 28, 2015 | Dec. 31, 2014 | Aug. 31, 2014 | May. 31, 2014 | Feb. 28, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | May. 31, 2013 | Dec. 27, 2015 | Sep. 27, 2015 | Jun. 28, 2015 | Mar. 29, 2015 | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |||||||||||
Statement of Stockholders' Equity [Abstract] | ||||||||||||||||||||||||||||||||
Dividends declared (in dollars per share) | $ 0.255 | $ 0.255 | $ 0.235 | $ 0.235 | $ 0.235 | $ 0.235 | $ 0.21 | $ 0.21 | $ 0.21 | $ 0.18 | $ 0.18 | $ 0.255 | [1] | $ 0.255 | [1] | $ 0.235 | [1] | $ 0.235 | [1] | $ 0.235 | [1] | $ 0.235 | [1] | $ 0.21 | [1] | $ 0.21 | [1] | $ 0.98 | [1] | $ 0.89 | [1] | $ 0.57 |
[1] | The sum of the individual per share amounts may not add due to rounding. |
Summary of Business Activities
Summary of Business Activities | 12 Months Ended |
Dec. 27, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Business Activities | Summary of Business Activities Business Overview The Company is a leading manufacturer, marketer and distributor of high quality, branded convenience food products, the products and operations of which are managed and reported in three operating segments: (i) Birds Eye Frozen, (ii) Duncan Hines Grocery and (iii) Specialty Foods. The Company’s United States retail frozen vegetables ( Birds Eye ), frozen complete bagged meals ( Birds Eye Voila! ), frozen seafood ( Van de Kamp’s and Mrs. Paul’s ), plant based protein frozen products ( gardein ), full-calorie single-serve frozen dinners and entrées ( Hungry-Man ), frozen breakfast ( Aunt Jemima ), frozen and refrigerated bagels ( Lender’s ), and frozen pizza for one ( Celeste ) are reported in the Birds Eye Frozen segment. The Company’s baking mixes and frostings ( Duncan Hines ), shelf-stable pickles ( Vlasic ), liquid and dry-mix salad dressings ( Wish-Bone and Western ), table syrups ( Mrs. Butterworth’s and Log Cabin ), canned meat ( Armour, Nalley and Brooks ), pie and pastry fillings ( Duncan Hines Comstock and Wilderness ), barbecue sauces ( Open Pit ) and Canadian operations other than gardein are reported in the Duncan Hines Grocery segment. The Specialty Foods segment consists of snack products ( Tim’s Cascade and Snyder of Berlin ) and the Company’s food service and private label businesses. History and Current Ownership On April 2, 2007, the Company was acquired by, and became a wholly owned subsidiary of Peak Holdings LLC ("Peak Holdings"), an entity controlled by investment funds affiliated with The Blackstone Group L.P ("Blackstone"). We refer to this merger transaction and related financing transactions as the Blackstone Transaction. As a result of the Blackstone Transaction, Blackstone owned, through Peak Holdings, approximately 98% of the common stock of the Company. On March 27, 2013, the U.S. Securities and Exchange Commission ("SEC") declared effective the Company's registration statement on Form S-1 related to the initial public offering of its common stock (the "IPO"). The Company's common stock began trading on the New York Stock Exchange ("NYSE"), under the ticker symbol "PF", on March 28, 2013. In connection with the IPO, 2,618,307 additional shares were issued through the exercise of a warrant agreement by Peak Holdings LLC ("Peak Holdings"), which was the majority owner of the Company and Pinnacle Foods Finance prior to the IPO. Immediately thereafter, the warrant agreement was terminated and Peak Holdings was dissolved. On April 3, 2013, the IPO closed in which the Company issued and sold 33,350,000 shares of common stock for cash consideration of $ 20.00 per share ($ 18.80 per share net of underwriting discounts). On September 12, 2014, Blackstone sold additional shares, in an underwritten public offering. In connection therewith, the Company no longer qualified as a "controlled company" under applicable NYSE listing standards. On November 21, 2014, Blackstone sold additional shares, in an underwritten public offering. Blackstone's reduced ownership level after the transaction resulted in a liquidity event. This caused the immediate vesting of approximately 1.1 million non-vested shares and 0.2 million equity options and the recognition of approximately $23.7 million of equity based compensation expense (the "Liquidity event"). On March 13, 2015, Blackstone sold an additional 14,224,145 shares in an underwritten public offering, which reduced their ownership to 5,000,000 shares or 4.3% of the Company's outstanding common stock. The Company did not receive any proceeds from the sale. On May 8, 2015, Blackstone sold their final 5,000,000 shares in an underwritten public offering. Upon completion of the offering, Blackstone no longer beneficially owned any of the Company's outstanding common stock. As of December 27, 2015, the Company's board of directors no longer included any Blackstone employees. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 27, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Consolidation. The Consolidated Financial Statements include the accounts of Pinnacle and its wholly-owned subsidiaries. The results of companies acquired during the year are included in the Consolidated Financial Statements from the effective date of the acquisition. Intercompany transactions have been eliminated in consolidation. Foreign Currency Translation. Foreign-currency-denominated assets and liabilities are translated into U.S. dollars at exchange rates existing at the respective balance sheet dates. Translation adjustments resulting from fluctuations in exchange rates are recorded as a separate component of Accumulated other comprehensive loss within shareholder's equity. The Company translates the results of operations of its foreign subsidiaries at the average exchange rates during the respective periods. Gains and losses resulting from foreign currency transactions are normally included in Cost of products sold on the Consolidated Statements of Operations and include the mark to market and realized gains and losses on our foreign currency swaps as discussed in Note 12 to our Consolidated Financial Statements. Additionally, the Company recorded $4,731 and $ 2,620 of foreign exchange loss in the fiscal years ended December 27, 2015 and December 28, 2014 , respectively. These amounts represent foreign exchange losses from intra-entity loans resulting from the Garden Protein acquisition that are anticipated to be settled in the foreseeable future and are recorded in Other expense (income), net on the Consolidated Statements of Operations. Fiscal Year. The Company's fiscal year ends on the last Sunday in December. Cash and Cash Equivalents. The Company considers investments in all highly liquid instruments with an initial maturity of three months or less to be cash equivalents. Cash equivalents are measured at fair value and are Level 1 assets. Inventories. Substantially all inventories are valued at the lower of average cost or net realizable value. The type of costs included in inventory are ingredients, containers, packaging, other raw materials, direct manufacturing labor and fully absorbed manufacturing overheads. When necessary, the Company provides allowances to adjust the carrying value of its inventories to the lower of cost or net realizable value, including any costs to sell or dispose and consideration for obsolescence, excessive inventory levels, product deterioration and other factors in evaluating net realizable value. Plant Assets. Plant assets are stated at historical cost, and depreciation is computed using the straight-line method over the lives of the assets. Buildings and machinery and equipment are depreciated over periods not exceeding 45 years and 15 years, respectively. The weighted average estimated remaining useful lives are approximately 16 years for buildings and 9 years for machinery and equipment. When assets are retired, sold, or otherwise disposed of, their gross carrying value and related accumulated depreciation are removed from the accounts and included in determining gain or loss on such disposals. Costs of assets acquired in a business combination are based on the estimated fair value at the date of acquisition. Goodwill and Indefinite-lived Intangible Assets. The Company evaluates the carrying amount of goodwill and indefinite-lived tradenames for impairment on at least an annual basis and when events occur or circumstances change that an impairment might exist. The Company performs goodwill impairment testing for each business which constitutes a component of the Company's operating segments, known as reporting units. The Company performs quantitative testing by calculating the fair value of each reporting unit. The Company compares the fair value of these reporting units with their carrying values inclusive of goodwill. If the carrying amount of the reporting unit exceeds its fair value, the Company compares the implied fair value of the reporting unit's goodwill to its carrying amount and any shortfall is charged to earnings. In estimating the implied fair value of the goodwill, the Company estimates the fair value of the reporting unit's tangible and intangible assets (other than goodwill). In estimating the fair value of our reporting units, the Company primarily uses the income approach, which utilizes forecasted discounted cash flows to estimate the fair value for each reporting unit. The income approach utilizes management's business plans and projections as the basis for expected future cash flows for five years plus a terminal year. It requires significant assumptions including projected sales growth rates and operating margins and the weighted average cost of capital. In the most recent impairment tests, the Company forecasted cash flows for five years plus a terminal year and assumed a weighted average cost of capital of 6.75% . These projections assume sales growth rates for the next five years and the terminal year that generally average between 1.0% and 3.0% and operating margins which increase moderately from historical levels over time as a result of planned capital improvements in our plants and manufacturing efficiency projects. These assumptions are determined based upon management's expectations for each of the individual reporting units. For indefinite-lived tradename intangible assets, the Company determines recoverability by comparing the carrying value to its fair value estimated based on discounted cash flows attributable to the tradename and charges the shortfall, if any, to earnings. In estimating the fair value of trade names, the Company primarily uses the relief from royalty method. The relief from royalty method involves discounted cash flow techniques, which require management to make significant assumptions regarding the weighted average cost of capital, sales growth trends and representative royalty rates. Assumptions underlying fair value estimates referred to above are subject to risks and uncertainties. These measurements are considered level 3 under the fair value hierarchy as described in Note 4 to the Consolidated Financial Statements. For more information on goodwill and indefinite-lived intangible assets, please refer to Note 9 to the Consolidated Financial Statements. Valuation of Long-Lived Assets. The carrying value of long-lived assets held and used, other than goodwill and indefinite-lived intangibles, is evaluated at the asset group level when events or changes in circumstances indicate the carrying value may not be recoverable. The carrying value of a long-lived asset group is considered impaired when the total projected undiscounted cash flows from such asset group are less than the carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset group. Fair market value is determined primarily using the projected cash flows from the asset group discounted at a rate commensurate with the risk involved. Losses on long-lived asset groups held for sale, other than goodwill, are determined in a similar manner, except that fair market values are reduced for disposal costs. Revenue Recognition and Trade Marketing. Revenue from product sales is recognized upon shipment to the customers as terms are free on board ("FOB") shipping point, at which point title and risk of loss is transferred and the selling price is fixed or determinable. This completes the revenue-earning process specifically that an arrangement exists, delivery has occurred, ownership has transferred, the price is fixed and collectability is reasonably assured. A provision for payment discounts and product return allowances, which is estimated based upon the Company's historical performance, management's experience and current economic trends, is recorded as a reduction of sales in the same period that the revenue is recognized. Trade promotions, consisting primarily of customer pricing allowances and merchandising funds, and consumer coupons are offered through various programs to customers and consumers. Sales are recorded net of estimated trade promotion spending, which is recognized as incurred at the time of sale. Certain retailers require the payment of slotting fees in order to obtain space for the Company's products on the retailer's store shelves. The fees are recognized as reductions of revenue on the date a liability to the retailer is created. These amounts are included in the determination of net sales. Accruals for expected payouts under these programs are included as accrued trade marketing expense in the Consolidated Balance Sheet. Coupon redemption costs are also recognized as reductions of net sales when the coupons are issued. Estimates of trade promotion expense and coupon redemption costs are based upon programs offered, timing of those offers, estimated redemption/usage rates from historical performance, management's experience and current economic trends. Trade marketing expense is comprised of amounts paid to retailers for programs designed to promote our products. These costs include standard introductory allowances for new products (slotting fees). They also include the cost of in-store product displays, feature pricing in retailers' advertisements and other temporary price reductions. These programs are offered to our customers both in fixed and variable (rate per case) amounts. The ultimate cost of these programs depends on retailer performance and is the subject of significant management estimates. The Company records as expense the estimated ultimate cost of the program in the period during which the program occurs. In accordance with the authoritative guidance for revenue recognition, these trade marketing expenses are classified in the Consolidated Statements of Operations as a reduction of net sales. Also, in accordance with the guidance, coupon redemption costs are also recognized as reductions of net sales when issued. Advertising. Advertising costs include the cost of working media (advertising on television, radio or in print), the cost of producing advertising, and the cost of coupon insertion and distribution. Working media and coupon insertion and distribution costs are expensed in the period the advertising is run or the coupons are distributed. The cost of producing advertising is expensed as of the first date the advertisement takes place. Advertising included in the Company's marketing and selling expenses were $28,205 for fiscal year ended December 27, 2015 , $35,917 for fiscal year ended December 28, 2014 and $34,031 for fiscal year ended December 29, 2013 . Shipping and Handling Costs . In accordance with the authoritative guidance for revenue recognition, costs related to shipping and handling of products shipped to customers are classified as Cost of products sold. Pension benefits. The Company provides pension benefits to certain employees and retirees. Pension benefits are no longer offered to salaried employees. All pension benefits are frozen. Determining the cost associated with such benefits is dependent on various actuarial assumptions, including discount rates, expected return on plan assets, compensation increases, turnover rates and mortality rates. Independent actuaries, in accordance with Generally Accepted Accounting Principles ("GAAP"), perform the required calculations to determine pension expense. Actual results that differ from the actuarial assumptions are generally accumulated and amortized over future periods. Equity Based Compensation expense . Grant-date fair value of PSU's and PS's are estimated using a Monte Carlo simulation. Grant-date fair value of stock options are estimated using the Black-Scholes option-pricing model, which includes using the simplified method to estimate the number of periods to exercise date. While we had equity compensation plans in place as a private company, our broader post-IPO equity compensation plans have not been in place for a sufficient amount of time to understand their post vesting behavior. As such, we will continue to use this methodology until such time we have sufficient history to provide a reasonable basis on which to estimate the expected term. Compensation expense is reduced based on estimated forfeitures with adjustments to actual expense recorded at the time of vesting. Forfeitures are estimated based on historical experience. The majority of our equity options have a three -year vesting period. For those awards that have a performance condition, compensation expense is based upon the number of shares expected to vest after assessing the probability that the performance criteria will be met. We recognize compensation cost for awards over the vesting period, adjusted for any changes in our probability assessment. Insurance reserves . The Company is self-insured under its worker's compensation insurance policy. The Company utilizes a stop loss policy issued by an insurance company to fund claims in excess of $350 . The Company estimates the outstanding retained-insurance liabilities by projecting incurred losses to their ultimate liability and subtracting amounts paid-to-date to obtain the remaining liabilities. The Company bases actuarial estimates of ultimate liability on actual incurred losses, estimates of incurred but not yet reported losses and the projected costs to resolve these losses. Income Taxes. Income taxes are accounted for in accordance with the authoritative guidance for accounting for income taxes under which deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company continually reviews its deferred tax assets for recovery. A valuation allowance is established when the Company believes that it is more likely than not that some portion of its deferred tax assets will not be realized. Changes in valuation allowances from period to period are included in the Company's tax provision in the period of change. Financial Instruments. The Company uses financial instruments to manage its exposure to movements in interest rates, certain commodity prices and foreign currencies. The use of these financial instruments modifies the exposure of these risks with the intent to reduce the risk or cost to the Company. The Company does not use derivatives for trading purposes and is not a party to leveraged derivatives. The authoritative guidance for derivative and hedge accounting requires that all derivatives be recognized as either assets or liabilities at fair value. Changes in the fair value of derivatives not designated as hedging instruments are recognized in earnings. The cash flows associated with the financial instruments are included in the cash flow from operating activities. Deferred financing costs . Deferred financing costs are amortized over the life of the related debt using the effective interest rate method. If debt is prepaid or retired early, the related unamortized deferred financing costs are written off in the period the debt is retired. Capitalized Internal Use Software Costs. The Company capitalizes the cost of internal-use software that has a useful life in excess of one year. These costs consist of payments made to third parties and the salaries of employees working on such software development. Subsequent additions, modifications or upgrades to internal-use software are capitalized only to the extent that they allow the software to perform a task it previously did not perform. Capitalized internal use software costs are amortized using the straight-line method over their estimated useful lives, generally 2 ½ to 3 years. The Company amortized $9,628 for fiscal year ended December 27, 2015 , $7,681 for fiscal year ended December 28, 2014 and $6,229 for fiscal year ended December 29, 2013 . Additionally, as of December 27, 2015 and December 28, 2014 , the net book value of capitalized internal use software totaled $19,054 and $14,298 , respectively and is included in Plant assets, net on the Consolidated Balance Sheets. Accumulated other comprehensive loss ("AOCL"). Accumulated other comprehensive loss includes loss on financial instruments, foreign currency translation adjustments, net gains or (losses) on pension actuarial assumptions and the related tax provisions or benefits that are currently presented as a component of shareholder's equity. For more information on accumulated other comprehensive loss, please refer to Note 6 to the Consolidated Financial Statements Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Recently Issued Accounting Pronouncements In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-17, “Balance Sheet Classification of Deferred Taxes”. The new guidance eliminates the requirement to separate deferred income tax liabilities and assets into current and noncurrent amounts. The amendments will require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The updated guidance will be effective for fiscal years beginning after December 15, 2016, including interim periods within those annual periods. Early adoption is permitted, and the amendments may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company is in the process of evaluating this guidance. In September 2015, the FASB issued ASU No. 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments”. The new guidance eliminates the requirement to retrospectively account for adjustments to provisional amounts recognized in a business combination. Under the ASU, the adjustments to the provisional amounts will be recognized in the reporting period in which the adjustment amounts are determined. The updated guidance will be effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Early adoption is permitted, and the ASU should be applied prospectively. The Company is in the process of evaluating this guidance. In July 2015, the FASB issued ASU No. 2015-11, "Simplifying the Measurement of Inventory", which requires entities to measure most inventory “at the lower of cost and net realizable value,” thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. The ASU will not apply to inventories that are measured by using either the last-in, first-out (LIFO) method or the retail inventory method (RIM). The updated guidance will be effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is permitted. The Company is in the process of evaluating this guidance. In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs". The new guidance changes the presentation of debt issuance costs in financial statements. Under the ASU, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. The updated guidance will be effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. Early adoption is permitted for all entities for financial statements that have not been previously issued. The Company is in the process of evaluating this guidance. In April 2015, the FASB issued ASU No. 2015-04, “Compensation-Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets". The new guidance gives an employer whose fiscal year-end does not coincide with a calendar month-end (e.g., an entity that has a 52- or 53-week fiscal year, as the Company does) the ability, as a practical expedient, to measure defined benefit retirement obligations and related plan assets as of the month- end that is closest to its fiscal year-end. The updated guidance will be effective for annual reporting periods beginning after December 31, 2015, including interim periods within that reporting period. Early application is permitted, and the ASU should be applied prospectively. The Company implemented this guidance in 2015 without material effect on the consolidated financial statements. In May 2014, the FASB issued revised guidance on the recognition of revenue from contracts with customers. The guidance is designed to create greater comparability for financial statement users across industries and jurisdictions. The guidance also requires enhanced disclosures. The guidance was originally effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. In April 2015, the FASB delayed the effective date of the new revenue guidance by one year. The updated guidance will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Entities will be permitted to adopt the new revenue standard early, but not before the original effective date. The guidance permits the use of either a full retrospective or modified retrospective transition method. The Company is currently evaluating the impact that the new guidance will have on the consolidated financial statements, as well as which transition method it will use. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 27, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Acquisition of the Wish-Bone and Western Salad Dressings Business (the 'Wish-Bone acquisition"). On October 1, 2013, the Company acquired substantially all of the assets of the Wish-Bone and Western Salad Dressings Business ("Wish-Bone") from Conopco Inc. and affiliates (“Unilever”), which are subsidiaries of Unilever PLC. The acquired portfolio includes a broad range of liquid and dry-mix salad dressing flavors under the Wish-Bone and Western brand names that are highly complementary to the Company's existing product offerings. The cost of the Wish-Bone acquisition was $575,164 . The following table summarizes the allocation of the total cost of the acquisition to the assets acquired: Assets acquired: Inventories $ 20,029 Plant assets 5,871 Tradenames 347,400 Distributor relationships and other agreements 14,700 Deferred tax assets 564 Goodwill 186,600 $ 575,164 Based upon the allocation, the value assigned to intangible assets and goodwill totaled $548.7 million at the valuation date. The goodwill was generated primarily as a result of expected synergies to be achieved in the acquisition. Distributor relationships are being amortized on an accelerated basis over 30 years. This useful life was based on an attrition rate based on industry experience, which management believes is appropriate in the Company's circumstances. The Company has also assigned $347.4 million to the value of the tradenames acquired, which are not subject to amortization but are reviewed annually for impairment. Goodwill, which is also not subject to amortization, totaled $186.6 million (tax deductible goodwill of $185.7 million existed as of the closing of the acquisition). The entire acquisition was allocated to the Duncan Hines Grocery segment. During the year ended December 29, 2013, the acquisition resulted in an additional $38.2 million of net sales and a net loss of $4.7 million , related to Wish-Bone operations from October 1, 2013 to December 29, 2013, which included a $3.8 million after-tax ( $6.3 million pre-tax) charge related to the fair value step-up of inventories acquired and sold during 2013 and $3.7 million after-tax ( $6.1 million pre-tax) of transaction costs described below. In accordance with the requirements of the acquisition method of accounting for acquisitions, inventories obtained in the Acquisition were required to be valued at fair value (net realizable value, which is defined as estimated selling prices less the sum of (a) costs of disposal and (b) a reasonable profit allowance for the selling effort of the acquiring entity), which is $6.3 million higher than historical manufacturing cost. Cost of products sold for the fiscal year ended December 29, 2013 includes pre-tax charges of $6.3 million related to the inventory acquired, which were subsequently sold. The acquisition was financed through borrowings of $525.0 million in term loans (“the Tranche H Term Loans”), $75.3 million of cash on hand, less transaction costs of $6.1 million in the fiscal year ended December 29, 2013 and debt acquisition costs of $10.5 million . Included in the transaction costs of $6.1 million for the fiscal year ended December 29, 2013 are: $4.3 million in merger, acquisition and advisory fees and $1.8 million in legal, accounting and other professional fees. The transaction costs are recorded in Other expense (income), net in the Consolidated Statements of Operations. The Company also incurred $8.5 million in original issue discount in connection with the Tranche H Term Loans. This was recorded in Long-term debt on the Consolidated Balance Sheets and is being amortized over the life of the loan using the effective interest method. For more information, see Note 10 to the Consolidated Financial Statements, Debt and Interest Expense. Pro forma Information The following unaudited pro forma summary presents the Company's consolidated results of operations as if Wish-Bone had been acquired on December 26, 2011. These amounts adjusted Wish-Bone's historical results to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to plant assets and intangible assets had been applied from December 26, 2011, together with the consequential tax effects. These adjustments also reflect the additional interest expense incurred on the debt to finance the purchase. The 2013 pro forma earnings were adjusted to exclude the acquisition related costs incurred in 2013 and the nonrecurring expense related to the fair value inventory step-up adjustment. The pro forma financial information presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition and borrowings undertaken to finance the acquisition had taken place at the beginning of 2012. Amounts in millions: Year ended December 29, 2013 (unaudited) Net sales $ 2,612.7 Net earnings $ 110.1 Acquisition of the Duncan Hines manufacturing business (the "Gilster acquisition") On March 31, 2014, the Company acquired the Duncan Hines manufacturing business located in Centralia, Illinois, from Gilster Mary Lee Corporation (“Gilster”), the Company's primary co-packer of Duncan Hines products. The cost of the acquisition was $ 26.6 million , $ 11.7 million of which was paid in cash, with the balance due under a $ 14.9 million four -year note. For more information, see Note 10 to the Consolidated Financial Statements, Debt and Interest Expense. Goodwill, which is not subject to amortization, totaled $ 9.6 million (tax deductible goodwill of $ 7.5 million ). The entire acquisition was allocated to the Duncan Hines Grocery segment. Other operating costs of approximately $ 0.3 million incurred in connection with the transaction were expensed as incurred and recorded in Cost of products sold in the Consolidated Statements of Operations. The following table summarizes the allocation of the total cost of the acquisition to the assets acquired and liabilities assumed: Assets acquired: Inventories $ 10,188 Building and land 3,480 Plant assets 2,302 Deferred tax assets 1,278 Goodwill 9,550 Fair value of assets acquired 26,798 Liabilities assumed Accrued liabilities 178 Total cost of acquisition $ 26,620 Unaudited pro forma revenue and net earnings related to the acquisition are not presented because the pro forma impact is not material. Acquisition of Garden Protein (the "Garden Protein acquisition") On November 14, 2014, the Company acquired Garden Protein International Inc., a Canadian corporation, the manufacturer of the plant-based protein brand gardein . The brand has a line of frozen products that serve as alternatives for traditional animal based protein formats such as chicken strips and tenders, ground beef and fish fillets. The cost of the Garden Protein acquisition was $156,502 , which included a first quarter 2015 post closing working capital adjustment that reduced the preliminary purchase price by $1,102 . This adjustment to the purchase price allocation did not significantly impact previously reported amounts or results. The following table summarizes the allocation of the total cost of the acquisition to the assets acquired and liabilities assumed: Assets acquired: Accounts receivable $ 5,226 Inventories 6,798 Prepaid expenses and other assets 572 Property and equipment 13,895 Tradenames 51,950 Distributor relationships 3,098 Private label customer relationships 1,328 Formulations 7,611 Goodwill 82,970 Fair value of assets acquired 173,448 Liabilities assumed Accounts payable and accrued liabilities 5,007 Income tax payable 7,878 Long term deferred tax liability 1,347 Other long-term liabilities 2,714 Total cost of acquisition $ 156,502 Based upon the allocation, the value assigned to intangible assets and goodwill totaled $147.0 million at the valuation date. The goodwill was generated primarily as a result of expected synergies to be achieved in the acquisition. Distributor relationships and private label customer relationships are being amortized on an accelerated basis over 30 and 7 years, respectively. Formulations are being amortized on a straight line basis over 10 years . These useful lives are based on an attrition rate based on industry experience, which management believes is appropriate in the Company's circumstances. The Company has also assigned $51.9 million to the value of the tradename acquired, which is not subject to amortization but is reviewed annually for impairment. Goodwill, which is also not subject to amortization, totaled $83.0 million (tax deductible goodwill of $53.6 million will result from the acquisition). The entire acquisition was allocated to the Birds Eye frozen segment. During the year ended December 28, 2014, the acquisition resulted in an additional $6.8 million of net sales and a net loss of $3.1 million , related to Garden Protein operations from November 14, 2014 to December 28, 2014, which included a $0.6 million charge related to the fair value step-up of inventories acquired and sold during 2014 and $3.1 million of transaction costs, primarily foreign exchange losses in addition to legal, accounting and other professional fees. The inventory-step up and transactions costs are recorded in Cost of products sold and Other expense (income), net in the Consolidated Statements of Operations, respectively. The acquisition was financed through cash on hand and borrowings of $40.0 million under our revolving credit facility which were repaid in full as of December 28, 2014. Unaudited pro forma revenue and net earnings related to the acquisition are not presented because the pro forma impact is not material. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 27, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The authoritative guidance for financial assets and liabilities discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs that reflect the Company’s assumptions. The Company’s financial assets and liabilities subject to recurring fair value measurements and the required disclosures are as follows: Fair Value Fair Value Measurements Using Fair Value Hierarchy Fair Value Fair Value Measurements Using Fair Value Hierarchy Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Interest rate derivatives $ — $ — $ — $ — $ 6,420 $ — $ 6,420 $ — Foreign currency derivatives 471 — 471 — 1,294 — 1,294 — Total assets at fair value $ 471 $ — $ 471 $ — $ 7,714 $ — $ 7,714 $ — Liabilities Interest rate derivatives $ 18,868 $ — $ 18,868 $ — $ 4,543 $ — $ 4,543 $ — Commodity derivatives 10,013 — 10,013 — 12,011 — 12,011 — Total liabilities at fair value $ 28,881 $ — $ 28,881 $ — $ 16,554 $ — $ 16,554 $ — The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of its debt funding and the use of derivative financial instruments. The primary risks managed by using derivative instruments are interest rate risk, foreign currency exchange risk and commodity price risk. The valuations of these instruments are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate, commodity, and foreign exchange forward curves. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments (or receipts) and the discounted expected variable cash receipts (or payments). The variable cash receipts (or payments) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. To comply with the provisions of the authoritative guidance for fair value disclosure, the Company incorporates credit valuation adjustments to appropriately reflect both its own non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of non-performance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. The Company had no fair value measurements based upon significant unobservable inputs (Level 3) as of December 27, 2015 or December 28, 2014 . In addition to the instruments named above, the Company also makes fair value measurements in connection with its annual goodwill and trade name impairment testing. These measurements fall into Level 3 of the fair value hierarchy. |
Shareholder's Equity, Equity Ba
Shareholder's Equity, Equity Based Compensation Expense and Earnings Per Share | 12 Months Ended |
Dec. 27, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments and Earnings Per Share [Abstract] | |
Shareholder's Equity, Equity Based Compensation Expense and Earnings Per Share | Shareholders' Equity, Equity Based Compensation Expense and Earnings Per Share Equity based Compensation Expense The Company has two long-term incentive programs: The 2007 Stock Incentive Plan (as defined below) and the 2013 Omnibus Incentive Plan (as defined below). Equity based compensation expense recognized during the period is based on the value of the portion of equity based payment awards that is ultimately expected to vest during the period. As equity based compensation expense recognized in the Consolidated Statements of Operations is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. The authoritative guidance for equity compensation requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Expense Information The following table summarizes equity based compensation expense which was allocated as follows: Fiscal year ended December 27, 2015 December 28, 2014 December 29, 2013 Cost of products sold $ 3,647 $ 5,565 $ 633 Marketing and selling expenses 3,642 5,836 1,399 Administrative expenses 7,461 23,977 5,792 Research and development expenses 372 573 109 Pre-Tax Equity Based Compensation Expense 15,122 35,951 7,933 Income Tax Benefit 5,638 4,738 2,083 Net Equity Based Compensation Expense $ 9,484 $ 31,213 $ 5,850 As of December 27, 2015 , cumulative unrecognized equity compensation expense of the unvested portion of shares and options for the Company's two long-term incentive programs was $28,991 . The weighted average period over which vesting will occur is approximately 0.9 years for the 2007 Stock Incentive Plan and 0.8 years for the 2013 Omnibus Incentive Plan. 2007 Stock Incentive Plan The Company adopted an equity option plan (the “2007 Stock Incentive Plan”) providing for the issuance of up to 1,104,888 shares of the Company's common stock through the granting of nonqualified stock options. As of December 27, 2015 any unvested awards vest ratably over five years from the date of grant. Subsequent to the adoption of the 2013 Omnibus Incentive Plan (as further described below), there will be no more grants under this plan. The following table summarizes the equity option transactions under the 2007 Stock Incentive Plan: Number of Options Weighted Average Exercise Price Weighted Average Fair Value at Grant Date Weighted Average Remaining Life Aggregate Intrinsic Value (000's) Outstanding, December 28, 2014 247,430 $ 10.11 $ 6.13 4.47 $ 6,306 Granted — — — Exercised (102,577 ) 10.27 6.40 Forfeitures (2,210 ) 13.12 4.24 Outstanding, December 27, 2015 142,643 $ 9.96 $ 5.97 3.42 $ 4,687 Exercisable and Expected to Vest, December 27, 2015 141,237 $ 9.90 $ 5.99 3.39 $ 4,649 Exercisable, December 27, 2015 139,135 $ 9.81 $ 6.02 3.34 $ 4,593 2013 Omnibus Incentive Plan In connection with the IPO, the Company adopted an equity incentive plan (the “2013 Omnibus Incentive Plan”) providing for the issuance of up to 11,300,000 shares of common stock. Awards granted under this plan include equity options, non-vested shares and restricted stock units ("RSU's"). The Company also granted non-vested performance shares ("PS's") and performance share units ("PSU's") both of which vest based on achievement of total shareholder return performance goals. Under the program, awards of PS's and PSU's will be earned by comparing the company's total shareholder return during a three -year period to the respective total shareholder returns of companies in a performance peer group. Based upon the company's ranking in the performance peer group, a recipient of PS's or PSU's may earn a total award ranging from 0% to 200% of the initial grant. Stock Options: During 2015, the Company granted 354,422 options under the 2013 Omnibus Incentive Plan. The options vest in full after three years . The exercise price of all options granted is equal to the market value of the shares on the date of grant. Options under the plans have a termination date of 10 years from the date of issuance. The following table summarizes the equity option transactions under the 2013 Omnibus Incentive Plan: Number of Options Weighted Average Exercise Price Weighted Average Fair Value at Grant Date Weighted Average Remaining Life Aggregate Intrinsic Value (000's) Outstanding, December 28, 2014 3,018,056 $ 22.88 $ 5.81 8.55 38,399 Granted 354,422 41.05 8.93 Exercised (5,937 ) 29.28 8.47 Forfeitures (198,275 ) 26.24 7.14 Outstanding, December 27, 2015 3,168,266 $ 24.72 $ 6.09 7.72 57,336 Expected to Vest, December 27, 2015 2,848,066 $ 23.78 $ 5.81 7.62 $ 54,219 None were exercisable as of December 27, 2015 . The Company currently uses the Black-Scholes pricing model as its method of valuation for equity option awards. The fair value of the options granted during the fiscal years ended December 27, 2015 , December 28, 2014 and December 29, 2013 was estimated on the date of the grant with the following weighted average assumptions: Fiscal year ended December 27, 2015 December 28, 2014 December 29, 2013 Risk-free interest rate 1.57 % 2.18 % 1.17 % Expected time to option exercise 6.50 years 6.50 years 6.50 years Expected volatility 27 % 37 % 35 % Expected dividend yield on Pinnacle Foods Inc. stock 2.29 % 2.88 % 3.54 % * * Dividend yield is based on the weighted average of the expected yield at the time of each grant, 3.54% is principally the result of options granted at the IPO price of $20.00 a share. No dividend was in effect prior to 2013. Volatility was based on the average volatility of a group of publicly traded food companies. The Company estimates the annual forfeiture rates to be approximately 11% under its long-term incentive plans. Cash received from option exercises for the fiscal years ended December 27, 2015 , December 28, 2014 and December 29, 2013 was $1,231 , $489 and $574 , respectively. Non-vested shares and RSU's: During 2015, the Company granted 220,291 RSU's under the 2013 Omnibus Incentive Plan. The awards vest in full over a period of one to three years . The following table summarizes the changes in non-vested shares and Restricted Stock Units ("RSU's"). Number of Shares Weighted Average Fair Value at Grant Date Aggregate Intrinsic Value (000's) Outstanding, December 28, 2014 474,375 $ 27.33 $ 16,888 Granted 220,291 41.35 Forfeitures (40,057 ) 33.31 Vested (204,658 ) 29.43 Outstanding, December 27, 2015 449,951 $ 32.71 $ 19,267 Expected to Vest, December 27, 2015 345,367 $ 32.59 $ 14,789 PS's and PSU's: During 2015, the Company granted 106,323 PS's and 80,118 PSU's under the 2013 Omnibus Incentive Plan. The awards vest in full over a period of two and a half to three years . The following table summarizes the changes in non-vested Performance Shares ("PS's") and Performance Share Units ("PSU's"). Number of Weighted Average Fair Value at Grant Date Aggregate Intrinsic Value (000's) Outstanding, December 28, 2014 239,147 $ 37.65 $ 8,514 Granted 186,441 48.62 Forfeitures (34,015 ) 40.01 Vested — — Outstanding, December 27, 2015 391,573 $ 42.67 $ 16,767 Expected to Vest, December 27, 2015 273,546 $ 42.67 $ 11,713 The Company estimated the fair value of PSU's at the date of grant using a Monte Carlo simulation. The fair value of the PSU's granted during the fiscal years ended December 27, 2015 and December 28, 2014 , was estimated on the date of the grant with the following assumptions: December 27, 2015 December 28, 2014 Risk-free interest rate 1.3 % 0.9 % Expected term 3.00 years 3.00 years Expected volatility 22 % 35 % Expected dividend yield 2.3 % 2.8 % Earnings Per Share Basic earnings per common share is computed by dividing net earnings or loss for common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share are calculated by dividing net earnings by weighted-average common shares outstanding during the period plus dilutive potential common shares, which are determined as follows: Fiscal year ended December 27, 2015 December 28, 2014 December 29, 2013 Weighted-average common shares 116,031,648 115,697,621 106,841,198 Effect of dilutive securities 1,290,878 1,187,601 1,777,542 Dilutive potential common shares 117,322,526 116,885,222 108,618,740 Dilutive potential common shares are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of all warrants and options are used to repurchase common stock at market value. The amount of shares remaining after the proceeds are exhausted represents the potentially dilutive effect of the securities. For the fiscal years ended December 27, 2015 , December 28, 2014 and December 29, 2013 , conversion of securities totaling 267,565 , 670,889 and 186,201 respectively, into common share equivalents were excluded from this calculation as their effect would have been anti-dilutive. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 27, 2015 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The components of Accumulated Other Comprehensive Loss consist of the following: Currency translation adjustments Gains (Losses) on cash flow hedges Change in pensions Total Balance at December 29, 2013 $ (466 ) $ 19,581 $ (26,612 ) $ (7,497 ) Other comprehensive loss before reclassification (1,588 ) (15,303 ) (13,233 ) (30,124 ) Amounts reclassified from accumulated other comprehensive loss — (154 ) 41 (113 ) Net current period other comprehensive loss (1,588 ) (15,457 ) (13,192 ) (30,237 ) Balance at December 28, 2014 $ (2,054 ) $ 4,124 $ (39,804 ) $ (37,734 ) Other comprehensive loss before reclassification (4,364 ) (13,559 ) (4,542 ) (22,465 ) Amounts reclassified from accumulated other comprehensive loss — 203 608 811 Net current period other comprehensive loss (4,364 ) (13,356 ) (3,934 ) (21,654 ) Balance at December 27, 2015 $ (6,418 ) $ (9,232 ) $ (43,738 ) $ (59,388 ) Other Comprehensive Earnings The following table presents amounts reclassified out of AOCL and into Net earnings for the fiscal years ended December 27, 2015 and December 28, 2014 . Gain/(Loss) Amounts Reclassified from AOCL Fiscal year ended Details about Accumulated Other Comprehensive Earnings Components December 27, 2015 December 28, 2014 Reclassified from AOCL to: Gains and losses on financial instrument contracts Interest rate contracts $ (3,737 ) $ (877 ) Interest expense Foreign exchange contracts 3,211 1,502 Cost of products sold Total before tax (526 ) 625 Tax (expense) benefit 323 (471 ) Provision for income taxes Net of tax (203 ) 154 Pension actuarial assumption adjustments Amortization of actuarial loss (981 ) (67 ) (a) Cost of products sold Tax benefit 373 26 Provision for income taxes Net of tax (608 ) (41 ) Net reclassifications into net earnings $ (811 ) $ 113 (a) This is included in the computation of net periodic pension cost (see Note 11 for additional details). |
