Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 26, 2016 | Jul. 25, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Pinnacle Foods Inc. | |
Entity Central Index Key | 1,564,822 | |
Current Fiscal Year End Date | --12-25 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 26, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 117,975,249 |
Consolidated Statements of Oper
Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2016 | Jun. 28, 2015 | Jun. 26, 2016 | Jun. 28, 2015 | |
Income Statement [Abstract] | ||||
Net sales | $ 756,381 | $ 631,746 | $ 1,510,636 | $ 1,297,027 |
Cost of products sold | 535,189 | 462,637 | 1,090,877 | 956,201 |
Gross profit | 221,192 | 169,109 | 419,759 | 340,826 |
Operating expenses | ||||
Marketing and selling expenses | 61,036 | 45,698 | 119,934 | 92,707 |
Administrative expenses | 43,703 | 27,665 | 89,591 | 55,451 |
Research and development expenses | 5,098 | 3,589 | 9,283 | 6,641 |
Other expense (income), net | 3,569 | 2,342 | 12,884 | 7,743 |
Total operating (income) expenses | 113,406 | 79,294 | 231,692 | 162,542 |
Earnings before interest and taxes | 107,786 | 89,815 | 188,067 | 178,284 |
Interest expense | 35,488 | 22,187 | 67,128 | 43,815 |
Interest income | 27 | 12 | 104 | 165 |
Earnings before income taxes | 72,325 | 67,640 | 121,043 | 134,634 |
Provision for income taxes | 26,542 | 23,961 | 50,423 | 49,419 |
Net earnings (loss) | 45,783 | 43,679 | 70,620 | 85,215 |
Less: Net loss attributable to non-controlling interest | (1) | 0 | 0 | 0 |
Net earnings attributable to Pinnacle Foods, Inc. and Subsidiaries common stockholders | $ 45,784 | $ 43,679 | $ 70,620 | $ 85,215 |
Net earnings per share attributable to Pinnacle Foods, Inc. and Subsidiaries common stockholders: | ||||
Basic (in dollars per share) | $ 0.39 | $ 0.38 | $ 0.61 | $ 0.73 |
Weighted average shares outstanding- basic (in shares) | 116,657,004 | 116,030,571 | 116,387,240 | 115,968,301 |
Diluted (in dollars per share) | $ 0.39 | $ 0.37 | $ 0.60 | $ 0.73 |
Weighted average shares outstanding- diluted (in shares) | 117,765,930 | 117,280,572 | 117,689,402 | 117,158,489 |
Dividends declared (in dollars per share) | $ 0.255000 | $ 0.235000 | $ 0.51000 | $ 0.47000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Earnings (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2016 | Jun. 28, 2015 | Jun. 26, 2016 | Jun. 28, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings | $ 45,783 | $ 43,679 | $ 70,620 | $ 85,215 |
Foreign currency translation: | ||||
Foreign currency translation adjustments, Pre-tax amount | 123 | 623 | 5,566 | (1,938) |
Foreign currency translation adjustments, Tax (expense) benefit | 0 | (238) | 0 | 757 |
Foreign currency translation adjustments, After-tax amount | 123 | 385 | 5,566 | (1,181) |
Cash-flow hedges: | ||||
Unrealized gains (losses) arising during the period, Pre-tax amount | (7,996) | 2,254 | (19,117) | (10,362) |
Unrealized gains (losses) arising during the period, Tax (expense) benefit | 3,116 | (843) | 7,390 | 4,056 |
Unrealized gains (losses) arising during the period, After-tax amount | (4,880) | 1,411 | (11,727) | (6,306) |
Reclassification adjustment for (gains) losses included in net earnings, Pre-tax amount | 2,230 | 402 | 3,616 | 91 |
Reclassification adjustment for (gains) losses included in net earnings, Tax (expense) benefit | (838) | (313) | (1,387) | (86) |
Reclassification adjustment for (gains) losses included in net earnings, After-tax amount | 1,392 | 89 | 2,229 | 5 |
Pension: | ||||
Reclassification of net actuarial loss included in net earnings, Pre-tax amount | 309 | 244 | 617 | 519 |
Reclassification of net actuarial loss included in net earnings, Tax (expense) benefit | (117) | (93) | (234) | (198) |
Reclassification of net actuarial loss included in net earnings, After-tax amount | 192 | 151 | 383 | 321 |
Other comprehensive earnings (loss), Pre-tax amount | (5,334) | 3,523 | (9,318) | (11,690) |
Other comprehensive earnings (loss), Tax (expense) benefit | 2,161 | (1,487) | 5,769 | 4,529 |
Net current period other comprehensive (loss) income | (3,173) | 2,036 | (3,549) | (7,161) |
Total comprehensive earnings | 42,610 | 45,715 | 67,071 | 78,054 |
Less: Comprehensive loss attributable to non-controlling interest | (1) | 0 | 0 | 0 |
Comprehensive earnings attributable to Pinnacle Foods Inc. and Subsidiaries | $ 42,611 | $ 45,715 | $ 67,071 | $ 78,054 |
Consolidated Balance Sheets (un
Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Jun. 26, 2016 | Dec. 27, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 129,344 | $ 180,549 |
Accounts receivable, net of allowances of $11,359 and $7,902, respectively | 270,200 | 219,736 |
Inventories | 441,240 | 403,101 |
Other current assets | 17,134 | 13,677 |
Deferred tax assets | 72,620 | 40,571 |
Total current assets | 930,538 | 857,634 |
Plant assets, net of accumulated depreciation of $450,605 and $408,294, respectively | 700,971 | 631,109 |
Tradenames | 2,540,938 | 2,001,048 |
Other assets, net | 180,606 | 120,364 |
Goodwill | 2,169,799 | 1,714,008 |
Total assets | 6,522,852 | 5,324,163 |
Current liabilities: | ||
Short-term borrowings | 1,758 | 2,225 |
Current portion of long-term obligations | 21,754 | 14,847 |
Accounts payable | 218,244 | 211,039 |
Accrued trade marketing expense | 41,450 | 46,228 |
Accrued liabilities | 144,156 | 100,510 |
Dividends payable | 30,998 | 30,798 |
Total current liabilities | 458,360 | 405,647 |
Long-term debt | 3,135,016 | 2,257,012 |
Pension and other postretirement benefits | 62,903 | 63,454 |
Other long-term liabilities | 64,359 | 54,506 |
Deferred tax liabilities | 962,459 | 738,015 |
Total liabilities | 4,683,097 | 3,518,634 |
Commitments and contingencies (Note 13) | ||
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 118,577,288 and 117,619,695, respectively | 1,186 | 1,176 |
Additional paid-in-capital | 1,404,567 | 1,378,521 |
Retained earnings | 528,180 | 517,330 |
Accumulated other comprehensive loss | (62,937) | (59,388) |
Capital stock in treasury, at cost, 1,000,000 common shares | (32,110) | (32,110) |
Total Pinnacle Foods Inc. and Subsidiaries stockholders' equity | 1,838,886 | 1,805,529 |
Non-controlling interest | 869 | 0 |
Total Equity | 1,839,755 | 1,805,529 |
Total liabilities and equity | $ 6,522,852 | $ 5,324,163 |
Consolidated Balance Sheets (u5
Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 26, 2016 | Dec. 27, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 11,359 | $ 7,902 |
Plant assets, accumulated depreciation | $ 450,605 | $ 408,294 |
Preferred stock, par value (dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Common stock, par value (dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (shares) | 118,577,288 | 117,619,695 |
Treasury Stock (shares) | 1,000,000 | 1,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 26, 2016 | Jun. 28, 2015 | |
Cash flows from operating activities | ||
Net earnings | $ 70,620 | $ 85,215 |
Non-cash charges (credits) to net earnings | ||
Depreciation and amortization | 51,672 | 43,157 |
Amortization of debt acquisition costs and discount on term loan | 4,657 | 3,130 |
Change in value of financial instruments | (7,494) | (4,566) |
Equity-based compensation charges | 5,131 | 8,062 |
Pension expense, net of contributions | 66 | (2,704) |
Other long-term liabilities | 1,198 | (638) |
Other long-term assets | (1,635) | 0 |
Foreign exchange (gains) / losses | (1,283) | 1,578 |
Excess tax benefits on equity-based compensation | (6,369) | (1,076) |
Deferred income taxes | 19,027 | 33,123 |
Changes in working capital (net of effects of acquisition) | ||
Accounts receivable | (7,557) | (4,528) |
Inventories | 28,351 | (9,652) |
Accrued trade marketing expense | (4,923) | (4,668) |
Accounts payable | 2,128 | (15,049) |
Accrued liabilities | 3,041 | (4,693) |
Other current assets | 8,473 | (2,257) |
Net cash provided by operating activities | 165,103 | 124,434 |
Cash flows from investing activities | ||
Business acquisition activity (net of cash acquired) | (985,365) | 1,102 |
Capital expenditures | (60,187) | (48,168) |
Net cash used in investing activities | (1,045,552) | (47,066) |
Cash flows from financing activities | ||
Proceeds from bank term loans | 547,250 | 0 |
Proceeds from notes offerings | 350,000 | 0 |
Repayments of long-term obligations | (6,478) | (4,422) |
Proceeds from short-term borrowings | 1,604 | 1,710 |
Repayments of short-term borrowings | (2,060) | (2,312) |
Repayment of capital lease obligations | (1,574) | (1,871) |
Dividends paid | (59,460) | (54,747) |
Net proceeds from issuance of common stock | 15,642 | 824 |
Excess tax benefits on equity-based compensation | 6,369 | 1,076 |
Taxes paid related to net share settlement of equity awards | (1,087) | (2,401) |
Debt acquisition costs | (21,262) | 0 |
Net cash provided by (used in) financing activities | 828,944 | (62,143) |
Effect of exchange rate changes on cash | 300 | (346) |
Net change in cash and cash equivalents | (51,205) | 14,879 |
Cash and cash equivalents - beginning of period | 180,549 | 38,477 |
Cash and cash equivalents - end of period | 129,344 | 53,356 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 48,083 | 39,453 |
Interest received | 104 | 165 |
Income taxes paid | 19,145 | 17,341 |
Non-cash investing and financing activities: | ||
New capital leases | 4,586 | 0 |
Dividends payable | 30,998 | 28,059 |
Accrued additions to plant assets | $ 10,570 | $ 17,767 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (unaudited) - USD ($) $ in Thousands | Total | Total Shareholders' Equity | Common Stock | Treasury Stock | Additional Paid In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Non-Controlling Interest | |
Balance beginning (shares) at Dec. 28, 2014 | 117,293,745 | (1,000,000) | |||||||
Beginning balance at Dec. 28, 2014 | $ 1,713,989 | $ 1,713,989 | $ 1,173 | $ (32,110) | $ 1,363,129 | $ 419,531 | $ (37,734) | $ 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Equity-based compensation plans (shares) | 290,689 | ||||||||
Equity-based compensation plans | 7,563 | 7,563 | $ 3 | 7,560 | |||||
Dividends (YTD 2016 - $0.51 and YTD 2015 - $0.47) | [1] | (54,955) | (54,955) | (54,955) | |||||
Comprehensive earnings | 78,054 | 78,054 | 85,215 | (7,161) | |||||
Ending beginning (shares) at Jun. 28, 2015 | 117,584,434 | (1,000,000) | |||||||
Ending balance at Jun. 28, 2015 | 1,744,651 | 1,744,651 | $ 1,176 | $ (32,110) | 1,370,689 | 449,791 | (44,895) | 0 | |
Balance beginning (shares) at Dec. 27, 2015 | 117,619,695 | (1,000,000) | |||||||
Beginning balance at Dec. 27, 2015 | 1,805,529 | 1,805,529 | $ 1,176 | $ (32,110) | 1,378,521 | 517,330 | (59,388) | 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Equity-based compensation plans (shares) | 957,593 | ||||||||
Equity-based compensation plans | 26,056 | 26,056 | $ 10 | 26,046 | |||||
Dividends (YTD 2016 - $0.51 and YTD 2015 - $0.47) | [2] | (59,770) | (59,770) | (59,770) | |||||
Non-controlling interest in acquisition | 869 | 869 | |||||||
Comprehensive earnings | 67,071 | 67,071 | 70,620 | (3,549) | 0 | ||||
Ending beginning (shares) at Jun. 26, 2016 | 118,577,288 | (1,000,000) | |||||||
Ending balance at Jun. 26, 2016 | $ 1,839,755 | $ 1,838,886 | $ 1,186 | $ (32,110) | $ 1,404,567 | $ 528,180 | $ (62,937) | $ 869 | |
[1] | per share declared February 2015 and June 2015 | ||||||||
[2] | per share declared February 2016 and June 2016 |
Consolidated Statements of Sha8
Consolidated Statements of Shareholders' Equity (unaudited) (Parenthetical) | 1 Months Ended |
Jun. 30, 2016$ / shares | |
Subsequent Event | |
Dividends declared per share (in dollars per share) | $ 0.235 |
Summary of Business Activities
Summary of Business Activities | 6 Months Ended |
Jun. 26, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Business Activities | Summary of Business Activities Business Overview Pinnacle Foods Inc. (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 four operating segments: (i) Birds Eye Frozen, (ii) Duncan Hines Grocery, (iii) Boulder Brands and (iv) 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 Boulder Brands segment is comprised of health and wellness brands including gluten-free products ( Udi's and Glutino) , natural frozen meal offerings ( EVOL) , refrigerated and shelf-stable spreads (Smart Balance), and plant-based refrigerated and shelf-stable spreads ( Earth Balance ). 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, other than Boulder Brands and gardein . 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. As of the launch of our initial public offering on April 3, 2013 (the “IPO”), we were controlled by Blackstone. Effective September 12, 2014, as a result of Blackstone’s reduced ownership in the Company, we no longer qualified as a “controlled company” under applicable New York Stock Exchange listing standards. 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. |
Interim Financial Statements
Interim Financial Statements | 6 Months Ended |
Jun. 26, 2016 | |
Interim Financial Statements [Abstract] | |
Interim Financial Statements | Interim Financial Statements Basis of Presentation In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting primarily of normal recurring adjustments) necessary for a fair statement of the Company’s financial position as of June 26, 2016 , the results of operations for the three and six months ended June 26, 2016 and June 28, 2015 , and the cash flows for the six months ended June 26, 2016 and June 28, 2015 . The results of operations are not necessarily indicative of the results to be expected for the full fiscal year. The accompanying unaudited consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended December 27, 2015 . Recently Adopted Accounting Pronouncements In 2016, the Company changed the presentation of debt issuance costs in line with the guidance set forth by Accounting Standards Update ("ASU") No. 2015-03 "Simplifying the Presentation of Debt Issuance Costs". The Company now 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 continue to be reported as interest expense. The changes in presentation were applied retrospectively to all periods presented. As of December 27, 2015 the cumulative effect of these changes on the balance sheet were decreases of $15.9 million in Long-term debt as well as in Other assets, net. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 26, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions The Company accounts for business combinations by using the acquisition method of accounting. The following acquisition has been accounted for in accordance with these standards. Acquisition of Boulder Brands Inc. (the "Boulder 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, Smart Balance refrigerated and shelf-stable spreads and Earth Balance plant-based refrigerated and shelf-stable spreads. The Boulder acquisition expands the Company's presence in growing and complementary health and wellness categories and in the natural and organic retail channels. The Company has preliminarily allocated the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The Company is in the process of completing the valuation of various assets and pre-acquisition contingencies and, therefore, the fair values set forth below are subject to adjustment upon finalizing the valuations. The amount of these potential adjustments could be significant. The cost of the Boulder acquisition was $1,001,419 , which included the repayment of debt. The following table summarizes the preliminary allocation of the total cost of the acquisition to the assets acquired and liabilities assumed: Assets acquired: Cash $ 16,054 Accounts receivable 42,088 Inventories 66,893 Other current assets 12,043 Deferred tax asset 24,949 Property and equipment 59,405 Tradenames 539,600 Distributor relationships 40,600 Customer relationships 11,400 Other assets 11,798 Goodwill 450,366 Fair value of assets acquired 1,275,196 Liabilities assumed Accounts payable 16,022 Accrued liabilities 41,094 Capital lease obligations 7,486 Long term deferred tax liability 204,024 Other long-term liabilities 4,282 Non-controlling interest 869 Total cost of acquisition $ 1,001,419 Based upon the preliminary allocation, the value assigned to intangible assets and goodwill totaled $1,042.0 million . The goodwill was generated primarily as a result of expected synergies to be achieved because of the Boulder acquisition. Distributor relationships and customer relationships are being amortized on an accelerated basis over 30 and 10 years, respectively. 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 $539.6 million to the value of the tradenames acquired, which is not subject to amortization but is reviewed annually for impairment. Goodwill, which is also not subject to amortization, totaled $450.4 million (tax deductible goodwill of $21.7 million resulted from the Boulder acquisition). The Boulder acquisition is reported in the Company's newly formed Boulder Brands operating segment. During the six months ended June 26, 2016 , the Boulder acquisition resulted in an additional $223.5 million of net sales and a net loss of $9.2 million , related to Boulder operations from January 15, 2016 to June 26, 2016 , which included a $10.4 million charge related to the fair value step-up of inventories acquired and sold during the period, $16.7 million of restructuring costs, primarily severance and $6.8 million of acquisition costs described below. In accordance with the requirements of the acquisition method of accounting for acquisitions, inventories obtained in the Boulder 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 $10.4 million higher than historical manufacturing costs. Cost of products sold for the six months ended June 26, 2016 includes pre-tax charges of $10.4 million related to the inventory acquired, which were subsequently sold. The Boulder acquisition was financed through borrowings of $550.0 million in incremental term loans (the "Tranche I Term Loans") due 2023, $350.0 million of 5.875% Senior Notes (the "5.875% Senior Notes) due 2024, $118.3 million of cash on hand, prior to transaction costs of $6.8 million and $1.7 million in the three months ended June 26, 2016 and fiscal year ended December 27, 2015, respectively, and debt acquisition costs of $24.0 million and $0.4 million in the three months ended June 26, 2016 and fiscal year ended December 27, 2015, respectively. The debt acquisition costs, which included original issue discount are being amortized over the life of the associated debt using the effective interest method and are recorded in Long-Term debt on the Consolidated Balance Sheet. For more information, see Note 10 to the Consolidated Financial Statements, Debt and Interest Expense. Included in the acquisition costs of $6.8 million for the six months ended June 26, 2016 are $6.1 million of merger, acquisition and advisory fees and $0.7 million of other costs. The $1.7 million of transaction costs incurred in fiscal 2015 primarily relate to legal, accounting and other professional fees. The transaction costs are recorded in Other expense (income), net in the Consolidated Statements of Operations. Pro forma Information The following unaudited pro forma summary presents the Company's consolidated results of operations as if Boulder had been acquired on December 29, 2014. These amounts adjusted Boulder'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 29, 2014, together with the consequential tax effects. These adjustments also reflect the additional interest expense incurred on the debt to finance the purchase. The six months ended June 26, 2016 pro forma earnings were adjusted to exclude the acquisition related and restructuring costs incurred and the nonrecurring expense related to the fair value inventory step-up adjustment. The six months ended June 28, 2015 pro forma earnings were adjusted to include these charges. 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 2015. Amounts in millions: Six months ended June 26, 2016 (unaudited) Six months ended June 28, 2015 (unaudited) Net sales $ 1,528.2 $ 1,543.7 Net earnings $ 96.2 $ 52.5 Boulder Brands Restructuring As a result of the Boulder acquisition, the Company expects to incur approximately $18.0 million of restructuring charges in 2016, primarily related to employee termination and retention benefits. Charges of $6.1 million and $16.7 million were incurred during the three and six months ended June 26, 2016 , respectively and were recorded in Administrative expenses in the Consolidated Statements of Operations. The following table summarizes total restructuring charges accrued as of June 26, 2016 . These amounts are recorded in our Consolidated Balance Sheet in Accrued Liabilities. Balance Balance Description December 27, 2015 Expense Payments June 26, 2016 Accrued restructuring charges $ — $ 16,686 $ (7,228 ) $ 9,458 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 26, 2016 | |
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 Foreign currency derivatives $ 45 $ — $ 45 $ — $ 471 $ — $ 471 $ — Total assets at fair value $ 45 $ — $ 45 $ — $ 471 $ — $ 471 $ — Liabilities Interest rate derivatives $ 33,959 $ — $ 33,959 $ — $ 18,868 $ — $ 18,868 $ — Commodity derivatives 2,512 — 2,512 — 10,013 — 10,013 — Total liabilities at fair value $ 36,471 $ — $ 36,471 $ — $ 28,881 $ — $ 28,881 $ — 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 June 26, 2016 or December 27, 2015 . 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. |
Other Expense (Income), net
Other Expense (Income), net | 6 Months Ended |
Jun. 26, 2016 | |
Other Income and Expenses [Abstract] | |
Other Expense (Income), net | Other Expense (Income), net Other Expense (Income), net Three months ended Six months ended June 26, June 28, June 26, June 28, Other expense (income), net consists of: Amortization of intangibles/other assets $ 4,309 $ 3,399 $ 8,356 $ 6,761 Foreign exchange (gains) losses (499 ) (701 ) (1,283 ) 1,578 Boulder acquisition costs (Note 3) — — 6,781 — Royalty income and other (241 ) (356 ) (970 ) (596 ) Total other expense (income), net $ 3,569 $ 2,342 $ 12,884 $ 7,743 Foreign exchange (gains) losses. These represent foreign exchange (gains) losses from intra-entity loans resulting from the Company's November 2014 Garden Protein acquisition that are anticipated to be settled in the foreseeable future. |
Equity-Based Compensation Expen
Equity-Based Compensation Expense and Earnings Per Share | 6 Months Ended |