Other Expense (Income), net and
Other Expense (Income), net and Termination Fee Received, Net of Costs | 12 Months Ended |
Dec. 27, 2015 | |
Other Income and Expenses [Abstract] | |
Other Expense (Income), net and Termination Fee Received, Net of Costs | Other Expense (Income), net and Termination Fee Received, Net of Costs Other Expense (Income), net Fiscal year December 27, December 28, December 29, Other expense (income), net consists of: Amortization of intangibles/other assets $ 13,554 $ 13,917 $ 15,875 Boulder Brands acquisition costs (Note 19) 1,713 — — Wish-Bone acquisition costs (Note 3) — — 6,067 Garden Protein acquisition costs (Note 3) — 3,121 — Foreign exchange losses 4,731 655 — Redemption premium on the early extinguishment of debt — — 34,180 Royalty income and other (892 ) (1,712 ) (918 ) Total other expense (income), net $ 19,106 $ 15,981 $ 55,204 Foreign exchange losses. Represents foreign exchange losses from intra-entity loans resulting from the Garden Protein acquisition that are anticipated to be settled in the foreseeable future. Redemption premium on the early extinguishment of debt. On May 10, 2013, as part of the 2013 Refinancing the Company redeemed all $400.0 million of its outstanding 8.25% Senior Notes at a redemption price of 108.5% of the aggregate principal amount at a premium of $34.2 million . For more information on debt refinancings, see Note 10 to the Consolidated Financial Statements for Debt and Interest Expense. Termination Fee Received, Net of Costs, Associated With the Hillshire Merger Agreement On May 12, 2014 the Company entered into a definitive merger agreement for the sale of the Company to The Hillshire Brands Company ("Hillshire"). Subsequently, Hillshire received an offer from Tyson Foods, Inc. ("Tyson") to acquire all of its outstanding common shares. On June 16, 2014, in light of the Tyson offer, Hillshire's board of directors withdrew its recommendation of the pending acquisition of the Company. Under the terms of the merger agreement, as a result of the change in recommendation, the Company had the right to terminate its merger agreement with Hillshire, which it did on June 30, 2014. As a result of the termination, on July 2, 2014, the Company received a merger termination fee payment of $163.0 million from Tyson, on behalf of Hillshire. One-time fees and expenses associated with the merger agreement, comprising external advisors' fees and employee retention incentives, including equity awards, totaled $19.2 million , of which $17.4 million was incurred in fiscal 2014, with the remainder in the first quarter of fiscal 2015. The net impact on 2014 pre-tax earnings of $145.6 million is included on the various lines of the Consolidated Statement of Operations as follows: $(153.0) million in Termination Fee Received, Net of Costs, $2.9 million in Cost of products sold, $2.0 million in Marketing and selling expenses, $2.2 million in Administrative expenses and $0.3 million in Research and development expenses. |
Balance Sheet Information
Balance Sheet Information | 12 Months Ended |
Dec. 27, 2015 | |
Balance Sheet Information [Abstract] | |
Balance Sheet Information | Balance Sheet Information Accounts Receivable. Customer accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for cash discounts, returns and bad debts is the Company's best estimate of the amount of uncollectible amounts in its existing accounts receivable. The Company determines the allowance based on historical discounts taken and write-off experience. The Company reviews its allowance for doubtful accounts quarterly. Account balances are charged off against the allowance when the Company concludes it is probable the receivable will not be recovered. The Company does not have any off-balance sheet credit exposure related to its customers. Accounts receivable are as follows: December 27, 2015 December 28, 2014 Customers $ 219,352 $ 190,321 Allowances for cash discounts, bad debts and returns (7,902 ) (6,801 ) Subtotal 211,450 183,520 Other receivables 8,286 7,234 Total $ 219,736 $ 190,754 Following are the changes in the allowance for cash discounts, bad debts, and returns: Beginning Ending Balance Revenue Reductions Deductions Balance Fiscal 2015 $ 6,801 $ 98,374 $ (97,273 ) $ 7,902 Fiscal 2014 5,849 96,491 (95,539 ) 6,801 Fiscal 2013 5,149 87,005 (86,305 ) 5,849 Inventories. Inventories are as follows: December 27, December 28, Raw materials, containers and supplies $ 57,145 $ 60,828 Finished product (1) 345,956 295,639 Total $ 403,101 $ 356,467 (1) Included in Finished products was $61,527 and $45,421 of crop related inventory as of December 27, 2015 and December 28, 2014 respectively. The Company has various purchase commitments for raw materials, containers, supplies and certain finished products incident to the ordinary course of business. Such commitments are not at prices in excess of current market. Other Current Assets. Other Current Assets are as follows: December 27, 2015 December 28, 2014 Prepaid expenses and other $ 8,166 $ 8,139 Prepaid income taxes 5,511 84 Total $ 13,677 $ 8,223 Plant Assets. Plant assets are as follows: December 27, 2015 December 28, 2014 Land $ 14,948 $ 14,211 Buildings 246,988 208,341 Machinery and equipment 716,314 641,818 Projects in progress (a) 61,153 91,175 Subtotal 1,039,403 955,545 Accumulated depreciation (408,294 ) (349,639 ) Total $ 631,109 $ 605,906 Depreciation was $76,106 , $66,710 and $62,350 during the fiscal years ended December 27, 2015 , December 28, 2014 and December 29, 2013 , respectively. As of December 27, 2015 and December 28, 2014 , Machinery and equipment included assets under capital lease with a book value of $16,372 and $18,127 (net of accumulated depreciation of $11,018 and $9,935 ), respectively. (a) The significant decrease in Projects in process as of December 27, 2015 as compared to December 28, 2014 primarily relates to the 2015 transition of Wish-Bone manufacturing into our St. Elmo, Illinois location. Accrued Liabilities. Accrued liabilities are as follows: December 27, December 28, Employee compensation and benefits $ 55,416 $ 52,404 Interest payable 12,127 12,239 Consumer coupons 2,035 1,912 Accrued financial instrument contracts (see note 12) 5,957 10,276 Accrued broker commissions 4,651 3,526 Other 20,324 26,131 Total $ 100,510 $ 106,488 Other Long-Term Liabilities. Other long-term liabilities are as follows: December 27, December 28, Employee compensation and benefits $ 9,806 $ 9,506 Long-term rent liability and deferred rent allowances 7,774 8,431 Liability for uncertain tax positions 7,712 2,064 Accrued financial instrument contracts (see note 12) 22,924 6,280 Other 6,290 8,024 Total $ 54,506 $ 34,305 |
Goodwill, Tradename and Other A
Goodwill, Tradename and Other Assets | 12 Months Ended |
Dec. 27, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Tradenames and Other Assets | Goodwill, Tradenames and Other Assets Goodwill Goodwill by segment is as follows: Birds Eye Frozen Duncan Hines Grocery Specialty Foods Total Balance, December 29, 2013 $ 527,069 $ 927,065 $ 173,961 $ 1,628,095 Gilster acquisition (Note 3) — 9,550 — 9,550 Garden Protein acquisition (Note 3) 84,257 — — 84,257 Foreign currency adjustment (2,342 ) — — (2,342 ) Balance, December 28, 2014 $ 608,984 $ 936,615 $ 173,961 $ 1,719,560 Foreign currency adjustment (4,265 ) — — (4,265 ) Purchase price adjustment (1) (1,287 ) — — (1,287 ) Balance, December 27, 2015 $ 603,432 $ 936,615 $ 173,961 $ 1,714,008 (1) Primarily relates to a 2015 post close working capital adjustment of the preliminary purchase price related to the Garden Protein acquisition. The authoritative guidance for business combinations requires that all business combinations be accounted for at fair value under the acquisition method of accounting. The authoritative guidance for goodwill provides that goodwill will not be amortized, but will be tested for impairment on an annual basis or more often when events indicate. The Company completed its annual testing in the third quarter of 2015, resulting in no impairment. All of the Company's acquisitions are accounted for in accordance with the authoritative guidance for business combinations. The Gilster and Garden Protein acquisitions resulted in $ 9,550 and $84,257 of goodwill being recorded in the second quarter of 2014 and fourth quarter of 2014, respectively. Tradenames Tradenames by segment are as follows: Birds Eye Duncan Hines Specialty Frozen Grocery Foods Total Balance, December 29, 2013 $ 796,680 $ 1,118,712 $ 36,000 $ 1,951,392 Garden Protein acquisition (Note 3) 51,950 — — 51,950 Foreign currency adjustment (1,468 ) — — (1,468 ) Balance, December 28, 2014 $ 847,162 $ 1,118,712 $ 36,000 $ 2,001,874 Foreign currency adjustment (826 ) — — (826 ) Balance, December 27, 2015 $ 846,336 $ 1,118,712 $ 36,000 $ 2,001,048 The authoritative guidance for indefinite-lived assets provides that indefinite-lived assets will not be amortized, but will be tested for impairment on an annual basis or more often when events indicate. The Company completed its annual testing in the third quarter of 2015, resulting in no impairment. The allocation of the Garden Protein acquisition purchase price resulted in $ 51,950 of indefinite-lived tradename intangible assets being recorded in the fourth quarter of 2014. Other Assets December 27, 2015 Weighted Avg Life Gross Carrying Amount Accumulated Amortization Net Amortizable intangibles Recipes 10 $ 60,094 $ (47,077 ) $ 13,017 Customer relationships - Distributors 35 142,129 (46,507 ) 95,622 Customer relationships - Private Label 7 1,290 (399 ) 891 License 7 6,175 (5,800 ) 375 Total amortizable intangibles $ 209,688 $ (99,783 ) $ 109,905 Debt acquisition costs 46,313 (29,216 ) 17,097 Other (1) 9,282 — 9,282 Total other assets, net $ 136,284 Amortizable intangibles by segment Birds Eye Frozen $ 60,510 Duncan Hines Grocery 45,503 Specialty Foods 3,892 $ 109,905 December 28, 2014 Weighted Avg Life Gross Carrying Amount Accumulated Amortization Net Amortizable intangibles Recipes 10 $ 60,206 $ (41,027 ) $ 19,179 Customer relationships - Distributors 35 142,156 (40,616 ) 101,540 Customer relationships - Private Label 7 1,290 (43 ) 1,247 License 7 6,175 (4,563 ) 1,612 Total amortizable intangibles $ 209,827 $ (86,249 ) $ 123,578 Debt acquisition costs 45,913 (25,244 ) 20,669 Financial instruments (see note 12) 6,420 — 6,420 Other (1) 7,229 — 7,229 Total other assets, net $ 157,896 Amortizable intangibles by segment Birds Eye Frozen $ 67,525 Duncan Hines Grocery 51,637 Specialty Foods 4,416 $ 123,578 (1) As of December 27, 2015 and December 28, 2014 , Other primarily consists of security deposits and supplemental savings plan investments. Amortization of intangible assets was $13,554 , $13,917 and $15,875 during the fiscal years ended December 27, 2015 , December 28, 2014 and December 29, 2013 , respectively. Estimated amortization expense for each of the next five years and thereafter is as follows: 2016 - $12,200 ; 2017 - $7,400 ; 2018 - $5,800 ; 2019 - $5,500 ; 2020 - $5,200 and thereafter - $74,000 . Debt Acquisition Costs All debt acquisition costs, which relate to the Amended Credit Agreement and Senior Notes (as defined below) are amortized into interest expense over the life of the related debt using the effective interest method. Amortization of debt acquisition costs was $3,972 , $4,046 and $4,395 during the fiscal years ended December 27, 2015 , December 28, 2014 and December 29, 2013 , respectively. The following summarizes debt acquisition cost activity: Gross Carrying Amount Accumulated Amortization Net Balance, December 28, 2014 $ 45,913 $ (25,244 ) $ 20,669 2015 - Additions 400 — 400 - Amortization — (3,972 ) (3,972 ) Balance, December 27, 2015 $ 46,313 $ (29,216 ) $ 17,097 |
Debt and Interest Expense
Debt and Interest Expense | 12 Months Ended |
Dec. 27, 2015 | |
Debt Disclosure [Abstract] | |
Debt and Interest Expense | Debt and Interest Expense December 27, December 28, Short-term borrowings - Notes payable $ 2,225 $ 2,396 Total short-term borrowings $ 2,225 $ 2,396 Long-term debt - Amended Credit Agreement - Tranche G Term Loans due 2020 $ 1,409,625 $ 1,409,625 - Amended Credit Agreement - Tranche H Term Loans due 2020 514,500 519,750 - 4.875% Senior Notes due 2021 350,000 350,000 - 3.0% Note payable to Gilster Mary Lee Corporation due 2018 8,878 12,497 - Unamortized discount on long term debt (10,347 ) (12,728 ) - Capital lease obligations 15,123 18,756 2,287,779 2,297,900 Less: current portion of long-term obligations 14,847 11,916 Total long-term debt $ 2,272,932 $ 2,285,984 Interest expense Fiscal year December 27, December 28, December 29, Interest expense, third party $ 79,771 $ 87,765 $ 102,286 Related party interest expense (Note 14) 1,033 1,602 1,880 Amortization of debt acquisition costs (Note 9) 3,972 4,046 4,395 Write-off of debt acquisition costs — 983 12,725 Write-off of original issue discount — 896 2,182 Financing costs — — 4,762 Interest rate swap losses (Note 12) 3,737 882 4,124 Total interest expense $ 88,513 $ 96,174 $ 132,354 Amended Credit Agreement On July 8, 2014, the Company repaid $200.0 million of the Tranche G Term Loans (defined below) with a combination of the Hillshire merger termination fee received and cash on hand. As part of the pay down, the Company wrote off $0.9 million existing original issue discount and $1.0 million of debt acquisition costs. As of September 28, 2014, Pinnacle Foods Finance LLC ("Pinnacle Foods Finance") achieved a total net leverage ratio of less than 4.25 :1.0, which resulted in a 25 basis point reduction on the interest rate on our Amended Credit Agreement. The lower rate took effect in the fourth quarter of 2014 and will remain in effect as long as the total net leverage ratio is maintained below 4.25 :1.0. As of December 27, 2015, the total net leverage ratio was 3.81 :1.0. On April 3, 2013, the Company completed its IPO which is further described in Note 1. A portion of the net proceeds of the IPO was used to redeem the entire $ 465.0 million in aggregate principal amount of Pinnacle Foods Finance's 9.25% Senior Notes at a redemption price of 100.0% . This is explained in greater detail under the section titled, “Senior and Other Notes. ” The remaining net proceeds, together with cash on hand, were used to repay $ 202.0 million of term loans under the then existing credit agreement. On April 29, 2013, (the "2013 Refinancing"), Pinnacle Foods Finance, entered into the Second Amendment to the Amended and Restated Credit Agreement (the “Second Amended and Restated Credit Agreement”), which provided for a seven year term loan facility in the amount of $ 1,630.0 million (the "Tranche G Term Loans"). Pursuant to the terms of the Second Amended and Restated Credit Agreement, the Company replaced its previous credit agreement (the “Existing Senior Secured Credit Agreement”) with a five year $ 150.0 million revolving credit facility. Additionally, Pinnacle Foods Finance issued 4.875% Senior Notes in the aggregate principal amount of $ 350.0 million (the " 4.875% Senior Notes") due 2021. In accordance with the terms of the Second Amended and Restated Credit Agreement, Pinnacle Foods Finance used a portion of the proceeds from the Tranche G Term Loans and the 4.875% Senior Notes issuance to (i) repay all existing indebtedness outstanding under the Existing Senior Secured Credit Agreement, consisting of (a) $ 38.1 million of Tranche B Non-Extended Term Loans, (b) $ 634.7 million of Tranche B Extended Term Loans, (c) $ 396.0 million of Tranche E Term Loans and (d) $ 446.6 million of Tranche F Term Loans and (ii) redeem the entire $ 400.0 million in aggregate principal amount of Pinnacle Foods Finance's 8.25% Senior Notes due 2017 at a redemption price of 108.5% . In connection with the 2013 Refinancing, Pinnacle Foods Finance incurred deferred financing fees which are detailed in Note 9 to the Consolidated Financial Statements, “Goodwill, Tradenames and Other Assets”. Also, Pinnacle Foods Finance incurred $ 4.1 million of original issue discount on the new Tranche G Term Loans, and wrote off $2.2 million of existing original issue discount. To partially fund the Wish-Bone acquisition, on October 1, 2013 as described in Note 3, Pinnacle Foods Finance entered into an amendment to the Second Amended and Restated Credit Agreement (the “Amended Credit Agreement”) in the form of incremental term loans in the amount of $ 525.0 million (the “Tranche H Term Loans”). The Tranche H Term Loans have consistent terms with the Tranche G Term Loans. In connection with the Tranche H Term Loans, Pinnacle Foods Finance incurred $8.5 million of original issue discount and deferred financing fees of $ 10.5 million . The stated maturity dates are: April 29, 2020 for the Tranche G Loans and Tranche H Term Loans, and April 29, 2018 for the revolving credit facility. Pinnacle Foods Finance's borrowings under the Amended Credit Agreement, bear interest at a floating rate and are maintained as base rate loans or as eurocurrency rate loans. Base rate loans bear interest at the base rate plus the applicable base rate margin, as described in the Amended Credit Agreement. The base rate is defined as the highest of (i) the administrative agent's prime rate, (ii) the federal funds effective rate plus 1/2 of 1% and (iii) the eurocurrency rate that would be payable on such day for a eurocurrency rate loan with a one-month interest period plus 1% . Eurocurrency rate loans bear interest at the adjusted eurocurrency rate plus the applicable eurocurrency rate margin, as described in the Amended Credit Agreement. The eurocurrency rate is determined by reference to the British Bankers Association "BBA" LIBOR rate for the interest period relevant to such borrowing. With respect to Tranche G Term Loans and Tranche H Term Loans, the eurocurrency rate shall be no less than 0.75% per annum and the base rate shall be no less than 1.75% per annum. The interest rate margin for Tranche G Term Loans and the Tranche H Term Loans under the Amended Credit Agreement is 1.25% , in the case of the base rate loans and 2.25% , in the case of Eurocurrency rate loans. As previously mentioned the margin is subject to a 25 basis point step down upon achievement by Pinnacle Foods Finance of a total net leverage ratio of less than 4.25 :1.0 which was achieved as of September 28, 2014 and maintained as of December 27, 2015 . In line with the Amended Credit Agreement the lower rate took effect in the fourth quarter of 2014. The obligations under the Amended Credit Agreement are unconditionally and irrevocably guaranteed by Peak Finance Holdings LLC, any subsidiary of Peak Finance Holdings LLC that directly or indirectly owns 100% of the issued and outstanding equity interests of Pinnacle Foods Finance, subject to certain exceptions, each of Pinnacle Foods Finance’s direct or indirect material wholly-owned domestic subsidiaries (collectively, the “Guarantors”) and by the Company effective with the 2013 Refinancing. In addition, subject to certain exceptions and qualifications, borrowings under the Amended Credit Agreement are secured by first priority or equivalent security interests in (i) all the capital stock of, or other equity interests in, each direct or indirect domestic material subsidiary of Pinnacle Foods Finance and 65% of the capital stock of, or other equity interests in, each direct material "first tier" foreign subsidiary of Pinnacle Foods Finance and (ii) certain tangible and intangible assets of Pinnacle Foods Finance and those of the Guarantors (subject to certain exceptions and qualifications). The total combined amount of the Amended Credit Agreement loans that were owed to affiliates of Blackstone as of December 27, 2015 and December 28, 2014 , was $27.7 million and $47.3 million , respectively. A commitment fee of 0.375% per annum based on current leverage ratios is applied to the unused portion of the revolving credit facility. There were no revolver borrowings outstanding as of December 27, 2015. There were no revolver borrowings made during the fiscal 2015, however, the weighted average interest rate on the revolving credit facility would have been 2.5% calculated on the Eurocurrency rate or 4.5% calculated on the base rate. There were revolver borrowings made during the fiscal years ending December 28, 2014 and the weighted average interest rates on the revolving credit facility were 2.95% . There were no revolver borrowings made during fiscal 2013, however, the weighted average interest rate on the revolving credit facility would have been 2.67% calculated on the Eurocurrency rate or 4.75% calculated on the base rate. For the fiscal years ended December 27, 2015 , December 28, 2014 , December 29, 2013 , the weighted average interest rate on the term loan components of the Senior Secured Credit Facility were 3.00% , 3.20% and 3.52% , respectively. As of December 27, 2015 and December 28, 2014 the Eurocurrency interest rate on the term loan facilities was 3.00% and 3.00% , respectively. Pinnacle Foods Finance pays a fee for all outstanding letters of credit drawn against the revolving credit facility at an annual rate equivalent to the applicable eurocurrency rate margin then in effect under the revolving credit facility, plus the fronting fee payable in respect of the applicable letter of credit. The fronting fee is equal to 0.125% per annum of the daily maximum amount then available to be drawn under such letter of credit. The fronting fees are computed on a quarterly basis in arrears. Total letters of credit issued under the revolving credit facility cannot exceed $50.0 million . As of December 27, 2015 and December 28, 2014 , Pinnacle Foods Finance had utilized $29.6 million and $32.2 million , respectively of the revolving credit facility for letters of credit. As of December 27, 2015 and December 28, 2014 , respectively, there was $120.4 million and $117.8 million of borrowing capacity under the revolving credit facility, of which $20.4 million and $17.8 million was available to be used for letters of credit. Under the terms of the Amended Credit Agreement, Pinnacle Foods Finance is required to use 50% of its “Excess Cash Flow” to prepay the term loans under the Amended Credit Agreement (which percentage will be reduced to 25% at a total net leverage ratio of between 4.50 and 5.49 and to 0% at a total net leverage ratio below 4.50 ). As of December 27, 2015 , Pinnacle Foods Finance had a total net leverage ratio of 3.81 :1.0. Excess Cash Flow is defined as consolidated net income (as defined), as adjusted for certain items, including (1) all non-cash charges and credits included in arriving at consolidated net income, (2) changes in working capital, (3) capital expenditures (to the extent they were not financed with debt), (4) the aggregate amount of principal payments on indebtedness and (5) certain other items defined in the Amended Credit Agreement. For the 2015 reporting year, Pinnacle Foods Finance determined that there were no amounts due under the Excess Cash Flow requirements of the Senior Secured Credit Facility. The term loans under the Amended Credit Agreement amortize in quarterly installments of 0.25% of their aggregate funded total principal amount. As a result of the July 8, 2014 prepayment, there are no scheduled principal payments of the Tranche G Term Loans until April 2020, when the balance is due in full. The scheduled principal payments of the Tranche H Term Loans outstanding as of December 27, 2015 are $5.3 million in 2016, $6.6 million in 2017, $3.9 million in 2018, $5.3 million in 2019, and $493.4 million in 2020. Pursuant to the terms of the Amended Credit Agreement, Pinnacle Foods Finance is required to maintain a ratio of Net First Lien Secured Debt to Covenant Compliance EBITDA of no greater than 5.75 to 1.00. Net First Lien Secured Debt is defined as aggregate consolidated secured indebtedness, less the aggregate amount of all unrestricted cash and cash equivalents. In addition, under the Amended Credit Agreement and the indenture governing the Senior Notes, Pinnacle Foods Finance's ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is tied to the Senior Secured Leverage Ratio (which is currently the same as the ratio of Net First Lien Secured Debt to Covenant Compliance EBITDA described above), in the case of the Amended Credit Agreement, or to the ratio of Covenant Compliance EBITDA to fixed charges for the most recently concluded four consecutive fiscal quarters, in the case of the Senior Notes. The Amended Credit Agreement also permits restricted payments up to an aggregate amount of (together with certain other amounts) the greater of $50 million and 2% of Pinnacle Foods Finance's consolidated total assets, so long as no default has occurred and is continuing and its pro forma Senior Secured Leverage Ratio would be no greater than 4.25 to 1.00. As of December 27, 2015 the Company is in compliance with all covenants and other obligations under the Amended Credit Agreement and the indenture governing the Senior Notes. Senior and Other Notes To partially fund the Gilster acquisition, on March 31, 2014 as described in Note 3, the Company entered into a $14.9 million note payable to Gilster Mary Lee Corporation. The note has a four -year term with a maturity date of March 31, 2018 and bears interest at 3.0% per annum. On April 3, 2013, the Company completed its IPO which is further described in Note 1. A portion of the net proceeds from the IPO was used to redeem the entire $465.0 million in aggregate principal amount of Pinnacle Foods Finance's 9.25% Senior Notes at a redemption price of 100.0% . On April 29, 2013, as part of the 2013 Refinancing, Pinnacle Foods Finance, an indirect subsidiary of the Company, issued $350.0 million aggregate principal amount of 4.875% Senior Notes (the " 4.875% Senior Notes") due 2021. As a result of the 2013 Refinancing, Pinnacle Foods Finance used a portion of the proceeds from the Tranche G Term Loans and the 4.875% Senior Notes issuance to redeem the entire $400.0 million in aggregate principal amount of Pinnacle Foods Finance's 8.25% Senior Notes due 2017 at a redemption price of 108.5% . The 4.875% Senior Notes are general senior unsecured obligations of Pinnacle Foods Finance, effectively subordinated in right of payment to all existing and future senior secured indebtedness of Pinnacle Foods Finance and guaranteed on a full, unconditional, joint and several basis by Pinnacle Foods Finance’s wholly-owned domestic subsidiaries that guarantee other indebtedness of Pinnacle Foods Finance and by the Company. See Note 18 for the condensed Consolidated Financial Statements for Guarantor and Nonguarantor Financial Statements. Pinnacle Foods Finance may redeem some or all of the 4.875% Senior Notes at any time prior to May 1, 2016 at a price equal to 100% of the principal amount of notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date, subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date. The “Applicable Premium” is defined as the greater of (1) 1.0% of the principal amount of such note and (2) the excess, if any, of (a) the present value at such redemption date of (i) the redemption price of such 4.875% Senior Notes at May 1, 2016, plus (ii) all required interest payments due on such 4.875% Senior Notes through May 1, 2016 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the treasury rate plus 50 basis points over (b) the principal amount of such note. Pinnacle Foods Finance may redeem the 4.875% Senior Notes at the redemption prices listed below, if redeemed during the twelve-month period beginning on May 1 st of each of the years indicated below: Year Percentage 2016 103.656% 2017 102.438% 2018 101.219% 2019 and thereafter 100.000% In addition, until May 1, 2016, Pinnacle Foods Finance may redeem up to 35% of the aggregate principal amount of the 4.875% Senior Notes at a redemption price equal to 104.875% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, subject to the right of holders of the 4.875% Senior Notes of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by Pinnacle Foods Finance from one or more equity offerings; provided that (i) at least 50% of the aggregate principal amount of the 4.875% Senior Notes originally issued under the indenture remains outstanding immediately after the occurrence of each such redemption and (ii) each such redemption occurs within 120 days of the date of closing of each such equity offering. As market conditions warrant, Pinnacle Foods Finance and its subsidiaries, affiliates or significant equity holders may from time to time, in its or their sole discretion, purchase, repay, redeem or retire any of Pinnacle Foods Finance’s outstanding debt or equity securities (including any publicly issued debt or equity securities), in privately negotiated or open market transactions, by tender offer, exchange offer or otherwise. The estimated fair value of the Company’s long-term debt, including the current portion, as of December 27, 2015 , is as follows: December 27, 2015 Issue Face Value Fair Value Amended Credit Agreement - Tranche G Term Loans $ 1,409,625 $ 1,384,957 Amended Credit Agreement - Tranche H Term Loans 514,500 505,496 3.0% Note payable to Gilster Mary Lee Corporation 8,878 8,878 4.875% Senior Notes 350,000 337,750 $ 2,283,003 $ 2,237,081 The estimated fair value of the Company’s long-term debt, including the current portion, as of December 28, 2014 , is as follows: December 28, 2014 Issue Face Value Fair Value Amended Credit Agreement - Tranche G Term Loans $ 1,409,625 $ 1,367,336 Amended Credit Agreement - Tranche H Term Loans 519,750 504,158 3.0% Note payable to Gilster Mary Lee Corporation 12,497 12,497 4.875% Senior Notes 350,000 346,500 $ 2,291,872 $ 2,230,491 The estimated fair values of the Company's long-term debt are classified as Level 2 in the fair value hierarchy. The fair value is based on the quoted market price for such notes and borrowing rates currently available to the Company for loans with similar terms and maturities. |
Pension and Retirement Plans
Pension and Retirement Plans | 12 Months Ended |
Dec. 27, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Retirement Plans | Pension and Retirement Plans The Company accounts for pension and retirement plans in accordance with the authoritative guidance for retirement benefit compensation . This guidance requires recognition of the funded status of a benefit plan in the statement of financial position. The guidance also requires recognition in accumulated other comprehensive earnings of certain gains and losses that arise during the period but are deferred under pension accounting rules. On December 31, 2013, the Pinnacle Foods Pension Plan merged into the Birds Eye Foods Pension Plan in order to achieve administrative, operational and cost efficiencies. The merged plan was renamed the Pinnacle Foods Group LLC Pension Plan (the "Plan"). The Plan is frozen for future benefit accruals. The Company also has two qualified 401(k) plans, two non-qualified supplemental savings plans and participates in a multi-employer defined benefit plan. Pinnacle Foods Group LLC Pension Plan The Plan covers eligible union employees and provides benefits generally based on years of service and employees’ compensation. The Plan is frozen for future benefits. The Plan is funded in conformity with the funding requirements of applicable government regulations. The Plan assets consist principally of cash equivalents, equity and fixed income common collective trusts. The Plan assets do not include any of the Company’s own equity or debt securities. The following table reconciles the changes in our benefit obligation: Fiscal year ended December 27, 2015 December 28, 2014 December 29, 2013 Change in Benefit Obligation Net benefit obligation at beginning of the period $ 277,253 $ 251,557 $ 292,290 Service cost — — 69 Interest cost 10,474 11,517 10,961 Actuarial loss (gain) (12,264 ) 31,878 (33,919 ) Gross benefits paid (17,179 ) (17,699 ) (17,844 ) Net benefit obligation at end of the period 258,284 277,253 251,557 Change in Plan Assets Fair value of plan assets at beginning of the period 218,127 204,349 194,165 Employer contributions 3,123 7,793 8,278 Actual return on plan assets (7,049 ) 23,684 19,750 Gross benefits paid (17,179 ) (17,699 ) (17,844 ) Fair value of plan assets at end of the period 197,022 218,127 204,349 Funded status at end of the year $ (61,262 ) $ (59,126 ) $ (47,208 ) Amounts recognized in the Consolidated Balance Sheets Accrued pension benefits $ (60,996 ) $ (58,799 ) $ (46,861 ) Accrued pension benefits (part of accrued liabilities) (266 ) (327 ) (347 ) Net amount recognized at end of the period $ (61,262 ) $ (59,126 ) $ (47,208 ) Amounts recognized in Accumulated Other Comprehensive Loss Net loss $ 56,762 $ 49,779 $ 28,512 Net amount recognized at end of the period $ 56,762 $ 49,779 $ 28,512 Accumulated benefit obligation 258,284 277,253 251,557 Weighted average assumptions Discount rate 4.20 % 3.85 % 4.76 % The following represents the components of net periodic (benefit) cost: Pension Benefits Fiscal year December 27, December 28, December 29, Service cost $ — $ — $ 69 Interest cost 10,474 11,517 10,961 Expected return on assets (13,233 ) (13,150 ) (13,386 ) Amortization of actuarial loss 1,005 76 1,413 Net periodic benefit $ (1,754 ) $ (1,557 ) $ (943 ) Weighted average assumptions: Discount rate 3.85 % 4.76 % 3.88 % Expected return on plan assets 6.25 % 6.50 % 7.00 % Rate of compensation increase N/A N/A N/A To develop the expected long-term rate of return on assets assumption, the Company considered the current level of expected returns on risk-free investments (primarily government bonds), the historical level of the risk premium associated with the other asset classes in which the portfolio is invested and the expectations for future returns of each asset class. The expected return for each asset class was then weighted based on the target asset allocation to develop the expected long-term rate of return on assets assumption. Plan Assets The following table sets forth the weighted-average asset allocations of the Company's pension plans by asset category: December 27, 2015 December 28, 2014 Asset category Equity securities 41 % 40 % Debt securities 58 % 59 % Cash 1 % 1 % Total 100 % 100 % The Plan's investments in equity or debt securities is based on a glide path strategy where the investment in debt securities increases as the Plan's funded status becomes smaller. Based on the current funded status, the policy is to invest approximately 41% of plan assets in equity securities and 59% in fixed income securities. Periodically, the plan assets are rebalanced to maintain these allocation percentages and the investment policy is reviewed. Within each investment category, assets are allocated to various investment styles. Professional managers manage all assets and a consultant is engaged to assist in evaluating these activities. The expected long-term rate of return on assets was determined by assessing the rates of return on each targeted asset class, return premiums generated by portfolio management and by comparison of rates utilized by other companies. The following table summarizes the Pinnacle Foods Group LLC Pension Plan's investments measured at fair value on a recurring basis: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs that reflect the Company's assumptions. There are no Level 3 assets. Fair Value Fair Value Measurements Using Fair Value Hierarchy Level 1 Level 2 Level 3 Short-term investments: Short-term Investment Fund $ 1,851 $ — $ 1,851 $ — Equity Common/collective trusts: Small/ Mid Capitalization Fund 10,757 — 10,757 — Large Capitalization Equity Fund 43,541 — 43,541 — International Fund 25,837 — 25,837 — Fixed Income Common/collective trusts: Fixed Income Fund 115,036 — 115,036 — Total assets at fair value $ 197,022 $ — $ 197,022 $ — Fair Value Fair Value Measurements Using Fair Value Hierarchy Level 1 Level 2 Level 3 Short-term investments: Short-term Investment Fund $ 1,652 $ — $ 1,652 $ — Equity Common/collective trusts: Small/ Mid Capitalization Fund 11,574 — 11,574 — Large Capitalization Equity Fund 49,149 — 49,149 — International Fund 27,429 — 27,429 — Fixed Income Common/collective trusts: Fixed Income Fund 128,323 — 128,323 — Total assets at fair value $ 218,127 $ — $ 218,127 $ — Cash Flows Contributions. The Company made contributions to the Plan totaling $3.1 million in fiscal 2015 , $7.8 million in fiscal 2014 and $8.3 million in fiscal 2013 . In fiscal 2016, the Company does not expect to make any significant contributions. Estimated Future Benefit Payments for all Plans The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid: Year Benefit Payment ($) 2016 15,952 2017 15,216 2018 15,400 2019 15,870 2020 15,586 2021-2025 77,378 Savings Plans The Company's employees participate in 401(k) plans. Pinnacle matches 50% of employee contributions up to five percent of compensation for union employees after one year of continuous service and six percent of compensation for salaried employees and it is our current intent to continue the match at these levels. Employer contributions made by the Company relating to these plans were $5.6 million for fiscal 2015 , $5.1 million for fiscal 2014 and $4.6 million for fiscal 2013 . In addition, the Company sponsors two non-qualified Plans. One is the Birds Eye Foods non-qualified plan which was closed to new contributions on April 1, 2010. The second plan is the Pinnacle Foods Supplemental Savings Plan which was approved by the Compensation Committee of the Board of Directors on September 11, 2012 to become effective in 2013 and was adopted for the purpose of allowing all Company employees, regardless of compensation level, the opportunity to receive the same 3% match on total compensation (base salary plus bonus). Multi-employer Plan Pinnacle contributes to the United Food and Commercial Workers International Union Industry Pension Fund (EIN 51-6055922) (the "UFCW Plan") under the terms of the collective-bargaining agreement with its Fort Madison employees. For the fiscal years ended December 27, 2015 , December 28, 2014 and December 29, 2013 contributions to the UFCW Plan were $0.8 million , $0.8 million and $0.8 million , respectively. The contributions to this plan are paid monthly based upon the number of employees. They represent less than 5% of the total contributions received by this plan during the most recent plan year. The risks of participating in multi-employer plans are different from single-employer plans in the following aspects: (a) assets contributed to a multi-employer plan by one employer may be used to provide benefits to employees of other participating employers, (b) if a participating employer stops contributing to the multi-employer plan, the unfunded obligations of the plan may be borne by the remaining participating employers and (c) if the Company chooses to stop participating in the plan, the Company may be required to pay a withdrawal liability based on the underfunded status of the plan. The UFCW Plan received a Pension Protection Act “green” zone status for the plan year ending June 30, 2015. The zone status is based on information the Company received from the plan and is certified by the plan's actuary. Among other factors, plans in the "green" zone are at least 80 percent funded. The UFCW Plan did not utilize any extended amortization provisions that effect its placement in the " green " zone. The UFCW Plan has never been required to implement a funding improvement plan nor is one pending at this time. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 27, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | Financial Instruments Risk Management Objective of Using Derivatives The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. The primary risks managed by using derivative instruments are interest rate risk, foreign currency exchange risk and commodity price risk. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates, foreign exchange rates or commodity prices. The Company manages interest rate risk based on the varying circumstances of anticipated borrowings and existing variable and fixed rate debt, including the Company’s revolving credit facility. Examples of interest rate management strategies include capping interest rates using targeted interest cost benchmarks, hedging portions of the total amount of debt, or hedging a period of months and not always hedging to maturity, and at other times locking in rates to fix interests costs. Certain parts of the Company’s foreign operations in Canada expose the Company to fluctuations in foreign exchange rates. The Company’s goal is to reduce its exposure to such foreign exchange risks on its foreign currency cash flows and fair value fluctuations on recognized foreign currency denominated assets, liabilities and unrecognized firm commitments to acceptable levels primarily through the use of foreign exchange-related derivative financial instruments. The Company enters into derivative financial instruments to protect the value or fix the amount of certain obligations in terms of its functional currency. The Company does not enter into these transactions for non-hedging purposes. The Company purchases raw materials in quantities expected to be used in a reasonable period of time in the normal course of business. The Company generally enters into agreements for either spot market delivery or forward delivery. The prices paid in the forward delivery contracts are generally fixed, but may also be variable subject to fluctuations in underlying commodity prices. Forward derivative contracts on certain commodities are entered into to manage the price risk associated with forecasted purchases of materials used in the Company’s manufacturing processes. Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. During the fiscal years ended December 27, 2015 , December 28, 2014 and December 29, 2013 such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. The second quarter 2013 IPO ( Note 1 ) and 2013 Refinancing ( Note 10 ) resulted in significant changes to the Company's debt profile. For the two $650 million interest rate swaps in place at the time that were scheduled to mature April 2014, it became probable that the associated original forecasted transactions would not occur. As such, the Company discontinued hedge accounting and accelerated the reclassification of amounts in AOCL to earnings as a result of the hedged forecasted transactions becoming probable not to occur. In the second quarter 2013, these accelerated amounts resulted in a $2.8 million charge to interest expense ( $1.7 million , net of tax benefits) and a $9.1 million non-cash charge to the provision for income tax expenses related to the release of deferred tax charges recorded in Other comprehensive income (see Note 16 for additional details). Prospective changes in the fair value of these derivatives no longer designated in hedging relationships were recorded directly in earnings prior to their maturity in April 2014. As of December 27, 2015 , all of the Company's interest rate swaps have been designated as cash flow hedges. As of December 27, 2015 , the Company had the following interest rate swaps that were designated as cash flow hedges of interest rate risk: Product Number of Instruments Current Notional Amount Hedged Fixed Rate Range Index Trade Dates Maturity Dates Interest Rate Swaps 12 $ 1,318,050 1.05% - 2.97% USD-LIBOR-BBA Apr 2013 - Oct 2013 Apr 2016 - Apr 2020 The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in AOCL in the Consolidated Balance Sheets and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. Amounts reported in AOCL related to derivatives will be reclassified to Interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months, the Company estimates that an additional $6,967 will be reclassified as an increase to Interest expense. Cash Flow Hedges of Foreign Exchange Risk The Company’s operations in Canada expose the Company to changes in the U.S. Dollar – Canadian Dollar ("USD-CAD") foreign exchange rate. From time to time, the Company’s Canadian subsidiary purchases inventory denominated in U.S. Dollars ("USD"), a currency other than its functional currency. The subsidiary sells that inventory in Canadian dollars ("CAD"). The subsidiary uses currency forward and collar agreements to manage its exposure to fluctuations in the USD-CAD exchange rate. Currency forward agreements involve fixing the USD-CAD exchange rate for delivery of a specified amount of foreign currency on a specified date. Currency collar agreements involve the sale of CAD currency in exchange for receiving USD if exchange rates rise above an agreed upon rate and purchase of USD currency in exchange for paying CAD currency if exchange rates fall below an agreed upon rate at specified dates. As of December 27, 2015 , the Company had the following foreign currency exchange contracts (in aggregate) that were designated as cash flow hedges of foreign exchange risk: Product Number of Instruments Notional Sold in Aggregate in ("CAD") Notional Purchased in Aggregate in ("USD") USD to CAD Exchange Rates Trade Date Maturity Dates Canadian $ contracts 12 $ 12,000 $ 9,144 1.312 - 1.313 Oct 2015 Jan 2016 - Dec 2016 The effective portion of changes in the fair value of derivatives designated that qualify as cash flow hedges of foreign exchange risk is recorded in AOCL in the Consolidated Balance Sheets and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portions of the change in fair value of the derivative, as well as amounts excluded from the assessment of hedge effectiveness, are recognized directly in Cost of products sold in the Consolidated Statements of Operations. Non-designated Hedges of Commodity Risk Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to commodity price risk but do not meet the authoritative guidance for hedge accounting. From time to time, the Company enters into commodity forward contracts to fix the price of diesel fuel, natural gas, soybean oil purchases and other commodities at a future delivery date. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in Cost of products sold in the Consolidated Statements of Operations. As of December 27, 2015 , the Company had the following derivative instruments that were not designated in qualifying hedging relationships: Commodity Contracts Number of Instruments Notional Price/Index Trade Dates Maturity Dates Diesel Fuel Contracts 3 9,309,557 Gallons 3.68 - 3.80 per Gallon Sept 2014 - Nov 2014 Jan 2016 - Jan 2017 Heating Oil Contracts 2 3,871,100 Gallons 1.80 - 1.82 per Gallon Jan 2015 - July 2015 Dec 2016 Natural Gas Contracts 2 773,000 MMBTU's 2.81 - 3.20 per MMBTU July 2015 - Oct 2015 June 2016 - Aug 2016 Soybean Oil Contracts 3 62,688,173 Pounds 0.31 - 0.35 per Pound Dec 2014 - July 2015 Jan 2016 - Dec 2016 The table below presents the fair value of the Company’s derivative financial instruments as well as their classification in the Consolidated Balance Sheets as of December 27, 2015 and December 28, 2014 . Tabular Disclosure of Fair Values of Derivative Instruments Asset Derivatives Liability Derivatives Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments Interest Rate Contracts Accrued liabilities $ 3,921 Other long-term liabilities 14,947 Foreign Exchange Contracts Other current assets 471 Total derivatives designated as hedging instruments $ 471 $ 18,868 Derivatives not designated as hedging instruments Commodity Contracts Accrued liabilities 2,036 Other long-term liabilities 7,977 Total derivatives not designated as hedging instruments $ — $ 10,013 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments Interest Rate Contracts Other assets, net $ 6,420 Accrued liabilities $ 1,280 Other long-term liabilities 3,263 Foreign Exchange Contracts Other current assets 1,294 Total derivatives designated as hedging instruments $ 7,714 $ 4,543 Derivatives not designated as hedging instruments Interest Rate Contracts Accrued liabilities $ 8,995 Commodity Contracts Other long- term liabilities 3,016 Total derivatives not designated as hedging instruments $ — $ 12,011 The Company has elected not to offset the fair values of derivative assets and liabilities executed with the same counterparty that are generally subject to enforceable netting agreements. However, if the company were to offset and record the asset and liability balances of derivatives on a net basis, the amounts presented in the Consolidated Balance Sheets as of December 27, 2015 and December 28, 2014 would be adjusted as detailed in the following table: December 27, 2015 December 28, 2014 Derivative Instrument Gross Amounts Presented in the Consolidated Balance Sheet Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements Net Amount Gross Amounts Presented in the Consolidated Balance Sheet Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements Net Amount Total asset derivatives $ 471 (471 ) $ — $ 7,714 (5,039 ) $ 2,675 Total liability derivatives $ 28,881 (471 ) $ 28,410 $ 16,554 (5,039 ) $ 11,515 The table below presents the effect of the Company’s derivative financial instruments in the Consolidated Statements of Operations and AOCL for the fiscal years ended December 27, 2015 and December 28, 2014 . Tabular Disclosure of the Effect of Derivative Instruments Gain/(Loss) Derivatives in Cash Flow Hedging Relationships Recognized in AOCL on Derivative (Effective Portion) Effective portion Reclassified from AOCL into Earnings (Effective Portion) Ineffective portion recognized in Earnings in: Recognized in Earnings on Derivative (Ineffective Portion) Interest Rate Contracts $ (24,482 ) Interest expense $ (3,737 ) Interest expense $ — Foreign Exchange Contracts 2,404 Cost of products sold 3,211 Cost of products sold (16 ) Fiscal year ended December 27, 2015 $ (22,078 ) $ (526 ) $ (16 ) Interest Rate Contracts $ (27,313 ) Interest expense $ (877 ) Interest expense $ — Foreign Exchange Contracts 2,472 Cost of products sold 1,502 Cost of products sold 17 Fiscal year ended December 28, 2014 $ (24,841 ) $ 625 $ 17 Interest Rate Contracts $ 27,817 Interest expense $ (4,000 ) (a) Interest expense $ 8 Foreign Exchange Contracts 1,443 Cost of products sold 1,771 Cost of products sold (3 ) Fiscal year ended December 29, 2013 $ 29,260 $ (2,229 ) $ 5 Derivatives Not Designated as Hedging Instruments Recognized in Earnings in: Recognized in Earnings on Derivative Commodity Contracts Cost of products sold $ (9,292 ) Fiscal year ended December 27, 2015 $ (9,292 ) Commodity Contracts Cost of products sold $ (12,928 ) Interest Rate Contracts Interest expense $ (5 ) Fiscal year ended December 28, 2014 $ (12,933 ) Commodity Contracts Cost of products sold $ 667 Interest Rate Contracts Interest expense $ (132 ) Fiscal year ended December 29, 2013 $ 535 (a) Includes $2.8 million of accelerated reclassifications out of AOCL. Credit risk-related contingent features The Company has agreements with certain counterparties that contain a provision whereby the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness. As of December 27, 2015 , the Company has not posted any collateral related to these agreements. If the Company had breached this provision at December 27, 2015 , it could have been required to settle its obligations under the agreements at their termination value, which differs from the recorded fair value. The table below summarizes the aggregate fair values of those derivatives that contain credit risk-related contingent features as of December 27, 2015 and December 28, 2014 . December 27, 2015 Asset/(Liability) Counterparty Contract Type Termination Value Performance Risk Adjustment Accrued Interest Fair Value (excluding interest) Barclays Interest Rate Contracts $ (9,616 ) $ 773 $ (260 ) $ (8,583 ) Commodity Contracts (7,035 ) 116 — (6,919 ) Bank of America Interest Rate Contracts (5,879 ) 790 — (5,089 ) Foreign Exchange Contracts 470 1 — 471 Commodity Contracts (1,737 ) 29 — (1,709 ) Credit Suisse Interest Rate Contracts (2,627 ) 53 (260 ) (2,314 ) Macquarie Interest Rate Contracts (3,137 ) 47 (209 ) (2,882 ) Commodity Contracts (1,408 ) 23 — (1,386 ) Total $ (30,970 ) $ 1,831 $ (728 ) $ (28,410 ) December 28, 2014 Asset/(Liability) Counterparty Contract Type Termination Value Performance Risk Adjustment Accrued Interest Fair Value (excluding interest) Barclays Interest Rate Contracts $ 550 $ 667 $ (90 ) $ 1,307 Foreign Exchange Contracts 1,294 — — 1,294 Commodity Contracts (6,300 ) — — (6,300 ) Bank of America Interest Rate Contracts 1,578 627 — 2,205 Credit Suisse Interest Rate Contracts 322 58 (90 ) 470 Macquarie Interest Rate Contracts (2,262 ) 80 (77 ) (2,105 ) Commodity Contracts (5,711 ) — — (5,711 ) Total $ (10,529 ) $ 1,432 $ (257 ) $ (8,840 ) |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 27, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies General From time to time, the Company and its operations are parties to, or targets of, lawsuits, claims, investigations, and proceedings, which are being handled and defended in the ordinary course of business. Although the outcome of such items cannot be determined with certainty, the Company’s general counsel and management are of the opinion that the final outcome of these matters will not have a material effect on the Company’s financial condition, results of operations or cash flows. Product Recall On January 27, 2012, the Company issued a voluntary product recall for certain Aunt Jemima frozen pancakes due to potential cross contamination. In order to mitigate the adverse impact of the product recall on the Aunt Jemima brand business continuity, trade promotions and other consumer marketing expenditures were increased in 2012 above normal ongoing levels (market rehabilitation expenses). In August 2013, the Company collected an insurance recovery of $3.2 million related to these market rehabilitation expenses, of which $2.3 million was recorded as a reduction of trade promotions (a component of Net Sales) and $0.9 million as a reduction to Marketing and selling expenses in the fiscal year ended December 29, 2013. The Birds Eye Frozen segment recorded $2.7 million of the recovery while $0.5 million was recorded in the Duncan Hines Grocery segment related to the Aunt Jemima business in Canada. Minimum Contractual Payments As of December 27, 2015 , the Company had entered into non-cancellable lease and purchase contracts, with terms in excess of one year, requiring the following minimum payments: Description 2016 2017 2018 2019 2020 Thereafter Operating leases $ 12,548 $ 12,397 $ 9,542 $ 7,500 $ 6,792 $ 15,241 Capital leases 6,739 1,988 2,008 912 909 8,183 Purchase Commitments (1) 638,720 36,815 12,871 7,336 7,336 44,929 (1) The amounts indicated in this line primarily reflect future contractual payments, including certain take-or-pay arrangements entered into as part of the normal course of business. The amounts do not include obligations related to other contractual purchase obligations that are not take-or-pay arrangements. Such contractual purchase obligations are primarily purchase orders at fair value that are part of normal operations and are reflected in historical operating cash flow trends. Purchase obligations also include trade and consumer promotion and advertising commitments. Rent expense under our operating leases was $15.3 million , $14.1 million and $13.0 million during the fiscal years ended December 27, 2015 , December 28, 2014 and December 29, 2013 , respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 27, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Upon completion of the May 8, 2015 public offering described in Note 1, Blackstone no longer beneficially owns any of the Company's outstanding stock. Expenses relating to advisory services provided by affiliates of Blackstone resulting from the Hillshire transaction were $3.8 million in the fiscal year ended December 28, 2014 . This transaction is explained in greater detail in Note 7 to the Consolidated Financial Statements. On April 3, 2013, the advisory agreement previously in place with Blackstone, was terminated in accordance with its terms for a fee paid of $15.1 million . In addition, prepaid expenses for related party management fees of $3.3 million that were recorded to Other current assets were expensed in the second quarter of 2013. In connection with our April 2013 IPO, Blackstone acted as an underwriter and received fees and commissions of approximately $2.0 million . In December, 2013, in connection with a secondary offering, the Company engaged Blackstone to provide certain financial consulting services, for which they received approximately $0.8 million . Customer Purchases Performance Food Group Company, which is controlled by affiliates of Blackstone, is a foodservice supplier that purchases products from the Company. Sales to Performance Food Group Company were $6.3 million , $4.6 million and $4.1 million in the fiscal years ended December 27, 2015 , December 28, 2014 and December 29, 2013 , respectively. As of December 27, 2015 and December 28, 2014 amounts due from Performance Food Group Company were $0.2 million and $0.2 million , respectively, and were recorded in Accounts receivable, net of allowances in the Consolidated Balance Sheets. Interest Expense For the fiscal years ended December 27, 2015 , December 28, 2014 and December 29, 2013 , fees and interest expense recognized in the Consolidated Statements of Operations for debt owed to affiliates of Blackstone Advisors L.P. totaled $1.0 million , $1.6 million and $1.9 million , respectively. As of December 27, 2015 and December 28, 2014 , debt owed to related parties was $27.7 million and $47.3 million , respectively and was recorded on the Long-term debt in the Consolidated Balance Sheets. As of December 27, 2015 and December 28, 2014 , interest accrued on debt to related parties was $0.1 million and $0.2 million , respectively and was recorded in Accrued liabilities in the Consolidated Balance Sheets. |
Segments
Segments | 12 Months Ended |
Dec. 27, 2015 | |
Segment Reporting [Abstract] | |
Segments | Segments The Company is a leading manufacturer, marketer and distributor of high quality, branded food products in North America. The Company manages the business in three operating segments: Birds Eye Frozen, Duncan Hines Grocery and Specialty Foods. The Birds Eye Frozen segment manages its Leadership Brands in the United States retail frozen vegetables ( Birds Eye ), frozen complete bagged meals ( Birds Eye Voila! ), and frozen seafood ( Van de Kamp's and Mrs. Paul's ) categories, plant based protein frozen products ( gardein ), as well as its Foundation Brands in the frozen and refrigerated bagels ( Lender's ), frozen pizza for one ( Celeste ), full-calorie single-serve frozen dinners and entrées ( Hungry-Man ), and frozen breakfast ( Aunt Jemima ) categories. The Duncan Hines Grocery segment manages its Leadership Brands in the baking mixes and frostings ( Duncan Hines ), shelf-stable pickles ( Vlasic ), liquid and dry-mix salad dressings ( Wish-Bone and Western ) and table syrups ( Mrs. Butterworth's and Log Cabin ) categories, and its Foundation Brands in the canned meat ( Armour, Nalley and Brooks ), pie and pastry fillings ( Duncan Hines Comstock and Wilderness ), barbecue sauces ( Open Pit ) and salad dressing ( Bernstein's ) categories as well as all Canadian operations. The Company refers to the sum of the Birds Eye Frozen segment and the Duncan Hines Grocery segment as the North America Retail businesses. The Specialty Foods segment consists of snack products ( Tim's Cascade and Snyder of Berlin ), foodservice and private label businesses. Segment performance is evaluated by the Company’s Chief Operating Decision Maker and is based on earnings before interest and taxes. Transfers between segments and geographic areas are recorded at cost plus markup or at market. Identifiable assets are those assets, including goodwill, which are identified with the operations in each segment or geographic region. Corporate assets consist of prepaid and deferred tax assets. Unallocated corporate expenses consist of corporate overhead such as executive management, finance and legal functions, IPO and refinancing related charges. Unallocated corporate income in 2014 includes the termination fee received, net of costs, associated with the Hillshire merger agreement. Fiscal year SEGMENT INFORMATION December 27, December 28, December 29, 2013 52 weeks 52 weeks 52 weeks Net sales Birds Eye Frozen $ 1,227,235 $ 1,115,232 $ 1,096,897 Duncan Hines Grocery 1,092,408 1,131,380 1,004,990 Specialty Foods 336,149 344,571 361,915 Total $ 2,655,792 $ 2,591,183 $ 2,463,802 Earnings before interest and taxes Birds Eye Frozen $ 211,515 $ 182,376 $ 198,634 Duncan Hines Grocery 206,731 184,087 144,428 Specialty Foods 32,307 30,890 29,959 Unallocated corporate income (expenses) (25,851 ) 114,918 (79,984 ) Total $ 424,702 $ 512,271 $ 293,037 Depreciation and amortization Birds Eye Frozen $ 44,405 $ 40,390 $ 38,409 Duncan Hines Grocery 30,685 26,289 22,755 Specialty Foods 14,570 13,948 17,061 Total $ 89,660 $ 80,627 $ 78,225 Capital expenditures (1) Birds Eye Frozen $ 49,832 $ 29,579 $ 40,516 Duncan Hines Grocery 50,153 65,325 34,003 Specialty Foods 8,492 9,351 11,566 Total $ 108,477 $ 104,255 $ 86,085 NET SALES BY PRODUCT TYPE Net sales Frozen $ 1,384,587 $ 1,278,147 $ 1,266,217 Meals and Meal Enhancers 859,598 876,670 746,429 Desserts 309,702 331,766 346,856 Snacks 101,905 104,600 104,300 Total $ 2,655,792 $ 2,591,183 $ 2,463,802 GEOGRAPHIC INFORMATION Net sales United States $ 2,635,141 $ 2,563,730 $ 2,439,888 Canada 118,194 82,722 83,551 Intercompany (97,543 ) (55,269 ) (59,637 ) Total $ 2,655,792 $ 2,591,183 $ 2,463,802 (1) Includes new capital leases. SEGMENT INFORMATION December 27, December 28, Total assets Birds Eye Frozen $ 2,267,771 $ 2,123,902 Duncan Hines Grocery 2,675,110 2,612,311 Specialty Foods 352,663 343,177 Corporate 44,539 121,555 Total $ 5,340,083 $ 5,200,945 GEOGRAPHIC INFORMATION Long-lived assets United States $ 615,123 $ 592,541 Canada 15,986 13,365 Total $ 631,109 $ 605,906 |
Provision for Income Taxes
Provision for Income Taxes | 12 Months Ended |
Dec. 27, 2015 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | Provision for Income Taxes The components of the provision for income taxes are as follows: Provision for income taxes Fiscal year ended December 27, 2015 December 28, 2014 December 29, 2013 Current Federal $ 2,191 $ — $ 117 State 6,431 7,886 2,967 Non-U.S. (327 ) 377 539 8,295 8,263 3,623 Deferred Federal 106,975 147,929 65,554 State 7,452 11,680 2,151 Non-U.S. 1,157 (72 ) 147 115,584 159,537 67,852 Provision for income taxes $ 123,879 $ 167,800 $ 71,475 Earnings before income taxes United States 332,020 $ 415,149 $ 158,190 Non-U.S. 4,367 1,069 2,634 Total $ 336,387 $ 416,218 $ 160,824 The effective tax rate differs from the federal statutory income tax rate as explained below: Effective Income Tax Rate Federal statutory income tax rate 35.0 % 35.0 % 35.0 % State income taxes (net of federal benefit) 2.7 % 3.1 % 2.1 % Tax effect resulting from international activities (0.6 )% 0.0 % (0.2 )% Domestic production activities deduction (0.3 )% 0.0 % 0.0 % Non-deductible expenses 0.3 % 0.2 % 0.5 % Equity based compensation 0.1 % 2.0 % 0.6 % Uncertain tax positions 0.0 % 0.0 % 1.3 % Swap De-designation (Note 12) 0.0 % 0.0 % 5.0 % Other (0.4 )% 0.0 % 0.1 % Effective income tax rate 36.8 % 40.3 % 44.4 % Deferred Tax Assets and Liabilities December 27, 2015 December 28, 2014 Accrued liabilities $ 11,907 $ 14,120 Inventories 5,974 8,328 Benefits and compensation 25,689 22,276 Hedges 7,159 — Net operating loss carryforwards 85,742 165,045 Federal & state tax credits 3,655 4,041 Postretirement benefits 23,401 21,966 Alternative minimum tax 1,993 1,924 Other 3,129 4,225 Subtotal 168,649 241,925 Valuation allowance (1,487 ) (1,706 ) Total net deferred tax assets 167,162 240,219 Other intangible assets (749,498 ) (731,240 ) Partnership interest (8,866 ) (8,887 ) Plant assets (105,563 ) (94,147 ) Unremitted earnings — (3,672 ) Hedges — (1,050 ) Other (679 ) (836 ) Total deferred tax liabilities (864,606 ) (839,832 ) Net deferred tax liability $ (697,444 ) $ (599,613 ) Amounts recognized in the Consolidated Balance Sheets Current net deferred tax assets 40,571 $ 121,788 Long-term net deferred tax liability (738,015 ) (721,401 ) Net deferred tax liability $ (697,444 ) $ (599,613 ) Income taxes are accounted for in accordance with the authoritative guidance for accounting for income taxes under which deferred tax assets and liabilities are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. During the fiscal year ended December 27, 2015 the Company generated sufficient federal taxable income to enable it to claim the domestic production activities deduction, resulting in a 0.3% benefit in our effective tax rate. Also during the year our Canadian subsidiary repatriated a dividend representing all accumulated earnings of our foreign operations as of December 27, 2015 to its U.S. parent. As a result of this transaction, a net benefit of $1.4 million was recorded to the 2015 provision for income taxes for the effect of the current income tax liability on the dividend, reversal of the cumulative deferred tax liability on unremitted earnings, recognition of available foreign tax credit and reversal of the associated deferred tax asset on our cumulative translation adjustment. The net effective tax rate impact of this distribution, when added to the Canadian tax rate differential on our Canadian subsidiaries earnings, was a 0.6% benefit. As a result of the dividend from our Canadian operations discussed above, the Company does not have any undistributed foreign earnings as of December 27, 2015 for which a deferred tax liability is required or for which an assertion of permanent reinvestment can be made. Based on our plans for the use of non-U.S. funds and our U.S. cash position, subsequent to fiscal 2015, the Company does anticipate making an assertion to permanently reinvest a portion of our foreign earnings. The Company’s fiscal 2014 earnings include $145.6 million of pre-tax earnings from the terminated Hillshire merger agreement (Note 7). Utilization of net operating loss carryovers (NOL’s) reduced our taxes currently payable on the net termination fee to approximately $3.0 million . The Company also recognized approximately $23.7 million of non-deductible, equity based compensation expense during the year, primarily associated with the Liquidity event (Note 5). During the fiscal year ended December 29, 2013, the Company refinanced all of its outstanding debt (Note 10) and the Company discontinued hedge accounting for interest rate swaps in effect at that time (Note 12). Effective with the swap termination, deferred tax expense of $9.1 million , which was recorded in Accumulated Other Comprehensive Loss through the swap termination date, was reclassified as a non-cash deferred tax expense in the provision for income taxes through the consolidated statement of operations. The authoritative guidance for accounting for income taxes requires that a valuation allowance be established when it is “more likely than not” that all or a portion of deferred tax assets will not be realized. The Company regularly evaluates its deferred tax assets for future realization. A review of all available positive and negative evidence must be considered, including a company's performance, the market environment in which the company operates, the utilization of past tax credits, length of carryback and carryforward periods, and existing contracts or sales backlog that will result in future profits. Based on a review of both the positive and negative evidence, it was determined that the Company had sufficient positive evidence to outweigh any negative evidence and support that it was more likely that not that substantially all of the deferred tax assets would be realized. The Company is a loss corporation as defined by Internal Revenue Code Section 382. Section 382 places an annual limitation on our ability to utilize our net operating loss carryovers (NOLs) and other attributes to reduce future taxable income. As of December 27, 2015, we have federal NOL carryovers of $443.7 million , subject to an annual limitation of $17.1 million . As a result, $237.2 million of the carryovers exceed the estimated available Section 382 limitation. The Company has reduced its deferred tax assets for this limitation. The Company's federal NOLs have expiration periods beginning in 2020 through 2027 and we have a federal foreign tax credit carryover of $1.5 million that has an expiration period in 2025. The Company also has state tax NOLs that are limited and vary in amount by jurisdiction. State net operating losses are approximately $282.9 million with expiration periods beginning in 2016 through 2033. State tax credits total $3.1 million and expire on or before 2020. The table below lists the changes in the Company’s deferred tax valuation allowance, before federal effect. The valuation allowance increase of $0.6 million is attributable to state NOLs and credits, the realization of which is not more likely than not. The decrease of $0.6 million is primarily attributable to the write-off of a foreign net operating loss carryover of $0.5 million that was subject to a full valuation reserve, as the Company determined it will not generate future income of a certain character to realize the loss carryforward. The remaining valuation allowance is attributable to state NOLs and credits. Beginning Ending Balance Additions Acquisitions Deductions Balance Fiscal year ended December 27, 2015 $ 2,288 $ 623 $ — $ (624 ) $ 2,287 Fiscal year ended December 28, 2014 3,952 — — (1,664 ) 2,288 Fiscal year ended December 29, 2013 13,354 — — (9,402 ) 3,952 A reconciliation of the beginning and ending amount of gross unrecognized tax positions is as follows: Fiscal year ended December 27, 2015 December 28, 2014 December 29, 2013 Gross unrecognized tax positions at beginning of year $ 8,242 $ 6,905 $ 8,507 Increase for tax positions related to prior periods — 1,300 — Decrease for tax positions related to prior periods — — — Increase for tax positions related to the current period 558 204 2,569 Decrease related to settlement with tax authorities — — (4,122 ) Reductions due to lapse of applicable statutes of limitations (189 ) (167 ) (49 ) Gross unrecognized tax positions at end of year $ 8,611 $ 8,242 $ 6,905 The Company's liability for unrecognized tax positions as of December 27, 2015 was $8.6 million , reflecting a net increase of $0.4 million . Net expense of $0.1 million was recognized in the provision for income taxes resulting primarily from an increase in uncertainties related to current year state matters, offset by the expiration of statutes of limitations on similar uncertainties. The amount that, if recognized, would impact the effective tax rate as of December 27, 2015 was $2.8 million . We anticipate subsequent adjustments, if any, to not be material to our financial statements. From time to time, various taxing authorities may audit the Company's tax returns. It is reasonably possible that a decrease in the uncertain tax positions of approximately $0.2 million may occur within the next twelve months due to the lapse of certain statutes of limitations or resolution of uncertainties. The Company recorded a net (expense)/benefit for interest and penalties associated with uncertain tax positions of $(0.1) million , $0.0 million and $0.2 million , to the provision for income taxes for the fiscal years ended December 27, 2015 , December 28, 2014 and December 29, 2013 , respectively. The Company's liability includes accrued interest and penalties of $0.2 million and $0.1 million as of December 27, 2015 and December 28, 2014 , respectively. The Company files income tax returns with the U.S. federal government and various state and international jurisdictions. With few exceptions, the Company's calendar year 1999 and subsequent federal and state tax years remain open by statute, principally relating to NOLs. With limited exception for certain states, Federal and state tax years for pre-acquisition periods (2009 and earlier) of Birds Eye Foods Inc. are either closed by statute or by completed tax examinations. As a matter of course, from time to time various taxing authorities may audit the Company's tax returns and the ultimate resolution of such audits could result in adjustments to amounts recognized by the Company. |
Quarterly Results (Unaudited)
Quarterly Results (Unaudited) | 12 Months Ended |
Dec. 27, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results (Unaudited) | Quarterly Results (Unaudited) Summarized quarterly financial data is presented below Quarter Ended March June September December Fiscal 13 weeks 13 weeks 13 weeks 13 weeks 52 weeks Net sales $ 665,281 $ 631,746 $ 636,287 $ 722,478 $ 2,655,792 Cost of products sold 493,564 462,637 459,432 499,653 1,915,286 Gross profit 171,717 169,109 176,855 222,825 740,506 Net earnings 41,536 43,679 48,098 79,195 212,508 Net earnings per share (1) Basic $ 0.36 $ 0.38 $ 0.41 $ 0.68 $ 1.83 Weighted average shares outstanding-basic 115,906 116,031 116,085 116,105 116,032 Diluted $ 0.35 $ 0.37 $ 0.41 $ 0.67 $ 1.81 Weighted average shares outstanding-diluted 117,036 117,281 117,470 117,503 117,323 Dividends declared $ 0.235 $ 0.235 $ 0.255 $ 0.255 $ 0.98 Market price - high $ 40.89 $ 47.35 $ 47.41 $ 44.75 $ 47.41 Market price - low $ 34.77 $ 39.79 $ 43.21 $ 40.27 $ 34.77 Quarter Ended March June September December Fiscal 13 weeks 13 weeks 13 weeks 13 weeks 52 weeks Net sales $ 644,039 $ 617,800 $ 624,011 $ 705,333 $ 2,591,183 Cost of products sold 477,378 455,583 460,109 516,915 1,909,985 Gross profit 166,661 162,217 163,902 188,418 681,198 Net earnings 40,748 35,584 135,957 36,129 248,418 Net earnings per share (1) Basic $ 0.35 $ 0.31 $ 1.17 $ 0.31 $ 2.15 Weighted average shares outstanding-basic 115,592 115,690 115,728 115,780 115,698 Diluted $ 0.35 $ 0.30 $ 1.16 $ 0.31 $ 2.13 Weighted average shares outstanding-diluted 116,687 116,901 117,004 116,950 116,885 Dividends declared $ 0.21 $ 0.21 $ 0.24 $ 0.24 $ 0.89 Market price - high $ 29.56 $ 35.67 $ 34.21 $ 35.85 $ 35.85 Market price - low $ 26.09 $ 28.64 $ 30.03 $ 31.34 $ 26.09 (1) The sum of the individual per share amounts may not add due to rounding. Net earnings during fiscal 2015 and fiscal 2014 were affected by the following charges (credits): Quarter Ended March June September December Fiscal 13 weeks 13 weeks 13 weeks 13 weeks 52 weeks Cost of products sold Acquisition integration costs (a) 2,489 1,677 2,011 2,448 8,625 Other expense (income), net Boulder Brands acquisition costs (b) — — — 1,713 1,713 Foreign exchange losses (gains) (c) 2,278 (700 ) 2,102 1,051 4,731 Quarter Ended March 2014 June September December Fiscal 13 weeks 13 weeks 13 weeks 13 weeks 52 weeks Cost of products sold Stock compensation expense (d) $ — $ — $ — $ 2,644 $ 2,644 Termination of Hillshire merger fee agreement related costs (e) — — 1,452 1,438 2,890 Garden Protein acquisition costs (f) — — — 636 636 Marketing and selling expenses Stock compensation expense (d) — — — 3,317 3,317 Termination of Hillshire merger fee agreement related costs (e) — — 975 988 1,963 Administrative expenses Stock compensation expense (d) — — — 17,676 17,676 Termination of Hillshire merger fee agreement related costs (e) — — 1,121 1,108 2,229 Research and development expenses Stock compensation expense (d) — — — 94 94 Termination of Hillshire merger fee agreement, net of costs (e) — — 165 162 327 Termination of Hillshire merger fee agreement, net of costs (e) — 2,085 (155,073 ) 6 (152,982 ) Other expense (income), net Garden Protein acquisition costs (f) — — — 3,776 3,776 (a) The Company recorded integration costs related to the Garden Protein and Wish-Bone acquisitions. (b) Boulder Brands acquisition costs primarily consist of legal, accounting and other professional fees. This is explained in greater detail in Note 19 to the Consolidated Financial Statements. (c) The Company recorded foreign exchange losses from intra-entity loans resulting from the Garden Protein acquisition that are anticipated to be settled in the foreseeable future. (d) The Company recorded approximately $23.7 million of equity based compensation expense resulting from the Liquidity event. This is explained in greater detail in Note 5 to the Consolidated Financial Statements and is primarily recorded in Administration expense. (e) The Company recorded a merger termination fee payment, net of costs incurred related to the terminated merger agreement for the sale of the Company to The Hillshire Brands Company ("Hillshire"). This is explained in greater detail in Note 7 to the Consolidated Financial Statements. (f) Garden Protein acquisition costs include $0.6 million of charges recorded in Cost of products sold, primarily resulting from the step-up of inventories acquired and sold during 2014, $3.1 million of transaction costs recorded in Other expense (income), net and $0.7 million of foreign exchange losses from intra-entity loans resulting from the Garden Protein acquisition that are anticipated to be settled in the foreseeable future recorded in Other expense (income), net. |
Guarantor and Nonguarantor Stat
Guarantor and Nonguarantor Statements | 12 Months Ended |
Dec. 27, 2015 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Guarantor and Nonguarantor Statements | Guarantor and Nonguarantor Statements The 4.875% Senior Notes are general senior unsecured obligations of Pinnacle Foods Finance, effectively subordinated in right of payment to all existing and future senior secured indebtedness of Pinnacle Foods Finance and guaranteed on a full, unconditional, joint and several basis by the Company and Pinnacle Foods Finance's 100% owned domestic subsidiaries that guarantee other indebtedness of the Company. The indenture governing the 4.875% Senior Notes contains customary exceptions under which a guarantee of a guarantor subsidiary will terminate, including (1) the sale, exchange or transfer (by merger or otherwise) of the capital stock or all of the assets of such guarantor subsidiary, (2) the release or discharge of the guarantee by such guarantor subsidiary of the Amended Credit Agreement or other guarantee that resulted in the creation of the guarantee, (3) the designation of such guarantor subsidiary as an “unrestricted subsidiary” in accordance with the indenture governing the 4.875% Senior Notes and (4) upon the legal defeasance or covenant defeasance or discharge of the indenture governing the 4.875% Senior Notes. The following condensed consolidating financial information presents: (1) (a) Condensed consolidating balance sheets as of December 27, 2015 and December 28, 2014 . (b) The related condensed consolidating statements of operations and comprehensive earnings for the Company, Pinnacle Foods Finance, all guarantor subsidiaries and the non-guarantor subsidiaries for the following: i. Fiscal year ended December 27, 2015 ; ii. Fiscal year ended December 28, 2014 ; and iii. Fiscal year ended December 29, 2013 . (c) The related condensed consolidating statements of cash flows for the Company, Pinnacle Foods Finance, all guarantor subsidiaries and the non-guarantor subsidiaries for the following: i. Fiscal year ended December 27, 2015 ; ii. Fiscal year ended December 28, 2014 ; and iii. Fiscal year ended December 29, 2013 . (2) Elimination entries necessary to consolidate the Company, Pinnacle Foods Finance with its guarantor subsidiaries and non-guarantor subsidiaries. Investments in subsidiaries are accounted for by the parent using the equity method of accounting. The guarantor subsidiaries and non-guarantor subsidiaries are presented on a combined basis. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions and include a reclassification entry of net non-current deferred tax assets to non-current deferred tax liabilities. Pinnacle Foods Inc. Condensed Consolidating Balance Sheet December 27, 2015 Pinnacle Foods Inc. Pinnacle Foods Finance LLC Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations and Reclassifications Consolidated Total Current assets: Cash and cash equivalents $ — $ — $ 177,669 $ 2,880 $ — $ 180,549 Accounts receivable, net — — 214,690 5,046 — 219,736 Intercompany accounts receivable 92,475 — 725,074 — (817,549 ) — Inventories, net — — 392,404 10,697 — 403,101 Other current assets — 470 11,860 1,347 — 13,677 Deferred tax assets — 1,670 38,516 385 — 40,571 Total current assets 92,475 2,140 1,560,213 20,355 (817,549 ) 857,634 Plant assets, net — — 615,123 15,986 — 631,109 Investment in subsidiaries 1,744,015 2,428,472 26,433 — (4,198,920 ) — Intercompany note receivable — 2,084,130 8,398 9,800 (2,102,328 ) — Tradenames — — 1,996,800 4,248 — 2,001,048 Other assets, net — 16,855 118,621 808 — 136,284 Deferred tax assets — 332,372 — — (332,372 ) — Goodwill — — 1,692,715 21,293 — 1,714,008 Total assets $ 1,836,490 $ 4,863,969 $ 6,018,303 $ 72,490 $ (7,451,169 ) $ 5,340,083 Current liabilities: Short-term borrowings $ — $ — $ 2,225 $ — $ — $ 2,225 Current portion of long-term obligations — 5,250 9,515 82 — 14,847 Accounts payable — — 206,082 4,957 — 211,039 Intercompany accounts payable — 815,100 — 2,449 (817,549 ) — Accrued trade marketing expense — — 44,096 2,132 — 46,228 Accrued liabilities 163 18,152 79,468 2,727 — 100,510 Dividends payable 30,798 — — — 30,798 Total current liabilities 30,961 838,502 341,386 12,347 (817,549 ) 405,647 Long-term debt — 2,258,528 14,055 349 — 2,272,932 Intercompany note payable — — 2,075,113 27,215 (2,102,328 ) — Pension and other postretirement benefits — — 63,454 — — 63,454 Other long-term liabilities — 22,924 28,195 3,387 — 54,506 Deferred tax liabilities — — 1,067,628 2,759 (332,372 ) 738,015 Total liabilities 30,961 3,119,954 3,589,831 46,057 (3,252,249 ) 3,534,554 Commitments and contingencies (Note 13) Shareholder’s equity: Pinnacle Common Stock $ 1,176 $ — $ — $ — $ — 1,176 Additional paid-in-capital 1,378,521 1,379,697 1,301,642 20,476 (2,701,815 ) 1,378,521 Retained earnings 517,330 423,706 1,169,032 14,212 (1,606,950 ) 517,330 Accumulated other comprehensive loss (59,388 ) (59,388 ) (42,202 ) (8,255 ) 109,845 (59,388 ) Capital stock in treasury (32,110 ) — — — — (32,110 ) Total shareholders' equity 1,805,529 1,744,015 2,428,472 26,433 (4,198,920 ) 1,805,529 Total liabilities and shareholders' equity $ 1,836,490 $ 4,863,969 $ 6,018,303 $ 72,490 $ (7,451,169 ) $ 5,340,083 Pinnacle Foods Inc. Condensed Consolidating Balance Sheet December 28, 2014 Pinnacle Foods Inc. Pinnacle Foods Finance LLC Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations and Reclassifications Consolidated Total Current assets: Cash and cash equivalents $ — $ — $ 32,942 $ 5,535 $ — $ 38,477 Accounts receivable, net — — 176,822 13,932 — 190,754 Intercompany accounts receivable 89,361 — 575,842 — (665,203 ) — Inventories, net — — 344,589 11,878 — 356,467 Other current assets — 1,294 6,756 173 — 8,223 Deferred tax assets — 1,015 120,488 285 — 121,788 Total current assets 89,361 2,309 1,257,439 31,803 (665,203 ) 715,709 Plant assets, net — — 592,541 13,365 — 605,906 Investment in subsidiaries 1,652,475 2,188,789 75,740 — (3,917,004 ) — Intercompany note receivable — 2,086,775 7,270 9,800 (2,103,845 ) — Tradenames — — 1,951,392 50,482 — 2,001,874 Other assets, net — 26,757 119,336 11,803 — 157,896 Deferred tax assets — 307,584 — — (307,584 ) — Goodwill — — 1,638,946 80,614 — 1,719,560 Total assets $ 1,741,836 $ 4,612,214 $ 5,642,664 $ 197,867 $ (6,993,636 ) $ 5,200,945 Current liabilities: Short-term borrowings $ — $ — $ 2,396 $ — $ — $ 2,396 Current portion of long-term obligations — 5,250 6,746 (80 ) — 11,916 Accounts payable — — 194,671 3,908 — 198,579 Intercompany accounts payable — 664,675 — 528 (665,203 ) — Accrued trade marketing expense — — 33,039 3,171 — 36,210 Accrued liabilities — 22,137 73,911 10,440 — 106,488 Dividends payable 27,847 — — — — 27,847 Total current liabilities 27,847 692,062 310,763 17,967 (665,203 ) 383,436 Long-term debt — 2,261,397 24,142 445 — 2,285,984 Intercompany note payable — — 2,005,593 98,252 (2,103,845 ) — Pension and other postretirement benefits — — 61,830 — — 61,830 Other long-term liabilities — 6,280 24,368 3,657 — 34,305 Deferred tax liabilities — — 1,027,179 1,806 (307,584 ) 721,401 Total liabilities 27,847 2,959,739 3,453,875 122,127 (3,076,632 ) 3,486,956 Commitments and contingencies (Note 13) Shareholder’s equity: Pinnacle Common Stock $ 1,173 $ — $ — $ — $ — 1,173 Additional paid-in-capital 1,363,129 1,364,302 1,285,084 67,181 (2,716,567 ) 1,363,129 Retained earnings 419,531 325,907 942,185 10,977 (1,279,069 ) 419,531 Accumulated other comprehensive loss (37,734 ) (37,734 ) (38,480 ) (2,418 ) 78,632 (37,734 ) Capital stock in treasury (32,110 ) — — — — (32,110 ) Total shareholders' equity 1,713,989 1,652,475 2,188,789 75,740 (3,917,004 ) 1,713,989 Total liabilities and shareholders' equity $ 1,741,836 $ 4,612,214 $ 5,642,664 $ 197,867 $ (6,993,636 ) $ 5,200,945 Pinnacle Foods Inc. Condensed Consolidating Statement of Operations and Comprehensive Earnings (Loss) For the fiscal year ended December 27, 2015 Pinnacle Foods Inc. Pinnacle Foods Finance LLC Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Total Net sales $ — $ — $ 2,635,141 $ 118,194 $ (97,543 ) $ 2,655,792 Cost of products sold — — 1,915,267 96,545 (96,526 ) 1,915,286 Gross profit — — 719,874 21,649 (1,017 ) 740,506 Operating expenses Marketing and selling expenses — — 168,239 8,463 — 176,702 Administrative expenses — — 100,556 6,448 — 107,004 Research and development expenses — — 12,492 500 — 12,992 Intercompany royalties — — — 20 (20 ) — Intercompany technical service fees — — — 997 (997 ) — Other expense (income), net — 3,663 15,338 105 — 19,106 Equity in (earnings) loss of investees (212,508 ) (226,847 ) (3,235 ) — 442,590 — Total operating (income) expenses (212,508 ) (223,184 ) 293,390 16,533 441,573 315,804 Earnings (loss) before interest and taxes 212,508 223,184 426,484 5,116 (442,590 ) 424,702 Intercompany interest (income) expense — (68,701 ) 67,657 1,044 — — Interest expense — 86,745 1,727 41 — 88,513 Interest income — — 163 35 — 198 Earnings (loss) before income taxes 212,508 205,140 357,263 4,066 (442,590 ) 336,387 Provision (benefit) for income taxes — (7,368 ) 130,416 831 — 123,879 Net earnings (loss) $ 212,508 $ 212,508 $ 226,847 $ 3,235 $ (442,590 ) $ 212,508 Total comprehensive earnings (loss) $ 190,854 $ 190,854 $ 217,931 $ (1,747 ) $ (407,038 ) $ 190,854 Pinnacle Foods Inc. Condensed Consolidating Statement of Operations and Comprehensive Earnings (Loss) For the fiscal year ended December 28, 2014 Pinnacle Foods Inc. Pinnacle Foods Finance LLC Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Total Net sales $ — $ — $ 2,563,730 $ 82,722 $ (55,269 ) $ 2,591,183 Cost of products sold — — 1,894,503 69,655 (54,173 ) 1,909,985 Gross profit — — 669,227 13,067 (1,096 ) 681,198 Operating expenses Marketing and selling expenses — — 171,267 6,105 — 177,372 Administrative expenses — 742 112,180 4,353 — 117,275 Research and development expenses — — 11,209 72 — 11,281 Intercompany royalties — — — 37 (37 ) — Intercompany technical service fees — — — 1,059 (1,059 ) — Termination fee received, net of costs, associated with the Hillshire merger agreement (152,982 ) — — — — (152,982 ) Other expense (income), net — 2,620 13,177 184 — 15,981 Equity in (earnings) loss of investees (154,793 ) (173,467 ) (473 ) — 328,733 — Total operating expenses (307,775 ) (170,105 ) 307,360 11,810 327,637 168,927 Earnings before interest and taxes 307,775 170,105 361,867 1,257 (328,733 ) 512,271 Intercompany interest (income) expense — (66,993 ) 66,486 507 — — Interest expense — 94,144 1,999 31 — 96,174 Interest income — — 62 59 — 121 Earnings before income taxes 307,775 142,954 293,444 778 (328,733 ) 416,218 Provision (benefit) for income taxes 59,357 (11,839 ) 119,977 305 — 167,800 Net earnings $ 248,418 $ 154,793 $ 173,467 $ 473 $ (328,733 ) $ 248,418 Total comprehensive earnings $ 218,181 $ 124,556 $ 159,409 $ (390 ) $ (283,575 ) $ 218,181 Pinnacle Foods Inc. Condensed Consolidating Statement of Operations and Comprehensive Earnings (Loss) For the fiscal year ended December 29, 2013 Pinnacle Foods Inc. Pinnacle Foods Finance LLC Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Total Net sales $ — $ — $ 2,439,888 $ 83,551 $ (59,637 ) $ 2,463,802 Cost of products sold — 636 1,797,345 70,167 (58,595 ) 1,809,553 Gross profit — (636 ) 642,543 13,384 (1,042 ) 654,249 Operating expenses Marketing and selling expenses — 1,399 168,092 6,211 — 175,702 Administrative expenses — 18,114 98,020 3,656 — 119,790 Research and development expenses — 109 10,407 — — 10,516 Intercompany royalties — — — 47 (47 ) — Intercompany technical service fees — — — 995 (995 ) — Goodwill impairment charge — — — — — — Other expense (income), net — 34,180 21,024 — — 55,204 Equity in (earnings) loss of investees (89,349 ) (159,930 ) (1,662 ) — 250,941 — Total operating expenses (89,349 ) (106,128 ) 295,881 10,909 249,899 361,212 Earnings (loss) before interest and taxes 89,349 105,492 346,662 2,475 (250,941 ) 293,037 Intercompany interest (income) expense — (68,983 ) 68,850 133 — — Interest expense — 130,386 1,939 29 — 132,354 Interest income — — 105 36 — 141 Earnings (loss) before income taxes 89,349 44,089 275,978 2,349 (250,941 ) 160,824 Provision (benefit) for income taxes — (45,260 ) 116,048 687 — 71,475 Net earnings (loss) $ 89,349 $ 89,349 $ 159,930 $ 1,662 $ (250,941 ) $ 89,349 Total comprehensive earnings (loss) $ 143,405 $ 143,405 $ 185,544 $ 1,379 $ (330,328 ) $ 143,405 Pinnacle Foods Inc. Condensed Consolidating Statement of Cash Flows For the fiscal year ended December 27, 2015 Pinnacle Pinnacle Foods Finance LLC Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations and Reclassifications Consolidated Total Cash flows from operating activities Net cash provided by (used in) operating activities $ — $ (12,155 ) $ 394,876 $ (9,810 ) $ — $ 372,911 Cash flows from investing activities Intercompany accounts receivable/payable — 128,891 (14,400 ) — (114,491 ) — Repayments of intercompany loans — — (801 ) — 801 — Payments for business acquisition — — 1,102 — — 1,102 Investment in subsidiary 111,486 — — — (111,486 ) — Capital expenditures — — (101,353 ) (7,124 ) — (108,477 ) Sale of plant assets — — 1,618 — — 1,618 Net cash (used in) provided by investing activities 111,486 128,891 (113,834 ) (7,124 ) (225,176 ) (105,757 ) Cash flows from financing activities Proceeds from issuance of common stock 1,231 — — — — 1,231 Excess tax benefits on stock-based compensation 1,442 — — — — 1,442 Taxes paid related to net share settlement of equity awards (2,401 ) — — — — (2,401 ) Dividends paid (111,758 ) — — — — (111,758 ) Repayments of long-term obligations — (5,250 ) (3,620 ) — — (8,870 ) Proceeds from short-term borrowing — — 4,261 — — 4,261 Repayments of short-term borrowing — — (4,480 ) — — (4,480 ) Intercompany accounts receivable/payable — — (128,891 ) 14,400 114,491 — Return of capital — (111,486 ) — — 111,486 — Intercompany loans — — — 801 (801 ) — Repayment of capital lease obligations — — (3,585 ) — — (3,585 ) Net cash (used in) provided by financing activities (111,486 ) (116,736 ) (136,315 ) 15,201 225,176 (124,160 ) Effect of exchange rate changes on cash — — — (922 ) — (922 ) Net change in cash and cash equivalents — — 144,727 (2,655 ) — 142,072 Cash and cash equivalents - beginning of period — — 32,942 5,535 — 38,477 Cash and cash equivalents - end of period $ — $ — $ 177,669 $ 2,880 $ — $ 180,549 Pinnacle Foods Inc. Condensed Consolidating Statement of Cash Flows For the fiscal year ended December 28, 2014 Pinnacle Pinnacle Foods Finance LLC Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations and Reclassifications Consolidated Total Cash flows from operating activities Net cash provided by (used in) operating activities $ 149,982 $ (65,834 ) $ 472,484 $ (5,922 ) $ — $ 550,710 Cash flows from investing activities Intercompany accounts receivable/payable (14,599 ) — (333,136 ) — 347,735 — Repayments of intercompany loans — 119,814 — (119,814 ) — Payments for business acquisition — — (169,373 ) — — (169,373 ) Investment in subsidiary — (169,373 ) — — 169,373 — Capital expenditures — — (102,967 ) — — (102,967 ) Sale of plant assets — — 2,328 — — 2,328 Net cash (used in) provided by investing activities (14,599 ) (49,559 ) (603,148 ) — 397,294 (270,012 ) Cash flows from financing activities Proceeds from issuance of common stock 489 — — — — 489 Excess tax benefits on stock-based compensation 905 — — — — 905 Taxes paid related to net share settlement of equity awards (3,061 ) — — — — (3,061 ) Dividends paid (101,606 ) — — — — (101,606 ) Repayments of long-term obligations — (217,392 ) (2,575 ) — — (219,967 ) Proceeds from short-term borrowing — — 4,757 — — 4,757 Repayments of short-term borrowing — — (4,799 ) — — (4,799 ) Borrowings under revolving credit facility — 65,000 — — — 65,000 Repayments of revolving credit facility — (65,000 ) — — — (65,000 ) Intercompany accounts receivable/payable — 333,043 14,692 (347,735 ) — Parent investment — — 169,373 — (169,373 ) — Repayments of intercompany loans — — (119,814 ) — 119,814 — Repayment of capital lease obligations — — (2,373 ) — — (2,373 ) Purchase of stock for treasury (32,110 ) — — — — (32,110 ) Debt acquisition costs — (258 ) — — — (258 ) Net cash (used in) provided by financing activities (135,383 ) 115,393 59,261 — (397,294 ) (358,023 ) Effect of exchange rate changes on cash — — — (937 ) — (937 ) Net change in cash and cash equivalents — — (71,403 ) (6,859 ) — (78,262 ) Cash and cash equivalents - beginning of period — — 104,345 12,394 — 116,739 Cash and cash equivalents - end of period $ — $ — $ 32,942 $ 5,535 $ — $ 38,477 Pinnacle Foods Inc. Pinnacle Pinnacle Foods Finance LLC Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations and Reclassifications Consolidated Total Cash flows from operating activities Net cash provided by (used in) operating activities $ — $ (26,559 ) $ 285,767 $ 3,034 $ — $ 262,242 Cash flows from investing activities Intercompany accounts receivable/payable — (452,268 ) — — 452,268 — Repayments of intercompany loans — 59,827 — (59,827 ) — Payments for business acquisition — — (575,164 ) — — (575,164 ) Investment in subsidiary (582,957 ) — — — 582,957 — Capital expenditures — — (84,055 ) — — (84,055 ) Sale of plant assets held for sale — — 6,853 — — 6,853 Net cash (used in) provided by investing activities (582,957 ) (392,441 ) (652,366 ) — 975,398 (652,366 ) Cash flows from financing activities Proceeds from issuance of common stock 624,621 — 332 — — 624,953 Dividends paid (41,664 ) — — — — (41,664 ) Proceeds from notes offering — 350,000 — — — 350,000 Proceeds from bank term loans — 2,142,394 — — — 2,142,394 Repayments of long-term obligations — (1,733,838 ) (2,308 ) — — (1,736,146 ) Repurchase of notes — (899,180 ) — — — (899,180 ) Proceeds from short-term borrowing — — 5,078 — — 5,078 Repayments of short-term borrowing — — (4,779 ) — — (4,779 ) Intercompany accounts receivable/payable — — 452,268 (452,268 ) — Parent investment — 582,957 — — (582,957 ) — Repayments of intercompany loans — — (59,827 ) — 59,827 — Repayment of capital lease obligations — — (2,943 ) — — (2,943 ) Debt acquisition costs — (23,142 ) — — — (23,142 ) Parent reduction in investment in subsidiary 191 (191 ) — — — — Repurchases of equity (191 ) — — — — (191 ) Net cash (used in) provided by financing activities 582,957 419,000 387,821 — (975,398 ) 414,380 Effect of exchange rate changes on cash — — — 202 — 202 Net change in cash and cash equivalents — — 21,222 3,236 — 24,458 Cash and cash equivalents - beginning of period — — 83,123 9,158 — 92,281 Cash and cash equivalents - end of period $ — $ — $ 104,345 $ 12,394 $ — $ 116,739 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 27, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Boulder Brands acquisition On January 15, 2016, the Company acquired 100% of the capital stock of Boulder Brands Inc. ("Boulder") which manufactures a portfolio of health and wellness brands, including Udi's and Glutino gluten-free products, EVOL natural frozen meal offerings, and Smart Balance refrigerated and shelf-stable spreads and Earth Balance plant based refrigerated and shelf-stable spreads. The acquisition expands Pinnacle's presence in growing and complementary health and wellness categories and in the natural and organic retail channels. Annual net sales of Boulder were $517 million in 2014 and the cost of the acquisition, net of cash acquired, was approximately $982.0 million, which included the repayment of Boulder's existing debt. The acquisition was financed through borrowings of $550.0 million in new term loans due 2023, $350.0 million of 5.875% Senior Notes due 2024 and cash on hand. Total acquisition costs of approximately $34.0 million are expected to be incurred, of which $2.1 million was incurred in the fourth quarter of 2015. Included in this total is approximately $25.0 million of debt acquisition costs, including original issue discount. As a result of the acquisition, the Company's net leverage ratio is expected to increase above 4.25 :1.0 which will result in a 25 basis point interest rate step-up on existing term loans. The step-up will take effect in the second quarter of 2016. The initial accounting for the business combination in accordance with the authoritative guidance is incomplete at this time. As a result, we are unable to provide pro forma information or amounts recognized as of the acquisition date for major classes of assets and liabilities acquired and resulting from the transaction, including the information required for identified intangible assets. |
Schedule I - Condensed Financia
Schedule I - Condensed Financial Statements | 12 Months Ended |
Dec. 27, 2015 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Schedule I - Condensed Financial Statements | SCHEDULE I - CONDENSED FINANCIAL STATEMENTS (thousands of dollars) STATEMENTS OF OPERATIONS Fiscal year ended December 27, 2015 December 28, 2014 December 29, 2013 Termination fee received, net of costs, associated with the Hillshire merger agreement $ — $ 152,982 $ — Equity in earnings of investees 212,508 154,793 89,349 Earnings before interest and taxes 212,508 307,775 89,349 Provision for income taxes — 59,357 — Net earnings $ 212,508 $ 248,418 $ 89,349 Comprehensive earnings $ 190,854 $ 218,181 $ 143,405 BALANCE SHEETS December 27, 2015 December 28, 2014 Current Assets: Due from subsidiaries 92,475 89,361 Total current assets 92,475 89,361 Non current assets: Investment in subsidiaries 1,744,015 1,652,475 Total assets $ 1,836,490 $ 1,741,836 Current liabilities: Accrued liabilities 163 — Dividends payable 30,798 27,847 Total liabilities $ 30,961 $ 27,847 Commitment and contingencies: Shareholders' equity 1,805,529 1,713,989 Total liabilities and shareholders’s equity $ 1,836,490 $ 1,741,836 STATEMENTS OF CASH FLOWS Fiscal year ended December 27, 2015 December 28, 2014 December 29, 2013 Cash flows from operating activities Net earnings $ 212,508 $ 248,418 $ 89,349 Non-cash credits to net earnings Deferred taxes — 56,357 — Equity in (earnings) of investees (212,508 ) (154,793 ) (89,349 ) Net cash provided by operating activities — 149,982 — Cash flows from investing activities Reduction (increase) in investment in subsidiaries 111,486 (14,599 ) (583,098 ) Net cash (used) provided by investing activities 111,486 (14,599 ) (583,098 ) Cash flows from financing activities Equity contributions 1,231 489 624,953 Dividends paid (111,758 ) (101,606 ) (41,664 ) Excess tax benefits on stock-based compensation 1,442 905 — Taxes paid related to net share settlement of equity awards (2,401 ) (3,061 ) — Purchase of stock for treasury — (32,110 ) — Repurchase of equity — — (191 ) Net cash provided (used) by financing activities (111,486 ) (135,383 ) 583,098 Cash and cash equivalents - beginning of period — — — Cash and cash equivalents - end of period $ — $ — $ — See notes to Consolidated Financial Statements of Pinnacle Foods Inc. PINNACLE FOODS INC. SCHEDULE I - NOTES TO CONDENSED FINANCIAL STATEMENTS NOTE A - BASIS OF PRESENTATION Pinnacle Foods Inc. (the “Company”) is a holding company whose sole asset is 100% ownership of Peak Finance Holdings LLC (“PFH”). PFH is a holding company whose sole asset is 100% ownership of Pinnacle Foods Finance LLC (“PFF”). As specified in PFF’s debt agreements, there are restrictions on the Company’s ability to obtain funds from its subsidiary through dividends, loans or advances. Accordingly, these condensed financial statements have been prepared on a “parent-only” basis. Under a parent-only presentation, the Company’s investments in its consolidated subsidiaries are presented under the equity method of accounting. The Company has no material contingencies, long-term obligations or guarantees, except as described in Note 18 . This parent-only financial statements should be read in conjunction with Pinnacle Foods Inc.’s audited Consolidated Financial Statements included elsewhere herein. |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 27, 2015 | |
Accounting Policies [Abstract] | |
Consolidation | Consolidation. The Consolidated Financial Statements include the accounts of Pinnacle and its wholly-owned subsidiaries. The results of companies acquired during the year are included in the Consolidated Financial Statements from the effective date of the acquisition. Intercompany transactions have been eliminated in consolidation. |
Foreign Currency Transaction | Foreign Currency Translation. Foreign-currency-denominated assets and liabilities are translated into U.S. dollars at exchange rates existing at the respective balance sheet dates. Translation adjustments resulting from fluctuations in exchange rates are recorded as a separate component of Accumulated other comprehensive loss within shareholder's equity. The Company translates the results of operations of its foreign subsidiaries at the average exchange rates during the respective periods. |
Fiscal Year | Fiscal Year. The Company's fiscal year ends on the last Sunday in December. |
Cash and Cash Equivalents | Cash and Cash Equivalents. The Company considers investments in all highly liquid instruments with an initial maturity of three months or less to be cash equivalents. Cash equivalents are measured at fair value and are Level 1 assets. |
Inventories | Inventories. Substantially all inventories are valued at the lower of average cost or net realizable value. The type of costs included in inventory are ingredients, containers, packaging, other raw materials, direct manufacturing labor and fully absorbed manufacturing overheads. When necessary, the Company provides allowances to adjust the carrying value of its inventories to the lower of cost or net realizable value, including any costs to sell or dispose and consideration for obsolescence, excessive inventory levels, product deterioration and other factors in evaluating net realizable value. |
Plant Assets | Plant Assets. Plant assets are stated at historical cost, and depreciation is computed using the straight-line method over the lives of the assets. Buildings and machinery and equipment are depreciated over periods not exceeding 45 years and 15 years, respectively. The weighted average estimated remaining useful lives are approximately 16 years for buildings and 9 years for machinery and equipment. When assets are retired, sold, or otherwise disposed of, their gross carrying value and related accumulated depreciation are removed from the accounts and included in determining gain or loss on such disposals. Costs of assets acquired in a business combination are based on the estimated fair value at the date of acquisition. |
Goodwill and Indefinite-lived Intangible Assets | Goodwill and Indefinite-lived Intangible Assets. The Company evaluates the carrying amount of goodwill and indefinite-lived tradenames for impairment on at least an annual basis and when events occur or circumstances change that an impairment might exist. The Company performs goodwill impairment testing for each business which constitutes a component of the Company's operating segments, known as reporting units. The Company performs quantitative testing by calculating the fair value of each reporting unit. The Company compares the fair value of these reporting units with their carrying values inclusive of goodwill. If the carrying amount of the reporting unit exceeds its fair value, the Company compares the implied fair value of the reporting unit's goodwill to its carrying amount and any shortfall is charged to earnings. In estimating the implied fair value of the goodwill, the Company estimates the fair value of the reporting unit's tangible and intangible assets (other than goodwill). In estimating the fair value of our reporting units, the Company primarily uses the income approach, which utilizes forecasted discounted cash flows to estimate the fair value for each reporting unit. The income approach utilizes management's business plans and projections as the basis for expected future cash flows for five years plus a terminal year. It requires significant assumptions including projected sales growth rates and operating margins and the weighted average cost of capital. In the most recent impairment tests, the Company forecasted cash flows for five years plus a terminal year and assumed a weighted average cost of capital of 6.75% . These projections assume sales growth rates for the next five years and the terminal year that generally average between 1.0% and 3.0% and operating margins which increase moderately from historical levels over time as a result of planned capital improvements in our plants and manufacturing efficiency projects. These assumptions are determined based upon management's expectations for each of the individual reporting units. For indefinite-lived tradename intangible assets, the Company determines recoverability by comparing the carrying value to its fair value estimated based on discounted cash flows attributable to the tradename and charges the shortfall, if any, to earnings. In estimating the fair value of trade names, the Company primarily uses the relief from royalty method. The relief from royalty method involves discounted cash flow techniques, which require management to make significant assumptions regarding the weighted average cost of capital, sales growth trends and representative royalty rates. Assumptions underlying fair value estimates referred to above are subject to risks and uncertainties. These measurements are considered level 3 under the fair value hierarchy as described in Note 4 to the Consolidated Financial Statements. |
Valuation of Long-Lived Assets | Valuation of Long-Lived Assets. The carrying value of long-lived assets held and used, other than goodwill and indefinite-lived intangibles, is evaluated at the asset group level when events or changes in circumstances indicate the carrying value may not be recoverable. The carrying value of a long-lived asset group is considered impaired when the total projected undiscounted cash flows from such asset group are less than the carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset group. Fair market value is determined primarily using the projected cash flows from the asset group discounted at a rate commensurate with the risk involved. Losses on long-lived asset groups held for sale, other than goodwill, are determined in a similar manner, except that fair market values are reduced for disposal costs. |
Revenue Recognition and Trade Marketing - Product Sales | Revenue Recognition and Trade Marketing. Revenue from product sales is recognized upon shipment to the customers as terms are free on board ("FOB") shipping point, at which point title and risk of loss is transferred and the selling price is fixed or determinable. This completes the revenue-earning process specifically that an arrangement exists, delivery has occurred, ownership has transferred, the price is fixed and collectability is reasonably assured. A provision for payment discounts and product return allowances, which is estimated based upon the Company's historical performance, management's experience and current economic trends, is recorded as a reduction of sales in the same period that the revenue is recognized. |
Revenue Recognition and Trade Marketing - Trade Promotions | Trade promotions, consisting primarily of customer pricing allowances and merchandising funds, and consumer coupons are offered through various programs to customers and consumers. Sales are recorded net of estimated trade promotion spending, which is recognized as incurred at the time of sale. Certain retailers require the payment of slotting fees in order to obtain space for the Company's products on the retailer's store shelves. The fees are recognized as reductions of revenue on the date a liability to the retailer is created. These amounts are included in the determination of net sales. Accruals for expected payouts under these programs are included as accrued trade marketing expense in the Consolidated Balance Sheet. Coupon redemption costs are also recognized as reductions of net sales when the coupons are issued. Estimates of trade promotion expense and coupon redemption costs are based upon programs offered, timing of those offers, estimated redemption/usage rates from historical performance, management's experience and current economic trends. Trade marketing expense is comprised of amounts paid to retailers for programs designed to promote our products. These costs include standard introductory allowances for new products (slotting fees). They also include the cost of in-store product displays, feature pricing in retailers' advertisements and other temporary price reductions. These programs are offered to our customers both in fixed and variable (rate per case) amounts. The ultimate cost of these programs depends on retailer performance and is the subject of significant management estimates. The Company records as expense the estimated ultimate cost of the program in the period during which the program occurs. In accordance with the authoritative guidance for revenue recognition, these trade marketing expenses are classified in the Consolidated Statements of Operations as a reduction of net sales. Also, in accordance with the guidance, coupon redemption costs are also recognized as reductions of net sales when issued. |
Advertising | Advertising. Advertising costs include the cost of working media (advertising on television, radio or in print), the cost of producing advertising, and the cost of coupon insertion and distribution. Working media and coupon insertion and distribution costs are expensed in the period the advertising is run or the coupons are distributed. The cost of producing advertising is expensed as of the first date the advertisement takes place. |
Shipping and Handling Cost | Shipping and Handling Costs . In accordance with the authoritative guidance for revenue recognition, costs related to shipping and handling of products shipped to customers are classified as Cost of products sold. |
Pension benefits | Pension benefits. The Company provides pension benefits to certain employees and retirees. Pension benefits are no longer offered to salaried employees. All pension benefits are frozen. Determining the cost associated with such benefits is dependent on various actuarial assumptions, including discount rates, expected return on plan assets, compensation increases, turnover rates and mortality rates. Independent actuaries, in accordance with Generally Accepted Accounting Principles ("GAAP"), perform the required calculations to determine pension expense. Actual results that differ from the actuarial assumptions are generally accumulated and amortized over future periods. |
Equity Based Compensation expense | Equity Based Compensation expense . Grant-date fair value of PSU's and PS's are estimated using a Monte Carlo simulation. Grant-date fair value of stock options are estimated using the Black-Scholes option-pricing model, which includes using the simplified method to estimate the number of periods to exercise date. While we had equity compensation plans in place as a private company, our broader post-IPO equity compensation plans have not been in place for a sufficient amount of time to understand their post vesting behavior. As such, we will continue to use this methodology until such time we have sufficient history to provide a reasonable basis on which to estimate the expected term. Compensation expense is reduced based on estimated forfeitures with adjustments to actual expense recorded at the time of vesting. Forfeitures are estimated based on historical experience. The majority of our equity options have a three -year vesting period. For those awards that have a performance condition, compensation expense is based upon the number of shares expected to vest after assessing the probability that the performance criteria will be met. We recognize compensation cost for awards over the vesting period, adjusted for any changes in our probability assessment. |
Insurance reserves | Insurance reserves . The Company is self-insured under its worker's compensation insurance policy. The Company utilizes a stop loss policy issued by an insurance company to fund claims in excess of $350 . The Company estimates the outstanding retained-insurance liabilities by projecting incurred losses to their ultimate liability and subtracting amounts paid-to-date to obtain the remaining liabilities. The Company bases actuarial estimates of ultimate liability on actual incurred losses, estimates of incurred but not yet reported losses and the projected costs to resolve these losses. |
Income Taxes | Income Taxes. Income taxes are accounted for in accordance with the authoritative guidance for accounting for income taxes under which deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company continually reviews its deferred tax assets for recovery. A valuation allowance is established when the Company believes that it is more likely than not that some portion of its deferred tax assets will not be realized. Changes in valuation allowances from period to period are included in the Company's tax provision in the period of change. |
Financial Instruments | Financial Instruments. The Company uses financial instruments to manage its exposure to movements in interest rates, certain commodity prices and foreign currencies. The use of these financial instruments modifies the exposure of these risks with the intent to reduce the risk or cost to the Company. The Company does not use derivatives for trading purposes and is not a party to leveraged derivatives. The authoritative guidance for derivative and hedge accounting requires that all derivatives be recognized as either assets or liabilities at fair value. Changes in the fair value of derivatives not designated as hedging instruments are recognized in earnings. The cash flows associated with the financial instruments are included in the cash flow from operating activities. |
Deferred financing costs | Deferred financing costs . Deferred financing costs are amortized over the life of the related debt using the effective interest rate method. If debt is prepaid or retired early, the related unamortized deferred financing costs are written off in the period the debt is retired. |
Capitalized Internal Use Software Costs | Capitalized Internal Use Software Costs. The Company capitalizes the cost of internal-use software that has a useful life in excess of one year. These costs consist of payments made to third parties and the salaries of employees working on such software development. Subsequent additions, modifications or upgrades to internal-use software are capitalized only to the extent that they allow the software to perform a task it previously did not perform. Capitalized internal use software costs are amortized using the straight-line method over their estimated useful lives, generally 2 ½ to 3 years. |
Accumulated other comprehensive loss (AOCL) | Accumulated other comprehensive loss ("AOCL"). Accumulated other comprehensive loss includes loss on financial instruments, foreign currency translation adjustments, net gains or (losses) on pension actuarial assumptions and the related tax provisions or benefits that are currently presented as a component of shareholder's equity. |
Use of Estimates | Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-17, “Balance Sheet Classification of Deferred Taxes”. The new guidance eliminates the requirement to separate deferred income tax liabilities and assets into current and noncurrent amounts. The amendments will require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The updated guidance will be effective for fiscal years beginning after December 15, 2016, including interim periods within those annual periods. Early adoption is permitted, and the amendments may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company is in the process of evaluating this guidance. In September 2015, the FASB issued ASU No. 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments”. The new guidance eliminates the requirement to retrospectively account for adjustments to provisional amounts recognized in a business combination. Under the ASU, the adjustments to the provisional amounts will be recognized in the reporting period in which the adjustment amounts are determined. The updated guidance will be effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Early adoption is permitted, and the ASU should be applied prospectively. The Company is in the process of evaluating this guidance. In July 2015, the FASB issued ASU No. 2015-11, "Simplifying the Measurement of Inventory", which requires entities to measure most inventory “at the lower of cost and net realizable value,” thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. The ASU will not apply to inventories that are measured by using either the last-in, first-out (LIFO) method or the retail inventory method (RIM). The updated guidance will be effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is permitted. The Company is in the process of evaluating this guidance. In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs". The new guidance changes the presentation of debt issuance costs in financial statements. Under the ASU, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. The updated guidance will be effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. Early adoption is permitted for all entities for financial statements that have not been previously issued. The Company is in the process of evaluating this guidance. In April 2015, the FASB issued ASU No. 2015-04, “Compensation-Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets". The new guidance gives an employer whose fiscal year-end does not coincide with a calendar month-end (e.g., an entity that has a 52- or 53-week fiscal year, as the Company does) the ability, as a practical expedient, to measure defined benefit retirement obligations and related plan assets as of the month- end that is closest to its fiscal year-end. The updated guidance will be effective for annual reporting periods beginning after December 31, 2015, including interim periods within that reporting period. Early application is permitted, and the ASU should be applied prospectively. The Company implemented this guidance in 2015 without material effect on the consolidated financial statements. In May 2014, the FASB issued revised guidance on the recognition of revenue from contracts with customers. The guidance is designed to create greater comparability for financial statement users across industries and jurisdictions. The guidance also requires enhanced disclosures. The guidance was originally effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. In April 2015, the FASB delayed the effective date of the new revenue guidance by one year. The updated guidance will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Entities will be permitted to adopt the new revenue standard early, but not before the original effective date. The guidance permits the use of either a full retrospective or modified retrospective transition method. The Company is currently evaluating the impact that the new guidance will have on the consolidated financial statements, as well as which transition method it will use. |
Fair Value Measurement | The valuations of these instruments are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate, commodity, and foreign exchange forward curves. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments (or receipts) and the discounted expected variable cash receipts (or payments). The variable cash receipts (or payments) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. To comply with the provisions of the authoritative guidance for fair value disclosure, the Company incorporates credit valuation adjustments to appropriately reflect both its own non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of non-performance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 27, 2015 | |
Business Acquisition [Line Items] | |
Schedule of pro forma information | Amounts in millions: Year ended December 29, 2013 (unaudited) Net sales $ 2,612.7 Net earnings $ 110.1 |
Wish-Bone [Member] | |
Business Acquisition [Line Items] | |
Schedule of assets acquired and liabilities assumed | The cost of the Wish-Bone acquisition was $575,164 . The following table summarizes the allocation of the total cost of the acquisition to the assets acquired: Assets acquired: Inventories $ 20,029 Plant assets 5,871 Tradenames 347,400 Distributor relationships and other agreements 14,700 Deferred tax assets 564 Goodwill 186,600 $ 575,164 |
Duncan Hines [Member] | |
Business Acquisition [Line Items] | |
Schedule of assets acquired and liabilities assumed | The following table summarizes the allocation of the total cost of the acquisition to the assets acquired and liabilities assumed: Assets acquired: Inventories $ 10,188 Building and land 3,480 Plant assets 2,302 Deferred tax assets 1,278 Goodwill 9,550 Fair value of assets acquired 26,798 Liabilities assumed Accrued liabilities 178 Total cost of acquisition $ 26,620 |
Garden Protein International, Inc. [Member] | |
Business Acquisition [Line Items] | |
Schedule of assets acquired and liabilities assumed | The following table summarizes the allocation of the total cost of the acquisition to the assets acquired and liabilities assumed: Assets acquired: Accounts receivable $ 5,226 Inventories 6,798 Prepaid expenses and other assets 572 Property and equipment 13,895 Tradenames 51,950 Distributor relationships 3,098 Private label customer relationships 1,328 Formulations 7,611 Goodwill 82,970 Fair value of assets acquired 173,448 Liabilities assumed Accounts payable and accrued liabilities 5,007 Income tax payable 7,878 Long term deferred tax liability 1,347 Other long-term liabilities 2,714 Total cost of acquisition $ 156,502 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 27, 2015 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Subject to Recurring Fair Value | The Company’s financial assets and liabilities subject to recurring fair value measurements and the required disclosures are as follows: Fair Value Fair Value Measurements Using Fair Value Hierarchy Fair Value Fair Value Measurements Using Fair Value Hierarchy Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Interest rate derivatives $ — $ — $ — $ — $ 6,420 $ — $ 6,420 $ — Foreign currency derivatives 471 — 471 — 1,294 — 1,294 — Total assets at fair value $ 471 $ — $ 471 $ — $ 7,714 $ — $ 7,714 $ — Liabilities Interest rate derivatives $ 18,868 $ — $ 18,868 $ — $ 4,543 $ — $ 4,543 $ — Commodity derivatives 10,013 — 10,013 — 12,011 — 12,011 — Total liabilities at fair value $ 28,881 $ — $ 28,881 $ — $ 16,554 $ — $ 16,554 $ — |
Shareholder's Equity, Equity 33
Shareholder's Equity, Equity Based Compensation Expense and Earnings Per Share (Tables) | 12 Months Ended |
Dec. 27, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Equity-based Compensation Expense | The following table summarizes equity based compensation expense which was allocated as follows: Fiscal year ended December 27, 2015 December 28, 2014 December 29, 2013 Cost of products sold $ 3,647 $ 5,565 $ 633 Marketing and selling expenses 3,642 5,836 1,399 Administrative expenses 7,461 23,977 5,792 Research and development expenses 372 573 109 Pre-Tax Equity Based Compensation Expense 15,122 35,951 7,933 Income Tax Benefit 5,638 4,738 2,083 Net Equity Based Compensation Expense $ 9,484 $ 31,213 $ 5,850 |
Summary of Equity Option Transactions | The following table summarizes the equity option transactions under the 2007 Stock Incentive Plan: Number of Options Weighted Average Exercise Price Weighted Average Fair Value at Grant Date Weighted Average Remaining Life Aggregate Intrinsic Value (000's) Outstanding, December 28, 2014 247,430 $ 10.11 $ 6.13 4.47 $ 6,306 Granted — — — Exercised (102,577 ) 10.27 6.40 Forfeitures (2,210 ) 13.12 4.24 Outstanding, December 27, 2015 142,643 $ 9.96 $ 5.97 3.42 $ 4,687 Exercisable and Expected to Vest, December 27, 2015 141,237 $ 9.90 $ 5.99 3.39 $ 4,649 Exercisable, December 27, 2015 139,135 $ 9.81 $ 6.02 3.34 $ 4,593 |
Schedule of Option Activity | The following table summarizes the equity option transactions under the 2013 Omnibus Incentive Plan: Number of Options Weighted Average Exercise Price Weighted Average Fair Value at Grant Date Weighted Average Remaining Life Aggregate Intrinsic Value (000's) Outstanding, December 28, 2014 3,018,056 $ 22.88 $ 5.81 8.55 38,399 Granted 354,422 41.05 8.93 Exercised (5,937 ) 29.28 8.47 Forfeitures (198,275 ) 26.24 7.14 Outstanding, December 27, 2015 3,168,266 $ 24.72 $ 6.09 7.72 57,336 Expected to Vest, December 27, 2015 2,848,066 $ 23.78 $ 5.81 7.62 $ 54,219 |
Schedule of Weighted Average Assumptions | The Company currently uses the Black-Scholes pricing model as its method of valuation for equity option awards. The fair value of the options granted during the fiscal years ended December 27, 2015 , December 28, 2014 and December 29, 2013 was estimated on the date of the grant with the following weighted average assumptions: Fiscal year ended December 27, 2015 December 28, 2014 December 29, 2013 Risk-free interest rate 1.57 % 2.18 % 1.17 % Expected time to option exercise 6.50 years 6.50 years 6.50 years Expected volatility 27 % 37 % 35 % Expected dividend yield on Pinnacle Foods Inc. stock 2.29 % 2.88 % 3.54 % * * Dividend yield is based on the weighted average of the expected yield at the time of each grant, 3.54% is principally the result of options granted at the IPO price of $20.00 a share. No dividend was in effect prior to 2013. |
Summary of Restricted Stock Units | The following table summarizes the changes in non-vested shares and Restricted Stock Units ("RSU's"). Number of Shares Weighted Average Fair Value at Grant Date Aggregate Intrinsic Value (000's) Outstanding, December 28, 2014 474,375 $ 27.33 $ 16,888 Granted 220,291 41.35 Forfeitures (40,057 ) 33.31 Vested (204,658 ) 29.43 Outstanding, December 27, 2015 449,951 $ 32.71 $ 19,267 Expected to Vest, December 27, 2015 345,367 $ 32.59 $ 14,789 |
Schedule of PSU Valuation Assumptions | The fair value of the PSU's granted during the fiscal years ended December 27, 2015 and December 28, 2014 , was estimated on the date of the grant with the following assumptions: December 27, 2015 December 28, 2014 Risk-free interest rate 1.3 % 0.9 % Expected term 3.00 years 3.00 years Expected volatility 22 % 35 % Expected dividend yield 2.3 % 2.8 % |
Summary of Weighted Average Number of Shares | Diluted earnings per common share are calculated by dividing net earnings by weighted-average common shares outstanding during the period plus dilutive potential common shares, which are determined as follows: Fiscal year ended December 27, 2015 December 28, 2014 December 29, 2013 Weighted-average common shares 116,031,648 115,697,621 106,841,198 Effect of dilutive securities 1,290,878 1,187,601 1,777,542 Dilutive potential common shares 117,322,526 116,885,222 108,618,740 |
Performance Shares [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Equity Option Transactions | The following table summarizes the changes in non-vested Performance Shares ("PS's") and Performance Share Units ("PSU's"). Number of Weighted Average Fair Value at Grant Date Aggregate Intrinsic Value (000's) Outstanding, December 28, 2014 239,147 $ 37.65 $ 8,514 Granted 186,441 48.62 Forfeitures (34,015 ) 40.01 Vested — — Outstanding, December 27, 2015 391,573 $ 42.67 $ 16,767 Expected to Vest, December 27, 2015 273,546 $ 42.67 $ 11,713 |
Accumulated Other Comprehensi34
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 27, 2015 | |
Equity [Abstract] | |
Schedule of Components of Accumulated Other Comprehensive Income (Loss) | The components of Accumulated Other Comprehensive Loss consist of the following: Currency translation adjustments Gains (Losses) on cash flow hedges Change in pensions Total Balance at December 29, 2013 $ (466 ) $ 19,581 $ (26,612 ) $ (7,497 ) Other comprehensive loss before reclassification (1,588 ) (15,303 ) (13,233 ) (30,124 ) Amounts reclassified from accumulated other comprehensive loss — (154 ) 41 (113 ) Net current period other comprehensive loss (1,588 ) (15,457 ) (13,192 ) (30,237 ) Balance at December 28, 2014 $ (2,054 ) $ 4,124 $ (39,804 ) $ (37,734 ) Other comprehensive loss before reclassification (4,364 ) (13,559 ) (4,542 ) (22,465 ) Amounts reclassified from accumulated other comprehensive loss — 203 608 811 Net current period other comprehensive loss (4,364 ) (13,356 ) (3,934 ) (21,654 ) Balance at December 27, 2015 $ (6,418 ) $ (9,232 ) $ (43,738 ) $ (59,388 ) |
Summary of Reclassification out of Accumulated Other Comprehensive Income (Loss) | The following table presents amounts reclassified out of AOCL and into Net earnings for the fiscal years ended December 27, 2015 and December 28, 2014 . Gain/(Loss) Amounts Reclassified from AOCL Fiscal year ended Details about Accumulated Other Comprehensive Earnings Components December 27, 2015 December 28, 2014 Reclassified from AOCL to: Gains and losses on financial instrument contracts Interest rate contracts $ (3,737 ) $ (877 ) Interest expense Foreign exchange contracts 3,211 1,502 Cost of products sold Total before tax (526 ) 625 Tax (expense) benefit 323 (471 ) Provision for income taxes Net of tax (203 ) 154 Pension actuarial assumption adjustments Amortization of actuarial loss (981 ) (67 ) (a) Cost of products sold Tax benefit 373 26 Provision for income taxes Net of tax (608 ) (41 ) Net reclassifications into net earnings $ (811 ) $ 113 (a) This is included in the computation of net periodic pension cost (see Note 11 for additional details). |
Other Expense (Income), net a35
Other Expense (Income), net and Termination Fee Received, Net of Costs (Tables) | 12 Months Ended |
Dec. 27, 2015 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Expense (Income), net | Other Expense (Income), net Fiscal year December 27, December 28, December 29, Other expense (income), net consists of: Amortization of intangibles/other assets $ 13,554 $ 13,917 $ 15,875 Boulder Brands acquisition costs (Note 19) 1,713 — — Wish-Bone acquisition costs (Note 3) — — 6,067 Garden Protein acquisition costs (Note 3) — 3,121 — Foreign exchange losses 4,731 655 — Redemption premium on the early extinguishment of debt — — 34,180 Royalty income and other (892 ) (1,712 ) (918 ) Total other expense (income), net $ 19,106 $ 15,981 $ 55,204 |
Balance Sheet Information (Tabl
Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 27, 2015 | |
Balance Sheet Information [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable are as follows: December 27, 2015 December 28, 2014 Customers $ 219,352 $ 190,321 Allowances for cash discounts, bad debts and returns (7,902 ) (6,801 ) Subtotal 211,450 183,520 Other receivables 8,286 7,234 Total $ 219,736 $ 190,754 |
Schedule of the Changes in the Allowance for Cash Discounts, Bad Debts and Returns | Following are the changes in the allowance for cash discounts, bad debts, and returns: Beginning Ending Balance Revenue Reductions Deductions Balance Fiscal 2015 $ 6,801 $ 98,374 $ (97,273 ) $ 7,902 Fiscal 2014 5,849 96,491 (95,539 ) 6,801 Fiscal 2013 5,149 87,005 (86,305 ) 5,849 |
Schedule of Inventories | Inventories are as follows: December 27, December 28, Raw materials, containers and supplies $ 57,145 $ 60,828 Finished product (1) 345,956 295,639 Total $ 403,101 $ 356,467 (1) Included in Finished products was $61,527 and $45,421 of crop related inventory as of December 27, 2015 and December 28, 2014 respectively. |
Schedule of Other Current Assets | Other Current Assets are as follows: December 27, 2015 December 28, 2014 Prepaid expenses and other $ 8,166 $ 8,139 Prepaid income taxes 5,511 84 Total $ 13,677 $ 8,223 |
Schedule of Plant Assets | Plant assets are as follows: December 27, 2015 December 28, 2014 Land $ 14,948 $ 14,211 Buildings 246,988 208,341 Machinery and equipment 716,314 641,818 Projects in progress (a) 61,153 91,175 Subtotal 1,039,403 955,545 Accumulated depreciation (408,294 ) (349,639 ) Total $ 631,109 $ 605,906 |
Schedule of Accrued Liabilities | Accrued liabilities are as follows: December 27, December 28, Employee compensation and benefits $ 55,416 $ 52,404 Interest payable 12,127 12,239 Consumer coupons 2,035 1,912 Accrued financial instrument contracts (see note 12) 5,957 10,276 Accrued broker commissions 4,651 3,526 Other 20,324 26,131 Total $ 100,510 $ 106,488 |
Schedule Of Other Long-Term Liabilities | Other long-term liabilities are as follows: December 27, December 28, Employee compensation and benefits $ 9,806 $ 9,506 Long-term rent liability and deferred rent allowances 7,774 8,431 Liability for uncertain tax positions 7,712 2,064 Accrued financial instrument contracts (see note 12) 22,924 6,280 Other 6,290 8,024 Total $ 54,506 $ 34,305 |
Goodwill, Tradenames and Other
Goodwill, Tradenames and Other Assets (Tables) | 12 Months Ended |
Dec. 27, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill by segment | Goodwill by segment is as follows: Birds Eye Frozen Duncan Hines Grocery Specialty Foods Total Balance, December 29, 2013 $ 527,069 $ 927,065 $ 173,961 $ 1,628,095 Gilster acquisition (Note 3) — 9,550 — 9,550 Garden Protein acquisition (Note 3) 84,257 — — 84,257 Foreign currency adjustment (2,342 ) — — (2,342 ) Balance, December 28, 2014 $ 608,984 $ 936,615 $ 173,961 $ 1,719,560 Foreign currency adjustment (4,265 ) — — (4,265 ) Purchase price adjustment (1) (1,287 ) — — (1,287 ) Balance, December 27, 2015 $ 603,432 $ 936,615 $ 173,961 $ 1,714,008 (1) Primarily relates to a 2015 post close working capital adjustment of the preliminary purchase price related to the Garden Protein acquisition. |