Jun. 26, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Compensation Expense and Earnings Per Share | Equity-Based Compensation Expense and Earnings Per Share Equity-based Compensation The Company currently grants equity awards under the Amended and Restated 2013 Omnibus Incentive Plan (the “Incentive Plan”). 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-based 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: Three months ended Six months ended June 26, 2016 June 28, 2015 June 26, 2016 June 28, 2015 Cost of products sold $ 211 $ 578 $ 904 $ 1,871 Marketing and selling expenses 1,377 1,480 2,557 1,994 Administrative (income) expenses (1) (521 ) 2,412 1,413 3,956 Research and development expenses 155 123 257 241 Pre-tax equity-based compensation expense 1,222 4,593 5,131 8,062 Income tax benefit (416 ) (1,695 ) (1,893 ) (2,967 ) Net equity-based compensation expense $ 806 $ 2,898 $ 3,238 $ 5,095 (1) The departure of the Company's previous Chief Executive Officer ("CEO") in the second quarter of 2016 resulted in income being recognized due to the forfeiture of unvested awards. Amended and Restated 2013 Omnibus Incentive Plan The Incentive Plan provides for the issuance of up to 11,300,000 shares of the Company's common stock under (1) equity awards granted as a result of the conversion of unvested performance interest units ("PIU's") into restricted common stock of the Company, (2) stock options and other equity awards granted in connection with the completion of the IPO, and (3) awards granted by the Company under the Incentive Plan following the completion of the IPO. Awards granted subsequent to the IPO include nonqualified stock options, non-vested shares and restricted stock units ("RSU's"), the majority of which vest in full three years from the date of grant. The Company also granted non-vested performance shares ("PS's") and grants performance share units ("PSU's"), both of which vest based on achievement of relative total shareholder return performance goals over a three -year performance period. During the second quarter of 2016, as part of our ongoing equity compensation program and in connection with the hiring of our new Chief Executive Officer: • We granted 633,709 nonqualified stock options with grant date fair values ranging from $8.97 to $9.44 and exercise prices ranging from $42.08 to $45.28 using the BlackScholes pricing method to value the awards. • We granted 223,204 PSU's and PS's with grant date fair values ranging from $44.32 to $53.07 using the Monte Carlo simulation model to value the awards. • We granted 313,795 RSU's with grant date fair values ranging from $42.08 to $45.28 , which was the closing price of our stock on the date of grant. 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: Three months ended Six months ended June 26, 2016 June 28, 2015 June 26, 2016 June 28, 2015 Weighted-average common shares 116,657,004 116,030,571 116,387,240 115,968,301 Effect of dilutive securities: 1,108,926 1,250,001 1,302,162 1,190,188 Dilutive potential common shares 117,765,930 117,280,572 117,689,402 117,158,489 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 three and six months ended June 26, 2016 , conversion of securities totaling 748,900 and 562,674 , respectively, into common share equivalents were excluded from this calculation as their effect would have been anti-dilutive. For the three and six months ended June 28, 2015 , conversion of securities totaling 526,648 and 265,264 , 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 | 6 Months Ended |
Jun. 26, 2016 | |
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 27, 2015 $ (6,418 ) $ (9,232 ) $ (43,738 ) $ (59,388 ) Other comprehensive loss before reclassification 5,566 (11,727 ) — (6,161 ) Amounts reclassified from accumulated other comprehensive loss — 2,229 383 2,612 Net current period other comprehensive (loss) income 5,566 (9,498 ) 383 (3,549 ) Balance at June 26, 2016 $ (852 ) $ (18,730 ) $ (43,355 ) $ (62,937 ) Currency translation adjustments Gains (Losses) on cash flow hedges Change in pensions Total Balance at December 28, 2014 $ (2,054 ) $ 4,124 $ (39,804 ) $ (37,734 ) Other comprehensive loss before reclassification (1,181 ) (6,306 ) — (7,487 ) Amounts reclassified from accumulated other comprehensive loss — 5 321 326 Net current period other comprehensive (loss) income (1,181 ) (6,301 ) 321 (7,161 ) Balance at June 28, 2015 $ (3,235 ) $ (2,177 ) $ (39,483 ) $ (44,895 ) The following table presents amounts reclassified out of Accumulated Other Comprehensive Loss ("AOCL") and into Net earnings for the three and six months ended June 26, 2016 and June 28, 2015 , respectively. Gain/(Loss) Amounts Reclassified from AOCL Three months ended Six months ended Details about Accumulated Other Comprehensive Loss Components June 26, 2016 June 28, 2015 June 26, 2016 June 28, 2015 Reclassified from AOCL to: Gains and losses on financial instrument contracts Interest rate contracts $ (2,206 ) $ (1,011 ) $ (3,671 ) $ (1,403 ) Interest expense Foreign exchange contracts (24 ) 609 55 1,312 Cost of products sold Total pre-tax (2,230 ) (402 ) (3,616 ) (91 ) Tax benefit (expense) 838 313 1,387 86 Provision for income taxes Net of tax (1,392 ) (89 ) (2,229 ) (5 ) Pension actuarial assumption adjustments Amortization of actuarial loss (309 ) (244 ) (617 ) (519 ) (a) Cost of products sold Tax benefit 117 93 234 198 Provision for income taxes Net of tax (192 ) (151 ) (383 ) (321 ) Net reclassifications into net earnings $ (1,584 ) $ (240 ) $ (2,612 ) $ (326 ) (a) This is included in the computation of net periodic pension cost (see Note 11 for additional details). |
Balance Sheet Information
Balance Sheet Information | 6 Months Ended |
Jun. 26, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [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 these amounts. 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: June 26, December 27, 2015 Customers $ 271,950 $ 219,352 Allowances for cash discounts, bad debts and returns (11,359 ) (7,902 ) Subtotal 260,591 211,450 Other receivables 9,609 8,286 Total $ 270,200 $ 219,736 Inventories. Inventories are as follows: June 26, December 27, Raw materials $ 101,990 $ 57,145 Work in progress (1) 34,179 61,527 Finished product 305,071 284,429 Total $ 441,240 $ 403,101 (1) Included in work in progress is primarily agricultural inventory. The Company has various purchase commitments for raw materials and certain finished products within the ordinary course of business. Such commitments are not at prices in excess of current market prices. Other Current Assets. Other Current Assets are as follows: June 26, 2016 December 27, 2015 Prepaid expenses and other $ 11,403 $ 8,166 Prepaid income taxes 5,731 5,511 Total $ 17,134 $ 13,677 Plant Assets. Plant assets are as follows: June 26, 2016 December 27, 2015 Land $ 15,771 $ 14,948 Buildings 268,415 246,988 Machinery and equipment 784,641 716,314 Projects in progress 82,749 61,153 Subtotal 1,151,576 1,039,403 Accumulated depreciation (450,605 ) (408,294 ) Total $ 700,971 $ 631,109 Depreciation was $ 22,446 and $43,316 during the three and six months ended June 26, 2016 , respectively. Depreciation was $18,891 and $36,396 during the three and six months ended June 28, 2015 , respectively. As of June 26, 2016 and December 27, 2015 , Machinery and equipment included assets under capital lease with a book value of $21,460 and $16,372 (net of accumulated depreciation of $12,093 and $11,018 ), respectively. Accrued Liabilities. Accrued liabilities are as follows: June 26, December 27, Employee compensation and benefits $ 53,009 $ 55,416 Interest payable 23,795 12,127 Consumer coupons 5,711 2,035 Accrued restructuring charges (see note 3) 9,458 — Accrued financial instrument contracts (see note 12) 10,933 5,957 Accrued broker commissions 7,519 4,651 Other 33,731 20,324 Total $ 144,156 $ 100,510 Other Long-Term Liabilities. Other long-term liabilities are as follows: June 26, December 27, Employee compensation and benefits $ 12,674 $ 9,806 Long-term rent liability and deferred rent allowances 7,108 7,774 Liability for uncertain tax positions 11,435 7,712 Accrued financial instrument contracts (see note 12) 27,297 22,924 Other 5,845 6,290 Total $ 64,359 $ 54,506 |
Goodwill, Tradenames and Other
Goodwill, Tradenames and Other Assets | 6 Months Ended |
Jun. 26, 2016 | |
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 Boulder Brands Specialty Foods Total Balance, December 27, 2015 $ 603,432 $ 936,615 $ — $ 173,961 $ 1,714,008 Boulder acquisition (Note 3) — — 450,366 — 450,366 Foreign currency adjustment 1,452 — 3,973 — 5,425 Balance, June 26, 2016 $ 604,884 $ 936,615 $ 454,339 $ 173,961 $ 2,169,799 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, which indicated no impairment. Tradenames Tradenames by segment are as follows: Birds Eye Frozen Duncan Hines Grocery Boulder Specialty Foods Total Balance, December 27, 2015 $ 846,336 $ 1,118,712 $ — $ 36,000 $ 2,001,048 Boulder acquisition (Note 3) — — 539,600 — 539,600 Foreign currency adjustment 290 — — — 290 Balance, June 26, 2016 $ 846,626 $ 1,118,712 $ 539,600 $ 36,000 $ 2,540,938 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, which indicated no impairment. Other Assets June 26, 2016 Weighted Avg Life Gross Carrying Amount Accumulated Amortization Net Amortizable intangibles Recipes 10 $ 60,094 $ (50,082 ) $ 10,012 Customer relationships - Distributors 34 182,735 (50,493 ) 132,242 Customer relationships - Food Service 10 11,400 (1,018 ) 10,382 Customer relationships - Private Label 7 1,290 (526 ) 764 License 7 6,175 (5,987 ) 188 Total amortizable intangibles $ 261,694 $ (108,106 ) $ 153,588 Financial instruments (see Note 12) 1,565 — 1,565 Other (1) 30,024 (4,571 ) 25,453 Total other assets, net $ 180,606 Amortizable intangibles by segment Birds Eye Frozen $ 57,211 Duncan Hines Grocery 42,941 Boulder Brands 49,773 Specialty Foods 3,663 $ 153,588 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 Other (2) 14,779 (4,320 ) 10,459 Total other assets, net $ 120,364 Amortizable intangibles by segment Birds Eye Frozen $ 60,510 Duncan Hines Grocery 45,503 Specialty Foods 3,892 $ 109,905 (1) As of June 26, 2016 , Other primarily consists of cost basis investments in companies in the natural and organic food and beverage industries acquired through the Boulder acquisition as well as security deposits, supplemental savings plan investments and debt acquisition costs associated with the Company's revolver. (2) As of December 27, 2015 , Other primarily consists of security deposits and supplemental savings plan investments. Amortization of intangible assets was $4,309 and $8,356 for the three and six months ended June 26, 2016 , respectively. Amortization of intangible assets was $3,399 and $6,761 for the three and six months ended June 28, 2015 , respectively. Estimated amortization expense for each of the next five years and thereafter is as follows: remainder of 2016 - $8,800 ; 2017 - $11,800 ; 2018 - $9,600 ; 2019 - $8,900 ; 2020 - $8,200 and thereafter - $106,400 . |
Debt and Interest Expense
Debt and Interest Expense | 6 Months Ended |
Jun. 26, 2016 | |
Debt Disclosure [Abstract] | |
Debt and Interest Expense | Debt and Interest Expense June 26, December 27, Short-term borrowings - Notes payable $ 1,758 $ 2,225 Total short-term borrowings $ 1,758 $ 2,225 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 511,875 514,500 - Amended Credit Agreement - Tranche I Term Loans due 2023 548,625 — - 4.875% Senior Notes due 2021 350,000 350,000 - 5.875% Senior Notes due 2024 350,000 — - 3.0% Note payable to Gilster Mary Lee Corporation 7,012 8,878 - Unamortized discount on long term debt and deferred financing costs (45,869 ) (26,267 ) - Capital lease obligations 25,502 15,123 3,156,770 2,271,859 Less: current portion of long-term obligations 21,754 14,847 Total long-term debt $ 3,135,016 $ 2,257,012 Interest expense Three months ended Six months ended June 26, June 28, June 26, June 28, Interest expense $ 30,871 $ 19,635 $ 58,800 $ 39,282 Amortization of debt acquisition costs and original issue discounts 2,411 1,541 4,657 3,130 Interest rate swap losses (Note 12) 2,206 1,011 3,671 1,403 Total interest expense $ 35,488 $ 22,187 $ 67,128 $ 43,815 Amended Credit Agreement To partially fund the Boulder acquisition, on January 15, 2016 as described in Note 3, Pinnacle Foods Finance LLC ("Pinnacle Foods Finance") entered into an amendment to the Second Amended and Restated Credit Agreement (the “Amended Credit Agreement”) which provided for a seven year incremental term loan of $550.0 million (the “Tranche I Term Loans”). Other than with respect to interest rate, maturity and certain pricing protections, the Tranche I Term Loans have substantially the same terms as Pinnacle Foods Finance's Tranche G and H Term Loans. Refer to Note 10 in our Form 10-K filed with the Securities and Exchange Commission on February 25, 2016 for details. In connection with the Tranche I Term Loans, Pinnacle Foods Finance incurred $2.7 million of original issue discount and deferred financing fees of $10.5 million . The Tranche I Term Loans 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 I 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 I Term Loans under the Amended Credit Agreement is 2.00% , in the case of the base rate loans and 3.00% , in the case of Eurocurrency rate loans. As a result of the Boulder acquisition, Pinnacle Foods Finance's total net leverage ratio increased above 4.25 :1.0, which resulted in a 25 basis point interest rate step-up on existing Term Loans G and H, under the Amended Credit Agreement immediately subsequent to the quarterly certification to the Administrative Agent which occurred after filing the first quarter 10-Q report on April 28, 2016. The higher rate will remain in effect as long as the total net leverage ratio remains greater than 4.25 :1.0. As of June 26, 2016 , the total net leverage ratio was 4.64 :1.0. Senior Notes To partially fund the Boulder acquisition, on January 15, 2016, as described in Note 3 , Pinnacle Foods Finance issued $350.0 million aggregate principal amount of 5.875% Senior Notes (the "5.875% Senior Notes") due January 15, 2024. The Company's 4.875% Senior Notes due 2021 (the "4.875% Senior Notes") and 5.875% Senior Notes (together the "Senior Notes") are general senior unsecured obligations of Pinnacle Foods Finance, effectively subordinated to all existing and future senior secured indebtedness of Pinnacle Foods Finance to the extent of the value of the assets securing that indebtedness 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 17 for Guarantor and Nonguarantor Financial Statements. Pinnacle Foods Finance may redeem some or all of the 5.875% Senior Notes at any time prior to January 15, 2019 at a price equal to 100% of the principal amount of the 5.875% 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 5.875% Senior Notes and (2) the excess, if any, of (a) the present value at such redemption date of (i) the redemption price of such 5.875% Senior Notes at January 15, 2019, plus (ii) all required interest payments due on such 5.875% Senior Notes through January 15, 2019 (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 5.875% Senior Notes. Pinnacle Foods Finance may redeem the 5.875% Senior Notes at the redemption prices listed below, if redeemed during the twelve-month period beginning on January 15th of each of the years indicated below: Year Percentage 2019 104.406% 2020 102.938% 2021 101.469% 2022 and thereafter 100.000% In addition, at any time prior to January 15, 2019, Pinnacle Foods Finance may redeem up to 35% of the aggregate principal amount of the 5.875% Senior Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus a premium equal to 5.875%, plus accrued and unpaid interest, if any, to the redemption date, subject to the right of holders of the 5.875% 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 5.875% 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. Debt Acquisition Costs and Original Issue Discounts As discussed in Note 2 of the Consolidated Financial Statements and in accordance with ASU No. 2015-03, the Company now presents debt acquisition costs in the balance sheet as a direct deduction from the related debt liability, rather than as an asset. As part of the Boulder acquisition, debt acquisition costs of $21.3 million and $0.4 million were incurred during the three months ended March 27, 2016 and the fiscal year ended December 27, 2015 , respectively, and original issue discounts of $2.7 million were incurred during the three months ended March 27, 2016. There were no debt acquisition costs or original issue discounts incurred subsequent to March 27, 2016. All debt acquisition costs and original issue discounts are amortized into interest expense over the life of the related debt using the effective interest method. Amortization of these costs were $ 2.3 million and $ 4.4 million during the three and six months ended June 26, 2016 , respectively. Amortization of these costs were $ 1.5 million and $ 2.9 million during the three and six months ended June 28, 2015 , respectively. The following summarizes debt acquisition cost and original issue discount activity during the six months ended June 26, 2016 : Gross Carrying Amount Accumulated Amortization Net Balance, December 27, 2015 $ 58,036 $ (31,769 ) $ 26,267 2016 - Additions 24,009 — 24,009 2016 - Amortization — (4,407 ) (4,407 ) Balance, June 26, 2016 $ 82,045 $ (36,176 ) $ 45,869 Estimated fair value The estimated fair value of the Company’s long-term debt, including the current portion, as of June 26, 2016 , is as follows: June 26, 2016 Issue Face Value Fair Value Amended Credit Agreement - Tranche G Term Loans $ 1,409,625 $ 1,409,625 Amended Credit Agreement - Tranche H Term Loans 511,875 511,875 Amended Credit Agreement - Tranche I Term Loans 548,625 550,710 3.0% Note payable to Gilster Mary Lee Corporation 7,012 7,012 4.875% Senior Notes 350,000 353,938 5.875% Senior Notes 350,000 364,875 $ 3,177,137 $ 3,198,035 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 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 loans and borrowing rates currently available to the Company for notes and loans with similar terms and maturities. |
Pension and Retirement Plans
Pension and Retirement Plans | 6 Months Ended |
Jun. 26, 2016 | |
General Discussion of Pension and Other Postretirement Benefits [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. The Company maintains a defined benefit plan, the Pinnacle Foods Group LLC Pension Plan (the "Plan"), which is frozen for future benefit accruals. The Company also has three 401(k) plans, three non-qualified supplemental savings plans and the Company participates in a multi-employer defined benefit plan. Pinnacle Foods Group LLC Pension Plan The Plan covers eligible employees and provides benefits generally based on years of service and employees’ compensation. The Plan is frozen for future benefits and 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 equity or debt securities. The following represents the components of net periodic (benefit) cost: Three months ended Six months ended Pension Benefits June 26, June 28, June 26, June 28, Interest cost $ 2,628 $ 2,361 $ 5,256 5,189 Expected return on assets (2,838 ) (3,225 ) (5,675 ) (6,616 ) Amortization of: Actuarial loss 309 206 617 475 Net periodic cost (benefit) $ 99 $ (658 ) $ 198 $ (952 ) Cash Flows Contributions. In fiscal 2016 , the Company does not expect to make any significant contributions to the Plan. The Company made contributions to the Plan totaling $3.1 million in fiscal 2015 , of which $0.0 million and $1.7 million was made in the three and six months ended June 28, 2015 . Multi-employer Plans The Company 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 three and six months ended June 26, 2016 , contributions to the UFCW Plan were $183 and $364 . For the three and six months ended June 28, 2015 , contributions to the UFCW Plan were $191 and $384 , respectively. The contributions to this UFCW Plan are paid monthly based upon the number of employees. They represent less than 5% of the total contributions received by this UFCW Plan using available information 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 UFCW Plan and is certified by the UFCW 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 affect 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 | 6 Months Ended |
Jun. 26, 2016 | |
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 within a capped or collared price range. 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 three and six months ended June 26, 2016 and June 28, 2015 , such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. As of June 26, 2016 , 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 Fixed Rate Range Index Trade Dates Maturity Dates Interest Rate Swaps 10 $ 1,316,300 1.45% - 2.97% USD-LIBOR-BBA Apr 2013 - Oct 2013 Nov 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 $10,108 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 June 26, 2016 , 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 CAD $ Contracts 12 $ 15,000 $ 11,595 1.281 - 1.313 Oct 2015 - April 2016 July 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, heating oil, natural gas and 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 June 26, 2016 , the Company had the following derivative instruments that were not designated in qualifying hedging relationships: Commodity Contracts Number of Instruments Notional Purchased in Aggregate Price/Index Trade Dates Maturity Dates Diesel Fuel Contracts 1 7,025,182 Gallons $3.68 - $3.80 per Gallon Nov 2014 Dec 2016 Heating Oil Contracts 5 8,709,974 Gallons $1.25 - $1.82 per Gallon Jan 2015 - Feb 2016 Dec 2016 - Dec 2017 Natural Gas Contracts 2 798,000 MMBTU's 2.41 - 2.81 per MMBTU Oct 2015 - March 2016 Aug 2016 - Dec 2016 Soybean Oil Contracts 3 32,347,655 Pounds $0.31 - $0.35 per Pound Dec 2014 - July 2015 July 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 June 26, 2016 and December 27, 2015 . 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 $ 6,662 Other long-term liabilities 27,297 Foreign Exchange Contracts Other current assets $ 45 Total derivatives designated as hedging instruments $ 45 $ 33,959 Derivatives not designated as hedging instruments Commodity Contracts Other current assets $ 194 Accrued liabilities $ 4,271 Other assets, net 1,565 Total derivatives not designated as hedging instruments $ 1,759 $ 4,271 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 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 June 26, 2016 and December 27, 2015 would be adjusted as detailed in the following table: June 26, 2016 December 27, 2015 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 $ 1,804 (1,804 ) $ — $ 471 (471 ) $ — Total liability derivatives $ 38,230 (1,804 ) $ 36,426 $ 28,881 (471 ) $ 28,410 The table below presents the effect of the Company’s derivative financial instruments in the Consolidated Statements of Operations and AOCL for the three and six months ended June 26, 2016 and June 28, 2015 . 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 (Ineffective Portion) Interest Rate Contracts $ (8,067 ) Interest expense $ (2,206 ) Interest expense Foreign Exchange Contracts 71 Cost of products sold (24 ) Cost of products sold — Three months ended June 26, 2016 $ (7,996 ) $ (2,230 ) $ — Interest Rate Contracts $ (18,761 ) Interest expense $ (3,671 ) Interest expense Foreign Exchange Contracts (356 ) Cost of products sold 55 Cost of products sold (8 ) Six months ended June 26, 2016 $ (19,117 ) $ (3,616 ) $ (8 ) Interest Rate Contracts $ 2,564 Interest expense $ (1,011 ) Interest expense $ — Foreign Exchange Contracts (310 ) Cost of products sold 609 Cost of products sold (14 ) Three months ended June 28, 2015 $ 2,254 $ (402 ) $ (14 ) Interest Rate Contracts $ (11,567 ) Interest expense $ (1,403 ) Interest expense $ — Foreign Exchange Contracts 1,205 Cost of products sold 1,312 Cost of products sold (15 ) Six months ended June 28, 2015 $ (10,362 ) $ (91 ) $ (15 ) Derivatives Not Designated as Hedging Instruments Recognized in Earnings in: Recognized in Earnings Commodity Contracts Cost of products sold $ 1,165 Three months ended June 26, 2016 $ 1,165 Commodity Contracts Cost of products sold $ 1,848 Six months ended June 26, 2016 $ 1,848 Commodity Contracts Cost of products sold $ 1,934 Three months ended June 28, 2015 $ 1,934 Commodity Contracts Cost of products sold $ (73 ) Six months ended June 28, 2015 $ (73 ) 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 June 26, 2016 , the Company has not posted any collateral related to these agreements. If the Company had breached this provision at June 26, 2016 , 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 June 26, 2016 and December 27, 2015 . June 26, 2016 Asset/(Liability) Counterparty Contract Type Termination Value Performance Risk Adjustment Accrued Interest Fair Value (excluding interest) Barclays Interest Rate Contracts $ (17,712 ) $ 986 $ (517 ) $ (16,209 ) Foreign Exchange Contracts 93 — — 93 Commodity Contracts (2,703 ) 21 — (2,682 ) Bank of America Interest Rate Contracts (14,665 ) 1,116 — (13,549 ) Foreign Exchange Contracts (49 ) 1 — (48 ) Commodity Contracts 146 1 — 147 Credit Suisse Interest Rate Contracts (3,103 ) 40 (531 ) (2,533 ) Macquarie Interest Rate Contracts (1,976 ) 13 (294 ) (1,669 ) Commodity Contracts 22 2 — 24 Total $ (39,948 ) $ 2,179 $ (1,342 ) $ (36,426 ) 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 ) |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 26, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies General From time to time, the Company and its subsidiaries 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. No single item individually is, nor are all of them in the aggregate, material. |