Schedule of Tradenames by segment | Tradenames by segment are as follows: Birds Eye Duncan Hines Specialty Frozen Grocery Foods Total Balance, December 29, 2013 $ 796,680 $ 1,118,712 $ 36,000 $ 1,951,392 Garden Protein acquisition (Note 3) 51,950 — — 51,950 Foreign currency adjustment (1,468 ) — — (1,468 ) Balance, December 28, 2014 $ 847,162 $ 1,118,712 $ 36,000 $ 2,001,874 Foreign currency adjustment (826 ) — — (826 ) Balance, December 27, 2015 $ 846,336 $ 1,118,712 $ 36,000 $ 2,001,048 |
Schedule of Other Assets | Other Assets December 27, 2015 Weighted Avg Life Gross Carrying Amount Accumulated Amortization Net Amortizable intangibles Recipes 10 $ 60,094 $ (47,077 ) $ 13,017 Customer relationships - Distributors 35 142,129 (46,507 ) 95,622 Customer relationships - Private Label 7 1,290 (399 ) 891 License 7 6,175 (5,800 ) 375 Total amortizable intangibles $ 209,688 $ (99,783 ) $ 109,905 Debt acquisition costs 46,313 (29,216 ) 17,097 Other (1) 9,282 — 9,282 Total other assets, net $ 136,284 Amortizable intangibles by segment Birds Eye Frozen $ 60,510 Duncan Hines Grocery 45,503 Specialty Foods 3,892 $ 109,905 December 28, 2014 Weighted Avg Life Gross Carrying Amount Accumulated Amortization Net Amortizable intangibles Recipes 10 $ 60,206 $ (41,027 ) $ 19,179 Customer relationships - Distributors 35 142,156 (40,616 ) 101,540 Customer relationships - Private Label 7 1,290 (43 ) 1,247 License 7 6,175 (4,563 ) 1,612 Total amortizable intangibles $ 209,827 $ (86,249 ) $ 123,578 Debt acquisition costs 45,913 (25,244 ) 20,669 Financial instruments (see note 12) 6,420 — 6,420 Other (1) 7,229 — 7,229 Total other assets, net $ 157,896 Amortizable intangibles by segment Birds Eye Frozen $ 67,525 Duncan Hines Grocery 51,637 Specialty Foods 4,416 $ 123,578 (1) As of December 27, 2015 and December 28, 2014 , Other primarily consists of security deposits and supplemental savings plan investments. |
Schedule of Deferred Financing Cost Activity | The following summarizes debt acquisition cost activity: Gross Carrying Amount Accumulated Amortization Net Balance, December 28, 2014 $ 45,913 $ (25,244 ) $ 20,669 2015 - Additions 400 — 400 - Amortization — (3,972 ) (3,972 ) Balance, December 27, 2015 $ 46,313 $ (29,216 ) $ 17,097 |
Debt and Interest Expense (Tabl
Debt and Interest Expense (Tables) | 12 Months Ended |
Dec. 27, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term and Short-term Debt Instruments | December 27, December 28, Short-term borrowings - Notes payable $ 2,225 $ 2,396 Total short-term borrowings $ 2,225 $ 2,396 Long-term debt - Amended Credit Agreement - Tranche G Term Loans due 2020 $ 1,409,625 $ 1,409,625 - Amended Credit Agreement - Tranche H Term Loans due 2020 514,500 519,750 - 4.875% Senior Notes due 2021 350,000 350,000 - 3.0% Note payable to Gilster Mary Lee Corporation due 2018 8,878 12,497 - Unamortized discount on long term debt (10,347 ) (12,728 ) - Capital lease obligations 15,123 18,756 2,287,779 2,297,900 Less: current portion of long-term obligations 14,847 11,916 Total long-term debt $ 2,272,932 $ 2,285,984 |
Schedule of Interest expense | Interest expense Fiscal year December 27, December 28, December 29, Interest expense, third party $ 79,771 $ 87,765 $ 102,286 Related party interest expense (Note 14) 1,033 1,602 1,880 Amortization of debt acquisition costs (Note 9) 3,972 4,046 4,395 Write-off of debt acquisition costs — 983 12,725 Write-off of original issue discount — 896 2,182 Financing costs — — 4,762 Interest rate swap losses (Note 12) 3,737 882 4,124 Total interest expense $ 88,513 $ 96,174 $ 132,354 |
Schedule of Early Redemption Prices Of Long-term Debt Instruments | Pinnacle Foods Finance may redeem the 4.875% Senior Notes at the redemption prices listed below, if redeemed during the twelve-month period beginning on May 1 st of each of the years indicated below: Year Percentage 2016 103.656% 2017 102.438% 2018 101.219% 2019 and thereafter 100.000% |
Schedule of the Estimated Fair Value of the Company's Long-term Debt, including the Current Portion | The estimated fair value of the Company’s long-term debt, including the current portion, as of December 27, 2015 , is as follows: December 27, 2015 Issue Face Value Fair Value Amended Credit Agreement - Tranche G Term Loans $ 1,409,625 $ 1,384,957 Amended Credit Agreement - Tranche H Term Loans 514,500 505,496 3.0% Note payable to Gilster Mary Lee Corporation 8,878 8,878 4.875% Senior Notes 350,000 337,750 $ 2,283,003 $ 2,237,081 The estimated fair value of the Company’s long-term debt, including the current portion, as of December 28, 2014 , is as follows: December 28, 2014 Issue Face Value Fair Value Amended Credit Agreement - Tranche G Term Loans $ 1,409,625 $ 1,367,336 Amended Credit Agreement - Tranche H Term Loans 519,750 504,158 3.0% Note payable to Gilster Mary Lee Corporation 12,497 12,497 4.875% Senior Notes 350,000 346,500 $ 2,291,872 $ 2,230,491 |
Pension and Retirement Plans (T
Pension and Retirement Plans (Tables) | 12 Months Ended |
Dec. 27, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Reconciliation of the changes in benefit obligation | The following table reconciles the changes in our benefit obligation: Fiscal year ended December 27, 2015 December 28, 2014 December 29, 2013 Change in Benefit Obligation Net benefit obligation at beginning of the period $ 277,253 $ 251,557 $ 292,290 Service cost — — 69 Interest cost 10,474 11,517 10,961 Actuarial loss (gain) (12,264 ) 31,878 (33,919 ) Gross benefits paid (17,179 ) (17,699 ) (17,844 ) Net benefit obligation at end of the period 258,284 277,253 251,557 Change in Plan Assets Fair value of plan assets at beginning of the period 218,127 204,349 194,165 Employer contributions 3,123 7,793 8,278 Actual return on plan assets (7,049 ) 23,684 19,750 Gross benefits paid (17,179 ) (17,699 ) (17,844 ) Fair value of plan assets at end of the period 197,022 218,127 204,349 Funded status at end of the year $ (61,262 ) $ (59,126 ) $ (47,208 ) Amounts recognized in the Consolidated Balance Sheets Accrued pension benefits $ (60,996 ) $ (58,799 ) $ (46,861 ) Accrued pension benefits (part of accrued liabilities) (266 ) (327 ) (347 ) Net amount recognized at end of the period $ (61,262 ) $ (59,126 ) $ (47,208 ) Amounts recognized in Accumulated Other Comprehensive Loss Net loss $ 56,762 $ 49,779 $ 28,512 Net amount recognized at end of the period $ 56,762 $ 49,779 $ 28,512 Accumulated benefit obligation 258,284 277,253 251,557 Weighted average assumptions Discount rate 4.20 % 3.85 % 4.76 % |
Schedule of the components of net periodic (benefit) cost | The following represents the components of net periodic (benefit) cost: Pension Benefits Fiscal year December 27, December 28, December 29, Service cost $ — $ — $ 69 Interest cost 10,474 11,517 10,961 Expected return on assets (13,233 ) (13,150 ) (13,386 ) Amortization of actuarial loss 1,005 76 1,413 Net periodic benefit $ (1,754 ) $ (1,557 ) $ (943 ) Weighted average assumptions: Discount rate 3.85 % 4.76 % 3.88 % Expected return on plan assets 6.25 % 6.50 % 7.00 % Rate of compensation increase N/A N/A N/A |
Schedule of the weighted-average asset allocations and fair value hierarchy | The following table summarizes the Pinnacle Foods Group LLC Pension Plan's investments measured at fair value on a recurring basis: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs that reflect the Company's assumptions. There are no Level 3 assets. Fair Value Fair Value Measurements Using Fair Value Hierarchy Level 1 Level 2 Level 3 Short-term investments: Short-term Investment Fund $ 1,851 $ — $ 1,851 $ — Equity Common/collective trusts: Small/ Mid Capitalization Fund 10,757 — 10,757 — Large Capitalization Equity Fund 43,541 — 43,541 — International Fund 25,837 — 25,837 — Fixed Income Common/collective trusts: Fixed Income Fund 115,036 — 115,036 — Total assets at fair value $ 197,022 $ — $ 197,022 $ — Fair Value Fair Value Measurements Using Fair Value Hierarchy Level 1 Level 2 Level 3 Short-term investments: Short-term Investment Fund $ 1,652 $ — $ 1,652 $ — Equity Common/collective trusts: Small/ Mid Capitalization Fund 11,574 — 11,574 — Large Capitalization Equity Fund 49,149 — 49,149 — International Fund 27,429 — 27,429 — Fixed Income Common/collective trusts: Fixed Income Fund 128,323 — 128,323 — Total assets at fair value $ 218,127 $ — $ 218,127 $ — The following table sets forth the weighted-average asset allocations of the Company's pension plans by asset category: December 27, 2015 December 28, 2014 Asset category Equity securities 41 % 40 % Debt securities 58 % 59 % Cash 1 % 1 % Total 100 % 100 % |
Schedule of expected benefit payments | The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid: Year Benefit Payment ($) 2016 15,952 2017 15,216 2018 15,400 2019 15,870 2020 15,586 2021-2025 77,378 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 27, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Swaps | As of December 27, 2015 , the Company had the following interest rate swaps that were designated as cash flow hedges of interest rate risk: Product Number of Instruments Current Notional Amount Hedged Fixed Rate Range Index Trade Dates Maturity Dates Interest Rate Swaps 12 $ 1,318,050 1.05% - 2.97% USD-LIBOR-BBA Apr 2013 - Oct 2013 Apr 2016 - Apr 2020 |
Schedule of Foreign Currency Exchange Contracts | As of December 27, 2015 , the Company had the following foreign currency exchange contracts (in aggregate) that were designated as cash flow hedges of foreign exchange risk: Product Number of Instruments Notional Sold in Aggregate in ("CAD") Notional Purchased in Aggregate in ("USD") USD to CAD Exchange Rates Trade Date Maturity Dates Canadian $ contracts 12 $ 12,000 $ 9,144 1.312 - 1.313 Oct 2015 Jan 2016 - Dec 2016 |
Schedule of Derivative Instruments not Designated in Qualifying Hedging Relationships | As of December 27, 2015 , the Company had the following derivative instruments that were not designated in qualifying hedging relationships: Commodity Contracts Number of Instruments Notional Price/Index Trade Dates Maturity Dates Diesel Fuel Contracts 3 9,309,557 Gallons 3.68 - 3.80 per Gallon Sept 2014 - Nov 2014 Jan 2016 - Jan 2017 Heating Oil Contracts 2 3,871,100 Gallons 1.80 - 1.82 per Gallon Jan 2015 - July 2015 Dec 2016 Natural Gas Contracts 2 773,000 MMBTU's 2.81 - 3.20 per MMBTU July 2015 - Oct 2015 June 2016 - Aug 2016 Soybean Oil Contracts 3 62,688,173 Pounds 0.31 - 0.35 per Pound Dec 2014 - July 2015 Jan 2016 - Dec 2016 |
Schedule of the Fair Value of Derivative Financial Instruments as Well as Their Consolidated Balance Sheets Classification | The table below presents the fair value of the Company’s derivative financial instruments as well as their classification in the Consolidated Balance Sheets as of December 27, 2015 and December 28, 2014 . Tabular Disclosure of Fair Values of Derivative Instruments Asset Derivatives Liability Derivatives Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments Interest Rate Contracts Accrued liabilities $ 3,921 Other long-term liabilities 14,947 Foreign Exchange Contracts Other current assets 471 Total derivatives designated as hedging instruments $ 471 $ 18,868 Derivatives not designated as hedging instruments Commodity Contracts Accrued liabilities 2,036 Other long-term liabilities 7,977 Total derivatives not designated as hedging instruments $ — $ 10,013 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments Interest Rate Contracts Other assets, net $ 6,420 Accrued liabilities $ 1,280 Other long-term liabilities 3,263 Foreign Exchange Contracts Other current assets 1,294 Total derivatives designated as hedging instruments $ 7,714 $ 4,543 Derivatives not designated as hedging instruments Interest Rate Contracts Accrued liabilities $ 8,995 Commodity Contracts Other long- term liabilities 3,016 Total derivatives not designated as hedging instruments $ — $ 12,011 |
Schedule of Derivative Assets | The Company has elected not to offset the fair values of derivative assets and liabilities executed with the same counterparty that are generally subject to enforceable netting agreements. However, if the company were to offset and record the asset and liability balances of derivatives on a net basis, the amounts presented in the Consolidated Balance Sheets as of December 27, 2015 and December 28, 2014 would be adjusted as detailed in the following table: December 27, 2015 December 28, 2014 Derivative Instrument Gross Amounts Presented in the Consolidated Balance Sheet Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements Net Amount Gross Amounts Presented in the Consolidated Balance Sheet Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements Net Amount Total asset derivatives $ 471 (471 ) $ — $ 7,714 (5,039 ) $ 2,675 Total liability derivatives $ 28,881 (471 ) $ 28,410 $ 16,554 (5,039 ) $ 11,515 |
Schedule of Derivative Liabilities | The Company has elected not to offset the fair values of derivative assets and liabilities executed with the same counterparty that are generally subject to enforceable netting agreements. However, if the company were to offset and record the asset and liability balances of derivatives on a net basis, the amounts presented in the Consolidated Balance Sheets as of December 27, 2015 and December 28, 2014 would be adjusted as detailed in the following table: December 27, 2015 December 28, 2014 Derivative Instrument Gross Amounts Presented in the Consolidated Balance Sheet Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements Net Amount Gross Amounts Presented in the Consolidated Balance Sheet Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements Net Amount Total asset derivatives $ 471 (471 ) $ — $ 7,714 (5,039 ) $ 2,675 Total liability derivatives $ 28,881 (471 ) $ 28,410 $ 16,554 (5,039 ) $ 11,515 |
Schedule of Derivative Financial Instruments on the Consolidated Statements of Operations and Accumulated Other Comprehensive (Loss) Earnings | The table below presents the effect of the Company’s derivative financial instruments in the Consolidated Statements of Operations and AOCL for the fiscal years ended December 27, 2015 and December 28, 2014 . Tabular Disclosure of the Effect of Derivative Instruments Gain/(Loss) Derivatives in Cash Flow Hedging Relationships Recognized in AOCL on Derivative (Effective Portion) Effective portion Reclassified from AOCL into Earnings (Effective Portion) Ineffective portion recognized in Earnings in: Recognized in Earnings on Derivative (Ineffective Portion) Interest Rate Contracts $ (24,482 ) Interest expense $ (3,737 ) Interest expense $ — Foreign Exchange Contracts 2,404 Cost of products sold 3,211 Cost of products sold (16 ) Fiscal year ended December 27, 2015 $ (22,078 ) $ (526 ) $ (16 ) Interest Rate Contracts $ (27,313 ) Interest expense $ (877 ) Interest expense $ — Foreign Exchange Contracts 2,472 Cost of products sold 1,502 Cost of products sold 17 Fiscal year ended December 28, 2014 $ (24,841 ) $ 625 $ 17 Interest Rate Contracts $ 27,817 Interest expense $ (4,000 ) (a) Interest expense $ 8 Foreign Exchange Contracts 1,443 Cost of products sold 1,771 Cost of products sold (3 ) Fiscal year ended December 29, 2013 $ 29,260 $ (2,229 ) $ 5 Derivatives Not Designated as Hedging Instruments Recognized in Earnings in: Recognized in Earnings on Derivative Commodity Contracts Cost of products sold $ (9,292 ) Fiscal year ended December 27, 2015 $ (9,292 ) Commodity Contracts Cost of products sold $ (12,928 ) Interest Rate Contracts Interest expense $ (5 ) Fiscal year ended December 28, 2014 $ (12,933 ) Commodity Contracts Cost of products sold $ 667 Interest Rate Contracts Interest expense $ (132 ) Fiscal year ended December 29, 2013 $ 535 (a) Includes $2.8 million of accelerated reclassifications out of AOCL. |
Schedule of Aggregate Fair Values of Derivatives that Contain Credit Risk-related Contingent Features | The table below summarizes the aggregate fair values of those derivatives that contain credit risk-related contingent features as of December 27, 2015 and December 28, 2014 . December 27, 2015 Asset/(Liability) Counterparty Contract Type Termination Value Performance Risk Adjustment Accrued Interest Fair Value (excluding interest) Barclays Interest Rate Contracts $ (9,616 ) $ 773 $ (260 ) $ (8,583 ) Commodity Contracts (7,035 ) 116 — (6,919 ) Bank of America Interest Rate Contracts (5,879 ) 790 — (5,089 ) Foreign Exchange Contracts 470 1 — 471 Commodity Contracts (1,737 ) 29 — (1,709 ) Credit Suisse Interest Rate Contracts (2,627 ) 53 (260 ) (2,314 ) Macquarie Interest Rate Contracts (3,137 ) 47 (209 ) (2,882 ) Commodity Contracts (1,408 ) 23 — (1,386 ) Total $ (30,970 ) $ 1,831 $ (728 ) $ (28,410 ) December 28, 2014 Asset/(Liability) Counterparty Contract Type Termination Value Performance Risk Adjustment Accrued Interest Fair Value (excluding interest) Barclays Interest Rate Contracts $ 550 $ 667 $ (90 ) $ 1,307 Foreign Exchange Contracts 1,294 — — 1,294 Commodity Contracts (6,300 ) — — (6,300 ) Bank of America Interest Rate Contracts 1,578 627 — 2,205 Credit Suisse Interest Rate Contracts 322 58 (90 ) 470 Macquarie Interest Rate Contracts (2,262 ) 80 (77 ) (2,105 ) Commodity Contracts (5,711 ) — — (5,711 ) Total $ (10,529 ) $ 1,432 $ (257 ) $ (8,840 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 27, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Operating Leases, Capital Leases and Purchase Commitments | As of December 27, 2015 , the Company had entered into non-cancellable lease and purchase contracts, with terms in excess of one year, requiring the following minimum payments: Description 2016 2017 2018 2019 2020 Thereafter Operating leases $ 12,548 $ 12,397 $ 9,542 $ 7,500 $ 6,792 $ 15,241 Capital leases 6,739 1,988 2,008 912 909 8,183 Purchase Commitments (1) 638,720 36,815 12,871 7,336 7,336 44,929 (1) The amounts indicated in this line primarily reflect future contractual payments, including certain take-or-pay arrangements entered into as part of the normal course of business. The amounts do not include obligations related to other contractual purchase obligations that are not take-or-pay arrangements. Such contractual purchase obligations are primarily purchase orders at fair value that are part of normal operations and are reflected in historical operating cash flow trends. Purchase obligations also include trade and consumer promotion and advertising commitments. |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 27, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Fiscal year SEGMENT INFORMATION December 27, December 28, December 29, 2013 52 weeks 52 weeks 52 weeks Net sales Birds Eye Frozen $ 1,227,235 $ 1,115,232 $ 1,096,897 Duncan Hines Grocery 1,092,408 1,131,380 1,004,990 Specialty Foods 336,149 344,571 361,915 Total $ 2,655,792 $ 2,591,183 $ 2,463,802 Earnings before interest and taxes Birds Eye Frozen $ 211,515 $ 182,376 $ 198,634 Duncan Hines Grocery 206,731 184,087 144,428 Specialty Foods 32,307 30,890 29,959 Unallocated corporate income (expenses) (25,851 ) 114,918 (79,984 ) Total $ 424,702 $ 512,271 $ 293,037 Depreciation and amortization Birds Eye Frozen $ 44,405 $ 40,390 $ 38,409 Duncan Hines Grocery 30,685 26,289 22,755 Specialty Foods 14,570 13,948 17,061 Total $ 89,660 $ 80,627 $ 78,225 Capital expenditures (1) Birds Eye Frozen $ 49,832 $ 29,579 $ 40,516 Duncan Hines Grocery 50,153 65,325 34,003 Specialty Foods 8,492 9,351 11,566 Total $ 108,477 $ 104,255 $ 86,085 NET SALES BY PRODUCT TYPE Net sales Frozen $ 1,384,587 $ 1,278,147 $ 1,266,217 Meals and Meal Enhancers 859,598 876,670 746,429 Desserts 309,702 331,766 346,856 Snacks 101,905 104,600 104,300 Total $ 2,655,792 $ 2,591,183 $ 2,463,802 GEOGRAPHIC INFORMATION Net sales United States $ 2,635,141 $ 2,563,730 $ 2,439,888 Canada 118,194 82,722 83,551 Intercompany (97,543 ) (55,269 ) (59,637 ) Total $ 2,655,792 $ 2,591,183 $ 2,463,802 (1) Includes new capital leases. SEGMENT INFORMATION December 27, December 28, Total assets Birds Eye Frozen $ 2,267,771 $ 2,123,902 Duncan Hines Grocery 2,675,110 2,612,311 Specialty Foods 352,663 343,177 Corporate 44,539 121,555 Total $ 5,340,083 $ 5,200,945 GEOGRAPHIC INFORMATION Long-lived assets United States $ 615,123 $ 592,541 Canada 15,986 13,365 Total $ 631,109 $ 605,906 |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 12 Months Ended |
Dec. 27, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of the provision for income taxes | The components of the provision for income taxes are as follows: Provision for income taxes Fiscal year ended December 27, 2015 December 28, 2014 December 29, 2013 Current Federal $ 2,191 $ — $ 117 State 6,431 7,886 2,967 Non-U.S. (327 ) 377 539 8,295 8,263 3,623 Deferred Federal 106,975 147,929 65,554 State 7,452 11,680 2,151 Non-U.S. 1,157 (72 ) 147 115,584 159,537 67,852 Provision for income taxes $ 123,879 $ 167,800 $ 71,475 Earnings before income taxes United States 332,020 $ 415,149 $ 158,190 Non-U.S. 4,367 1,069 2,634 Total $ 336,387 $ 416,218 $ 160,824 The effective tax rate differs from the federal statutory income tax rate as explained below: Effective Income Tax Rate Federal statutory income tax rate 35.0 % 35.0 % 35.0 % State income taxes (net of federal benefit) 2.7 % 3.1 % 2.1 % Tax effect resulting from international activities (0.6 )% 0.0 % (0.2 )% Domestic production activities deduction (0.3 )% 0.0 % 0.0 % Non-deductible expenses 0.3 % 0.2 % 0.5 % Equity based compensation 0.1 % 2.0 % 0.6 % Uncertain tax positions 0.0 % 0.0 % 1.3 % Swap De-designation (Note 12) 0.0 % 0.0 % 5.0 % Other (0.4 )% 0.0 % 0.1 % Effective income tax rate 36.8 % 40.3 % 44.4 % |
Schedule of deferred tax assets and liabilities | Deferred Tax Assets and Liabilities December 27, 2015 December 28, 2014 Accrued liabilities $ 11,907 $ 14,120 Inventories 5,974 8,328 Benefits and compensation 25,689 22,276 Hedges 7,159 — Net operating loss carryforwards 85,742 165,045 Federal & state tax credits 3,655 4,041 Postretirement benefits 23,401 21,966 Alternative minimum tax 1,993 1,924 Other 3,129 4,225 Subtotal 168,649 241,925 Valuation allowance (1,487 ) (1,706 ) Total net deferred tax assets 167,162 240,219 Other intangible assets (749,498 ) (731,240 ) Partnership interest (8,866 ) (8,887 ) Plant assets (105,563 ) (94,147 ) Unremitted earnings — (3,672 ) Hedges — (1,050 ) Other (679 ) (836 ) Total deferred tax liabilities (864,606 ) (839,832 ) Net deferred tax liability $ (697,444 ) $ (599,613 ) Amounts recognized in the Consolidated Balance Sheets Current net deferred tax assets 40,571 $ 121,788 Long-term net deferred tax liability (738,015 ) (721,401 ) Net deferred tax liability $ (697,444 ) $ (599,613 ) |
Summary of Valuation Allowance | Beginning Ending Balance Additions Acquisitions Deductions Balance Fiscal year ended December 27, 2015 $ 2,288 $ 623 $ — $ (624 ) $ 2,287 Fiscal year ended December 28, 2014 3,952 — — (1,664 ) 2,288 Fiscal year ended December 29, 2013 13,354 — — (9,402 ) 3,952 |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amount of gross unrecognized tax positions is as follows: Fiscal year ended December 27, 2015 December 28, 2014 December 29, 2013 Gross unrecognized tax positions at beginning of year $ 8,242 $ 6,905 $ 8,507 Increase for tax positions related to prior periods — 1,300 — Decrease for tax positions related to prior periods — — — Increase for tax positions related to the current period 558 204 2,569 Decrease related to settlement with tax authorities — — (4,122 ) Reductions due to lapse of applicable statutes of limitations (189 ) (167 ) (49 ) Gross unrecognized tax positions at end of year $ 8,611 $ 8,242 $ 6,905 |
Quarterly Results (Unaudited) (
Quarterly Results (Unaudited) (Tables) | 12 Months Ended |
Dec. 27, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Summarized quarterly financial data is presented below Quarter Ended March June September December Fiscal 13 weeks 13 weeks 13 weeks 13 weeks 52 weeks Net sales $ 665,281 $ 631,746 $ 636,287 $ 722,478 $ 2,655,792 Cost of products sold 493,564 462,637 459,432 499,653 1,915,286 Gross profit 171,717 169,109 176,855 222,825 740,506 Net earnings 41,536 43,679 48,098 79,195 212,508 Net earnings per share (1) Basic $ 0.36 $ 0.38 $ 0.41 $ 0.68 $ 1.83 Weighted average shares outstanding-basic 115,906 116,031 116,085 116,105 116,032 Diluted $ 0.35 $ 0.37 $ 0.41 $ 0.67 $ 1.81 Weighted average shares outstanding-diluted 117,036 117,281 117,470 117,503 117,323 Dividends declared $ 0.235 $ 0.235 $ 0.255 $ 0.255 $ 0.98 Market price - high $ 40.89 $ 47.35 $ 47.41 $ 44.75 $ 47.41 Market price - low $ 34.77 $ 39.79 $ 43.21 $ 40.27 $ 34.77 Quarter Ended March June September December Fiscal 13 weeks 13 weeks 13 weeks 13 weeks 52 weeks Net sales $ 644,039 $ 617,800 $ 624,011 $ 705,333 $ 2,591,183 Cost of products sold 477,378 455,583 460,109 516,915 1,909,985 Gross profit 166,661 162,217 163,902 188,418 681,198 Net earnings 40,748 35,584 135,957 36,129 248,418 Net earnings per share (1) Basic $ 0.35 $ 0.31 $ 1.17 $ 0.31 $ 2.15 Weighted average shares outstanding-basic 115,592 115,690 115,728 115,780 115,698 Diluted $ 0.35 $ 0.30 $ 1.16 $ 0.31 $ 2.13 Weighted average shares outstanding-diluted 116,687 116,901 117,004 116,950 116,885 Dividends declared $ 0.21 $ 0.21 $ 0.24 $ 0.24 $ 0.89 Market price - high $ 29.56 $ 35.67 $ 34.21 $ 35.85 $ 35.85 Market price - low $ 26.09 $ 28.64 $ 30.03 $ 31.34 $ 26.09 (1) The sum of the individual per share amounts may not add due to rounding. Net earnings during fiscal 2015 and fiscal 2014 were affected by the following charges (credits): Quarter Ended March June September December Fiscal 13 weeks 13 weeks 13 weeks 13 weeks 52 weeks Cost of products sold Acquisition integration costs (a) 2,489 1,677 2,011 2,448 8,625 Other expense (income), net Boulder Brands acquisition costs (b) — — — 1,713 1,713 Foreign exchange losses (gains) (c) 2,278 (700 ) 2,102 1,051 4,731 Quarter Ended March 2014 June September December Fiscal 13 weeks 13 weeks 13 weeks 13 weeks 52 weeks Cost of products sold Stock compensation expense (d) $ — $ — $ — $ 2,644 $ 2,644 Termination of Hillshire merger fee agreement related costs (e) — — 1,452 1,438 2,890 Garden Protein acquisition costs (f) — — — 636 636 Marketing and selling expenses Stock compensation expense (d) — — — 3,317 3,317 Termination of Hillshire merger fee agreement related costs (e) — — 975 988 1,963 Administrative expenses Stock compensation expense (d) — — — 17,676 17,676 Termination of Hillshire merger fee agreement related costs (e) — — 1,121 1,108 2,229 Research and development expenses Stock compensation expense (d) — — — 94 94 Termination of Hillshire merger fee agreement, net of costs (e) — — 165 162 327 Termination of Hillshire merger fee agreement, net of costs (e) — 2,085 (155,073 ) 6 (152,982 ) Other expense (income), net Garden Protein acquisition costs (f) — — — 3,776 3,776 (a) The Company recorded integration costs related to the Garden Protein and Wish-Bone acquisitions. (b) Boulder Brands acquisition costs primarily consist of legal, accounting and other professional fees. This is explained in greater detail in Note 19 to the Consolidated Financial Statements. (c) The Company recorded foreign exchange losses from intra-entity loans resulting from the Garden Protein acquisition that are anticipated to be settled in the foreseeable future. (d) The Company recorded approximately $23.7 million of equity based compensation expense resulting from the Liquidity event. This is explained in greater detail in Note 5 to the Consolidated Financial Statements and is primarily recorded in Administration expense. (e) The Company recorded a merger termination fee payment, net of costs incurred related to the terminated merger agreement for the sale of the Company to The Hillshire Brands Company ("Hillshire"). This is explained in greater detail in Note 7 to the Consolidated Financial Statements. (f) Garden Protein acquisition costs include $0.6 million of charges recorded in Cost of products sold, primarily resulting from the step-up of inventories acquired and sold during 2014, $3.1 million of transaction costs recorded in Other expense (income), net and $0.7 million of foreign exchange losses from intra-entity loans resulting from the Garden Protein acquisition that are anticipated to be settled in the foreseeable future recorded in Other expense (income), net. |
Guarantor and Nonguarantor St45
Guarantor and Nonguarantor Statements (Tables) | 12 Months Ended |
Dec. 27, 2015 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Guarantor and Nonguarantor Statements, Balance Sheets | Pinnacle Foods Inc. Condensed Consolidating Balance Sheet December 27, 2015 Pinnacle Foods Inc. Pinnacle Foods Finance LLC Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations and Reclassifications Consolidated Total Current assets: Cash and cash equivalents $ — $ — $ 177,669 $ 2,880 $ — $ 180,549 Accounts receivable, net — — 214,690 5,046 — 219,736 Intercompany accounts receivable 92,475 — 725,074 — (817,549 ) — Inventories, net — — 392,404 10,697 — 403,101 Other current assets — 470 11,860 1,347 — 13,677 Deferred tax assets — 1,670 38,516 385 — 40,571 Total current assets 92,475 2,140 1,560,213 20,355 (817,549 ) 857,634 Plant assets, net — — 615,123 15,986 — 631,109 Investment in subsidiaries 1,744,015 2,428,472 26,433 — (4,198,920 ) — Intercompany note receivable — 2,084,130 8,398 9,800 (2,102,328 ) — Tradenames — — 1,996,800 4,248 — 2,001,048 Other assets, net — 16,855 118,621 808 — 136,284 Deferred tax assets — 332,372 — — (332,372 ) — Goodwill — — 1,692,715 21,293 — 1,714,008 Total assets $ 1,836,490 $ 4,863,969 $ 6,018,303 $ 72,490 $ (7,451,169 ) $ 5,340,083 Current liabilities: Short-term borrowings $ — $ — $ 2,225 $ — $ — $ 2,225 Current portion of long-term obligations — 5,250 9,515 82 — 14,847 Accounts payable — — 206,082 4,957 — 211,039 Intercompany accounts payable — 815,100 — 2,449 (817,549 ) — Accrued trade marketing expense — — 44,096 2,132 — 46,228 Accrued liabilities 163 18,152 79,468 2,727 — 100,510 Dividends payable 30,798 — — — 30,798 Total current liabilities 30,961 838,502 341,386 12,347 (817,549 ) 405,647 Long-term debt — 2,258,528 14,055 349 — 2,272,932 Intercompany note payable — — 2,075,113 27,215 (2,102,328 ) — Pension and other postretirement benefits — — 63,454 — — 63,454 Other long-term liabilities — 22,924 28,195 3,387 — 54,506 Deferred tax liabilities — — 1,067,628 2,759 (332,372 ) 738,015 Total liabilities 30,961 3,119,954 3,589,831 46,057 (3,252,249 ) 3,534,554 Commitments and contingencies (Note 13) Shareholder’s equity: Pinnacle Common Stock $ 1,176 $ — $ — $ — $ — 1,176 Additional paid-in-capital 1,378,521 1,379,697 1,301,642 20,476 (2,701,815 ) 1,378,521 Retained earnings 517,330 423,706 1,169,032 14,212 (1,606,950 ) 517,330 Accumulated other comprehensive loss (59,388 ) (59,388 ) (42,202 ) (8,255 ) 109,845 (59,388 ) Capital stock in treasury (32,110 ) — — — — (32,110 ) Total shareholders' equity 1,805,529 1,744,015 2,428,472 26,433 (4,198,920 ) 1,805,529 Total liabilities and shareholders' equity $ 1,836,490 $ 4,863,969 $ 6,018,303 $ 72,490 $ (7,451,169 ) $ 5,340,083 Pinnacle Foods Inc. Condensed Consolidating Balance Sheet December 28, 2014 Pinnacle Foods Inc. Pinnacle Foods Finance LLC Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations and Reclassifications Consolidated Total Current assets: Cash and cash equivalents $ — $ — $ 32,942 $ 5,535 $ — $ 38,477 Accounts receivable, net — — 176,822 13,932 — 190,754 Intercompany accounts receivable 89,361 — 575,842 — (665,203 ) — Inventories, net — — 344,589 11,878 — 356,467 Other current assets — 1,294 6,756 173 — 8,223 Deferred tax assets — 1,015 120,488 285 — 121,788 Total current assets 89,361 2,309 1,257,439 31,803 (665,203 ) 715,709 Plant assets, net — — 592,541 13,365 — 605,906 Investment in subsidiaries 1,652,475 2,188,789 75,740 — (3,917,004 ) — Intercompany note receivable — 2,086,775 7,270 9,800 (2,103,845 ) — Tradenames — — 1,951,392 50,482 — 2,001,874 Other assets, net — 26,757 119,336 11,803 — 157,896 Deferred tax assets — 307,584 — — (307,584 ) — Goodwill — — 1,638,946 80,614 — 1,719,560 Total assets $ 1,741,836 $ 4,612,214 $ 5,642,664 $ 197,867 $ (6,993,636 ) $ 5,200,945 Current liabilities: Short-term borrowings $ — $ — $ 2,396 $ — $ — $ 2,396 Current portion of long-term obligations — 5,250 6,746 (80 ) — 11,916 Accounts payable — — 194,671 3,908 — 198,579 Intercompany accounts payable — 664,675 — 528 (665,203 ) — Accrued trade marketing expense — — 33,039 3,171 — 36,210 Accrued liabilities — 22,137 73,911 10,440 — 106,488 Dividends payable 27,847 — — — — 27,847 Total current liabilities 27,847 692,062 310,763 17,967 (665,203 ) 383,436 Long-term debt — 2,261,397 24,142 445 — 2,285,984 Intercompany note payable — — 2,005,593 98,252 (2,103,845 ) — Pension and other postretirement benefits — — 61,830 — — 61,830 Other long-term liabilities — 6,280 24,368 3,657 — 34,305 Deferred tax liabilities — — 1,027,179 1,806 (307,584 ) 721,401 Total liabilities 27,847 2,959,739 3,453,875 122,127 (3,076,632 ) 3,486,956 Commitments and contingencies (Note 13) Shareholder’s equity: Pinnacle Common Stock $ 1,173 $ — $ — $ — $ — 1,173 Additional paid-in-capital 1,363,129 1,364,302 1,285,084 67,181 (2,716,567 ) 1,363,129 Retained earnings 419,531 325,907 942,185 10,977 (1,279,069 ) 419,531 Accumulated other comprehensive loss (37,734 ) (37,734 ) (38,480 ) (2,418 ) 78,632 (37,734 ) Capital stock in treasury (32,110 ) — — — — (32,110 ) Total shareholders' equity 1,713,989 1,652,475 2,188,789 75,740 (3,917,004 ) 1,713,989 Total liabilities and shareholders' equity $ 1,741,836 $ 4,612,214 $ 5,642,664 $ 197,867 $ (6,993,636 ) $ 5,200,945 |
Guarantor and NonGuarantor Statements, Statements Of Operations And Comprehensive Income | Pinnacle Foods Inc. Condensed Consolidating Statement of Operations and Comprehensive Earnings (Loss) For the fiscal year ended December 27, 2015 Pinnacle Foods Inc. Pinnacle Foods Finance LLC Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Total Net sales $ — $ — $ 2,635,141 $ 118,194 $ (97,543 ) $ 2,655,792 Cost of products sold — — 1,915,267 96,545 (96,526 ) 1,915,286 Gross profit — — 719,874 21,649 (1,017 ) 740,506 Operating expenses Marketing and selling expenses — — 168,239 8,463 — 176,702 Administrative expenses — — 100,556 6,448 — 107,004 Research and development expenses — — 12,492 500 — 12,992 Intercompany royalties — — — 20 (20 ) — Intercompany technical service fees — — — 997 (997 ) — Other expense (income), net — 3,663 15,338 105 — 19,106 Equity in (earnings) loss of investees (212,508 ) (226,847 ) (3,235 ) — 442,590 — Total operating (income) expenses (212,508 ) (223,184 ) 293,390 16,533 441,573 315,804 Earnings (loss) before interest and taxes 212,508 223,184 426,484 5,116 (442,590 ) 424,702 Intercompany interest (income) expense — (68,701 ) 67,657 1,044 — — Interest expense — 86,745 1,727 41 — 88,513 Interest income — — 163 35 — 198 Earnings (loss) before income taxes 212,508 205,140 357,263 4,066 (442,590 ) 336,387 Provision (benefit) for income taxes — (7,368 ) 130,416 831 — 123,879 Net earnings (loss) $ 212,508 $ 212,508 $ 226,847 $ 3,235 $ (442,590 ) $ 212,508 Total comprehensive earnings (loss) $ 190,854 $ 190,854 $ 217,931 $ (1,747 ) $ (407,038 ) $ 190,854 Pinnacle Foods Inc. Condensed Consolidating Statement of Operations and Comprehensive Earnings (Loss) For the fiscal year ended December 28, 2014 Pinnacle Foods Inc. Pinnacle Foods Finance LLC Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Total Net sales $ — $ — $ 2,563,730 $ 82,722 $ (55,269 ) $ 2,591,183 Cost of products sold — — 1,894,503 69,655 (54,173 ) 1,909,985 Gross profit — — 669,227 13,067 (1,096 ) 681,198 Operating expenses Marketing and selling expenses — — 171,267 6,105 — 177,372 Administrative expenses — 742 112,180 4,353 — 117,275 Research and development expenses — — 11,209 72 — 11,281 Intercompany royalties — — — 37 (37 ) — Intercompany technical service fees — — — 1,059 (1,059 ) — Termination fee received, net of costs, associated with the Hillshire merger agreement (152,982 ) — — — — (152,982 ) Other expense (income), net — 2,620 13,177 184 — 15,981 Equity in (earnings) loss of investees (154,793 ) (173,467 ) (473 ) — 328,733 — Total operating expenses (307,775 ) (170,105 ) 307,360 11,810 327,637 168,927 Earnings before interest and taxes 307,775 170,105 361,867 1,257 (328,733 ) 512,271 Intercompany interest (income) expense — (66,993 ) 66,486 507 — — Interest expense — 94,144 1,999 31 — 96,174 Interest income — — 62 59 — 121 Earnings before income taxes 307,775 142,954 293,444 778 (328,733 ) 416,218 Provision (benefit) for income taxes 59,357 (11,839 ) 119,977 305 — 167,800 Net earnings $ 248,418 $ 154,793 $ 173,467 $ 473 $ (328,733 ) $ 248,418 Total comprehensive earnings $ 218,181 $ 124,556 $ 159,409 $ (390 ) $ (283,575 ) $ 218,181 Pinnacle Foods Inc. Condensed Consolidating Statement of Operations and Comprehensive Earnings (Loss) For the fiscal year ended December 29, 2013 Pinnacle Foods Inc. Pinnacle Foods Finance LLC Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Total Net sales $ — $ — $ 2,439,888 $ 83,551 $ (59,637 ) $ 2,463,802 Cost of products sold — 636 1,797,345 70,167 (58,595 ) 1,809,553 Gross profit — (636 ) 642,543 13,384 (1,042 ) 654,249 Operating expenses Marketing and selling expenses — 1,399 168,092 6,211 — 175,702 Administrative expenses — 18,114 98,020 3,656 — 119,790 Research and development expenses — 109 10,407 — — 10,516 Intercompany royalties — — — 47 (47 ) — Intercompany technical service fees — — — 995 (995 ) — Goodwill impairment charge — — — — — — Other expense (income), net — 34,180 21,024 — — 55,204 Equity in (earnings) loss of investees (89,349 ) (159,930 ) (1,662 ) — 250,941 — Total operating expenses (89,349 ) (106,128 ) 295,881 10,909 249,899 361,212 Earnings (loss) before interest and taxes 89,349 105,492 346,662 2,475 (250,941 ) 293,037 Intercompany interest (income) expense — (68,983 ) 68,850 133 — — Interest expense — 130,386 1,939 29 — 132,354 Interest income — — 105 36 — 141 Earnings (loss) before income taxes 89,349 44,089 275,978 2,349 (250,941 ) 160,824 Provision (benefit) for income taxes — (45,260 ) 116,048 687 — 71,475 Net earnings (loss) $ 89,349 $ 89,349 $ 159,930 $ 1,662 $ (250,941 ) $ 89,349 Total comprehensive earnings (loss) $ 143,405 $ 143,405 $ 185,544 $ 1,379 $ (330,328 ) $ 143,405 |
Guarantor and Nonguarantor Statements, Statements of Cash Flows | Pinnacle Foods Inc. Condensed Consolidating Statement of Cash Flows For the fiscal year ended December 27, 2015 Pinnacle Pinnacle Foods Finance LLC Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations and Reclassifications Consolidated Total Cash flows from operating activities Net cash provided by (used in) operating activities $ — $ (12,155 ) $ 394,876 $ (9,810 ) $ — $ 372,911 Cash flows from investing activities Intercompany accounts receivable/payable — 128,891 (14,400 ) — (114,491 ) — Repayments of intercompany loans — — (801 ) — 801 — Payments for business acquisition — — 1,102 — — 1,102 Investment in subsidiary 111,486 — — — (111,486 ) — Capital expenditures — — (101,353 ) (7,124 ) — (108,477 ) Sale of plant assets — — 1,618 — — 1,618 Net cash (used in) provided by investing activities 111,486 128,891 (113,834 ) (7,124 ) (225,176 ) (105,757 ) Cash flows from financing activities Proceeds from issuance of common stock 1,231 — — — — 1,231 Excess tax benefits on stock-based compensation 1,442 — — — — 1,442 Taxes paid related to net share settlement of equity awards (2,401 ) — — — — (2,401 ) Dividends paid (111,758 ) — — — — (111,758 ) Repayments of long-term obligations — (5,250 ) (3,620 ) — — (8,870 ) Proceeds from short-term borrowing — — 4,261 — — 4,261 Repayments of short-term borrowing — — (4,480 ) — — (4,480 ) Intercompany accounts receivable/payable — — (128,891 ) 14,400 114,491 — Return of capital — (111,486 ) — — 111,486 — Intercompany loans — — — 801 (801 ) — Repayment of capital lease obligations — — (3,585 ) — — (3,585 ) Net cash (used in) provided by financing activities (111,486 ) (116,736 ) (136,315 ) 15,201 225,176 (124,160 ) Effect of exchange rate changes on cash — — — (922 ) — (922 ) Net change in cash and cash equivalents — — 144,727 (2,655 ) — 142,072 Cash and cash equivalents - beginning of period — — 32,942 5,535 — 38,477 Cash and cash equivalents - end of period $ — $ — $ 177,669 $ 2,880 $ — $ 180,549 Pinnacle Foods Inc. Condensed Consolidating Statement of Cash Flows For the fiscal year ended December 28, 2014 Pinnacle Pinnacle Foods Finance LLC Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations and Reclassifications Consolidated Total Cash flows from operating activities Net cash provided by (used in) operating activities $ 149,982 $ (65,834 ) $ 472,484 $ (5,922 ) $ — $ 550,710 Cash flows from investing activities Intercompany accounts receivable/payable (14,599 ) — (333,136 ) — 347,735 — Repayments of intercompany loans — 119,814 — (119,814 ) — Payments for business acquisition — — (169,373 ) — — (169,373 ) Investment in subsidiary — (169,373 ) — — 169,373 — Capital expenditures — — (102,967 ) — — (102,967 ) Sale of plant assets — — 2,328 — — 2,328 Net cash (used in) provided by investing activities (14,599 ) (49,559 ) (603,148 ) — 397,294 (270,012 ) Cash flows from financing activities Proceeds from issuance of common stock 489 — — — — 489 Excess tax benefits on stock-based compensation 905 — — — — 905 Taxes paid related to net share settlement of equity awards (3,061 ) — — — — (3,061 ) Dividends paid (101,606 ) — — — — (101,606 ) Repayments of long-term obligations — (217,392 ) (2,575 ) — — (219,967 ) Proceeds from short-term borrowing — — 4,757 — — 4,757 Repayments of short-term borrowing — — (4,799 ) — — (4,799 ) Borrowings under revolving credit facility — 65,000 — — — 65,000 Repayments of revolving credit facility — (65,000 ) — — — (65,000 ) Intercompany accounts receivable/payable — 333,043 14,692 (347,735 ) — Parent investment — — 169,373 — (169,373 ) — Repayments of intercompany loans — — (119,814 ) — 119,814 — Repayment of capital lease obligations — — (2,373 ) — — (2,373 ) Purchase of stock for treasury (32,110 ) — — — — (32,110 ) Debt acquisition costs — (258 ) — — — (258 ) Net cash (used in) provided by financing activities (135,383 ) 115,393 59,261 — (397,294 ) (358,023 ) Effect of exchange rate changes on cash — — — (937 ) — (937 ) Net change in cash and cash equivalents — — (71,403 ) (6,859 ) — (78,262 ) Cash and cash equivalents - beginning of period — — 104,345 12,394 — 116,739 Cash and cash equivalents - end of period $ — $ — $ 32,942 $ 5,535 $ — $ 38,477 Pinnacle Foods Inc. Pinnacle Pinnacle Foods Finance LLC Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations and Reclassifications Consolidated Total Cash flows from operating activities Net cash provided by (used in) operating activities $ — $ (26,559 ) $ 285,767 $ 3,034 $ — $ 262,242 Cash flows from investing activities Intercompany accounts receivable/payable — (452,268 ) — — 452,268 — Repayments of intercompany loans — 59,827 — (59,827 ) — Payments for business acquisition — — (575,164 ) — — (575,164 ) Investment in subsidiary (582,957 ) — — — 582,957 — Capital expenditures — — (84,055 ) — — (84,055 ) Sale of plant assets held for sale — — 6,853 — — 6,853 Net cash (used in) provided by investing activities (582,957 ) (392,441 ) (652,366 ) — 975,398 (652,366 ) Cash flows from financing activities Proceeds from issuance of common stock 624,621 — 332 — — 624,953 Dividends paid (41,664 ) — — — — (41,664 ) Proceeds from notes offering — 350,000 — — — 350,000 Proceeds from bank term loans — 2,142,394 — — — 2,142,394 Repayments of long-term obligations — (1,733,838 ) (2,308 ) — — (1,736,146 ) Repurchase of notes — (899,180 ) — — — (899,180 ) Proceeds from short-term borrowing — — 5,078 — — 5,078 Repayments of short-term borrowing — — (4,779 ) — — (4,779 ) Intercompany accounts receivable/payable — — 452,268 (452,268 ) — Parent investment — 582,957 — — (582,957 ) — Repayments of intercompany loans — — (59,827 ) — 59,827 — Repayment of capital lease obligations — — (2,943 ) — — (2,943 ) Debt acquisition costs — (23,142 ) — — — (23,142 ) Parent reduction in investment in subsidiary 191 (191 ) — — — — Repurchases of equity (191 ) — — — — (191 ) Net cash (used in) provided by financing activities 582,957 419,000 387,821 — (975,398 ) 414,380 Effect of exchange rate changes on cash — — — 202 — 202 Net change in cash and cash equivalents — — 21,222 3,236 — 24,458 Cash and cash equivalents - beginning of period — — 83,123 9,158 — 92,281 Cash and cash equivalents - end of period $ — $ — $ 104,345 $ 12,394 $ — $ 116,739 |
Summary of Business Activities
Summary of Business Activities Summary of Business Activities (Details) $ / shares in Units, $ in Thousands | May. 08, 2015shares | Mar. 13, 2015shares | Nov. 21, 2014USD ($)shares | Mar. 27, 2013shares | Dec. 27, 2015USD ($)segment | Dec. 28, 2014USD ($) | Dec. 29, 2013USD ($) | Apr. 03, 2013$ / sharesshares | Apr. 02, 2007 |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of operating segments | segment | 3 | ||||||||
Shares issued during period | 2,618,307 | ||||||||
Shares issued as result of IPO | 33,350,000 | ||||||||
Share price (in dollars per share) | $ / shares | $ 20 | ||||||||
Share price, net of underwriting discounts (in dollars per share) | $ / shares | $ 18.80 | ||||||||
Number of shares vested immediately | 1,100,000 | ||||||||
Equity-based compensation expense | $ | $ 23,700 | $ 15,122 | $ 35,951 | $ 7,933 | |||||
Blackstone [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Ownership percentage | 4.30% | 98.00% | |||||||
Number of shares sold by entity | 5,000,000 | 14,224,145 | |||||||
Common Stock, Shares, Outstanding | 5,000,000 | ||||||||
Stock Options [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares vested immediately | 200,000 |
Summary of Significant Accoun47
Summary of Significant Accounting Policies - (Details) - USD ($) | 12 Months Ended | ||
Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Foreign Currency Transaction | |||
Foreign exchange loss | $ 4,731,000 | $ 2,620,000 | $ 0 |
Goodwill and Indefinite-lived Intangible Assets | |||
Basis for expected future cash flows, period | 5 years | ||
Assumed weighted average cost of capital | 6.75% | ||
Sales growth rate projection, period | 5 years | ||
Advertising | |||
Advertising Expense | $ 28,205,000 | 35,917,000 | 34,031,000 |
Share-based Compensation [Abstract] | |||
Vesting period | 3 years | ||
Insurance | |||
Insurance stop loss limit | $ 350,000 | ||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Amortization | 13,554,000 | 13,917,000 | 15,875,000 |
Capitalized internal use software net book value | $ 109,905,000 | 123,578,000 | |
Minimum [Member] | |||
Goodwill and Indefinite-lived Intangible Assets | |||
Projected sale growth rate | 1.00% | ||
Maximum [Member] | |||
Goodwill and Indefinite-lived Intangible Assets | |||
Projected sale growth rate | 3.00% | ||
Software and Software Development Costs [Member] | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Useful life threshold to capitalize | 1 year | ||
Amortization | $ 9,628,000 | 7,681,000 | $ 6,229,000 |
Capitalized internal use software net book value | $ 19,054,000 | 14,298,000 | |
Software and Software Development Costs [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Finite-lived intangible asset useful life | 2 years 6 months | ||
Software and Software Development Costs [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Finite-lived intangible asset useful life | 3 years | ||
Buildings [Member] | |||
Plant Assets | |||
Plant assets weighted average estimated remaining useful lives | 16 years | ||
Buildings [Member] | Maximum [Member] | |||
Plant Assets | |||
Plant assets useful life | 45 years | ||
Machinery and equipment [Member] | |||
Plant Assets | |||
Plant assets weighted average estimated remaining useful lives | 9 years | ||
Machinery and equipment [Member] | Maximum [Member] | |||
Plant Assets | |||
Plant assets useful life | 15 years | ||
Garden Protein International, Inc. [Member] | Other expense (income) [Member] | |||
Foreign Currency Transaction | |||
Foreign exchange loss | $ 4,731,000 | $ 2,620,000 |
Acquisitions - Summary of Wish-
Acquisitions - Summary of Wish-Bone Acquisition (Details) - USD ($) $ in Thousands | Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | Oct. 01, 2013 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,714,008 | $ 1,719,560 | $ 1,628,095 | |
Wish-Bone [Member] | ||||
Business Acquisition [Line Items] | ||||
Inventories | $ 20,029 | |||
Plant assets | 5,871 | |||
Tradenames | 347,400 | |||
Distributor relationships and other agreements | 14,700 | |||
Deferred tax assets | 564 | |||
Goodwill | 186,600 | |||
Fair value of assets acquired | $ 575,164 |
Acquisitions - Schedule of Pro
Acquisitions - Schedule of Pro Forma Information (Details) $ in Millions | 12 Months Ended |
Dec. 29, 2013USD ($) | |
Business Combinations [Abstract] | |
Net sales | $ 2,612.7 |
Net earnings | $ 110.1 |
Acquisitions - Summary of Dunca
Acquisitions - Summary of Duncan Hines Acquisition (Details) - USD ($) $ in Thousands | Dec. 27, 2015 | Dec. 28, 2014 | Jun. 29, 2014 | Mar. 31, 2014 | Dec. 29, 2013 |
Assets acquired: | |||||
Goodwill | $ 1,714,008 | $ 1,719,560 | $ 1,628,095 | ||
Duncan Hines [Member] | |||||
Assets acquired: | |||||
Inventories | $ 10,188 | ||||
Building and land | 3,480 | ||||
Plant assets | 2,302 | ||||
Deferred tax assets | 1,278 | ||||
Goodwill | $ 9,550 | 9,550 | |||
Fair value of assets acquired | 26,798 | ||||
Liabilities assumed | |||||
Accrued liabilities | 178 | ||||
Total cost of acquisition | $ 26,620 |
Acquisitions - Summary of Garde
Acquisitions - Summary of Garden Protein Acquisition (Details) - USD ($) $ in Thousands | Dec. 27, 2015 | Dec. 28, 2014 | Nov. 14, 2014 | Dec. 29, 2013 |
Assets acquired: | ||||
Goodwill | $ 1,714,008 | $ 1,719,560 | $ 1,628,095 | |
Garden Protein International, Inc. [Member] | ||||
Assets acquired: | ||||
Accounts receivable | $ 5,226 | |||
Inventories | 6,798 | |||
Prepaid expenses and other assets | 572 | |||
Property and equipment | 13,895 | |||
Tradenames | 51,950 | |||
Distributor relationships | 3,098 | |||
Private label customer relationships | 1,328 | |||
Formulations | 7,611 | |||
Goodwill | 82,970 | |||
Fair value of assets acquired | 173,448 | |||
Liabilities assumed | ||||
Accounts payable and accrued liabilities | 5,007 | |||
Income tax payable | 7,878 | |||
Long term deferred tax liability | 1,347 | |||
Other long-term liabilities | 2,714 | |||
Total cost of acquisition | $ 156,502 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) | Nov. 14, 2014 | Mar. 31, 2014 | Oct. 01, 2013 | Dec. 27, 2015 | Sep. 27, 2015 | Jun. 28, 2015 | Mar. 29, 2015 | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 |
Business Acquisition [Line Items] | |||||||||||||||
Goodwill | $ 1,714,008,000 | $ 1,719,560,000 | $ 1,628,095,000 | $ 1,714,008,000 | $ 1,719,560,000 | $ 1,628,095,000 | |||||||||
Net sales | 722,478,000 | $ 636,287,000 | $ 631,746,000 | $ 665,281,000 | 705,333,000 | $ 624,011,000 | $ 617,800,000 | $ 644,039,000 | 2,655,792,000 | 2,591,183,000 | 2,463,802,000 | ||||
Net earnings (loss) | 79,195,000 | 48,098,000 | 43,679,000 | 41,536,000 | 36,129,000 | 135,957,000 | 35,584,000 | 40,748,000 | 212,508,000 | 248,418,000 | 89,349,000 | ||||
Earnings (loss) before income taxes | 336,387,000 | 416,218,000 | 160,824,000 | ||||||||||||
Cost of products sold | 499,653,000 | $ 459,432,000 | $ 462,637,000 | 493,564,000 | 516,915,000 | $ 460,109,000 | 455,583,000 | $ 477,378,000 | 1,915,286,000 | 1,909,985,000 | 1,809,553,000 | ||||
Discount | $ 10,347,000 | 12,728,000 | $ 10,347,000 | 12,728,000 | |||||||||||
Wish-Bone [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Total assets acquired | $ 575,164,000 | ||||||||||||||
Intangible assets and goodwill | 548,700,000 | ||||||||||||||
Tradenames | 347,400,000 | ||||||||||||||
Goodwill | 186,600,000 | ||||||||||||||
Tax deductible goodwill | 185,700,000 | ||||||||||||||
Net sales | 38,200,000 | ||||||||||||||
Net earnings (loss) | (4,700,000) | ||||||||||||||
Purchase price | 75,300,000 | ||||||||||||||
Payments of financing costs | 10,500,000 | ||||||||||||||
Wish-Bone [Member] | Other expense (income) [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Transaction costs - merger, acquisition and advisory fees | 4,300,000 | 4,300,000 | |||||||||||||
Transaction costs - accounting and other professional fees | 1,800,000 | 1,800,000 | |||||||||||||
Wish-Bone [Member] | Tranche G Term Loans [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Face amount | 525,000,000 | 525,000,000 | |||||||||||||
Discount | 8,500,000 | 8,500,000 | |||||||||||||
Wish-Bone [Member] | Fair Value Adjustment to Inventory [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Net earnings (loss) | (3,800,000) | ||||||||||||||
Earnings (loss) before income taxes | (6,300,000) | (6,300,000) | |||||||||||||
Cost of products sold | 6,300,000 | ||||||||||||||
Wish-Bone [Member] | Fair Value Adjustment to Inventory [Member] | Transaction Costs [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Net earnings (loss) | (3,700,000) | ||||||||||||||
Earnings (loss) before income taxes | $ (6,100,000) | $ (6,100,000) | |||||||||||||
Wish-Bone [Member] | Tradenames [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Tradenames | $ 347,400,000 | ||||||||||||||
Wish-Bone [Member] | Distributor Relationships [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Useful life | 30 years | ||||||||||||||
Duncan Hines [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Total assets acquired | $ 26,798,000 | ||||||||||||||
Goodwill | 9,550,000 | $ 9,550,000 | |||||||||||||
Tax deductible goodwill | 7,500,000 | ||||||||||||||
Purchase price | 11,700,000 | ||||||||||||||
Cost of acquisition | 26,620,000 | ||||||||||||||
Transaction costs | $ 300,000 | ||||||||||||||
Garden Protein International, Inc. [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Total assets acquired | $ 173,448,000 | ||||||||||||||
Intangible assets and goodwill | 147,000,000 | ||||||||||||||
Tradenames | 51,950,000 | ||||||||||||||
Goodwill | 82,970,000 | ||||||||||||||
Tax deductible goodwill | 53,600,000 | ||||||||||||||
Net sales | 6,800,000 | ||||||||||||||
Net earnings (loss) | (3,100,000) | ||||||||||||||
Cost of acquisition | 156,502,000 | ||||||||||||||
Working capital adjustment | $ 1,102,000 | ||||||||||||||
Garden Protein International, Inc. [Member] | Other expense (income) [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Transaction costs - accounting and other professional fees | 3,100,000 | 3,100,000 | |||||||||||||
Garden Protein International, Inc. [Member] | Fair Value Adjustment to Inventory [Member] | Cost of products sold [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Net earnings (loss) | (600,000) | ||||||||||||||
Garden Protein International, Inc. [Member] | Tradenames [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Tradenames | $ 51,900,000 | ||||||||||||||
Garden Protein International, Inc. [Member] | Distributor Relationships [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Useful life | 30 years | ||||||||||||||
Garden Protein International, Inc. [Member] | Customer Relationships [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Useful life | 7 years | ||||||||||||||
Garden Protein International, Inc. [Member] | Formulations [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Useful life | 10 years | ||||||||||||||
Notes Payable [Member] | 3% Notes Payable Due 2018 [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Debt instrument term | 4 years | ||||||||||||||
Notes Payable [Member] | Duncan Hines [Member] | 3% Notes Payable Due 2018 [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Liabilities incurred | $ 14,900,000 | ||||||||||||||
Debt instrument term | 4 years | ||||||||||||||
Line of Credit [Member] | Garden Protein International, Inc. [Member] | Revolving Credit Facility [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Senior Secured Credit Facility | $ 40,000,000 | $ 40,000,000 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Subject to Recurring Fair Value (Details) - USD ($) $ in Thousands | Dec. 27, 2015 | Dec. 28, 2014 |
Assets | ||
Derivative assets | $ 471 | $ 7,714 |
Liabilities | ||
Derivative liabilities | 28,881 | 16,554 |
Recurring [Member] | Level 1 [Member] | ||
Assets | ||
Total assets at fair value | 0 | 0 |
Liabilities | ||
Total liabilities at fair value | 0 | 0 |
Recurring [Member] | Level 2 [Member] | ||
Assets | ||
Total assets at fair value | 471 | 7,714 |
Liabilities | ||
Total liabilities at fair value | 28,881 | 16,554 |
Recurring [Member] | Level 3 [Member] | ||
Assets | ||
Total assets at fair value | 0 | 0 |
Liabilities | ||
Total liabilities at fair value | 0 | 0 |
Recurring [Member] | Interest rate derivatives [Member] | Level 1 [Member] | ||
Assets | ||
Derivative assets | 0 | 0 |
Liabilities | ||
Derivative liabilities | 0 | 0 |
Recurring [Member] | Interest rate derivatives [Member] | Level 2 [Member] | ||
Assets | ||
Derivative assets | 0 | 6,420 |
Liabilities | ||
Derivative liabilities | 18,868 | 4,543 |
Recurring [Member] | Interest rate derivatives [Member] | Level 3 [Member] | ||
Assets | ||
Derivative assets | 0 | 0 |
Liabilities | ||
Derivative liabilities | 0 | 0 |
Recurring [Member] | Foreign currency derivatives [Member] | Level 1 [Member] | ||
Assets | ||
Derivative assets | 0 | 0 |
Recurring [Member] | Foreign currency derivatives [Member] | Level 2 [Member] | ||
Assets | ||
Derivative assets | 471 | 1,294 |
Recurring [Member] | Foreign currency derivatives [Member] | Level 3 [Member] | ||
Assets | ||
Derivative assets | 0 | 0 |
Recurring [Member] | Commodity derivatives [Member] | Level 1 [Member] | ||
Liabilities | ||
Derivative liabilities | 0 | 0 |
Recurring [Member] | Commodity derivatives [Member] | Level 2 [Member] | ||
Liabilities | ||
Derivative liabilities | 10,013 | 12,011 |
Recurring [Member] | Commodity derivatives [Member] | Level 3 [Member] | ||
Liabilities | ||
Derivative liabilities | 0 | 0 |
Fair Value [Member] | Recurring [Member] | ||
Assets | ||
Total assets at fair value | 471 | 7,714 |
Liabilities | ||
Total liabilities at fair value | 28,881 | 16,554 |
Fair Value [Member] | Recurring [Member] | Interest rate derivatives [Member] | ||
Assets | ||
Derivative assets | 0 | 6,420 |
Liabilities | ||
Derivative liabilities | 18,868 | 4,543 |
Fair Value [Member] | Recurring [Member] | Foreign currency derivatives [Member] | ||
Assets | ||
Derivative assets | 471 | 1,294 |
Fair Value [Member] | Recurring [Member] | Commodity derivatives [Member] | ||
Liabilities | ||
Derivative liabilities | $ 10,013 | $ 12,011 |
Shareholder's Equity, Equity 54
Shareholder's Equity, Equity Based Compensation Expense and Earnings Per Share - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 27, 2015USD ($)long-term_incentive_programshares | Dec. 28, 2014shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of long-term incentive programs | long-term_incentive_program | 2 | |
Unrecognized equity compensation expense | $ | $ 28,991 | |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Vesting period | 3 years | |
Options exercisable (shares) | 0 | |
2007 Stock Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average life | 11 months 10 days | |
Common stock, shares authorized | 1,104,888 | |
Vesting period | 5 years | |
2013 Omnibus Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average life | 9 months 15 days |
Shareholder's Equity, Equity 55
Shareholder's Equity, Equity Based Compensation Expense and Earnings Per Share - Schedule of Equity-based Compensation Expense (Details) - USD ($) $ in Thousands | Nov. 21, 2014 | Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Pre-Tax Equity Based Compensation Expense | $ 23,700 | $ 15,122 | $ 35,951 | $ 7,933 |
Income Tax Benefit | 5,638 | 4,738 | 2,083 | |
Net Equity Based Compensation Expense | 9,484 | 31,213 | 5,850 | |
Cost of products sold [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Pre-Tax Equity Based Compensation Expense | 3,647 | 5,565 | 633 | |
Marketing and selling expenses [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Pre-Tax Equity Based Compensation Expense | 3,642 | 5,836 | 1,399 | |
Administrative expenses [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Pre-Tax Equity Based Compensation Expense | 7,461 | 23,977 | 5,792 | |
Research and development expense [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Pre-Tax Equity Based Compensation Expense | $ 372 | $ 573 | $ 109 |
Shareholder's Equity, Equity 56
Shareholder's Equity, Equity Based Compensation Expense and Earnings Per Share - Summary of Equity Option Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 27, 2015 | Dec. 28, 2014 | |
Number of Options | ||
Exercisable (shares) | 0 | |
2007 Stock Incentive Plan [Member] | ||
Weighted Average Fair Value at Grant Date | ||
Weighted Average Remaining Life, Outstanding | 11 months 10 days | |
Stock Options [Member] | 2007 Stock Incentive Plan [Member] | ||
Number of Options | ||
Outstanding, Beginning balance (shares) | 247,430 | |
Granted (shares) | 0 | |
Exercised (shares) | (102,577) | |
Forfeitures (shares) | (2,210) | |
Outstanding, Ending balance (shares) | 142,643 | 247,430 |
Exercisable and Expected to Vest (shares) | 141,237 | |
Exercisable (shares) | 139,135 | |
Weighted Average Exercise Price | ||
Outstanding, Beginning balance (in dollars per share) | $ 10.11 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 10.27 | |
Forfeitures (in dollars per share) | 13.12 | |
Outstanding, Ending balance (in dollars per share) | 9.96 | $ 10.11 |
Exercisable and Expected to Vest (in dollars per share) | 9.90 | |
Exercisable (in dollars per share) | 9.81 | |
Exercisable and Expected to Vest (in dollars per share) | 5.99 | |
Exercisable (in dollars per share) | 6.02 | |
Weighted Average Fair Value at Grant Date | ||
Outstanding, Beginning balance (in dollars per share) | 6.13 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 6.40 | |
Forfeitures (in dollars per share) | 4.24 | |
Outstanding, Ending balance (in dollars per share) | $ 5.97 | $ 6.13 |
Weighted Average Remaining Life, Outstanding | 3 years 5 months 1 day | 4 years 5 months 20 days |
Weighted Average Remaining Life, Exercisable and Expected to Vest | 3 years 4 months 21 days | |
Weighted Average Remaining Life, Exercisable | 3 years 4 months 2 days | |
Aggregate Intrinsic Value | $ 4,687 | $ 6,306 |
Aggregate Intrinsic Value, Exercisable and Expected to Vest | 4,649 | |
Aggregate Intrinsic Value, Exercisable | $ 4,593 | |
Stock Options [Member] | Omnibus Plan 2013 [Member] | ||
Number of Options | ||
Outstanding, Beginning balance (shares) | 3,018,056 | |
Granted (shares) | 354,422 | |
Exercised (shares) | (5,937) | |
Forfeitures (shares) | (198,275) | |
Outstanding, Ending balance (shares) | 3,168,266 | 3,018,056 |
Expected to Vest (shares) | 2,848,066 | |
Weighted Average Exercise Price | ||
Outstanding, Beginning balance (in dollars per share) | $ 22.88 | |
Granted (in dollars per share) | 41.05 | |
Exercised (in dollars per share) | 29.28 | |
Forfeitures (in dollars per share) | 26.24 | |
Outstanding, Ending balance (in dollars per share) | 24.72 | $ 22.88 |
Expected to Vest (in dollars per share) | 23.78 | |
Expected to Vest (in dollars per share) | 5.81 | |
Weighted Average Fair Value at Grant Date | ||
Outstanding, Beginning balance (in dollars per share) | 5.81 | |
Granted (in dollars per share) | 8.93 | |
Exercised (in dollars per share) | 8.47 | |
Forfeitures (in dollars per share) | 7.14 | |
Outstanding, Ending balance (in dollars per share) | $ 6.09 | $ 5.81 |
Weighted Average Remaining Life, Outstanding | 7 years 8 months 19 days | 8 years 6 months 20 days |
Weighted Average Remaining Life, Expected to Vest | 7 years 7 months 13 days | |
Aggregate Intrinsic Value | $ 57,336 | $ 38,399 |
Aggregate Intrinsic Value, Expected to Vest | $ 54,219 |
Shareholder's Equity, Equity 57
Shareholder's Equity, Equity Based Compensation Expense and Earnings Per Share - 2013 Omnibus Plan Narrative (Details) - shares | 12 Months Ended | |
Dec. 27, 2015 | Mar. 27, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Option life | 10 years | |
Omnibus Plan 2013 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized | 11,300,000 | |
Omnibus Plan 2013 [Member] | Performance Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award performance measurement period | 3 years | |
Omnibus Plan 2013 [Member] | Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares granted | 354,422 | |
Vesting period | 3 years | |
Minimum [Member] | Performance Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total award percentage of initial grant | 0.00% | |
Maximum [Member] | Performance Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total award percentage of initial grant | 200.00% |
Shareholder's Equity, Equity 58
Shareholder's Equity, Equity Based Compensation Expense and Earnings Per Share - 2013 Omnibus Plan Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 27, 2015 | Dec. 28, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Performance Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards granted (shares) | 186,441 | |
Number of Instruments/Shares | ||
Outstanding, Beginning Balance (shares) | 239,147 | |
Granted (shares) | 186,441 | |
Forfeitures (shares) | (34,015) | |
Vested (shares) | 0 | |
Outstanding, Ending Balance (shares) | 391,573 | |
Expected to Vest (shares) | 273,546 | |
Weighted Average Fair Value at Grant Date | ||
Outstanding, Beginning Balance (in USD per share) | $ 37.65 | |
Granted (in USD per share) | 48.62 | |
Forfeitures (in USD per share) | 40.01 | |
Vested (in USD per share) | 0 | |
Outstanding, Ending Balance (in USD per share) | 42.67 | |
Expected to Vest (in USD per share) | $ 42.67 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value [Abstract] | ||
Aggregate Intrinsic Value | $ 16,767 | $ 8,514 |
Aggregate Intrinsic Value, Expected to Vest | $ 11,713 | |
Omnibus Plan 2013 [Member] | Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards granted (shares) | 220,291 | |
Number of Instruments/Shares | ||
Outstanding, Beginning Balance (shares) | 474,375 | |
Granted (shares) | 220,291 | |
Forfeitures (shares) | (40,057) | |
Vested (shares) | (204,658) | |
Outstanding, Ending Balance (shares) | 449,951 | |
Expected to Vest (shares) | 345,367 | |
Weighted Average Fair Value at Grant Date | ||
Outstanding, Beginning Balance (in USD per share) | $ 27.33 | |
Granted (in USD per share) | 41.35 | |
Forfeitures (in USD per share) | 33.31 | |
Vested (in USD per share) | 29.43 | |
Outstanding, Ending Balance (in USD per share) | 32.71 | |
Expected to Vest (in USD per share) | $ 32.59 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value [Abstract] | ||
Aggregate Intrinsic Value | $ 19,267 | $ 16,888 |
Aggregate Intrinsic Value, Expected to Vest | $ 14,789 | |
Omnibus Plan 2013 [Member] | Performance Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards granted (shares) | 106,323 | |
Number of Instruments/Shares | ||
Granted (shares) | 106,323 | |
Omnibus Plan 2013 [Member] | Performance Share Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards granted (shares) | 80,118 | |
Number of Instruments/Shares | ||
Granted (shares) | 80,118 | |
Minimum [Member] | Omnibus Plan 2013 [Member] | Performance Shares and Performance Share Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 2 years 6 months | |
Minimum [Member] | Omnibus Plan 2013 [Member] | Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 1 year | |
Maximum [Member] | Omnibus Plan 2013 [Member] | Performance Shares and Performance Share Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Maximum [Member] | Omnibus Plan 2013 [Member] | Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years |
Shareholder's Equity, Equity 59
Shareholder's Equity, Equity Based Compensation Expense and Earnings Per Share - Schedule of Weighted Average Assumptions (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Risk-free interest rate | 1.57% | 2.18% | 1.17% | |
Expected time to option exercise | 6 years 6 months | 6 years 6 months | 6 years 6 months | |
Expected volatility | 27.00% | 37.00% | 35.00% | |
Expected dividend yield on Pinnacle Foods Inc. stock | 2.29% | 2.88% | 3.54% | [1] |
Expected forfeiture rate | 11.00% | |||
Cash received from option exercises | $ 1,231 | $ 489 | $ 574 | |
IPO [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Stock price (in dollars per share) | $ 20 | |||
Performance Shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Risk-free interest rate | 1.30% | 0.90% | ||
Expected time to option exercise | 3 years | 3 years | ||
Expected volatility | 22.00% | 35.00% | ||
Expected dividend yield on Pinnacle Foods Inc. stock | 2.30% | 2.80% | ||
[1] | Dividend yield is based on the weighted average of the expected yield at the time of each grant, 3.54% is principally the result of options granted at the IPO price of $20.00 a share. No dividend was in effect prior to 2013. |
Shareholder's Equity, Equity 60
Shareholder's Equity, Equity Based Compensation Expense and Earnings Per Share - Schedule of Weighted Average Number of Shares (Details) - shares | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 27, 2015 | [1] | Sep. 27, 2015 | [1] | Jun. 28, 2015 | [1] | Mar. 29, 2015 | [1] | Dec. 28, 2014 | [1] | Sep. 28, 2014 | [1] | Jun. 29, 2014 | [1] | Mar. 30, 2014 | [1] | Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Earnings Per Share [Abstract] | |||||||||||||||||||
Weighted-average common shares | 116,105,000 | 116,085,000 | 116,031,000 | 115,906,000 | 115,780,000 | 115,728,000 | 115,690,000 | 115,592,000 | 116,031,648 | 115,697,621 | 106,841,198 | ||||||||
Effect of dilutive securities | 1,290,878 | 1,187,601 | 1,777,542 | ||||||||||||||||
Dilutive potential common shares | 117,503,000 | 117,470,000 | 117,281,000 | 117,036,000 | 116,950,000 | 117,004,000 | 116,901,000 | 116,687,000 | 117,322,526 | 116,885,222 | 108,618,740 | ||||||||
Antidilutive securities excluded from earnings per share | 267,565 | 670,889 | 186,201 | ||||||||||||||||
[1] | The sum of the individual per share amounts may not add due to rounding. |
Accumulated Other Comprehensi61
Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | $ 1,713,989 | $ 1,598,041 | $ 888,726 |
Net current period other comprehensive loss | (21,654) | (30,237) | 54,056 |
Ending balance | 1,805,529 | 1,713,989 | 1,598,041 |
Currency translation adjustments [Member] | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (2,054) | (466) | |
Other comprehensive loss before reclassification | (4,364) | (1,588) | |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | |
Net current period other comprehensive loss | (4,364) | (1,588) | |
Ending balance | (6,418) | (2,054) | (466) |
Gains (Losses) on cash flow hedges [Member] | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | 4,124 | 19,581 | |
Other comprehensive loss before reclassification | (13,559) | (15,303) | |
Amounts reclassified from accumulated other comprehensive loss | 203 | (154) | |
Net current period other comprehensive loss | (13,356) | (15,457) | |
Ending balance | (9,232) | 4,124 | 19,581 |
Change in pensions [Member] | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (39,804) | (26,612) | |
Other comprehensive loss before reclassification | (4,542) | (13,233) | |
Amounts reclassified from accumulated other comprehensive loss | 608 | 41 | |
Net current period other comprehensive loss | (3,934) | (13,192) | |
Ending balance | (43,738) | (39,804) | (26,612) |
Accumulated other comprehensive loss [Member] | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (37,734) | (7,497) | (61,553) |
Other comprehensive loss before reclassification | (22,465) | (30,124) | |
Amounts reclassified from accumulated other comprehensive loss | 811 | (113) | |
Net current period other comprehensive loss | (21,654) | (30,237) | |
Ending balance | $ (59,388) | $ (37,734) | $ (7,497) |
Accumulated Other Comprehensi62
Accumulated Other Comprehensive Loss - Reclassifications out of AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 27, 2015 | Sep. 27, 2015 | Jun. 28, 2015 | Mar. 29, 2015 | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||||||||
Interest expense | $ 88,513 | $ 96,174 | $ 132,354 | |||||||||
Cost of products sold | $ (499,653) | $ (459,432) | $ (462,637) | $ (493,564) | $ (516,915) | $ (460,109) | $ (455,583) | $ (477,378) | (1,915,286) | (1,909,985) | (1,809,553) | |
Tax (expense) benefit | (123,879) | (167,800) | (71,475) | |||||||||
Net earnings | $ 79,195 | $ 48,098 | $ 43,679 | $ 41,536 | $ 36,129 | $ 135,957 | $ 35,584 | $ 40,748 | 212,508 | 248,418 | $ 89,349 | |
Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||||||||
Net earnings | (811) | 113 | ||||||||||
Gains and losses on financial instrument contracts [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||||||||
Total before tax | (526) | 625 | ||||||||||
Tax (expense) benefit | (323) | (471) | ||||||||||
Net earnings | (203) | 154 | ||||||||||
Pension actuarial assumption adjustments [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||||||||
Cost of products sold | [1] | (981) | (67) | |||||||||
Tax (expense) benefit | (373) | 26 | ||||||||||
Net earnings | (608) | (41) | ||||||||||
Interest rate contracts [Member] | Gains and losses on financial instrument contracts [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||||||||
Interest expense | (3,737) | (877) | ||||||||||
Foreign exchange contracts [Member] | Gains and losses on financial instrument contracts [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||||||||
Cost of products sold | $ (3,211) | $ (1,502) | ||||||||||
[1] | This is included in the computation of net periodic pension cost (see Note 11 for additional details). |
Other Expense (Income), net a63
Other Expense (Income), net and Termination Fee Received, Net of Costs - Schedule of Other Expense (Income), Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 27, 2015 | Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Other Income and Expenses [Line Items] | ||||
Amortization of intangibles/other assets | $ 13,554 | $ 13,917 | $ 15,875 | |
Foreign exchange losses | 4,731 | 655 | 0 | |
Redemption premium on the early extinguishment of debt | 0 | 0 | 34,180 | |
Royalty income and other | (892) | (1,712) | (918) | |
Total other expense (income), net | 19,106 | 15,981 | 55,204 | |
Boulder Brands Inc. [Member] | ||||
Other Income and Expenses [Line Items] | ||||
Acquisition costs | $ 2,100 | 1,713 | 0 | 0 |
Wish-Bone [Member] | ||||
Other Income and Expenses [Line Items] | ||||
Acquisition costs | 0 | 0 | 6,067 | |
Gardein [Member] | ||||
Other Income and Expenses [Line Items] | ||||
Acquisition costs | $ 0 | $ 3,121 | $ 0 |
Other Expense (Income), net a64
Other Expense (Income), net and Termination Fee Received, Net of Costs - Redemption Premium on the Early Extinguishment of Debt (Details) - USD ($) $ in Thousands | May. 10, 2013 | Apr. 29, 2013 | Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 |
Debt Instrument [Line Items] | |||||
Redemption premium on the early extinguishment of debt | $ 0 | $ 0 | $ 34,180 | ||
8.25% Senior Notes due 2017 [Member] | Senior [Member] | |||||
Debt Instrument [Line Items] | |||||
Amount of debt redeemed | $ 400,000 | $ 400,000 | |||
Fixed interest rate | 8.25% | ||||
Redemption prices, percent of outstanding principal | 108.50% | 108.50% | |||
10.625% Senior Subordinated Notes due 2017 [Member] | Senior [Member] | |||||
Debt Instrument [Line Items] | |||||
Fixed interest rate | 8.25% | ||||
2012 [Member] | 10.625% Senior Subordinated Notes due 2017 [Member] | Senior [Member] | |||||
Debt Instrument [Line Items] | |||||
Redemption premium on the early extinguishment of debt | $ 34,200 |
Other Expense (Income), net a65
Other Expense (Income), net and Termination Fee Received, Net of Costs - Hillshire Merger Agreement (Details) - USD ($) $ in Millions | Jul. 02, 2014 | Dec. 28, 2014 |
Other Income and Expenses [Line Items] | ||
Merger related expenses incurred | $ 17.4 | |
Hillshire Brands [Member] | ||
Other Income and Expenses [Line Items] | ||
Termination payment received from merger agreement | $ 163 | |
Expected merger agreement related expenses | $ 19.2 | |
Net impact on pre-tax earnings | 145.6 | |
Other expense (income) [Member] | Hillshire Brands [Member] | ||
Other Income and Expenses [Line Items] | ||
Net impact on pre-tax earnings | (153) | |
Cost of products sold [Member] | Hillshire Brands [Member] | ||
Other Income and Expenses [Line Items] | ||
Net impact on pre-tax earnings | 2.9 | |
Marketing and selling expenses [Member] | Hillshire Brands [Member] | ||
Other Income and Expenses [Line Items] | ||
Net impact on pre-tax earnings | 2 | |
General and Administrative Expense [Member] | Hillshire Brands [Member] | ||
Other Income and Expenses [Line Items] | ||
Net impact on pre-tax earnings | 2.2 | |
Research and development expense [Member] | Hillshire Brands [Member] | ||
Other Income and Expenses [Line Items] | ||
Net impact on pre-tax earnings | $ 0.3 |
Balance Sheet Information - Sch
Balance Sheet Information - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Accounts Receivable, Net, Current [Abstract] | ||||
Customers | $ 219,352 | $ 190,321 | ||
Allowances for cash discounts, bad debts and returns | (7,902) | (6,801) | $ (5,849) | $ (5,149) |
Subtotal | 211,450 | 183,520 | ||
Other receivables | 8,286 | 7,234 | ||
Total | $ 219,736 | $ 190,754 |
Balance Sheet Information - S67
Balance Sheet Information - Schedule of the Changes in the Allowance for Cash Discounts, Bad Debts and Returns (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Schedule of the Changes in the Allowance for Cash Discounts, Bad Debts and Returns [Roll Forward] | |||
Beginning Balance | $ 6,801 | $ 5,849 | $ 5,149 |
Revenue Reductions | 98,374 | 96,491 | 87,005 |
Deductions | (97,273) | (95,539) | (86,305) |
Ending Balance | $ 7,902 | $ 6,801 | $ 5,849 |
Balance Sheet Information - S68
Balance Sheet Information - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 27, 2015 | Dec. 28, 2014 | |
Inventory, Net [Abstract] | |||
Raw materials, containers and supplies | $ 57,145 | $ 60,828 | |
Finished product | [1] | 345,956 | 295,639 |
Total | 403,101 | 356,467 | |
Crops | $ 61,527 | $ 45,421 | |
[1] | Included in Finished products was $61,527 and $45,421 of crop related inventory as of December 27, 2015 and December 28, 2014 respectively. |
Balance Sheet Information - S69
Balance Sheet Information - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 27, 2015 | Dec. 28, 2014 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid expenses and other | $ 8,166 | $ 8,139 |
Prepaid income taxes | 5,511 | 84 |
Total | $ 13,677 | $ 8,223 |
Balance Sheet Information - S70
Balance Sheet Information - Schedule of Plant Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | ||
Property, Plant and Equipment [Line Items] | ||||
Plant Assets, Gross | $ 1,039,403 | $ 955,545 | ||
Accumulated depreciation | (408,294) | (349,639) | ||
Total | 631,109 | 605,906 | ||
Depreciation | 76,106 | 66,710 | $ 62,350 | |
Land [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Plant Assets, Gross | 14,948 | 14,211 | ||
Buildings [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Plant Assets, Gross | 246,988 | 208,341 | ||
Machinery and equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Plant Assets, Gross | 716,314 | 641,818 | ||
Projects in progress [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Plant Assets, Gross | [1] | 61,153 | 91,175 | |
Assets under capital lease [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Accumulated depreciation | (11,018) | (9,935) | ||
Total | $ 16,372 | $ 18,127 | ||
[1] | The significant decrease in Projects in process as of December 27, 2015 as compared to December 28, 2014 primarily relates to the 2015 transition of Wish-Bone manufacturing into our St. Elmo, Illinois location. |
Balance Sheet Information - S71
Balance Sheet Information - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 27, 2015 | Dec. 28, 2014 |
Accrued Liabilities, Current [Abstract] | ||
Employee compensation and benefits | $ 55,416 | $ 52,404 |
Interest payable | 12,127 | 12,239 |
Consumer coupons | 2,035 | 1,912 |
Accrued financial instrument contracts | 5,957 | 10,276 |
Accrued broker commissions | 4,651 | 3,526 |
Other | 20,324 | 26,131 |
Total | $ 100,510 | $ 106,488 |
Balance Sheet Information - S72
Balance Sheet Information - Schedule of Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 27, 2015 | Dec. 28, 2014 |
Liabilities, Noncurrent [Abstract] | ||
Employee compensation and benefits | $ 9,806 | $ 9,506 |
Long-term rent liability and deferred rent allowances | 7,774 | 8,431 |
Liability for uncertain tax positions | 7,712 | 2,064 |
Accrued financial instrument contracts | 22,924 | 6,280 |
Other | 6,290 | 8,024 |
Total | $ 54,506 | $ 34,305 |
Goodwill, Tradenames and Othe73
Goodwill, Tradenames and Other Assets - Schedule of Goodwill by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 27, 2015 | Dec. 28, 2014 | ||
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | $ 1,719,560 | $ 1,628,095 | |
Foreign currency adjustment | (4,265) | (2,342) | |
Purchase price adjustment | [1] | (1,287) | |
Goodwill, Ending Balance | 1,714,008 | 1,719,560 | |
Gilster acquisition [Member] | |||
Goodwill [Roll Forward] | |||
Acquisitions | 9,550 | ||
Gardein Protein acquisition [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | 84,257 | ||
Acquisitions | 84,257 | ||
Goodwill, Ending Balance | 84,257 | ||
Operating Segments [Member] | Birds Eye Frozen [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | 608,984 | 527,069 | |
Foreign currency adjustment | (4,265) | (2,342) | |
Purchase price adjustment | [1] | (1,287) | |
Goodwill, Ending Balance | 603,432 | 608,984 | |
Operating Segments [Member] | Duncan Hines Grocery [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | 936,615 | 927,065 | |
Foreign currency adjustment | 0 | 0 | |
Purchase price adjustment | [1] | 0 | |
Goodwill, Ending Balance | 936,615 | 936,615 | |
Operating Segments [Member] | Specialty Foods [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | 173,961 | 173,961 | |
Foreign currency adjustment | 0 | 0 | |
Purchase price adjustment | [1] | 0 | |
Goodwill, Ending Balance | $ 173,961 | 173,961 | |
Operating Segments [Member] | Gilster acquisition [Member] | Birds Eye Frozen [Member] | |||
Goodwill [Roll Forward] | |||
Acquisitions | 0 | ||
Operating Segments [Member] | Gilster acquisition [Member] | Duncan Hines Grocery [Member] | |||
Goodwill [Roll Forward] | |||
Acquisitions | 9,550 | ||
Operating Segments [Member] | Gilster acquisition [Member] | Specialty Foods [Member] | |||
Goodwill [Roll Forward] | |||
Acquisitions | 0 | ||
Operating Segments [Member] | Gardein Protein acquisition [Member] | Birds Eye Frozen [Member] | |||
Goodwill [Roll Forward] | |||
Acquisitions | 84,257 | ||
Operating Segments [Member] | Gardein Protein acquisition [Member] | Duncan Hines Grocery [Member] | |||
Goodwill [Roll Forward] | |||
Acquisitions | 0 | ||
Operating Segments [Member] | Gardein Protein acquisition [Member] | Specialty Foods [Member] | |||
Goodwill [Roll Forward] | |||
Acquisitions | $ 0 | ||
[1] | Primarily relates to a 2015 post close working capital adjustment of the preliminary purchase price related to the Garden Protein acquisition. |
Goodwill, Tradenames and Othe74
Goodwill, Tradenames and Other Assets - Schedule of Tradenames by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 27, 2015 | Dec. 28, 2014 | |
Gardein Protein acquisition [Member] | ||
Goodwill [Roll Forward] | ||
Tradenames acquired | $ 51,950 | |
Tradenames [Member] | ||
Goodwill [Roll Forward] | ||
Beginning balance, indefinite-lived intangible assets | $ 2,001,874 | 1,951,392 |
Gardein Protein Acquisition | 51,950 | |
Foreign currency adjustment | (826) | (1,468) |
Ending balance, indefinite-lived intangible assets | 2,001,048 | 2,001,874 |
Operating Segments [Member] | Tradenames [Member] | ||
Goodwill [Roll Forward] | ||
Foreign currency adjustment | 0 | |
Operating Segments [Member] | Tradenames [Member] | Birds Eye Frozen [Member] | ||
Goodwill [Roll Forward] | ||
Beginning balance, indefinite-lived intangible assets | 847,162 | 796,680 |
Gardein Protein Acquisition | 51,950 | |
Foreign currency adjustment | (826) | (1,468) |
Ending balance, indefinite-lived intangible assets | 846,336 | 847,162 |
Operating Segments [Member] | Tradenames [Member] | Duncan Hines Grocery [Member] | ||
Goodwill [Roll Forward] | ||
Beginning balance, indefinite-lived intangible assets | 1,118,712 | 1,118,712 |
Gardein Protein Acquisition | 0 | |
Foreign currency adjustment | 0 | |
Ending balance, indefinite-lived intangible assets | 1,118,712 | 1,118,712 |
Operating Segments [Member] | Tradenames [Member] | Specialty Foods [Member] | ||
Goodwill [Roll Forward] | ||
Beginning balance, indefinite-lived intangible assets | 36,000 | 36,000 |
Gardein Protein Acquisition | 0 | |
Foreign currency adjustment | 0 | |
Ending balance, indefinite-lived intangible assets | $ 36,000 | $ 36,000 |
Goodwill, Tradenames and Othe75
Goodwill, Tradenames and Other Assets - Schedule of Other Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | ||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 209,688 | $ 209,827 | ||
Accumulated Amortization | (99,783) | (86,249) | ||
Net | 109,905 | 123,578 | ||
Deferred acquisition costs, Gross Carrying Amount | 46,313 | 45,913 | ||
Deferred acquisition costs, Accumulated Amortization | (29,216) | (25,244) | ||
Debt acquisition costs | 17,097 | 20,669 | ||
Financial instruments | 6,420 | |||
Other | [1] | 9,282 | 7,229 | |
Total other assets, net | 136,284 | 157,896 | ||
Amortization of intangible assets | 13,554 | $ 13,917 | $ 15,875 | |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||||
Estimated amortization expense, 2016 | 12,200 | |||
Estimated amortization expense, 2017 | 7,400 | |||
Estimated amortization expense, 2018 | 5,800 | |||
Estimated amortization expense, 2019 | 5,500 | |||
Estimated amortization expense, 2020 | 5,200 | |||
Estimated amortization expense, thereafter | $ 74,000 | |||
Recipes [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted Average Life | 10 years | 10 years | ||
Gross Carrying Amount | $ 60,094 | $ 60,206 | ||
Accumulated Amortization | (47,077) | (41,027) | ||
Net | $ 13,017 | $ 19,179 | ||
Customer relationships - Distributors [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted Average Life | 35 years | 35 years | ||
Gross Carrying Amount | $ 142,129 | $ 142,156 | ||
Accumulated Amortization | (46,507) | (40,616) | ||
Net | $ 95,622 | $ 101,540 | ||
Customer relationships - Private Label [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted Average Life | 7 years | 7 years | ||
Gross Carrying Amount | $ 1,290 | $ 1,290 | ||
Accumulated Amortization | (399) | (43) | ||
Net | $ 891 | $ 1,247 | ||
License [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted Average Life | 7 years | 7 years | ||
Gross Carrying Amount | $ 6,175 | $ 6,175 | ||
Accumulated Amortization | (5,800) | (4,563) | ||
Net | 375 | 1,612 | ||
Operating Segments [Member] | Birds Eye Frozen [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Net | 60,510 | 67,525 | ||
Operating Segments [Member] | Duncan Hines Grocery [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Net | 45,503 | 51,637 | ||
Operating Segments [Member] | Specialty Foods [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Net | $ 3,892 | $ 4,416 | ||
[1] | As of December 27, 2015 and December 28, 2014, Other primarily consists of security deposits and supplemental savings plan investments. |
Goodwill, Tradenames and Othe76
Goodwill, Tradenames and Other Assets - Schedule of Deferred Financing Cost Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Deferred Financing Cost Activity [Roll Forward] | |||
Gross Carrying Amount, Beginning Balance | $ 45,913 | ||
Accumulated Amortization, Beginning Balance | (25,244) | ||
Net, Beginning Balance | 20,669 | ||
2015 - Additions | 400 | ||
Amortization | (3,972) | $ (4,046) | $ (4,395) |
Gross Carrying Amount, Ending Balance | 46,313 | 45,913 | |
Accumulated Amortization, Ending Balance | (29,216) | (25,244) | |
Net, Ending Balance | $ 17,097 | $ 20,669 |
Debt and Interest Expense - Sch
Debt and Interest Expense - Schedule of Long-term and Short-term Debt Instruments (Details) - USD ($) | Dec. 27, 2015 | Dec. 28, 2014 | Mar. 31, 2014 | Oct. 01, 2013 | Apr. 29, 2013 |
Short-term Debt [Abstract] | |||||
Short-term borrowings | $ 2,225,000 | $ 2,396,000 | |||
Long-term Debt, Current and Noncurrent [Abstract] | |||||
Unamortized discount on long term debt | (10,347,000) | (12,728,000) | |||
Capital lease obligations | 15,123,000 | 18,756,000 | |||
Long-term Debt, including capital lease obligations less unamortized discount on long term debt | 2,287,779,000 | 2,297,900,000 | |||
Less: current portion of long-term obligations | 14,847,000 | 11,916,000 | |||
Total long-term debt | $ 2,272,932,000 | $ 2,285,984,000 | |||
Tranche H Extended Term Loans Due 2020 [Member] | |||||
Long-term Debt, Current and Noncurrent [Abstract] | |||||
Unamortized discount on long term debt | $ (8,500,000) | ||||
Senior [Member] | 4.875% Senior Notes Due 2021 [Member] | |||||
Debt Instrument [Line Items] | |||||
Fixed interest rate | 4.875% | 4.875% | 4.875% | ||
Long-term Debt, Current and Noncurrent [Abstract] | |||||
Senior Notes | $ 350,000,000 | $ 350,000,000 | |||
Notes Payable [Member] | 3% Notes Payable Due 2018 [Member] | |||||
Debt Instrument [Line Items] | |||||
Fixed interest rate | 3.00% | ||||
Long-term Debt, Current and Noncurrent [Abstract] | |||||
Notes Payable, Noncurrent | 8,878,000 | 12,497,000 | |||
Secured Debt [Member] | |||||
Long-term Debt, Current and Noncurrent [Abstract] | |||||
Credit facility | 0 | ||||
Secured Debt [Member] | Tranche G Extended Term Loans Due 2020 [Member] | |||||
Long-term Debt, Current and Noncurrent [Abstract] | |||||
Credit facility | 1,409,625,000 | 1,409,625,000 | |||
Unamortized discount on long term debt | $ (4,100,000) | ||||
Secured Debt [Member] | Tranche H Extended Term Loans Due 2020 [Member] | |||||
Long-term Debt, Current and Noncurrent [Abstract] | |||||
Credit facility | $ 514,500,000 | $ 519,750,000 |
Debt and Interest Expense - S78
Debt and Interest Expense - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | Apr. 29, 2013 | Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 |
Debt Disclosure [Abstract] | ||||
Interest expense, third party | $ 79,771 | $ 87,765 | $ 102,286 | |
Related party interest expense | 1,033 | 1,602 | 1,880 | |
Amortization of debt acquisition costs | 3,972 | 4,046 | 4,395 | |
Write-off of debt acquisition costs | 0 | 983 | 12,725 | |
Write-off of original issue discount | $ 2,200 | 0 | 896 | 2,182 |
Financing costs | 0 | 0 | 4,762 | |
Interest rate swap losses | 3,737 | 882 | 4,124 | |
Total interest expense | $ 88,513 | $ 96,174 | $ 132,354 |
Debt and Interest Expense - Sen
Debt and Interest Expense - Senior Secured Credit Facility (Details) | Sep. 28, 2014 | Jul. 08, 2014USD ($) | Oct. 01, 2013USD ($) | May. 10, 2013USD ($) | Apr. 29, 2013USD ($) | Apr. 03, 2013USD ($) | Dec. 27, 2015USD ($) | Dec. 28, 2014USD ($) | Dec. 29, 2013USD ($) |
Debt Instrument [Line Items] | |||||||||
Write-off of original issue discount | $ 2,200,000 | $ 0 | $ 896,000 | $ 2,182,000 | |||||
Write off of debt issuance costs | $ 1,000,000 | ||||||||
Leverage ratio | 3.81 | ||||||||
Term of line of credit | 5 years | ||||||||
Unamortized discount on long term debt | $ 10,347,000 | 12,728,000 | |||||||
Additions to deferred financing costs | $ 400,000 | ||||||||
Ownership interest | 100.00% | ||||||||
Borrowings under credit facility | $ 0 | $ 65,000,000 | 0 | ||||||