Segments
Segments | 6 Months Ended |
Jun. 26, 2016 | |
Segment Reporting [Abstract] | |
Segments | Segments The Company is a leading manufacturer, marketer and distributor of high quality, branded food products in North America. Subsequent to the Boulder acquisition, the Company manages the business in four operating segments: Birds Eye Frozen, Duncan Hines Grocery, Boulder Brands and Specialty Foods. The Birds Eye Frozen segment is comprised of our Leadership Brands in the retail frozen vegetables ( Birds Eye ), frozen complete bagged meals ( Birds Eye Voila! ), plant-based protein frozen products ( gardein ) and frozen prepared seafood ( Van de Kamp’s and Mrs. Paul’s ) categories, as well as our Foundation Brands in the full-calorie single-serve frozen dinners and entrées ( Hungry-Man ), frozen pancakes / waffles / French Toast ( Aunt Jemima ), frozen and refrigerated bagels ( Lender’s ) and frozen pizza for one ( Celeste ) categories. The Duncan Hines Grocery segment is comprised of our 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 our Foundation Brands in the canned meat ( Armour, Nalley and Brooks ), pie and pastry fillings ( Duncan Hines Comstock and Wilderness ), and barbecue sauces ( Open Pit ) categories as well as Canadian operations, excluding Garden Protein. The Company refers to the sum of the Birds Eye Frozen segment and the Duncan Hines Grocery segment as the North America Retail business. The Boulder Brands segment is comprised of health and wellness brands including gluten-free products ( Udi's and Glutino) , natural frozen meal offerings ( EVOL) , refrigerated and shelf-stable spreads ( Smart Balance), and plant-based refrigerated and shelf-stable spreads ( Earth Balance ). The Specialty Foods segment consists of snack products ( Tim's Cascade and Snyder of Berlin ), foodservice and private label business. As the Company continues to integrate the Boulder Brands segment into its operations and financial reporting systems, the Company’s management expects to reevaluate its internal reporting, which may require reporting of its results in different reportable segments in future periods. 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. Three months ended Six months ended SEGMENT INFORMATION June 26, June 28, June 26, June 28, Net sales Birds Eye Frozen $ 285,155 $ 268,859 $ 615,166 $ 586,749 Duncan Hines Grocery 270,471 277,994 513,656 539,192 Boulder Brands 122,607 — 223,455 — Specialty Foods 78,148 84,893 158,359 171,086 Total $ 756,381 $ 631,746 $ 1,510,636 $ 1,297,027 Earnings before interest and taxes Birds Eye Frozen $ 46,794 $ 37,978 $ 102,035 $ 81,255 Duncan Hines Grocery 52,255 51,041 94,860 94,248 Boulder Brands (1) 7,028 — (4,198 ) — Specialty Foods 6,333 7,599 13,253 15,299 Unallocated corporate expenses (2) (4,624 ) (6,803 ) (17,883 ) (12,518 ) Total $ 107,786 $ 89,815 $ 188,067 $ 178,284 Depreciation and amortization Birds Eye Frozen $ 10,857 $ 10,747 $ 22,042 $ 21,415 Duncan Hines Grocery 7,781 8,081 15,162 15,081 Boulder Brands 4,688 — 7,692 — Specialty Foods 3,429 3,461 6,776 6,661 Total $ 26,755 $ 22,289 $ 51,672 $ 43,157 Capital expenditures Birds Eye Frozen $ 16,811 $ 13,212 $ 36,443 $ 17,752 Duncan Hines Grocery 10,551 6,889 21,820 25,811 Boulder Brands 1,457 — 2,493 — Specialty Foods 2,023 1,043 4,017 4,605 Total $ 30,842 $ 21,144 $ 64,773 $ 48,168 NET SALES BY PRODUCT TYPE Net sales Frozen $ 381,171 $ 305,335 $ 796,317 $ 664,474 Shelf stable meals and meal enhancers 261,933 233,951 500,175 442,925 Desserts 75,980 65,279 144,764 137,133 Snacks 37,297 27,181 69,380 52,495 Total $ 756,381 $ 631,746 $ 1,510,636 $ 1,297,027 GEOGRAPHIC INFORMATION Net sales United States $ 741,576 $ 626,468 $ 1,486,639 $ 1,287,635 Canada 41,005 31,067 77,114 60,565 United Kingdom 3,217 — 5,689 — Intercompany (29,417 ) (25,789 ) (58,806 ) (51,173 ) Total $ 756,381 $ 631,746 $ 1,510,636 $ 1,297,027 (1) Includes $10.4 million of charges related to the fair value step-up of inventories acquired and $16.7 million of restructuring costs in the six months ended June 26, 2016. (2) Includes $6.8 million of acquisition costs in the six months ended June 26, 2016. SEGMENT INFORMATION June 26, December 27, Total assets Birds Eye Frozen $ 2,204,408 $ 2,263,159 Duncan Hines Grocery 2,629,048 2,664,966 Boulder Brands 1,271,670 — Specialty Foods 340,645 351,499 Corporate 77,081 44,539 Total $ 6,522,852 $ 5,324,163 GEOGRAPHIC INFORMATION Plant assets United States $ 664,754 $ 615,123 Canada 32,322 15,986 United Kingdom 3,895 — Total $ 700,971 $ 631,109 |
Provision for Income Taxes
Provision for Income Taxes | 6 Months Ended |
Jun. 26, 2016 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | Provision for Income Taxes The provision for income taxes and related effective tax rates for the three and six months ended June 26, 2016 and June 28, 2015 , respectively, were as follows: Three months ended Six months ended Provision for Income Taxes June 26, June 28, June 26, June 28, Current $ 20,066 $ 9,337 $ 31,396 $ 16,296 Deferred 6,476 14,624 19,027 33,123 Total $ 26,542 $ 23,961 $ 50,423 $ 49,419 Effective tax rate 36.7 % 35.4 % 41.7 % 36.7 % 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 their financial statement basis and tax basis, using enacted tax rates in effect for the year in which the differences are expected to reverse. In connection with our acquisition of Boulder, our effective income tax rate for the six months ended June 26, 2016 was increased by approximately 5.0% due to the tax effect of certain non-deductible acquisition costs and compensation payments, a charge for an increase in our non-current state deferred income tax liability balance and a charge related to the tax effect of foreign operations, principally attributable to a valuation allowance on our foreign tax credit carryforward. Our income tax rate for the six months ended June 26, 2016 and June 28, 2015 also reflects the benefit of the domestic production activities deduction and tax credits. For the six months ended June 28, 2015, it was also reduced by the effect of enacted state tax legislation. For the three months ended June 26, 2016, our rate was impacted by the effect of certain non-deductible acquisition and compensation expenditures incurred in connection with our acquisition of Boulder. It also reflects the benefit of the domestic production activities deduction and tax credits. For the three months ended June 28, 2015, it was reduced by the effect of the domestic production activities deduction, tax credits and by enacted state tax legislation. The Company regularly evaluates its deferred tax assets for future realization. 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 and as noted above, for the six months ended June 26, 2016 , a valuation allowance was recorded on our foreign tax credit carryforward in connection with our acquisition of Boulder Brands. There was no significant movement in our valuation allowances on state attribute carryforwards during the three and six months ended June 26, 2016 and for the three and six months ended June 28, 2015 . The Company is a loss corporation as defined by Internal Revenue Code (“the Code”) Section 382. Section 382 places an annual limitation on our ability to use our federal net operating loss (“NOL”) carryovers and other attributes to reduce future taxable income. As of June 26, 2016 , we have federal NOL carryovers of $439.4 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. On January 15, 2016 we acquired Boulder which is a loss corporation. As of the acquisition date, Boulder had approximately $46.0 million of federal NOL carryovers subject to the Section 382 provisions. The annual limitation is approximately $26.5 million subject to increase for recognized built in gains during the recognition period. Based on our analysis, we anticipate we will be able to utilize the acquired NOL balance in our 2016 tax year without limitation. In connection with our acquisition of Boulder we also recorded, in purchase accounting, reserves for uncertain positions of approximately $5.4 million for a matter related to their foreign operations. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 6 Months Ended |
Jun. 26, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, "Improvements to Employee Share-Based Payment Accounting". The areas for simplification in this ASU involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The updated guidance will be effective for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. Early application is permitted. The amendments related to the timing of when excess tax benefits are recognized are to be applied using a modified retrospective approach. The amendments related to the presentation of employee taxes paid on the statement of cash flows are to be applied retrospectively. The amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement are to be applied prospectively. The Company is in the process of evaluating this guidance. In February 2016, the FASB issued ASU No. 2016-02, “Leases”. The FASB is amending the FASB Accounting Standards Codification ("ASC") and creating Topic 842, Leases, which will supersede Topic 840, Leases. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. Under the new guidance, lessees will be required to recognize the assets and liabilities arising from leases on the balance sheet. The updated guidance will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. In transition to the new guidance, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company is in the process of evaluating this guidance. In November 2015, the FASB issued 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 has implemented this guidance in 2016 without material effect on the consolidated financial statements. 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 Company implemented this guidance in 2016. Refer to Note 2 for information. 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. |
Guarantor and Nonguarantor Stat
Guarantor and Nonguarantor Statements | 6 Months Ended |
Jun. 26, 2016 | |
Guarantor And Nonguarantor Statements [Abstract] | |
Guarantor and Nonguarantor Statements | Guarantor and Nonguarantor Statements The 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 Pinnacle Foods Finance. The indenture governing the 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 or substantially 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 indentures governing the Senior Notes and (4) upon the legal defeasance or covenant defeasance or discharge of the indentures governing the Senior Notes. The following condensed consolidating financial information presents: (1) (a) Condensed consolidating balance sheets as of June 26, 2016 and December 27, 2015 . (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. Three and six months ended June 26, 2016 ; and ii. Three and six months ended June 28, 2015 . (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. Six months ended ended June 26, 2016 ; and ii. Six months ended ended June 28, 2015 . (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 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 June 26, 2016 Pinnacle Foods Inc. Pinnacle Foods Finance LLC Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations and Reclassifications Consolidated Total Current assets: Cash and cash equivalents $ — $ — $ 122,433 $ 6,911 $ — $ 129,344 Accounts receivable, net — — 258,122 12,078 — 270,200 Intercompany accounts receivable 92,756 — 791,709 1,610 (886,075 ) — Inventories, net — — 425,019 16,221 — 441,240 Other current assets — 239 15,838 1,057 — 17,134 Deferred tax assets — 1,670 69,717 1,233 — 72,620 Total current assets 92,756 1,909 1,682,838 39,110 (886,075 ) 930,538 Plant assets, net — — 664,754 36,217 — 700,971 Investment in subsidiaries 1,777,372 2,476,347 39,627 — (4,293,346 ) — Intercompany note receivable — 2,996,357 44,914 9,802 (3,051,073 ) — Tradenames — — 2,536,400 4,538 — 2,540,938 Other assets, net — 2,492 166,423 11,691 — 180,606 Deferred tax assets — 343,347 — — (343,347 ) — Goodwill — — 2,115,319 54,480 — 2,169,799 Total assets $ 1,870,128 $ 5,820,452 $ 7,250,275 $ 155,838 $ (8,573,841 ) $ 6,522,852 Current liabilities: Short-term borrowings $ — $ — $ 1,758 $ — $ — $ 1,758 Current portion of long-term obligations — 10,750 10,989 15 — 21,754 Accounts payable — — 209,180 9,064 — 218,244 Intercompany accounts payable — 857,303 1,610 27,210 (886,123 ) — Accrued trade marketing expense — — 38,931 2,519 — 41,450 Accrued liabilities 244 34,052 106,370 3,490 — 144,156 Dividends payable 30,998 — — — — 30,998 Total current liabilities 31,242 902,105 368,838 42,298 (886,123 ) 458,360 Long-term debt — 3,113,678 21,029 309 — 3,135,016 Intercompany note payable — — 2,986,057 64,968 (3,051,025 ) — Pension and other postretirement benefits — — 62,903 — — 62,903 Other long-term liabilities — 27,297 33,687 3,375 — 64,359 Deferred tax liabilities — — 1,301,414 4,392 (343,347 ) 962,459 Total liabilities 31,242 4,043,080 4,773,928 115,342 (4,280,495 ) 4,683,097 Commitments and contingencies (Note 13) Shareholders' equity: Pinnacle common stock 1,186 — — — — 1,186 Additional paid-in-capital 1,404,567 1,405,753 1,313,141 33,008 (2,751,902 ) 1,404,567 Retained earnings 528,180 434,556 1,199,791 13,242 (1,647,589 ) 528,180 Accumulated other comprehensive loss (62,937 ) (62,937 ) (36,585 ) (6,623 ) 106,145 (62,937 ) Capital stock in treasury, at cost (32,110 ) — — — — (32,110 ) Total Pinnacle Foods Inc. and Subsidiaries stockholders' equity 1,838,886 1,777,372 2,476,347 39,627 (4,293,346 ) 1,838,886 Non-controlling interest — — — 869 — 869 Total Equity 1,838,886 1,777,372 2,476,347 40,496 (4,293,346 ) 1,839,755 Total liabilities and equity $ 1,870,128 $ 5,820,452 $ 7,250,275 $ 155,838 $ (8,573,841 ) $ 6,522,852 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 — 935 118,621 808 — 120,364 Deferred tax assets — 332,372 — — (332,372 ) — Goodwill — — 1,692,715 21,293 — 1,714,008 Total assets $ 1,836,490 $ 4,848,049 $ 6,018,303 $ 72,490 $ (7,451,169 ) $ 5,324,163 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 — 2,242,608 14,055 349 — 2,257,012 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 3,104,034 3,589,831 46,057 (3,252,249 ) 3,518,634 Commitments and contingencies (Note 13) Shareholders' 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, at cost (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 $ 4,848,049 $ 6,018,303 $ 72,490 $ (7,451,169 ) $ 5,324,163 Pinnacle Foods Inc. Condensed Consolidating Statement of Operations and Comprehensive Earnings For the three months ended June 26, 2016 Pinnacle Foods Inc. Pinnacle Foods Finance LLC Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Total Net sales $ — $ — $ 741,576 $ 44,222 $ (29,417 ) $ 756,381 Cost of products sold — — 525,536 38,072 (28,419 ) 535,189 Gross profit — — 216,040 6,150 (998 ) 221,192 Marketing and selling expenses — — 59,356 1,680 — 61,036 Administrative expenses — — 41,281 2,422 — 43,703 Research and development expenses — — 4,967 131 — 5,098 Intercompany royalties — — (48 ) 155 (107 ) — Intercompany management fees — — — 643 (643 ) — Intercompany technical service fees — — — 248 (248 ) — Other expense (income), net — (499 ) 3,967 101 — 3,569 Equity in (earnings) loss of investees (45,784 ) (52,539 ) (683 ) — 99,006 — (45,784 ) (53,038 ) 108,840 5,380 98,008 113,406 Earnings before interest and taxes 45,784 53,038 107,200 770 (99,006 ) 107,786 Intercompany interest (income) expense — (23,434 ) 23,650 (216 ) — — Interest expense — 34,987 491 10 — 35,488 Interest income — — 13 14 — 27 Earnings before income taxes 45,784 41,485 83,072 990 (99,006 ) 72,325 Provision (benefit) for income taxes — (4,299 ) 30,533 308 — 26,542 Net earnings 45,784 45,784 52,539 682 (99,006 ) 45,783 Less: Net loss attributable to non-controlling interest — — — (1 ) — (1 ) Net earnings attributable to Pinnacle Foods, Inc. and Subsidiaries common stockholders $ 45,784 $ 45,784 $ 52,539 $ 683 $ (99,006 ) $ 45,784 Total comprehensive earnings 42,611 42,611 52,952 903 (96,467 ) 42,610 Less: Comprehensive loss attributable to non-controlling interest — — — (1 ) — (1 ) Comprehensive earnings attributable to Pinnacle Foods, Inc. and Subsidiaries $ 42,611 $ 42,611 $ 52,952 $ 904 $ (96,467 ) $ 42,611 Pinnacle Foods Inc. Condensed Consolidating Statement of Operations and Comprehensive Earnings For the three months ended June 28, 2015 Pinnacle Foods Inc. Pinnacle Foods Finance LLC Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Total Net sales $ — $ — $ 626,468 $ 31,067 $ (25,789 ) $ 631,746 Cost of products sold — 14 461,850 26,304 (25,531 ) 462,637 Gross profit — (14 ) 164,618 4,763 (258 ) 169,109 Marketing and selling expenses — — 43,320 2,378 — 45,698 Administrative expenses — (129 ) 26,308 1,486 — 27,665 Research and development expenses — — 3,449 140 — 3,589 Intercompany royalties — — — 8 (8 ) — Intercompany technical service fees — — — 250 (250 ) — Other expense (income), net — (522 ) 2,830 34 — 2,342 Equity in (earnings) loss of investees (43,679 ) (46,246 ) (266 ) — 90,191 — (43,679 ) (46,897 ) 75,641 4,296 89,933 79,294 Earnings before interest and taxes 43,679 46,883 88,977 467 (90,191 ) 89,815 Intercompany interest (income) expense — (17,181 ) 16,908 273 — — Interest expense — 21,808 367 12 — 22,187 Interest income — — 2 10 — 12 Earnings before income taxes 43,679 42,256 71,704 192 (90,191 ) 67,640 Provision (benefit) for income taxes — (1,423 ) 25,458 (74 ) — 23,961 Net earnings $ 43,679 $ 43,679 $ 46,246 $ 266 $ (90,191 ) $ 43,679 Total comprehensive earnings (loss) $ 45,715 $ 45,715 $ 46,100 $ (31 ) $ (91,784 ) $ 45,715 Pinnacle Foods Inc. Condensed Consolidating Statement of Operations and Comprehensive Earnings For the six months ended June 26, 2016 Pinnacle Foods Inc. Pinnacle Foods Finance LLC Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Total Net sales $ — $ — $ 1,486,639 $ 82,803 $ (58,806 ) $ 1,510,636 Cost of products sold — — 1,073,951 73,981 (57,055 ) 1,090,877 Gross profit — — 412,688 8,822 (1,751 ) 419,759 Marketing and selling expenses — — 116,893 3,041 — 119,934 Administrative expenses — — 85,073 4,518 — 89,591 Research and development expenses — — 8,903 380 — 9,283 Intercompany royalties — — (304 ) 483 (179 ) — Intercompany management fees — — — 1,074 (1,074 ) — Intercompany technical service fees — — — 498 (498 ) — Other expense (income), net — (1,283 ) 14,035 132 — 12,884 Equity in (earnings) loss of investees (70,620 ) (78,657 ) 1,665 — 147,612 — (70,620 ) (79,940 ) 226,265 10,126 145,861 231,692 Earnings before interest and taxes 70,620 79,940 186,423 (1,304 ) (147,612 ) 188,067 Intercompany interest (income) expense — (51,692 ) 51,582 110 — — Interest expense — 66,127 979 22 — 67,128 Interest income — — 71 33 — 104 Earnings (loss) before income taxes 70,620 65,505 133,933 (1,403 ) (147,612 ) 121,043 Provision (benefit) for income taxes — (5,115 ) 55,276 262 — 50,423 Net earnings (loss) 70,620 70,620 78,657 (1,665 ) (147,612 ) 70,620 Less: Net earnings attributable to non-controlling interest — — — — — — Net earnings (loss) attributable to Pinnacle Foods, Inc. and Subsidiaries common stockholders $ 70,620 $ 70,620 $ 78,657 $ (1,665 ) $ (147,612 ) $ 70,620 Total comprehensive earnings 67,071 67,071 84,338 3,634 (155,043 ) 67,071 Less: Comprehensive earnings attributable to non-controlling interest — — — — — — Comprehensive earnings attributable to Pinnacle Foods, Inc. and Subsidiaries $ 67,071 $ 67,071 $ 84,338 $ 3,634 $ (155,043 ) $ 67,071 Pinnacle Foods Inc. Condensed Consolidating Statement of Operations and Comprehensive Earnings For the six months ended June 28, 2015 Pinnacle Foods Inc. Pinnacle Foods Finance LLC Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Total Net sales $ — $ — $ 1,287,635 $ 60,565 $ (51,173 ) $ 1,297,027 Cost of products sold — 16 957,236 49,609 (50,660 ) 956,201 Gross profit — (16 ) 330,399 10,956 (513 ) 340,826 Marketing and selling expenses — — 86,611 6,096 — 92,707 Administrative expenses — 3 52,248 3,200 — 55,451 Research and development expenses — — 6,390 251 — 6,641 Intercompany royalties — — — 14 (14 ) — Intercompany technical service fees — — — 499 (499 ) — Other expense (income), net — 1,311 6,396 36 — 7,743 Equity in (earnings) loss of investees (85,215 ) (91,452 ) (337 ) — 177,004 — (85,215 ) (90,138 ) 151,308 10,096 176,491 162,542 Earnings before interest and taxes 85,215 90,122 179,091 860 (177,004 ) 178,284 Intercompany interest (income) expense — (34,359 ) 33,829 530 — — Interest expense — 42,929 863 23 — 43,815 Interest income — — 147 18 — 165 Earnings (loss) before income taxes 85,215 81,552 144,546 325 (177,004 ) 134,634 Provision (benefit) for income taxes — (3,663 ) 53,094 (12 ) — 49,419 Net earnings (loss) $ 85,215 $ 85,215 $ 91,452 $ 337 $ (177,004 ) $ 85,215 Total comprehensive earnings (loss) $ 78,054 $ 78,054 $ 90,511 $ (925 ) $ (167,640 ) $ 78,054 Pinnacle Foods Inc. Condensed Consolidating Statement of Cash Flows For the six months ended June 26, 2016 Pinnacle Foods Inc. 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 $ (6,369 ) $ 11,481 $ 139,564 $ 20,427 $ — $ 165,103 Cash flows from investing activities Business acquisition activity — — (985,365 ) — — (985,365 ) Intercompany accounts receivable/payable — 7,832 13,588 — (21,420 ) — Intercompany loans — (880,122 ) — — 880,122 — Investment in Subsidiary 44,905 33,726 — — (78,631 ) — Capital expenditures — — (57,086 ) (3,101 ) — (60,187 ) Net cash (used in) provided by investing activities 44,905 (838,564 ) (1,028,863 ) (3,101 ) 780,071 (1,045,552 ) Cash flows from financing activities Net proceeds from issuance of common stock 15,642 — — — — 15,642 Excess tax benefits on stock-based compensation 6,369 — — — — 6,369 Taxes paid related to net share settlement of equity awards (1,087 ) — — — — (1,087 ) Dividends paid (59,460 ) — — — — (59,460 ) Proceeds from notes offering — 350,000 — — — 350,000 Proceeds from bank term loans — 547,250 — — — 547,250 Repayments of long-term obligations — (4,000 ) (2,478 ) — — (6,478 ) Proceeds from short-term borrowing — — 1,604 — — 1,604 Repayments of short-term borrowing — — (2,060 ) — — (2,060 ) Intercompany accounts receivable/payable — — (7,832 ) (13,588 ) 21,420 — Return of capital — (44,905 ) (33,726 ) — 78,631 — Intercompany loans — — 880,122 — (880,122 ) — Repayment of capital lease obligations — — (1,567 ) (7 ) — (1,574 ) Debt acquisition costs — (21,262 ) — — — (21,262 ) Net cash (used in) provided by financing activities (38,536 ) 827,083 834,063 (13,595 ) (780,071 ) 828,944 Effect of exchange rate changes on cash — — — 300 — 300 Net change in cash and cash equivalents — — (55,236 ) 4,031 — (51,205 ) Cash and cash equivalents - beginning of period — — 177,669 2,880 — 180,549 Cash and cash equivalents - end of period $ — $ — $ 122,433 $ 6,911 $ — $ 129,344 Pinnacle Foods Inc. Condensed Consolidating Statement of Cash Flows For the six months ended June 28, 2015 Pinnacle Foods Inc. 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 $ — $ (6,195 ) $ 137,365 $ (6,736 ) $ — $ 124,434 Cash flows from investing activities Payments for business acquisitions — — 1,102 — — 1,102 Intercompany accounts receivable/payable — — (19,131 ) — 19,131 — Intercompany loans — — (7,209 ) — 7,209 — Investment in subsidiaries 55,248 — — — (55,248 ) — Capital expenditures — — (47,057 ) (1,111 ) — (48,168 ) Net cash (used in) provided by investing activities 55,248 — (72,295 ) (1,111 ) (28,908 ) (47,066 ) Cash flows from financing activities Proceeds from the issuance of common stock 824 — — — — 824 Excess tax benefits on stock-based compensation 1,076 — — — — 1,076 Taxes paid related to net share settlement of equity awards (2,401 ) — — — — (2,401 ) Dividends paid (54,747 ) — — — — (54,747 ) Repayments of long-term obligations — (2,626 ) (1,796 ) — — (4,422 ) Proceeds from short-term borrowing — — 1,710 — — 1,710 Repayments of short-term borrowing — — (2,312 ) — — (2,312 ) Intercompany accounts receivable/payable — 8,821 — 10,310 (19,131 ) — Proceeds from Intercompany loans — — — 7,209 (7,209 ) — Parent investment — — (55,248 ) — 55,248 — Repayment of capital lease obligations — — (1,871 ) — — (1,871 ) Net cash (used in) provided by financing activities (55,248 ) 6,195 (59,517 ) 17,519 28,908 (62,143 ) Effect of exchange rate changes on cash — — — (346 ) — (346 ) Net change in cash and cash equivalents — — 5,553 9,326 — 14,879 Cash and cash equivalents - beginning of period — — 32,942 5,535 — 38,477 Cash and cash equivalents - end of period $ — $ — $ 38,495 $ 14,861 $ — $ 53,356 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 26, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent events On July 26, 2016, Pinnacle Foods Finance entered into amendments to the Amended Credit Agreement for the purpose of reducing the interest rate applicable to the Tranche I Term Loans (the “Repricing”). The eurocurrency rate was amended from a minimum of 0.75% to a minimum of 0.0% and the interest rate margin was amended from 3.00% to 2.75% . All other terms and conditions of the Tranche I Term Loans remained the same. As a result of the Repricing, the Company expects to benefit from approximately $10.0 million of cash interest savings over the remaining life of the loan. In connection with the Repricing, Pinnacle Foods Finance incurred approximately $1.2 million of fees. |
Recently Issued Accounting Pr27
Recently Issued Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 26, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting primarily of normal recurring adjustments) necessary for a fair statement of the Company’s financial position as of June 26, 2016 , the results of operations for the three and six months ended June 26, 2016 and June 28, 2015 , and the cash flows for the six months ended June 26, 2016 and June 28, 2015 . The results of operations are not necessarily indicative of the results to be expected for the full fiscal year. The accompanying unaudited consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended December 27, 2015 . |
Recently Issued Accounting Pronouncements | In 2016, the Company changed the presentation of debt issuance costs in line with the guidance set forth by Accounting Standards Update ("ASU") No. 2015-03 "Simplifying the Presentation of Debt Issuance Costs". The Company now 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 continue to be reported as interest expense. The changes in presentation were applied retrospectively to all periods presented. As of December 27, 2015 the cumulative effect of these changes on the balance sheet were decreases of $15.9 million in Long-term debt as well as in Other assets, net. In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, "Improvements to Employee Share-Based Payment Accounting". The areas for simplification in this ASU involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The updated guidance will be effective for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. Early application is permitted. The amendments related to the timing of when excess tax benefits are recognized are to be applied using a modified retrospective approach. The amendments related to the presentation of employee taxes paid on the statement of cash flows are to be applied retrospectively. The amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement are to be applied prospectively. The Company is in the process of evaluating this guidance. In February 2016, the FASB issued ASU No. 2016-02, “Leases”. The FASB is amending the FASB Accounting Standards Codification ("ASC") and creating Topic 842, Leases, which will supersede Topic 840, Leases. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. Under the new guidance, lessees will be required to recognize the assets and liabilities arising from leases on the balance sheet. The updated guidance will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. In transition to the new guidance, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company is in the process of evaluating this guidance. In November 2015, the FASB issued 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 has implemented this guidance in 2016 without material effect on the consolidated financial statements. 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 Company implemented this guidance in 2016. Refer to Note 2 for information. 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 of Financial Instruments | 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 June 26, 2016 or December 27, 2015 . 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. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 26, 2016 | |
Business Combinations [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary allocation of the total cost of the acquisition to the assets acquired and liabilities assumed: Assets acquired: Cash $ 16,054 Accounts receivable 42,088 Inventories 66,893 Other current assets 12,043 Deferred tax asset 24,949 Property and equipment 59,405 Tradenames 539,600 Distributor relationships 40,600 Customer relationships 11,400 Other assets 11,798 Goodwill 450,366 Fair value of assets acquired 1,275,196 Liabilities assumed Accounts payable 16,022 Accrued liabilities 41,094 Capital lease obligations 7,486 Long term deferred tax liability 204,024 Other long-term liabilities 4,282 Non-controlling interest 869 Total cost of acquisition $ 1,001,419 |
Summary of Pro Forma Information | 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 2015. Amounts in millions: Six months ended June 26, 2016 (unaudited) Six months ended June 28, 2015 (unaudited) Net sales $ 1,528.2 $ 1,543.7 Net earnings $ 96.2 $ 52.5 |
Summary of Restructuring Charges | The following table summarizes total restructuring charges accrued as of June 26, 2016 . These amounts are recorded in our Consolidated Balance Sheet in Accrued Liabilities. Balance Balance Description December 27, 2015 Expense Payments June 26, 2016 Accrued restructuring charges $ — $ 16,686 $ (7,228 ) $ 9,458 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 26, 2016 | |
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 Foreign currency derivatives $ 45 $ — $ 45 $ — $ 471 $ — $ 471 $ — Total assets at fair value $ 45 $ — $ 45 $ — $ 471 $ — $ 471 $ — Liabilities Interest rate derivatives $ 33,959 $ — $ 33,959 $ — $ 18,868 $ — $ 18,868 $ — Commodity derivatives 2,512 — 2,512 — 10,013 — 10,013 — Total liabilities at fair value $ 36,471 $ — $ 36,471 $ — $ 28,881 $ — $ 28,881 $ — |
Other Expense (Income), net (Ta
Other Expense (Income), net (Tables) | 6 Months Ended |
Jun. 26, 2016 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Expense (Income), net | Other Expense (Income), net Three months ended Six months ended June 26, June 28, June 26, June 28, Other expense (income), net consists of: Amortization of intangibles/other assets $ 4,309 $ 3,399 $ 8,356 $ 6,761 Foreign exchange (gains) losses (499 ) (701 ) (1,283 ) 1,578 Boulder acquisition costs (Note 3) — — 6,781 — Royalty income and other (241 ) (356 ) (970 ) (596 ) Total other expense (income), net $ 3,569 $ 2,342 $ 12,884 $ 7,743 |
Equity-Based Compensation Exp31
Equity-Based Compensation Expense and Earnings Per Share (Tables) | 6 Months Ended |
Jun. 26, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Employee Service Share-based Compensation | The following table summarizes equity-based compensation expense which was allocated as follows: Three months ended Six months ended June 26, 2016 June 28, 2015 June 26, 2016 June 28, 2015 Cost of products sold $ 211 $ 578 $ 904 $ 1,871 Marketing and selling expenses 1,377 1,480 2,557 1,994 Administrative (income) expenses (1) (521 ) 2,412 1,413 3,956 Research and development expenses 155 123 257 241 Pre-tax equity-based compensation expense 1,222 4,593 5,131 8,062 Income tax benefit (416 ) (1,695 ) (1,893 ) (2,967 ) Net equity-based compensation expense $ 806 $ 2,898 $ 3,238 $ 5,095 (1) The departure of the Company's previous Chief Executive Officer ("CEO") in the second quarter of 2016 resulted in income being recognized due to the forfeiture of unvested awards. |
Schedule of Weighted Average Number of Shares | 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: Three months ended Six months ended June 26, 2016 June 28, 2015 June 26, 2016 June 28, 2015 Weighted-average common shares 116,657,004 116,030,571 116,387,240 115,968,301 Effect of dilutive securities: 1,108,926 1,250,001 1,302,162 1,190,188 Dilutive potential common shares 117,765,930 117,280,572 117,689,402 117,158,489 |
Accumulated Other Comprehensi32
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jun. 26, 2016 | |
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 27, 2015 $ (6,418 ) $ (9,232 ) $ (43,738 ) $ (59,388 ) Other comprehensive loss before reclassification 5,566 (11,727 ) — (6,161 ) Amounts reclassified from accumulated other comprehensive loss — 2,229 383 2,612 Net current period other comprehensive (loss) income 5,566 (9,498 ) 383 (3,549 ) Balance at June 26, 2016 $ (852 ) $ (18,730 ) $ (43,355 ) $ (62,937 ) Currency translation adjustments Gains (Losses) on cash flow hedges Change in pensions Total Balance at December 28, 2014 $ (2,054 ) $ 4,124 $ (39,804 ) $ (37,734 ) Other comprehensive loss before reclassification (1,181 ) (6,306 ) — (7,487 ) Amounts reclassified from accumulated other comprehensive loss — 5 321 326 Net current period other comprehensive (loss) income (1,181 ) (6,301 ) 321 (7,161 ) Balance at June 28, 2015 $ (3,235 ) $ (2,177 ) $ (39,483 ) $ (44,895 ) |
Summary of Reclassification out of Accumulated Other Comprehensive Income (Loss) | The following table presents amounts reclassified out of Accumulated Other Comprehensive Loss ("AOCL") and into Net earnings for the three and six months ended June 26, 2016 and June 28, 2015 , respectively. Gain/(Loss) Amounts Reclassified from AOCL Three months ended Six months ended Details about Accumulated Other Comprehensive Loss Components June 26, 2016 June 28, 2015 June 26, 2016 June 28, 2015 Reclassified from AOCL to: Gains and losses on financial instrument contracts Interest rate contracts $ (2,206 ) $ (1,011 ) $ (3,671 ) $ (1,403 ) Interest expense Foreign exchange contracts (24 ) 609 55 1,312 Cost of products sold Total pre-tax (2,230 ) (402 ) (3,616 ) (91 ) Tax benefit (expense) 838 313 1,387 86 Provision for income taxes Net of tax (1,392 ) (89 ) (2,229 ) (5 ) Pension actuarial assumption adjustments Amortization of actuarial loss (309 ) (244 ) (617 ) (519 ) (a) Cost of products sold Tax benefit 117 93 234 198 Provision for income taxes Net of tax (192 ) (151 ) (383 ) (321 ) Net reclassifications into net earnings $ (1,584 ) $ (240 ) $ (2,612 ) $ (326 ) (a) This is included in the computation of net periodic pension cost (see Note 11 for additional details). |
Balance Sheet Information (Tabl
Balance Sheet Information (Tables) | 6 Months Ended |
Jun. 26, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable are as follows: June 26, December 27, 2015 Customers $ 271,950 $ 219,352 Allowances for cash discounts, bad debts and returns (11,359 ) (7,902 ) Subtotal 260,591 211,450 Other receivables 9,609 8,286 Total $ 270,200 $ 219,736 |
Schedule of Inventories | Inventories are as follows: June 26, December 27, Raw materials $ 101,990 $ 57,145 Work in progress (1) 34,179 61,527 Finished product 305,071 284,429 Total $ 441,240 $ 403,101 (1) Included in work in progress is primarily agricultural inventory. |
Schedule of Other Current Assets | Other Current Assets are as follows: June 26, 2016 December 27, 2015 Prepaid expenses and other $ 11,403 $ 8,166 Prepaid income taxes 5,731 5,511 Total $ 17,134 $ 13,677 |
Schedule of Plant Assets | Plant assets are as follows: June 26, 2016 December 27, 2015 Land $ 15,771 $ 14,948 Buildings 268,415 246,988 Machinery and equipment 784,641 716,314 Projects in progress 82,749 61,153 Subtotal 1,151,576 1,039,403 Accumulated depreciation (450,605 ) (408,294 ) Total $ 700,971 $ 631,109 |
Schedule of Accrued Liabilities | Accrued liabilities are as follows: June 26, December 27, Employee compensation and benefits $ 53,009 $ 55,416 Interest payable 23,795 12,127 Consumer coupons 5,711 2,035 Accrued restructuring charges (see note 3) 9,458 — Accrued financial instrument contracts (see note 12) 10,933 5,957 Accrued broker commissions 7,519 4,651 Other 33,731 20,324 Total $ 144,156 $ 100,510 |
Schedule of Other Long-Term Liabilities | Other long-term liabilities are as follows: June 26, December 27, Employee compensation and benefits $ 12,674 $ 9,806 Long-term rent liability and deferred rent allowances 7,108 7,774 Liability for uncertain tax positions 11,435 7,712 Accrued financial instrument contracts (see note 12) 27,297 22,924 Other 5,845 6,290 Total $ 64,359 $ 54,506 |
Goodwill, Tradenames and Othe34
Goodwill, Tradenames and Other Assets (Tables) | 6 Months Ended |
Jun. 26, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill by segment | Goodwill by segment is as follows: Birds Eye Frozen Duncan Hines Grocery Boulder Brands Specialty Foods Total Balance, December 27, 2015 $ 603,432 $ 936,615 $ — $ 173,961 $ 1,714,008 Boulder acquisition (Note 3) — — 450,366 — 450,366 Foreign currency adjustment 1,452 — 3,973 — 5,425 Balance, June 26, 2016 $ 604,884 $ 936,615 $ 454,339 $ 173,961 $ 2,169,799 |
Schedule of Tradenames by segment | Tradenames by segment are as follows: Birds Eye Frozen Duncan Hines Grocery Boulder Specialty Foods Total Balance, December 27, 2015 $ 846,336 $ 1,118,712 $ — $ 36,000 $ 2,001,048 Boulder acquisition (Note 3) — — 539,600 — 539,600 Foreign currency adjustment 290 — — — 290 Balance, June 26, 2016 $ 846,626 $ 1,118,712 $ 539,600 $ 36,000 $ 2,540,938 |
Schedule of Other Assets | Other Assets June 26, 2016 Weighted Avg Life Gross Carrying Amount Accumulated Amortization Net Amortizable intangibles Recipes 10 $ 60,094 $ (50,082 ) $ 10,012 Customer relationships - Distributors 34 182,735 (50,493 ) 132,242 Customer relationships - Food Service 10 11,400 (1,018 ) 10,382 Customer relationships - Private Label 7 1,290 (526 ) 764 License 7 6,175 (5,987 ) 188 Total amortizable intangibles $ 261,694 $ (108,106 ) $ 153,588 Financial instruments (see Note 12) 1,565 — 1,565 Other (1) 30,024 (4,571 ) 25,453 Total other assets, net $ 180,606 Amortizable intangibles by segment Birds Eye Frozen $ 57,211 Duncan Hines Grocery 42,941 Boulder Brands 49,773 Specialty Foods 3,663 $ 153,588 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 Other (2) 14,779 (4,320 ) 10,459 Total other assets, net $ 120,364 Amortizable intangibles by segment Birds Eye Frozen $ 60,510 Duncan Hines Grocery 45,503 Specialty Foods 3,892 $ 109,905 (1) As of June 26, 2016 , Other primarily consists of cost basis investments in companies in the natural and organic food and beverage industries acquired through the Boulder acquisition as well as security deposits, supplemental savings plan investments and debt acquisition costs associated with the Company's revolver. (2) As of December 27, 2015 , Other primarily consists of security deposits and supplemental savings plan investments. |
Debt and Interest Expense (Tabl
Debt and Interest Expense (Tables) | 6 Months Ended |
Jun. 26, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term and Short-term Debt Instruments | June 26, December 27, Short-term borrowings - Notes payable $ 1,758 $ 2,225 Total short-term borrowings $ 1,758 $ 2,225 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 511,875 514,500 - Amended Credit Agreement - Tranche I Term Loans due 2023 548,625 — - 4.875% Senior Notes due 2021 350,000 350,000 - 5.875% Senior Notes due 2024 350,000 — - 3.0% Note payable to Gilster Mary Lee Corporation 7,012 8,878 - Unamortized discount on long term debt and deferred financing costs (45,869 ) (26,267 ) - Capital lease obligations 25,502 15,123 3,156,770 2,271,859 Less: current portion of long-term obligations 21,754 14,847 Total long-term debt $ 3,135,016 $ 2,257,012 |
Schedule of Interest Expense | Interest expense Three months ended Six months ended June 26, June 28, June 26, June 28, Interest expense $ 30,871 $ 19,635 $ 58,800 $ 39,282 Amortization of debt acquisition costs and original issue discounts 2,411 1,541 4,657 3,130 Interest rate swap losses (Note 12) 2,206 1,011 3,671 1,403 Total interest expense $ 35,488 $ 22,187 $ 67,128 $ 43,815 |
Schedule of Early Redemption Prices of Long-term Debt Instruments | Pinnacle Foods Finance may redeem the 5.875% Senior Notes at the redemption prices listed below, if redeemed during the twelve-month period beginning on January 15th of each of the years indicated below: Year Percentage 2019 104.406% 2020 102.938% 2021 101.469% 2022 and thereafter 100.000% |
Schedule of Deferred Financing Cost Activity | The following summarizes debt acquisition cost and original issue discount activity during the six months ended June 26, 2016 : Gross Carrying Amount Accumulated Amortization Net Balance, December 27, 2015 $ 58,036 $ (31,769 ) $ 26,267 2016 - Additions 24,009 — 24,009 2016 - Amortization — (4,407 ) (4,407 ) Balance, June 26, 2016 $ 82,045 $ (36,176 ) $ 45,869 |
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 June 26, 2016 , is as follows: June 26, 2016 Issue Face Value Fair Value Amended Credit Agreement - Tranche G Term Loans $ 1,409,625 $ 1,409,625 Amended Credit Agreement - Tranche H Term Loans 511,875 511,875 Amended Credit Agreement - Tranche I Term Loans 548,625 550,710 3.0% Note payable to Gilster Mary Lee Corporation 7,012 7,012 4.875% Senior Notes 350,000 353,938 5.875% Senior Notes 350,000 364,875 $ 3,177,137 $ 3,198,035 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 |
Pension and Retirement Plans (T
Pension and Retirement Plans (Tables) | 6 Months Ended |
Jun. 26, 2016 | |
General Discussion of Pension and Other Postretirement Benefits [Abstract] | |
Schedule of Net Periodic Benefit Cost | The following represents the components of net periodic (benefit) cost: Three months ended Six months ended Pension Benefits June 26, June 28, June 26, June 28, Interest cost $ 2,628 $ 2,361 $ 5,256 5,189 Expected return on assets (2,838 ) (3,225 ) (5,675 ) (6,616 ) Amortization of: Actuarial loss 309 206 617 475 Net periodic cost (benefit) $ 99 $ (658 ) $ 198 $ (952 ) |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 26, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Swaps | As of June 26, 2016 , 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 Fixed Rate Range Index Trade Dates Maturity Dates Interest Rate Swaps 10 $ 1,316,300 1.45% - 2.97% USD-LIBOR-BBA Apr 2013 - Oct 2013 Nov 2016 - Apr 2020 |
Schedule of Foreign Currency Exchange Contracts | As of June 26, 2016 , 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 CAD $ Contracts 12 $ 15,000 $ 11,595 1.281 - 1.313 Oct 2015 - April 2016 July 2016 - Dec 2016 |
Schedule of Derivative Instruments Not Designated in Qualifying Hedging Relationships | As of June 26, 2016 , the Company had the following derivative instruments that were not designated in qualifying hedging relationships: Commodity Contracts Number of Instruments Notional Purchased in Aggregate Price/Index Trade Dates Maturity Dates Diesel Fuel Contracts 1 7,025,182 Gallons $3.68 - $3.80 per Gallon Nov 2014 Dec 2016 Heating Oil Contracts 5 8,709,974 Gallons $1.25 - $1.82 per Gallon Jan 2015 - Feb 2016 Dec 2016 - Dec 2017 Natural Gas Contracts 2 798,000 MMBTU's 2.41 - 2.81 per MMBTU Oct 2015 - March 2016 Aug 2016 - Dec 2016 Soybean Oil Contracts 3 32,347,655 Pounds $0.31 - $0.35 per Pound Dec 2014 - July 2015 July 2016 - Dec 2016 |
Schedule of the Fair Value of Derivatives, Financial Instruments as their Consolidated Balance Sheet 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 June 26, 2016 and December 27, 2015 . 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 $ 6,662 Other long-term liabilities 27,297 Foreign Exchange Contracts Other current assets $ 45 Total derivatives designated as hedging instruments $ 45 $ 33,959 Derivatives not designated as hedging instruments Commodity Contracts Other current assets $ 194 Accrued liabilities $ 4,271 Other assets, net 1,565 Total derivatives not designated as hedging instruments $ 1,759 $ 4,271 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 |
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 June 26, 2016 and December 27, 2015 would be adjusted as detailed in the following table: June 26, 2016 December 27, 2015 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 $ 1,804 (1,804 ) $ — $ 471 (471 ) $ — Total liability derivatives $ 38,230 (1,804 ) $ 36,426 $ 28,881 (471 ) $ 28,410 |
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 June 26, 2016 and December 27, 2015 would be adjusted as detailed in the following table: June 26, 2016 December 27, 2015 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 $ 1,804 (1,804 ) $ — $ 471 (471 ) $ — Total liability derivatives $ 38,230 (1,804 ) $ 36,426 $ 28,881 (471 ) $ 28,410 |
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 three and six months ended June 26, 2016 and June 28, 2015 . 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 (Ineffective Portion) Interest Rate Contracts $ (8,067 ) Interest expense $ (2,206 ) Interest expense Foreign Exchange Contracts 71 Cost of products sold (24 ) Cost of products sold — Three months ended June 26, 2016 $ (7,996 ) $ (2,230 ) $ — Interest Rate Contracts $ (18,761 ) Interest expense $ (3,671 ) Interest expense Foreign Exchange Contracts (356 ) Cost of products sold 55 Cost of products sold (8 ) Six months ended June 26, 2016 $ (19,117 ) $ (3,616 ) $ (8 ) Interest Rate Contracts $ 2,564 Interest expense $ (1,011 ) Interest expense $ — Foreign Exchange Contracts (310 ) Cost of products sold 609 Cost of products sold (14 ) Three months ended June 28, 2015 $ 2,254 $ (402 ) $ (14 ) Interest Rate Contracts $ (11,567 ) Interest expense $ (1,403 ) Interest expense $ — Foreign Exchange Contracts 1,205 Cost of products sold 1,312 Cost of products sold (15 ) Six months ended June 28, 2015 $ (10,362 ) $ (91 ) $ (15 ) Derivatives Not Designated as Hedging Instruments Recognized in Earnings in: Recognized in Earnings Commodity Contracts Cost of products sold $ 1,165 Three months ended June 26, 2016 $ 1,165 Commodity Contracts Cost of products sold $ 1,848 Six months ended June 26, 2016 $ 1,848 Commodity Contracts Cost of products sold $ 1,934 Three months ended June 28, 2015 $ 1,934 Commodity Contracts Cost of products sold $ (73 ) Six months ended June 28, 2015 $ (73 ) |