Tranche G Term Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Write-off of original issue discount | 900,000 | ||||||||
Tranche H Extended Term Loans Due 2020 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Unamortized discount on long term debt | $ 8,500,000 | ||||||||
Additions to deferred financing costs | 10,500,000 | ||||||||
Secured Debt [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding amount on Revolving Credit Facility | 0 | ||||||||
Borrowings under credit facility | $ 0 | $ 0 | |||||||
Interest rate during period | 2.95% | ||||||||
Debt covenant, consecutive fiscal quarters | 1 year | ||||||||
Secured Debt [Member] | Tranche G And H Term Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis points added to the Federal Reserve overnight funds rate | 0.50% | ||||||||
Secured Debt [Member] | Tranche G Term Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Amount of debt redeemed | $ 200,000,000 | ||||||||
Secured Debt [Member] | Tranche B Non Extended Term Loans due 2014 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Total redemption price of the Term Loans | $ 38,100,000 | $ 202,000,000 | |||||||
Secured Debt [Member] | Tranche B Extended term Loans due 2016 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Total redemption price of the Term Loans | 634,700,000 | ||||||||
Secured Debt [Member] | Tranche E Term Loan Due 2018 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Total redemption price of the Term Loans | 396,000,000 | ||||||||
Secured Debt [Member] | Tranche F Term Loan due 2018 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Total redemption price of the Term Loans | 446,600,000 | ||||||||
Secured Debt [Member] | Tranche G Extended Term Loans Due 2020 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Amount extended as part of the refinancing | $ 1,630,000,000 | ||||||||
Debt instrument term | 7 years | ||||||||
Unamortized discount on long term debt | $ 4,100,000 | ||||||||
Outstanding amount on Revolving Credit Facility | $ 1,409,625,000 | $ 1,409,625,000 | |||||||
Secured Debt [Member] | Tranche H Extended Term Loans Due 2020 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount | $ 525,000,000 | ||||||||
Outstanding amount on Revolving Credit Facility | 514,500,000 | $ 519,750,000 | |||||||
Aggregate maturities due in 2016 | 5,300,000 | ||||||||
Aggregate maturities due in 2017 | 6,600,000 | ||||||||
Aggregate maturities due in 2018 | 3,900,000 | ||||||||
Aggregate maturities due in 2019 | 5,300,000 | ||||||||
Aggregate maturities due in 2020 | $ 493,400,000 | ||||||||
Secured Debt [Member] | Debt Instrument, Tranche G and H Extended Term Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Leverage ratio | 4.25 | ||||||||
Percent of collateralized capital stock of, or other equity interests in, each direct foreign subsidiaries, or any domestic subsidiaries | 65.00% | ||||||||
Interest rate | 3.00% | ||||||||
Eurocurrency rate | 3.00% | ||||||||
Percentage of Excess Cash Flow required to prepay Tranche B and Tranche D Loans | 50.00% | ||||||||
Senior Secured Credit Facility loans mature in quarterly installments, percent | 0.25% | ||||||||
Secured Debt [Member] | Tranche B Extended, B Non Extended E and F Term Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 3.20% | 3.52% | |||||||
Eurocurrency rate | 3.00% | ||||||||
New Revolving Credit Facility (2013) [Member] | April 2013 Refinancing [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Total letter of credit issued under the Revolving Credit Facility cannot exceed | 150,000,000 | ||||||||
Revolving Credit Facility and Letters of Credit [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Commitment fee per annum | 0.375% | ||||||||
Available borrowing capacity | $ 120,400,000 | $ 117,800,000 | |||||||
Letter of Credit [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Total letter of credit issued under the Revolving Credit Facility cannot exceed | 50,000,000 | ||||||||
Outstanding amount on Revolving Credit Facility | $ 29,600,000 | 32,200,000 | |||||||
Fronting fee, per annum | 0.125% | ||||||||
Available borrowing capacity | $ 20,400,000 | 17,800,000 | |||||||
Majority Shareholder [Member] | Secured Debt [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Amount owed to affiliates | $ 27,716,000 | $ 47,315,000 | |||||||
Net First Lien [Member] | Secured Debt [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt to EBITDA for the most recently concluded four consecutive fiscal quarters | 5.75 | ||||||||
Restricted Payments [Member] | Secured Debt [Member] | Debt Instrument, Tranche G and H Extended Term Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt to EBITDA for the most recently concluded four consecutive fiscal quarters | 4.25 | ||||||||
Amount of restricted payments for specified activities greater of amount or percent of consolidated total assets | $ 50,000,000 | ||||||||
Percent of restricted payments for specified activities greater of amount or percent of consolidated total assets | 2.00% | ||||||||
Notes Payable [Member] | Amended Credit Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Covenant terms, maximum net leverage ratio | 4.25 | ||||||||
Reduction in basis spread | 0.25% | ||||||||
Senior [Member] | 9.25% Senior Notes due 2015 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Amount of debt redeemed | $ 465,000,000 | ||||||||
Fixed interest rate | 9.25% | ||||||||
Redemption prices, percent of outstanding principal | 100.00% | ||||||||
Senior [Member] | 8.25% Senior Notes due 2017 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Amount of debt redeemed | $ 400,000,000 | $ 400,000,000 | |||||||
Fixed interest rate | 8.25% | ||||||||
Redemption prices, percent of outstanding principal | 108.50% | 108.50% | |||||||
Senior [Member] | 4.875% Senior Notes Due 2021 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate | 4.875% | 4.875% | 4.875% | ||||||
Total letter of credit issued under the Revolving Credit Facility cannot exceed | $ 350,000,000 | ||||||||
Reduction Criteria 1 [Member] | Secured Debt [Member] | Debt Instrument, Tranche G and H Extended Term Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of Excess Cash Flow required to prepay Tranche B and Tranche D Loans | 25.00% | ||||||||
Reduction Criteria 2 [Member] | Secured Debt [Member] | Debt Instrument, Tranche G and H Extended Term Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of Excess Cash Flow required to prepay Tranche B and Tranche D Loans | 0.00% | ||||||||
Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Leverage ratio | 4.50 | ||||||||
Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Leverage ratio | 5.49 | ||||||||
Eurodollar [Member] | Secured Debt [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate during period | 2.50% | 2.67% | |||||||
Eurodollar [Member] | Secured Debt [Member] | Debt Instrument, Tranche G and H Extended Term Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate increase (decrease) | 1.00% | ||||||||
Eurocurrency rate, minimum per annum | 0.75% | ||||||||
Basis points added to the Federal Reserve overnight funds rate | 2.25% | ||||||||
Base Rate [Member] | Secured Debt [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate during period | 4.50% | 4.75% | |||||||
Base Rate [Member] | Secured Debt [Member] | Debt Instrument, Tranche G and H Extended Term Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Base rate, minimum per annum | 1.75% | ||||||||
Basis points added to the Federal Reserve overnight funds rate | 1.25% |
Debt and Interest Expense - S80
Debt and Interest Expense - Senior Notes and Other Notes (Details) - USD ($) $ in Millions | Mar. 31, 2014 | May. 10, 2013 | Apr. 29, 2013 | Apr. 03, 2013 | Dec. 27, 2015 | Dec. 28, 2014 |
Notes Payable [Member] | 3% Notes Payable Due 2018 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable, face amount | $ 14.9 | |||||
Debt instrument term | 4 years | |||||
Fixed interest rate | 3.00% | |||||
Senior [Member] | 9.25% Senior Notes due 2015 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Fixed interest rate | 9.25% | |||||
Amount of debt redeemed | $ 465 | |||||
Redemption prices, percent of outstanding principal | 100.00% | |||||
Senior [Member] | 4.875% Senior Notes Due 2021 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Fixed interest rate | 4.875% | 4.875% | 4.875% | |||
Proceeds from unsecured debt issuance | $ 350 | |||||
Percent of principal amount | 100.00% | |||||
Applicable premium, percentage of principal amount | 1.00% | |||||
Percent that may be redeemed | 35.00% | |||||
Early redemption, percent of principal amount required to be outstanding | 50.00% | |||||
Early redemption, redemption period following closing date of offering | 120 days | |||||
Senior [Member] | 8.25% Senior Notes due 2017 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Fixed interest rate | 8.25% | |||||
Amount of debt redeemed | $ 400 | $ 400 | ||||
Redemption prices, percent of outstanding principal | 108.50% | 108.50% | ||||
Early redemption, percentage of principal plus accrued and unpaid interest | 104.875% | |||||
Treasury Rate [Member] | Senior [Member] | 4.875% Senior Notes Due 2021 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on discount rate | 0.05% |
Debt and Interest Expense - S81
Debt and Interest Expense - Schedule of Early Redemption Prices of Long-term Debt Instruments (Details) - Senior [Member] - 4.875% Senior Notes Due 2021 [Member] | Dec. 27, 2015 |
2016 [Member] | |
Debt Instrument [Line Items] | |
Redemption prices, percent of outstanding principal | 103.656% |
2017 [Member] | |
Debt Instrument [Line Items] | |
Redemption prices, percent of outstanding principal | 102.438% |
2018 [Member] | |
Debt Instrument [Line Items] | |
Redemption prices, percent of outstanding principal | 101.219% |
2019 and thereafter [Member] | |
Debt Instrument [Line Items] | |
Redemption prices, percent of outstanding principal | 100.00% |
Debt and Interest Expense - S82
Debt and Interest Expense - Schedule of the Estimated Fair Value of the Company's Long-term Debt, Including the Current Portion (Details) - USD ($) | Dec. 27, 2015 | Dec. 28, 2014 | Oct. 01, 2013 | Apr. 29, 2013 |
Notes Payable [Member] | 3% Notes Payable, Gilster Mary Lee Corporation [Member] | ||||
Debt Instrument [Line Items] | ||||
Fixed interest rate | 3.00% | 3.00% | ||
Face amount | $ 8,878,000 | $ 12,497,000 | ||
Long-term debt, fair value | $ 8,878,000 | $ 12,497,000 | ||
Senior [Member] | 4.875% Senior Notes Due 2021 [Member] | ||||
Debt Instrument [Line Items] | ||||
Fixed interest rate | 4.875% | 4.875% | 4.875% | |
Senior Notes | $ 350,000,000 | $ 350,000,000 | ||
Secured Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior Secured Credit Facility | 0 | |||
Secured Debt [Member] | Tranche G Extended Term Loans Due 2020 [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior Secured Credit Facility | 1,409,625,000 | 1,409,625,000 | ||
Secured Debt [Member] | Tranche H Extended Term Loans Due 2020 [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior Secured Credit Facility | 514,500,000 | 519,750,000 | ||
Face amount | $ 525,000,000 | |||
Face Value [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, fair value | 2,283,003,000 | 2,291,872,000 | ||
Face Value [Member] | Senior [Member] | 4.875% Senior Notes Due 2021 [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior Notes | 350,000,000 | |||
Face Value [Member] | Secured Debt [Member] | Tranche G Extended Term Loans Due 2020 [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior Secured Credit Facility | 1,409,625,000 | |||
Face Value [Member] | Secured Debt [Member] | Tranche H Extended Term Loans Due 2020 [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior Secured Credit Facility | 514,500,000 | |||
Fair Value [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, fair value | 2,237,081,000 | 2,230,491,000 | ||
Fair Value [Member] | Senior [Member] | 4.875% Senior Notes Due 2021 [Member] | ||||
Debt Instrument [Line Items] | ||||
Notes payable, fair value | 337,750,000 | 346,500,000 | ||
Fair Value [Member] | Secured Debt [Member] | Tranche G Extended Term Loans Due 2020 [Member] | ||||
Debt Instrument [Line Items] | ||||
Lines of credit, fair value | 1,384,957,000 | 1,367,336,000 | ||
Fair Value [Member] | Secured Debt [Member] | Tranche H Extended Term Loans Due 2020 [Member] | ||||
Debt Instrument [Line Items] | ||||
Lines of credit, fair value | $ 505,496,000 | $ 504,158,000 |
Pension and Retirement Plans -
Pension and Retirement Plans - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 27, 2015USD ($)qualified_plannonqualified_plan | Dec. 28, 2014USD ($) | Dec. 29, 2013USD ($) | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Number of qualified 401(k) plans | qualified_plan | 2 | ||
Number of non-qualified 401(k) plans | nonqualified_plan | 2 | ||
Pinnacle Foods Group LLC Pension Plan [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Employer contributions | $ | $ 3,123 | $ 7,793 | $ 8,278 |
Pension and Retirement Plans 84
Pension and Retirement Plans - Reconciliation of the changes in benefit obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Amounts recognized in the Consolidated Balance Sheets | |||
Accrued pension benefits | $ (63,454) | $ (61,830) | |
Pinnacle Foods Group LLC Pension Plan [Member] | |||
Change in Benefit Obligation | |||
Net benefit obligation at beginning of the period | 277,253 | 251,557 | $ 292,290 |
Service cost | 0 | 0 | 69 |
Interest cost | 10,474 | 11,517 | 10,961 |
Actuarial loss (gain) | (12,264) | 31,878 | (33,919) |
Gross benefits paid | (17,179) | (17,699) | (17,844) |
Net benefit obligation at end of the period | 258,284 | 277,253 | 251,557 |
Change in Plan Assets | |||
Fair value of plan assets at beginning of the period | 218,127 | 204,349 | 194,165 |
Employer contributions | 3,123 | 7,793 | 8,278 |
Actual return on plan assets | (7,049) | 23,684 | 19,750 |
Gross benefits paid | (17,179) | (17,699) | (17,844) |
Fair value of plan assets at end of the period | 197,022 | 218,127 | 204,349 |
Funded status at end of the year | (61,262) | (59,126) | (47,208) |
Amounts recognized in the Consolidated Balance Sheets | |||
Accrued pension benefits | (60,996) | (58,799) | (46,861) |
Accrued pension benefits (part of accrued liabilities) | (266) | (327) | (347) |
Net amount recognized at end of the period | (61,262) | (59,126) | (47,208) |
Amounts recognized in Accumulated Other Comprehensive Loss | |||
Net loss | 56,762 | 49,779 | 28,512 |
Net amount recognized at end of the period | 56,762 | 49,779 | 28,512 |
Accumulated benefit obligation | $ 258,284 | $ 277,253 | $ 251,557 |
Weighted average assumptions | |||
Discount rate | 4.20% | 3.85% | 4.76% |
Pension and Retirement Plans 85
Pension and Retirement Plans - Schedule of net periodic benefit cost (Details) - Pinnacle Foods Group LLC Pension Plan [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 0 | $ 0 | $ 69 |
Interest cost | 10,474 | 11,517 | 10,961 |
Expected return on assets | (13,233) | (13,150) | (13,386) |
Amortization of actuarial loss | 1,005 | 76 | 1,413 |
Net periodic benefit | $ (1,754) | $ (1,557) | $ (943) |
Weighted average assumptions: | |||
Discount rate | 3.85% | 4.76% | 3.88% |
Expected return on plan assets | 6.25% | 6.50% | 7.00% |
Pension and Retirement Plans 86
Pension and Retirement Plans - Schedule of weighted-average asset allocations (Details) - Pinnacle Foods Group LLC Pension Plan [Member] | 12 Months Ended | |
Dec. 27, 2015 | Dec. 28, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 100.00% | 100.00% |
Equity securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 41.00% | 40.00% |
Target plan assets allocations | 41.00% | |
Debt securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 58.00% | 59.00% |
Target plan assets allocations | 59.00% | |
Cash [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 1.00% | 1.00% |
Pension and Retirement Plans 87
Pension and Retirement Plans - Schedule of fair value hierarchy of plan assets (Details) - Pinnacle Foods Group LLC Pension Plan [Member] - USD ($) $ in Thousands | Dec. 27, 2015 | Dec. 28, 2014 |
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets, net of receivable | $ 197,022 | $ 218,127 |
Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets, net of receivable | 0 | 0 |
Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets, net of receivable | 197,022 | 218,127 |
Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets, net of receivable | 0 | 0 |
Short-term Investment Fund [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets, net of receivable | 1,851 | 1,652 |
Short-term Investment Fund [Member] | Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets, net of receivable | 0 | 0 |
Short-term Investment Fund [Member] | Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets, net of receivable | 1,851 | 1,652 |
Short-term Investment Fund [Member] | Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets, net of receivable | 0 | 0 |
Small/Mid Capitalization Fund [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets, net of receivable | 10,757 | 11,574 |
Small/Mid Capitalization Fund [Member] | Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets, net of receivable | 0 | 0 |
Small/Mid Capitalization Fund [Member] | Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets, net of receivable | 10,757 | 11,574 |
Small/Mid Capitalization Fund [Member] | Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets, net of receivable | 0 | 0 |
Large Capitalization Equity Fund [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets, net of receivable | 43,541 | 49,149 |
Large Capitalization Equity Fund [Member] | Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets, net of receivable | 0 | 0 |
Large Capitalization Equity Fund [Member] | Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets, net of receivable | 43,541 | 49,149 |
Large Capitalization Equity Fund [Member] | Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets, net of receivable | 0 | 0 |
International Fund [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets, net of receivable | 25,837 | 27,429 |
International Fund [Member] | Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets, net of receivable | 0 | 0 |
International Fund [Member] | Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets, net of receivable | 25,837 | 27,429 |
International Fund [Member] | Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets, net of receivable | 0 | 0 |
Fixed Income Funds [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets, net of receivable | 115,036 | 128,323 |
Fixed Income Funds [Member] | Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets, net of receivable | 0 | 0 |
Fixed Income Funds [Member] | Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets, net of receivable | 115,036 | 128,323 |
Fixed Income Funds [Member] | Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets, net of receivable | $ 0 | $ 0 |
Pension and Retirement Plans 88
Pension and Retirement Plans - Schedule of expected benefit payments (Details) - Pinnacle Foods Group LLC Pension Plan [Member] $ in Thousands | Dec. 27, 2015USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2,016 | $ 15,952 |
2,017 | 15,216 |
2,018 | 15,400 |
2,019 | 15,870 |
2,020 | 15,586 |
2021-2025 | $ 77,378 |
Pension and Retirement Plans 89
Pension and Retirement Plans - Savings Plans (Details) $ in Millions | 12 Months Ended | ||
Dec. 27, 2015USD ($)nonqualified_plan | Dec. 28, 2014USD ($) | Dec. 29, 2013USD ($) | |
Schedule of Defined Contribution Plans [Line Items] | |||
Employer matching contribution percent | 50.00% | ||
Employer contributions | $ | $ 5.6 | $ 5.1 | $ 4.6 |
Number of non-qualified 401(k) plans | nonqualified_plan | 2 | ||
Union Employee [Member] | |||
Schedule of Defined Contribution Plans [Line Items] | |||
Maximum annual contribution per employee percent | 5.00% | ||
Employment period | 1 year | ||
Salaried Employee [Member] | |||
Schedule of Defined Contribution Plans [Line Items] | |||
Maximum annual contribution per employee percent | 6.00% | ||
Other Postretirement Benefit Plan [Member] | |||
Schedule of Defined Contribution Plans [Line Items] | |||
Employer match, percentage | 3.00% |
Pension and Retirement Plans 90
Pension and Retirement Plans - Multi-employer Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Compensation and Retirement Disclosure [Abstract] | |||
Employer contributions | $ 0.8 | $ 0.8 | $ 0.8 |
Contributions by employer represent less than percent | 5.00% | ||
Funded status | At least 80 percent | ||
Certified zone status | Green |
Financial Instruments - Schedul
Financial Instruments - Schedule of interest rate swaps (Details) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2013USD ($)instrument | Dec. 27, 2015USD ($)instrument | Dec. 28, 2014USD ($) | Dec. 29, 2013USD ($) | |
Derivative [Line Items] | ||||
Number of Instruments | instrument | 2 | |||
Current Notional Amount Hedged | $ 650,000,000 | |||
Accelerated reclassifications out of AOCL | 2,800,000 | $ 2,800,000 | ||
Accelerated reclassification out of AOCL, net of tax benefits | 1,700,000 | |||
Deferred income taxes | $ 9,100,000 | $ 115,584,000 | $ 159,537,000 | $ 67,852,000 |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | ||||
Derivative [Line Items] | ||||
Number of Instruments | instrument | 12 | |||
Current Notional Amount Hedged | $ 1,318,050,000 | |||
Interest rate swap, lower range | 1.05% | |||
Interest rate swap, upper range | 2.97% | |||
Ineffective portion of the change in fair value recognized directly in earning, estimated for next twelve months | $ 6,967,000 |
Financial Instruments - Sched92
Financial Instruments - Schedule of foreign currency exchange contracts (Details) CAD in Thousands | Dec. 27, 2015USD ($)instrument | Dec. 27, 2015CADinstrument | Jun. 30, 2013USD ($) |
Derivative [Line Items] | |||
Current Notional Amount Hedged | $ | $ 650,000,000 | ||
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | CAD Forward [Member] | |||
Derivative [Line Items] | |||
Number of Instruments | instrument | 12 | 12 | |
Current Notional Amount Hedged | $ 9,144,000 | CAD 12,000 | |
Derivative, Exchange Rate Floor | 1.312 | 1.312 | |
Derivative, Exchange Rate Cap | 1.313 | 1.313 |
Financial Instruments - Sched93
Financial Instruments - Schedule of derivative instruments not designated in qualifying hedging relationships (Details) - Not Designated as Hedging Instrument [Member] | Dec. 27, 2015MMBTUPoundsgalinstrument$ / MMBTU$ / lb$ / gal |
Diesel Fuel Contracts [Member] | |
Derivative [Line Items] | |
Number of Instruments | instrument | 3 |
Notional Purchased in Aggregate | gal | 9,309,557 |
Price/Index, Floor Price | $ / gal | 3.68 |
Price/Index, Cap Price | $ / gal | 3.80 |
Heating Oil Contracts [Member] | |
Derivative [Line Items] | |
Number of Instruments | instrument | 2 |
Notional Purchased in Aggregate | gal | 3,871,100 |
Price/Index, Floor Price | $ / gal | 1.80 |
Price/Index, Cap Price | $ / gal | 1.82 |
Natural Gas Contracts [Member] | |
Derivative [Line Items] | |
Number of Instruments | instrument | 2 |
Notional Purchased in Aggregate | MMBTU | 773,000 |
Price/Index, Floor Price | $ / MMBTU | 2.81 |
Price/Index, Cap Price | $ / MMBTU | 3.20 |
Soybean Oil Contracts [Member] | |
Derivative [Line Items] | |
Number of Instruments | instrument | 3 |
Notional Purchased in Aggregate | Pounds | 62,688,173 |
Price/Index, Floor Price | $ / lb | 0.31 |
Price/Index, Cap Price | $ / lb | 0.35 |
Financial Instruments - Sched94
Financial Instruments - Schedule of the fair value of financial instrument by Balance Sheet Classification (Details) - USD ($) $ in Thousands | Dec. 27, 2015 | Dec. 28, 2014 |
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | ||
Derivative [Line Items] | ||
Asset Derivatives | $ 471 | $ 7,714 |
Liability Derivatives | 18,868 | 4,543 |
Designated as Hedging Instrument [Member] | Interest Rate Contracts [Member] | Cash Flow Hedging [Member] | Other assets, net [Member] | ||
Derivative [Line Items] | ||
Asset Derivatives | 6,420 | |
Designated as Hedging Instrument [Member] | Interest Rate Contracts [Member] | Cash Flow Hedging [Member] | Accrued liabilities [Member] | ||
Derivative [Line Items] | ||
Liability Derivatives | 3,921 | 1,280 |
Designated as Hedging Instrument [Member] | Interest Rate Contracts [Member] | Cash Flow Hedging [Member] | Other long-term liabilities [Member] | ||
Derivative [Line Items] | ||
Liability Derivatives | 14,947 | 3,263 |
Designated as Hedging Instrument [Member] | Foreign Exchange Contracts [Member] | Cash Flow Hedging [Member] | Other current assets [Member] | ||
Derivative [Line Items] | ||
Asset Derivatives | 471 | 1,294 |
Not Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Asset Derivatives | 0 | 0 |
Liability Derivatives | 10,013 | 12,011 |
Not Designated as Hedging Instrument [Member] | Interest Rate Contracts [Member] | Accrued liabilities [Member] | ||
Derivative [Line Items] | ||
Liability Derivatives | 8,995 | |
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Accrued liabilities [Member] | ||
Derivative [Line Items] | ||
Liability Derivatives | 2,036 | |
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Other long-term liabilities [Member] | ||
Derivative [Line Items] | ||
Liability Derivatives | $ 7,977 | $ 3,016 |
Financial Instruments - Summary
Financial Instruments - Summary of derivative assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 27, 2015 | Dec. 28, 2014 |
Derivative Asset [Abstract] | ||
Gross Amounts Presented in the Consolidated Balance Sheet | $ 471 | $ 7,714 |
Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements | (471) | (5,039) |
Asset derivatives, Net Amount | 0 | 2,675 |
Derivative Liability [Abstract] | ||
Gross Amounts Presented in the Consolidated Balance Sheet | 28,881 | 16,554 |
Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements | (471) | (5,039) |
Liability, derivatives, Net Amount | $ 28,410 | $ 11,515 |
Financial Instruments - Sched96
Financial Instruments - Schedule of derivative financial instruments on the Consolidated Statements of Operations and Accumulated other comprehensive (loss) earnings (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2013 | Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | ||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Accelerated reclassifications out of AOCL | $ 2,800 | $ 2,800 | |||
Not Designated as Hedging Instrument [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Recognized in Earnings on Derivative | $ (9,292) | (12,933) | $ 535 | ||
Not Designated as Hedging Instrument [Member] | Interest Rate Contracts [Member] | Interest expense [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Recognized in Earnings on Derivative | (5) | (132) | |||
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Cost of products sold [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Recognized in Earnings on Derivative | (9,292) | (12,928) | 667 | ||
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Recognized in AOCL on Derivative (Effective Portion) | (22,078) | (24,841) | 29,260 | ||
Reclassified from AOCL into Earnings (Effective Portion) | (526) | 625 | (2,229) | ||
Recognized in Earnings on Derivative (Ineffective Portion) | (16) | 17 | 5 | ||
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Interest Rate Contracts [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Recognized in AOCL on Derivative (Effective Portion) | (24,482) | (27,313) | 27,817 | ||
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Interest Rate Contracts [Member] | Interest expense [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Reclassified from AOCL into Earnings (Effective Portion) | (3,737) | (877) | (4,000) | [1] | |
Recognized in Earnings on Derivative (Ineffective Portion) | 0 | 0 | 8 | ||
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Foreign Exchange Contracts [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Recognized in AOCL on Derivative (Effective Portion) | 2,404 | 2,472 | 1,443 | ||
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Foreign Exchange Contracts [Member] | Cost of products sold [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Reclassified from AOCL into Earnings (Effective Portion) | 3,211 | 1,502 | 1,771 | ||
Recognized in Earnings on Derivative (Ineffective Portion) | $ (16) | $ 17 | $ (3) | ||
[1] | Includes $2.8 million of accelerated reclassifications out of AOCL |
Financial Instruments - Sched97
Financial Instruments - Schedule of aggregate fair values of derivatives that contain credit risk-related contingent features (Details) - USD ($) $ in Thousands | Dec. 27, 2015 | Dec. 28, 2014 |
Credit Derivatives [Line Items] | ||
Termination Value | $ (30,970) | $ (10,529) |
Performance Risk Adjustment | 1,831 | 1,432 |
Accrued Interest | (728) | (257) |
Fair Value (excluding interest) | (28,410) | (8,840) |
Barclays [Member] | Commodity Contract [Member] | ||
Credit Derivatives [Line Items] | ||
Termination Value | (7,035) | (6,300) |
Performance Risk Adjustment | 116 | 0 |
Accrued Interest | 0 | 0 |
Fair Value (excluding interest) | (6,919) | (6,300) |
Bank of America [Member] | Commodity Contract [Member] | ||
Credit Derivatives [Line Items] | ||
Termination Value | (1,737) | |
Performance Risk Adjustment | 29 | |
Accrued Interest | 0 | |
Fair Value (excluding interest) | (1,709) | |
Macquarie Bank [Member] | Commodity Contract [Member] | ||
Credit Derivatives [Line Items] | ||
Termination Value | (1,408) | (5,711) |
Performance Risk Adjustment | 23 | 0 |
Accrued Interest | 0 | 0 |
Fair Value (excluding interest) | (1,386) | (5,711) |
Cash Flow Hedging [Member] | Barclays [Member] | Interest Rate Contracts [Member] | ||
Credit Derivatives [Line Items] | ||
Termination Value | (9,616) | 550 |
Performance Risk Adjustment | 773 | 667 |
Accrued Interest | (260) | (90) |
Fair Value (excluding interest) | (8,583) | 1,307 |
Cash Flow Hedging [Member] | Barclays [Member] | Foreign Exchange Contracts [Member] | ||
Credit Derivatives [Line Items] | ||
Termination Value | 1,294 | |
Performance Risk Adjustment | 0 | |
Accrued Interest | 0 | |
Fair Value (excluding interest) | 1,294 | |
Cash Flow Hedging [Member] | Bank of America [Member] | Interest Rate Contracts [Member] | ||
Credit Derivatives [Line Items] | ||
Termination Value | (5,879) | 1,578 |
Performance Risk Adjustment | 790 | 627 |
Accrued Interest | 0 | 0 |
Fair Value (excluding interest) | (5,089) | 2,205 |
Cash Flow Hedging [Member] | Bank of America [Member] | Foreign Exchange Contracts [Member] | ||
Credit Derivatives [Line Items] | ||
Termination Value | 470 | |
Performance Risk Adjustment | 1 | |
Accrued Interest | 0 | |
Fair Value (excluding interest) | 471 | |
Cash Flow Hedging [Member] | Credit Suisse [Member] | Interest Rate Contracts [Member] | ||
Credit Derivatives [Line Items] | ||
Termination Value | (2,627) | 322 |
Performance Risk Adjustment | 53 | 58 |
Accrued Interest | (260) | (90) |
Fair Value (excluding interest) | (2,314) | 470 |
Cash Flow Hedging [Member] | Macquarie Bank [Member] | Interest Rate Contracts [Member] | ||
Credit Derivatives [Line Items] | ||
Termination Value | (3,137) | (2,262) |
Performance Risk Adjustment | 47 | 80 |
Accrued Interest | (209) | (77) |
Fair Value (excluding interest) | $ (2,882) | $ (2,105) |
Commitments and Contingencies -
Commitments and Contingencies - Product Recall (Details) - Aunt Jemima Frozen Pancakes [Member] - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
Aug. 31, 2013 | Dec. 29, 2013 | |
Product Liability Contingency [Line Items] | ||
Proceeds from insurance settlement | $ 3.2 | |
Net Sales [Member] | ||
Product Liability Contingency [Line Items] | ||
Proceeds from insurance settlement | $ 2.3 | |
Marketing and selling expenses [Member] | ||
Product Liability Contingency [Line Items] | ||
Proceeds from insurance settlement | 0.9 | |
Birds Eye Frozen [Member] | ||
Product Liability Contingency [Line Items] | ||
Proceeds from insurance settlement | 2.7 | |
Duncan Hines Grocery [Member] | ||
Product Liability Contingency [Line Items] | ||
Proceeds from insurance settlement | $ 0.5 |
Commitments and Contingencies99
Commitments and Contingencies - Schedule of Operating Leases, Capital Leases and Purchase Commitments (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | ||
Operating leases | ||||
2,016 | $ 12,548 | |||
2,017 | 12,397 | |||
2,018 | 9,542 | |||
2,019 | 7,500 | |||
2,020 | 6,792 | |||
Thereafter | 15,241 | |||
Capital leases | ||||
2,016 | 6,739 | |||
2,017 | 1,988 | |||
2,018 | 2,008 | |||
2,019 | 912 | |||
2,020 | 909 | |||
Thereafter | 8,183 | |||
Purchase Commitments | ||||
2,016 | [1] | 638,720 | ||
2,017 | [1] | 36,815 | ||
2,018 | [1] | 12,871 | ||
2,019 | [1] | 7,336 | ||
2,020 | [1] | 7,336 | ||
Thereafter | [1] | 44,929 | ||
Rent expense | $ 15,300 | $ 14,100 | $ 13,000 | |
[1] | The amounts indicated in this line primarily reflect future contractual payments, including certain take-or-pay arrangements entered into as part of the normal course of business. The amounts do not include obligations related to other contractual purchase obligations that are not take-or-pay arrangements. Such contractual purchase obligations are primarily purchase orders at fair value that are part of normal operations and are reflected in historical operating cash flow trends. Purchase obligations also include trade and consumer promotion and advertising commitments. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | Apr. 03, 2013 | Dec. 31, 2013 | Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 |
Related Party Transaction [Line Items] | |||||
Termination of advisory fee agreement | $ 15,100 | ||||
Expenses from transactions with related party | 3,300 | ||||
Interest expense and fees recognized to a related party | $ 1,033 | $ 1,602 | $ 1,880 | ||
Majority Shareholder [Member] | |||||
Related Party Transaction [Line Items] | |||||
Underwriting fees paid | $ 2,000 | ||||
Financial consulting fees paid | $ 800 | ||||
Accrued liabilities | 100 | 200 | |||
Performance Food Group Company [Member] | |||||
Related Party Transaction [Line Items] | |||||
Sales to a related party | 6,300 | 4,600 | $ 4,100 | ||
Accounts receivable due from a related party | 200 | 200 | |||
Blackstone [Member] | |||||
Related Party Transaction [Line Items] | |||||
Advisory services provided by related parties | 3,800 | ||||
Secured Debt [Member] | Majority Shareholder [Member] | |||||
Related Party Transaction [Line Items] | |||||
Amount owed to related parties | $ 27,716 | $ 47,315 |
Segments - Schedule of Segment
Segments - Schedule of Segment Reporting Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 27, 2015USD ($) | Sep. 27, 2015USD ($) | Jun. 28, 2015USD ($) | Mar. 29, 2015USD ($) | Dec. 28, 2014USD ($) | Sep. 28, 2014USD ($) | Jun. 29, 2014USD ($) | Mar. 30, 2014USD ($) | Dec. 27, 2015USD ($)segment | Dec. 28, 2014USD ($) | Dec. 29, 2013USD ($) | ||
Segment Reporting Information [Line Items] | ||||||||||||
Number of operating segments | segment | 3 | |||||||||||
Net sales | $ 722,478 | $ 636,287 | $ 631,746 | $ 665,281 | $ 705,333 | $ 624,011 | $ 617,800 | $ 644,039 | $ 2,655,792 | $ 2,591,183 | $ 2,463,802 | |
Earnings before interest and taxes | 424,702 | 512,271 | 293,037 | |||||||||
Depreciation and amortization | 89,660 | 80,627 | 78,225 | |||||||||
Capital expenditures | [1] | 108,477 | 104,255 | 86,085 | ||||||||
Total assets | 5,340,083 | 5,200,945 | 5,340,083 | 5,200,945 | ||||||||
Long-lived assets | 631,109 | 605,906 | 631,109 | 605,906 | ||||||||
United States | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | 2,635,141 | 2,563,730 | 2,439,888 | |||||||||
Long-lived assets | 615,123 | 592,541 | 615,123 | 592,541 | ||||||||
Canada | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | 118,194 | 82,722 | 83,551 | |||||||||
Long-lived assets | 15,986 | 13,365 | 15,986 | 13,365 | ||||||||
Frozen [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | 1,384,587 | 1,278,147 | 1,266,217 | |||||||||
Meals and Meal Enhancers [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | 859,598 | 876,670 | 746,429 | |||||||||
Desserts [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | 309,702 | 331,766 | 346,856 | |||||||||
Snacks [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | 101,905 | 104,600 | 104,300 | |||||||||
Operating Segments [Member] | Birds Eye Frozen [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | 1,227,235 | 1,115,232 | 1,096,897 | |||||||||
Earnings before interest and taxes | 211,515 | 182,376 | 198,634 | |||||||||
Depreciation and amortization | 44,405 | 40,390 | 38,409 | |||||||||
Capital expenditures | [1] | 49,832 | 29,579 | 40,516 | ||||||||
Total assets | 2,267,771 | 2,123,902 | 2,267,771 | 2,123,902 | ||||||||
Operating Segments [Member] | Duncan Hines Grocery [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | 1,092,408 | 1,131,380 | 1,004,990 | |||||||||
Earnings before interest and taxes | 206,731 | 184,087 | 144,428 | |||||||||
Depreciation and amortization | 30,685 | 26,289 | 22,755 | |||||||||
Capital expenditures | [1] | 50,153 | 65,325 | 34,003 | ||||||||
Total assets | 2,675,110 | 2,612,311 | 2,675,110 | 2,612,311 | ||||||||
Operating Segments [Member] | Specialty Foods [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | 336,149 | 344,571 | 361,915 | |||||||||
Earnings before interest and taxes | 32,307 | 30,890 | 29,959 | |||||||||
Depreciation and amortization | 14,570 | 13,948 | 17,061 | |||||||||
Capital expenditures | [1] | 8,492 | 9,351 | 11,566 | ||||||||
Total assets | 352,663 | 343,177 | 352,663 | 343,177 | ||||||||
Unallocated corporate [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Earnings before interest and taxes | (25,851) | 114,918 | (79,984) | |||||||||
Total assets | $ 44,539 | $ 121,555 | 44,539 | 121,555 | ||||||||
Intercompany [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | $ (97,543) | $ (55,269) | $ (59,637) | |||||||||
[1] | Includes new capital leases. |
Provision for Income Taxes - Sc
Provision for Income Taxes - Schedule of the Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2013 | Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Current | ||||
Federal | $ 2,191 | $ 0 | $ 117 | |
State | 6,431 | 7,886 | 2,967 | |
Non-U.S. | (327) | 377 | 539 | |
Total Current | 8,295 | 8,263 | 3,623 | |
Deferred | ||||
Federal | 106,975 | 147,929 | 65,554 | |
State | 7,452 | 11,680 | 2,151 | |
Non-U.S. | 1,157 | (72) | 147 | |
Total Deferred | $ 9,100 | 115,584 | 159,537 | 67,852 |
Provision for income taxes | 123,879 | 167,800 | 71,475 | |
Earnings before income taxes | ||||
United States | 332,020 | 415,149 | 158,190 | |
Non-U.S. | 4,367 | 1,069 | 2,634 | |
Earnings before income taxes | $ 336,387 | $ 416,218 | $ 160,824 | |
Effective Income Tax Rate | ||||
Federal statutory income tax rate | 35.00% | 35.00% | 35.00% | |
State income taxes (net of federal benefit) | 2.70% | 3.10% | 2.10% | |
Tax effect resulting from international activities | (0.60%) | 0.00% | (0.20%) | |
Domestic production activities deduction | (0.30%) | (0.00%) | (0.00%) | |
Non-deductible expenses | 0.30% | 0.20% | 0.50% | |
Equity based compensation | 0.10% | 2.00% | 0.60% | |
Uncertain tax positions | 0.00% | 0.00% | 1.30% | |
Swap De-designation | 0.00% | 0.00% | 5.00% | |
Other | (0.40%) | 0.00% | 0.10% | |
Effective income tax rate | 36.80% | 40.30% | 44.40% |
Provision for Income Taxes -103
Provision for Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 27, 2015 | Dec. 28, 2014 |
Deferred Tax Assets, Gross [Abstract] | ||
Accrued liabilities | $ 11,907 | $ 14,120 |
Inventories | 5,974 | 8,328 |
Benefits and compensation | 25,689 | 22,276 |
Hedges | 7,159 | 0 |
Net operating loss carryforwards | 85,742 | 165,045 |
Federal & state tax credits | 3,655 | 4,041 |
Postretirement benefits | 23,401 | 21,966 |
Alternative minimum tax | 1,993 | 1,924 |
Other | 3,129 | 4,225 |
Subtotal | 168,649 | 241,925 |
Valuation allowance | (1,487) | (1,706) |
Total net deferred tax assets | 167,162 | 240,219 |
Deferred Tax Liabilities, Gross [Abstract] | ||
Other intangible assets | (749,498) | (731,240) |
Partnership interest | (8,866) | (8,887) |
Plant assets | (105,563) | (94,147) |
Unremitted earnings | 0 | (3,672) |
Hedges | 0 | (1,050) |
Other | (679) | (836) |
Total deferred tax liabilities | (864,606) | (839,832) |
Net deferred tax liability | (697,444) | (599,613) |
Amounts recognized in the Consolidated Balance Sheets | ||
Current net deferred tax assets | 40,571 | 121,788 |
Long-term net deferred tax liability | $ (738,015) | $ (721,401) |
Provision for Income Taxes -104
Provision for Income Taxes - Schedule of Valuation Allowance (Details) - Valuation Allowance of Deferred Tax Assets [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Deferred tax valuation allowance, Beginning balance | $ 2,288 | $ 3,952 | $ 13,354 |
Additions | 623 | 0 | 0 |
Acquisitions | 0 | 0 | 0 |
Deductions | (624) | (1,664) | (9,402) |
Deferred tax valuation allowance, Ending balance | $ 2,287 | $ 2,288 | $ 3,952 |
Provision for Income Taxes -105
Provision for Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Gross unrecognized tax positions at beginning of year | $ 8,242 | $ 6,905 | $ 8,507 |
Increase for tax positions related to prior periods | 0 | 1,300 | 0 |
Decrease for tax positions related to prior periods | 0 | 0 | 0 |
Increase for tax positions related to the current period | 558 | 204 | 2,569 |
Decrease related to settlement with tax authorities | 0 | 0 | (4,122) |
Reductions due to lapse of applicable statutes of limitations | (189) | (167) | (49) |
Gross unrecognized tax positions at end of year | $ 8,611 | $ 8,242 | $ 6,905 |
Provision for Income Taxes - Na
Provision for Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2013 | Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | |
Operating Loss Carryforwards [Line Items] | |||||
Production Activities Deduction | 0.30% | 0.00% | 0.00% | ||
Tax benefit of repatriated foreign earnings | $ 1,400 | ||||
Tax differential on foreign subsidiaries, benefit | 0.60% | (0.00%) | 0.20% | ||
Reduction in current taxes payable on net termination fee from utilization of net operating loss carryover | $ 3,000 | ||||
Non-deductible, equity-based compensation expense, recognized amount | 23,700 | ||||
Deferred income taxes | $ 9,100 | $ 115,584 | 159,537 | $ 67,852 | |
Net operating losses | 443,700 | ||||
Unrecognized Tax Benefits | 8,611 | 8,242 | 6,905 | $ 8,507 | |
Increase resulting from the settlement of tax examinations | 100 | ||||
Unrecognized tax benefits that would impact effective tax rate | 2,800 | ||||
Potential decrease in uncertain tax positions in next twelve months | 200 | ||||
Interest and penalty income associated with uncertain tax positions | (100) | 0 | 200 | ||
Accrued interest and penalties | 200 | 100 | |||
Domestic Tax Authority [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Net operating losses | 1,500 | ||||
Operating loss carryforwards, annual limitation | 17,100 | ||||
State and Local Jurisdiction | |||||
Operating Loss Carryforwards [Line Items] | |||||
Net operating losses | 282,900 | ||||
Tax credits | 3,100 | ||||
Foreign Tax Authority [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Net operating losses | 500 | ||||
Domestic and Foreign Tax Authority [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Net increase in unrecognized tax benefit | 400 | ||||
Exceeds Limitation [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Net operating losses | 237,200 | ||||
Reclassification out of Accumulated Other Comprehensive Income [Member] | Interest Rate Swap [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Deferred income taxes | $ 9,100 | ||||
Hillshire Merger Termination [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Net income from terminated merger agreement | $ 145,600 | ||||
State Net Operating Loss and Credits [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Valuation allowance increase (decrease) | 600 | ||||
Write-off of Foreign Net Operating Loss Carryover [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Valuation allowance increase (decrease) | $ (600) |
Quarterly Results (Unaudited) -
Quarterly Results (Unaudited) - Summary of Quarterly Results (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||
Dec. 27, 2015 | Sep. 27, 2015 | Jun. 30, 2015 | Feb. 28, 2015 | Dec. 31, 2014 | Aug. 31, 2014 | May. 31, 2014 | Feb. 28, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | May. 31, 2013 | Dec. 27, 2015 | Sep. 27, 2015 | Jun. 28, 2015 | Mar. 29, 2015 | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | ||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||||||||||||||
Net sales | $ 722,478 | $ 636,287 | $ 631,746 | $ 665,281 | $ 705,333 | $ 624,011 | $ 617,800 | $ 644,039 | $ 2,655,792 | $ 2,591,183 | $ 2,463,802 | ||||||||||||||||||||||
Cost of products sold | 499,653 | 459,432 | 462,637 | 493,564 | 516,915 | 460,109 | 455,583 | 477,378 | 1,915,286 | 1,909,985 | 1,809,553 | ||||||||||||||||||||||
Gross profit | 222,825 | 176,855 | 169,109 | 171,717 | 188,418 | 163,902 | 162,217 | 166,661 | 740,506 | 681,198 | 654,249 | ||||||||||||||||||||||
Net earnings (loss) | $ 79,195 | $ 48,098 | $ 43,679 | $ 41,536 | $ 36,129 | $ 135,957 | $ 35,584 | $ 40,748 | $ 212,508 | $ 248,418 | $ 89,349 | ||||||||||||||||||||||
Basic (in dollars per share) | $ 0.68 | [1] | $ 0.41 | [1] | $ 0.38 | [1] | $ 0.36 | [1] | $ 0.31 | [1] | $ 1.17 | [1] | $ 0.31 | [1] | $ 0.35 | [1] | $ 1.83 | [1] | $ 2.15 | [1] | $ 0.84 | ||||||||||||
Weighted average shares outstanding-basic | 116,105,000 | [1] | 116,085,000 | [1] | 116,031,000 | [1] | 115,906,000 | [1] | 115,780,000 | [1] | 115,728,000 | [1] | 115,690,000 | [1] | 115,592,000 | [1] | 116,031,648 | 115,697,621 | 106,841,198 | ||||||||||||||