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 June 26, 2016 and December 27, 2015 . June 26, 2016 Asset/(Liability) Counterparty Contract Type Termination Value Performance Risk Adjustment Accrued Interest Fair Value (excluding interest) Barclays Interest Rate Contracts $ (17,712 ) $ 986 $ (517 ) $ (16,209 ) Foreign Exchange Contracts 93 — — 93 Commodity Contracts (2,703 ) 21 — (2,682 ) Bank of America Interest Rate Contracts (14,665 ) 1,116 — (13,549 ) Foreign Exchange Contracts (49 ) 1 — (48 ) Commodity Contracts 146 1 — 147 Credit Suisse Interest Rate Contracts (3,103 ) 40 (531 ) (2,533 ) Macquarie Interest Rate Contracts (1,976 ) 13 (294 ) (1,669 ) Commodity Contracts 22 2 — 24 Total $ (39,948 ) $ 2,179 $ (1,342 ) $ (36,426 ) 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 ) |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Jun. 26, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Three months ended Six months ended SEGMENT INFORMATION June 26, June 28, June 26, June 28, Net sales Birds Eye Frozen $ 285,155 $ 268,859 $ 615,166 $ 586,749 Duncan Hines Grocery 270,471 277,994 513,656 539,192 Boulder Brands 122,607 — 223,455 — Specialty Foods 78,148 84,893 158,359 171,086 Total $ 756,381 $ 631,746 $ 1,510,636 $ 1,297,027 Earnings before interest and taxes Birds Eye Frozen $ 46,794 $ 37,978 $ 102,035 $ 81,255 Duncan Hines Grocery 52,255 51,041 94,860 94,248 Boulder Brands (1) 7,028 — (4,198 ) — Specialty Foods 6,333 7,599 13,253 15,299 Unallocated corporate expenses (2) (4,624 ) (6,803 ) (17,883 ) (12,518 ) Total $ 107,786 $ 89,815 $ 188,067 $ 178,284 Depreciation and amortization Birds Eye Frozen $ 10,857 $ 10,747 $ 22,042 $ 21,415 Duncan Hines Grocery 7,781 8,081 15,162 15,081 Boulder Brands 4,688 — 7,692 — Specialty Foods 3,429 3,461 6,776 6,661 Total $ 26,755 $ 22,289 $ 51,672 $ 43,157 Capital expenditures Birds Eye Frozen $ 16,811 $ 13,212 $ 36,443 $ 17,752 Duncan Hines Grocery 10,551 6,889 21,820 25,811 Boulder Brands 1,457 — 2,493 — Specialty Foods 2,023 1,043 4,017 4,605 Total $ 30,842 $ 21,144 $ 64,773 $ 48,168 NET SALES BY PRODUCT TYPE Net sales Frozen $ 381,171 $ 305,335 $ 796,317 $ 664,474 Shelf stable meals and meal enhancers 261,933 233,951 500,175 442,925 Desserts 75,980 65,279 144,764 137,133 Snacks 37,297 27,181 69,380 52,495 Total $ 756,381 $ 631,746 $ 1,510,636 $ 1,297,027 GEOGRAPHIC INFORMATION Net sales United States $ 741,576 $ 626,468 $ 1,486,639 $ 1,287,635 Canada 41,005 31,067 77,114 60,565 United Kingdom 3,217 — 5,689 — Intercompany (29,417 ) (25,789 ) (58,806 ) (51,173 ) Total $ 756,381 $ 631,746 $ 1,510,636 $ 1,297,027 (1) Includes $10.4 million of charges related to the fair value step-up of inventories acquired and $16.7 million of restructuring costs in the six months ended June 26, 2016. (2) Includes $6.8 million of acquisition costs in the six months ended June 26, 2016. SEGMENT INFORMATION June 26, December 27, Total assets Birds Eye Frozen $ 2,204,408 $ 2,263,159 Duncan Hines Grocery 2,629,048 2,664,966 Boulder Brands 1,271,670 — Specialty Foods 340,645 351,499 Corporate 77,081 44,539 Total $ 6,522,852 $ 5,324,163 GEOGRAPHIC INFORMATION Plant assets United States $ 664,754 $ 615,123 Canada 32,322 15,986 United Kingdom 3,895 — Total $ 700,971 $ 631,109 |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 6 Months Ended |
Jun. 26, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of the provision for income taxes | The provision for income taxes and related effective tax rates for the three and six months ended June 26, 2016 and June 28, 2015 , respectively, were as follows: Three months ended Six months ended Provision for Income Taxes June 26, June 28, June 26, June 28, Current $ 20,066 $ 9,337 $ 31,396 $ 16,296 Deferred 6,476 14,624 19,027 33,123 Total $ 26,542 $ 23,961 $ 50,423 $ 49,419 Effective tax rate 36.7 % 35.4 % 41.7 % 36.7 % |
Guarantor and Nonguarantor St40
Guarantor and Nonguarantor Statements (Tables) | 6 Months Ended |
Jun. 26, 2016 | |
Guarantor And Nonguarantor Statements [Abstract] | |
Condensed Consolidating Balance Sheets | Pinnacle Foods Inc. Condensed Consolidating Balance Sheet June 26, 2016 Pinnacle Foods Inc. Pinnacle Foods Finance LLC Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations and Reclassifications Consolidated Total Current assets: Cash and cash equivalents $ — $ — $ 122,433 $ 6,911 $ — $ 129,344 Accounts receivable, net — — 258,122 12,078 — 270,200 Intercompany accounts receivable 92,756 — 791,709 1,610 (886,075 ) — Inventories, net — — 425,019 16,221 — 441,240 Other current assets — 239 15,838 1,057 — 17,134 Deferred tax assets — 1,670 69,717 1,233 — 72,620 Total current assets 92,756 1,909 1,682,838 39,110 (886,075 ) 930,538 Plant assets, net — — 664,754 36,217 — 700,971 Investment in subsidiaries 1,777,372 2,476,347 39,627 — (4,293,346 ) — Intercompany note receivable — 2,996,357 44,914 9,802 (3,051,073 ) — Tradenames — — 2,536,400 4,538 — 2,540,938 Other assets, net — 2,492 166,423 11,691 — 180,606 Deferred tax assets — 343,347 — — (343,347 ) — Goodwill — — 2,115,319 54,480 — 2,169,799 Total assets $ 1,870,128 $ 5,820,452 $ 7,250,275 $ 155,838 $ (8,573,841 ) $ 6,522,852 Current liabilities: Short-term borrowings $ — $ — $ 1,758 $ — $ — $ 1,758 Current portion of long-term obligations — 10,750 10,989 15 — 21,754 Accounts payable — — 209,180 9,064 — 218,244 Intercompany accounts payable — 857,303 1,610 27,210 (886,123 ) — Accrued trade marketing expense — — 38,931 2,519 — 41,450 Accrued liabilities 244 34,052 106,370 3,490 — 144,156 Dividends payable 30,998 — — — — 30,998 Total current liabilities 31,242 902,105 368,838 42,298 (886,123 ) 458,360 Long-term debt — 3,113,678 21,029 309 — 3,135,016 Intercompany note payable — — 2,986,057 64,968 (3,051,025 ) — Pension and other postretirement benefits — — 62,903 — — 62,903 Other long-term liabilities — 27,297 33,687 3,375 — 64,359 Deferred tax liabilities — — 1,301,414 4,392 (343,347 ) 962,459 Total liabilities 31,242 4,043,080 4,773,928 115,342 (4,280,495 ) 4,683,097 Commitments and contingencies (Note 13) Shareholders' equity: Pinnacle common stock 1,186 — — — — 1,186 Additional paid-in-capital 1,404,567 1,405,753 1,313,141 33,008 (2,751,902 ) 1,404,567 Retained earnings 528,180 434,556 1,199,791 13,242 (1,647,589 ) 528,180 Accumulated other comprehensive loss (62,937 ) (62,937 ) (36,585 ) (6,623 ) 106,145 (62,937 ) Capital stock in treasury, at cost (32,110 ) — — — — (32,110 ) Total Pinnacle Foods Inc. and Subsidiaries stockholders' equity 1,838,886 1,777,372 2,476,347 39,627 (4,293,346 ) 1,838,886 Non-controlling interest — — — 869 — 869 Total Equity 1,838,886 1,777,372 2,476,347 40,496 (4,293,346 ) 1,839,755 Total liabilities and equity $ 1,870,128 $ 5,820,452 $ 7,250,275 $ 155,838 $ (8,573,841 ) $ 6,522,852 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 — 935 118,621 808 — 120,364 Deferred tax assets — 332,372 — — (332,372 ) — Goodwill — — 1,692,715 21,293 — 1,714,008 Total assets $ 1,836,490 $ 4,848,049 $ 6,018,303 $ 72,490 $ (7,451,169 ) $ 5,324,163 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 — 2,242,608 14,055 349 — 2,257,012 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 3,104,034 3,589,831 46,057 (3,252,249 ) 3,518,634 Commitments and contingencies (Note 13) Shareholders' 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, at cost (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 $ 4,848,049 $ 6,018,303 $ 72,490 $ (7,451,169 ) $ 5,324,163 |
Condensed Consolidating Statements of Operations and Comprehensive Earnings | Pinnacle Foods Inc. Condensed Consolidating Statement of Operations and Comprehensive Earnings For the three months ended June 26, 2016 Pinnacle Foods Inc. Pinnacle Foods Finance LLC Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Total Net sales $ — $ — $ 741,576 $ 44,222 $ (29,417 ) $ 756,381 Cost of products sold — — 525,536 38,072 (28,419 ) 535,189 Gross profit — — 216,040 6,150 (998 ) 221,192 Marketing and selling expenses — — 59,356 1,680 — 61,036 Administrative expenses — — 41,281 2,422 — 43,703 Research and development expenses — — 4,967 131 — 5,098 Intercompany royalties — — (48 ) 155 (107 ) — Intercompany management fees — — — 643 (643 ) — Intercompany technical service fees — — — 248 (248 ) — Other expense (income), net — (499 ) 3,967 101 — 3,569 Equity in (earnings) loss of investees (45,784 ) (52,539 ) (683 ) — 99,006 — (45,784 ) (53,038 ) 108,840 5,380 98,008 113,406 Earnings before interest and taxes 45,784 53,038 107,200 770 (99,006 ) 107,786 Intercompany interest (income) expense — (23,434 ) 23,650 (216 ) — — Interest expense — 34,987 491 10 — 35,488 Interest income — — 13 14 — 27 Earnings before income taxes 45,784 41,485 83,072 990 (99,006 ) 72,325 Provision (benefit) for income taxes — (4,299 ) 30,533 308 — 26,542 Net earnings 45,784 45,784 52,539 682 (99,006 ) 45,783 Less: Net loss attributable to non-controlling interest — — — (1 ) — (1 ) Net earnings attributable to Pinnacle Foods, Inc. and Subsidiaries common stockholders $ 45,784 $ 45,784 $ 52,539 $ 683 $ (99,006 ) $ 45,784 Total comprehensive earnings 42,611 42,611 52,952 903 (96,467 ) 42,610 Less: Comprehensive loss attributable to non-controlling interest — — — (1 ) — (1 ) Comprehensive earnings attributable to Pinnacle Foods, Inc. and Subsidiaries $ 42,611 $ 42,611 $ 52,952 $ 904 $ (96,467 ) $ 42,611 Pinnacle Foods Inc. Condensed Consolidating Statement of Operations and Comprehensive Earnings For the three months ended June 28, 2015 Pinnacle Foods Inc. Pinnacle Foods Finance LLC Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Total Net sales $ — $ — $ 626,468 $ 31,067 $ (25,789 ) $ 631,746 Cost of products sold — 14 461,850 26,304 (25,531 ) 462,637 Gross profit — (14 ) 164,618 4,763 (258 ) 169,109 Marketing and selling expenses — — 43,320 2,378 — 45,698 Administrative expenses — (129 ) 26,308 1,486 — 27,665 Research and development expenses — — 3,449 140 — 3,589 Intercompany royalties — — — 8 (8 ) — Intercompany technical service fees — — — 250 (250 ) — Other expense (income), net — (522 ) 2,830 34 — 2,342 Equity in (earnings) loss of investees (43,679 ) (46,246 ) (266 ) — 90,191 — (43,679 ) (46,897 ) 75,641 4,296 89,933 79,294 Earnings before interest and taxes 43,679 46,883 88,977 467 (90,191 ) 89,815 Intercompany interest (income) expense — (17,181 ) 16,908 273 — — Interest expense — 21,808 367 12 — 22,187 Interest income — — 2 10 — 12 Earnings before income taxes 43,679 42,256 71,704 192 (90,191 ) 67,640 Provision (benefit) for income taxes — (1,423 ) 25,458 (74 ) — 23,961 Net earnings $ 43,679 $ 43,679 $ 46,246 $ 266 $ (90,191 ) $ 43,679 Total comprehensive earnings (loss) $ 45,715 $ 45,715 $ 46,100 $ (31 ) $ (91,784 ) $ 45,715 |
Condensed Consolidating Statements of Cash Flows | Pinnacle Foods Inc. Condensed Consolidating Statement of Cash Flows For the six months ended June 26, 2016 Pinnacle Foods Inc. 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 $ (6,369 ) $ 11,481 $ 139,564 $ 20,427 $ — $ 165,103 Cash flows from investing activities Business acquisition activity — — (985,365 ) — — (985,365 ) Intercompany accounts receivable/payable — 7,832 13,588 — (21,420 ) — Intercompany loans — (880,122 ) — — 880,122 — Investment in Subsidiary 44,905 33,726 — — (78,631 ) — Capital expenditures — — (57,086 ) (3,101 ) — (60,187 ) Net cash (used in) provided by investing activities 44,905 (838,564 ) (1,028,863 ) (3,101 ) 780,071 (1,045,552 ) Cash flows from financing activities Net proceeds from issuance of common stock 15,642 — — — — 15,642 Excess tax benefits on stock-based compensation 6,369 — — — — 6,369 Taxes paid related to net share settlement of equity awards (1,087 ) — — — — (1,087 ) Dividends paid (59,460 ) — — — — (59,460 ) Proceeds from notes offering — 350,000 — — — 350,000 Proceeds from bank term loans — 547,250 — — — 547,250 Repayments of long-term obligations — (4,000 ) (2,478 ) — — (6,478 ) Proceeds from short-term borrowing — — 1,604 — — 1,604 Repayments of short-term borrowing — — (2,060 ) — — (2,060 ) Intercompany accounts receivable/payable — — (7,832 ) (13,588 ) 21,420 — Return of capital — (44,905 ) (33,726 ) — 78,631 — Intercompany loans — — 880,122 — (880,122 ) — Repayment of capital lease obligations — — (1,567 ) (7 ) — (1,574 ) Debt acquisition costs — (21,262 ) — — — (21,262 ) Net cash (used in) provided by financing activities (38,536 ) 827,083 834,063 (13,595 ) (780,071 ) 828,944 Effect of exchange rate changes on cash — — — 300 — 300 Net change in cash and cash equivalents — — (55,236 ) 4,031 — (51,205 ) Cash and cash equivalents - beginning of period — — 177,669 2,880 — 180,549 Cash and cash equivalents - end of period $ — $ — $ 122,433 $ 6,911 $ — $ 129,344 Pinnacle Foods Inc. Condensed Consolidating Statement of Cash Flows For the six months ended June 28, 2015 Pinnacle Foods Inc. 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 $ — $ (6,195 ) $ 137,365 $ (6,736 ) $ — $ 124,434 Cash flows from investing activities Payments for business acquisitions — — 1,102 — — 1,102 Intercompany accounts receivable/payable — — (19,131 ) — 19,131 — Intercompany loans — — (7,209 ) — 7,209 — Investment in subsidiaries 55,248 — — — (55,248 ) — Capital expenditures — — (47,057 ) (1,111 ) — (48,168 ) Net cash (used in) provided by investing activities 55,248 — (72,295 ) (1,111 ) (28,908 ) (47,066 ) Cash flows from financing activities Proceeds from the issuance of common stock 824 — — — — 824 Excess tax benefits on stock-based compensation 1,076 — — — — 1,076 Taxes paid related to net share settlement of equity awards (2,401 ) — — — — (2,401 ) Dividends paid (54,747 ) — — — — (54,747 ) Repayments of long-term obligations — (2,626 ) (1,796 ) — — (4,422 ) Proceeds from short-term borrowing — — 1,710 — — 1,710 Repayments of short-term borrowing — — (2,312 ) — — (2,312 ) Intercompany accounts receivable/payable — 8,821 — 10,310 (19,131 ) — Proceeds from Intercompany loans — — — 7,209 (7,209 ) — Parent investment — — (55,248 ) — 55,248 — Repayment of capital lease obligations — — (1,871 ) — — (1,871 ) Net cash (used in) provided by financing activities (55,248 ) 6,195 (59,517 ) 17,519 28,908 (62,143 ) Effect of exchange rate changes on cash — — — (346 ) — (346 ) Net change in cash and cash equivalents — — 5,553 9,326 — 14,879 Cash and cash equivalents - beginning of period — — 32,942 5,535 — 38,477 Cash and cash equivalents - end of period $ — $ — $ 38,495 $ 14,861 $ — $ 53,356 |
Summary of Business Activities
Summary of Business Activities (Details) | May 08, 2015shares | Jun. 26, 2016segment | Apr. 02, 2007 |
Subsidiary, Sale of Stock [Line Items] | |||
Number of operating segments | segment | 4 | ||
Blackstone | |||
Subsidiary, Sale of Stock [Line Items] | |||
Ownership percentage | 98.00% | ||
Number of shares sold by company | shares | 5,000,000 |
Interim Financial Statements (D
Interim Financial Statements (Details) - USD ($) $ in Thousands | Jun. 26, 2016 | Dec. 27, 2015 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Debt issuance costs | $ 45,869 | $ 26,267 |
Accounting Standards Update 2015-03 | Long-term Debt | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Debt issuance costs | 15,900 | |
Accounting Standards Update 2015-03 | Other Assets | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Debt issuance costs | $ (15,900) |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) | Jan. 15, 2016 | Jun. 26, 2016 | Jun. 28, 2015 | Jun. 26, 2016 | Jun. 26, 2016 | Jun. 28, 2015 | Dec. 27, 2015 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 2,169,799,000 | $ 2,169,799,000 | $ 2,169,799,000 | $ 1,714,008,000 | |||
Net sales | 756,381,000 | $ 631,746,000 | 1,510,636,000 | $ 1,297,027,000 | |||
Net loss | (45,784,000) | (43,679,000) | (70,620,000) | (85,215,000) | |||
Transaction costs | 0 | $ 0 | 6,781,000 | $ 0 | |||
Debt issuance costs and discount | 45,869,000 | 45,869,000 | 45,869,000 | 26,267,000 | |||
Boulder Brands | |||||||
Business Acquisition [Line Items] | |||||||
Percentage acquired | 100.00% | ||||||
Total cost of acquisition | $ 1,001,419,000 | ||||||
Intangible assets and goodwill | 1,042,000,000 | ||||||
Goodwill | 450,366,000 | ||||||
Tax deductible goodwill | 21,700,000 | ||||||
Net sales | 223,500,000 | ||||||
Net loss | 9,200,000 | ||||||
Restructuring charges | 16,686,000 | ||||||
Transaction costs | 6,800,000 | 1,700,000 | |||||
Payments to acquire business | 118,300,000 | ||||||
Debt issuance costs and discount | 24,000,000 | 24,000,000 | 24,000,000 | $ 400,000 | |||
Merger, acquisition and advisory fees | 6,100,000 | ||||||
Other acquisition related costs | 700,000 | ||||||
Boulder Brands | Tradenames | |||||||
Business Acquisition [Line Items] | |||||||
Tradenames | $ 539,600,000 | ||||||
Boulder Brands | Distributor Relationships | |||||||
Business Acquisition [Line Items] | |||||||
Useful life (years) | 30 years | ||||||
Boulder Brands | Customer Relationships | |||||||
Business Acquisition [Line Items] | |||||||
Useful life (years) | 10 years | ||||||
Senior Notes | Boulder Brands | |||||||
Business Acquisition [Line Items] | |||||||
Face amount | $ 350,000,000 | ||||||
Stated interest rate (percent) | 5.875% | ||||||
Secured Debt | Boulder Brands | |||||||
Business Acquisition [Line Items] | |||||||
Face amount | $ 550,000,000 | ||||||
Fair Value Adjustment to Inventory | Boulder Brands | |||||||
Business Acquisition [Line Items] | |||||||
Inventory fair value step-up | 10,400,000 | ||||||
Employee Severance | Boulder Brands | |||||||
Business Acquisition [Line Items] | |||||||
Restructuring charges | $ 16,700,000 | ||||||
Expected cost to be incurred | $ 18,000,000 | ||||||
Administrative (income) expenses | Boulder Brands | |||||||
Business Acquisition [Line Items] | |||||||
Restructuring charges | $ 6,100,000 | $ 16,700,000 |
Acquisitions - Summary of the A
Acquisitions - Summary of the Allocation of the Total Cost of the Acquisition to Assets Acquired (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 26, 2016 | Jun. 28, 2015 | Jan. 15, 2016 | Dec. 27, 2015 | |
Assets acquired: | ||||
Goodwill | $ 2,169,799 | $ 1,714,008 | ||
Boulder Brands | ||||
Assets acquired: | ||||
Cash | $ 16,054 | |||
Accounts receivable | 42,088 | |||
Inventories | 66,893 | |||
Other current assets | 12,043 | |||
Deferred tax asset | 24,949 | |||
Property and equipment | 59,405 | |||
Customer relationships | 11,400 | |||
Other assets | 11,798 | |||
Goodwill | 450,366 | |||
Fair value of assets acquired | 1,275,196 | |||
Liabilities assumed | ||||
Accounts payable | 16,022 | |||
Accrued liabilities | 41,094 | |||
Capital lease obligations | 7,486 | |||
Long term deferred tax liability | 204,024 | |||
Other long-term liabilities | 4,282 | |||
Non-controlling interest | 869 | |||
Total cost of acquisition | 1,001,419 | |||
Business Acquisition, Pro Forma Information [Abstract] | ||||
Net sales | 1,528,200 | $ 1,543,700 | ||
Net earnings | $ 96,200 | $ 52,500 | ||
Tradenames | Boulder Brands | ||||
Assets acquired: | ||||
Tradenames | 539,600 | |||
Distributor relationships | Boulder Brands | ||||
Assets acquired: | ||||
Distributor relationships | $ 40,600 |
Acquisitions - Summary of Restr
Acquisitions - Summary of Restructuring Charges (Details) - Boulder Brands $ in Thousands | 6 Months Ended |
Jun. 26, 2016USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 0 |
Expense | 16,686 |
Payments | (7,228) |
Ending balance | $ 9,458 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Subject to Recurring Fair Value (Details) - USD ($) $ in Thousands | Jun. 26, 2016 | Dec. 27, 2015 |
Assets | ||
Derivative assets | $ 1,804 | $ 471 |
Liabilities | ||
Derivative liabilities | 38,230 | 28,881 |
Recurring | Level 1 | ||
Assets | ||
Total assets at fair value | 0 | 0 |
Liabilities | ||
Total liabilities at fair value | 0 | 0 |
Recurring | Level 2 | ||
Assets | ||
Total assets at fair value | 45 | 471 |
Liabilities | ||
Total liabilities at fair value | 36,471 | 28,881 |
Recurring | Level 3 | ||
Assets | ||
Total assets at fair value | 0 | 0 |
Liabilities | ||
Total liabilities at fair value | 0 | 0 |
Recurring | Interest rate derivatives | Level 1 | ||
Liabilities | ||
Derivative liabilities | 0 | 0 |
Recurring | Interest rate derivatives | Level 2 | ||
Liabilities | ||
Derivative liabilities | 33,959 | 18,868 |
Recurring | Interest rate derivatives | Level 3 | ||
Liabilities | ||
Derivative liabilities | 0 | 0 |
Recurring | Foreign currency derivatives | Level 1 | ||
Assets | ||
Derivative assets | 0 | 0 |
Recurring | Foreign currency derivatives | Level 2 | ||
Assets | ||
Derivative assets | 45 | 471 |
Recurring | Foreign currency derivatives | Level 3 | ||
Assets | ||
Derivative assets | 0 | 0 |
Recurring | Commodity derivatives | Level 1 | ||
Liabilities | ||
Derivative liabilities | 0 | 0 |
Recurring | Commodity derivatives | Level 2 | ||
Liabilities | ||
Derivative liabilities | 2,512 | 10,013 |
Recurring | Commodity derivatives | Level 3 | ||
Liabilities | ||
Derivative liabilities | 0 | 0 |
Fair Value | Recurring | ||
Assets | ||
Total assets at fair value | 45 | 471 |
Liabilities | ||
Total liabilities at fair value | 36,471 | 28,881 |
Fair Value | Recurring | Interest rate derivatives | ||
Liabilities | ||
Derivative liabilities | 33,959 | 18,868 |
Fair Value | Recurring | Foreign currency derivatives | ||
Assets | ||
Derivative assets | 45 | 471 |
Fair Value | Recurring | Commodity derivatives | ||
Liabilities | ||
Derivative liabilities | $ 2,512 | $ 10,013 |
Other Expense (Income), net - S
Other Expense (Income), net - Schedule of Other Expense (Income), Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2016 | Jun. 28, 2015 | Jun. 26, 2016 | Jun. 28, 2015 | |
Other Income and Expenses [Abstract] | ||||
Amortization of intangibles/other assets | $ 4,309 | $ 3,399 | $ 8,356 | $ 6,761 |
Foreign exchange (gains) losses | (499) | (701) | (1,283) | 1,578 |
Boulder acquisition costs (Note 3) | 0 | 0 | 6,781 | 0 |
Royalty income and other | (241) | (356) | (970) | (596) |
Total other expense (income), net | $ 3,569 | $ 2,342 | $ 12,884 | $ 7,743 |
Equity-Based Compensation Exp48
Equity-Based Compensation Expense and Earnings Per Share - Schedule of Equity-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 26, 2016 | Jun. 28, 2015 | Jun. 26, 2016 | Jun. 28, 2015 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Pre-tax equity-based compensation expense | $ 1,222 | $ 4,593 | $ 5,131 | $ 8,062 | |
Income tax benefit | (416) | (1,695) | (1,893) | (2,967) | |
Net equity-based compensation expense | 806 | 2,898 | 3,238 | 5,095 | |
Cost of products sold | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Pre-tax equity-based compensation expense | 211 | 578 | 904 | 1,871 | |
Marketing and selling expenses | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Pre-tax equity-based compensation expense | 1,377 | 1,480 | 2,557 | 1,994 | |
Administrative (income) expenses | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Pre-tax equity-based compensation expense | [1] | (521) | 2,412 | 1,413 | 3,956 |
Research and development expenses | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Pre-tax equity-based compensation expense | $ 155 | $ 123 | $ 257 | $ 241 | |
[1] | The departure of the Company's previous Chief Executive Officer ("CEO") in the second quarter of 2016 resulted in income being recognized due to the forfeiture of unvested awards. |
Equity-Based Compensation Exp49
Equity-Based Compensation Expense and Earnings Per Share - Plan Narrative (Details) - $ / shares | 3 Months Ended | 6 Months Ended | |
Jun. 26, 2016 | Jun. 26, 2016 | Apr. 03, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grants during period (shares) | 633,709 | ||
2013 Omnibus Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized | 11,300,000 | ||
Vesting period (years) | 3 years | ||
Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards granted during period (shares) | 223,204 | ||
Performance Shares | 2013 Omnibus Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance period (years) | 3 years | ||
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards granted during period (shares) | 313,795 | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grants during period, grant date fair value (in dollars per share) | $ 8.97 | ||
Grants during period, exercise price (in dollars per share) | 42.08 | ||
Minimum | Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity instruments other than options granted during period, grant date fair value (in dollars per share) | 44.32 | ||
Minimum | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity instruments other than options granted during period, grant date fair value (in dollars per share) | 42.08 | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grants during period, grant date fair value (in dollars per share) | 9.44 | ||
Grants during period, exercise price (in dollars per share) | 45.28 | ||
Maximum | Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity instruments other than options granted during period, grant date fair value (in dollars per share) | 53.07 | ||
Maximum | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity instruments other than options granted during period, grant date fair value (in dollars per share) | $ 45.28 |
Equity-Based Compensation Exp50
Equity-Based Compensation Expense and Earnings Per Share - Schedule of Weighted Average Number of Shares (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2016 | Jun. 28, 2015 | Jun. 26, 2016 | Jun. 28, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Weighted-average common shares | 116,657,004 | 116,030,571 | 116,387,240 | 115,968,301 |
Effect of dilutive securities | 1,108,926 | 1,250,001 | 1,302,162 | 1,190,188 |
Dilutive potential common shares | 117,765,930 | 117,280,572 | 117,689,402 | 117,158,489 |
Antidilutive shares excluded from the computation | 748,900 | 526,648 | 562,674 | 265,264 |
Accumulated Other Comprehensi51
Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2016 | Jun. 28, 2015 | Jun. 26, 2016 | Jun. 28, 2015 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | $ 1,805,529 | $ 1,713,989 | ||
Other comprehensive loss before reclassification | (6,161) | (7,487) | ||
Amounts reclassified from accumulated other comprehensive loss | 2,612 | 326 | ||
Net current period other comprehensive (loss) income | $ (3,173) | $ 2,036 | (3,549) | (7,161) |
Ending balance | 1,839,755 | 1,744,651 | 1,839,755 | 1,744,651 |
Accumulated Other Comprehensive Loss | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (59,388) | (37,734) | ||
Ending balance | (62,937) | (44,895) | (62,937) | (44,895) |
Currency translation adjustments | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (6,418) | (2,054) | ||
Other comprehensive loss before reclassification | 5,566 | (1,181) | ||
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | ||
Net current period other comprehensive (loss) income | 5,566 | (1,181) | ||
Ending balance | (852) | (3,235) | (852) | (3,235) |
Gains (Losses) on cash flow hedges | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (9,232) | 4,124 | ||
Other comprehensive loss before reclassification | (11,727) | (6,306) | ||
Amounts reclassified from accumulated other comprehensive loss | 2,229 | 5 | ||
Net current period other comprehensive (loss) income | (9,498) | (6,301) | ||
Ending balance | (18,730) | (2,177) | (18,730) | (2,177) |
Change in pensions | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (43,738) | (39,804) | ||
Other comprehensive loss before reclassification | 0 | 0 | ||
Amounts reclassified from accumulated other comprehensive loss | 383 | 321 | ||
Net current period other comprehensive (loss) income | 383 | 321 | ||
Ending balance | $ (43,355) | $ (39,483) | $ (43,355) | $ (39,483) |
Accumulated Other Comprehensi52
Accumulated Other Comprehensive Loss - Reclassifications out of AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 26, 2016 | Jun. 28, 2015 | Jun. 26, 2016 | Jun. 28, 2015 | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Interest expense | $ (35,488) | $ (22,187) | $ (67,128) | $ (43,815) | |
Cost of products sold | (535,189) | (462,637) | (1,090,877) | (956,201) | |
Tax benefit (expense) | (26,542) | (23,961) | (50,423) | (49,419) | |
Net earnings attributable to Pinnacle Foods, Inc. and Subsidiaries common stockholders | 45,784 | 43,679 | 70,620 | 85,215 | |
Reclassification out of Accumulated Other Comprehensive Loss | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Net earnings attributable to Pinnacle Foods, Inc. and Subsidiaries common stockholders | (1,584) | (240) | (2,612) | (326) | |
Gains and losses on financial instrument contracts | Reclassification out of Accumulated Other Comprehensive Loss | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Total pre-tax | (2,230) | (402) | (3,616) | (91) | |
Tax benefit (expense) | 838 | 313 | 1,387 | 86 | |
Net earnings attributable to Pinnacle Foods, Inc. and Subsidiaries common stockholders | (1,392) | (89) | (2,229) | (5) | |
Pension actuarial assumption adjustments | Reclassification out of Accumulated Other Comprehensive Loss | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Cost of products sold | [1] | (309) | (244) | (617) | (519) |
Tax benefit (expense) | 117 | 93 | 234 | 198 | |
Net earnings attributable to Pinnacle Foods, Inc. and Subsidiaries common stockholders | (192) | (151) | (383) | (321) | |
Interest rate contracts | Gains and losses on financial instrument contracts | Reclassification out of Accumulated Other Comprehensive Loss | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Interest expense | (2,206) | (1,011) | (3,671) | (1,403) | |
Foreign exchange contracts | Gains and losses on financial instrument contracts | Reclassification out of Accumulated Other Comprehensive Loss | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Cost of products sold | $ (24) | $ 609 | $ 55 | $ 1,312 | |
[1] | This is included in the computation of net periodic pension cost (see Note 11 for additional details). |
Balance Sheet Information - Sch
Balance Sheet Information - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Jun. 26, 2016 | Dec. 27, 2015 |
Accounts Receivable, Net, Current [Abstract] | ||
Customers | $ 271,950 | $ 219,352 |
Allowances for cash discounts, bad debts and returns | (11,359) | (7,902) |
Subtotal | 260,591 | 211,450 |
Other receivables | 9,609 | 8,286 |
Total | $ 270,200 | $ 219,736 |
Balance Sheet Information - S54
Balance Sheet Information - Schedule of Inventories (Details) - USD ($) $ in Thousands | Jun. 26, 2016 | Dec. 27, 2015 | |
Inventory, Net [Abstract] | |||
Raw materials | $ 101,990 | $ 57,145 | |
Work in progress | [1] | 34,179 | 61,527 |
Finished product | 305,071 | 284,429 | |
Total | $ 441,240 | $ 403,101 | |
[1] | Included in work in progress is primarily agricultural inventory. |
Balance Sheet Information - S55
Balance Sheet Information - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 26, 2016 | Dec. 27, 2015 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid expenses and other | $ 11,403 | $ 8,166 |
Prepaid income taxes | 5,731 | 5,511 |
Total | $ 17,134 | $ 13,677 |
Balance Sheet Information - S56
Balance Sheet Information - Schedule of Plant Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 26, 2016 | Jun. 28, 2015 | Jun. 26, 2016 | Jun. 28, 2015 | Dec. 27, 2015 | |
Property, Plant and Equipment [Line Items] | |||||
Plant assets, gross | $ 1,151,576 | $ 1,151,576 | $ 1,039,403 | ||
Accumulated depreciation | (450,605) | (450,605) | (408,294) | ||
Total | 700,971 | 700,971 | 631,109 | ||
Depreciation | 22,446 | $ 18,891 | 43,316 | $ 36,396 | |
Accumulated depreciation | 450,605 | 450,605 | 408,294 | ||
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Plant assets, gross | 15,771 | 15,771 | 14,948 | ||
Buildings | |||||
Property, Plant and Equipment [Line Items] | |||||
Plant assets, gross | 268,415 | 268,415 | 246,988 | ||
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Plant assets, gross | 784,641 | 784,641 | 716,314 | ||
Projects in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Plant assets, gross | 82,749 | 82,749 | 61,153 | ||
Assets under capital lease | |||||
Property, Plant and Equipment [Line Items] | |||||
Accumulated depreciation | (12,093) | (12,093) | (11,018) | ||
Total | 21,460 | 21,460 | 16,372 | ||
Accumulated depreciation | $ 12,093 | $ 12,093 | $ 11,018 |
Balance Sheet Information - S57
Balance Sheet Information - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 26, 2016 | Dec. 27, 2015 |
Accrued Liabilities, Current [Abstract] | ||
Employee compensation and benefits | $ 53,009 | $ 55,416 |
Interest payable | 23,795 | 12,127 |
Consumer coupons | 5,711 | 2,035 |
Accrued restructuring charges (see note 3) | 9,458 | 0 |
Accrued financial instrument contracts (see note 12) | 10,933 | 5,957 |
Accrued broker commissions | 7,519 | 4,651 |
Other | 33,731 | 20,324 |
Total | $ 144,156 | $ 100,510 |
Balance Sheet Information - S58
Balance Sheet Information - Schedule of Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Jun. 26, 2016 | Dec. 27, 2015 |
Liabilities, Noncurrent [Abstract] | ||
Employee compensation and benefits | $ 12,674 | $ 9,806 |
Long-term rent liability and deferred rent allowances | 7,108 | 7,774 |
Liability for uncertain tax positions | 11,435 | 7,712 |
Accrued financial instrument contracts (see note 12) | 27,297 | 22,924 |
Other | 5,845 | 6,290 |
Total | $ 64,359 | $ 54,506 |
Goodwill, Tradenames and Othe59
Goodwill, Tradenames and Other Assets - Schedule of Goodwill by Segment (Details) $ in Thousands | 6 Months Ended |
Jun. 26, 2016USD ($) | |
Goodwill [Roll Forward] | |
Balance, December 27, 2015 | $ 1,714,008 |
Boulder acquisition (Note 3) | 450,366 |
Foreign currency adjustment | 5,425 |
Balance, June 26, 2016 | 2,169,799 |
Operating Segments | Birds Eye Frozen | |
Goodwill [Roll Forward] | |
Balance, December 27, 2015 | 603,432 |
Boulder acquisition (Note 3) | 0 |
Foreign currency adjustment | 1,452 |
Balance, June 26, 2016 | 604,884 |
Operating Segments | Duncan Hines Grocery | |
Goodwill [Roll Forward] | |
Balance, December 27, 2015 | 936,615 |
Boulder acquisition (Note 3) | 0 |
Foreign currency adjustment | 0 |
Balance, June 26, 2016 | 936,615 |
Operating Segments | Boulder Brands | |
Goodwill [Roll Forward] | |
Balance, December 27, 2015 | 0 |
Boulder acquisition (Note 3) | 450,366 |
Foreign currency adjustment | 3,973 |
Balance, June 26, 2016 | 454,339 |
Operating Segments | Specialty Foods | |
Goodwill [Roll Forward] | |
Balance, December 27, 2015 | 173,961 |
Boulder acquisition (Note 3) | 0 |
Foreign currency adjustment | 0 |
Balance, June 26, 2016 | $ 173,961 |
Goodwill, Tradenames and Othe60
Goodwill, Tradenames and Other Assets - Schedule of Tradenames by Segment (Details) - Tradenames $ in Thousands | 6 Months Ended |
Jun. 26, 2016USD ($) | |
Indefinite-lived Intangible Assets [Roll Forward] | |
Balance, December 27, 2015 | $ 2,001,048 |
Boulder acquisition (Note 3) | 539,600 |
Foreign currency adjustment | 290 |
Balance, June 26, 2016 | 2,540,938 |
Operating Segments | Birds Eye Frozen | |
Indefinite-lived Intangible Assets [Roll Forward] | |
Balance, December 27, 2015 | 846,336 |
Boulder acquisition (Note 3) | 0 |
Foreign currency adjustment | 290 |
Balance, June 26, 2016 | 846,626 |
Operating Segments | Duncan Hines Grocery | |
Indefinite-lived Intangible Assets [Roll Forward] | |
Balance, December 27, 2015 | 1,118,712 |
Boulder acquisition (Note 3) | 0 |
Foreign currency adjustment | 0 |
Balance, June 26, 2016 | 1,118,712 |
Operating Segments | Boulder Brands | |
Indefinite-lived Intangible Assets [Roll Forward] | |
Balance, December 27, 2015 | 0 |
Boulder acquisition (Note 3) | 539,600 |
Foreign currency adjustment | 0 |
Balance, June 26, 2016 | 539,600 |
Operating Segments | Specialty Foods | |
Indefinite-lived Intangible Assets [Roll Forward] | |
Balance, December 27, 2015 | 36,000 |
Boulder acquisition (Note 3) | 0 |
Foreign currency adjustment | 0 |
Balance, June 26, 2016 | $ 36,000 |
Goodwill, Tradenames and Othe61
Goodwill, Tradenames and Other Assets - Schedule of Other Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 26, 2016 | Jun. 28, 2015 | Jun. 26, 2016 | Jun. 28, 2015 | Dec. 27, 2015 | ||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Finite-lived intangible assets, Gross Carrying Amount | $ 261,694 | $ 261,694 | $ 209,688 | |||||
Finite-lived intangible assets, Accumulated Amortization | (108,106) | (108,106) | (99,783) | |||||
Finite-lived intangible assets, Net | 153,588 | 153,588 | 109,905 | |||||
Financial instruments (see Note 12) | 1,565 | 1,565 | ||||||
Other, Gross Carrying Amount | 30,024 | [1] | 30,024 | [1] | 14,779 | [2] | ||
Other, Accumulated Amortization | (4,571) | [1] | (4,571) | [1] | (4,320) | [2] | ||
Other, Net | 25,453 | [1] | 25,453 | [1] | 10,459 | [2] | ||
Total other assets, net | 180,606 | 180,606 | $ 120,364 | |||||
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||||||||
Amortization of intangible assets | 4,309 | $ 3,399 | 8,356 | $ 6,761 | ||||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||||||
Estimated amortization expense, remainder of 2016 | 8,800 | 8,800 | ||||||
Estimated amortization expense, 2017 | 11,800 | 11,800 | ||||||
Estimated amortization expense, 2018 | 9,600 | 9,600 | ||||||
Estimated amortization expense, 2019 | 8,900 | 8,900 | ||||||
Estimated amortization expense, 2020 | 8,200 | 8,200 | ||||||
Estimated amortization expense, thereafter | 106,400 | $ 106,400 | ||||||
Recipes | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Weighted Average Life (years) | 10 years | 10 years | ||||||
Finite-lived intangible assets, Gross Carrying Amount | 60,094 | $ 60,094 | $ 60,094 | |||||
Finite-lived intangible assets, Accumulated Amortization | (50,082) | (50,082) | (47,077) | |||||
Finite-lived intangible assets, Net | 10,012 | $ 10,012 | $ 13,017 | |||||
Customer relationships - Distributors | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Weighted Average Life (years) | 34 years | 35 years | ||||||
Finite-lived intangible assets, Gross Carrying Amount | 182,735 | $ 182,735 | $ 142,129 | |||||
Finite-lived intangible assets, Accumulated Amortization | (50,493) | (50,493) | (46,507) | |||||
Finite-lived intangible assets, Net | 132,242 | $ 132,242 | $ 95,622 | |||||
Customer relationships - Food Service | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Weighted Average Life (years) | 10 years | |||||||
Finite-lived intangible assets, Gross Carrying Amount | 11,400 | $ 11,400 | ||||||
Finite-lived intangible assets, Accumulated Amortization | (1,018) | (1,018) | ||||||
Finite-lived intangible assets, Net | 10,382 | $ 10,382 | ||||||
Customer relationships - Private Label | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Weighted Average Life (years) | 7 years | 7 years | ||||||
Finite-lived intangible assets, Gross Carrying Amount | 1,290 | $ 1,290 | $ 1,290 | |||||
Finite-lived intangible assets, Accumulated Amortization | (526) | (526) | (399) | |||||
Finite-lived intangible assets, Net | 764 | $ 764 | $ 891 | |||||
License | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Weighted Average Life (years) | 7 years | 7 years | ||||||
Finite-lived intangible assets, Gross Carrying Amount | 6,175 | $ 6,175 | $ 6,175 | |||||
Finite-lived intangible assets, Accumulated Amortization | (5,987) | (5,987) | (5,800) | |||||
Finite-lived intangible assets, Net | 188 | 188 | 375 | |||||
Operating Segments | Birds Eye Frozen | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Finite-lived intangible assets, Net | 57,211 | 57,211 | 60,510 | |||||
Operating Segments | Duncan Hines Grocery | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Finite-lived intangible assets, Net | 42,941 | 42,941 | 45,503 | |||||
Operating Segments | Boulder Brands | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Finite-lived intangible assets, Net | 49,773 | 49,773 | ||||||
Operating Segments | Specialty Foods | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Finite-lived intangible assets, Net | $ 3,663 | $ 3,663 | $ 3,892 | |||||
[1] | As of June 26, 2016, Other primarily consists of cost basis investments in companies in the natural and organic food and beverage industries acquired through the Boulder acquisition as well as security deposits, supplemental savings plan investments and debt acquisition costs associated with the Company's revolver. | |||||||
[2] | As of December 27, 2015, Other primarily consists of security deposits and supplemental savings plan investments. |
Debt and Interest Expense - Sch
Debt and Interest Expense - Schedule of Long-term and Short-term Debt Instruments (Details) - USD ($) $ in Thousands | Jun. 26, 2016 | Jan. 15, 2016 | Dec. 27, 2015 |
Short-term Debt [Abstract] | |||
Short-term borrowings | $ 1,758 | $ 2,225 | |
Long-term Debt, Current and Noncurrent [Abstract] | |||
Unamortized discount on long term debt and deferred financing costs | (45,869) | (26,267) | |
Capital lease obligations | 25,502 | 15,123 | |
Long-term Debt, including capital lease obligations less unamortized discount on long term debt and deferred financing costs | 3,156,770 | 2,271,859 | |
Less: current portion of long-term obligations | 21,754 | 14,847 | |
Total long-term debt | $ 3,135,016 | $ 2,257,012 | |
Senior Notes | 4.875% Senior Notes Due 2021 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 4.875% | 4.875% | |
Long-term Debt, Current and Noncurrent [Abstract] | |||
Senior Notes | $ 350,000 | $ 350,000 | |
Senior Notes | 5.875% Senior Notes Due 2024 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 5.875% | 5.875% | |
Long-term Debt, Current and Noncurrent [Abstract] | |||
Senior Notes | $ 350,000 | $ 0 | |
Notes Payable | 3.0% Notes Payable to Gilster Mary Lee Corporation | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 3.00% | 3.00% | |
Long-term Debt, Current and Noncurrent [Abstract] | |||
Note payable | $ 7,012 | $ 8,878 | |
Secured Debt | Tranche G Term Loan Due 2020 | |||
Long-term Debt, Current and Noncurrent [Abstract] | |||
Credit Agreement | 1,409,625 | 1,409,625 | |
Secured Debt | Tranche H Term Loans Due 2020 | |||
Long-term Debt, Current and Noncurrent [Abstract] | |||
Credit Agreement | 511,875 | 514,500 | |
Secured Debt | Tranche I Term Loans Due 2023 | |||
Long-term Debt, Current and Noncurrent [Abstract] | |||
Credit Agreement | $ 548,625 | $ 0 |
Debt and Interest Expense - S63
Debt and Interest Expense - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2016 | Jun. 28, 2015 | Jun. 26, 2016 | Jun. 28, 2015 | |
Debt Disclosure [Abstract] | ||||
Interest expense | $ 30,871 | $ 19,635 | $ 58,800 | $ 39,282 |
Amortization of debt acquisition costs and discount on term loan | 2,411 | 1,541 | 4,657 | 3,130 |
Interest rate swap losses (Note 12) | 2,206 | 1,011 | 3,671 | 1,403 |
Total interest expense | $ 35,488 | $ 22,187 | $ 67,128 | $ 43,815 |
Debt and Interest Expense - Nar
Debt and Interest Expense - Narrative (Details) | Jan. 15, 2016USD ($) | Jun. 26, 2016USD ($) | Jun. 28, 2015USD ($) | Jun. 26, 2016USD ($) | Jun. 28, 2015USD ($) | Dec. 27, 2015USD ($) |
Debt Instrument [Line Items] | ||||||
Deferred financing costs | $ 82,045,000 | $ 82,045,000 | $ 58,036,000 | |||
Covenant terms, maximum net leverage ratio | 4.25 | |||||
Covenant compliance, total net leverage ratio | 4.64 | 4.64 | ||||
Amortization of debt acquisition costs and discount | $ 2,411,000 | $ 1,541,000 | $ 4,657,000 | $ 3,130,000 | ||
Tranche I Term Loans Due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate, increase (percent) | 0.25% | |||||
Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Amortization of debt acquisition costs and discount | 2,300,000 | $ 1,500,000 | 4,407,000 | $ 2,900,000 | ||
Secured Debt | Tranche I Term Loans Due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Term of debt instrument (years) | 7 years | |||||
Face amount | $ 550,000,000 | |||||
Original issue discount | 2,700,000 | 2,700,000 | ||||
Deferred financing costs | 10,500,000 | 10,500,000 | ||||
Boulder Brands | ||||||
Debt Instrument [Line Items] | ||||||
Original issue discount | 2,700,000 | 2,700,000 | ||||
Deferred financing costs | $ 21,300,000 | $ 21,300,000 | $ 400,000 | |||
Boulder Brands | Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 550,000,000 | |||||
Federal Funds Effective Rate | Secured Debt | Tranche I Term Loans Due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (percent) | 0.005% | |||||
One-Month Eurocurrency Rate | Secured Debt | Tranche I Term Loans Due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (percent) | 1.00% | |||||
Eurocurrency Rate | Secured Debt | Tranche I Term Loans Due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (percent) | 3.00% | |||||
Base Rate | Secured Debt | Tranche I Term Loans Due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (percent) | 2.00% | |||||
Minimum | Eurocurrency Rate | Secured Debt | Tranche I Term Loans Due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (percent) | 0.75% | |||||
Minimum | Base Rate | Secured Debt | Tranche I Term Loans Due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (percent) | 1.75% |
Debt and Interest Expense - Sen
Debt and Interest Expense - Senior Notes (Details) - Senior Notes - USD ($) | 6 Months Ended | ||
Jun. 26, 2016 | Jan. 15, 2016 | Dec. 27, 2015 | |
4.875% Senior Notes Due 2021 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 4.875% | 4.875% | |
5.875% Senior Notes Due 2024 | |||
Debt Instrument [Line Items] | |||
Face amount | $ 350,000,000 | ||
Stated interest rate (percent) | 5.875% | 5.875% | |
Applicable premium, percentage of principal amount | 1.00% | ||
Redemption prices, percent of outstanding principal | 100.00% | ||
Percent that may be redeemed (up to) | 35.00% | ||
Early redemption, percent of principal amount required to be outstanding (at least) | 50.00% | ||
Early redemption, redemption period following closing date of offering (days) | 120 days | ||
5.875% Senior Notes Due 2024 | Treasury Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (percent) | 0.50% | ||
2019 | 5.875% Senior Notes Due 2024 | |||
Debt Instrument [Line Items] | |||
Redemption prices, percent of outstanding principal | 104.406% | ||
2020 | 5.875% Senior Notes Due 2024 | |||
Debt Instrument [Line Items] | |||
Redemption prices, percent of outstanding principal | 102.938% | ||
2021 | 5.875% Senior Notes Due 2024 | |||
Debt Instrument [Line Items] | |||
Redemption prices, percent of outstanding principal | 101.469% | ||
2022 and thereafter | 5.875% Senior Notes Due 2024 | |||
Debt Instrument [Line Items] | |||
Redemption prices, percent of outstanding principal | 100.00% |
Debt and Interest Expense - Sum
Debt and Interest Expense - Summary of Debt Acquisition Cost and Original Issue Discount (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2016 | Jun. 28, 2015 | Jun. 26, 2016 | Jun. 28, 2015 | |
Deferred Financing Cost Activity [Roll Forward] | ||||
Gross Carrying Amount, Beginning Balance | $ 58,036 | |||
Accumulated Amortization, Beginning Balance | (31,769) | |||
Net, Beginning Balance | 26,267 | |||
2016 - Additions | 24,009 | |||
2016 - Amortization | $ (2,411) | $ (1,541) | (4,657) | $ (3,130) |
Gross Carrying Amount, Ending Balance | 82,045 | 82,045 | ||
Accumulated Amortization, Ending Balance | (36,176) | (36,176) | ||
Net, Ending Balance | 45,869 | 45,869 | ||
Secured Debt | ||||
Deferred Financing Cost Activity [Roll Forward] | ||||
2016 - Amortization | $ (2,300) | $ (1,500) | $ (4,407) | $ (2,900) |
Debt and Interest Expense - S67
Debt and Interest Expense - Schedule of the Estimated Fair Value of the Company's Long-term Debt, Including the Current Portion (Details) - USD ($) | Jun. 26, 2016 | Jan. 15, 2016 | Dec. 27, 2015 |
Notes Payable | 3.0% Notes Payable to Gilster Mary Lee Corporation | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 3.00% | 3.00% | |
Senior Notes | 4.875% Senior Notes Due 2021 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 4.875% | 4.875% | |
Senior Notes | $ 350,000,000 | $ 350,000,000 | |
Senior Notes | 5.875% Senior Notes Due 2024 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 5.875% | 5.875% | |
Face amount | $ 350,000,000 | ||
Senior Notes | $ 350,000,000 | 0 | |
Secured Debt | Tranche G Term Loan Due 2020 | |||
Debt Instrument [Line Items] | |||
Credit Facility | 1,409,625,000 | 1,409,625,000 | |
Secured Debt | Tranche H Term Loans Due 2020 | |||
Debt Instrument [Line Items] | |||
Credit Facility | 511,875,000 | 514,500,000 | |
Secured Debt | Tranche I Term Loans Due 2023 | |||
Debt Instrument [Line Items] | |||
Credit Facility | 548,625,000 | 0 | |
Face Value | |||
Debt Instrument [Line Items] | |||
Long-term debt, fair value | 3,177,137,000 | 2,283,003,000 | |
Face Value | Notes Payable | 3.0% Notes Payable to Gilster Mary Lee Corporation | |||
Debt Instrument [Line Items] | |||
Face amount | 7,012,000 | 8,878,000 | |
Face Value | Senior Notes | 4.875% Senior Notes Due 2021 | |||
Debt Instrument [Line Items] | |||
Senior Notes | 350,000,000 | 350,000,000 | |
Face Value | Senior Notes | 5.875% Senior Notes Due 2024 | |||
Debt Instrument [Line Items] | |||
Senior Notes | 350,000,000 | ||
Face Value | Secured Debt | Tranche G Term Loan Due 2020 | |||
Debt Instrument [Line Items] | |||
Credit Facility | 1,409,625,000 | 1,409,625,000 | |