Diluted (in dollars per share) | $ 0.67 | [1] | $ 0.41 | [1] | $ 0.37 | [1] | $ 0.35 | [1] | $ 0.31 | [1] | $ 1.16 | [1] | $ 0.30 | [1] | $ 0.35 | [1] | $ 1.81 | [1] | $ 2.13 | [1] | $ 0.82 | ||||||||||||
Weighted average shares outstanding- diluted | 117,503,000 | [1] | 117,470,000 | [1] | 117,281,000 | [1] | 117,036,000 | [1] | 116,950,000 | [1] | 117,004,000 | [1] | 116,901,000 | [1] | 116,687,000 | [1] | 117,322,526 | 116,885,222 | 108,618,740 | ||||||||||||||
Dividends declared (in dollars per share) | $ 0.255 | $ 0.255 | $ 0.235 | $ 0.235 | $ 0.235 | $ 0.235 | $ 0.21 | $ 0.21 | $ 0.21 | $ 0.18 | $ 0.18 | $ 0.255 | [1] | $ 0.255 | [1] | $ 0.235 | [1] | $ 0.235 | [1] | $ 0.235 | [1] | $ 0.235 | [1] | $ 0.21 | [1] | $ 0.21 | [1] | $ 0.98 | [1] | $ 0.89 | [1] | $ 0.57 | |
Market price - high (in dollars per share) | [1] | 44.75 | 47.41 | 47.35 | 40.89 | 35.85 | 34.21 | 35.67 | 29.56 | 47.41 | 35.85 | ||||||||||||||||||||||
Market price - low (in dollars per share) | [1] | $ 40.27 | $ 43.21 | $ 39.79 | $ 34.77 | $ 31.34 | $ 30.03 | $ 28.64 | $ 26.09 | $ 34.77 | $ 26.09 | ||||||||||||||||||||||
[1] | The sum of the individual per share amounts may not add due to rounding. |
Quarterly Results (Unaudited108
Quarterly Results (Unaudited) - Summary of Net Earnings Impact (Details) - USD ($) $ in Thousands | Nov. 21, 2014 | Dec. 27, 2015 | Sep. 27, 2015 | Jun. 28, 2015 | Mar. 29, 2015 | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Segment Reporting Information [Line Items] | ||||||||||||
Stock compensation expense | $ 23,700 | $ 15,122 | $ 35,951 | $ 7,933 | ||||||||
Termination of Hillshire merger fee agreement, net of costs | 0 | 152,982 | 0 | |||||||||
Boulder Brands Inc. [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Acquisition related costs | $ 2,100 | 1,713 | 0 | 0 | ||||||||
Cost of products sold [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Acquisition related costs | [1] | 2,448 | $ 2,011 | $ 1,677 | $ 2,489 | 8,625 | ||||||
Cost of products sold [Member] | Liquidity Event [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Stock compensation expense | [2] | $ 2,644 | 2,644 | |||||||||
Cost of products sold [Member] | Garden Protein International, Inc. [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Acquisition related costs | [3] | 636 | 636 | |||||||||
Cost of products sold [Member] | Hillshire Merger Termination [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Acquisition related costs | [4] | 1,438 | $ 1,452 | 2,890 | ||||||||
Marketing and selling expenses [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Stock compensation expense | 3,642 | 5,836 | 1,399 | |||||||||
Marketing and selling expenses [Member] | Liquidity Event [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Stock compensation expense | [2] | 3,317 | 3,317 | |||||||||
Marketing and selling expenses [Member] | Hillshire Merger Termination [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Acquisition related costs | [4] | 988 | 975 | 1,963 | ||||||||
Administrative expenses [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Stock compensation expense | 7,461 | 23,977 | 5,792 | |||||||||
Share-based compensation expense as result of liquidity event | 23,700 | |||||||||||
Administrative expenses [Member] | Liquidity Event [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Stock compensation expense | [2] | 17,676 | 17,676 | |||||||||
Administrative expenses [Member] | Hillshire Merger Termination [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Acquisition related costs | [4] | 1,108 | 1,121 | 2,229 | ||||||||
Research and development expense [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Stock compensation expense | 372 | 573 | $ 109 | |||||||||
Research and development expense [Member] | Liquidity Event [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Stock compensation expense | [2] | 94 | 94 | |||||||||
Research and development expense [Member] | Hillshire Merger Termination [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Acquisition related costs | [4] | 162 | 165 | 327 | ||||||||
Termination of Hillshire merger fee agreement, net of costs | [4] | 6 | $ (155,073) | $ 2,085 | (152,982) | |||||||
Other expense (income), net [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Foreign exchange losses/Acquisition costs | [5] | 1,051 | $ 2,102 | $ (700) | $ 2,278 | 4,731 | ||||||
Other expense (income), net [Member] | Boulder Brands Inc. [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Foreign exchange losses/Acquisition costs | [6] | $ 1,713 | $ 1,713 | |||||||||
Other expense (income), net [Member] | Garden Protein International, Inc. [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Acquisition related costs | 3,100 | |||||||||||
Foreign exchange losses/Acquisition costs | [3] | $ 3,776 | 3,776 | |||||||||
Acquisition related costs, foreign exchange loss | 700 | |||||||||||
Fair Value Adjustment to Inventory [Member] | Cost of products sold [Member] | Garden Protein International, Inc. [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Acquisition related costs | $ 600 | |||||||||||
[1] | The Company recorded integration costs related to the Garden Protein and Wish-Bone acquisitions. | |||||||||||
[2] | The Company recorded approximately $23.7 million of equity based compensation expense resulting from the Liquidity event. This is explained in greater detail in Note 5 to the Consolidated Financial Statements and is primarily recorded in Administration expense. | |||||||||||
[3] | Garden Protein acquisition costs include $0.6 million of charges recorded in Cost of products sold, primarily resulting from the step-up of inventories acquired and sold during 2014, $3.1 million of transaction costs recorded in Other expense (income), net and $0.7 million of foreign exchange losses from intra-entity loans resulting from the Garden Protein acquisition that are anticipated to be settled in the foreseeable future recorded in Other expense (income), net. | |||||||||||
[4] | The Company recorded a merger termination fee payment, net of costs incurred related to the terminated merger agreement for the sale of the Company to The Hillshire Brands Company ("Hillshire"). This is explained in greater detail in Note 7 to the Consolidated Financial Statements. | |||||||||||
[5] | The Company recorded foreign exchange losses from intra-entity loans resulting from the Garden Protein acquisition that are anticipated to be settled in the foreseeable future. | |||||||||||
[6] | Boulder Brands acquisition costs primarily consist of legal, accounting and other professional fees. This is explained in greater detail in Note 19 to the Consolidated Financial Statements. |
Guarantor and Nonguarantor S109
Guarantor and Nonguarantor Statements - Narrative (Details) | 12 Months Ended | ||
Dec. 27, 2015 | Dec. 28, 2014 | Apr. 29, 2013 | |
Debt Instrument [Line Items] | |||
Percent owned domestic subsidiaries that guarantee other indebtedness of the Company | 100.00% | ||
Senior Notes [Member] | 4.875% Senior Notes Due 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Fixed interest rate | 4.875% | 4.875% | 4.875% |
Guarantor and Nonguarantor S110
Guarantor and Nonguarantor Statements - Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Current assets: | ||||
Cash and cash equivalents | $ 180,549 | $ 38,477 | $ 116,739 | $ 92,281 |
Accounts receivable, net | 219,736 | 190,754 | ||
Intercompany accounts receivable | 0 | 0 | ||
Inventories, net | 403,101 | 356,467 | ||
Other current assets | 13,677 | 8,223 | ||
Deferred tax assets | 40,571 | 121,788 | ||
Total current assets | 857,634 | 715,709 | ||
Plant assets, net | 631,109 | 605,906 | ||
Investment in subsidiaries | 0 | 0 | ||
Intercompany note receivable | 0 | 0 | ||
Tradenames | 2,001,048 | 2,001,874 | ||
Other assets, net | 136,284 | 157,896 | ||
Deferred tax assets | 0 | 0 | ||
Goodwill | 1,714,008 | 1,719,560 | 1,628,095 | |
Total assets | 5,340,083 | 5,200,945 | ||
Current liabilities: | ||||
Short-term borrowings | 2,225 | 2,396 | ||
Current portion of long-term obligations | 14,847 | 11,916 | ||
Accounts payable | 211,039 | 198,579 | ||
Intercompany accounts payable | 0 | 0 | ||
Accrued trade marketing expense | 46,228 | 36,210 | ||
Accrued liabilities | 100,510 | 106,488 | ||
Dividends payable | 30,798 | 27,847 | ||
Total current liabilities | 405,647 | 383,436 | ||
Long-term debt | 2,272,932 | 2,285,984 | ||
Intercompany note payable | 0 | 0 | ||
Pension and other postretirement benefits | 63,454 | 61,830 | ||
Other long-term liabilities | 54,506 | 34,305 | ||
Deferred tax liabilities | 738,015 | 721,401 | ||
Total liabilities | $ 3,534,554 | $ 3,486,956 | ||
Commitments and contingencies | ||||
Shareholder’s equity: | ||||
Pinnacle Common Stock | $ 1,176 | $ 1,173 | ||
Additional paid-in-capital | 1,378,521 | 1,363,129 | ||
Retained earnings | 517,330 | 419,531 | ||
Accumulated other comprehensive loss | (59,388) | (37,734) | ||
Capital stock in treasury | (32,110) | (32,110) | ||
Total shareholders' equity | 1,805,529 | 1,713,989 | 1,598,041 | 888,726 |
Total liabilities and shareholders' equity | 5,340,083 | 5,200,945 | ||
Pinnacle Foods Inc. [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Accounts receivable, net | 0 | 0 | ||
Intercompany accounts receivable | 92,475 | 89,361 | ||
Inventories, net | 0 | 0 | ||
Other current assets | 0 | 0 | ||
Deferred tax assets | 0 | 0 | ||
Total current assets | 92,475 | 89,361 | ||
Plant assets, net | 0 | 0 | ||
Investment in subsidiaries | 1,744,015 | 1,652,475 | ||
Intercompany note receivable | 0 | 0 | ||
Tradenames | 0 | 0 | ||
Other assets, net | 0 | 0 | ||
Deferred tax assets | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Total assets | 1,836,490 | 1,741,836 | ||
Current liabilities: | ||||
Short-term borrowings | 0 | 0 | ||
Current portion of long-term obligations | 0 | 0 | ||
Accounts payable | 0 | 0 | ||
Intercompany accounts payable | 0 | 0 | ||
Accrued trade marketing expense | 0 | 0 | ||
Accrued liabilities | 163 | 0 | ||
Dividends payable | 30,798 | 27,847 | ||
Total current liabilities | 30,961 | 27,847 | ||
Long-term debt | 0 | 0 | ||
Intercompany note payable | 0 | 0 | ||
Pension and other postretirement benefits | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Deferred tax liabilities | 0 | 0 | ||
Total liabilities | $ 30,961 | $ 27,847 | ||
Commitments and contingencies | ||||
Shareholder’s equity: | ||||
Pinnacle Common Stock | $ 1,176 | $ 1,173 | ||
Additional paid-in-capital | 1,378,521 | 1,363,129 | ||
Retained earnings | 517,330 | 419,531 | ||
Accumulated other comprehensive loss | (59,388) | (37,734) | ||
Capital stock in treasury | (32,110) | (32,110) | ||
Total shareholders' equity | 1,805,529 | 1,713,989 | ||
Total liabilities and shareholders' equity | 1,836,490 | 1,741,836 | ||
Pinnacle Foods Finance LLC [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Accounts receivable, net | 0 | 0 | ||
Intercompany accounts receivable | 0 | 0 | ||
Inventories, net | 0 | 0 | ||
Other current assets | 470 | 1,294 | ||
Deferred tax assets | 1,670 | 1,015 | ||
Total current assets | 2,140 | 2,309 | ||
Plant assets, net | 0 | 0 | ||
Investment in subsidiaries | 2,428,472 | 2,188,789 | ||
Intercompany note receivable | 2,084,130 | 2,086,775 | ||
Tradenames | 0 | 0 | ||
Other assets, net | 16,855 | 26,757 | ||
Deferred tax assets | 332,372 | 307,584 | ||
Goodwill | 0 | 0 | ||
Total assets | 4,863,969 | 4,612,214 | ||
Current liabilities: | ||||
Short-term borrowings | 0 | 0 | ||
Current portion of long-term obligations | 5,250 | 5,250 | ||
Accounts payable | 0 | 0 | ||
Intercompany accounts payable | 815,100 | 664,675 | ||
Accrued trade marketing expense | 0 | 0 | ||
Accrued liabilities | 18,152 | 22,137 | ||
Dividends payable | 0 | 0 | ||
Total current liabilities | 838,502 | 692,062 | ||
Long-term debt | 2,258,528 | 2,261,397 | ||
Intercompany note payable | 0 | 0 | ||
Pension and other postretirement benefits | 0 | 0 | ||
Other long-term liabilities | 22,924 | 6,280 | ||
Deferred tax liabilities | 0 | 0 | ||
Total liabilities | $ 3,119,954 | $ 2,959,739 | ||
Commitments and contingencies | ||||
Shareholder’s equity: | ||||
Pinnacle Common Stock | $ 0 | $ 0 | ||
Additional paid-in-capital | 1,379,697 | 1,364,302 | ||
Retained earnings | 423,706 | 325,907 | ||
Accumulated other comprehensive loss | (59,388) | (37,734) | ||
Capital stock in treasury | 0 | 0 | ||
Total shareholders' equity | 1,744,015 | 1,652,475 | ||
Total liabilities and shareholders' equity | 4,863,969 | 4,612,214 | ||
Guarantor Subsidiaries [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 177,669 | 32,942 | 104,345 | 83,123 |
Accounts receivable, net | 214,690 | 176,822 | ||
Intercompany accounts receivable | 725,074 | 575,842 | ||
Inventories, net | 392,404 | 344,589 | ||
Other current assets | 11,860 | 6,756 | ||
Deferred tax assets | 38,516 | 120,488 | ||
Total current assets | 1,560,213 | 1,257,439 | ||
Plant assets, net | 615,123 | 592,541 | ||
Investment in subsidiaries | 26,433 | 75,740 | ||
Intercompany note receivable | 8,398 | 7,270 | ||
Tradenames | 1,996,800 | 1,951,392 | ||
Other assets, net | 118,621 | 119,336 | ||
Deferred tax assets | 0 | 0 | ||
Goodwill | 1,692,715 | 1,638,946 | ||
Total assets | 6,018,303 | 5,642,664 | ||
Current liabilities: | ||||
Short-term borrowings | 2,225 | 2,396 | ||
Current portion of long-term obligations | 9,515 | 6,746 | ||
Accounts payable | 206,082 | 194,671 | ||
Intercompany accounts payable | 0 | 0 | ||
Accrued trade marketing expense | 44,096 | 33,039 | ||
Accrued liabilities | 79,468 | 73,911 | ||
Dividends payable | 0 | 0 | ||
Total current liabilities | 341,386 | 310,763 | ||
Long-term debt | 14,055 | 24,142 | ||
Intercompany note payable | 2,075,113 | 2,005,593 | ||
Pension and other postretirement benefits | 63,454 | 61,830 | ||
Other long-term liabilities | 28,195 | 24,368 | ||
Deferred tax liabilities | 1,067,628 | 1,027,179 | ||
Total liabilities | $ 3,589,831 | $ 3,453,875 | ||
Commitments and contingencies | ||||
Shareholder’s equity: | ||||
Pinnacle Common Stock | $ 0 | $ 0 | ||
Additional paid-in-capital | 1,301,642 | 1,285,084 | ||
Retained earnings | 1,169,032 | 942,185 | ||
Accumulated other comprehensive loss | (42,202) | (38,480) | ||
Capital stock in treasury | 0 | 0 | ||
Total shareholders' equity | 2,428,472 | 2,188,789 | ||
Total liabilities and shareholders' equity | 6,018,303 | 5,642,664 | ||
Nonguarantor Subsidiaries [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 2,880 | 5,535 | 12,394 | 9,158 |
Accounts receivable, net | 5,046 | 13,932 | ||
Intercompany accounts receivable | 0 | 0 | ||
Inventories, net | 10,697 | 11,878 | ||
Other current assets | 1,347 | 173 | ||
Deferred tax assets | 385 | 285 | ||
Total current assets | 20,355 | 31,803 | ||
Plant assets, net | 15,986 | 13,365 | ||
Investment in subsidiaries | 0 | 0 | ||
Intercompany note receivable | 9,800 | 9,800 | ||
Tradenames | 4,248 | 50,482 | ||
Other assets, net | 808 | 11,803 | ||
Deferred tax assets | 0 | 0 | ||
Goodwill | 21,293 | 80,614 | ||
Total assets | 72,490 | 197,867 | ||
Current liabilities: | ||||
Short-term borrowings | 0 | 0 | ||
Current portion of long-term obligations | 82 | (80) | ||
Accounts payable | 4,957 | 3,908 | ||
Intercompany accounts payable | 2,449 | 528 | ||
Accrued trade marketing expense | 2,132 | 3,171 | ||
Accrued liabilities | $ 2,727 | 10,440 | ||
Dividends payable | 0 | |||
Total current liabilities | $ 12,347 | 17,967 | ||
Long-term debt | 349 | 445 | ||
Intercompany note payable | 27,215 | 98,252 | ||
Pension and other postretirement benefits | 0 | 0 | ||
Other long-term liabilities | 3,387 | 3,657 | ||
Deferred tax liabilities | 2,759 | 1,806 | ||
Total liabilities | $ 46,057 | $ 122,127 | ||
Commitments and contingencies | ||||
Shareholder’s equity: | ||||
Pinnacle Common Stock | $ 0 | $ 0 | ||
Additional paid-in-capital | 20,476 | 67,181 | ||
Retained earnings | 14,212 | 10,977 | ||
Accumulated other comprehensive loss | (8,255) | (2,418) | ||
Capital stock in treasury | 0 | 0 | ||
Total shareholders' equity | 26,433 | 75,740 | ||
Total liabilities and shareholders' equity | 72,490 | 197,867 | ||
Eliminations and Reclassifications [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 |
Accounts receivable, net | 0 | 0 | ||
Intercompany accounts receivable | (817,549) | (665,203) | ||
Inventories, net | 0 | 0 | ||
Other current assets | 0 | 0 | ||
Deferred tax assets | 0 | 0 | ||
Total current assets | (817,549) | (665,203) | ||
Plant assets, net | 0 | 0 | ||
Investment in subsidiaries | (4,198,920) | (3,917,004) | ||
Intercompany note receivable | (2,102,328) | (2,103,845) | ||
Tradenames | 0 | 0 | ||
Other assets, net | 0 | 0 | ||
Deferred tax assets | (332,372) | (307,584) | ||
Goodwill | 0 | 0 | ||
Total assets | (7,451,169) | (6,993,636) | ||
Current liabilities: | ||||
Short-term borrowings | 0 | 0 | ||
Current portion of long-term obligations | 0 | 0 | ||
Accounts payable | 0 | 0 | ||
Intercompany accounts payable | (817,549) | (665,203) | ||
Accrued trade marketing expense | 0 | 0 | ||
Accrued liabilities | 0 | 0 | ||
Dividends payable | 0 | 0 | ||
Total current liabilities | (817,549) | (665,203) | ||
Long-term debt | 0 | 0 | ||
Intercompany note payable | (2,102,328) | (2,103,845) | ||
Pension and other postretirement benefits | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Deferred tax liabilities | (332,372) | (307,584) | ||
Total liabilities | $ (3,252,249) | $ (3,076,632) | ||
Commitments and contingencies | ||||
Shareholder’s equity: | ||||
Pinnacle Common Stock | $ 0 | $ 0 | ||
Additional paid-in-capital | (2,701,815) | (2,716,567) | ||
Retained earnings | (1,606,950) | (1,279,069) | ||
Accumulated other comprehensive loss | 109,845 | 78,632 | ||
Capital stock in treasury | 0 | 0 | ||
Total shareholders' equity | (4,198,920) | (3,917,004) | ||
Total liabilities and shareholders' equity | $ (7,451,169) | $ (6,993,636) |
Guarantor and Nonguarantor S111
Guarantor and Nonguarantor Statements - Statements of Operations and Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 27, 2015 | Sep. 27, 2015 | Jun. 28, 2015 | Mar. 29, 2015 | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net sales | $ 722,478 | $ 636,287 | $ 631,746 | $ 665,281 | $ 705,333 | $ 624,011 | $ 617,800 | $ 644,039 | $ 2,655,792 | $ 2,591,183 | $ 2,463,802 |
Cost of products sold | 499,653 | 459,432 | 462,637 | 493,564 | 516,915 | 460,109 | 455,583 | 477,378 | 1,915,286 | 1,909,985 | 1,809,553 |
Gross profit | 222,825 | 176,855 | 169,109 | 171,717 | 188,418 | 163,902 | 162,217 | 166,661 | 740,506 | 681,198 | 654,249 |
Operating expenses | |||||||||||
Marketing and selling expenses | 176,702 | 177,372 | 175,702 | ||||||||
Administrative expenses | 107,004 | 117,275 | 119,790 | ||||||||
Research and development expenses | 12,992 | 11,281 | 10,516 | ||||||||
Intercompany royalties | 0 | 0 | 0 | ||||||||
Intercompany technical service fees | 0 | 0 | 0 | ||||||||
Termination fee received, net of costs, associated with the Hillshire merger agreement | 0 | (152,982) | 0 | ||||||||
Goodwill impairment charge | 0 | ||||||||||
Other expense (income), net | 19,106 | 15,981 | 55,204 | ||||||||
Equity in (earnings) loss of investees | 0 | 0 | 0 | ||||||||
Total operating expenses | 315,804 | 168,927 | 361,212 | ||||||||
Earnings before interest and taxes | 424,702 | 512,271 | 293,037 | ||||||||
Intercompany interest (income) expense | 0 | 0 | 0 | ||||||||
Interest expense | 88,513 | 96,174 | 132,354 | ||||||||
Interest income | 198 | 121 | 141 | ||||||||
Earnings before income taxes | 336,387 | 416,218 | 160,824 | ||||||||
Provision (benefit) for income taxes | 123,879 | 167,800 | 71,475 | ||||||||
Net earnings | $ 79,195 | $ 48,098 | $ 43,679 | $ 41,536 | $ 36,129 | $ 135,957 | $ 35,584 | $ 40,748 | 212,508 | 248,418 | 89,349 |
Comprehensive earnings (loss) | 190,854 | 218,181 | 143,405 | ||||||||
Pinnacle Foods Inc. [Member] | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net sales | 0 | 0 | 0 | ||||||||
Cost of products sold | 0 | 0 | 0 | ||||||||
Gross profit | 0 | 0 | 0 | ||||||||
Operating expenses | |||||||||||
Marketing and selling expenses | 0 | 0 | 0 | ||||||||
Administrative expenses | 0 | 0 | 0 | ||||||||
Research and development expenses | 0 | 0 | 0 | ||||||||
Intercompany royalties | 0 | 0 | 0 | ||||||||
Intercompany technical service fees | 0 | 0 | 0 | ||||||||
Termination fee received, net of costs, associated with the Hillshire merger agreement | 0 | (152,982) | 0 | ||||||||
Goodwill impairment charge | 0 | ||||||||||
Other expense (income), net | 0 | 0 | 0 | ||||||||
Equity in (earnings) loss of investees | (212,508) | (154,793) | (89,349) | ||||||||
Total operating expenses | (212,508) | (307,775) | (89,349) | ||||||||
Earnings before interest and taxes | 212,508 | 307,775 | 89,349 | ||||||||
Intercompany interest (income) expense | 0 | 0 | 0 | ||||||||
Interest expense | 0 | 0 | 0 | ||||||||
Interest income | 0 | 0 | 0 | ||||||||
Earnings before income taxes | 212,508 | 307,775 | 89,349 | ||||||||
Provision (benefit) for income taxes | 0 | 59,357 | 0 | ||||||||
Net earnings | 212,508 | 248,418 | 89,349 | ||||||||
Comprehensive earnings (loss) | 190,854 | 218,181 | 143,405 | ||||||||
Pinnacle Foods Finance LLC [Member] | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net sales | 0 | 0 | 0 | ||||||||
Cost of products sold | 0 | 0 | 636 | ||||||||
Gross profit | 0 | 0 | (636) | ||||||||
Operating expenses | |||||||||||
Marketing and selling expenses | 0 | 0 | 1,399 | ||||||||
Administrative expenses | 0 | 742 | 18,114 | ||||||||
Research and development expenses | 0 | 0 | 109 | ||||||||
Intercompany royalties | 0 | 0 | 0 | ||||||||
Intercompany technical service fees | 0 | 0 | 0 | ||||||||
Termination fee received, net of costs, associated with the Hillshire merger agreement | 0 | ||||||||||
Goodwill impairment charge | 0 | ||||||||||
Other expense (income), net | 3,663 | 2,620 | 34,180 | ||||||||
Equity in (earnings) loss of investees | (226,847) | (173,467) | (159,930) | ||||||||
Total operating expenses | (223,184) | (170,105) | (106,128) | ||||||||
Earnings before interest and taxes | 223,184 | 170,105 | 105,492 | ||||||||
Intercompany interest (income) expense | (68,701) | (66,993) | (68,983) | ||||||||
Interest expense | 86,745 | 94,144 | 130,386 | ||||||||
Interest income | 0 | 0 | 0 | ||||||||
Earnings before income taxes | 205,140 | 142,954 | 44,089 | ||||||||
Provision (benefit) for income taxes | (7,368) | (11,839) | (45,260) | ||||||||
Net earnings | 212,508 | 154,793 | 89,349 | ||||||||
Comprehensive earnings (loss) | 190,854 | 124,556 | 143,405 | ||||||||
Guarantor Subsidiaries [Member] | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net sales | 2,635,141 | 2,563,730 | 2,439,888 | ||||||||
Cost of products sold | 1,915,267 | 1,894,503 | 1,797,345 | ||||||||
Gross profit | 719,874 | 669,227 | 642,543 | ||||||||
Operating expenses | |||||||||||
Marketing and selling expenses | 168,239 | 171,267 | 168,092 | ||||||||
Administrative expenses | 100,556 | 112,180 | 98,020 | ||||||||
Research and development expenses | 12,492 | 11,209 | 10,407 | ||||||||
Intercompany royalties | 0 | 0 | 0 | ||||||||
Intercompany technical service fees | 0 | 0 | 0 | ||||||||
Termination fee received, net of costs, associated with the Hillshire merger agreement | 0 | ||||||||||
Goodwill impairment charge | 0 | ||||||||||
Other expense (income), net | 15,338 | 13,177 | 21,024 | ||||||||
Equity in (earnings) loss of investees | (3,235) | (473) | (1,662) | ||||||||
Total operating expenses | 293,390 | 307,360 | 295,881 | ||||||||
Earnings before interest and taxes | 426,484 | 361,867 | 346,662 | ||||||||
Intercompany interest (income) expense | 67,657 | 66,486 | 68,850 | ||||||||
Interest expense | 1,727 | 1,999 | 1,939 | ||||||||
Interest income | 163 | 62 | 105 | ||||||||
Earnings before income taxes | 357,263 | 293,444 | 275,978 | ||||||||
Provision (benefit) for income taxes | 130,416 | 119,977 | 116,048 | ||||||||
Net earnings | 226,847 | 173,467 | 159,930 | ||||||||
Comprehensive earnings (loss) | 217,931 | 159,409 | 185,544 | ||||||||
Nonguarantor Subsidiaries [Member] | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net sales | 118,194 | 82,722 | 83,551 | ||||||||
Cost of products sold | 96,545 | 69,655 | 70,167 | ||||||||
Gross profit | 21,649 | 13,067 | 13,384 | ||||||||
Operating expenses | |||||||||||
Marketing and selling expenses | 8,463 | 6,105 | 6,211 | ||||||||
Administrative expenses | 6,448 | 4,353 | 3,656 | ||||||||
Research and development expenses | 500 | 72 | 0 | ||||||||
Intercompany royalties | 20 | 37 | 47 | ||||||||
Intercompany technical service fees | 997 | 1,059 | 995 | ||||||||
Termination fee received, net of costs, associated with the Hillshire merger agreement | 0 | ||||||||||
Goodwill impairment charge | 0 | ||||||||||
Other expense (income), net | 105 | 184 | 0 | ||||||||
Equity in (earnings) loss of investees | 0 | 0 | 0 | ||||||||
Total operating expenses | 16,533 | 11,810 | 10,909 | ||||||||
Earnings before interest and taxes | 5,116 | 1,257 | 2,475 | ||||||||
Intercompany interest (income) expense | 1,044 | 507 | 133 | ||||||||
Interest expense | 41 | 31 | 29 | ||||||||
Interest income | 35 | 59 | 36 | ||||||||
Earnings before income taxes | 4,066 | 778 | 2,349 | ||||||||
Provision (benefit) for income taxes | 831 | 305 | 687 | ||||||||
Net earnings | 3,235 | 473 | 1,662 | ||||||||
Comprehensive earnings (loss) | (1,747) | (390) | 1,379 | ||||||||
Eliminations [Member] | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net sales | (97,543) | (55,269) | (59,637) | ||||||||
Cost of products sold | (96,526) | (54,173) | (58,595) | ||||||||
Gross profit | (1,017) | (1,096) | (1,042) | ||||||||
Operating expenses | |||||||||||
Marketing and selling expenses | 0 | 0 | 0 | ||||||||
Administrative expenses | 0 | 0 | 0 | ||||||||
Research and development expenses | 0 | 0 | 0 | ||||||||
Intercompany royalties | (20) | (37) | (47) | ||||||||
Intercompany technical service fees | (997) | (1,059) | (995) | ||||||||
Termination fee received, net of costs, associated with the Hillshire merger agreement | 0 | ||||||||||
Goodwill impairment charge | 0 | ||||||||||
Other expense (income), net | 0 | 0 | 0 | ||||||||
Equity in (earnings) loss of investees | 442,590 | 328,733 | 250,941 | ||||||||
Total operating expenses | 441,573 | 327,637 | 249,899 | ||||||||
Earnings before interest and taxes | (442,590) | (328,733) | (250,941) | ||||||||
Intercompany interest (income) expense | 0 | 0 | 0 | ||||||||
Interest expense | 0 | 0 | 0 | ||||||||
Interest income | 0 | 0 | 0 | ||||||||
Earnings before income taxes | (442,590) | (328,733) | (250,941) | ||||||||
Provision (benefit) for income taxes | 0 | 0 | 0 | ||||||||
Net earnings | (442,590) | (328,733) | (250,941) | ||||||||
Comprehensive earnings (loss) | $ (407,038) | $ (283,575) | $ (330,328) |
Guarantor and Nonguarantor S112
Guarantor and Nonguarantor Statements - Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Cash flows from operating activities | |||
Net cash provided by (used in) operating activities | $ 372,911 | $ 550,710 | $ 262,242 |
Cash flows from investing activities | |||
Intercompany accounts receivable/payable | 0 | 0 | 0 |
Repayments of intercompany loans | 0 | 0 | 0 |
Payments for business acquisition | 1,102 | (169,373) | (575,164) |
Investment in subsidiary | 0 | 0 | 0 |
Capital expenditures | (108,477) | (102,967) | (84,055) |
Sale of plant assets | 1,618 | 2,328 | 6,853 |
Net cash used in investing activities | (105,757) | (270,012) | (652,366) |
Cash flows from financing activities | |||
Proceeds from issuance of common stock | 1,231 | 489 | 624,953 |
Excess tax benefits on stock-based compensation | 1,442 | 905 | 0 |
Taxes paid related to net share settlement of equity awards | (2,401) | (3,061) | 0 |
Dividends paid | (111,758) | (101,606) | (41,664) |
Proceeds from notes offerings | 0 | 0 | 350,000 |
Proceeds from bank term loans | 0 | 0 | 2,142,394 |
Repayments of long-term obligations | (8,870) | (219,967) | (1,736,146) |
Repurchase of notes | 0 | 0 | (899,180) |
Proceeds from short-term borrowing | 4,261 | 4,757 | 5,078 |
Repayments of short-term borrowing | (4,480) | (4,799) | (4,779) |
Borrowings under revolving credit facility | 0 | 65,000 | 0 |
Repayments of revolving credit facility | 0 | (65,000) | 0 |
Intercompany accounts receivable/payable | 0 | 0 | 0 |
Return of capital | 0 | 0 | 0 |
Intercompany loans | 0 | 0 | 0 |
Repayment of capital lease obligations | (3,585) | (2,373) | (2,943) |
Purchase of stock for treasury | 0 | (32,110) | 0 |
Debt acquisition costs | 0 | (258) | (23,142) |
Parent reduction in investment in subsidiary | 0 | ||
Repurchases of equity | 0 | 0 | (191) |
Net cash (used in) provided by financing activities | (124,160) | (358,023) | 414,380 |
Effect of exchange rate changes on cash | (922) | (937) | 202 |
Net change in cash and cash equivalents | 142,072 | (78,262) | 24,458 |
Cash and cash equivalents - beginning of period | 38,477 | 116,739 | 92,281 |
Cash and cash equivalents - end of period | 180,549 | 38,477 | 116,739 |
Pinnacle Foods Inc. [Member] | |||
Cash flows from operating activities | |||
Net cash provided by (used in) operating activities | 0 | 149,982 | 0 |
Cash flows from investing activities | |||
Intercompany accounts receivable/payable | 0 | (14,599) | 0 |
Repayments of intercompany loans | 0 | 0 | 0 |
Payments for business acquisition | 0 | 0 | 0 |
Investment in subsidiary | 111,486 | 0 | (582,957) |
Capital expenditures | 0 | 0 | 0 |
Sale of plant assets | 0 | 0 | 0 |
Net cash used in investing activities | 111,486 | (14,599) | (582,957) |
Cash flows from financing activities | |||
Proceeds from issuance of common stock | 1,231 | 489 | 624,621 |
Excess tax benefits on stock-based compensation | 1,442 | 905 | 0 |
Taxes paid related to net share settlement of equity awards | (2,401) | (3,061) | 0 |
Dividends paid | (111,758) | (101,606) | (41,664) |
Proceeds from notes offerings | 0 | ||
Proceeds from bank term loans | 0 | ||
Repayments of long-term obligations | 0 | 0 | 0 |
Repurchase of notes | 0 | ||
Proceeds from short-term borrowing | 0 | 0 | 0 |
Repayments of short-term borrowing | 0 | 0 | 0 |
Borrowings under revolving credit facility | 0 | ||
Repayments of revolving credit facility | 0 | ||
Intercompany accounts receivable/payable | 0 | 0 | 0 |
Return of capital | 0 | 0 | 0 |
Intercompany loans | 0 | 0 | 0 |
Repayment of capital lease obligations | 0 | 0 | 0 |
Purchase of stock for treasury | 0 | (32,110) | 0 |
Debt acquisition costs | 0 | 0 | |
Parent reduction in investment in subsidiary | 191 | ||
Repurchases of equity | 0 | 0 | (191) |
Net cash (used in) provided by financing activities | (111,486) | (135,383) | 582,957 |
Effect of exchange rate changes on cash | 0 | 0 | 0 |
Net change in cash and cash equivalents | 0 | 0 | 0 |
Cash and cash equivalents - beginning of period | 0 | 0 | 0 |
Cash and cash equivalents - end of period | 0 | 0 | 0 |
Pinnacle Foods Finance LLC [Member] | |||
Cash flows from operating activities | |||
Net cash provided by (used in) operating activities | (12,155) | (65,834) | (26,559) |
Cash flows from investing activities | |||
Intercompany accounts receivable/payable | 128,891 | 0 | (452,268) |
Repayments of intercompany loans | 0 | 119,814 | 59,827 |
Payments for business acquisition | 0 | 0 | 0 |
Investment in subsidiary | 0 | (169,373) | 0 |
Capital expenditures | 0 | 0 | 0 |
Sale of plant assets | 0 | 0 | 0 |
Net cash used in investing activities | 128,891 | (49,559) | (392,441) |
Cash flows from financing activities | |||
Proceeds from issuance of common stock | 0 | 0 | 0 |
Excess tax benefits on stock-based compensation | 0 | 0 | |
Taxes paid related to net share settlement of equity awards | 0 | 0 | |
Dividends paid | 0 | 0 | 0 |
Proceeds from notes offerings | 350,000 | ||
Proceeds from bank term loans | 2,142,394 | ||
Repayments of long-term obligations | (5,250) | (217,392) | (1,733,838) |
Repurchase of notes | (899,180) | ||
Proceeds from short-term borrowing | 0 | 0 | 0 |
Repayments of short-term borrowing | 0 | 0 | 0 |
Borrowings under revolving credit facility | 65,000 | ||
Repayments of revolving credit facility | (65,000) | ||
Intercompany accounts receivable/payable | 0 | 333,043 | 0 |
Return of capital | (111,486) | 0 | 582,957 |
Intercompany loans | 0 | 0 | 0 |
Repayment of capital lease obligations | 0 | 0 | 0 |
Purchase of stock for treasury | 0 | ||
Debt acquisition costs | (258) | (23,142) | |
Parent reduction in investment in subsidiary | (191) | ||
Repurchases of equity | 0 | ||
Net cash (used in) provided by financing activities | (116,736) | 115,393 | 419,000 |
Effect of exchange rate changes on cash | 0 | 0 | 0 |
Net change in cash and cash equivalents | 0 | 0 | 0 |
Cash and cash equivalents - beginning of period | 0 | 0 | 0 |
Cash and cash equivalents - end of period | 0 | 0 | 0 |
Guarantor Subsidiaries [Member] | |||
Cash flows from operating activities | |||
Net cash provided by (used in) operating activities | 394,876 | 472,484 | 285,767 |
Cash flows from investing activities | |||
Intercompany accounts receivable/payable | (14,400) | (333,136) | 0 |
Repayments of intercompany loans | (801) | 0 | 0 |
Payments for business acquisition | 1,102 | (169,373) | (575,164) |
Investment in subsidiary | 0 | 0 | 0 |
Capital expenditures | (101,353) | (102,967) | (84,055) |
Sale of plant assets | 1,618 | 2,328 | 6,853 |
Net cash used in investing activities | (113,834) | (603,148) | (652,366) |
Cash flows from financing activities | |||
Proceeds from issuance of common stock | 0 | 0 | 332 |
Excess tax benefits on stock-based compensation | 0 | 0 | |
Taxes paid related to net share settlement of equity awards | 0 | 0 | |
Dividends paid | 0 | 0 | 0 |
Proceeds from notes offerings | 0 | ||
Proceeds from bank term loans | 0 | ||
Repayments of long-term obligations | (3,620) | (2,575) | (2,308) |
Repurchase of notes | 0 | ||
Proceeds from short-term borrowing | 4,261 | 4,757 | 5,078 |
Repayments of short-term borrowing | (4,480) | (4,799) | (4,779) |
Borrowings under revolving credit facility | 0 | ||
Repayments of revolving credit facility | 0 | ||
Intercompany accounts receivable/payable | (128,891) | 14,692 | 452,268 |
Return of capital | 0 | 169,373 | 0 |
Intercompany loans | 0 | (119,814) | (59,827) |
Repayment of capital lease obligations | (3,585) | (2,373) | (2,943) |
Purchase of stock for treasury | 0 | ||
Debt acquisition costs | 0 | 0 | |
Parent reduction in investment in subsidiary | 0 | ||
Repurchases of equity | 0 | ||
Net cash (used in) provided by financing activities | (136,315) | 59,261 | 387,821 |
Effect of exchange rate changes on cash | 0 | 0 | 0 |
Net change in cash and cash equivalents | 144,727 | (71,403) | 21,222 |
Cash and cash equivalents - beginning of period | 32,942 | 104,345 | 83,123 |
Cash and cash equivalents - end of period | 177,669 | 32,942 | 104,345 |
Nonguarantor Subsidiaries [Member] | |||
Cash flows from operating activities | |||
Net cash provided by (used in) operating activities | (9,810) | (5,922) | 3,034 |
Cash flows from investing activities | |||
Intercompany accounts receivable/payable | 0 | $ 0 | $ 0 |
Repayments of intercompany loans | 0 | ||
Payments for business acquisition | 0 | $ 0 | $ 0 |
Investment in subsidiary | 0 | 0 | 0 |
Capital expenditures | (7,124) | 0 | 0 |
Sale of plant assets | 0 | 0 | 0 |
Net cash used in investing activities | (7,124) | 0 | 0 |
Cash flows from financing activities | |||
Proceeds from issuance of common stock | 0 | 0 | 0 |
Excess tax benefits on stock-based compensation | 0 | 0 | |
Taxes paid related to net share settlement of equity awards | 0 | 0 | |
Dividends paid | 0 | 0 | 0 |
Proceeds from notes offerings | 0 | ||
Proceeds from bank term loans | 0 | ||
Repayments of long-term obligations | 0 | 0 | 0 |
Repurchase of notes | 0 | ||
Proceeds from short-term borrowing | 0 | 0 | 0 |
Repayments of short-term borrowing | 0 | 0 | $ 0 |
Borrowings under revolving credit facility | 0 | ||
Repayments of revolving credit facility | $ 0 | ||
Intercompany accounts receivable/payable | 14,400 | ||
Return of capital | 0 | $ 0 | $ 0 |
Intercompany loans | 801 | 0 | 0 |
Repayment of capital lease obligations | 0 | 0 | 0 |
Purchase of stock for treasury | 0 | ||
Debt acquisition costs | 0 | 0 | |
Parent reduction in investment in subsidiary | 0 | ||
Repurchases of equity | 0 | ||
Net cash (used in) provided by financing activities | 15,201 | 0 | 0 |
Effect of exchange rate changes on cash | (922) | (937) | 202 |
Net change in cash and cash equivalents | (2,655) | (6,859) | 3,236 |
Cash and cash equivalents - beginning of period | 5,535 | 12,394 | 9,158 |
Cash and cash equivalents - end of period | 2,880 | 5,535 | 12,394 |
Eliminations and Reclassifications [Member] | |||
Cash flows from operating activities | |||
Net cash provided by (used in) operating activities | 0 | 0 | 0 |
Cash flows from investing activities | |||
Intercompany accounts receivable/payable | (114,491) | 347,735 | 452,268 |
Repayments of intercompany loans | 801 | (119,814) | (59,827) |
Payments for business acquisition | 0 | 0 | 0 |
Investment in subsidiary | (111,486) | 169,373 | 582,957 |
Capital expenditures | 0 | 0 | 0 |
Sale of plant assets | 0 | 0 | 0 |
Net cash used in investing activities | (225,176) | 397,294 | 975,398 |
Cash flows from financing activities | |||
Proceeds from issuance of common stock | 0 | 0 | 0 |
Excess tax benefits on stock-based compensation | 0 | 0 | |
Taxes paid related to net share settlement of equity awards | 0 | 0 | |
Dividends paid | 0 | 0 | 0 |
Proceeds from notes offerings | 0 | ||
Proceeds from bank term loans | 0 | ||
Repayments of long-term obligations | 0 | 0 | 0 |
Repurchase of notes | 0 | ||
Proceeds from short-term borrowing | 0 | 0 | 0 |
Repayments of short-term borrowing | 0 | 0 | 0 |
Borrowings under revolving credit facility | 0 | ||
Repayments of revolving credit facility | 0 | ||
Intercompany accounts receivable/payable | 114,491 | (347,735) | (452,268) |
Return of capital | 111,486 | (169,373) | (582,957) |
Intercompany loans | (801) | 119,814 | 59,827 |
Repayment of capital lease obligations | 0 | 0 | 0 |
Purchase of stock for treasury | 0 | ||
Debt acquisition costs | 0 | 0 | |
Parent reduction in investment in subsidiary | 0 | ||
Repurchases of equity | 0 | ||
Net cash (used in) provided by financing activities | 225,176 | (397,294) | (975,398) |
Effect of exchange rate changes on cash | 0 | 0 | 0 |
Net change in cash and cash equivalents | 0 | 0 | 0 |
Cash and cash equivalents - beginning of period | 0 | 0 | 0 |
Cash and cash equivalents - end of period | $ 0 | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - Boulder Brands Inc. [Member] - USD ($) $ in Thousands | Jan. 15, 2016 | Mar. 31, 2016 | Dec. 27, 2015 | Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 |
Subsequent Event [Line Items] | ||||||
Annual net sales from prior year of acquiree (in excess of) | $ 517,000 | |||||
Acquisition related costs | $ 2,100 | $ 1,713 | $ 0 | $ 0 | ||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Percentage acquired | 100.00% | |||||
Total cost of acquisition | $ 982,000 | |||||
Forecast [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Acquisition related costs | $ 34,000 | |||||
Debt acquisition costs and original issue discount | $ 25,000 | |||||
Net leverage ratio | 4.25 | |||||
Expected interest rate increase | 0.25% | |||||
Term loan [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
New borrowings | $ 550,000 | |||||
Senior Notes [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
New borrowings | $ 350,000 | |||||
Stated interest rate | 5.875% |
Schedule I - Condensed Finan114
Schedule I - Condensed Financial Statements - Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 27, 2015 | Sep. 27, 2015 | Jun. 28, 2015 | Mar. 29, 2015 | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Condensed Income Statements, Captions [Line Items] | |||||||||||
Termination fee received, net of costs, associated with the Hillshire merger agreement | $ 0 | $ 152,982 | $ 0 | ||||||||
Equity in earnings of investees | 0 | 0 | 0 | ||||||||
Earnings before income taxes | 336,387 | 416,218 | 160,824 | ||||||||
Provision for income taxes | 123,879 | 167,800 | 71,475 | ||||||||
Net earnings | $ 79,195 | $ 48,098 | $ 43,679 | $ 41,536 | $ 36,129 | $ 135,957 | $ 35,584 | $ 40,748 | 212,508 | 248,418 | 89,349 |
Comprehensive earnings | 190,854 | 218,181 | 143,405 | ||||||||
Pinnacle Foods Inc. [Member] | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Termination fee received, net of costs, associated with the Hillshire merger agreement | 0 | 152,982 | 0 | ||||||||
Equity in earnings of investees | 212,508 | 154,793 | 89,349 | ||||||||
Earnings before income taxes | 212,508 | 307,775 | 89,349 | ||||||||
Provision for income taxes | 0 | 59,357 | 0 | ||||||||
Net earnings | 212,508 | 248,418 | 89,349 | ||||||||
Comprehensive earnings | $ 190,854 | $ 218,181 | $ 143,405 |
Schedule I - Condensed Finan115
Schedule I - Condensed Financial Statements - Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Current assets: | ||||
Total current assets | $ 857,634 | $ 715,709 | ||
Assets, Noncurrent [Abstract] | ||||
Investment in subsidiaries | 0 | 0 | ||
Total assets | 5,340,083 | 5,200,945 | ||
Current liabilities: | ||||
Accrued liabilities | 100,510 | 106,488 | ||
Dividends payable | 30,798 | 27,847 | ||
Total liabilities | $ 3,534,554 | $ 3,486,956 | ||
Commitments and contingencies | ||||
Shareholders' equity | $ 1,805,529 | $ 1,713,989 | $ 1,598,041 | $ 888,726 |
Total liabilities and shareholders' equity | 5,340,083 | 5,200,945 | ||
Pinnacle Foods Inc. [Member] | ||||
Current assets: | ||||
Due from subsidiaries | 92,475 | 89,361 | ||
Total current assets | 92,475 | 89,361 | ||
Assets, Noncurrent [Abstract] | ||||
Investment in subsidiaries | 1,744,015 | 1,652,475 | ||
Total assets | 1,836,490 | 1,741,836 | ||
Current liabilities: | ||||
Accrued liabilities | 163 | 0 | ||
Dividends payable | 30,798 | 27,847 | ||
Total liabilities | $ 30,961 | $ 27,847 | ||
Commitments and contingencies | ||||
Shareholders' equity | $ 1,805,529 | $ 1,713,989 | ||
Total liabilities and shareholders' equity | $ 1,836,490 | $ 1,741,836 |
Schedule I - Condensed Finan116
Schedule I - Condensed Financial Statements - Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 27, 2015 | Sep. 27, 2015 | Jun. 28, 2015 | Mar. 29, 2015 | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Jun. 30, 2013 | Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Cash flows from operating activities | ||||||||||||
Net earnings | $ 79,195 | $ 48,098 | $ 43,679 | $ 41,536 | $ 36,129 | $ 135,957 | $ 35,584 | $ 40,748 | $ 212,508 | $ 248,418 | $ 89,349 | |
Non-cash charges (credits) to net earnings | ||||||||||||
Deferred taxes | $ 9,100 | 115,584 | 159,537 | 67,852 | ||||||||
Equity in (earnings) loss of investees | 0 | 0 | 0 | |||||||||
Net cash provided by operating activities | 372,911 | 550,710 | 262,242 | |||||||||
Cash flows from investing activities | ||||||||||||
Reduction (increase) in investment in subsidiaries | 1,102 | (169,373) | (575,164) | |||||||||
Net cash used in investing activities | (105,757) | (270,012) | (652,366) | |||||||||
Cash flows from financing activities | ||||||||||||
Dividends paid | (111,758) | (101,606) | (41,664) | |||||||||
Excess tax benefits on stock-based compensation | 1,442 | 905 | 0 | |||||||||
Taxes paid related to net share settlement of equity awards | (2,401) | (3,061) | 0 | |||||||||
Purchase of stock for treasury | 0 | (32,110) | 0 | |||||||||
Repurchases of equity | 0 | 0 | (191) | |||||||||
Net cash (used in) provided by financing activities | (124,160) | (358,023) | 414,380 | |||||||||
Cash and cash equivalents - beginning of period | 38,477 | 116,739 | 38,477 | 116,739 | 92,281 | |||||||
Cash and cash equivalents - end of period | 180,549 | 38,477 | 180,549 | 38,477 | 116,739 | |||||||
Pinnacle Foods Inc. [Member] | ||||||||||||
Cash flows from operating activities | ||||||||||||
Net earnings | 212,508 | 248,418 | 89,349 | |||||||||
Non-cash charges (credits) to net earnings | ||||||||||||
Deferred taxes | 0 | 56,357 | 0 | |||||||||
Equity in (earnings) loss of investees | (212,508) | (154,793) | (89,349) | |||||||||
Net cash provided by operating activities | 0 | 149,982 | 0 | |||||||||
Cash flows from investing activities | ||||||||||||
Reduction (increase) in investment in subsidiaries | (111,486) | (14,599) | (583,098) | |||||||||
Net cash used in investing activities | 111,486 | (14,599) | (582,957) | |||||||||
Cash flows from financing activities | ||||||||||||
Equity contributions | 1,231 | 489 | 624,953 | |||||||||
Dividends paid | (111,758) | (101,606) | (41,664) | |||||||||
Excess tax benefits on stock-based compensation | 1,442 | 905 | 0 | |||||||||
Taxes paid related to net share settlement of equity awards | (2,401) | (3,061) | 0 | |||||||||
Purchase of stock for treasury | 0 | (32,110) | 0 | |||||||||
Repurchases of equity | 0 | 0 | (191) | |||||||||
Net cash (used in) provided by financing activities | (111,486) | (135,383) | 582,957 | |||||||||
Cash and cash equivalents - beginning of period | $ 0 | $ 0 | 0 | 0 | 0 | |||||||
Cash and cash equivalents - end of period | $ 0 | $ 0 | $ 0 | $ 0 | 0 | |||||||
Peak Finance Holdings LLC [Member] | ||||||||||||
Cash flows from financing activities | ||||||||||||
Ownership percentage | 100.00% | 100.00% | ||||||||||
PInnacle Foods Finance LLC [Member] | Peak Finance Holdings LLC [Member] | ||||||||||||
Cash flows from financing activities | ||||||||||||
Ownership percentage | 100.00% | 100.00% | ||||||||||
Previously reported | Pinnacle Foods Inc. [Member] | ||||||||||||
Cash flows from investing activities | ||||||||||||
Net cash used in investing activities | (583,098) | |||||||||||
Cash flows from financing activities | ||||||||||||
Net cash (used in) provided by financing activities | $ 583,098 |