Face Value | Secured Debt | Tranche H Term Loans Due 2020 | |||
Debt Instrument [Line Items] | |||
Credit Facility | 511,875,000 | 514,500,000 | |
Face Value | Secured Debt | Tranche I Term Loans Due 2023 | |||
Debt Instrument [Line Items] | |||
Credit Facility | 548,625,000 | ||
Fair Value | |||
Debt Instrument [Line Items] | |||
Long-term debt, fair value | 3,198,035,000 | 2,237,081,000 | |
Fair Value | Notes Payable | 3.0% Notes Payable to Gilster Mary Lee Corporation | |||
Debt Instrument [Line Items] | |||
Long-term debt, fair value | 7,012,000 | 8,878,000 | |
Fair Value | Senior Notes | 4.875% Senior Notes Due 2021 | |||
Debt Instrument [Line Items] | |||
Senior Notes, fair value | 353,938,000 | 337,750,000 | |
Fair Value | Senior Notes | 5.875% Senior Notes Due 2024 | |||
Debt Instrument [Line Items] | |||
Senior Notes, fair value | 364,875,000 | ||
Fair Value | Secured Debt | Tranche G Term Loan Due 2020 | |||
Debt Instrument [Line Items] | |||
Credit Facility, fair Value | 1,409,625,000 | 1,384,957,000 | |
Fair Value | Secured Debt | Tranche H Term Loans Due 2020 | |||
Debt Instrument [Line Items] | |||
Credit Facility, fair Value | 511,875,000 | $ 505,496,000 | |
Fair Value | Secured Debt | Tranche I Term Loans Due 2023 | |||
Debt Instrument [Line Items] | |||
Credit Facility, fair Value | $ 550,710,000 |
Pension and Retirement Plans -
Pension and Retirement Plans - Narrative (Details) | 6 Months Ended |
Jun. 26, 2016qualified_plannonqualified_plan | |
General Discussion of Pension and Other Postretirement Benefits [Abstract] | |
Number of qualified 401(k) plans | qualified_plan | 3 |
Number of non-qualified plans | nonqualified_plan | 3 |
Pension and Retirement Plans 69
Pension and Retirement Plans - Schedule of Net Periodic Benefit Cost, Pinnacle Foods (Details) - Pension Plan - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 26, 2016 | Jun. 28, 2015 | Jun. 26, 2016 | Jun. 28, 2015 | Dec. 27, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Interest cost | $ 2,628 | $ 2,361 | $ 5,256 | $ 5,189 | |
Expected return on assets | (2,838) | (3,225) | (5,675) | (6,616) | |
Amortization of actuarial loss | 309 | 206 | 617 | 475 | |
Net periodic cost (benefit) | $ 99 | (658) | $ 198 | (952) | |
Company contributions | $ 0 | $ 1,700 | $ 3,100 |
Pension and Retirement Plans 70
Pension and Retirement Plans - Multi-employer Plans (Details) - Multiemployer Plans - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2016 | Jun. 28, 2015 | Jun. 26, 2016 | Jun. 28, 2015 | |
Multiemployer Plans [Line Items] | ||||
Employer contributions | $ 183 | $ 191 | $ 364 | $ 384 |
Total contributions received by defined benefit plan (less than) | 5.00% | 5.00% |
Financial Instruments - Schedul
Financial Instruments - Schedule of Interest Rate Swaps (Details) - Cash Flow Hedging - Designated as Hedging Instrument - Interest Rate Swap $ in Thousands | 6 Months Ended |
Jun. 26, 2016USD ($)instrument | |
Derivative [Line Items] | |
Number of Instruments | instrument | 10 |
Current Notional Amount | $ 1,316,300 |
Ineffective portion of the change in fair value recognized directly in earning, estimated for next twelve months | $ 10,108 |
Minimum | |
Derivative [Line Items] | |
Fixed interest rate (percent) | 1.45% |
Maximum | |
Derivative [Line Items] | |
Fixed interest rate (percent) | 2.97% |
Financial Instruments - Sched72
Financial Instruments - Schedule of Foreign Currency Exchange Contracts (Details) - Jun. 26, 2016 - Cash Flow Hedging - Designated as Hedging Instrument - CAD Forward CAD in Thousands, $ in Thousands | USD ($)instrument | CADinstrument |
Derivative [Line Items] | ||
Number of Instruments | 12 | 12 |
Notional Sold in Aggregate | $ 11,595 | CAD 15,000 |
Derivative, exchange rate floor (percent) | 0.01281 | 0.01281 |
Derivative, exchange rate cap (percent) | 0.01313 | 0.01313 |
Financial Instruments - Sched73
Financial Instruments - Schedule of Derivative Instruments Not Designated in Qualifying Hedging Relationships (Details) - Not Designated as Hedging Instrument | Jun. 26, 2016lbMMBTUgalinstrument$ / lb$ / MMBTU$ / gal |
Diesel Fuel Contracts | |
Derivative [Line Items] | |
Number of Instruments | instrument | 1 |
Notional Amount | gal | 7,025,182 |
Price/Index, floor price | $ / gal | 3.68 |
Price/Index, cap price | $ / gal | 3.80 |
Heating Oil Contracts | |
Derivative [Line Items] | |
Number of Instruments | instrument | 5 |
Notional Amount | gal | 8,709,974 |
Price/Index, floor price | $ / gal | 1.25 |
Price/Index, cap price | $ / gal | 1.82 |
Natural Gas Contracts | |
Derivative [Line Items] | |
Number of Instruments | instrument | 2 |
Notional Amount | MMBTU | 798,000 |
Price/Index, floor price | $ / MMBTU | 2.41 |
Price/Index, cap price | $ / MMBTU | 2.81 |
Soybean Oil Contracts | |
Derivative [Line Items] | |
Number of Instruments | instrument | 3 |
Notional Amount | lb | 32,347,655 |
Price/Index, floor price | $ / lb | 0.31 |
Price/Index, cap price | $ / lb | 0.35 |
Financial Instruments - Sched74
Financial Instruments - Schedule of the Fair Value of Derivative Financial Instruments as well as Their Consolidated Balance Sheets Classification (Details) - USD ($) $ in Thousands | Jun. 26, 2016 | Dec. 27, 2015 |
Not Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | $ 1,759 | $ 0 |
Liability Derivatives | 4,271 | 10,013 |
Commodity derivatives | Not Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | ||
Other assets, net | Commodity derivatives | Not Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 1,565 | |
Accrued liabilities | Commodity derivatives | Not Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 4,271 | 2,036 |
Other long-term liabilities | Commodity derivatives | Not Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 7,977 | |
Other current assets | Commodity derivatives | Not Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 194 | |
Cash Flow Hedging | Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 45 | 471 |
Liability Derivatives | 33,959 | 18,868 |
Cash Flow Hedging | Interest rate derivatives | Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | ||
Cash Flow Hedging | Foreign Exchange Contracts | Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | ||
Cash Flow Hedging | Accrued liabilities | Interest rate derivatives | Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 6,662 | 3,921 |
Cash Flow Hedging | Other long-term liabilities | Interest rate derivatives | Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 27,297 | 14,947 |
Cash Flow Hedging | Other current assets | Foreign Exchange Contracts | Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | $ 45 | $ 471 |
Financial Instruments - Summary
Financial Instruments - Summary of Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 26, 2016 | Dec. 27, 2015 |
Derivative Asset [Abstract] | ||
Gross Amounts Presented in the Consolidated Balance Sheet | $ 1,804 | $ 471 |
Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements | (1,804) | (471) |
Asset derivatives, Net Amount | 0 | 0 |
Derivative Liability [Abstract] | ||
Gross Amounts Presented in the Consolidated Balance Sheet | 38,230 | 28,881 |
Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements | (1,804) | (471) |
Liability derivatives, Net Amount | $ 36,426 | $ 28,410 |
Financial Instruments - Sched76
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 | 6 Months Ended | ||
Jun. 26, 2016 | Jun. 28, 2015 | Jun. 26, 2016 | Jun. 28, 2015 | |
Not Designated as Hedging Instrument | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Recognized in Earnings | $ 1,165 | $ 1,934 | $ 1,848 | $ (73) |
Not Designated as Hedging Instrument | Commodity derivatives | Cost of products sold | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Recognized in Earnings | 1,165 | 1,934 | 1,848 | (73) |
Cash Flow Hedging | Designated as Hedging Instrument | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Recognized in AOCL on Derivative (Effective Portion) | (7,996) | 2,254 | (19,117) | (10,362) |
Reclassified from AOCL into Earnings (Effective Portion) | (2,230) | (402) | (3,616) | (91) |
Recognized in Earnings (Ineffective Portion) | 0 | (14) | (8) | (15) |
Cash Flow Hedging | Designated as Hedging Instrument | Interest rate derivatives | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Recognized in AOCL on Derivative (Effective Portion) | (8,067) | 2,564 | (18,761) | (11,567) |
Cash Flow Hedging | Designated as Hedging Instrument | Interest rate derivatives | Interest expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Reclassified from AOCL into Earnings (Effective Portion) | (2,206) | (1,011) | (3,671) | (1,403) |
Recognized in Earnings (Ineffective Portion) | 0 | 0 | ||
Cash Flow Hedging | Designated as Hedging Instrument | Foreign Exchange Contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Recognized in AOCL on Derivative (Effective Portion) | 71 | (310) | (356) | 1,205 |
Cash Flow Hedging | Designated as Hedging Instrument | Foreign Exchange Contracts | Cost of products sold | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Reclassified from AOCL into Earnings (Effective Portion) | (24) | 609 | 55 | 1,312 |
Recognized in Earnings (Ineffective Portion) | $ 0 | $ (14) | $ (8) | $ (15) |
Financial Instruments - Sched77
Financial Instruments - Schedule of Aggregate Fair Values of Derivatives that Contain Credit Risk-related Contingent Features (Details) - USD ($) $ in Thousands | Jun. 26, 2016 | Dec. 27, 2015 |
Credit Derivatives [Line Items] | ||
Termination Value | $ (39,948) | $ (30,970) |
Performance Risk Adjustment | 2,179 | 1,831 |
Accrued Interest | (1,342) | (728) |
Fair Value (excluding interest) | (36,426) | (28,410) |
Barclays | Commodity derivatives | ||
Credit Derivatives [Line Items] | ||
Termination Value | (2,703) | (7,035) |
Performance Risk Adjustment | 21 | 116 |
Accrued Interest | 0 | 0 |
Fair Value (excluding interest) | (2,682) | (6,919) |
Bank of America | Commodity derivatives | ||
Credit Derivatives [Line Items] | ||
Termination Value | 146 | (1,737) |
Performance Risk Adjustment | 1 | 29 |
Accrued Interest | 0 | 0 |
Fair Value (excluding interest) | 147 | (1,709) |
Macquarie | Commodity derivatives | ||
Credit Derivatives [Line Items] | ||
Termination Value | 22 | (1,408) |
Performance Risk Adjustment | 2 | 23 |
Accrued Interest | 0 | 0 |
Fair Value (excluding interest) | 24 | (1,386) |
Cash Flow Hedging | Barclays | Interest rate derivatives | ||
Credit Derivatives [Line Items] | ||
Termination Value | (17,712) | (9,616) |
Performance Risk Adjustment | 986 | 773 |
Accrued Interest | (517) | (260) |
Fair Value (excluding interest) | (16,209) | (8,583) |
Cash Flow Hedging | Barclays | Foreign Exchange Contracts | ||
Credit Derivatives [Line Items] | ||
Termination Value | 93 | |
Performance Risk Adjustment | 0 | |
Accrued Interest | 0 | |
Fair Value (excluding interest) | 93 | |
Cash Flow Hedging | Bank of America | Interest rate derivatives | ||
Credit Derivatives [Line Items] | ||
Termination Value | (14,665) | (5,879) |
Performance Risk Adjustment | 1,116 | 790 |
Accrued Interest | 0 | 0 |
Fair Value (excluding interest) | (13,549) | (5,089) |
Cash Flow Hedging | Bank of America | Foreign Exchange Contracts | ||
Credit Derivatives [Line Items] | ||
Termination Value | (49) | 470 |
Performance Risk Adjustment | 1 | 1 |
Accrued Interest | 0 | 0 |
Fair Value (excluding interest) | (48) | 471 |
Cash Flow Hedging | Credit Suisse | Interest rate derivatives | ||
Credit Derivatives [Line Items] | ||
Termination Value | (3,103) | (2,627) |
Performance Risk Adjustment | 40 | 53 |
Accrued Interest | (531) | (260) |
Fair Value (excluding interest) | (2,533) | (2,314) |
Cash Flow Hedging | Macquarie | Interest rate derivatives | ||
Credit Derivatives [Line Items] | ||
Termination Value | (1,976) | (3,137) |
Performance Risk Adjustment | 13 | 47 |
Accrued Interest | (294) | (209) |
Fair Value (excluding interest) | $ (1,669) | $ (2,882) |
Segments - Schedule of Segment
Segments - Schedule of Segment Reporting Information, by Segment (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 26, 2016USD ($) | Jun. 28, 2015USD ($) | Jun. 26, 2016USD ($)segment | Jun. 28, 2015USD ($) | Dec. 27, 2015USD ($) | ||
Segment Reporting Information [Line Items] | ||||||
Number of operating segments | segment | 4 | |||||
Net sales | $ 756,381 | $ 631,746 | $ 1,510,636 | $ 1,297,027 | ||
Earnings before interest and taxes | 107,786 | 89,815 | 188,067 | 178,284 | ||
Depreciation and amortization | 26,755 | 22,289 | 51,672 | 43,157 | ||
Capital expenditures | 30,842 | 21,144 | 64,773 | 48,168 | ||
Total assets | 6,522,852 | 6,522,852 | $ 5,324,163 | |||
Plant assets | 700,971 | 700,971 | 631,109 | |||
Transaction costs | 0 | 0 | 6,781 | 0 | ||
United States | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 741,576 | 626,468 | 1,486,639 | 1,287,635 | ||
Plant assets | 664,754 | 664,754 | 615,123 | |||
Canada | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 41,005 | 31,067 | 77,114 | 60,565 | ||
Plant assets | 32,322 | 32,322 | 15,986 | |||
United Kingdom | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 3,217 | 0 | 5,689 | 0 | ||
Plant assets | 3,895 | 3,895 | 0 | |||
Frozen | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 381,171 | 305,335 | 796,317 | 664,474 | ||
Shelf stable meals and meal enhancers | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 261,933 | 233,951 | 500,175 | 442,925 | ||
Desserts | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 75,980 | 65,279 | 144,764 | 137,133 | ||
Snacks | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 37,297 | 27,181 | 69,380 | 52,495 | ||
Operating Segments | Birds Eye Frozen | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 285,155 | 268,859 | 615,166 | 586,749 | ||
Earnings before interest and taxes | 46,794 | 37,978 | 102,035 | 81,255 | ||
Depreciation and amortization | 10,857 | 10,747 | 22,042 | 21,415 | ||
Capital expenditures | 16,811 | 13,212 | 36,443 | 17,752 | ||
Total assets | 2,204,408 | 2,204,408 | 2,263,159 | |||
Operating Segments | Duncan Hines Grocery | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 270,471 | 277,994 | 513,656 | 539,192 | ||
Earnings before interest and taxes | 52,255 | 51,041 | 94,860 | 94,248 | ||
Depreciation and amortization | 7,781 | 8,081 | 15,162 | 15,081 | ||
Capital expenditures | 10,551 | 6,889 | 21,820 | 25,811 | ||
Total assets | 2,629,048 | 2,629,048 | 2,664,966 | |||
Operating Segments | Boulder Brands | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 122,607 | 0 | 223,455 | 0 | ||
Earnings before interest and taxes | [1] | 7,028 | 0 | (4,198) | 0 | |
Depreciation and amortization | 4,688 | 0 | 7,692 | 0 | ||
Capital expenditures | 1,457 | 0 | 2,493 | 0 | ||
Total assets | 1,271,670 | 1,271,670 | 0 | |||
Restructuring charges | 16,700 | |||||
Operating Segments | Specialty Foods | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 78,148 | 84,893 | 158,359 | 171,086 | ||
Earnings before interest and taxes | 6,333 | 7,599 | 13,253 | 15,299 | ||
Depreciation and amortization | 3,429 | 3,461 | 6,776 | 6,661 | ||
Capital expenditures | 2,023 | 1,043 | 4,017 | 4,605 | ||
Total assets | 340,645 | 340,645 | 351,499 | |||
Unallocated Corporate expenses | ||||||
Segment Reporting Information [Line Items] | ||||||
Earnings before interest and taxes | [2] | (4,624) | (6,803) | (17,883) | (12,518) | |
Total assets | 77,081 | 77,081 | $ 44,539 | |||
Transaction costs | 6,800 | |||||
Intercompany | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | $ (29,417) | $ (25,789) | (58,806) | $ (51,173) | ||
Fair Value Adjustment to Inventory | Operating Segments | Boulder Brands | ||||||
Segment Reporting Information [Line Items] | ||||||
Inventory fair value step-up | $ 10,400 | |||||
[1] | Includes $10.4 million of charges related to the fair value step-up of inventories acquired and $16.7 million of restructuring costs in the six months ended June 26, 2016. | |||||
[2] | Includes $6.8 million of acquisition costs in the six months ended June 26, 2016. |
Provision for Income Taxes - Sc
Provision for Income Taxes - Schedule of the Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2016 | Jun. 28, 2015 | Jun. 26, 2016 | Jun. 28, 2015 | |
Provision for Income Taxes | ||||
Current | $ 20,066 | $ 9,337 | $ 31,396 | $ 16,296 |
Deferred | 6,476 | 14,624 | 19,027 | 33,123 |
Total | $ 26,542 | $ 23,961 | $ 50,423 | $ 49,419 |
Effective tax rate (percent) | 36.70% | 35.40% | 41.70% | 36.70% |
Provision for Income Taxes - Na
Provision for Income Taxes - Narrative (Details) - USD ($) | Jan. 15, 2016 | Jun. 26, 2016 | Jun. 28, 2015 |
Operating Loss Carryforwards [Line Items] | |||
Income tax rate, nondeductible expense (percent) | 5.00% | ||
Benefit from change in valuation allowance | $ 0 | $ 0 | |
Net operating loss carryovers | 439,400,000 | ||
Increase in uncertain tax positions | 5,400,000 | ||
Domestic Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryovers, annual limitation | 17,100,000 | ||
Exceeds Limitation | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryovers | $ 237,200,000 | ||
Boulder Brands | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryovers | $ 46,000,000 | ||
Operating loss carryovers, annual limitation | $ 26,500,000 |
Guarantor and Nonguarantor St81
Guarantor and Nonguarantor Statements - Narrative (Details) | 6 Months Ended |
Jun. 26, 2016 | |
Guarantor And Nonguarantor Statements [Abstract] | |
Percent owned domestic subsidiaries that guarantee other indebtedness of the Company | 100.00% |
Guarantor and Nonguarantor St82
Guarantor and Nonguarantor Statements - Condensed Consolidating Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 26, 2016 | Dec. 27, 2015 | Jun. 28, 2015 | Dec. 28, 2014 |
Current assets: | ||||
Cash and cash equivalents | $ 129,344 | $ 180,549 | $ 53,356 | $ 38,477 |
Accounts receivable, net | 270,200 | 219,736 | ||
Intercompany accounts receivable | 0 | 0 | ||
Inventories, net | 441,240 | 403,101 | ||
Other current assets | 17,134 | 13,677 | ||
Deferred tax assets | 72,620 | 40,571 | ||
Total current assets | 930,538 | 857,634 | ||
Plant assets, net | 700,971 | 631,109 | ||
Investment in subsidiaries | 0 | 0 | ||
Intercompany note receivable | 0 | 0 | ||
Tradenames | 2,540,938 | 2,001,048 | ||
Other assets, net | 180,606 | 120,364 | ||
Deferred tax assets | 0 | 0 | ||
Goodwill | 2,169,799 | 1,714,008 | ||
Total assets | 6,522,852 | 5,324,163 | ||
Current liabilities: | ||||
Short-term borrowings | 1,758 | 2,225 | ||
Current portion of long-term obligations | 21,754 | 14,847 | ||
Accounts payable | 218,244 | 211,039 | ||
Intercompany accounts payable | 0 | 0 | ||
Accrued trade marketing expense | 41,450 | 46,228 | ||
Accrued liabilities | 144,156 | 100,510 | ||
Dividends payable | 30,998 | 30,798 | ||
Total current liabilities | 458,360 | 405,647 | ||
Long-term debt | 3,135,016 | 2,257,012 | ||
Intercompany note payable | 0 | 0 | ||
Pension and other postretirement benefits | 62,903 | 63,454 | ||
Other long-term liabilities | 64,359 | 54,506 | ||
Deferred tax liabilities | 962,459 | 738,015 | ||
Total liabilities | 4,683,097 | 3,518,634 | ||
Commitments and contingencies (Note 13) | ||||
Shareholders' equity: | ||||
Pinnacle common stock | 1,186 | 1,176 | ||
Additional paid-in-capital | 1,404,567 | 1,378,521 | ||
Retained earnings | 528,180 | 517,330 | ||
Accumulated other comprehensive loss | (62,937) | (59,388) | ||
Capital stock in treasury, at cost | (32,110) | (32,110) | ||
Total Pinnacle Foods Inc. and Subsidiaries stockholders' equity | 1,838,886 | 1,805,529 | ||
Non-controlling interest | 869 | 0 | ||
Total Equity | 1,839,755 | 1,805,529 | 1,744,651 | 1,713,989 |
Total liabilities and equity | 6,522,852 | 5,324,163 | ||
Pinnacle Foods Inc. | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Accounts receivable, net | 0 | 0 | ||
Intercompany accounts receivable | 92,756 | 92,475 | ||
Inventories, net | 0 | 0 | ||
Other current assets | 0 | 0 | ||
Deferred tax assets | 0 | 0 | ||
Total current assets | 92,756 | 92,475 | ||
Plant assets, net | 0 | 0 | ||
Investment in subsidiaries | 1,777,372 | 1,744,015 | ||
Intercompany note receivable | 0 | 0 | ||
Tradenames | 0 | 0 | ||
Other assets, net | 0 | 0 | ||
Deferred tax assets | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Total assets | 1,870,128 | 1,836,490 | ||
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 | 244 | 163 | ||
Dividends payable | 30,998 | 30,798 | ||
Total current liabilities | 31,242 | 30,961 | ||
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 | 31,242 | 30,961 | ||
Commitments and contingencies (Note 13) | ||||
Shareholders' equity: | ||||
Pinnacle common stock | 1,186 | 1,176 | ||
Additional paid-in-capital | 1,404,567 | 1,378,521 | ||
Retained earnings | 528,180 | 517,330 | ||
Accumulated other comprehensive loss | (62,937) | (59,388) | ||
Capital stock in treasury, at cost | (32,110) | (32,110) | ||
Total Pinnacle Foods Inc. and Subsidiaries stockholders' equity | 1,838,886 | 1,805,529 | ||
Non-controlling interest | 0 | |||
Total Equity | 1,838,886 | |||
Total liabilities and equity | 1,870,128 | 1,836,490 | ||
Pinnacle Foods Finance LLC | ||||
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 | 239 | 470 | ||
Deferred tax assets | 1,670 | 1,670 | ||
Total current assets | 1,909 | 2,140 | ||
Plant assets, net | 0 | 0 | ||
Investment in subsidiaries | 2,476,347 | 2,428,472 | ||
Intercompany note receivable | 2,996,357 | 2,084,130 | ||
Tradenames | 0 | 0 | ||
Other assets, net | 2,492 | 935 | ||
Deferred tax assets | 343,347 | 332,372 | ||
Goodwill | 0 | 0 | ||
Total assets | 5,820,452 | 4,848,049 | ||
Current liabilities: | ||||
Short-term borrowings | 0 | 0 | ||
Current portion of long-term obligations | 10,750 | 5,250 | ||
Accounts payable | 0 | 0 | ||
Intercompany accounts payable | 857,303 | 815,100 | ||
Accrued trade marketing expense | 0 | 0 | ||
Accrued liabilities | 34,052 | 18,152 | ||
Dividends payable | 0 | 0 | ||
Total current liabilities | 902,105 | 838,502 | ||
Long-term debt | 3,113,678 | 2,242,608 | ||
Intercompany note payable | 0 | 0 | ||
Pension and other postretirement benefits | 0 | 0 | ||
Other long-term liabilities | 27,297 | 22,924 | ||
Deferred tax liabilities | 0 | 0 | ||
Total liabilities | 4,043,080 | 3,104,034 | ||
Commitments and contingencies (Note 13) | ||||
Shareholders' equity: | ||||
Pinnacle common stock | 0 | 0 | ||
Additional paid-in-capital | 1,405,753 | 1,379,697 | ||
Retained earnings | 434,556 | 423,706 | ||
Accumulated other comprehensive loss | (62,937) | (59,388) | ||
Capital stock in treasury, at cost | 0 | 0 | ||
Total Pinnacle Foods Inc. and Subsidiaries stockholders' equity | 1,777,372 | 1,744,015 | ||
Non-controlling interest | 0 | |||
Total Equity | 1,777,372 | |||
Total liabilities and equity | 5,820,452 | 4,848,049 | ||
Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 122,433 | 177,669 | 38,495 | 32,942 |
Accounts receivable, net | 258,122 | 214,690 | ||
Intercompany accounts receivable | 791,709 | 725,074 | ||
Inventories, net | 425,019 | 392,404 | ||
Other current assets | 15,838 | 11,860 | ||
Deferred tax assets | 69,717 | 38,516 | ||
Total current assets | 1,682,838 | 1,560,213 | ||
Plant assets, net | 664,754 | 615,123 | ||
Investment in subsidiaries | 39,627 | 26,433 | ||
Intercompany note receivable | 44,914 | 8,398 | ||
Tradenames | 2,536,400 | 1,996,800 | ||
Other assets, net | 166,423 | 118,621 | ||
Deferred tax assets | 0 | 0 | ||
Goodwill | 2,115,319 | 1,692,715 | ||
Total assets | 7,250,275 | 6,018,303 | ||
Current liabilities: | ||||
Short-term borrowings | 1,758 | 2,225 | ||
Current portion of long-term obligations | 10,989 | 9,515 | ||
Accounts payable | 209,180 | 206,082 | ||
Intercompany accounts payable | 1,610 | 0 | ||
Accrued trade marketing expense | 38,931 | 44,096 | ||
Accrued liabilities | 106,370 | 79,468 | ||
Dividends payable | 0 | 0 | ||
Total current liabilities | 368,838 | 341,386 | ||
Long-term debt | 21,029 | 14,055 | ||
Intercompany note payable | 2,986,057 | 2,075,113 | ||
Pension and other postretirement benefits | 62,903 | 63,454 | ||
Other long-term liabilities | 33,687 | 28,195 | ||
Deferred tax liabilities | 1,301,414 | 1,067,628 | ||
Total liabilities | 4,773,928 | 3,589,831 | ||
Commitments and contingencies (Note 13) | ||||
Shareholders' equity: | ||||
Pinnacle common stock | 0 | 0 | ||
Additional paid-in-capital | 1,313,141 | 1,301,642 | ||
Retained earnings | 1,199,791 | 1,169,032 | ||
Accumulated other comprehensive loss | (36,585) | (42,202) | ||
Capital stock in treasury, at cost | 0 | 0 | ||
Total Pinnacle Foods Inc. and Subsidiaries stockholders' equity | 2,476,347 | 2,428,472 | ||
Non-controlling interest | 0 | |||
Total Equity | 2,476,347 | |||
Total liabilities and equity | 7,250,275 | 6,018,303 | ||
Nonguarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 6,911 | 2,880 | 14,861 | 5,535 |
Accounts receivable, net | 12,078 | 5,046 | ||
Intercompany accounts receivable | 1,610 | 0 | ||
Inventories, net | 16,221 | 10,697 | ||
Other current assets | 1,057 | 1,347 | ||
Deferred tax assets | 1,233 | 385 | ||
Total current assets | 39,110 | 20,355 | ||
Plant assets, net | 36,217 | 15,986 | ||
Investment in subsidiaries | 0 | 0 | ||
Intercompany note receivable | 9,802 | 9,800 | ||
Tradenames | 4,538 | 4,248 | ||
Other assets, net | 11,691 | 808 | ||
Deferred tax assets | 0 | 0 | ||
Goodwill | 54,480 | 21,293 | ||
Total assets | 155,838 | 72,490 | ||
Current liabilities: | ||||
Short-term borrowings | 0 | 0 | ||
Current portion of long-term obligations | 15 | 82 | ||
Accounts payable | 9,064 | 4,957 | ||
Intercompany accounts payable | 27,210 | 2,449 | ||
Accrued trade marketing expense | 2,519 | 2,132 | ||
Accrued liabilities | 3,490 | 2,727 | ||
Dividends payable | 0 | 0 | ||
Total current liabilities | 42,298 | 12,347 | ||
Long-term debt | 309 | 349 | ||
Intercompany note payable | 64,968 | 27,215 | ||
Pension and other postretirement benefits | 0 | 0 | ||
Other long-term liabilities | 3,375 | 3,387 | ||
Deferred tax liabilities | 4,392 | 2,759 | ||
Total liabilities | 115,342 | 46,057 | ||
Commitments and contingencies (Note 13) | ||||
Shareholders' equity: | ||||
Pinnacle common stock | 0 | 0 | ||
Additional paid-in-capital | 33,008 | 20,476 | ||
Retained earnings | 13,242 | 14,212 | ||
Accumulated other comprehensive loss | (6,623) | (8,255) | ||
Capital stock in treasury, at cost | 0 | 0 | ||
Total Pinnacle Foods Inc. and Subsidiaries stockholders' equity | 39,627 | 26,433 | ||
Non-controlling interest | 869 | |||
Total Equity | 40,496 | |||
Total liabilities and equity | 155,838 | 72,490 | ||
Eliminations and Reclassifications | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 |
Accounts receivable, net | 0 | 0 | ||
Intercompany accounts receivable | (886,075) | (817,549) | ||
Inventories, net | 0 | 0 | ||
Other current assets | 0 | 0 | ||
Deferred tax assets | 0 | 0 | ||
Total current assets | (886,075) | (817,549) | ||
Plant assets, net | 0 | 0 | ||
Investment in subsidiaries | (4,293,346) | (4,198,920) | ||
Intercompany note receivable | (3,051,073) | (2,102,328) | ||
Tradenames | 0 | 0 | ||
Other assets, net | 0 | 0 | ||
Deferred tax assets | (343,347) | (332,372) | ||
Goodwill | 0 | 0 | ||
Total assets | (8,573,841) | (7,451,169) | ||
Current liabilities: | ||||
Short-term borrowings | 0 | 0 | ||
Current portion of long-term obligations | 0 | 0 | ||
Accounts payable | 0 | 0 | ||
Intercompany accounts payable | (886,123) | (817,549) | ||
Accrued trade marketing expense | 0 | 0 | ||
Accrued liabilities | 0 | 0 | ||
Dividends payable | 0 | 0 | ||
Total current liabilities | (886,123) | (817,549) | ||
Long-term debt | 0 | 0 | ||
Intercompany note payable | (3,051,025) | (2,102,328) | ||
Pension and other postretirement benefits | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Deferred tax liabilities | (343,347) | (332,372) | ||
Total liabilities | (4,280,495) | (3,252,249) | ||
Commitments and contingencies (Note 13) | ||||
Shareholders' equity: | ||||
Pinnacle common stock | 0 | 0 | ||
Additional paid-in-capital | (2,751,902) | (2,701,815) | ||
Retained earnings | (1,647,589) | (1,606,950) | ||
Accumulated other comprehensive loss | 106,145 | 109,845 | ||
Capital stock in treasury, at cost | 0 | 0 | ||
Total Pinnacle Foods Inc. and Subsidiaries stockholders' equity | (4,293,346) | (4,198,920) | ||
Non-controlling interest | 0 | |||
Total Equity | (4,293,346) | |||
Total liabilities and equity | $ (8,573,841) | $ (7,451,169) |
Guarantor and Nonguarantor St83
Guarantor and Nonguarantor Statements - Condensed Consolidating Statements of Operations and Comprehensive Earnings (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2016 | Jun. 28, 2015 | Jun. 26, 2016 | Jun. 28, 2015 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | $ 756,381 | $ 631,746 | $ 1,510,636 | $ 1,297,027 |
Cost of products sold | 535,189 | 462,637 | 1,090,877 | 956,201 |
Gross profit | 221,192 | 169,109 | 419,759 | 340,826 |
Operating expenses | ||||
Marketing and selling expenses | 61,036 | 45,698 | 119,934 | 92,707 |
Administrative expenses | 43,703 | 27,665 | 89,591 | 55,451 |
Research and development expenses | 5,098 | 3,589 | 9,283 | 6,641 |
Intercompany royalties | 0 | 0 | 0 | 0 |
Intercompany management fees | 0 | 0 | ||
Intercompany technical service fees | 0 | 0 | 0 | 0 |
Other expense (income), net | 3,569 | 2,342 | 12,884 | 7,743 |
Equity in (earnings) loss of investees | 0 | 0 | 0 | 0 |
Total operating (income) expenses | 113,406 | 79,294 | 231,692 | 162,542 |
Earnings before interest and taxes | 107,786 | 89,815 | 188,067 | 178,284 |
Intercompany interest (income) expense | 0 | 0 | 0 | 0 |
Interest expense | 35,488 | 22,187 | 67,128 | 43,815 |
Interest income | 27 | 12 | 104 | 165 |
Earnings before income taxes | 72,325 | 67,640 | 121,043 | 134,634 |
Provision for income taxes | 26,542 | 23,961 | 50,423 | 49,419 |
Net earnings (loss) | 45,783 | 43,679 | 70,620 | 85,215 |
Less: Net loss attributable to non-controlling interest | (1) | 0 | 0 | 0 |
Net earnings attributable to Pinnacle Foods, Inc. and Subsidiaries common stockholders | 45,784 | 43,679 | 70,620 | 85,215 |
Total comprehensive earnings | 42,610 | 45,715 | 67,071 | 78,054 |
Less: Comprehensive loss attributable to non-controlling interest | (1) | 0 | 0 | 0 |
Comprehensive earnings attributable to Pinnacle Foods Inc. and Subsidiaries | 42,611 | 45,715 | 67,071 | 78,054 |
Pinnacle Foods Inc. | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | 0 | 0 | 0 | 0 |
Cost of products sold | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Operating expenses | ||||
Marketing and selling expenses | 0 | 0 | 0 | 0 |
Administrative expenses | 0 | 0 | 0 | 0 |
Research and development expenses | 0 | 0 | 0 | 0 |
Intercompany royalties | 0 | 0 | 0 | 0 |
Intercompany management fees | 0 | 0 | ||
Intercompany technical service fees | 0 | 0 | 0 | 0 |
Other expense (income), net | 0 | 0 | 0 | 0 |
Equity in (earnings) loss of investees | (45,784) | (43,679) | (70,620) | (85,215) |
Total operating (income) expenses | (45,784) | (43,679) | (70,620) | (85,215) |
Earnings before interest and taxes | 45,784 | 43,679 | 70,620 | 85,215 |
Intercompany interest (income) expense | 0 | 0 | 0 | 0 |
Interest expense | 0 | 0 | 0 | 0 |
Interest income | 0 | 0 | 0 | 0 |
Earnings before income taxes | 45,784 | 43,679 | 70,620 | 85,215 |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net earnings (loss) | 45,784 | 70,620 | ||
Less: Net loss attributable to non-controlling interest | 0 | 0 | ||
Net earnings attributable to Pinnacle Foods, Inc. and Subsidiaries common stockholders | 45,784 | 43,679 | 70,620 | 85,215 |
Total comprehensive earnings | 42,611 | 67,071 | ||
Less: Comprehensive loss attributable to non-controlling interest | 0 | 0 | ||
Comprehensive earnings attributable to Pinnacle Foods Inc. and Subsidiaries | 42,611 | 45,715 | 67,071 | 78,054 |
Pinnacle Foods Finance LLC | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | 0 | 0 | 0 | 0 |
Cost of products sold | 0 | 14 | 0 | 16 |
Gross profit | 0 | (14) | 0 | (16) |
Operating expenses | ||||
Marketing and selling expenses | 0 | 0 | 0 | 0 |
Administrative expenses | 0 | (129) | 0 | 3 |
Research and development expenses | 0 | 0 | 0 | 0 |
Intercompany royalties | 0 | 0 | 0 | 0 |
Intercompany management fees | 0 | 0 | ||
Intercompany technical service fees | 0 | 0 | 0 | 0 |
Other expense (income), net | (499) | (522) | (1,283) | 1,311 |
Equity in (earnings) loss of investees | (52,539) | (46,246) | (78,657) | (91,452) |
Total operating (income) expenses | (53,038) | (46,897) | (79,940) | (90,138) |
Earnings before interest and taxes | 53,038 | 46,883 | 79,940 | 90,122 |
Intercompany interest (income) expense | (23,434) | (17,181) | (51,692) | (34,359) |
Interest expense | 34,987 | 21,808 | 66,127 | 42,929 |
Interest income | 0 | 0 | 0 | 0 |
Earnings before income taxes | 41,485 | 42,256 | 65,505 | 81,552 |
Provision for income taxes | (4,299) | (1,423) | (5,115) | (3,663) |
Net earnings (loss) | 45,784 | 70,620 | ||
Less: Net loss attributable to non-controlling interest | 0 | 0 | ||
Net earnings attributable to Pinnacle Foods, Inc. and Subsidiaries common stockholders | 45,784 | 43,679 | 70,620 | 85,215 |
Total comprehensive earnings | 42,611 | 67,071 | ||
Less: Comprehensive loss attributable to non-controlling interest | 0 | 0 | ||
Comprehensive earnings attributable to Pinnacle Foods Inc. and Subsidiaries | 42,611 | 45,715 | 67,071 | 78,054 |
Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | 741,576 | 626,468 | 1,486,639 | 1,287,635 |
Cost of products sold | 525,536 | 461,850 | 1,073,951 | 957,236 |
Gross profit | 216,040 | 164,618 | 412,688 | 330,399 |
Operating expenses | ||||
Marketing and selling expenses | 59,356 | 43,320 | 116,893 | 86,611 |
Administrative expenses | 41,281 | 26,308 | 85,073 | 52,248 |
Research and development expenses | 4,967 | 3,449 | 8,903 | 6,390 |
Intercompany royalties | (48) | 0 | (304) | 0 |
Intercompany management fees | 0 | 0 | ||
Intercompany technical service fees | 0 | 0 | 0 | 0 |
Other expense (income), net | 3,967 | 2,830 | 14,035 | 6,396 |
Equity in (earnings) loss of investees | (683) | (266) | 1,665 | (337) |
Total operating (income) expenses | 108,840 | 75,641 | 226,265 | 151,308 |
Earnings before interest and taxes | 107,200 | 88,977 | 186,423 | 179,091 |
Intercompany interest (income) expense | 23,650 | 16,908 | 51,582 | 33,829 |
Interest expense | 491 | 367 | 979 | 863 |
Interest income | 13 | 2 | 71 | 147 |
Earnings before income taxes | 83,072 | 71,704 | 133,933 | 144,546 |
Provision for income taxes | 30,533 | 25,458 | 55,276 | 53,094 |
Net earnings (loss) | 52,539 | 78,657 | ||
Less: Net loss attributable to non-controlling interest | 0 | 0 | ||
Net earnings attributable to Pinnacle Foods, Inc. and Subsidiaries common stockholders | 52,539 | 46,246 | 78,657 | 91,452 |
Total comprehensive earnings | 52,952 | 84,338 | ||
Less: Comprehensive loss attributable to non-controlling interest | 0 | 0 | ||
Comprehensive earnings attributable to Pinnacle Foods Inc. and Subsidiaries | 52,952 | 46,100 | 84,338 | 90,511 |
Nonguarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | 44,222 | 31,067 | 82,803 | 60,565 |
Cost of products sold | 38,072 | 26,304 | 73,981 | 49,609 |
Gross profit | 6,150 | 4,763 | 8,822 | 10,956 |
Operating expenses | ||||
Marketing and selling expenses | 1,680 | 2,378 | 3,041 | 6,096 |
Administrative expenses | 2,422 | 1,486 | 4,518 | 3,200 |
Research and development expenses | 131 | 140 | 380 | 251 |
Intercompany royalties | 155 | 8 | 483 | 14 |
Intercompany management fees | 643 | 1,074 | ||
Intercompany technical service fees | 248 | 250 | 498 | 499 |
Other expense (income), net | 101 | 34 | 132 | 36 |
Equity in (earnings) loss of investees | 0 | 0 | 0 | 0 |
Total operating (income) expenses | 5,380 | 4,296 | 10,126 | 10,096 |
Earnings before interest and taxes | 770 | 467 | (1,304) | 860 |
Intercompany interest (income) expense | (216) | 273 | 110 | 530 |
Interest expense | 10 | 12 | 22 | 23 |
Interest income | 14 | 10 | 33 | 18 |
Earnings before income taxes | 990 | 192 | (1,403) | 325 |
Provision for income taxes | 308 | (74) | 262 | (12) |
Net earnings (loss) | 682 | (1,665) | ||
Less: Net loss attributable to non-controlling interest | (1) | 0 | ||
Net earnings attributable to Pinnacle Foods, Inc. and Subsidiaries common stockholders | 683 | 266 | (1,665) | 337 |
Total comprehensive earnings | 903 | 3,634 | ||
Less: Comprehensive loss attributable to non-controlling interest | (1) | 0 | ||
Comprehensive earnings attributable to Pinnacle Foods Inc. and Subsidiaries | 904 | (31) | 3,634 | (925) |
Eliminations and Reclassifications | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | (29,417) | (25,789) | (58,806) | (51,173) |
Cost of products sold | (28,419) | (25,531) | (57,055) | (50,660) |
Gross profit | (998) | (258) | (1,751) | (513) |
Operating expenses | ||||
Marketing and selling expenses | 0 | 0 | 0 | 0 |
Administrative expenses | 0 | 0 | 0 | 0 |
Research and development expenses | 0 | 0 | 0 | 0 |
Intercompany royalties | (107) | (8) | (179) | (14) |
Intercompany management fees | (643) | (1,074) | ||
Intercompany technical service fees | (248) | (250) | (498) | (499) |
Other expense (income), net | 0 | 0 | 0 | 0 |
Equity in (earnings) loss of investees | 99,006 | 90,191 | 147,612 | 177,004 |
Total operating (income) expenses | 98,008 | 89,933 | 145,861 | 176,491 |
Earnings before interest and taxes | (99,006) | (90,191) | (147,612) | (177,004) |
Intercompany interest (income) expense | 0 | 0 | 0 | 0 |
Interest expense | 0 | 0 | 0 | 0 |
Interest income | 0 | 0 | 0 | 0 |
Earnings before income taxes | (99,006) | (90,191) | (147,612) | (177,004) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net earnings (loss) | (99,006) | (147,612) | ||
Less: Net loss attributable to non-controlling interest | 0 | 0 | ||
Net earnings attributable to Pinnacle Foods, Inc. and Subsidiaries common stockholders | (99,006) | (90,191) | (147,612) | (177,004) |
Total comprehensive earnings | (96,467) | (155,043) | ||
Less: Comprehensive loss attributable to non-controlling interest | 0 | 0 | ||
Comprehensive earnings attributable to Pinnacle Foods Inc. and Subsidiaries | $ (96,467) | $ (91,784) | $ (155,043) | $ (167,640) |
Guarantor and Nonguarantor St84
Guarantor and Nonguarantor Statements - Condensed Consolidating Statements of Cash Flows (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 26, 2016 | Jun. 28, 2015 | |
Cash flows from operating activities | ||
Net cash provided by (used in) operating activities | $ 165,103 | $ 124,434 |
Cash flows from investing activities | ||
Business acquisition activity | (985,365) | 1,102 |
Intercompany accounts receivable/payable | 0 | 0 |
Intercompany loans | 0 | |
Investment in subsidiaries | 0 | |
Capital expenditures | (60,187) | (48,168) |
Net cash used in investing activities | (1,045,552) | (47,066) |
Cash flows from financing activities | ||
Net proceeds from issuance of common stock | 15,642 | 824 |
Excess tax benefits on equity-based compensation | 6,369 | 1,076 |
Taxes paid related to net share settlement of equity awards | (1,087) | (2,401) |
Dividends paid | (59,460) | (54,747) |
Proceeds from notes offerings | 350,000 | 0 |
Proceeds from bank term loans | 547,250 | 0 |
Repayments of long-term obligations | (6,478) | (4,422) |
Proceeds from short-term borrowing | 1,604 | 1,710 |
Repayments of short-term borrowing | (2,060) | (2,312) |
Intercompany accounts receivable/payable | 0 | 0 |
Proceeds from Intercompany loans | 0 | |
Return of capital | 0 | 0 |
Intercompany loans | 0 | |
Repayment of capital lease obligations | (1,574) | (1,871) |
Debt acquisition costs | (21,262) | 0 |
Net cash provided by (used in) financing activities | 828,944 | (62,143) |
Effect of exchange rate changes on cash | 300 | (346) |
Net change in cash and cash equivalents | (51,205) | 14,879 |
Cash and cash equivalents - beginning of period | 180,549 | 38,477 |
Cash and cash equivalents - end of period | 129,344 | 53,356 |
Pinnacle Foods Inc. | ||
Cash flows from operating activities | ||
Net cash provided by (used in) operating activities | (6,369) | 0 |
Cash flows from investing activities | ||
Business acquisition activity | 0 | 0 |
Intercompany accounts receivable/payable | 0 | 0 |
Intercompany loans | 0 | 0 |
Investment in subsidiaries | 44,905 | 55,248 |
Capital expenditures | 0 | 0 |
Net cash used in investing activities | 44,905 | 55,248 |
Cash flows from financing activities | ||
Net proceeds from issuance of common stock | 15,642 | 824 |
Excess tax benefits on equity-based compensation | 6,369 | 1,076 |
Taxes paid related to net share settlement of equity awards | (1,087) | (2,401) |
Dividends paid | (59,460) | (54,747) |
Proceeds from notes offerings | 0 | |
Proceeds from bank term loans | 0 | |
Repayments of long-term obligations | 0 | 0 |
Proceeds from short-term borrowing | 0 | 0 |
Repayments of short-term borrowing | 0 | 0 |
Intercompany accounts receivable/payable | 0 | 0 |
Proceeds from Intercompany loans | 0 | |
Return of capital | 0 | 0 |
Intercompany loans | 0 | |
Repayment of capital lease obligations | 0 | 0 |
Debt acquisition costs | 0 | |
Net cash provided by (used in) financing activities | (38,536) | (55,248) |
Effect of exchange rate changes on cash | 0 | 0 |
Net change in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents - beginning of period | 0 | 0 |
Cash and cash equivalents - end of period | 0 | 0 |
Pinnacle Foods Finance LLC | ||
Cash flows from operating activities | ||
Net cash provided by (used in) operating activities | 11,481 | (6,195) |
Cash flows from investing activities | ||
Business acquisition activity | 0 | 0 |
Intercompany accounts receivable/payable | 7,832 | 0 |
Intercompany loans | (880,122) | 0 |
Investment in subsidiaries | 33,726 | 0 |
Capital expenditures | 0 | 0 |
Net cash used in investing activities | (838,564) | 0 |
Cash flows from financing activities | ||
Net proceeds from issuance of common stock | 0 | 0 |
Excess tax benefits on equity-based compensation | 0 | 0 |
Taxes paid related to net share settlement of equity awards | 0 | 0 |
Dividends paid | 0 | 0 |
Proceeds from notes offerings | 350,000 | |
Proceeds from bank term loans | 547,250 | |
Repayments of long-term obligations | (4,000) | (2,626) |
Proceeds from short-term borrowing | 0 | 0 |
Repayments of short-term borrowing | 0 | 0 |
Intercompany accounts receivable/payable | 0 | 8,821 |
Proceeds from Intercompany loans | 0 | |
Return of capital | (44,905) | 0 |
Intercompany loans | 0 | |
Repayment of capital lease obligations | 0 | 0 |
Debt acquisition costs | (21,262) | |
Net cash provided by (used in) financing activities | 827,083 | 6,195 |
Effect of exchange rate changes on cash | 0 | 0 |
Net change in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents - beginning of period | 0 | 0 |
Cash and cash equivalents - end of period | 0 | 0 |
Guarantor Subsidiaries | ||
Cash flows from operating activities | ||
Net cash provided by (used in) operating activities | 139,564 | 137,365 |
Cash flows from investing activities | ||
Business acquisition activity | (985,365) | 1,102 |
Intercompany accounts receivable/payable | 13,588 | (19,131) |
Intercompany loans | 0 | (7,209) |
Investment in subsidiaries | 0 | |
Capital expenditures | (57,086) | (47,057) |
Net cash used in investing activities | (1,028,863) | (72,295) |
Cash flows from financing activities | ||
Net proceeds from issuance of common stock | 0 | 0 |
Excess tax benefits on equity-based compensation | 0 | 0 |
Taxes paid related to net share settlement of equity awards | 0 | 0 |
Dividends paid | 0 | 0 |
Proceeds from notes offerings | 0 | |
Proceeds from bank term loans | 0 | |
Repayments of long-term obligations | (2,478) | (1,796) |
Proceeds from short-term borrowing | 1,604 | 1,710 |
Repayments of short-term borrowing | (2,060) | (2,312) |
Intercompany accounts receivable/payable | (7,832) | 0 |
Proceeds from Intercompany loans | 0 | |
Return of capital | (33,726) | (55,248) |
Intercompany loans | 880,122 | |
Repayment of capital lease obligations | (1,567) | (1,871) |
Debt acquisition costs | 0 | |
Net cash provided by (used in) financing activities | 834,063 | (59,517) |
Effect of exchange rate changes on cash | 0 | 0 |
Net change in cash and cash equivalents | (55,236) | 5,553 |
Cash and cash equivalents - beginning of period | 177,669 | 32,942 |
Cash and cash equivalents - end of period | 122,433 | 38,495 |
Nonguarantor Subsidiaries | ||
Cash flows from operating activities | ||
Net cash provided by (used in) operating activities | 20,427 | (6,736) |
Cash flows from investing activities | ||
Business acquisition activity | 0 | 0 |
Intercompany accounts receivable/payable | 0 | 0 |
Intercompany loans | 0 | 0 |
Investment in subsidiaries | 0 | |
Capital expenditures | (3,101) | (1,111) |
Net cash used in investing activities | (3,101) | (1,111) |
Cash flows from financing activities | ||
Net proceeds from issuance of common stock | 0 | 0 |
Excess tax benefits on equity-based compensation | 0 | 0 |
Taxes paid related to net share settlement of equity awards | 0 | 0 |
Dividends paid | 0 | 0 |
Proceeds from notes offerings | 0 | |
Proceeds from bank term loans | 0 | |
Repayments of long-term obligations | 0 | 0 |
Proceeds from short-term borrowing | 0 | 0 |
Repayments of short-term borrowing | 0 | 0 |
Intercompany accounts receivable/payable | (13,588) | 10,310 |
Proceeds from Intercompany loans | 7,209 | |
Return of capital | 0 | 0 |
Intercompany loans | 0 | |
Repayment of capital lease obligations | (7) | 0 |
Debt acquisition costs | 0 | |
Net cash provided by (used in) financing activities | (13,595) | 17,519 |
Effect of exchange rate changes on cash | 300 | (346) |
Net change in cash and cash equivalents | 4,031 | 9,326 |
Cash and cash equivalents - beginning of period | 2,880 | 5,535 |
Cash and cash equivalents - end of period | 6,911 | 14,861 |
Eliminations and Reclassifications | ||
Cash flows from operating activities | ||
Net cash provided by (used in) operating activities | 0 | 0 |
Cash flows from investing activities | ||
Business acquisition activity | 0 | 0 |
Intercompany accounts receivable/payable | (21,420) | 19,131 |
Intercompany loans | 880,122 | 7,209 |
Investment in subsidiaries | (78,631) | (55,248) |
Capital expenditures | 0 | 0 |
Net cash used in investing activities | 780,071 | (28,908) |
Cash flows from financing activities | ||
Net proceeds from issuance of common stock | 0 | 0 |
Excess tax benefits on equity-based compensation | 0 | 0 |
Taxes paid related to net share settlement of equity awards | 0 | 0 |
Dividends paid | 0 | 0 |
Proceeds from notes offerings | 0 | |
Proceeds from bank term loans | 0 | |
Repayments of long-term obligations | 0 | 0 |
Proceeds from short-term borrowing | 0 | 0 |
Repayments of short-term borrowing | 0 | 0 |
Intercompany accounts receivable/payable | 21,420 | (19,131) |
Proceeds from Intercompany loans | (7,209) | |
Return of capital | 78,631 | 55,248 |
Intercompany loans | (880,122) | |
Repayment of capital lease obligations | 0 | 0 |
Debt acquisition costs | 0 | |
Net cash provided by (used in) financing activities | (780,071) | 28,908 |
Effect of exchange rate changes on cash | 0 | 0 |
Net change in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents - beginning of period | 0 | 0 |
Cash and cash equivalents - end of period | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - Eurocurrency Rate - Secured Debt - Tranche I Term Loans Due 2023 - USD ($) $ in Millions | Jul. 26, 2016 | Jul. 25, 2016 | Jan. 15, 2016 |
Subsequent Event [Line Items] | |||
Basis spread on variable rate (percent) | 3.00% | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Basis spread on variable rate (percent) | 2.75% | 3.00% | |
Debt instrument, effect on future cash flows, amount | $ 10 | ||
Debt instrument fees | $ 1.2 | ||
Minimum | |||
Subsequent Event [Line Items] | |||
Basis spread on variable rate (percent) | 0.75% | ||
Minimum | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Basis spread on variable rate (percent) | 0.00% | 0.75% |